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Torrent Energy Corp · PRES14A · For 8/31/98

Filed On 6/25/98 · SEC File 0-19949 · Accession Number 859747-98-10

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 6/25/98  Torrent Energy Corp               PRES14A     8/31/98    1:32

Preliminary Proxy Solicitation Material -- Special Meeting · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special    32    139K 
                          Meeting

Document Table of Contents

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			Alternative Formats (RTF, XML, et al.) Possible Back-Up Purchaser Required Vote of Shareholders
1	1st Page
6	Required Vote of Shareholders
"	Possible Back-Up Purchaser

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                                 PRELIMINARY PROXY

P R O X Y                                                                       

THE SOUTHSHORE CORPORATION  

 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Kenhneth M. Dalton and Eric Nelson,   
proxies, with the power to appoint a substitute, and hereby authorizes them     
to represent and to vote as designated below, all the shares of common stock    
of The Southshore Corporation held of record by the undersigned on July __,     
1998, at the Special Meeting of Shareholders to be held on August __, 1998, or  
any adjournment thereof.                                                        

1.  The sale of substantially all the Company's assets pursuant to    
a Contract to Buy and Sell Real Estate for $2 million.                

[  ]  FOR     [   ]   AGAINST     [   ]   ABSTAIN       

2.  The sale of substantially all of the Company's assets to a back-  
up purchaser, South Suburban Park & Recreation District, in the event 
there is no closing on the Contract to Buy and Sell Real Estate.      

[  ]  FOR     [   ]   AGAINST     [   ]   ABSTAIN       

3.  To transact such other business as may properly come before the   
meeting.                                                              

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER         
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS             
MADE,                                                                           
THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.                                 

SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN      
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE.  THIS PROXY             
CONFERS                                                                         
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR                      
DETERMINED AT THE                                                               
TIME OF THE MAILING OF THE NOTICE OF THE ANNUAL MEETING OF                      
SHAREHOLDERS TO THE                                                             
UNDERSIGNED.                                                                    

The undersigned hereby acknowledges receipt of the Notice of Special  
Meetingnof Shareholders, Proxy Statement and Form 10-K Annual Report for year   
ended March 31, 1998.                                                           

Dated:  _____________, 1998.                                                    
                                ________________________________________

                                ________________________________________
                      Signature(s) of Shareholder(s)

Signature(s) should agree with the name(s) stenciled hereon.  Executors,        
administrators, trustees, guardians and attorneys should indicate when          
signing.  Attorneys should submit powers of attorney.                           

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE    
SOUTHSHORE CORPORATION.  PLEASE SIGN AND RETURN THIS PROXY IN THE               
ENCLOSED PRE-ADDRESSED ENVELOPE.  THE GIVING OF A PROXY WILL NOT                
AFFECT YOUR                                                                     
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.                              

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                               PRELIMINARY PROXY STATEMENT

THE SOUTHSHORE CORPORATION              

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS               

To the Shareholders of The Southshore Corporation                               

PLEASE TAKE NOTICE, that a Special Meeting of Shareholders            
of The Southshore Corporation will be held on August ___, 1998,                 
at 10:00 a.m. at 10750 East Briarwood, Englewood, Colorado, for                 
the following purposes:                                                         

1.  To consider the sale of substantially all the                     
Company's assets pursuant to a Contract to Buy and Sell Real          
Estate for $2 million.                                                

2.To consider the sale of substantially all of the                  
Company's assets to a back-up purchaser, South Suburban Park          
& Recreation District, in the event there is no closing on            
the Contract to Buy and Sell Real Estate.                             

3.  To transact such other business as may properly                   
come before the meeting.                                              

Accompanying this notice is a Proxy and Proxy Statement with          
respect to these matters.                                                       

Whether or not you expect to be present at the meeting,               
please sign and date the Proxy and return it in the enclosed                    
envelope provided for that purpose.  The Proxy may be revoked at                
any time prior to the time that it is voted.  Only shareholders                 
of record at the close of business on July ___, 1998, will be                   
entitled to vote at the meeting.                                                

BY ORDER OF THE BOARD OF DIRECTORS                                    

             Kenneth M. Dalton
     President

July ___, 1998                                                                  

IT IS IMPORTANT THAT YOU SIGN THE ENCLOSED PROXY AND                
RETURN IT TO THE COMPANY IMMEDIATELY.                 

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                       PRELIMINARY PROXY STATEMENT

THE SOUTHSHORE CORPORATION              
10750 East Briarwood              
Englewood, Colorado  80112              

PROXY STATEMENT               

Special Meeting of Shareholders - August __, 1998               

GENERAL               

A Special Meeting of the Shareholders of The Southshore               
Corporation (the "Company") is scheduled for August __, 1998, for               
the purpose of considering the sale of substantially all of the                 
Company's assets, pursuant to a Contract to Buy and Sell Real                   
Estate ("Purchase Agreement") with Marc W. Logan, Robb MacMillan                
and Jack Wasserman, M.D., a Professional Corporation (the                       
"Buyers"), dated June 16, 1998.                                                 

The enclosed Proxy is solicited by the Board of Directors of          
the Company.  This solicitation is being made by mail, and may also             
be made by directors, officers and employees of the Company.  Any               
Proxy given pursuant to this solicitation may be revoked by the                 
shareholder at any time prior to the voting of the Proxy.                       

Shares represented by Proxies will be voted as specified in           
such Proxies.  In the absence of specific instructions.  Proxies                
received by the Board of Directors will be voted in favor of all                
the proposals.                                                                  

All of the expenses involved in preparing, assembling and             
mailing this Proxy Statement and the material enclosed herewith                 
will be paid by the Company.  The Company may reimburse banks,                  
brokerage firms and other custodians, nominees and fiduciaries for              
reasonable expenses incurred by them in sending proxy material to               
beneficial owners of stock.  This Proxy Statement and accompanying              
form of Proxy are being mailed to shareholders on or about July __,             
1998.                                                                           

PROPOSAL TO SELL SUBSTANTIALLY ALL THE COMPANY'S ASSETS               

Recommendation of Board of Directors.  The Company's Board of         
Directors unanimously recommends to the shareholders that the                   
shareholders approve the sale of substantially all the Company's                
assets to Buyers pursuant to the Purchase Agreement as described                
herein, and approve a sale to a possible back-up purchaser on                   
similar terms.  See "Possible Back-Up Purchaser" below.                         

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The Purchase Agreement.  The Company has entered into a               
Contract to Buy and Sell Real Estate dated June 16, 1998 with the               
Buyers who are non-affiliates of the Company.  Marc W. Logan is a               
resident of Highland Ranch, Colorado.  Robb MacMillan and Dr. Jack              
Wasserman reside in the San Diego, California area.  Jack                       
Wasserman, M.D., Professional Corporation, is a California                      
corporation owned by Dr. Wasserman.  A copy of the Agreement is                 
attached as Appendix 1.                                                         

Sale of Assets.  Pursuant to the Purchase Agreement, the              
Company has agreed to sell the Company's 16 acre water park                     
property to Buyers which constitutes substantially all of its                   
assets.  Included within the assets sold are the real property                  
owned by the Company, as well as each and all of the Company's                  
personal property located on the real property (collectively "the               
Property").                                                                     

Purchase Price.  Buyers have agreed to pay to the Company the         
sum of $2 million subject to certain conditions, including                      
obtaining satisfactory financing by July 30, 1998.  The Company's               
obligation is subject to obtaining agreement with 35 holders of 10%             
promissory notes (totalling $955,000) secured by a lien on the                  
Property and approval of shareholders of the Company.  The Purchase             
Agreement contains provisions standard in typical real estate                   
contracts for title, inspection and survey.                                     

Closing.  The Purchase Agreement contemplates a closing within        
90 days of execution of the Purchase Agreement.                                 

Pursuant to the Purchase Agreement, the Company is to call a          
special meeting of its shareholders for the purpose of seeking                  
approval of the sale transaction.  The Company's management, Board              
of Directors and certain other persons have indicated they intend               
to vote for the sale of assets at the special meeting of                        
shareholders.  See "Required Vote of Shareholders."                             

The Purchase Agreement requires the Company to continue               
reasonable management and maintenance of the property, maintain                 
insurance, not remove personal property and assign manufacturer's               
warranties.                                                                     

The Buyers.  According to the Purchase Agreement, the Buyers          
are licensed real estate brokers purchasing the Property for their              
own account.  None of the Buyers is a shareholder, director or                  
officer of the Company.                                                         

Background and Reasons for the Sale Transaction.  During the          
past approximate two years, management of the Company has actively              
sought, without success, to refinance its debt, including its past              
due property taxes and principal debt of $955,000 which is secured              
by a lien on the Property which became due in mid-1997.  All                    
Company debt, including past due property taxes, approached or                  

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exceeded $2 million during the period and is all currently due.                 
Refinancing was not available because of the history of losses from             
the property, exceeding $4,575,000 from the Company's inception in              
1991.  At the same time the Company was seeking to refinance its                
debt, it also tested the waters with respect to selling the 16 acre             
water park.  During 1997 the Company listed the property with a                 
local commercial realtor, placed ads in trade publications and at               
water park conventions, and initiated contacts with possible                    
prospective purchasers.                                                         

The principal reasons why a proposed sale of the property was         
undertaken were:                                                                

(1)  That refinancing of debt or obtaining of additional            
financing was not available;                                          

(2)  The Company had five consecutive years of operating            
losses from its water park for accumulated loss of $4,575,000         
at March 31, 1998;                                                    

(3)  The Property is subject to a tax lien certificate              
issued by Arapahoe County, Colorado, to a New Jersey bank for         
failure to pay property taxes since the 1993 tax year for an          
aggregate of approximately $566,000, including accrued                
interest and which permits the holder at anytime to apply for         
an Arapahoe County Treasurer's Deed to the Property;                  

(4)  Management considered the fact that no firm offers             
to acquire the Property involving cash consideration exceeding        
that of the Buyers and South Suburban Park & Recreation               
District, Littleton, Colorado (possible Back-Up Purchaser -           
see below) had been received by the Company, even though it           
has publicly announced that the Company was exploring the             
possibility of making a sale of the Property, and had listed          
the Property for sale and made other efforts to sell the              
Property;                                                             

(5)  Management considered favorably the structure of the           
offer by Buyers as a cash transaction; and                            

(6)  Management considered the fact that the terms of the           
Purchase Agreement were the result of arms length                     
negotiations.                                                         

In view of the wide variety of factors considered in                  
connection with its evaluation of the sale of the Company's assets,             
management found it impractical to and therefore did not quantify               
or otherwise attempt to assign relative weights to the various                  
factors considered in reaching a decision to approve and recommend              
to the shareholders the sale of the Company's principal asset                   
pursuant to the Purchase Agreement.                                             

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The Company has not obtained an independent appraisal on the          
Property; however, the Property was listed with a commercial real               
estate broker during the past year and the Company has been advised             
that the 16 acre tract has an estimated fair market value of $1.2               
million to $1.4 million if purchased for general use.  Management               
believes the $2 million purchase price to be paid by Buyers is due              
in part to the water park facilities on the Property.   The Company             
did not utilize a real estate broker in the Agreement to sell the               
Property and is not required to pay a sales commission.  Buyers had             
indicated interest in the Property in the past but only recently                
made the offer for $2 million.                                                  

Required Vote of Shareholders.  The Purchase Agreement                
requires approval of the sale by the vote of the holders of the                 
Company's shares of common stock.  In addition, pursuant to the                 
Colorado Business Corporation Act, Section 7-112-102, a shareholder             
vote is required for the sale, transfer or other disposition of all             
or substantially all of a Colorado corporation's property and                   
assets, including its goodwill, not in the usual and regular course             
of its business.                                                                

Possible Back-Up Purchaser.  Since April, 1998 South Suburban         
Park & Recreation District ("District") has been interested in                  
acquiring the Property, has held public hearings, inspected the                 
Property, obtained an appraisal and environmental audit.   The                  
District has indicated it is interested in contracting for the                  
purchase of the Property if there is no closing on the current                  
Purchase Contract.  See Letter from District attached as Appendix               
2.  Thus, the Company is soliciting authority to sell the Property              
to the District if the contract with the Buyers does not close.                 
The purchase price under negotiation with the District was also $2              
million.  The authority to sell to the District is limited to a                 
price of at least $2 million pursuant to a contract similar to                  
Appendix 1, except that County Commissioner approval would be                   
required.                                                                       

Company officers and directors holding directly or indirectly         
the power to vote 812,592 shares, or 31.1% of the outstanding                   
shares, have indicated they intend to vote their shares in favor of             
the sale transaction.  No proxies nor agreements relating to shares             
held by management have been entered into by members of management.             

RIGHTS OF DISSENTING SHAREHOLDERS               

IF THE SHAREHOLDERS APPROVE THE DISSOLUTION AND LIQUIDATION OF        
THE COMPANY AS PROPOSED, THEN, AS PROVIDED IN THE COLORADO BUSINESS             
CORPORATION, ACT, SECTION 7-112-102, DISSENTERS' RIGHTS ARE                     
AVAILABLE.                                                                      

Shareholders of the Company are entitled to exercise                  
dissenters' rights pursuant to the provisions of Sections 7-113-102             
and 7-113-103 of the Colorado Business Corporation Act (the                     

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"CBCA"), copies of which sections are included with this proxy                  
statement as Appendix 3.  In accordance with these sections, the                
Company's shareholders have the right to dissent from the sale of               
the Company's assets and to be paid the "fair value" of their                   
common stock.  (See, CBCA Section 7-113-102)  In this context, the              
term "fair value" means the value of a shareholder's common stock               
immediately before the Closing Date of the sale.  Holders of                    
options to purchase Company common stock have no similar rights of              
appraisal under applicable Colorado law.                                        

Under Section 7-113-102 of the CBCA, where a sale of                  
substantially all the corporation's property and assets is to be                
submitted for approval at a meeting of shareholders, the                        
corporation must notify each of its shareholders of the right to                
dissent and must include in the notice a copy of Sections                       
7-113-101-103, 201-209 and 301-302 of the CBCA.  This Proxy                     
Statement constitutes this notice to the shareholders of the                    
Company.  The applicable statutory provisions of the CBCA are                   
attached as Appendix 3.                                                         

The following discussion is not a complete statement of the           
law pertaining to a dissenting shareholder's rights under the CBCA              
and is qualified in its entirety by the full text of the Sections               
attached as Appendix 3.  Any shareholder who wishes to exercise the             
right to dissent and demand the fair value of his or her shares, or             
who wishes to preserve the right to do so, should review the                    
following discussion and Appendix 3 carefully because failure to                
timely and properly comply with the procedures will result in the               
loss of a shareholder's right to dissent under the CBCA.                        

A shareholder of the Company wishing to exercise the right to         
demand payment for his or her common stock must first file, before              
the vote of shareholders is taken at the Special Meeting, a written             
notice of intent to demand payment for his or her common stock and              
must, in addition, not vote in favor of the sale of substantially               
all the Company's assets pursuant to the Purchase Agreement.                    
Because a proxy which does not contain voting instructions will,                
unless revoked, be voted FOR the sale of substantially all the                  
Company's assets, a shareholder who votes by proxy and who wishes               
to exercise dissenter's rights must (i) vote AGAINST the resolution             
to sell, or (ii) ABSTAIN from voting on this resolution.  A vote                
against the resolution, in person or by proxy, will not in and of               
itself constitute a written notice of intent to demand payment for              
a shareholder's common stock satisfying the requirements of Section             
7-113-204 of the CBCA.                                                          

A demand for payment must be executed by or for the                   
shareholder pursuant to a Dissenters' Notice provided by the                    
Company within 10 days after the Special Meeting.  If the common                
stock is owned of record in a fiduciary capacity, such as by a                  
trustee, guardian or custodian, the demand must be executed by the              
fiduciary.  If the common stock is owned of record by more than one             

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person, as in a joint tenancy or tenancy in common, the demand must             
be executed by all joint owners.  An authorized agent, including an             
agent for two or more joint owners, may execute the Dissenters'                 
Notice for a shareholder of record; however, the agent must                     
identify the record owner and expressly disclose the fact that, in              
exercising the demand, he is acting as agent for the record owner.              

A record owner who holds shares as a nominee for others, such         
as a broker, may demand payment for the shares held for all, or                 
fewer than all, of the beneficial owners of such shares.  In such               
a case, the Dissenters' Notice should set forth the number of                   
shares to which it relates.  When no number of shares is expressly              
mentioned, the Dissenters' Notice will be presumed to cover all                 
shares standing in the name of the record owner.  Beneficial owners             
of common stock who are not record owners and who intend to                     
exercise payment rights should instruct the record owner to comply              
with the statutory requirements with respect to the exercise of                 
payment rights before the date of the applicable Special Meeting.               

Within 10 days after the Special Meeting in which the sale            
pursuant to the Purchase Agreement is authorized, the Company will              
cause to be mailed to each shareholder who has properly asserted                
dissenter's rights a Dissenters' Notice that contains (i) the                   
address to which a demand for payment and stock certificates must               
be sent in order to receive payment; and (ii) a form to be used by              
the shareholder who dissents, and to demand payment and the date by             
which such demand must be made.  To receive the fair value of his               
or her common stock a dissenting shareholder must demand payment                
and deposit his or her certificates within 30 days after the                    
aforesaid notice is given.                                                      

After the Company receives a valid demand for payment, it will        
cause to be remitted to each dissenting shareholder who has                     
properly asserted dissenter's rights the fair value of his or her               
shares of Common Stock, with interest at the legal rate computed                
from the Closing Date.  Payment will be accompanied by (i) the                  
financial statements of the Company for its most recently completed             
fiscal year; (ii) an estimate of the fair value of the common                   
shares with respect to which dissenters' rights have been exercised             
and a brief description of the method used to reach the estimate;               
and (iii) an statement of the dissenter's right to demand payment               
if he or she is dissatisfied with the payment made as provided in               
Section 7-113-209 and a copy of the dissenter's provisions in                   
Sections 7-113-101-103, 201-209 and 301-302 of the CBCA.                        

If a dissenting shareholder believes that the amount remitted         
by the Company is less than the fair value of his or her common                 
shares plus interest, the dissenting shareholder may give written               
notice to the Company of his or her own estimate of the fair value              
for the common shares plus interest and demand a supplemental                   
payment for the difference.  Any written demand for supplemental                

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payment must be made within 30 days after the Company mailed its                
original remittance.                                                            

Within 60 days after receiving a demand for supplemental              
payment, the Company must either pay the amount of the supplemental             
payment demanded (or agreed to between the dissenting shareholder               
and the Company) or file a petition in the state courts of Colorado             
requesting that the court determine the fair value of the common                
shares plus interest.  Any petition so filed must name as parties               
all dissenting shareholders who have demanded supplemental payments             
and who have been unable to reach an agreement with the Company                 
concerning the fair value of their common shares.  The court may                
appoint appraisers, with such power and authority as the court                  
deems proper, to receive evidence on and recommend the amount of                
fair value of the common shares.  The jurisdiction of the court is              
plenary and exclusive, and the fair value as determined by the                  
court is binding on all shareholders, wherever located.  A                      
dissenting shareholder, if successful, is entitled to a judgment                
for the amount by which the fair value of his or her common shares              
as determined by the court exceeds the amount originally remitted               
by the Company.                                                                 

Generally the costs and expenses associated with a court              
proceeding to determine the fair value of the Company's common                  
stock will be borne by the Company, unless the court finds that a               
dissenting shareholder has demanded supplemental payment in a                   
manner which is arbitrary, vexatious or not in good faith.  Similar             
costs and expenses may also be assessed in instances where the                  
Company has failed to comply with the procedures in Section                     
7-113-302 pertaining to dissenters' rights discussed above.  The                
court may award attorneys' fees to an attorney representing                     
dissenting shareholders out of any amount awarded to such                       
dissenters if the court finds such services were substantial.                   

Failure to follow the steps required by the CBCA for asserting        
dissenters' rights may result in the loss of a shareholder's rights             
to demand the fair value of his or her shares of the Company's                  
common stock.  Shareholders considering seeking appraisal should                
realize that the fair value of their shares, as determined under                
the CBCA in the manner outlined above, could be more than, the same             
as or less than the value of the cash and assumption of liabilities             
they would be entitled to as a result of the sale if they did not               
seek appraisal of their shares.                                                 

ACTIVITIES OF THE COMPANY FOLLOWING THE PROPOSED SALE               

Following the proposed sale of the Property, the Company's            
assets are expected to consist of refunds of prepaid deposits and               
cash to the extent that such have not been utilized to pay debt and             
past due and accrued property taxes without adjustment for                      
operating results through closing of the Purchase Agreement.  In                
view of the fact that the net sale price, approximately $1,995,000              

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net, is expected to be less than the amount due creditors, property             
taxes and estimated expenses through closing, the Company has                   
negotiated with its principal creditors for them to accept less                 
than the full amount due them.  Obviously there is no assurance                 
that such negotiations will be successful; however, the fact that               
the issuance of an Arapahoe County Treasurer's Deed on the property             
would effectively eliminate the Property as a source of funds to                
pay creditors, except Arapahoe County, should likely provide                    
incentive to creditors to accept less than full payment for their               
respective claims.                                                              

If and when the Company completes the sale of the water park          
property and eliminates all or most of its liabilities, management              
intends to seek out an appropriate operating privately-held entity              
which is seeking to become a publicly-held company and hopefully                
effect a business combination with such entity. The Company has not             
made any contacts in that respect, nor established any criteria for             
such entity, nor engaged any agents for the purpose of locating                 
such an entity.  No activities in that respect are expected to                  
occur until after closing on the Purchase Agreement.  Obviously,                
there is no assurance that a suitable entity for a proposed                     
business combination will be located or, if located, that such                  
business combination can be negotiated on terms acceptable to the               
parties.                                                                        

FEDERAL INCOME TAX CONSEQUENCES               

In General.  The following summary of the anticipated federal         
income tax consequences to the Company of the proposed sale of                  
assets is not intended as tax advice and is not intended to be a                
complete description of the federal income tax consequences of the              
proposed transactions.  This summary is based upon the Internal                 
Revenue Code of 1986 (the "Code"), as presently in effect, the                  
rules and regulations promulgated thereunder, current                           
administrative interpretations and court decisions.  No assurance               
can be given that future legislation, regulations, administrative               
interpretations or court decisions will not significantly change                
these authorities (possibly with retroactive effect).                           

No rulings have been requested or received from the Internal          
Revenue Service ("IRS") as to the matters discussed and there is no             
intent to seek any such ruling.  Accordingly, no assurance can be               
given that the IRS will not challenge the tax treatment of certain              
matters discussed or, if it does challenge the tax treatment, that              
it will not be successful.                                                      

The discussion of federal income tax consequences set forth           
below is directed primarily toward individual taxpayers who are                 
citizens or residents of the United States.  However, because of                
the complexities of federal, state and local income tax laws, it is             
recommended that the Company's shareholders consult their own tax               
advisors concerning the federal, state and local tax consequences               

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of the proposed transactions to them.  Further, persons who are                 
trusts, tax-exempt entities, corporations subject to specialized                
federal income tax rules (for example, insurance companies) or                  
non-U.S. citizens or residents are particularly cautioned to                    
consult their tax advisors in considering the tax consequences of               
the proposed transactions.                                                      

Federal Income Tax Consequences to the Company.  The sale of          
substantially all of the assets of the Company pursuant to the                  
Purchase Agreement will be a taxable sale by the Company upon which             
gain or loss may be recognized by the Company.  The amount of gain              
or loss recognized by the Company with respect to the sale of a                 
particular asset will be measured by the difference between the                 
amount realized by the Company on the sale of that asset and the                
Company's tax basis in that asset.  The amount realized by the                  
Company on the sale of substantially all of its assets will include             
the amount of cash received, the fair market value of any other                 
property received.  For purposes of determining the amount realized             
by the Company with respect to specific assets, the total amount                
realized by the Company will generally be allocated among the                   
assets according to the rules prescribed under the Code.  The                   
Company's basis in its assets is generally equal to their cost, as              
adjusted for certain items, such as depreciation.                               

The determination of whether gain or loss is recognized by the        
Company will be made with respect to each of the assets to be sold.             
Accordingly, the Company may recognize gain on the sale of certain              
assets and loss on the sale of certain others, depending on the                 
amount of consideration allocated to an asset as compared with the              
basis of that asset.  The gains and losses may offset, except that              
capital losses may be used to offset only capital gains.  The                   
Company may recognize a net gain as a result of the sale of all its             
assets.  Nevertheless, the Company believes its net operating loss              
carryover and its capital loss carryover to the year of sale are                
sufficient to offset gain, if any.  Therefore, the Company believes             
it will incur no federal income tax liability as a result of the                
sale of its assets.                                                             

MARKET INFORMATION ON THE COMPANY'S COMMON STOCK              

The Company's common stock is traded on the NASD Electronic           
Bulletin Board.  The range of high and low bid prices set forth                 
below have been obtained from sources believed to be reliable based             
on reports from the National Association of Securities Dealers.                 

Calendar 1996     Calendar 1997    Calendar 1998        
-------------     -------------    -------------        
Quarter     Low    High       Low    High      Low    High                    
-------     ---    ----       ---    ----      ---    ----                    
First       .25    .50        .50    .50       .12    .21                     
Second      .25    .50        .37    .50                                      
Third       .50    .50        .37    .50                                      
Fourth      .50    .50        .25    .50                                      

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The Company is informed there has been very little volume in          
trading of its common stock during the above periods.                           

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF               

The common stock, par value $.01 per share, of the Company is         
the only class of stock entitled to vote at the meeting.  As of                 
July __, 1998, the Company had issued and outstanding 2,610,475                 
shares of common stock.  Each shareholder will be entitled to cast              
one vote in person or by proxy for each share of common stock held              
by him.  Only shareholders of record at the close of business on                
July __, 1998 will be entitled to vote at the meeting.                          

Information as to the name, address and holdings of each              
person known by the Company to be the beneficial owner of more than             
5% of its common stock as of July __, 1998, is set forth below.                 
Beneficial ownership of common stock has been determined for                    
purposes of this table based on Rule 13d-3 promulgated by the                   
Securities and Exchange Commission under the Securities Exchange                
Act of 1934.  Under this rule, a person is, in general, deemed to               
be the beneficial owner of a security if the person has or shares               
voting power or investment power in respect of such security or has             
the right to acquire beneficial ownership of the security within                
sixty (60) days.                                                                

Members of management intend to vote all shares of common             
stock held by them respectively FOR the sale of all the Company's               
assets pursuant to the Contract to Buy and Sell Real Estate and FOR             
such sale of all the Company's assets to South Suburban Park and                
Recreation District as a back-up purchaser.                                     

Amount of     
Name and Address              Common Stock            Percent               
of Beneficial Owner         Beneficially Owned         of Class               
-------------------         ------------------         --------               
Kenneth M. Dalton (1)(2)          668,419                 25.6%                 
26 Tamarade Drive                                                               
Littleton, CO  80127                                                            

Rod K. Barksdale (1)(2)            88,007                  3.3%                 
2921 Sopris Avenue                                                              
Glenwood Springs, CO  81601                                                     

Ren Berggren (1)(2)(3)                  0                    0%                 
1700 East 68th Avenue                                                           
Denver, CO 80229                                                                

James F. Silliman, M.D.           192,142                  7.4%                 
7408 Greenbriar                                                                 
Dallas, TX 75225                                                                

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Keith A. Lowery                   144,734                  5.5%                 
7477 Singing Hills Drive                                                        
Boulder, CO  80301                                                              

Officers and Directors            812,592(4)              31.1%                 
as a Group (3 Persons)                                                        
____________________                                                            

(1)  Directors of the Company.                                              

(2)  Officers of the Company                                                

(3)  Mr. Berggren is an officer, director and shareholder of Vancol         
Industries, Inc. which company owns 56,166 shares of common           
stock of the Company.  He disclaims personal beneficial               
ownership of the shares of common stock of the Company owned          
by Vancol Industries, Inc.                                            

(4)  For purposes hereof the shares held by Vancol Industries, Inc.         
are included in the calculation.                                      

FINANCIAL AND OTHER INFORMATION               

Financial Statements.  The Company's audited financial                
statements at March 31, 1998 and 1997 and for the periods ended                 
March 31, 1998, 1997 and 1996 and Management's Discussion and                   
Analysis of Results of Operations are included in the Form 10-K                 
Annual Report as filed with the U.S. Securities and Exchange                    
Commission for the year ended March 31, 1998 enclosed herewith.                 

Pro Forma Financial Information.  The following unaudited Pro         
Forma Balance Sheet at March 31, 1998 gives effect to the proposed              
sale of substantially all the assets of the Company, as if the                  
proposed September 14, 1998 transaction had occurred on March 31,               
1998.  No pro forma statement of operations has been presented.                 
Since after the sale there will be no operations, a pro forma                   
statement of operations would show no material revenue and no                   
material expenses assuming the sale of the Company's assets.  The               
Company's operating season with the water park property will be                 
completed September 7, 1998, except for closing and winterizing.                
Scheduled closing on the Purchase Contract is September 14, 1998.               
The Company will retain all operating revenues and pay all                      
operating expenses of the water park through closing, including                 
prorated property taxes for 1998.  The Company is not in a position             
to predict operating results for the 1998 season with a reasonable              
degree of accuracy.  Readers are referred to historical financial               
operating data included in the Company's Form 10-K Annual Report                
for the year ended March 31, 1998 which is enclosed with the proxy              
statement.                                                                      

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PRO FORMA BALANCE SHEET             

                                                                · Download Table


BALANCE SHEET (Unaudited)     3/31/98        Adjustment         As Adjusted
-------------                 -------        ----------         -----------
                                                                           
CURRENT ASSETS                                                             

Cash                           1,841        1,995,000 (1)         130,051  
                                           (1,866,790)(3)                  
Prepaid Expenses               6,607                0               6,607  
                           ---------                            ---------  
  Total Current Assets         8,448                              136,658  

OTHER ASSETS                                                               

Property and Equipment,                                                    
  -net of accumulated                                                      
   depreciation            1,885,031       (1,885,031)(1)               0  
Deposits                      17,245                0              17,245  
                           ---------                            ---------  
                           1,902,276                               17,245  

    Total Assets           1,910,724                              153,903  

CURRENT LIABILITIES                                                        

Notes Payable-Current      1,201,567         (238,750)(2)               0  
                                             (962,817)(3)                  
Notes Payable-Related                                                      
 Parties                      97,400          (97,400)(3)               0  
Property Taxes Payable       566,762         (566,762)(3)               0  
Accrued Interest             151,176         (151,176)(3)               0  
Accounts Payable-Trade        18,926          (18,926)(3)               0  
Deferred Income               31,845          (31,845)(3)               0  
                           ---------                            ---------  
Total Current                                                              
 Liabilities               2,067,676                                    0  

Notes Payable                                                              
  -net of current                                                          
 portion                      37,864          (37,864)(3)               0  
                           ---------                            ---------  
Total Liabilities          2,105,540                                    0  
                           ---------                            ---------  

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                                                                · Download Table


BALANCE SHEET (Unaudited)           3/31/98      Adjustment      As Adjusted  
-------------                       -------      ----------      -----------  
                                                                              
STOCKHOLDERS' EQUITY                                                          

Preferred Stock, $.01 Par                                                     
 Value 25,000,000 Shares                                                      
 Authorized;  None Issued                                                     
 and Outstanding                                                              

Common Stock, $.001 Par Value                                                 
100,000,000 Shares Authorized;                                                
  2,610,470 Issued and                                                        
  Outstanding                         2,611              0              2,611 

Additional Paid-In Capital        4,377,574              0 (1)      4,377,574 
Retained Earnings                (4,575,001)      (109,969)(1)                
                                                  (238,750)(2)     (4,225,282)
                                 ----------                         --------- 
 Total Stockholders' Equity        (194,816)                          153,903 

   Total Liabilities and                                                      
    Stockholders' Equity          1,910,724                           153,903 
                                  =========                         ========= 


____________________                                                            

Notes to Pro Forma Financial Statements                                         

(1)  To record proposed sale of property assuming net proceeds from the         
sale of $1,995,000.                                                   

(2)  To record gain of $238,750 estimated through negotiated reductions         
in outstanding indebtedness.  Assumes creditors, particularly         
holders of 10% Secured Promissory Notes, agree to accept $238,750     
less than full amount of the amounts due thereon which will result    
in excess cash of $238,750 without adjustment for operations          
through closing date including 1998 property taxes, estimated at      
$75,000, through closing date on the sale of the Property.            

(3)  To record payment of liabilities.                                          

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DESCRIPTION OF BUSINESS AND PROPERTY          

The Company is engaged in one business only, that is the ownership    
and operation of one water park located in the southeast part of the            
Denver Metro Area.  The park is on 16 acres, has various water features,        
including a wave pool, kiddie pool and various water slides.  It also           
has volleyball courts and offers food and beverages through concession          
facilities.  The property is encumbered with a tax lien certificate and         
two liens securing indebtedness which are currently in default.  See            
Financial Statements and Management's Discussion and Analysis of Results        
of Operations in Form 10-K Annual Report for the year ended March 31,           
1998 enclosed herewith for further details.                                     

AUDITORS          

Schumacher & Associates, Inc. served as independent auditors of the   
Company during the fiscal year ended March 31, 1998.  A representative          
of Schumacher & Associates, Inc., who will have an opportunity to make          
a statement if he so desires, will be present at the meeting and will be        
available to respond to appropriate questions.                                  

FORM 10-K ANNUAL REPORT         

Included with this Proxy Statement is a copy of the Company's Form    
10-K Annual Report for the year ended March 31, 1998 as filed with the          
U.S. Securities and Exchange Commission.                                        

OTHER MATTERS         

The Board of Directors does not intend to bring before the meeting    
any business other than as set forth in this Proxy Statement, and has           
not been informed that any other business is to be presented to the             
meeting.  However, if any matters other than those referred to above            
should properly come before the meeting, it is the intention of the             
persons named in the enclosed Proxy to vote such proxy in accordance            
with their best judgment.                                                       

Please sign and return promptly the enclosed Proxy in the envelope    
provided.  The signing of a Proxy will not prevent your attending the           
meeting and voting in person.                                                   

                  BY ORDER OF THE BOARD OF DIRECTORS

 Kenneth M. Dalton
President       

Dated:  July __, 1998                                                           

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APPENDIXES                      

Appendix 1     Contract to Buy and Sell Real Estate - Marc W. Logan,            
     Robb MacMillan and Jack Wasserman, M.D., a Professional
Corporation                                       

Appendix 2     Letter from South Suburban Park & Recreation District            

Appendix 3     Sections 7-113-101-103, 301-209 and 301-302 of the               
Colorado Business Corporation Act                 

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                                        APPENDIX 1
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES              
SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING              

COMMERCIAL              

CONTRACT TO BUY AND SELL REAL ESTATE              

                                     June 12, 1998
1)  PARTIES AND PROPERTY.                                                       

Marc W. Logan, Robb MacMillan and Jack Wasserman, M.D. a              
Professional Corporation                                              
Buyer(s) , agree to buy, and the undersigned seller, The Southshore             
Corporation, agrees to sell, on the terms and conditions set forth              
in this contract, the following described real estate in the County             
of Arapaho, Colorado, to wit:                                                   

See attached Exhibit "A":                                             

known as 10750 East Briarwood Avenue, Englewood, Colorado 80112,                
together with all interest of Seller in vacated streets and alleys              
adjacent thereto, all assessments and other appurtenances thereto,              
all improvements thereon and all attached fixtures thereon, except              
as herein excluded (collectively the Property).                                 

2)  INCLUSIONS/EXCLUSIONS.  The purchase price includes the                     
following items (a) if attached to the Property on the date of this             
contract: lighting, heating, softeners, smoke/fire/burglar alarms,              
security devices, inside telephone wiring and connecting                        
blocks/jacks, plants, mirrors, floor coverings, intercom systems,               
built-in kitchen appliances, sprinkler systems and controls;  (b)               
if on the Property whether attached or not on the date of this                  
contract: storm windows, storm doors, window and porch shades,                  
awnings, blinds, screens, curtain rods, drapery rods, all keys and              
(c)  all personal property owned by the Seller presently located on             
the Property used in the operation or maintenance of the Property               
in its "as is" condition.                                                       

The Above-described included items (Inclusions) are to be conveyed              
to Buyer by Seller by bill of sale at the closing, free and clear               
of all taxes, liens and encumbrances, except as provided in Section             
12.  The following attached fixtures are excluded from this sale:\              

NONE                                                                  

3)  PURCHASE PRICE AND TERMS. The purchase price shall be                       
$2,000,000.00, payable in U.S. dollars by Buyer as follows:                     
(Complete the applicable terms below.)                                          

(a)  Earnest Money.                                                   

$75,000.00 in the form of cash, bank cashier s check or bank wire               
transfer, as earnest money deposit and part payment of the purchase             

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price, payable to and held by Stewart Title in it s trust account               
on behalf of both Seller and Buyer. Stewart Title is authorized to              
deliver the earnest money deposit and any accrued interest to the               
closing agent, if any, at or before closing.                                    

The balance of $1,925,000.00 (purchase price less earnest             
money) shall be paid as follows:                                              

(b)  Cash at Closing.                                                 

$1,925,000.00, plus closing costs, to be paid by Buyer at Closing               
in Funds which comply with all applicable Colorado laws, which                  
include cash, electronic transfer funds, certified check, savings               
and loan teller s check, and cashier s check (Good Funds).                      

(c)  New Loan.  [See Section 4]                                       

(d)  Assumption.  N/A                                                 

4. FINANCING CONDITIONS AND OBLIGATIONS.                                  

This offer is specifically contingent on Buyer s ability to           
obtain a loan of $1,400,000.00 at an interest rate not to exceed                
10% for a term no less than 15 years, and an amortization rate no               
less than 25 years and with origination fees no greater than 3%                 
within 45 days of CDMEC. Buyer shall deliver to seller a true copy              
of the financing commitment from seller s lender.                               

5. APPRAISAL PROVISION.  (Check only one box.)  This Section 5            

________shall apply     __X_____shall not apply                       

If this Section 5 applies, as indicated above, Buyer shall have the             
sole option and election to terminate this contract if the purchase             
price exceeds the Property s valuation as determined by an                      
appraiser engaged by Buyer.  The contract shall be terminated by                
the Buyer causing the Seller to receive written notice from lender              
which confirms the Property s valuation is less than the purchase               
price, on or notice of termination on or before the appraisal                   
deadline, Buyer waives any right to terminate under this section.               

6. COST OF APPRAISAL.  Cost of any appraisal to be obtained after         
the date of this contract shall be timely paid by Buyer.                        

7. ASSIGNABLE.  This contract shall be assignable by Buyer with           
Seller s prior written consent; such consent shall not be                       
unreasonably withheld. It is anticipated that Buyer s will be                   
organizers, incorporators or founders of a business entity, such as             
a corporation or limited liability company formed to hold title to              
the Southshore Property. Except as so restricted, this contract                 
shall inure to the benefit of and be binding upon the heirs,                    
personal representatives, successors and assigns of the parties.                

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8. EVIDENCE OF TITLE.  Seller shall furnish to Buyer, at Seller s         
expense, a current commitment for owner s title insurance policy in             
an amount equal to the purchase price on or before 14 CDMEC (Title              
Deadline).  Buyer may require of Seller that copies of instruments              
listed in the schedule of exceptions (Exceptions) in the title                  
insurance commitment also be furnished to Buyer at Seller s                     
expense.  This requirement shall pertain only to instruments shown              
of record in the office of the clerk and recorder of the designated             
county or counties.  The title insurance commitment, together with              
any copies of instruments furnished pursuant to this Section 8,                 
constitute the title documents (Title Documents).  Buyer, or                    
Buyer s designee, must request Seller, in writing, to furnish                   
copies of instruments listed in the schedule of exceptions no later             
than 10 calendar days after title Deadline.  Seller will pay the                
premium at closing and have the title insurance policy delivered to             
Buyer as soon as practicable after closing.                                     

9. TITLE.                                                                 

(a)Title Review.  Buyer shall have the right to inspect the         
title Documents.  Written notice by Buyer of unmerchantability of               
title or of any other unsatisfactory title condition shown by the               
Title Documents shall be signed by or on behalf of Buyer and given              
to Seller on or before 10 calendar days after Title Deadline, or                
within five (5) calendar days after receipt by Buyer of any Title               
Document(s) or endorsement (s) adding new Exception(s) to the title             
commitment together with a copy of the Title Document adding new                
Exception(s) to title.  If seller does not receive Buyer s notice               
by the date(s) specified above, Buyer accepts the condition of                  
title as disclosed by the Title Documents as satisfactory.                    

(b)Matters Not Shown by the Public Records.  Seller shall           
deliver to Buyer, on or before the Title Deadline set forth in                  
Section 8, true copies of all lease(s) and survey(s) in Seller s                
possession pertaining to the Property and shall disclose to Buyer               
all easements, liens or other title matters not shown by the public             
records of which Seller has actual knowledge.  Buyer shall have the             
right to inspect the Property to determine if any third party(s)                
has any right in the Property not shown by the public records (such             
as an unrecorded easement, unrecorded lease, or boundary line                   
discrepancy).  Written notice of any unsatisfactory condition (s)               
disclosed by Seller or revealed by such inspection shall be signed              
by or on behalf of Buyer and given to Seller on or before 30 CDMEC.             
If Seller does not receive Buyer s notice by said date, Buyer                   
accepts title subject to such rights, if any, of third parties of               
which Buyer has actual knowledge.                                               

(c)Right to Cure.  If Seller receives notice of                     
unmerchantability of title or any other unsatisfactory title                    
condition(s) as provided in subsection (a) or (b) above, Seller                 
shall use reasonable effort to correct said unsatisfactory title                
condition(s) on or before the date of closing, this contract shall              
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then terminate; provided, however, Buyer may, by written notice                 
received by Seller, on or before closing, waive objection to said               
unsatisfactory title conditional(s).                                            

10. INSPECTION.  Buyer or any designee shall have the right to              
have inspection(s) of the physical condition of the Property and                
Inclusions at Buyer s expense.  If written notice of any                        
unsatisfactory condition, signed by or on behalf of Buyer, is not               
received by Seller on or before 45 CDMEC (Objection Deadline), the              
physical condition of the Property and Inclusions shall be deemed               
to be satisfactory to Buyer.  If such notice is received by Seller              
as set forth above, and if Buyer and Seller have not agreed, in                 
writing, to a settlement thereof on or before 60 CDMEC (Resolution              
Deadline), this contract shall terminated three calendar days                   
following the Resolution Deadline, and the Deposit shall be                     
returned; unless, within the three calendar days, Seller receives               
written notice from Buyer waiving objection to any unsatisfactory               
conditions.  Buyer is responsible for and shall pay for any damage              
which occurs to the Property and Inclusions as a result of such                 
inspection.                                                                     

11. DATE OF CLOSING.  The date of closing shall be 90 CDMEC, or by          
mutual agreement at an earlier date.  The place of closing shall be             
at Stewart Title, 50 South Steele Street, Suite 600, Denver,                    
Colorado, at an hour to be mutually agreed upon.                                

12. TRANSFER OF TITLE. Subject to tender or payment at closing as           
required herein and compliance by Buyer with the other terms and                
provisions hereof, Seller shall execute and deliver a good and                  
sufficient General Warranty deed to Buyer, on closing, conveying                
the Property free and clear of all taxes except the general taxes               
for the year of closing, and except none other.  Title shall be                 
conveyed free and clear of all liens for special improvements                   
installed as of the date of Buyer s signature hereon, whether                   
assessed or not, except (I) distribution utility assessments                    
(including cable TV), (ii) those matters reflected by the Title                 
Documents accepted by Buyer in accordance with subsection 9(a),                 
(iii) those rights, if any, of third parties in the property not                
shown by the public records in accordance with subsection 9(b),                 
(iv) inclusion of the Property within any special taxing district,              
and (v) subject to building and zoning regulations.                             

13. PAYMENT OF ENCUMBRANCES.  Any encumbrance required to be paid           
shall be paid by Seller at or before closing from the proceeds of               
this transaction or from any other source.                                      

14. CLOSING COSTS, DOCUMENTS AND SERVICES.  Buyer and Seller shall          
pay, in Good Funds, their respective closing costs and all other                
items required to be paid at closing, except as otherwise provided              
herein.  Buyer and Seller shall sign and complete all customary or              
required documents at or before closing.  Fees for real estate                  
closing services shall not exceed $400.00 and shall be paid at                  

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closing by Buyer and Seller equally.  The local transfer tax,if                 
any, shall be paid at closing by Seller.  Any sales and use tax                 
that may accrue because of this transaction shall be paid when due              
by Buyer.                                                                       

15. PRORATIONS.  General taxes for the year of closing, based on            
the most recent levy and the most recent assessment, rents, water               
and sewer charges, owner s association dues, and other similar                  
items shall be prorated to date of closing.                                     

16. POSSESSION.  Possession of the Property shall be delivered to           
Buyer as follows:                                                               

On date of delivery of deed at the Closing.                           

If Seller, after closing, fails to deliver possession on the date               
herein specified, Seller shall be subject to eviction and shall be              
additionally liable to Buyer for payment of $1,000 per day from the             
date of agreed possession until possession is delivered.                        

17. CONDITION OF AND DAMAGE TO PROPERTY.  Except as otherwise               
provided in this contract, the Property and Inclusions shall be                 
delivered in the condition existing as of the date of this                      
contract, ordinary wear and tear excepted.  In the event the                    
Property shall be damaged by fire or other casualty prior to time               
of closing, in an amount of not more than ten percent of the total              
purchase price, Seller shall be obligated to repair the same before             
the date of closing.  In the event such damage is not repaired                  
within said time or if the damages exceed such sum, this contract               
may be terminated at the option of Buyer and all Deposits shall be              
immediately returned.  Should Buyer elect to carry out this                     
contract despite such damage, Buyer shall be entitled to credit for             
all the insurance proceeds resulting from such damage to the                    
Property and Inclusions, not exceeding, however, the total purchase             
price.  Should any Inclusion(s) or Service(s) fail or be damaged                
between the date of this contract and the date of closing or the                
date of possession, whichever shall be earlier, then Seller shall               
be liable for the repair or replacement of such Inclusion(s) or                 
service(s) with a unit of similar size, age and quality, or an                  
equivalent credit, less any insurance proceeds received by Buyer                
covering such repair or replacement.                                            

18. TIME OF ESSENCE/REMEDIES.  Time is of the essence hereof.  If           
any note or check received as earnest money hereunder or any other              
payment due hereunder is not paid, honored or tendered when due, or             
if any other obligation hereunder is not performed or waived as                 
herein provided, there shall be the following remedies:                         

(a)  IF BUYER IS IN DEFAULT:  (Check one box only.)                   

(1)  Specific Performance.  N/A                                       

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(2)  Liquidated Damages.  All payments and things of                  
value received hereunder shall be forfeited by Buyer and retained               
on behalf of Seller and both parties shall thereafter be released               
from all obligations hereunder.  It is agreed that such payments                
and things of value are LIQUIDATED DAMAGES and (except as provided              
in subsection (c) are SELLER S SOLE AND ONLY REMEDY for Buyer s                 
failure to perform the obligations of this contract.  Seller                    
expressly waives the remedies of specific performance and                       
additional damages.                                                             

(b)  IF SELLER IS IN DEFAULT: Buyer may elect to treat this           
contract as cancelled, in which case all payments and things of                 
value received hereunder shall be returned and Buyer may recover                
such damages as may be proper, or Buyer may elect to treat this                 
contract as being in full force and effect and Buyer shall have the             
right to specific performance or damages, or both.                              

(c)  COSTS AND EXPENSES: Anything to the contrary herein              
notwithstanding, in the event of any arbitration or litigation                  
arising out of this contract, the arbitrator or court shall award               
to the prevailing party all reasonable costs and expenses,                      
including attorney fees.                                                        

19. EARNEST MONEY DISPUTE.  Notwithstanding any termination of              
this contract, Buyer and Seller agree that, in the event of any                 
controversy regarding the earnest money and things of value held by             
broker or closing agent, unless mutual written instructions are                 
received by the holder of the earnest money and things of value,                
broker or closing agent shall not be required to take any action                
but may await any proceeding, or at broker s or closing agent s                 
option and sole discretion, may interplead all parties and deposit              
any moneys or things of value into a court of competent                         
jurisdiction and shall recover court costs and reasonable attorney              
fees.                                                                           

20. ALTERNATIVE DISPUTE RESOLUTION: MEDIATION.  If a dispute                
arises relating to this contract, and is not resolved, the parties              
involved in such dispute (Disputants) shall first proceed in good               
faith to submit the matter to mediation.  The Disputants will                   
jointly appoint an acceptable mediator and will share equally in                
the cost of such mediation.  In the event the entire dispute is not             
resolved within thirty (30) calendar days from the date written                 
notice requesting mediation is sent by one Disputant to the                     
other(s), the mediation, unless otherwise agree, shall terminate.               
This section shall not alter any date in this contract, unless                  
otherwise agreed.                                                               

21. ADDITIONAL PROVISIONS:  (The language of these additional               
provisions has not been approved by the Colorado Real Estate                    
Commission.)                                                                    

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See attached Addendum for Additional Provisions, Paragraphs a)                  
through o).                                                                     

22. RECOMMENDATION OF LEGAL COUNSEL.  By signing this document,             
Buyer and Seller acknowledge that the Selling Company or the                    
Listing Company has advised that this document has important legal              
consequences and has recommended the examination of title and                   
consultation with legal and tax or other counsel before signing                 
this contract.                                                                  

23. TERMINATION.  In the event this contract is terminated, all             
payments and things of value received hereunder shall be returned               
and the parties shall be relieved of all obligations hereunder,                 
subject to Section 19.                                                          

24. SELLING COMPANY BROKER RELATIONSHIP.  The selling broker,               
(none), and its salespersons have been engaged as  (none).  Selling             
Company has previously disclosed in writing to the Buyer that                   
different relationships are available which include buyer agency,               
seller agency, subagency, or transaction-broker.                                

25. NOTICE TO BUYER.  Any notice to Buyer shall be effective when           
received by Buyer, or if this box is checked ______ when received               
by Selling Company.                                                             

26. NOTICE TO SELLER.  Any notice to Seller shall be effective              
when received by Seller or Listing Company.                                     

27. MODIFICATION OF THIS CONTRACT.  No subsequent Modification of           
any of the Terms of this contract shall be valid, binding upon the              
parties, or enforceable unless made in writing and signed by the                
parties.                                                                        

28. ENTIRE AGREEMENT.  This contract, along with the attached               
ADDENDUM, paragraphs a) through p), constitutes the entire contract             
between the parties relating to the subject hereof, and any prior               
agreements pertaining thereto, whether oral or written, have been               
merged and integrated into this contract.                                       

29. NOTICE OF ACCEPTANCE: COUNTERPARTS.  This proposal shall                
expire unless accepted in writing, by Buyer and Seller, as                      
evidenced by their signatures below, and the offering party                     
receives notice of such acceptance on or before June 16, 1998 at                
5:30 P. M. MST (Acceptance Deadline).  If accepted, this document               
shall become a contract between Seller and Buyer.  A copy of this               
document may be executed by each party, separately, and when each               
party has executed a copy thereof, such copies taken together shall             
be deemed to be a full and complete contract between the parties.               

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Marc W. Logan                                                                   
Robb MacMillan                                                                  
Jack Wasserman, M.D. a Professional Corporation                                 
9361 S. Princeton Lane                                                          
Highlands Ranch, Colorado 80126                                                 

BUYER:  /s/ Marc W. Logan                       DATE:  6/16/98                  
By: Marc W. Logan                                                               

BUYER:  /s/ Robb MacMillan                      DATE:  6/16/98                  
By: Robb MacMillan                                                              

BUYER:  /s/ Jack Waserman, M.D.                 DATE:  6/16/98                  
By: Jack Wasserman, M.D. a Professional Corporation                             

SOUTHSHORE CORPORATION                                                          
10750 East Briarwood Avenue                                                     
Englewood, Colorado  80112                                                      

SELLER:  /s/ Kenneth M. Dalton                  DATE:  6/16/98                  
By: Kenneth M. Dalton, President                                                

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ADDENDUM              

To that certain Commercial Contract to Buy and Sell Real Estate                 
dated June 12, 1998 by and between Marc W. Logan, Robb MacMillan                
and Jack Wasserman, M.D. a Professional Corporation as Buyer, and               
Southshore Corporation, as Seller, concerning certain real property             
located at 10750 East Briarwood Avenue, Englewood, Colorado.  If                
any provision in the printed form of said contract is inconsistent              
with any provision contained herein, then and in that event the                 
provision contained in this Addendum shall control.                             

21.  ADDITIONAL PROVISIONS:                                                 

a)Hazardous Materials/ADA Disclosure.  The parties acknowledge            
that various materials utilized in the construction of any                      
improvements situated on the Property may contain materials that                
may have been or may be in the future determined to be toxic,                   
hazardous or undesirable ("Hazardous Materials"), and may need to               
be specifically treated or removed.  In addition, the land ("Land")             
upon which the Property is situated may have been subjected to                  
underground sources.  Current and future federal, state and local               
laws may require the cleanup of the Hazardous Materials at the                  
expense of those parties who have been in the chain of title of                 
ownership of the Property.  The parties further acknowledge that                
the Property may be subject to the Americans With Disabilities Act              
("ADA"), a federal law, which requires, among other matters, that               
tenants and/or owners of "public accommodations" remove barriers in             
order to make the Property accessible by disabled persons and                   
provide auxiliary aids and services for hearing, vision or speech               
impaired persons. Seller warrants that a Phase I Environmental                  
Report has been prepared in the last 60 days and that no hazards of             
any kind were shown.                                                            

b)Inspection.  Section 10 shall be amended by the addition of             
the following language: The term "inspection" shall include but not             
be limited to an inspection of the roof, walls, structural                      
integrity of the Property, and inspection of the inclusions, and a              
determination of the existence or nonexistence of asbestos and urea             
formaldehyde insulation or lead-based paint, PCB transformers,                  
radon gas, hazardous or toxic substances, and/or underground                    
storage tanks in or on the Property and all books, records,                     
maintenance agreements, construction documents or any other                     
documents relating to the waterpark, it s finances or operation.                
The Buyer shall not permit any mechanic s or materialmen s liens to             
be filed against the Property and hereby indemnifies and holds the              
Seller harmless from and against any liability, damage, expense or              
cost which may be incurred by the Seller in connection with any                 
mechanic s or materialmen s liens which may be filed against the                
Property as a result of the provisions of this contract.  This                  
indemnity shall specifically include attorneys  fees and any costs              
incurred by the Seller to enforce this indemnity.                               

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c)Calendar Days.  In the event any date called for herein falls           
on a Saturday, Sunday or Federal or State holiday, said date shall              
be extended to the next business day following such Saturday,                   
Sunday or Federal or State holiday.                                             

d)CDMEC.  As used in this contract, the term "CDMEC" shall be             
defined as calendar days from mutual execution of this contract.                

e)Survey.  On or before sixty (60) calendar days from the waiver          
or satisfaction of the contingencies set forth in Section 10 and 21             
(e), Seller shall furnish to Buyer, at Seller s expense, a current              
monumented or pinned Improvement Survey Plat ("Survey") prepared by             
a land surveyor licenses in the State of Colorado.  The Survey                  
shall be verified to Seller, Buyer, and the title insurance company             
and performed on the Property and shall show thereon the correct                
legal description, acreage and square footage; location of all                  
fences, hedges or walls on or within two (2) feet of all sides of               
all boundaries of the Property; all boundary line dimensions; the               
dimension and location of all improvements; any and all ditches,                
easements, rights-of-way, and adjacent roadways, if any; and the                
location of all visible utilities on the Property and all                       
underground utilities for which there is visible surface Property               
and all underground utilities for which there is visible surface                
evidence.  The Survey shall reflect all exceptions to title (where              
applicable) as reflected on the title commitment and shall disclose             
that a physical inspection on the Property revealed no improvements             
situated upon or adjacent to the Property are the subject of any                
encroachments, and that no easements or rights-of-way have been                 
physically violated in any respect.  In the event the items                     
reflected in the Survey are not in conformance with the provisions              
of this paragraph and written notice of Buyer s objections is                   
received by Seller within seven (7) calendar days from the date of              
receipt of said Survey by Buyer, Seller shall have a period of                  
seven (7) calendar days from the date of receipt of said notice in              
which to cure any such defects.  In the event such defects are not              
cured within said seven (7) calendar-day period, this contract                  
shall terminate at Buyer s option.  If said written notice of                   
Buyer s objections to the Survey is not received by Seller or if                
Buyer elects to waive the objections to the Survey, the Survey                  
shall be accepted and this contract shall remain in full force and              
effect.                                                                         

Seller shall deliver to Buyer the foregoing items, in Seller s                  
possession, within seven (7) calendar days from mutual execution of             
this contract. If Buyer is not satisfied with the results of said               
examination and written notice thereof is received by Seller within             
thirty (30) calendar days from the mutual execution of this                     
contract, this contract shall terminate.  If said written notice is             
not received by the Seller within the time period specified above,              
this contingency shall be waived and the contract shall remain in               
full force and effect.                                                          
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f)Health and Hospitals Notice.  Seller represents that as of              
this date no notices, either written or verbal, have been received              
from the Department of Health and Hospitals or from any local,                  
county, state or federal governmental agency requiring corrective               
measures to the Property.  If any such notices are received prior               
to closing, Seller agrees to disclose the same, in writing, to                  
Buyer immediately upon receipt thereof.  Upon the receipt of any                
notice, Seller shall have a period of thirty (30) calendar days in              
which to correct and cure the defect.  The closing shall take place             
five (5) calendar days after said 30-calendar-day period expires,               
unless such date falls on a Saturday, Sunday or Federal or State                
holiday, in which event the closing shall take place on the next                
business day following such Saturday, Sunday or Federal or State                
holiday or on the date of closing a set forth in the contract,                  
whichever is later.  However, in the event the defect is not cured              
within said 30-calendar-day period, this contract shall terminate               
at Buyer   option.  If Buyer is not satisfied with Seller s cure of             
any defects and written notice thereof is received by Seller within             
two (2) calendar days after said 30-calendar-day period expires,                
this contract shall terminate.  If said written notice is not                   
received by Seller within the time period specified above, the                  
provisions of this paragraph shall be waived and this contract                  
shall remain in full force and effect.                                          

g)Management and Maintenance.  Seller agrees to continue                  
reasonable management and maintenance of the improvements on the                
Property from and after the date of mutual execution of this                    
contract to the closing date, to commit no waste or nuisance and                
not to knowingly violate any zoning ordinance or building permit.               
Seller agrees that all insurance shall be kept in effect by the                 
Seller until the closing date.  Seller further agrees to maintain               
the Property in good repair and in the same condition, ordinary                 
wear and tear excepted, as of this date and not to remove any                   
personal property from the Property.  Seller further agrees to                  
assign to Buyer on the closing date all existing contractors or                 
manufacturers  warranties on the Property, if any.  Seller shall                
complete replacement of all stairways.                                          

h)Notice Provision.  All notices, demands and requests required           
to be given by either party to the other shall be in writing and                
shall either be hand mail, return receipt requested, postage                    
prepaid, addressed to the parties at the addresses set forth herein             
or at such other addresses as the parties may designate in writing              
delivered pursuant to this provision.  Any notice when given as                 
provided herein shall be deemed to have been delivered on the date              
personally served or transmitted by facsimile, or two (2) calendar              
days subsequent to the date that said notice was deposited with the             
United States Postal Service.                                                   

i)Fax Transmittals.  The Buyer and Seller agree that a facsimile          
transmittal of this contract shall be considered as an originally               
executed document and shall be binding upon the parities hereto.                

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The Buyer and Seller further agree that each, originally executed               
contract which was transmitted by facsimile shall be delivered to               
the appropriate party via U.S. mail, messenger, or other acceptable             
delivery service within seven (7) calendar days from the date of                
said facsimile transmittal.                                                     

j)Indemnification.  Seller shall not permit any mechanic s or             
materialmen s liens to be filed against the Property and hereby                 
indemnifies and holds the Buyer harmless from and against any                   
liability, damage, expense or cost which may be incurred by the                 
Buyer in connection with any mechanic s or materialmen s liens                  
which may be filed against the Property as a result of the                      
provisions of this contract.  This indemnity shall specifically                 
include attorney s fees and any costs incurred by the Buyer to                  
enforce this indemnity.                                                         

k)Lien Release.  This contract is contingent upon Seller                  
obtaining agreement with the approximately 35 holders of $955,000               
in 10% notes secured by the indenture which is security for the                 
loan.                                                                           

l)Shareholder Approval.  The proposed sale of the Southshore              
Property is subject to a vote of shareholders of Southshore at a                
meeting duly called for that purpose and pursuant to a Proxy                    
Statement or Information Statement to be filed with and cleared by              
the U.S. Securities and Exchange Commission as soon as possible and             
prior to closing.                                                               

If such shareholder approval is not forthcoming and Buyer is ready,             
willing and able to perform under the terms and conditions of this              
contract, Seller will immediately reimburse Buyer for all actual                
and documented costs and expenses of Due Diligence of the                       
Southshore Property incurred by principals, excluding any fees or               
salaries paid to principles. These costs shall not exceed                       
$75,000.00. Seller shall receive all copies of reports and Due                  
Diligence if Board approval is not obtained and upon reimbursement              
of expenses to Buyer.                                                           

m)Seller acknowledges that Buyers are licensed Real Estate                
Brokers acting on their own behalf as principles.                               

n)Buyers acknowledge that Seller has obtained a backup purchase           
arrangement for the Southshore Property from South Suburban Parks               
and Recreation District, subject to approval by Arapahoe, Jefferson             
and Douglas Counties. Buyers agree that neither they nor their                  
agents, employees, attorneys, nor assigns will interfere, directly              
or indirectly, in any process, hearing or decision making procedure             
whereby the foregoing counties consider or decide said matter.                  

o)Buyer agrees that Seller may, at it s option, deem this                 
contract terminated on the 45th day of CDMEC if buyer has not                   
delivered to Seller a financing commitment  letter. The deposit                 

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will be returned in full to Buyer at that time. Seller thereafter               
shall be free to contract with South Suburban Park and Recreation               
District.                                                                       

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                              APPENDIX 2
SOUTH SUBURBAN                                                                  
Park and Recreation District                                                    

Administrative Office                                                           
6631 S. University Blvd.      303/798-5131                                      
Littleton, CO 80121      Fax: 303/798-3030                                      
www.ssprd.org                                                                   

June 22, 1998                                                                   

Kenneth M. Dalton, President                                                    
The Southshore Corporation                                                      
10750 East Briarwood Avenue                                                     
Englewood, Colorado 80112                                                       

IN RE:  Proposed Sale of Southshore Water Park                        

Dear Mr. Dalton:                                                                

South Suburban Park and Recreation District Board of Directors had              
agreed to enter into a contract to purchase Southshore Water Park for $2        
million.  The contract was subject to the District receiving required           
approvals from the county commissioners of Arapahoe, Douglas, and               
Jefferson County (a statutory requirement), and satisfactory completion         
of its due diligence requirements.                                              

The District's due diligence process included a Phase I Environmental           
Audit, an engineering report on the condition of the equipment, an              
appraisal of the value of the land by an MAI, and a review of                   
Southshore's financial information by the District's CPA firm.  As of           
this writing, all of the reports were positive and did not identify any         
serious concerns.  In addition, the District had scheduled the required         
hearings before the county commissioners in the three counties and              
posted required notice on the Southshore property.                              

When I was notified by you that an offer to purchase Southshore had been        
submitted by private investors, I shared that information with the South        
Suburban Board of Directors.  The Board directed me to put our proposal         
on hold while the current offer is being considered by you.  The Board's        
primary interest in the facility was to preserve a well attended,               
quality recreation amenity and not permit it to be sold for                     
redevelopment for some other use.  Should it become apparent that the           
facility is in jeopardy of closing as a recreation facility, we will            
restart our efforts to evaluate the purchase and operation of Southshore        
as a water park.                                                                
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Kenneth M. Dalton                                                               
June 22, 1998                                                                   
page 2                                                                          

The applicable state law in this situation is clearly intended to give          
preference in the ownership and operation of water theme parks (and             
several other recreation amenities) to the private sector.  While I             
continue to believe that Southshore could be operated successfully by           
the District, our Board of Directors does not want this public entity to        
be in competition with the private sector.                                      

You are authorized to include a copy of this letter in your proxy               
statement or information statement in connection with the proposed              
shareholders' meeting to vote on the approval of the sale of the                
property.                                                                       

I appreciate your diligence, integrity, and responsiveness in this              
matter over the past several months.  I sincerely hope that the offer           
before you will allow for the continued operation of Southshore as it           
has proven to be a popular recreation amenity for the residents in this         
region.                                                                         

Sincerely,                                                                      

/s/  David A. Lorenz                                                            

David A. Lorenz                                                                 
Executive Director                                                              

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This PRES14A Filing	Date	First	Last	Other Filings

	3/31/96	13		10-K
	3/31/97	13		10-K, 10-K/A
	3/31/98	1	16	10-K, 10-K/A
	6/12/98	26
	6/16/98	3	24
	6/22/98	31	32
Filed On / Filed As Of	6/25/98			10-K
	7/30/98	4
For The Period Ended	8/31/98
	9/7/98	13
	9/14/98	13

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Torrent Energy Corp · PRES14A · For 8/31/98

Filed On 6/25/98 · SEC File 0-19949 · Accession Number 859747-98-10

Preliminary Proxy Solicitation Material -- Special Meeting · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Preliminary Proxy Solicitation Material -- Special Meeting · Schedule 14A
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