Torrent Energy Corp – ‘PRER14A’ on 8/21/98

As of:  Friday, 8/21/98   ·   Accession #:  859747-98-13   ·   File #:  0-19949

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Revised Preliminary Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Revised Preliminary Proxy Solicitation Material       49    182K 

Document Table of Contents

PRER14A
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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 Kenneth 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 24,     
1998, at the Special Meeting of Shareholders to be held on September __, 1998,  
or any adjournment thereof.                                                     

1.  The sale of substantially all the Company's assets pursuant to    
a Real Estate Purchase and Sale Agreement for $1,985,000.             

[  ]  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  
Meeting of 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.                  

PRER14A
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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 September ___, 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 Real Estate Purchase                   
and Sale Agreement.                                                   

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 24, 1998, will be                    
entitled to vote at the meeting.                                                

BY ORDER OF THE BOARD OF DIRECTORS                                    

             Kenneth M. Dalton
     President

August ___, 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 - September __, 1998            

GENERAL               

A Special Meeting of the Shareholders of The Southshore               
Corporation (the "Company") is scheduled for September __, 1998, for            
the purpose of considering the sale of substantially all of the                 
Company's assets, pursuant to a Real Estate Purchase and Sale Agreement         
("Purchase Agreement") with John C. Botdorf (the "Buyer"), dated August         
13, 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 August __,           
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               
Real Estate Purchase and Sale Agreement dated August  13, 1998 with the         
Buyer who is a non-affiliate of the Company.  John C. Botdorf is                
businessman with offices in Denver, Colorado.  A copy of the Agreement          
and a letter from his finacial partner, ORIX Real Estate Equities, Inc.         
are 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 Buyer 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.  As a result of arms'-length bargaining, Buyer has    
agreed to pay to the Company the sum of $1,985,000 million and utilily        
obligations needed to service the property under maximim buildout.  The         
obtaining of satisfactory financing is not a condition.  The Company's          
obligation is subject to approval of the 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        
75 days of execution of the Purchase Agreement.                                 

Pior to and as a condition of closing, the Company must 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 Buyer. According to the Purchase Agreement, the Buyer is a        
is licensed real estate broker purchasing the Property for his                  
own account.  Thee Buyer is not 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                  
exceeded $2 million during the period and is all currently due.  At             
June 30, 1998, the Company's current debt of $1,454,018 and                     
property taxes of $566,762 was due.                                             
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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 approximately ten           
possible prospective purchasers.  The Company had material negotiations with    
five possible purchasers, including two Colorado recreation districts.          
All material discussions related to a purchase price in the $2 million          
range.  Sale of the Property to a recreation district requires approval         
by the county commissioners in each of the counties in which the                
recreation district owns of operates property.                                  

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 Buyer 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 Buyer as a cash transaction beacause of the need to          
have cash to pay liens and deleiver marketable title;                 

(6)  Management considered favorably that the Buyer did             
not condition the proposed sale on the obtaining of acceptable      
financing and appeared to have financing available at the time      
of the execution of the Purchase Agreement;                         

(7)  Management believed that a possible sale to the                
District was a riskier undertakeing because of the approvals        
required by the three affected counties and their reluctance to     
permit the district to compete with a private party in any          
purchase; and                                                       

(8)  Management comsidered 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; and does not have access to any appraisals obtained by                
prosective purchasers; however, the Property was listed with a                  
commercial real estate broker, CB Richard Ellis Commercial,                     
during the past year and the Company was advised by the broker                  
that the 16 acre tract had 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 Buyer 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, However it has agreed to pay a sales commission of $50,000 to         
the Purchaser's broker, CB Richard Ellis Commercial.  Buyer indicated           
interest in the Property in the past but only recently made the offer for       
$1,985,000.                                                                     

Required Vote of Shareholders.  The Purchase Agreement                
is subject to 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. APPROVAL BY A MAJORITY OF THE SHARES ENTITLED TO               
VOTE ON THIS MATTER IS REQUIRED.                                                

Release of Lien Securing 10% notes.  In order to sell the           
Property the Company must obtain a release of a lien securing                   
repayment of $955,000 in 10% promissory notes.  The Company  has                
obtained agreements from 27 of the 30 holders of such notes                     
representing nearly $900,000.                                                   

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 and if no private party is interested in                      
purchasing the property because the District does not wish to                   
compete with private industry.  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 Buyer 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 and County Commissioner approval in three          
Colorado counties in which the District operates would be required.             
Public hearings pursuant to advance notice would be required in each            
county.  Thus the process could easily take several months and there is no      
assurance that a majority of the Commissioners in each affected county would    
approve the purchase.                                                           

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.             

Officers and directors of the Company are not affiliated or         
associated with the Buyer and will have no position at the water                
park operation, if any, in the future.  The Buyer has indicated he              
intends to operate the water park for at least the 1999 season.                 

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 $1,930,000              

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net, is expected to be approximately $200,000 less than the amount              
due creditors and to pay property taxes, 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.  At August 13, 1998, 27 of the 30 holders of the 10%         
notes securing the $955,000 lien on the Property (representing                  
nearly $900,000) had agreed to accept 75% of the face amount of                 
each of their respective notes.                                                 

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.  The Company intends to pursue such course of action in                
order to provide its shareholders with an opportunity through                   
new assets and new operations in the Company.                                   

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       .06    .37                     
Third       .50    .50        .37    .50                                      
Fourth      .50    .50        .25    .50                                      

On August 18, 1998 the bid price was $.16.  Management is               
informed that after the sale of the water park property the common              
stock should continue to be eligible for inclusion on the Bulletin              
Board.                                                                          
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The Company is informed there has been very little volume in          
trading of its common stock during the above periods.                           

The Company has never paid dividends on its common stock.  As         
of July 24, 1998 the Company had approximately 200 shareholders of              
record, and it is estimated there are approximately 180 additional              
beneficial holders of the Company's shares of common stock.                     

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 24, 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 24, 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 24, 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               

Pro Forma Financial Information.  The following unaudited             
Pro Forma Balance Sheet at June 30, 1998 gives effect to the                    
proposed sale of substantially all the assets of the Company, as                
if the proposed October 27, 1998 transaction had occurred on June               
30, 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                 
October 27, 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 herein.                            

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PRO FORMA BALANCE SHEET         

                                                                [Download Table]
(CAPTION>                                                           
BALANCE SHEET (Unaudited)       6/30/98    Adjustment   As Adjusted 
                                -------   -----------  -------------
                                                                    
CURRENT ASSETS                                                      

Cash                             44,346   1,930,000 (1)     23,859  
                                         (1,950,487)(2)             
Other current assets             19,373           0         19,373  
                              ---------                  ---------  
    Total Current Assets         63,719                     43,232  
                              ---------                  ---------  
OTHER ASSETS                                                        

Property and Equipment,                                             
  -net of accumulated                                               
   depreciation               1,774,814  (1,744,814)(1)          0  
Other assets                     44,424          0          44,424  
                              ---------                  ---------  
                              1,789,238                     44,424  

    Total Assets              1,852,957                     87,656  

CURRENT LIABILITIES                                                 

Notes Payable-Current         1,066,520  (1,066,520)(2)    238,750  

Notes Payable-Related Parties   196,820    (196,820)(2)          0  
Property Taxes Payable          581,284    (581,284)(2)          0  
Accrued Interest                165,929    (165,929)(2)          0  
Accounts Payable-Trade           70,134     (70,134)(2)          0  
Deferred Income                  82,806     (82,806)(2)          0  
                              ---------                  ---------  
   Total Current Liabilities  2,163,493                    238,750  

Notes Payable                                                       
  -net of current portion        25,744     (25,744)(3)          0  
                              ---------                  ---------  
    Total Liabilities         2,189,237                    238,750  
                              ---------                  ---------  


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BALANCE SHEET (Unaudited         6/30/98     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      4,377,574              
Retained Earnings            (4,716,465)   (185,186)(1) (4,531,279)             

               ----------                  ---------
Total Stockholders'                                                         
(Deficit)                  (336,279)                  (151,094)         

Total Liabilities and                                                       
Stockholders' (Deficit)    1,852,957                     87,656           
                 =========                   =========

____________________                                                            

Notes to Pro Forma Financial Statements                                         

(1)  To record proposed sale of property assuming net proceeds from the         
sale of $1,930,000.                                                   

(2)  To record payment of liabilities.                                          

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS        

The Board of Directors                                                          
The Southshore Corporation                                                      
Englewood, CO                                                                   

We have audited the accompanying balance sheets of The Southshore               
Corporation as of March 31, 1998 and 1997, and the related                      
statements of operations, changes in stockholders' equity                       
(deficit) and cash flows for the three years ended March 31,                    
1998.  These financial statements are the responsibility of the                 
company's management.  Our responsibility is to express an                      
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance with generally accepted                   
auditing standards.  Those standards require that we plan and                   
perform the audit to obtain reasonable assurance about whether                  
the financial statements are free of material misstatement.  An                 
audit includes examining, on a test basis, evidence supporting                  
the amounts and disclosures in the financial statements.  An                    
audit also includes assessing the accounting principles used and                
significant estimates made by management, as well as evaluating                 
the overall financial statement presentation.  We believe that                  
our audits provide a reasonable basis for our opinion.                          

In our opinion, the financial statements referred to above                      
present fairly, in all material respects, the financial position                
of The Southshore Corporation  as of March 31, 1998 and 1997, and               
the results of its operations, its cash flows and its changes in                
stockholders' equity (deficit) for the three years ended March                  
31, 1998, in conformity with generally accepted accounting                      
principles.                                                                     

The accompanying financial statements have been prepared assuming               
that the Company will continue as a going concern.  As discussed                
in Note 7 to the financial statements, the Company has suffered                 
recurring losses from operations and has a working capital                      
deficiency that raise substantial doubt about its ability to                    
continue as a going concern.  Management's plans in regard to                   
these matters are also described in Note 7.  The financial                      
statements do not include any adjustments that might result from                
the outcome of this uncertainty.                                                

/s/Schumacher & Associates, Inc.    
Schumacher & Associates, Inc.       
12835 East Arapahoe Road            
Tower II, Suite 110                 
Englewood, CO  80112                
May 11, 1998                                                                    

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THE SOUTHSHORE CORPORATION        

BALANCE SHEETS        

                                                                [Download Table]

                                                           March 31,         
                                                 1998                   1997 
                                                 --------------------------- 
                                                                             
Current Assets                                                               
     Cash                                     $    1,841          $    3,035 
      Accounts receivable                              -               2,815 
      Prepaid expenses                             6,607               6,223 
                                               ---------           --------- 
       Total Current Assets                        8,448              12,073 
                                               ---------           --------- 
Other Assets                                                                 
    Property and equipment, net of                                           
      accumulated depreciation (Note 2)        1,885,031           2,440,948 
    Deposits                                      17,245              17,245 
    Debt and other offering costs, net                                       
      of accumulated amortization                      -               8,347 
                                               ---------           --------- 
       Total Other Assets                      1,902,276           2,466,540 
                                               ---------           --------- 
 Total Assets                                 $1,910,724          $2,478,613 
                                               ---------           --------- 
Current Liabilities                                                          
     Notes payable, current portion (Note 3)  $1,201,567          $1,432,071 
     Notes and advances payable,                                             
       officer                                    97,400              97,400 
     Property taxes payable (Note 8)             566,762             483,651 
     Accrued interest                            151,176              89,390 
     Accounts payable and accrued expenses        18,926              37,503 
     Deferred income                              31,845              39,156 
                                               ---------           --------- 
       Total Current Liabilities               2,067,676           2,179,171 

Notes payable, net of current portion (Note 3)    37,864              65,377 
                                               ---------           --------- 
 Total Liabilities                             2,105,540           2,244,548 
                                               ---------           --------- 
Commitments and contingencies (Notes 3, 4,                                   
   7, 8 and 9)                                         -                   - 

Stockholders' Equity (Deficit)                                               
    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               2,611 
     Additional paid-in capital                4,377,574           4,377,574 
     Accumulated (deficit)                    (4,575,001)         (4,146,120)
                                               ---------           --------- 
       Total Stockholders' Equity (Deficit)     (194,816)            234,065 
                                               ---------           --------- 
Total Liabilities and Stockholders'                                          
  Equity (Deficit)                            $1,910,724          $2,478,613 
                                              ==========          ========== 


The accompanying notes are an integral part of the financial statements.        

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THE SOUTHSHORE CORPORATION      

STATEMENTS OF OPERATIONS      

                                                                [Download Table]

                                                    Years Ended March 31,     
                                            1998          1997          1996  
                                         ---------     ---------    --------- 
                                                                              
Revenue                                                                       
Sales - gate admissions                  $ 767,508     $ 820,968    $ 682,165 
Sales - food, beverages and                                                   
    merchandise                            232,202       264,497      173,453 
                                           -------     ---------      ------- 
     Total sales                           999,710     1,085,465      855,618 

Operating Expenses                                                            
  Salaries                                 237,229       263,272      270,938 
  Advertising                              121,595        92,953      125,425 
  Depreciation                             558,672       559,751      560,511 
  Other                                    370,865       452,393      443,457 
                                         ---------     ---------    --------- 
    Total Operating Expenses             1,288,361     1,368,369    1,400,331 
                                         ---------     ---------    --------- 
Net (loss) before other income                                                
    (expense) and extraordinary items     (288,651)     (282,904)    (544,713)

   Interest (expense)                     (140,421)     (198,687)    (185,251)
Amortization of debt offering                                                 
    costs                                   (9,809)      (21,050)     (21,050)
   Other                                    10,000             -            - 
                                          --------       -------       ------ 
Net (loss) before extraordinary                                               
    items                                 (428,881)     (502,641)    (751,014)

Renegotiated debt and interest                                                
    expense forgiven (Note 6)                    -             -       88,214 
                                         ---------     ---------    --------- 
  Net (Loss)                             $(428,881)    $(502,641)   $(662,800)
                                         =========     =========    ========= 
Net (Loss) Per Share Excluding                                                
    extraordinary items                  $    (.16)    $    (.19)   $    (.32)
                                         =========     =========    ========= 
Net Income Per Share from                                                     
    extraordinary item                   $       -     $       -    $     .04 
                                         =========     =========    ========= 
   Net (Loss) Per Share                       (.16)         (.19)        (.28)
                                         =========     =========    ========= 
Weighted Average Number of                                                    
    Shares Outstanding                   2,610,470     2,610,470    2,374,042 
                                         =========     =========    ========= 

The accompanying notes are an integral part of the financial statements.        

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THE SOUTHSHORE CORPORATION  

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)  
From March 31, 1995 through March 31, 1998  

                                                                [Download Table]

                                             Additional                       
                     Number of    Common    Paid-in      Deficit              
                       Shares     Stock     Capital    Accumulated    Total   
                    ----------   -------    --------   -----------   -------  
                                                                              
Balance at                                                                    
March 31, 1995      2,137,613     $2,138   $3,903,191  $(2,980,679)  $924,650 

Stock issued          472,857        473      474,383            -    474,856 

(Loss) for the year                                                           
ended March 31,                                                               
1996                        -          -            -     (662,800)  (662,800)
                    ---------      -----    ---------   -----------  ---------
Balance at                                                                    
March 31, 1996      2,610,470      2,611    4,377,574   (3,643,479)   736,706 

(Loss) for the year                                                           
ended March 31,                                                               
1997                        -          -            -     (502,641)  (502,641)
                    ---------      -----    ---------   -----------  ---------
Balance at                                                                    
 March 31, 1997     2,610,470      2,611    4,377,574   (4,146,120)   234,065 

(Loss) for the year                                                           
ended March 31,                                                               
1998                        -          -            -     (428,881)  (428,881)

Balance at                                                                    
March 31, 1998      2,610,470     $2,611   $4,377,574  $(4,575,001) $(194,816)
                    =========     ======   ==========  ============ ==========

The accompanying notes are an integral part of the financial statements.    

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THE SOUTHSHORE CORPORATION  

STATEMENTS OF CASH FLOWS  

                                                                [Download Table]

                                                 Years Ended March 31,        
                                            1998          1997         1996   
                                            ----          ----         ----   
                                                                              
Cash Flows from Operating  Activities:                                        
  Net (Loss)                            $ (428,881)   $ (502,641)  $ (662,800)

Adjustments to Reconcile Net (Loss)                                           
 to Net Cash Provided by Operating                                            
 Activities:                                                                  
    Depreciation                           558,672       559,751      560,511 

    Amortization debt offering cost and                                       
     bond discount                           9,809        21,050       21,050 
    (Increase) in other current assets        (384)       (4,192)           - 
    Increase (decrease) in accounts                                           
      payable, accrued expenses and                                           
      other                                107,335        48,851     (140,000)
                                           -------        ------     ---------
Net Cash Provided by (Used in)                                                
 Operating Activities                      246,551       122,819     (221,239)
                                           -------       -------     ---------
Cash Flow from Investing  Activities:                                         
  Deposits (paid) returned                       -        31,240            - 

  Land, property and equipment                                                
   acquired (disposed of)                      272       (25,887)       9,941 

  (Decrease) in accounts payable,                                             
    construction                                 -             -     (368,472)
                                            ------        ------     ---------
 Net Cash (Used in) Investing                                                 
  Activities                                   272         5,353     (358,531)
                                            ------        ------     ---------
Cash Flows from Financing Activities:                                         
  Advances and loans from related                                             
   parties                                       -             -       71,000 

  Proceeds from notes payable                    -        75,000       55,000 

  Payments made on notes payable          (248,017)     (201,762)     (20,000)

  Issuance of stock and warrants, net of                                      
   offering costs                                -             -      474,856 
                                          ---------     ---------     ------- 
Net Cash Provided by Financing Activities (248,017)     (126,762)     580,856 
                                          ---------     ---------     ------- 
Increase (Decrease) in Cash                 (1,194)        1,410        1,086 

Cash, Beginning of Period                    3,035         1,625          539 
                                           -------       -------      ------- 
Cash, End of Period                        $ 1,841      $  3,035     $  1,625 
                                           =======      ========     ======== 
Income Taxes Paid                          $     -      $      -     $      - 
                                           =======      ========     ======== 
Interest Paid                              $78,635      $152,611     $113,101 
                                           =======      ========     ======== 

The accompanying notes are an integral part of the financial statements.        

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THE SOUTHSHORE CORPORATION              

NOTES TO FINANCIAL STATEMENTS               

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING                       
POLICIES                                                            
--------------------------------------------------                  
This summary of significant accounting policies of The                      
Southshore Corporation (the Company) is presented to assist in              
understanding the Company's financial statements.  The                      
financial statements and notes are representations of the                   
Company's management who is responsible for their integrity                 
and objectivity.  These accounting policies conform to                      
generally accepted accounting principles and have been                      
consistently applied in the preparation of the financial                    
statements.                                                                 

Organization                                                                
------------                                                                
The Southshore Corporation (the "Company") was incorporated                 
under the laws of the state of Colorado on March 26, 1990. The              
Company owns 16 acres of land in Arapahoe County, Colorado,                 
upon which it has constructed and is operating a water park.                
The Company has selected March 31 as its fiscal year end.                   

Property and Equipment and Related Depreciation                             
-----------------------------------------------                             
Property and equipment are carried at cost.  The cost of                    
property and equipment is depreciated on a straight-line basis              
over the estimated useful lives of the related assets, which                
are 20 years for buildings and 7 years for the remaining                    
assets which consist principally of equipment and facilities.               

Maintenance and repairs are charged to operations when                      
incurred.  Betterments and renewals are capitalized.  When                  
property and equipment is sold or otherwise disposed of, the                
asset and related accumulated depreciation account is                       
relieved, and any gain or loss is included in operations.                   

Concentrations of Credit Risk                                               
-----------------------------                                               
The Company has no material amounts or concentrations of                    
credit risks.                                                               

Debt Offering Costs                                                         
-------------------                                                         
The Company incurred $105,250 in debt offering costs related                
to a successful private placement of secured notes.  These                  
offering costs were amortized on a straight-line basis over                 
the five year term of the notes.                                            

Per Share Information                                                       
---------------------                                                       
Per share information is computed based upon a weighted                     
average number of shares outstanding.                                       

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THE SOUTHSHORE CORPORATION              

NOTES TO FINANCIAL STATEMENTS (Continued)               

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING                       
POLICIES, Continued                                                 
--------------------------------------------------                  
Geographic Area of Operations and Interest Rates                            

The Company operates a water park in Englewood, Colorado.  The              
potential for severe financial impact can result from negative              
effects of economic conditions within  the market or                        
geographic area.  Since the Company's business is in one area,              
this concentration of operations results in an associated risk              
and uncertainty.                                                            

Use of Estimates in the Preparation of Financial Statements                 
-----------------------------------------------------------                 
The preparation of financial statements in conformity with                  
generally accepted accounting principles requires management                
to make estimates and assumptions that affect the reported                  
amounts of assets and liabilities and disclosure of contingent              
assets and liabilities at the date of the financial statements              
and the reported amounts of revenue and expenses during the                 
reporting period.  Actual results could differ from those                   
estimates.                                                                  

Advertising Costs                                                           
-----------------                                                           
Advertising costs are expensed as incurred.                                 

Revenue Recognition                                                         
-------------------                                                         
The Company recognizes revenue, principally consisting of                   
gate admissions and food and merchandise sales, as earned as                
customers are admitted to the facility and as food and                      
merchandise are sold to customers.                                          

Impairment Policy for Long-lived Assets                                     
---------------------------------------                                     
The Company reviews its long-lived assets periodically, and                 
at least annually, to determine if there is any impairment                  
in the carrying values.  If management determines that                      
impairments exist, adjustments would be made to the carrying                
values.  As of March 31, 1998 there were no impairment                      
adjustments.                                                                

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THE SOUTHSHORE CORPORATION              

NOTES TO FINANCIAL STATEMENTS (Continued)               

2.  PROPERTY AND EQUIPMENT                                                    

Property and equipment is summarized as follows:                        
               March 31,
                                           1998           1997
                                          -----------    -----------
Buildings                                   $   744,332    $   744,332  
Recreational park facilities                  3,673,082      3,669,486  
Office furniture and equipment                    9,832          9,832  
Equipment                                        98,829        102,697  
Land                                            435,173        435,173  
                                            ---------      ---------
                                            4,961,248      4,961,520

Less accumulated depreciation                 3,076,217      2,520,572  
                                          -----------    -----------
                                          $ 1,885,031    $ 2,440,948
                                          ===========    ===========
3. NOTES PAYABLE                                                              

Notes payable are summarized as follows:                                
                                           March 31,
                                          1998          1997
                                          ------        ------
Note payable to individual,                                             
collateralized by 7 1/2 acres                                           
of real estate, $2,957 per                                              
month with interest at 8%,                                              
due March 20, 2000                          $   72,841     $   94,360   

Note payable, interest at prime,                                        
renewable annually (see below *).              136,590        356,000   

Note payable, interest at 12% per                                       
annum, collateralized by deed of                                        
trust, due September 30, 1997                   75,000         75,000   

Notes payable, interest at 10%                                          
payable semiannually, was due in                                        
three installments, $10,000                                             
due June 30, 1995 and 1996, and                                         
$13,550 due June 30, 1997.                           -         13,550   

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THE SOUTHSHORE CORPORATION              

NOTES TO FINANCIAL STATEMENTS (Continued)               

Notes payable, private offering                                         
collateralized through an                                               
indenture of trust by all of                                            
the Company's real property                                             
and improvements subject to                                             
a second deed of trust on the                                           
7 1/2 acres above, interest at                                          
10% payable quarterly which                                             
commenced June 30, 1993 and                                             
four equal installments of                                              
principal which were scheduled                                          
to commencing June 30, 1994                                             
net of unamortized discount of                                          
$1,462 at March 31, 1997                                                
(see below**)                                  955,000        958,538   
                                          ---------      ---------
                                          1,239,431      1,497,448
Less current portion                        (1,201,567)    (1,432,071)  
                                          -----------    -----------
Long-term portion                          $    37,864    $    65,377   
                                        ===========    ===========
3.       NOTES PAYABLE, Continued                                             

* In April, 1994, the Company issued a $400,000 convertible 
promissory note to the Company's President pursuant to an   
arrangement whereby the President personally obtained a     
bank line of credit, the proceeds of which were made        
available to the Company.  The note is convertible into up  
to 177,777 shares of common stock of the Company at $2.25   
per share.                                                  

Maturities of notes payable after giving effect to the      
default provisions are summarized as follows:               

1998                $1,239,431                    
1999                    37,864                    

The fair market value of notes payable is estimated to be   
equivalent to the unpaid balance of the notes payable since 
the interest rates and terms appear to be reasonable and    
appropriate under the circumstances.                        

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THE SOUTHSHORE CORPORATION              

NOTES TO FINANCIAL STATEMENTS (Continued)               

** The provisions of indenture relating to the 10% secured  
notes contain various covenants pertaining to limitations   
on restricted payments (such as dividends, aggregate        
officers' compensation in excess of defined limits, etc.)   
based on maintenance of working capital and tangible        
stockholders' equity parameters.  There are also            
limitations on total debt allowed.  Also, the Company       
failed to make required 25% per year repayments of the      
$955,000 of notes payable outstanding.  A note holder with  
a principal balance of $100,000 has threatened litigation   
against the Company.  As of March 31, 1998, the entire      
balance of these notes payable have been shown as a current 
liability in the financial statements since the notes are   
in default.                                                 

4.       STOCKHOLDERS' EQUITY                                                 
--------------------                                        
Common Stock Options                                        
--------------------                                        
A shareholder of the Company has loaned $97,400 to the      
Company with interest rates ranging from prime to 12% per   
annum.  As of March 31, 1998, none of the amounts loaned    
has been repaid.  $82,400 of the balance of the notes       
payable of $97,400 is convertible at the shareholders       
option into common stock of the Company since the balance   
was not paid when due.  The payable to the shareholders is  
uncollateralized.                                           

The President was granted an option to acquire 61,250       
shares at $1.10 through December 25, 1999.  The President   
also has an option to purchasd 177,777 shares.  See Note 3  
above.                                                      

4.       STOCKHOLDERS' EQUITY, Continued                                      
-------------------------------                             
Incentive Stock Option Plan                                 
---------------------------                                 
During January of 1991, the Company adopted an incentive    
stock option plan for employees of the Company.  The        
Company reserved 200,000 shares of its common stock for     
this plan.  The option price shall be determined by the     
Company but shall not be less than fair market value on the 
date of grant.  Options may be granted under the plan for   
terms up to January of 2001.                                

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THE SOUTHSHORE CORPORATION              

NOTES TO FINANCIAL STATEMENTS (Continued)               

5.       INCOME TAXES                                                         
------------                                                
The Company uses the straight-line depreciation method for  
financial reporting purposes over 20 and 7 year estimated   
useful lives.  The Company has elected to use the straight- 
line method over the Modified Accelerated Cost Recovery     
System ("MACRS") recovery periods of 31.5 and 7 years for   
income tax reporting purposes.                              

As of March 31, 1998, there are no current or deferred      
income taxes payable.  As of March 31, 1998, the Company    
has total deferred tax assets of approximately $1,600,000   
due to operating loss carryforwards and the depreciation    
timing differences described above.  However, because of    
the uncertainty of potential realization of these tax       
assets, the Company has provided a valuation allowance for  
the entire $1,600,000.  Thus, no tax assets have been       
recorded in the financial statements as of March 31, 1998.  

The Company has available at March 31, 1998 certain unused  
net operating loss carryforwards which may be applied       
against future taxable income expiring in various years     
through 2012.  The amount which may be carried forward      
varies resulting from past and possible future changes in   
stock ownership, including warrant and stock options        
outstanding.  The Company estimates that it has             
carryforwards of approximately $2,500,000 currently         
available.                                                  

6.       RENEGOTIATED DEBT AND INTEREST                                       
------------------------------                              
During the year ended March 31, 1996 the Company            
renegotiated the balance of a debt and accrued interest to  
a creditor downward from $278,214 to $190,000, an           
adjustment of $88,214.  Of this amount $30,674 was          
principal and $57,540 of accrued interest.  The $88,214     
renegotiated debt and interest expense was accounted for as 
an extraordinary item in the statement of operations and    
amounted to a reduction of the net loss per share of $.04.  
The source of the repayment of the renegotiated debt was    
principally from proceeds of notes payable to shareholders  
and others.                                                 

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THE SOUTHSHORE CORPORATION              

NOTES TO FINANCIAL STATEMENTS (Continued)               

7.       CONTINGENCIES, GOING CONCERN                                         
----------------------------                                
As of March 31, 1998, the Company has accumulated losses    
aggregating $4,575,001 and had a working capital deficiency 
of $2,059,228.  The Company is attempting to sell           
substantially all of its assets to pay its current debt and 
delinquent taxes.  Management is hopeful such a sale will   
materialize and allow the Company to continue as a going    
concern.  The Company's ability to continue as a going      
concern depends upon its success in obtaining additional    
funding, increasing its debt financing and/or improving its 
operating results, or the sale of its assets.  There is no  
assurance that the Company will be successful in these      
efforts.  Thus, there is substantial doubt about the        
Company's ability to continue as a going concern.  The      
financial statements do not include any adjustments that    
might result from the outcome of this uncertainty.          

8.       DELINQUENT PROPERTY TAXES                                            
-------------------------                                   
As of March 31, 1998 the Company had $566,762 property      
taxes payable, the majority of which are delinquent.  In    
addition, included with other accrued interest in the       
financial statements is $140,120 of accrued interest on     
delinquent property taxes.  Failure to pay these taxes and  
accrued interest could eventually result in loss of         
ownership of the property.                                  

9.        SUBSEQUENT EVENT                                                      
----------------                                            
A special meeting of the shareholders of the Company is     
scheduled for August, 1998 for the purpose of considering   
the sale of substantially all the Company's assets for      
$2,000,000.                                                 

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THE SOUTHSHORE CORPORATION                                                

BALANCE SHEET (Unaudited)                                                 

                                                                [Download Table]

                                             March 31         June 30 
                                               1998             1998  
CURRENT ASSETS                                                        
                                                                      
Cash                                            1,841           44,346
Acounts Receivable                                  0           14,109
Notes Receivable                                    0                0
Inventory                                           0            5,264
                                             ________         ________
      Total Current Assets                      1,841           63,719

OTHER ASSETS                                                          

Land                                          435,173          435,173
Property and Equipment,                                               
  -net of accum depr. of                                              
$3,076,217 and $3,216,434 Respect.          1,449,858        1,309,641
Deposits                                       17,245           17,285
Prepaids                                        6,607           27,139
Debt Offering Costs,                                                  
  -net of accum amort                               0                0
                                             ________         ________
     Total Assets                           1,910,724        1,852,957

CURRENT LIABILITIES                                                   

Notes Payable -Current                      1,068,852        1,066,520
Notes Payable -Related Parties                233,990          196,820
Payroll Taxes Payable                           1,649            8,028
Property Taxes Payable                        566,762          581,284
Accrued Interest                              151,176          165,929
Accounts Payable -Trade                        17,048           59,197
Deferred Income                                31,845           82,806
Accrued Payroll                                   227            2,909
Other Accrued Expenses                              0                0
                                            __________        ________
     Total Current Liabilities               2,071,550       2,163,493

Notes Payable                                                         
  -net of current portion                       33,989          25,743
Notes Payable -Related Parties                                        
  -net of current portion                            0               0
                                             _________       _________
     Total Liabilities                       2,105,539       2,189,237

STCOCKHOLDERS' 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                                      
respectively                                     2,611          2,611 

Additional Paid-In Capital                   4,377,574      4,377,574 
Retained Earnings                           (4,575,000)    (4,716,465)
                                            __________      _________ 
     Total Stockholders' Equity               (194,815)      (336,279)

     Total Liabilities and                                            
     Stockholders' Equity                    1,910,724      1,852,957 

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THE SOUTHSHORE CORPORATION                                                

STATEMENT OF OPERATIONS                                                   
(Unaudited)                                                               

                                                                [Download Table]

                                          Three Months     Three Months  
                                          Ended June 30,   Ended June 30,
                                             1998             1997       
 Revenue                                                                 
                                                                         
 Sales -Admissions                           179,713          198,276    
 Sales -Food, Merchandise                     46,382           50,938    
 Sales -Other                                  2,515              326    
 Corporate Sponsorships                        5,750           10,250    
                                            ________         ________    
      Total Sales                            234,360          259,790    

 Cost of Sales                                 5,703            5,621    
                                            ________        _________    
 Gross Profit                                228,657          254,169    

 Operating Expenses                                                      

 Salaries                                     71,634           83,254    
 Payroll Taxes                                 8,144            6,564    
 Operating Supplies                            6,489            5,471    
 Chemicals                                     6,437            6,752    
 Repairs & Maintenance                        11,400           11,760    
 Advertising                                  44,626           79,072    
 Outside Services                             11,788            8,099    
 Utilities                                    14,174           38,173    
 Insurance                                    10,102            9,843    
 Depreciation & Amort                        140,217          139,792    
 Property Taxes                               24,270           28,254    
Other                                          2,282            3,701    
                                             _______         ________    
      Total Operating Exp                    351,561          420,734    

 Excess of Expense Over                                                  
 Revenue (Before Other                                                   
 Income/Expense)                            (122,904)        (166,565)   

 Other Income                                  5,525            2,917    
 Interest Expense (Net)                      (24,085)         (48,304)   
 Amort. of Debt Offering                           0           (5,263)   
                                            ________         ________    

      Net Profit(Loss)                      (141,464)        (217,215)   

 Net Profit (Loss) Per Share                   (0.05)           (0.08)   

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THE SOUTHSHORE CORPORATION                                            

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                            

From March 31, through June 30, 1998                                  
(Unaudited)                                                           

                                                                [Download Table]

                                                         Retained             
                   Number of   Common    Additional      Earnings             
Date                 Shares    Stock   Paid-In Capital   (Deficit)    Total   
                                                                              
Balance at                                                                    
March 31, 1998     2,610,470   2,611      4,377,574     (4,575,000)  (194,815)
Net Profit(Loss)                                                              
3 Months Ended                                                                
June 30, 1998                                             (141,464)  (141,464)

Balance at June                                                               
30, 1998           2,610,470   2,611      4,377,574     (4,716,464)  (336,279)


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THE SOUTHSHORE CORPORATION                                                

STATEMENT OF CASH FLOWS                                                   
(Unaudited)                                                               

                                                                [Download Table]

                                             Three Months     Three Months  
                                            Ending June 30   Ending June 30 
                                                1998              1997      
Cash flows from Operating Activities                                        
                                                                            
   Net Profit(Loss)                               (141,464)        (217,215)

Adjustments to Reconcile Net(Loss)                                          
 to Net Cash (Used In) Operating                                            
 Activities                                                                 

   Amortization and Depreciation                   140,217         145,055  
   (Increase)  in Accounts Receivable              (14,109)        (11,556) 
   (Increase) in Inventory                          (5,264)         (9,557) 
   Increase in Accounts Payable                                             
   and Accrued Expenses                             80,485         177,721  

   Other, net                                       30,429          (8,592) 
                                                  ________        ________  

Net Cash (Used In) Operating Activities             90,293          75,856  

   Cash flows from Investing Activities                                     

   Deposits                                           (40)           (280)  
   Land, Property, Equipment                            0          (3,402)  
                                                  _______         _______   

Net Cash (Used In) Investing Activities               (40)         (3,682)  

   Cash flows from Financing Activities                                     

   Increase(Decrease) Debt                        (47,748)       (56,581)   
Issuance of Stock, Net of Offering Costs                0              0    
                                                   ______        _______    

Net Cash Provided by Financing Activities         (47,748)       (56,581)   
                                                  _______         ______    

   Increase(Decrease) in Cash                      42,505         15,593    

   Cash, Beginning of Period                        1,841          3,035    

   Cash, End of Period                             44,346         18,628    
                                                  _______       ________    

   Income Taxes Paid                                    0              0    

   Interest Paid                                    2,119         33,623    

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THE SOUTHSHORE CORPORATION            

NOTES TO FINANCIAL STATEMENTS           

June 30, 1998             
(Unaudited)             

(1) Summary of Accounting Policies                                          
------------------------------                                      
  A summary of significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:         

(a) General                                                         
-------                                                     
The Southshore Corporation ("Company") was incorporated under the   
 laws of Colorado on March 26, 1990 for the purpose of engaging in any
  lawful business.  The company operates a waterpark in southeast Denver
metro area.                                                         

(b) Unaudited Financial Statements                                  
------------------------------                              
The accompanying financial statements have been prepared by the     
registrant without audit and are the responsibility of the Company's
management.  Management is of the opinion that all adjustments that 
should be made to the accompanying financial statements in order for
them to present fairly the financial position, results of operations
and cash flows for the periods presented have been made.            

Management has elected to omit substantially all the footnote       
disclosures required by generally accepted accounting principles.   

    The accompanying financial statements should be read in conjunction with
 the Company's audited financial statements as of March 31, 1998.  The
results of operation for the period ended June 30, 1998 are not     
indicative of the operating results for the full year.              

(c) Property and Equipment                                          
----------------------                                      
Property and equipment are stated at cost.  The original park water 
   features are depreciated using a straight line method based on a 7 year
 estimated useful life.  A 20 year estimated useful life on a straight
  line basis is utilized on the buildings.  Park improvements since 1994
   have been depreciated using a modified accelerated cost recovery method
over 31.5 years for buildings and 7 years for equipment.            

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(2) Liquidity and Capital Resources                                         
-------------------------------                                     
See Management's Discussion for disclosure related to liquidity and 
capital and the related contingencies and commitments.              

(3) Net Profit and Loss Per Common Share                                    
------------------------------------                                
 Net profit and loss per common share for the three month period ended
 June 30, 1998 and 1997 has been computed based on the weighted number
of shares outstanding during the respective periods.                

(4) Bank Line of Credit -Note to President                                  
--------------------------------------                              
    On April 25, 1994, the Company issued a five year promissory note in the
    amount of $400,000 to its President.  The note was issued pursuant to an
arrangement whereby the President became personally obligated and   
personally secured a $400,000 bank line of credit, the proceeds of  
 which were made available to the Company.  The Company is required to
pay interest on the line at the bank's prime rate.  The Company's   
  President has the right to purchase common stock at $2.25 per share in
 an amount equal to what he is at risk on the bank line of credit.  On
default of the note he may convert the outstanding balance to common
 stock at $1.00 per share.  At June 30, 1998, the balance was $99,420.

(5) 10% Secured Notes -$970,000                                             
---------------------------                                         
The Company was required to pay down the principal balance of its   
 outstanding 10%  Secured Notes by 25% on September 30, 1994, June 30,
   1995, June 30, 1996 and June 30, 1997 respectively.  The Company failed
  to make most of these payments, however it has obtained deferrals from
holders of $735,000 in these notes as to payments of principal      
  through September 30, 1997.  The Company failed to make these payments
  due September 30, 1997.  Additionally, the trustee under the Indenture
   relating to these notes resigned as trustee effective November 4, 1994.

(6) Property Tax Lien                                                       
-----------------                                                   
   First Union National Bank (New Jersey) holds a property tax certificate
  from Arapahoe County, Colorado in the amount of $581,284 plus interest
of $156,325, at June 30, 1998, on the Company's 16-acre water park  
  property.  The tax certificate draws interest at 13% per annum and may
be converted into a tax deed at the request of First Union.  The    
  Company would have the right to redeem the certificate for a period of
  approximately four months from the time First Union requests a deed by
paying the full amount of the property tax certificate plus accrued 
interest (a total of $737,609 at June 30, 1998).  As of the date of 
this report First Union had not requested Arapahoe County to issue a
tax deed.                                                           

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SELECTED FINANCIAL DATA                                                         
--------------------------------                                                
Following is a summary of selected financial data.  See the           
financial statements included herein for more complete                          
information.                                                                    

Summary Balance Sheet Data:                                                     

         As of          As of          As of
         3/31/98        3/31/97        3/31/96
         -----------    -----------    -----------
Total Assets.........   $ 1,910,724    $ 2,478,613    $ 3,028,190               
Total Liabilities....   $ 2,105,540    $ 2,244,548    $ 2,322,158               
Long Term Obligations   $    37,864    $    65,377    $   953,098               
Working Capital......   $(2,059,228)   $(2,167,098)   $(1,362,589)              
Stockholders' Equity.   $  (194,816)   $   203,391    $   706,032               

As of           As of         
3/31/95         3/31/94         
-----------     -----------         
Total Assets.........  $ 3,649,607    $ 3,991,676                               
Total Liabilities....  $ 2,724,957    $ 2,545,949                               
Long Term Obligations  $   145,632    $   129,058                               
Working Capital......  $(2,556,580)   $(2,306,874                               
Stockholders' Equity.  $   924,650    $ 1,447,727                               

Summary Operating Data:                                                         

       Year         Year          Year
        Ended        Ended         Ended
        3/31/98      3/31/97       3/31/96
       ----------    -----------   -----------
Sales................   $  999,710    $1,085,465    $  855,618                  
Net Loss.............   $ (428,881)   $ (502,641)   $ (693,474)                 
Net loss Per Share...   $     (.16)   $     (.19)   $     (.29)                 
Net Loss Before                                                                 
Extraordinary Items     $ (428,881)   $ (502,641)   $ (751,014)                 
Net Loss Per Share                                                              
Before Extraordinary                                                            
Items.................  $     (.16)   $     (.19)   $     (.32)                 
Year           Year         
Ended          Ended        
3/31/95        3/31/94        
-----------    -----------        
Sales................  $ 1,021,747    $   838,098                               
Net Loss.............  $(1,023,077)   $(1,334,382)                              
Net loss Per Share...  $      (.57)   $      (.79)                              

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                     
CONDITION AND RESULTS OF OPERATIONS                         
-----------------------------------------------------------                     
Financial Condition                                                             

At March 31, 1998, working capital was a negative $2,059,228                
as compared to a negative $2,167,098 at March 31, 1997, a                       
decrease of approximately $108,000.                                             

The principal items contributing to the working capital                     
shortfall are operating losses, currently due promissory notes                  
and currently due property taxes.                                               

At March 31, 1998, the Company's shareholders' equity was a                 
negative $(194,816), down from $234,065 at March 31, 1997, due                  
primarily to operating losses for fiscal 1997.                                  

Results of Operations - Fiscal 1998 Compared to Fiscal 1997                     

Revenues for 1998 were down slightly over 1997 with                         
decreases in both gate admissions and food and beverage due                     
primarily to the affect of an unseasonably cold June 1997 on park               
attendance.  The Company contracts out its food and beverage                    
service for a percentage of the sales.  Expense amounts for 1998                
by items were slightly less than in 1997.  Elimination of                       

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depreciation of $558,672, a non-cash item, would result in                      
profitable operations for fiscal 1998.  As a percentage of gross                
profit, operating expenses, exclusive of depreciation and                       
interest, declined from 98% in fiscal 1996 to 74% in fiscal 1997                
to 72% in fiscal 1998.                                                          

Interest expense for fiscal 1998 was $58,266 less than          
fiscal 1997 due to reduction in outstanding indebtedness and                    
lower interest rates on one note to the Company's President.                    
Amortization of debt offering costs was only $9,809 for fiscal                  
1998 because it was the last period in which such expense was                   
allocable and the $9,809 was all that remained.                                 

Results of Operations - Fiscal 1997 Compared to Fiscal 1996                     

Revenues for 1997 were up 27% over 1996 with increases in                   
both gate admissions and food and beverage.  The Company                        
continued to contract out its food and beverage service for a                   
percentage of the sales.  Expense amounts for 1997 by items were                
approximately the same as 1996 except for professional and                      
consulting fees which showed further reduction as the Company's                 
requirements for legal and other services declined 76% and                      
advertising expenses were 27% lower.   Elimination of                           
depreciation of $559,751, a non-cash item, would result in                      
profitable operations for fiscal 1997.  As a percentage of gross                
profit, operating expenses, exclusive of depreciation and                       
interest, declined from 98% in fiscal 1996 to 74% in fiscal 1997.               

Results of Operations - Fiscal 1996 Compared to Fiscal 1995                     

Revenues for fiscal 1996 were lower than fiscal 1995 by                     
$166,129 largely because the Company contracted its food service                
for 1996 with an outside vendor and merely received a fee for the               
sale of food of $173,453, compared to $353,709 for food sales by                
the Company for 1995.  However, substantial savings on the cost                 
of sales ($11,078 for 1996 vs. $78,181 for 1995) and salaries                   
($270,938 for 1996 vs. $348,318 for 1995) justifies the decision                
which resulted in lower total revenues.  Gross profits for 1996                 
were approximately $100,000 less than 1995 and total operating                  
expenses for 1996 were nearly $300,000 less than 1995.  Thus, net               
loss for 1996 was approximately $330,000 less than the loss for                 
1995.  Of the loss of $693,474 for 1996, $560,511 represents a                  
non-cash item, depreciation.  Most of the Company's current park                
facilities will be fully depreciated in 1998.                                   

The month of June, 1995, which is approximately one-third of                
the water park's operating period, was one of the coldest,                      
rainiest Junes ever recorded for the Denver area.  This was                     
devastating to park revenues.  For June, 1996, the Denver area                  
experienced more typical June weather, with highs usually in the                
80's and low 90's.                                                              

Consulting and professional fees have shown a steady decline                
from fiscal 1994 through fiscal 1996 as the Company's use of                    
lawyers and other professionals has been reduced following the                  
finalization of work-out arrangements with the Company's                        
creditors.                                                                      

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Interest expense reduction and interest expense forgiven for                
1996 reflect results of settlements and pay-offs of construction                
creditors.                                                                      

Liquidity and Capital Resources                                                 

At March 31, 1998, the Company had $2,067,676 in current                    
obligations and $8,448 in current assets.  Obligations include                  
notes payable of $1,239,431 and property taxes of $566,762.                     

The Company has been able to continue, notwithstanding past                 
financial difficulties, only as a result of sales of 920,000                    
shares of common stock at $1.00 and $482,000 in loans during                    
fiscal 1995 and 1996.  The Company's President purchased 500,000                
shares of such stock and was the source of $400,000 in loans.                   
Vancol Industries, Inc., a major shareholder, purchased 25,000                  
shares of stock and loaned the Company $82,400.  Rod Barksdale, a               
director, purchased 25,000 shares of stock.  Arthur T. Biddle, a                
former director, and a Biddle family partnership purchased 40,000               
shares of common stock.                                                         

As indicated by the Statement of Cash Flows (page 19), the      
Company has not obtained funding in the past two years from the               
sale of its common stock.  Rather it has relied primarily upon                  
revenues from operations and a bank line of credit of its                       
president to provide funds for operations.   Operating  expenses                
have been reduced each of the past three years; however the                     
Company is yet unable to achieve profitable operations.                         

Although the Company has made substantial inroads toward                    
establishing financial stability, it has not yet achieved it.                   
1998 was the second consecutive year the Company was able to                    
achieve positive cash flow except for payment of real estate taxes.             
For fiscal 1998 its objectives were to eliminate, restructure or              
reduce its debt, pay its property taxes and strive to produce                 
profitable operations.  These objectives were not achieved.                     
The failure to pay its taxes or restructure or pay its debt could               
result in loss of the Company's water park property.                            

The Company's plan recently has been to sell its water park                 
property for sufficient funds to retire its debt.  On June 16,                  
1998, the Company signed a contract for sale of the property for                
$2 million.  The Company believes the sale proceeds would be                    
sufficient to pay all of the Company's obligations.  The Company                
also has engaged in lengthy negotiations with a local recreation                
district which has interest in acquiring the property in event                  
the current contract does not close.  See Item 1. Business and                  
Proposed Sale of the Company's Water Park.  See also Note 7 to                  
financial statements.                                                           

Trends                                                                          

The industry in which the Company operates depends                          
considerably on disposable income of potential park patrons and                 
is thus more affected by the condition of the local and, to a                   
very limited extent the national economy.  The economy in the                   
Denver area is currently relatively strong, which means that more               
disposable monies would be available for recreational activities                
such as those available at the Company's facilities.  Based on                  

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this economic indication, management is hopeful the local economy               
will provide a good environment for the Company to operate.                     

Year 2000                                                                       
-------------                                                                   
Since the Company expects to sell its water park property soon    
and attempt to locate another business opportunity, of which there            
is none under consideration, the Company is not able to                       
meaningfully make any plans or disclosures about how year 2000                  
issues may affect the Company or its operations , if any.                       

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND     
RESULTS OF OPERATIONS             
Quarter Ended June 30, 1998           
---------------------------           
Financial Condition                                                             

 At June 30, 1998, working capital was a negative $2,099,774 as compared
to a negative $2,069,709 at March 31, 1998.  The principal reasons for the      
working capital shortfalls are unpaid and accrued property taxes of $581,284,   
accrued interest on property taxes, trade payables, and $955,000 in notes       
currently in default.  See "Liquidity and Capital Resources" below.             

At June 30, 1998, the Company's shareholders' equity was negative     
$336,279, down from a negative $194,815 at March 31, 1998, due entirely to      
operating losses from startup costs for the summer of 1998.                     

Results of Operations -Three Months Ended June 30, 1998 Compared to Three       
Months Ended June 30, 1997.                                                     

  Revenues for the current three months were down 10% compared to the same
period in 1997.  This decrease is accounted for by early season rain, cool      
conditions and delaying the opening date of the facility a week in an effort    
to reduce startup costs for the summer.                                         

Total operating expenses were down 16% as compared to the comparable  
period in 1997.  Salaries were down 14%.  Advertising expenditures decreased    
44% as management of advertising were brought in-house to save on agency fees   
and production costs for the season.  The cost of operating supplies,           
chemicals and utilities was down 46% as the company continues to refine its     
need for these products and services.  Depreciation and amortization remained   
basically the same for the two periods.  The interest expense for current       
period reflects suspension of interest payments to some of its creditors as     
work-out arrangements are made with, debtors, subject to sale of the Company's  
waterpark property and satisfaction of these obligations.  (see Liquidity and   
Capital Resources)                                                              

Liquidity and Capital Resources                                                 

At June 30, 1998, the Company had $2,163,493 in current obligations,  
primarily composed of notes payables and accrued and past due property taxes.   
Notes payable of $220,000 due June 30, 1997 and $735,000 due September 30,      
1997 are currently in default.  These notes are secured by a first mortgage     
on portions of the waterpark property.  The Company's waterpark property is     
subject to a property tax lien that was recently issued to a banking            
institution in New Jersey.  The Company could be in a position in the near      
future where it would have to pay the full amount of this lien or loose title   
to the property.                                                                

Although the Company has made substantial inroads toward financial    
stability, it has not yet achieved it.  The Company recently has been           
attempting to sell its water park property for sufficient funds to retire       
its debt.  On June 16, 1998, the Company signed a contract for sale of          

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the property for $2 million, subject to certain conditions, including that      
the buyers be able to obtain financing  On July 27, 1998 the Buyers             
terminated the contract due to inability to obtain financing.  The Company      
has also engaged in lengthy negotiations with a local recreation district       
which has interest in acquiring the property in event the current contract      
does not close.                                                                 

As of June 30, 1998, the company has accumulated losses aggregating   
$4,716,465 and had a working capital deficiency of $2,099,774.  The company     
is attempting to sell substantially all of its assets to pay its current debt   
and delinquent taxes.  Management is hopeful such a sale will materialize and   
allow the Company to continue as a going concern.  The Company's ability        
to continue as a going concern depends upon its success in obtaining            
additional funding, increasing its debt financing and/or improving its          
operating results, or the sale of its assets.  There is no assurance that the   
Company will be successful in these efforts.  Thus, there is substantial        
doubt about the Company's ability to continue as a going concern.  The          
financial statements do not include any adjustments that might result from      
the outcome of this uncertainty.                                                

 A special meeting of the shareholders of the Company has been scheduled
tenatively for the purpose of considering the sale of substantially all the     
Company's assets for $2,000,000.  However, it will be delayed until the         
Company has the property under contract for sale, of which there is no          
assurance.                                                                      

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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 facility is open only from Memorial Day through Labor          
Day, weather permitting. The property is encumbered with a tax lien             
certificate and two liens securing indebtedness which are currently in          
default.  The auditor's report dated May 11, 1998 raises substantial doubt      
about the Company's ability to continue as a going concern.  See                
Financial Statements and Management's Discussion and Analysis of Results        
of Operations for the year ended March 31, 1998 and the quarter ended           
June 30, 1998 herein 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:  August __, 1998                                                         

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APPENDIXES              

Appendix 1     Real Estate Purchase and Sale Agreement - John C.                
Botdorf and letter form ORIX Real Estate Equities,
Inc.                                              

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
REAL ESTATE PURCHASE AND SALE AGREEMENT               

John C. Botdorf ("Purchaser") hereby offers to purchase the           
Southshore Water Park including all of the assets described below               
along with the real estate consisting of approximately 15.89                    
acres of land from The Southshore Corporation, hereinafter called               
the Seller ("Seller").  The property is located in the NW 1/4 of                
Sec. 26, T5S, R67W of the 6th P.M., Arapahoe County, Colorado and               
is commonly known as the Southshore Water Park.  The Property is                
further described and depicted on Exhibit A attached hereto.                    

Purchaser has provided to Seller on execution of this Offer           
("Offer") a letter from Purchaser's financial partner verifying                 
Purchaser's capability to consummate the terms of this                          
transaction.  Seller shall agree to hold the letter in confidence               
and shall agree not to distribute or release Purchaser's                        
financial information to any parties not related to the Seller.                 

1.   Terms of Purchase.                                                         

Purchaser shall agree to provide up to the sum of $1,985,000          
in cash at the closing to acquire the assets of The                   
Southshore Corporation, retire its obligations, and fund the          
reserve requirements for the Property.  Purchaser's funds             
shall be allocated as follows:                                        

A)  $40,000 after opening escrow, within 8 days                     
of execution hereof                                         

B)  $35,000 additional deposit upon removal of                      
contingencies or September 28, 1998 whichever               
occurs earlier                                              

C)  $1,910,000 at closing                                           

Total $1,985,000 cash consideration from Purchaser                    
==========                                                
The purchase price shall include all of the following:                

a)   15.89 acres in fee delivered free and clear except               
the 1998 real estate taxes and approved                     
exceptions.                                                 

b)   All the rights, title, and interest vested in the                
Southshore Water Park.                                      

c)   All Personal property and improvements, including                
but not limited to all the pools, equipment,                
slides, pumps, tables, chairs, kitchen equipment,           
utensils, computers, lockers, supplies, rafts,              
tubes, gift shop inventory, tools, registers,               
locks, keys, plans, studies, data and any other             
information or personal property now occupied and           

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used in connection with the operation of the                
Property.                                                   

d)   All vested water and mineral rights.                             

Purchaser and Seller shall complete an inventory list of the          
above personal property which shall be attached hereto as             
Exhibit B.                                                            

2.   Escrow/Due Diligence Period.                                               

Purchaser and Seller shall agree to open escrow at Stewart            
Title Co., Denver, Colorado on acceptance of this Offer.              
The provisions of this Offer shall constitute joint                   
instructions to the escrow holder; provided, however, that            
the parties shall execute such additional instructions as             
requested by the escrow holder not inconsistent with the              
provisions of this Offer.  Purchaser shall have until                 
September 28, 1998 to approve in writing the contingencies            
described in Paragraph (9).  If Purchaser does not approve            
the conditions in Paragraph (9) prior to September 28, 1998,          
Purchaser shall be entitled to a refund of the deposit plus           
all interest.  Purchaser shall deposit the sum of $40,000,            
which deposit plus interest shall be credited at the closing          
as earnest money deposit by August 21, 1998 and an                    
additional $35,000 by September 28, 1998 or when the                  
contingencies are removed whichever is earlier in an                  
interest bearing account with Stewart Title Co. on execution          
hereof.  This deposit shall become non-refundable upon                
removal of all contingencies.  Financing shall not be a               
contingency.                                                          

Closing shall be 75 days from the date hereof, or sooner by           
mutual agreement or 30 days from removal of contingencies.            

3.   Costs.                                                                     

A.  Seller.                                                           

Seller to pay for standard coverage owner's policy of         
title insurance with said escrow company in the amount        
of the purchase price; Seller's legal fees and                
expenses; one-half of the escrow fees; any documentary        
or transfer taxes or fees; deed preparation charges;          
and all other costs and expenses incurred by Seller.          

B.  Purchaser.                                                        

Purchaser to pay for Purchaser's legal fees and               
expenses; one-half of the escrow fees; deed recording         
charges; and all other costs or expenses incurred by          
Purchaser.                                                    

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4.   Proration.                                                                 

Premiums on insurance policies (except the patron liability           
policy) and operating expenses shall be prorated as of the            
date of recordation of the deed of Purchaser.  Property tax           
shall be prorated to the date of closing.                             

5.   Title.                                                                     

As soon as reasonably possible following acceptance, Seller           
shall furnish to Purchaser, at no cost to Purchaser, a                
preliminary title report and a ALTA survey on the Property,           
together with full copies of all documents of record                  
reflected therein, including, but not limited to, covenants,          
conditions, restrictions, reservations, easements, rights             
and rights of way of record, liens and other matters of               
record.  Purchaser shall have until September 28, 1998 to             
approve title.                                                        

In the event of disapproval of title by Purchaser, Seller             
shall, at its option, have ten (10) business days from                
receipt of said notice of disapproval within which to                 
attempt to obtain the elimination for any such disapproved            
exceptions.  In the event that such disapproval items are             
not so eliminated, the escrow shall be terminated.  Failure           
of Purchaser to approve in writing any exceptions within the          
time limit specified above shall be deemed to be an                   
automatic disapproval of said Preliminary Title Report in             
its entirety.  Any extensions of said time periods set forth          
above must be in writing and approved by Purchaser and                
Seller.                                                               

6.   Seller Representations.                                                    

Seller hereby warrants to the best of Seller's knowledge:             
(A) it has no knowledge of any latent or patent defects in            
the title to the land or the real and personal property               
improvement therein; (B) it has not received nor is aware of          
any notification from the Department of Building and Safety,          
the Tri-county Health Department, or any other city, county,          
or state authority having jurisdiction, requiring any work            
to be done on the subject Property, or advising Seller it is          
in violation of existing laws, ordinances or regulations.             
Seller represents and warrants to the best of Seller's                
knowledge that the Property is free and clear of all                  
hazardous materials, asbestos, petroleum and related                  
products and underground storage tanks.                               

Seller represents there are no outstanding contractor,                
vendor, supplier, or service provider claim of any kind               
against the business or Property that will survive the close          
of escrow.  In the event any prior claim shall surface after          
the closing of escrow, Seller shall be responsible for any            
payments owed.                                                        

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Seller warrants and represents to the best of its knowledge that      
the financial results attached hereto as Exhibit C and prepared       
by Seller are true and accurate and that the results reasonably       
reflect the operating history of the Southshore Water Park.           

In the event any such notice or notices are received by               
Seller prior to the close of escrow and Seller is unable to           
or does not elect to perform the work required in said                
notice or remedy the violation, at Seller's sole cost and             
expense, said notices shall be submitted to Purchaser for             
his examination and written approval.  Should Purchaser               
disapprove such notices, then this Offer shall become null            
and void, the escrow shall be canceled.  The parties agree,           
however, that in deciding whether or not to proceed with the          
transaction contemplated herein, Purchaser shall rely solely          
on its own due diligence inspection and not on any                    
representations by the Seller.                                        

7.   Seller's Contingencies.                                                    

Closing shall be specifically contingent upon Seller                  
obtaining approval from a majority of the shareholders of             
Seller at a meeting duly called to consider such matter.              
Management of Seller will use their best efforts to obtain            
such approval and does not view such approval as                      
problematic.                                                          

8.   Executed Offer Governs.                                                    

Upon execution of this Offer by all parties hereto, the               
contract resulting from such execution supersedes any and             
all prior arrangements, verbal discussions, and                       
representations and warranties between the parties hereto or          
their agents regarding the subject Property.  Neither                 
Purchaser, Seller or Broker shall be bound by any                     
understanding, agreement, promise, representation or                  
stipulation, expressed or implied, nor specified herein.              

9.   Conditions of Offer.                                                       

Purchaser shall have until September 28, 1998 to approve in           
its absolute and sole discretion the following:                       

A.   Review and approval of title reports, survey and soils,          
zoning restrictions, etc.                                   

B.   Review and approval of pertinent correspondence with             
governmental agencies.                                      

C.   Inspection of the pools, equipment, and operating                
systems.                                                    

D.   Approval by Purchaser of all infrastructure and utility          

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obligations needed to service the Property under            
maximum build out.                                          

In the event the above contingencies are not satisfied,               
eliminated or waived, then the parties hereto shall have no           
further liabilities to each other, and this Offer shall               
become null and void.                                                 

10.  Delivery of Property.                                                      

Upon close of escrow, Seller shall deliver possession of the          
subject Property to Purchaser.  Seller shall cooperate with           
Purchaser to provide assistance in turning over operation of          
the business.  Seller shall agree to provide Purchaser basic          
operating information in written form regarding the                   
operation of the wave pool and children's pool.                       

11.  Time of Acceptance.                                                        

This Offer shall expire unless accepted by Seller and such            
acceptance is delivered to Purchaser on or before August 14,          
1998.                                                                 

12.  Time is of the Essence.                                                    

It is expressly understood by all parties hereto that time            
is of the essence of this Offer.                                      

13.  Consideration.                                                             

Should for any reason the Purchaser fail to purchase the              
Property, all of the work product as a result of the                  
Purchaser's efforts, i.e., site plans, approvals, M.O.U.              
with the city regarding fees, etc. will be assigned to the            
Seller free from any obligations or liabilities.                      

14.  Commissions.                                                               

Seller shall pay a real estate commission of $50,000 to CB            
Richard Ellis Commercial which shall be due and payable at            
closing.                                                              

15.  Due Diligence.                                                             

Seller will furnish to Purchaser the commitment documents,            
topographical survey, annual audited financial statements             
and quarterly financial statements for the past 3 years on            
the operations of the water park and has made the Property            
available for Purchaser's inspection.                                 

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Purchaser shall conduct its Due Diligence Inspections of the          
Property and shall determine by the end of the Due Diligence          
Period (as per paragraph 2 above) whether it wishes to                
consummate the contemplated purchase and sale transaction.            
Seller shall cooperate with Purchaser in conducting its Due           
Diligence Inspections of the Property.  In this regard,               
Seller shall allow representatives of Purchaser reasonable            
opportunities to review relevant documentation relating to            
the Property in Seller's possession and Seller shall permit           
Purchaser's agents and representatives reasonable access to           
the Property to conduct reasonable tests and inspections.             
Purchaser further agrees to indemnify, defend and hold                
Seller harmless from any and all liability, claims, losses            
and expenses of any type which may arise directly or                  
indirectly from Purchaser's entry onto the Property and/or            
Purchaser's Due Diligence Inspections of the Property,                
except as may result solely from Seller's willful misconduct          
or gross negligence.  Purchaser shall, at its sole expense,           
return the property to its original, pre-inspection state,            
including without limitation, prompt repair of any damage to          
the Property caused by Purchaser, its agents, servants,               
employees, and/or consultants.                                        

Purchaser shall, at all times, keep the Property free from            
liens of any type which may arise as the result of                    
Purchaser's Due Diligence Inspections. Purchaser further              
agrees that it shall keep confidential all information                
belonging to Seller which Purchaser may review or receive in          
the course of its Due Diligence Inspections, unless Seller            
specifically agrees otherwise.                                        

16.  Colorado Brokerage Disclosure.                                             

Seller acknowledges that Purchaser holds a valid Colorado             
Real Estate license and is acting as principal in this                
transaction.                                                          

17.  Execution.                                                                 

The parties to this Agreement acknowledge that they have              
read, accepted and approved the terms and conditions of this          
Offer and have the authority to enter into this contract.             
Purchaser and Seller agree to cooperate with each other to            
enter into any additional agreements that may be required in          
order to consummate this transaction.                                 

                PURCHASER:

Date: August 13, 1998                      /s/ John C. Botdorf                  
                     John C. Botdorf
                                   1777 South Harrison St., #805
                            Denver, Colorado 80210

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ACCEPTED AND AGREED:              

                           SELLER:
                                              The Southshore Corporation
                                             10750 East Briarwood Ave.
                                              Englewood, Colorado  80112

Date: August 13, 1998                            By: /s/ Kenneth M. Dalton    
                                                Kenneth M. Dalton, President

WITNESS:                                                                        

/s/ Eric Nelson                                                                 

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EXHIBIT A               

DESCRIPTION OF REAL PROPERTY                                          

Lot 1, Block 1,  Southshore               
Subdivision Filing No. One,               
County of Arapahoe, State of              
Colorado                                  

</TEXT                                                                          

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