<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2000
THE SOUTHSHORE CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-19949 84-1153522
- ---------------------- -------------- --------------------
(State or other (Commission file number) (IRS Employer
incorporation or organization) Identification No.)
5373 North Union Boulevard, Suite 100, Colorado Springs, Colorado 80918
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (719) 590-4900
-------------------------------------------------------------------
26 Tamarade Drive, Littleton, Colorado 80127
(303) 978-1475
- ---------------------------------------------------------------------------
(Former name or former address and telephone number, if changed since last
report)
<PAGE>
<PAGE>
ITEM 1. CHANGE IN CONTROL
ITEM 2. ACQUISITION OF ASSETS
On February 1, 2000, a change in control of Southshore Corporation (the
"Company") occurred in connection with the consummation of a certain Agreement
and Plan of Merger between the Company, its acquisition subsidiary, Southshore
Acquisition Corp. ("SAC") and iRV, Inc. (formerly RV Holiday.com, Inc.), a
Colorado corporation, ("iRV") dated as of December 20, 1999 (the "Merger
Agreement").
Under the terms of the Merger Agreement, SAC was merged with and into iRV,
with iRV to be the surviving corporation. On the effective date of the
merger, February 3, 2000, each issued and outstanding share of common stock of
iRV was converted automatically to the right to receive one (1) share of the
common stock of the Company. On the effective date of the merger, iRV had a
total of 5,500,000 shares of its common stock issued and outstanding. As a
result of the merger, therefore, the Company issued a total of 5,500,000
shares of its common stock to the holders of record of iRV on the effective
date of the merger.
The 5,500,000 shares of the Company's common stock issued to the former
shareholders of iRV represented, immediately after their issuance, 67.8% of
the total issued and outstanding shares of the Company's common stock
following the merger. The former shareholders of iRV and the number of shares
of the Company's common stock received by each in connection with the merger
is set forth in the table below:
Name Number of Shares
- ---- ----------------
Dorothy Calandrella 200,000
Stephen Calandrella 300,000
Calandrella Family Foundation 200,000
Kim Davis 50,000
Nannette Goldberg 1,850,000
Marie Kanger 200,000
Ratna Enterprises, Inc. 111,000
Smith Mark 100,000
Triumph Capital 1,064,000
Jeffrey Barber 50,000
Neil Berman 131,250
Howard Farkas 62,500
Scott Friedman 12,500
Jerry Karnell 50,000
David Lavigne 50,000
Bruce Madsen 125,000
Mike McCallum 75,000
Len Nacht 100,000
John Overturf 62,500
John Power 50,000
Richard Rizzo 31,250
Patrick Santonacita 62,500
John Deufel 500,000
Arden Wandel 62,500
------------
5,500,000
Further, upon closing of the Merger Agreement, Kenneth M. Dalton, Ren
Berggren and Rod K. Barksdale resigned as officers and directors of the
Company after electing the following persons to serve as Directors of the
Company following the merger:
Dr. Robert A. Scott
Wayne Kirschling
John H. Deufel
Following the merger, RV Holiday.com, Inc. changed its name to iRV, Inc.
on February 7, 2000. iRV, Inc. will operate as a wholly owned subsidiary of
the Company.
iRV, Inc. has two wholly owned subsidiaries: iRV.com, Inc. and iRV
Dealerships, Inc. iRV.com, Inc. has developed an internet website for RV
enthusiasts which is expected to be launched in the near future. iRV
Dealerships, Inc. is engaged in acquiring one or more dealerships which will
operate in conjunction with the internet website. iRV Dealerships, Inc.,
through a wholly owned subsidiary, currently operates under an agreement to
manage an RV dealership in Knoxville, Tennessee as a precursor to acquiring
the dealership, which is expected to close in the next several weeks.
<PAGE>
<PAGE>
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Pursuant to Item 7(a)(4), the Registrant declares that it is
impracticable to provide the required audited financial statements relative to
the acquired business at the time of this Report. Such audited financial
statements required by Item 7(a) shall be filed not later than sixty (60) days
after the due date of this Current Report on Form 8-K.
(b) Pro Forma Financial Information
Pursuant to Item 7(b) and Item 7(a)(4), the Registrant declares it
is impracticable to provide the required pro forma financial information
relative to the acquired business at the time of this Report. Such pro forma
financial information required by Item 7(b) shall be filed not later than
sixty (60) days after the due date of this Current Report on Form 8-K.
(c) Exhibits
Item Title
---- -----
1.1 Agreement and Plan of Merger by and between the Company, SAC
and iRV (formerly RV Holiday.com, Inc.) dated December 20,
1999.
1.2 Amended and Restated Articles of Incorporation of RV
Holiday.com, Inc.
1.3 Articles of Amendment to Articles of Incorporation of RV
Holiday.com, Inc. changing its name to iRV, Inc.
1.4 Bylaws of iRV, Inc. (formerly RV Holiday.com, Inc.)
1.5 Articles of Incorporation of iRV.com, Inc.
1.6 Bylaws of iRV.com, Inc.
1.7 Articles of Incorporation of Innovative Recreational
Dealerships, Inc.
1.8 Articles of Amendment to Articles of Incorporation of
Innovative Recreational Dealerships, Inc. changing its name to
iRV Dealerships, Inc.
1.9 Articles of Incorporation of iRV - Knoxville, Inc.
1.10 Bylaws of iRV - Knoxville, Inc.
1.11 Management Agreement dated January 2000 between Coach and
Campers of Knoxville, LLC and iRV - Knoxville, Inc.
<PAGE>
<PAGE>
SIGNATURE
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 hereunto duly authorized.
iRV, INC.
Date: February 10, 2000 By: /s/ John H. Deufel
-------------------------------
John H. Deufel, President
