WATERSIDE CAPITAL CORP MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in Item 2 of Part I
of this report, include forward-looking statements. Information in this report
contains “forward-looking statements” which may be identified by the use of
forward-looking terminology, such as “may”, “shall”, “will”, “could”, “expect”,
“estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”,
“continue”, “believes”, “estimates”, “projects”, “targets”, or similar terms,
variations of those terms or the negative of those terms. Our management has
compiled the forward-looking statements specified in the following information
based on assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements. Statements in this report concerning the following,
without limitation, are forward-looking statements:

? future financial and operating results;

? our ability to fund operations and business plans, and the timing of any
funding or corporate development transactions we may pursue;

? our ability to either (i) enter into a new business; or (ii) merge with, or
otherwise acquire, an active business which would benefit from operating as a
public entity;

? current and future economic and political conditions;

? overall industry and market trends;

? management’s goals and plans for future operations; and

? other assumptions described in this report underlying or relating to any
forward-looking statements.

All references to “Waterside”, “we”, “our,” “us” and the “Company” in this Item
2 refer to Waterside Capital Corporation.

The discussion in this section contains forward-looking statements. These
statements relate to future events or our future financial performance. We have
attempted to identify forward-looking statements by terminology such as
“anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or
the negative of these terms or other comparable terminology, but their absence
does not mean that a statement is not forward-looking. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, which could cause our actual results to differ from those projected in
any forward-looking statements we make. You should understand that it is not
possible to predict or identify all risks and uncertainties and you should not
consider the risks and uncertainties identified by us to be a complete set of
all potential risks or uncertainties that could materially affect us. You should
not place undue reliance on the forward-looking statements we make herein
because some or all of them may turn out to be wrong. We undertake no obligation
to update any of the forward-looking statements contained herein to reflect
future events and developments, except as required by law.

The following discussion of the results of operations for the three and nine
months ended March 31, 2022 and 2021, respectively, should be read in
conjunction with our financial statements and the notes to those financial
statements that are included elsewhere in this Quarterly Report on Form 10-Q.
Our discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans,
objectives, expectations and intentions. Actual results and the timing of events
could differ materially from those anticipated in these forward-looking
statements because of a number of factors. An investment in our common stock
involves a high degree of risk. Readers of this Quarterly Report on Form 10-Q
should carefully consider the risks set forth in the Risk Factors and Business
sections of our Annual Report on Form 10-K for the year ended June 30, 2021,
filed with the SEC on September 1, 2021. Our management has compiled the
forward-looking statements specified in the following information based on
assumptions made by management and considered by management to be reasonable.
Our future operating results, however, are impossible to predict and no
representation, guaranty, or warranty is to be inferred from those
forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

Overview & Management Plans

The Company was formed in the Commonwealth of Virginia on July 13, 1993 and was
a closed-end investment company licensed by the SBA as an SBIC. The Company
previously made equity investments in and provided loans to, small businesses to
finance their growth, expansion, and development. Under applicable SBA
regulations, the Company was restricted to investing only in qualified small
businesses as contemplated by the Small Business Investment Act of 1958. As a
registered investment company under the Investment Company Act, the Company’s
investment objective was to provide its shareholders with a high level of
income, with capital appreciation as a secondary objective. The Company made its
first investment in a small business in October 1996.

In May 2014, the Company effectively ceased operations. The Company consented to
a court order appointing the SBA as receiver of the Company to marshal and
liquidate in an orderly manner all of the Company’s assets. That order also
entered judgment in favor of the United States of America, on behalf of the SBA,
against the Company in the amount of $11,770,722. The SBA was appointed receiver
effective May 28, 2014.

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Over the course of the Receivership, the activity of the Company was limited to
the liquidation of the Company’s assets by the receiver and the payment of the
proceeds therefrom to the SBA and for the expenses of the Receivership. The SBIC
license granted to the Company by the SBA was revoked by the SBA effective March
20, 2017. On June 28, 2017, the Receivership was terminated. The Final Order
specifically stated that “Control of Waterside shall be unconditionally
transferred and returned to its shareholders c/o Roran Capital, LLC (“Roran”)
upon notification of entry of this Order.

Upon termination of the Receivership, Roran took possession of all books and
records made available to it by the SBA. With no assets and no SBIC license from
the SBA, no income, and liabilities, at that time, in excess of $10,000,000, it
became clear to the Company that continuing to operate as a registered
investment company was impossible. The Company and Roran entered into a
Convertible Loan Agreement on September 19, 2017, as amended, to fund the
Company’s expenses while it sought a new business to undertake or to merge with
an existing business. The New Board has continued to work toward achieving that
goal.

On April 22, 2020, the SEC issued an order under Section 8
Company Act 1940, as amended, declaring that the Company has ceased to be an
investment company. As a result, the Company is now a reporting company under
the Securities Exchange Act of 1934, as amended.

On September 2, 2021, the Company entered into a Stock Purchase Agreement (the
“SPA”) by and between (i) the Company (ii) Ryan Schadel (“Buyer”) and (iii)
Roran Capital, LLC (“Roran”). Roran agreed to sell to the Buyer 4,247,666 shares
of common stock of the Company held by Roran for a total purchase price of
$385,000. In conjunction with the SPA, Roran agreed to forgive all amounts due
to Roran by the Company totaling $207,644 which is comprised of convertible note
payable – related party, accrued interest payable – related party and advances
from related party. The Buyer acquired 4,247,666 shares of the Company’s Common
Stock, representing 69.7% of the issued and outstanding shares of Common Stock.
As such, the Schadel SPA resulted in a change of control of the Company.

In March 2022, the Company commenced operations as a web3 enterprise. The
Company generates income as a liquidity provider, via decentralized exchanges
such as Uniswap. Additionally, the Company farms tokens via Proof-of-Stake
(“PoS”) protocols on decentralized exchanges, as well as centralized exchanges,
including Coinbase. The Company also invests in non-fungible token (“NFT”)
projects and virtual land that it believes are promising, primarily on EVM
protocols.

The Company has three areas on which it will focus:

Liquidity Provider – In decentralized finance (DeFi), the ability to trade
assets from one to another is facilitated by Liquidity Pools (“LPs”) which
generally contain a 50/50 balance between both underlying tokens. The Company
expects to invest substantially in LPs to generate ongoing revenue. We expect
that this revenue will fuel our other initiatives as we build the Company.

Staking – Like LPs, staking can provide potential passive revenue to the
Company. Purchasing large blocks of lucrative PoS assets to grow the passive
income portfolio is expected to be a major cornerstone to our success. This is a
much greener approach to the traditional Proof of Work model, which is used by
Bitcoin and Ethereum. Ethereum 2.0 is expected to be on PoS in the near future
and our goal is to eventually become a validator on the network.

NFTs – The Company intends to build a world-class NFT project research team that
will guide the strategic investments for the overall portfolio. We anticipate
that our portfolio will contain digital assets known as NFTs, including digital
real estate in multiple metaverse platforms such as The Sandbox and Otherside.
These assets are expected to be used for licensing and royalty income. NFT
assets have multiple use cases, in addition to the potential appreciation in the
underlying digital asset. We believe that we can harness the power of acquired
assets through the metaverse to grow our portfolio faster and stronger than
traditional asset acquisitions typically allow.

Critical Accounting Policies

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results
of operations are based on our unaudited financial statements which we have been
prepared in accordance with the U.S. generally accepted accounting principles
(“GAAP”). In preparing our financial statements, we are required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.

Critical accounting estimates are estimates for which (a) the nature of the
estimate is material due to the levels of subjectivity and judgment necessary to
account for highly uncertain matters or the susceptibility of such matters to
change and (b) the impact of the estimate on financial condition or operating
performance is material. These significant accounting estimates or assumptions
bear the risk of change due to the fact that there are uncertainties attached to
these estimates or assumptions, and certain estimates or assumptions are
difficult to measure or value.

Management bases its estimates on historical experience and on various
assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Management
regularly evaluates the key factors and assumptions used to develop the
estimates utilizing currently available information, changes in facts and
circumstances, historical experience and reasonable assumptions. After such
evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

While our significant accounting policies are described in more detail in Note 2
to our unaudited financial statements included in this Quarterly Report, we
believe the following accounting policies to be critical to the judgments and
estimates used in the preparation of our unaudited financial statements:

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Assumption as a Going Concern

Management prepares the Company’s financial statements on the basis that the
Company will continue as a going concern, which contemplates continuity of
operations, the realization of assets, and liquidation of liabilities in the
normal course of business. However, given our current financial position and
lack of liquidity, there is substantial doubt about our ability to continue as a
going concern.

Convertible Financial Instruments

The Company bifurcates conversion options from their host instruments and
accounts for them as free-standing derivative financial instruments if certain
criteria are met. The criteria include circumstances in which (a) the economic
characteristics and risks of the embedded derivative instrument are not clearly
and closely related to the economic characteristics and risks of the host
contract, (b) the hybrid instrument that embodies both the embedded derivative
instrument and the host contract is not re-measured at fair value under
otherwise applicable generally accepted accounting principles with changes in
fair value reported in earnings as they occur and (c) a separate instrument with
the same terms as the embedded derivative instrument would be considered a
derivative instrument. An exception to this rule is when the host instrument is
deemed to be conventional, as that term is described under applicable GAAP.

When the Company has determined that the embedded conversion options should not
be bifurcated from their host instruments, discounts are recorded for the
intrinsic value of conversion options embedded in the instruments based upon the
differences between the fair value of the underlying common stock at the
commitment date of the transaction and the effective conversion price embedded
in the instrument.

Intangible Assets

Digital assets held by the Company are accounted for as intangible assets with
indefinite useful lives, and are initially measured at cost. The Company assigns
costs to transactions on a first-in, first-out basis (FIFO).

An intangible asset with an indefinite useful life is not amortized but assessed
for impairment annually, or more frequently, when events or changes in
circumstances occur indicating that it is more likely than not that the
indefinite-lived asset is impaired. Impairment exists when the carrying amount
exceeds its fair value, which is measured using the quoted price of the digital
assets at the time its fair value is being measured.

Cryptocurrencies are subject to impairment losses if the fair value a
cryptocurrency decreases below the carrying value at any time during the period.
The fair value is measured using the quoted price in the principal market of the
cryptocurrency. The Company currently obtains the quoted price of cryptocurrency
from www.coinmarketcap.com. Liquidity pool tokens and non-fungible tokens are
subject to impairment losses if the fair value a token decreases below the
carrying value at the end of each quarterly accounting period. Impairment for
tokens is assessed quarterly due to each token being a unique asset and due to
the illiquid markets in which these tokens trade. The Company is continuously
reviewing available markets and information and its methodology when determining
the fair value of tokens. The Company currently reviews quoted prices of its
tokens and comparable tokens at https://uniswap.org/and https://opensea.io.
Impairment expense is reflected in total expense in the statements of
operations. Subsequent reversal of impairment losses is not permitted.

The sales of digital assets held are included within investing activities in the
accompanying statements of cash flows and any realized gains or losses from such
sales are included in other income (expense) in the statements of operations.

Revenue recognition

There is currently no definitive guidance under GAAP or alternative accounting
framework for the accounting for digital assets recognized as revenue or held,
and management has exercised significant judgment in determining the appropriate
accounting treatment. In the event authoritative guidance is enacted by the
FASB, the Company may be required to change its policies, which could have an
effect on the Company’s financial position and results from operations.

Revenue is recognized when the award is claimed and deposited in the Company
wallet. The transaction consideration the Company receives is noncash in the
form of digital assets. Revenue is measured at the fair value of the digital
assets awards received using the quoted price

Airdrop

Airdrop is the distribution of tokens without compensation generally undertaken
with a view of increasing awareness of a new token, to encourage adoption of new
token and to increase liquidity in the early stages of a token project.

Liquidity Pools

The Company earns fees by providing liquidity on Uniswap V2 and Uniswap V3. The
Company earns fees proportionate to the liquidity they have supplied to the
exchange. The fee for each trade is set at 0.05% for stable coins, 0.3% for most
pairs and 1.0% for exotic pairs. The fees earned by the Company depends on the
risk characteristics of each pair of tokens selected and the price range
liquidity is provided. Uniswap V2 requires users to provide liquidity over the
entire price curve, whereas Uniswap V3 provides users with the provide liquidity
over a price range.

Beneficial Conversion Feature

The issuance of the convertible debt issued by the Company generated a
beneficial conversion feature (“BCF”), which arises when a debt or equity
security is issued with an embedded conversion option that is beneficial to the
investor or in the money at inception because the conversion option has an
effective strike price that is less than the market price of the underlying
stock at the commitment date. The Company recognized the BCF by allocating the
intrinsic value of the conversion option, which is the number of shares of
common stock available upon conversion multiplied by the difference between the
effective conversion price per share and the fair value of common stock per
share on the commitment date, resulting in a discount on the convertible debt
(recorded as a component of additional paid-in capital).

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Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB ASC for disclosures about
fair value of its financial instruments and has adopted paragraph 820-10-35-37
of the ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair
value in GAAP, and expands disclosures about fair value measurements. To
increase consistency and comparability in fair value measurements and related
disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into
three (3) broad levels. The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:

Level 1: Quoted market prices available in active markets for identical assets
or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in
Level 1, which are either directly or indirectly observable as of the reporting
date.

Level 3: Pricing inputs that are generally unobservable inputs and not
corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. If the inputs used to measure the
financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.

Transactions involving related parties cannot be presumed to be carried out on
an arms-length basis, as the requisite conditions of competitive, free-market
dealings may not exist. Representations about transactions with related parties,
if made, shall not imply that the related party transactions were consummated on
terms equivalent to those that prevail in arm’s-length transactions unless such
representations can be substantiated.

Deferred Tax Assets and Income Taxes Provision

The Company adopted the provisions of paragraph 740-10-25-13 of the ASC.
Paragraph 740-10-25-13 which addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the
financial statements. Under paragraph 740-10-25-13, the Company may recognize
the tax benefit from an uncertain tax position only if it is more likely than
not that the tax position will be sustained on examination by the taxing
authorities, based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position should be measured
based on the largest benefit that has a greater than 50% likelihood of being
realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance
on de-recognition, classification, interest, and penalties on income taxes,
accounting in interim periods and requires increased disclosures. The Company
had no material adjustments to its liabilities for unrecognized income tax
benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis
of assets and liabilities are reported in the accompanying balance sheets, as
well as tax credit carry-backs and carry-forwards. The Company periodically
reviews the recoverability of deferred tax assets recorded on its balance sheets
and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might
be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing
jurisdictions and is subject to audit in these jurisdictions. In management’s
opinion, adequate provisions for income taxes have been made for all years. If
actual taxable income by tax jurisdiction varies from estimates, additional
allowances or reversals of reserves may be necessary.

Management assumes that the realization of the Company’s net deferred tax assets
resulting from its net operating loss (“NOL”) carryforwards for Federal income
tax purposes that may be offset against future taxable income was not considered
more likely than not and accordingly, a full valuation allowance offsets the
potential tax benefits of the net loss carry-forwards. Management made this
assumption based on (a) the Company has incurred recurring losses and presently
has no revenue-producing business, (b) general economic conditions, and (c) its
ability to raise additional funds to support its daily operations by way of a
public or private offering, among other factors.

Comparison of Three Months Ended March 31, 2022 and 2021

Revenue

In March 2022, the Company commenced operations as a web3 enterprise and
purchasing digital assets. Revenue for the three months ended March 31, 2022 was
derived from airdrops and liquidity pool fees of $17,439 and $22,772,
respectively.

Our business plan includes earning income from liquidity fees and staking.
Airdrop revenue represents APE coin awards received as a result of holding the
Mutant Ape Yacht Club NFT. Airdrop revenue is generally a one-time award and the
Company does not have expectations of further airdrop revenue. The Company seeks
higher returns from liquidity pool fees by selecting pairs with higher risk and
good volumes.

Administrative Expenses

Administrative expenses totaled $34,833 and $6,764 for the three months ended
March 31, 2022 and 2021, respectively. These expenses are primarily costs
related to keeping the Company current in its SEC filings and costs incurred for
legal expenses related to the issuance of Series A Convertible Preferred Stock.

Interest Expense

Interest expense totaled $1,294 and $7,560 for the three months ended March 31,
2022 and 2021, respectively. The decrease in interest expense is due to the
settlement of the convertible note payable.

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Impairment of Digital Assets Held

Impairment of digital assets held totaled $51,983 and $0 for the three months
ended March 31, 2022 and 2021, respectively. Digital assets are accounted for as
intangible assets are subject to impairment losses if the fair value of digital
assets decreases below the carrying value at any time during the period.
Subsequent reversal of impairment losses is not permitted. We will not recognize
any increases in the fair value of digital assets held until a gain is
recognized on sale.

Realized Gain (Loss) on Sales/ Exchange Digital Assets Held

We generally do not seek to earn income from actively trading digital asset
held. We will dispose of assets in circumstances when there is a significant
increase in the fair value of an asset or when holding an asset is no longer
consistent with our business plan.

Net Loss

We reported a net loss of $15,380 and $14,324 during the three months ended
March 31, 2022 and 2021, respectively. Any increase in revenue and gains on
sales of digital assets was offset by an increase in administrative and
impairment expenses.

Comparison of Nine Months Ended March 31, 2022 and 2021

Revenue

In March 2022, the Company commenced operations as a web3 enterprise and
purchasing digital assets. Revenue for the nine months ended March 31, 2022 was
derived from airdrops and liquidity pool fees of $17,439 and $22,772,
respectively.

Our business plan includes earning income from liquidity fees and staking.
Airdrop revenue represents APE coin awards received as a result of holding the
Mutant Ape Yacht Club NFT. Airdrop revenue is generally a one-time award and the
Company does not have expectations of airdrop further revenue. The Company seeks
higher returns from liquidity pool fees by selecting pairs with higher risk and
good volumes.

Administrative Expenses

Professional fees totaled $88,840 and $51,905 for the nine months ended March
31, 2022 and 2021, respectively. These expenses are primarily costs related to
keeping the Company current in its SEC filings and costs incurred for legal
expenses related to conversion from a Virginia corporation to a Nevada
corporation, amendments to the amended and restated articles of incorporation
and the issuance of Series A Convertible Preferred Stock.

Interest Expense

Interest expense totaled $1,294 and $36,353 for the nine months ended March 31,
2022 and 2021, respectively. The decrease in interest expense is due to the
settlement of the convertible note payable.

Impairment of Digital Assets Held

Impairment of digital assets held totaled $51,983 and $0 for the nine months
ended March 31, 2022 and 2021, respectively. Digital assets are accounted for as
intangible assets are subject to impairment losses if the fair value of digital
assets decreases below the carrying value at any time during the period.
Subsequent reversal of impairment losses is not permitted. We will not recognize
any increases in the fair value of digital assets held until a gain is
recognized on sale.

Realized Gain (Loss) on Sales/ Exchange Digital Assets Held

We generally do not seek to earn income from actively trading digital asset
held. We will dispose of assets in circumstances when there is a significant
increase in the fair value of an asset or when holding an asset is no longer
consistent with our business plan.

Net Loss

We reported a net loss of $69,387 and $88,258 during the nine months ended March
31, 2022 and 2021, respectively. Any increase in revenue and gains on sales of
digital assets was offset by an increase in administrative and impairment
expenses.

Liquidity and Capital Resources

We have incurred recurring operating losses and negative operating cash flows
through March 31, 2022, and we expect to continue to incur losses and negative
operating cash flows at least through the near future. We have obtained $100,000
of funding by issuing a demand promissory note on October 18, 2021 to Ryan
Schadel, the Company’s Chief Executive Officer, sole director and majority
stockholder, to meet our most critical cash requirements. The Company on October
18, 2021, issued to Ryan Schadel, the Company’s Chief Executive Officer, sole
director and majority stockholder, a demand promissory note for $100,000 in
cash. On March 16, 2022, the Company entered into Stock Purchases Agreements
whereby the Company issued 22 shares to Series A Convertible Preferred Stock and
various Warrants for $1,100,000 in cash. At March 31, 2022, $95,854 of cash was
in held at a financial institution and $400,673 was held at Coinbase, Inc. The
Company expects over the next twelve months, cash held at a financial
institution will be expended on professional fees, transfer agent, Edgar agent
and other administrative costs. The cash held at Coinbase Inc. will be deployed
to purchase digital assets to generate staking rewards and liquidity pool fees.
We hope to start paying some of our suppliers and contractors in digital assets
in the coming months. However, there can be no assurance we will be able to pay
any of our suppliers and contractors in digital assets.

As a result of the aforementioned factors, management has concluded that there
is substantial doubt about our ability to continue as a going concern. Our
independent registered public accounting firm, in its report on our fiscal 2021
financial statements, expressed substantial doubt about our ability to continue
as a going concern. Our financial statements as of and for the period ended
March 31, 2022, do not contain any adjustments for this uncertainty. In response
to our Company’s cash needs, we raised funding as described in Note 4 and Note 6
to our unaudited financial statements. Any additional amounts raised will be
used for our future investing and operating cash flow needs. However, there can
be no assurance that we will be successful in raising additional amounts of
financing.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.

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