FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _________
Commission File Number 0-19949
THE SOUTHSHORE CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-1153522
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o RV Holiday.com
422 East Vermijo Suite 216; Colorado Springs, Colorado 80903
(Address of principal executive offices)
(719) 884-7216
(Registrant's telephone number, including area code)
5373 North Union Blvd., Suite 100 Colorado Springs, Colorado 80918
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. Yes_X_ No___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the last
practicable date.
The registrant had 8,110,470 shares of its $.001 par
value common stock outstanding as of February 7, 2000.
PART I -FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE SOUTHSHORE CORPORATION
BALANCE SHEET (Unaudited)
March 31 Dec 31
1999 1999
CURRENT ASSETS
Cash 84,317 102,484
Other Receivable 0 0
Notes Receivable 0 0
Inventory 0 0
____________ ____________
Total Current Assets 84,317 102,484
OTHER ASSETS
Land 435,173 0
Property and Equipment,
-net of accum depr. of
$3,638,049 and $0 Respect. 890,921 0
Deposits 17,245 17,245
Prepaids 0 0
Other Assets 0 0
Debt Offering Costs,
-net of accum amort 0 0
____________ ____________
Total Assets 1,427,656 119,729
CURRENT LIABILITIES
Notes Payable -Current 770,881 0
Notes Payable -Related Parties 76,800 0
Property Taxes Payable 644,963 7,918
Accrued Interest 234,100 0
Accounts Payable -Trade 27,223 2,489
Deferred Income 1,000 0
Accrued Payroll 173,716 0
Other Accrued Expenses 13,886 3,750
____________ ____________
Total Current Liabilities 1,942,571 14,157
Notes Payable
-net of current portion 0 0
Notes Payable -Related Parties
-net of current portion 0 0
____________ ____________
Total Liabilities 1,942,571 14,157
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 (4,895,100) (4,274,614)
____________ ____________
Total Stockholders' Equity (514,915) 105,572
Total Liabilities and
Stockholders' Equity 1,427,656 119,729
THE SOUTHSHORE CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Three Months
Ended Dec 31, Ended Dec 31,
1999 1998
Revenue
Sales -Admissions 0 1,540
Sales -Food, Merchandise 0 0
Sales -Other 0 0
Corporate Sponsorships 0 0
___________ ___________
Total Sales 0 1,540
Cost of Sales 0 0
___________ ___________
Gross Profit 0 1,540
Operating Expenses
Salaries/Administrative 3,750 7,833
Payroll Taxes 0 6,649
Operating Supplies 0 343
Chemicals 0 0
Repairs & Maintenance 0 162
Advertising 378 0
Outside Services 2,443 2,367
Utilities 0 5,314
Insurance 0 8,244
Depreciation & Amort 0 140,539
Property Taxes 368 24,374
Other 1,528 6,288
___________ ___________
Total Operating Exp 8,468 202,113
Excess of Revenue Over
Expense (Before Other
Income/Expense) (8,468) (200,573)
Other Income 689 0
Interest Expense (Net) (16) (18,034)
___________ ___________
Net Profit(Loss) (7,794) (218,607)
Net Profit (Loss) Per Share (0.01) (0.08)
THE SOUTHSHORE CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Nine Months Nine Months
Ended Dec 31, Ended Dec 31,
1,999 1,998
Revenue
Sales -Admissions 0 777,847
Sales -Food, Merchandise 0 207,778
Sales -Other 0 4,195
Corporate Sponsorships 0 10,500
___________ ___________
Total Sales 0 1,000,320
Cost of Sales 0 24,284
___________ ___________
Gross Profit 0 976,036
Operating Expenses
Salaries/Administrative 16,694 464,158
Payroll Taxes (959) 40,565
Operating Supplies 222 9,771
Chemicals 0 12,229
Repairs & Maintenance 0 18,560
Advertising 426 65,803
Outside Services 24,550 33,289
Utilities (587) 85,047
Insurance 841 28,121
Depreciation & Amort 0 421,294
Property Taxes 6,253 73,017
Other 2,657 26,558
___________ ___________
Total Operating Exp 50,097 1,278,411
Excess of Revenue over Expense
(Before Other Income/Expense) (50,097) (302,375)
Other Income 3,462 9,257
Interest Expense (Net) (4,504) (55,167)
Gain/Loss on Sale of Assets 831,436 0
Property Sale Commission/Fees (104,617) 0
Demolision Expense (55,195) 0
Net Profit(Loss) 620,486 (348,285)
Gain (Loss) Per Share 0.24 (0.13)
THE SOUTHSHORE CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From March 31, through December 31, 1999
(Unaudited)
Retained
Number of Common Additional Earnings
Date Shares Stock Paid-In Capital (Deficit) Total
Balance at
March 31, 1999 2,610,470 2,611 4,377,574 (4,895,100) (514,915)
Net Profit Nine
Months Ended
at December 31,1999 620,486 620,486
Balance at
December 31, 1999 2,610,470 2,611 4,377,574 (4,274,614) 105,572
THE SOUTHSHORE CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited) Nine Months Nine Months
Ending Dec 31 Ending Dec 31
1999 1998
Cash flows from Operating Activities
Net Profit(Loss) 620,486 (348,285)
Adjustments to Reconcile Net(Loss)
to Net Cash (Used In) Operating Activities
Amortization and Depreciation 0 421,294
(Increase) in Accounts/Other Receivable 0 (8,308)
(Increase) in Inventory 0 0
Increase in Accounts Payable
and Accrued Expenses (1,080,733) 275,825
Other, net 0 (5,116)
__________ __________
Net Cash (Used In) Operating Activities (460,247) 335,409
Cash flows from Investing Activities
Deposits 0 200
Land, Property, Equipment 1,326,094 (2,895)
__________ __________
Net Cash (Used In) Investing Activities 1,326,094 (2,695)
Cash flows from Financing Activities
Increase(Decrease) Debt (847,681) (242,359)
Issuance of Stock, Net of Offering Costs 0 0
__________ __________
Net Cash Provided by Financing Activities (847,681) (242,359)
__________ __________
Increase(Decrease) in Cash 18,166 90,355
Cash, Beginning of Period 84,317 1,841
Cash, End of Period 102,483 92,196
__________ __________
Income Taxes Paid 0 0
Interest Paid 4,504 6,069
THE SOUTHSHORE CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(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; however since 1992 through
April 21, 1999 the Company had been engaged in the operation
of a water park located in the Southeast Denver Metropolitan
Area. The park property was sold to Bedford Property Investors
on April 21, 1999 and all property improvements were
subsequently removed.
On February 2, 2000, The Southshore Corporation
completed the acquisition of RV Holiday.com, Inc. RV
Holiday.com, Inc. is a Colorado Springs, Colorado based
company engaged in the development of an internet portal site
for RV enthusiasts as well as in acquiring RV dealerships
nationwide. Going forward, Southshore's operations and
management will be those of RV Holiday.
(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, 1999. The results of operation for the period
ended December 31, 1999 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 waterfeatures 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. As of December 31, 1999, the Company has no
depreciable assets.
(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 December 31, 1999 and 1998 has been computed
based on the weighted number of shares outstanding during the
respective periods.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Condition
At December 31, 1999, working capital was $88,327 as
compared to a negative $1,858,254 at March 31, 1999. The
principal reasons for the increase in working capital was sale
of the Company's waterpark property and liquidation of its
property. See "Liquidity and Capital Resources" below.
At December 31, 1999, the Company's shareholders' equity
was $105,572 an increase of $620,487 over March 31, 1999, due
entirely to the gain on sale of the company's waterpark
property.
Results of Operations -Three Months Ended December 31, 1999
Compared to Three Months Ended December 31, 1998.
The Company did not have any revenues for the current
three months ended December 31, 1999 as the Company's
waterpark property was sold for redevelopment and did not open
for the summer in 1999.
Expenses for the current three months were minimal as
compared to the three months ended December 31, 1998 as the
Company has ceased its waterpark operation. The expenses for
the current three months represent the labor, legal and other
administrative costs associated with maintaining current
corporate reporting and exploring merger options for the
corporate entity.
Results of Operations -Nine Months Ended December 31, 1999
Compared to Nine Months Ended December 31, 1998.
The Company did not have any revenues for the current
nine months ended December 31, 1999 as the Company's waterpark
property was sold for redevelopment and did not open for the
summer in 1999.
Expenses for the current nine months were minimal as
compared to the nine months ended December 31, 1998 as the
Company has ceased its waterpark operation. The Company's
President and Accounting Officer worked during this period on
an as-needed basis to complete the park demolition, maintain
current corporate reporting and evaluate merger candidates for
the corporate entity. Outside services for the current nine
months reflects legal and auditing expenses associated with
the sale of the waterpark property and completion of the
Company's year-end audit. The statement of operations for the
current three months also reflect a gain on the sale of assets
of $ 831,436 from the sale of its property. It also reflects
commissions, fees and demolition costs of approximately
$160,000 relating to the sale.
Liquidity and Capital Resources
At December 31, 1999, the Company's current obligations
are $7,918 in personal property taxes due to Arapahoe County
and accrued administrative and legal expenses of $6239. The
Company anticipates no further expenses, other than outside
services of legal and accounting for corporate reporting and
legal counsel as to the remaining public shell issues. The
Company at December 31, 1999, had $102,484 in cash and $17,250
due from Arapahoe County, Colorado for a public improvement
deposit. The Company anticipates that it will recover the
deposit at a undetermined future time.
PART II -OTHER INFORMATION
ITEM 5 OTHER INFORMATION
The Southshore Corporation ("Southshore") on February 2,
2000 completed the agreement and plan of merger ("Agreement")
whereby a wholly-owned subsidiary of Southshore was merged
with RV Holiday.Com, Inc. ("RV Holiday") and 5.5 million
shares of Southshore common stock was issued to shareholders
of RV Holiday. RV Holiday is a recently formed company, based
in Colorado Springs, Colorado, engaged in a business to
develop and internet portal site for RV enthusiasts and to
acquire RV dealerships. As of this date Southshore will have
8,110,470 shares outstanding; thus, the shares of common stock
of Southshore to be issued would represent approximately 67.8%
of the outstanding shares of common stock. Pursuant to the
agreement, at the closing the current directors of Southshore
are to appoint as new directors of Southshore three
individuals designated by RV Holiday and thereupon the current
directors are to resign. The following are the profiles of
the new directors designated by RV Holiday.com, Inc.
Dr. Robert A. Scott, age 60, has been President, Chief
Executive Officer and Professor of Sociology and Anthropology
at Ramapo College of New Jersey since 1985. Ramapo is New
Jersey's public liberal arts college, with graduate programs
in business (including e-commerce), computer science,
educational technology, and liberal studies; over 600
employees; a budget of $60 million; and a physical plant worth
over $150 million. Prior to assuming the presidency of Ramapo
in 1985, Dr. Scott was assistant commissioner of higher
education in Indiana, held marketing and sales positions at
Procter and Gamble, and served as a marketing consultant and
advisor on mergers and acquisitions in the educational and
publishing industries. Dr. Scott also is Chairman of the
Board and Corporate Secretary of American Educational
Products, Inc., a publicly traded company that manufacture and
distributes supplementary instructional materials to both
homes and schools. He also is a founding director of
usacenter.com, Inc. and of edorm.com, Inc., internet service
companies, and a member of the executive committee of
Hackensack Univerity Medical Center, a health care complex
with $600 million in annual revenues. He holds a Bachelor's
Degree from Bucknell University and a PhD from Cornell
Univerity.
Dr. Wayne R. Kirschling, age 57, currently serves as
President of Ontario Corporation, a closely held Indiana
corporation with corporate headquarters in Muncie, Indiana.
He also serves as Executive Vice President of Pyromet, a
subsidiary of Ontario Corporation. Ontario engages in the
manufacture and refurbishment of components used in jet
engines; the manufacture and refurbishment of components used
in semiconductor process equipment; provides metallurgical,
chemical and environmental laboratorytesting; develops
software and systems for enterprises involved in collections
and accounts receivable management; and is involved in the
development of an industrial park. From 1978-1986, Dr.
Kirschling served as Deputy Commissioner of Higher Education
for the Indiana Commission for Higher Education located in
Indianapolis, Indiana, where he was responsible for working
with the Governor, the State Legislature and Indiana's public
and private colleges on operating and capital budget requests,
student aid funding, and approval of new institutions and new
academic programs. From 1971-1978, he was Associate Director
of the National Center for Higher Education Management Systems
located in Boulder, Colorado, where he was responsible for
working with public and private colleges throughout the U.S.
to develop the implement new management techniques and for
operating a visiting scholars program for scholars drawn from
American and foreign universities, industry and government.
Dr. Kirschling has served as a director of Leopold, a
subsidiary of American Education Protection, Inc., since
February, 1995. From 1964-1969, Dr. Kirschling served as an
officer in the U.S. Air Force, including assignments with the
Office of the Secretary of the Air Force in Washington, D.C.
and at the U.S. Air Force Academy located in Colorado Springs,
Colorado. He has taught at a number of colleges and
universities, including the University of Colorado, Butler
University, the University of Indianapolis and the U.S. Air
Force Academy. He received his B.S. degree from the U.S. Air
Force Academy, and M.S. in Industrial Engineering fro Stanford
University and an M.B.A. and D.B.A. in Management Science from
the University of Colorado.
John Deufel, age 46, currently is President of RV Holiday
and has occupied that position since August 1999, the
inception of RV Holiday. During 1999 he worked in a sales
capacity for Lazy Days RV Sales in the State of Florida. From
October 1996 to November 1998, he developed and was General
Manager and part owner of RV Boat Storage, one of the first
full service indoor RV and boat storage facilities in the U.S.
From 1990 to 1996 he was a real estate broker and principal of
Remax Realtec, also in the State of Florida. From 1980 to
1990, Mr. Deufel was in various management capacities with
Allstate Insurance Company where he supervised more than 400
employees. Mr. Deufel received a Bachelor of Arts degree in
Business Administration from William Patterson University in
1979.
Additionally, pursuant to the Agreement and Plan of
Merger, certain shareholders of Southshore are to grant to
persons designated by RV Holiday options to purchase in the
aggregate of 500,000 shares of Southshore common stock at an
exercise price of $.50 per share for a ninety day period
commencing at closing on the Agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles of Incorporation(1)
3.2 Bylaws(1)
10.3 Incentive Stock Option Plan(1)
10.12 Indenture of Trust and 10% Secured Promissory Note(2)
10.29 Stock Option 61,250 shares -Kenneth M.Dalton(3)
10.31 Purchase - Bedford Property Investors(4)
10.32 Agreement and Plan of Merger by and among RV
Holiday.Com, Inc., The Southshore Corporation and Southshore
Acquisition Corp.(5)
10.33 Statement regarding change in majority of
Directors.(6)
27.1 Financial Data Schedule
___________________________
(1) Incorporated by reference to Form S-18 Registration
Statement, File No. 33-42730-D, filed September 11, 1991
(2) Incorporated by reference to Form 10-K for year
ended March 31, 1993 filed July 16, 1993 File No. 0-19949
(3) Incorporated by reference to Form 8-K filed December 30, 1994,
File No. 0-19949
(4) Incorporated by reference to Proxy Statement filed
March 24, 1999, File No.0-19949
(5) Incorporated by reference to Form 8-K filed December 22, 1999,
File No. 0-19949
(6) Incorporated by reference to Rule 14 (f) 1 Information
Statement filed January 11, 2000, File No. 0-19949.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
THE SOUTHSHORE CORPORATION
February 10, 2000 By:/s/ Kenneth M. Dalton
Date Kenneth M. Dalton, President
and Principal Executive Officer
February 10, 2000 By:/s/ Eric L. Nelson
Date Eric L. Nelson,
Principal Accounting Officer
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<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> MAR-31-2000 MAR-31-2000
<PERIOD-START> OCT-01-1999 JAN-01-1999
<PERIOD-END> DEC-31-1999 DEC-31-1999
<CASH> 102,484 102,484
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 119,729 119,729
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 119,729 119,729
<CURRENT-LIABILITIES> 14,157 14,157
<BONDS> 0 0
0 0
0 0
<COMMON> 2,611 2,611
<OTHER-SE> 105,572 105,572
<TOTAL-LIABILITY-AND-EQUITY> 119,729 119,729
<SALES> 0 989,820
<TOTAL-REVENUES> 0 1,000,320
<CGS> 0 24,284
<TOTAL-COSTS> 0 24,284
<OTHER-EXPENSES> 8,468 1,278,411
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (16) (55,167)
<INCOME-PRETAX> (7,794) (348,285)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (7,794) (348,285)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (7,794) (348,285)
<EPS-BASIC> (0.01) (0.13)
<EPS-DILUTED> 0 0
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