<PAGE>
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                 
                            FORM 10-K/A

                          ANNUAL REPORT
                PURSUANT TO SECTION 13 or 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the fiscal year ended March 31, 1998 or
                               --------------
[ ]  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                   (I.R.S. Employer
    of incorporation or organization)             Identification No.)

10750 East Briarwood, Englewood, Colorado                      80112      
-----------------------------------------                    ----------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:      (303) 649-9875       
                                                         --------------
Securities registered pursuant to Section 12(b) of the Act:

        Title of each class                  Name of each exchange on
                                                 which registered

              None                                     None           
        ----------------                        -----------------

Securities registered pursuant to Section 12(g) of the Act:


                      Common Stock - $.001 Par Value                          
-----------------------------------------------------------------------------
                            (Title of class)

     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         No    X  
                                          -------------       ----------
     The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of June 20, 1998 was approximately $546,000.

     The number of shares outstanding of the Registrant's $.001 par value
common stock as of June 20, 1998 was 2,610,475 shares.

                               1
<PAGE>

                              PART I

ITEM 1.  BUSINESS
-----------------
General

     The Company was incorporated under the laws of Colorado on
March 26, 1990.  It has broad corporate powers; however, since
inception the Company has been engaged in the development,
construction and operation of a water park to be located in the
Southeast Denver Metropolitan Area.  The park was completed in
1992 and it operates from Memorial Day Weekend through Labor Day
Weekend annually.

Southshore Water Park - Arapahoe County, Colorado

     The 16-acre park, located near I-25 and East Arapahoe Road
in Southeast Metro Denver, includes a Children's Pool, Wave Pool,
and various Water Slides.  The Wave Pool covers approximately
23,000 square feet and the six water slides are up to 350 feet
long.  The park also contains a volleyball area, miniature golf
course, covered group pavilion areas, picnic areas, gift shop,
video arcade and food service facilities.  Free parking for
approximately 700 cars is provided.  The Company uses local radio
and direct mail for advertisement and also makes use of coupons
for reduced admission charges.

General Park Policy for Operations

     Management stresses park safety and cleanliness.  The
Company utilized the latest design engineering with respect to
construction of rides and attractions with safety as a prime
consideration.  The park is operated with trained certified
lifeguards and park security personnel in adequate numbers to
keep accidents, disruptive activity and similar incidents at a
minimum.  The park maintains a first aid station for treatment of
minor injuries.  The Company has not experienced circumstances
which have materially adversely impacted it concerning these
matters.

Proposed Sale of the Company's Water Park

     On June 16, 1998 the Company entered into a contract to sell
its water ark property to three individual joint buyers for $2
million.  Each of the buyers is non-affiliated with the  Company. 
The contract is subject to certain conditions including the
buyers' obtaining financing of at least $1,400,000, title
considerations, inspection of the property and approval of the
sale by the Company's shareholders.  South Suburban Park and
Recreation District, which operates in three suburban counties in
the south portion of the Denver Metro area, has also indicated an
interest in purchasing the property, has held public hearings


                                  2
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before its board of directors and is in favor of acquiring the
property.  Arapahoe County, Jefferson County and Douglas County,
through their respective commissioners, must any purchase by the
District.  Because of the protracted approval process the Company
elected to proceed with the private buyers.  However, the
District has indicated by letter it still has an interest in
purchasing the Property for $2 million if the current contract
does not close.

Adverse Current Ratio

     At March 31, 1998, the Company's current liabilities
exceeded its current assets by $1,904,228.  At March 31, 1998,
the Company was partially delinquent in paying its property
taxes, which were $566,762.  The Company's auditors state in
their report at May 11, 1998 that the working capital deficiency
raises substantial doubt as to the Company's ability to continue
as a going concern.

Default on Indenture of Trust

     During the quarter ended September 30, 1992, the Company
sold $975,000 in 10% secured promissory notes to 27 persons
pursuant to an indenture of trust.  Subject to the first lien on
a portion of the Company's water park property securing a $72,841
note to the person from whom the Company acquired the property,
the water park property is collateral under the indenture of
trust to secure payment of the 10% promissory notes.  The Company
is in default on the indenture of trust and the 10% promissory
notes because it has not repaid the principal outstanding amount
of $955,000 which was due September 1997 nor paid interest since
September 1997.

     The Company currently is engaged in efforts to obtain funds
to retire this obligation through sale of its water park
property; however, there is no assurance such funds will be
available or, if available, on terms that are economically
feasible.  Failure to retire this debt could result in
foreclosure proceedings on the property.

Delinquent Property Taxes

     At March 31, 1998, $566,762 was due to Arapahoe County,
Colorado for property taxes, most of which is delinquent.  It is
expected that during mid-1998 the holder of a tax lien
certificate sold on the Company's property will begin the process
to attempt to acquire the property by requesting an Arapahoe
County Treasurer's deed.  The Company is engaged in efforts to
sell the property to obtain funds to pay property taxes prior to
the issuance of a Treasurer's deed; however, there is no
assurance that such funding will be available, of if available,
on terms that are economically feasible.

                                  3
<PAGE>
Government Regulation and Approvals

     The Tri-County Health Department administers extensive
regulations relating to safety and sanitation aspects of
operating the water parks public swimming areas (i.e.,
chlorinated water testing, pool personnel and bather controls). 
The Company's water facilities as well as its food concession
areas are subject to inspection by Tri-County Health Department
officials.  Such regulations are often complex, subject to
differing interpretations and expensive to comply with; however,
the Company is committed to operating a clean, safe park and thus
intends to fully comply with these requirements.

Competition and Marketing Plans

     In general, the Company will be in competition for
entertainment dollars in the Denver Metro Area.  There are
various broad forms of such entertainment, at various costs,
appealing to a broad mass of the some 2,200,000 people who live
in the area and tens of thousands of summer visitors.  These
include warm weather activities such as amusement parks, Lakeside
and Elitch's, water recreation areas such as Cherry Creek
Reservoir and Chatfield Recreation Area, many local swimming
pools, golf, tennis and similar activities.  However, the most
significant direct competition is  from Water World, a 60-acre 
water park located in the north part of the Denver Metro Area 
approximately 21 miles from the Company's park.

     Water World is owned and operated by Hyland Hills
Metropolitan Parks and Recreation District.  It typically
operates from Memorial Day Weekend through Labor Day Weekend, and
reported average attendance in the past five summers through 1997
of approximately 400,000, with 1997 attendance at approximately
420,000.  For the 1998 season it is charging $18.95 for children
ages 4 to 12 years, $19.95 for adults and admits free of charge
children under 4 years of age and senior citizens.  It also
offers family and individual season passes.  Residents of the
Hyland Hills Park and Recreation District and the cities of
Westminster and Federal Heights may obtain admission to Water
World at discounted prices, $9.00 for children and $10.00 for
adults.  Water World advertises through television, radio and
newspaper media in the Denver area and offers a variety of group
discount programs.  Thus the Company faces competition from a
larger water facility which has more attractions than those
offered by the Company.

     Notwithstanding the foregoing the Company believes it has
found a niche in this competitive arena.  It utilizes admission
charges of $12.95 for adults and $10.95 for children 3 years to
48 inches tall, which are less than those of Water World.  In
addition, it has various discount programs, including half day
rates of $6.00, group sales and season passes.  In addition the

                                  4
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Company operates a first rate park in terms of safety,
maintenance of rides, park cleanliness, friendliness and
competence of park staff.  The Company also offers quality food
and beverages at competitive prices.  Further, an assortment of
beach items such as swim wear, towels, suntan lotion, sunglasses,
hats, t-shirts and souvenirs are offered to patrons.  Management
believes that the foregoing in addition to convenience of
location to residents of the southern Denver Metro Area will 
attract additional patrons to the Company's water park.. however 
there is no assurance that patronage will be sufficient to permit
the company to permit profitable operations.  Poor operating results 
primarily are a result of lack of patronage which is tied to
weather conditions.

Attendance at the Company's  water park for fiscal 1998, 1997,
and 1996 was 94,712, 105,351 and 91,393, respectively.
Variations in attendance is generally attributable to weather
conditions.

Personnel

     At March 31, 1998, the Company had one part-time employee
and one full-time employee, the Company's in-house accountant and
the general manager, respectively.  The Company's President
serves in a part-time, as needed position.  Approximately one
hundred full and part-time seasonal personnel, depending upon
attendance, including maintenance personnel, lifeguards, guest
relations, groundskeepers, cash control and emergency medical
personnel, are employed.  The Company does not expect there to be
a shortage of the required labor force.  Seasonal personnel are
expected to come largely from the ranks of college and high
school students on summer break from school.  Employees are 
not covered by a collective bargaining agreement.

Liability Insurance

     The Company maintains a liability insurance policy with
coverage in the amount of $1,000,000 per incident to cover
possible claims for injury and damages from accidents.

Weather Patterns

     The Company's business is significantly affected by Denver
Area weather patterns since park attendance is expected to be
reduced when temperatures do not exceed 75 degrees, there is
rainfall, cloudy skies prevail, or there is low relative
humidity.  Other than offering discount tickets and other
promotions to enhance attendance and reducing personnel on rainy
or cloudy days, the Company can do little to offset the effect on
operations from such weather patterns.

ITEM 2.  PROPERTIES
-------------------
     The Company owns 16 acres of real estate at approximately
East Arapahoe Road and South Havana in the Southeast Denver metro
area.  The Company's water park, adjacent parking area and
administrative offices are located on this property.

                                  5
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ITEM 3.  LEGAL PROCEEDINGS
--------------------------
     Currently there are no material legal proceedings pending or
threatened against the Company or its assets other than a threat
of litigation by a holder of $100,000 in secured notes, however
this noteholder has indicated he will settle his claim on the same 
basis offered other noteholders.  Any action against the Company
on the secured notes would need to be initiated by a trustee under 
the indenture lien.  Further, there is a tax lien and a note holder
lien on the Company's principal asset which could result in 
proceedings involving title to the property.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
     No matters were submitted to a vote of shareholders during
the quarter ended March 31, 1998.

                             PART II

ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS
----------------------------------------------------------
     The Company's common stock has been included on the NASD's
Electronic Bulletin Board since December 1995.  The prices
included below have been obtained from sources believed to be
reliable.

                                          Low           High
         Quarters Ended                   Bid           Bid 
         --------------                   ---           ----
         June 30, 1996                    .25           .50
         September 30, 1996               .50           .50
         December 31, 1996                .50           .50
         March 31, 1997                   .50           .50
         June 30, 1997                    .37           .50
         September 30, 1997               .37           .50
         December 31, 1997                .25           .25
         March 31, 1998                   .12           .21

     Prices may not be an indication of actual transactions and
do not necessarily include mark-ups, mark-downs or interdealer
discounts.  The Company is informed that there has been very
little volume in trading of its common stock during the past
year.

     As of June 20, 1998, the Company had 193 shareholders of
record, and management estimates there are an additional
approximate 180 beneficial holders of Company shares.

Dividend Policy

     The Company has never paid dividends on its common stock,
and the Company's Board of Directors plans on distributing no
dividends in the foreseeable future.

                                  6
<PAGE>
ITEM 6.  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
 
                                  7
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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.

                                  8
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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 F-6), 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

                                  9
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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.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------
  Attached hereto are financial statements responsive to this
Item.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE
------------------------------------------------------
  None.

                             PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
---------------------------------------------------------
  Set forth below are all directors and executive officers of
the Company.  Officers serve at the pleasure of the Board of
Directors.

  Kenneth M. Dalton, age 50.  President of the Company since
October, 1993.  Director of the Company since March 16, 1992. 
President of Meridian Medical Corp., an Englewood, Colorado
distributor of medical products (1985-March 1994).  In March 1994
the assets of Meridian were sold to Lincare, Inc. of Clearwater,
Florida, which provides medical home health care and supplies.

  Rod K. Barksdale, age 49.  Vice President of the Company
since October, 1993.  Director of the Company since March 16,
1992.  Employed as an administrator for Public Service Company of
Colorado, Glenwood, Springs, Colorado (1977-Present).  Mr.
Barksdale receives no salary from the Company and provides
services on an as needed basis.

  Ren Berggren, age 49.  Secretary of the Company since
October, 1993.  Director of the Company since March 16, 1992. 
Employed as Vice President of Vancol Industries, Inc., Denver,
Colorado, a distributor of beverages (1988-Present).  Controller
of Worldwide Corporate Services, a Denver, Colorado company
engaged in support services for automobile dealerships (1985-
1988).  Mr. Berggren receives no salary from the Company and
provides services on an as needed basis.

Key Personnel

  Eric Nelson is the Company's principal accounting and
financial officer.  He has been employed by the Company since
1994 and previously was employed in as controller with Meridian
Medical Corp., Englewood, Colorado (1988-1994).  He is a graduate
of Colorado State University, with a degree in accounting.

                                  10
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   John Janness is the Company's general manager.  He worked on
the construction of the park in 1991 and was in charge of park
maintenance from 1992 to 1995, when he was promoted to general
manager.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------
  The following tabular information includes all plan and non-
plan compensation paid to the Company's president and to all
other executive officers whose total annual salary and bonus is
$100,000 or more.

                          Summary Compensation

                Annual Compensation            Long-Term Compensation         
               ---------------------       --------------------------------
                                              Awards               Payouts      
                                           --------------       ------------
                                  Other
Name                             Annual  Restricted                  All Other
and                              Compen-  Stock                  LTIP  Compen-
Principal         Salary  Bonus  sation   Award(s)  Options/   Payouts  sation
Position    Year   ($)     ($)    ($)       ($)     SARs(#)     ($)      ($)    
---------   ----  ------  -----  -----    --------  -------    -------  -----
Kenneth M.  1998  18,000   -0-    -0-        -0-                 -0-     -0-
Dalton      1997  18,000   -0-    -0-        -0-                 -0-     -0-
President   1996  15,000   -0-    -0-        -0-     177,777     -0-     -0-
(1)                                                  shares at
                                                     $2.25 per
                                                     share

                                                     61,250
                                                     shares at
                                                     $1.10 per
                                                     share
____________________

  (1)  Mr. Dalton became President of the Company in October, 1993.


  The Company's Board of Directors has no compensation committee.















                                  11
<PAGE>
                Stock Options Held by Executive Officers
                    and Value Thereof at June 1, 1998

                                                                 Value of
                                                                Unexercised
                                                   Number of   In-the-Money
                                                  Unexercised   Options at
                       Shares                       Options       6/1/98
                      Acquired         Value       6/1/98 All      All
Name               on Exercise (#)   Realized($)  Exercisable  Exercisable(1)  
-----------        ---------------   ----------   -----------  --------------
Kenneth M. Dalton,      -0-              -0-         279,027        -0-
President
_____________________

  (1)  Based on the average closing bid price of the Company's common stock 
at June 20, 1998 of $.21 as reflected on the NASD's Electronic Bulletin Board.


Director's Fees

  The Company has authorized director's fees of $100 per
meeting for each director who is not a salaried officer of the
Company, however no director's fees were paid during the year
ended March 31, 1998.

Incentive Stock Option Plan

  Effective January 7, 1991, the Company adopted an Incentive
Stock Option Plan (the "Plan").  The purpose of the Plan is to
secure and retain key employees of the Company.  The Plan
authorizes the granting of options to officers, directors and
employees of the Company to purchase 200,000 shares of the
Company's $.001 par value common stock subject to adjustment for
various forms of recapitalization that may occur.  No option may
be granted after January 7, 2001, and the fair value of an option
to each optionee cannot exceed $100,000 per year.  An employee
must have six months of continuous employment with the Company
before he or she may exercise an option granted under the Plan. 
The option exercise price may not be less than 100% of the fair
market value of the shares at the time of the granting of such
options except in the case of an option granted to a stockholder
who owns 10% or more of the Company's shares at the time of the
grant in which case the option price must be at least 110% of the
fair market value of the shares at the time of the grant of such
option, and options must be exercised within five years after the
date of grant.  Options granted under the Plan are non-assignable
and terminate three months after employment by the optionee
ceases, except in the case of employment termination due to
disability of the optionee, in which event the option expires
twelve months from the date employment ceases.  The Plan is to be

                                 12
<PAGE>

administered by a committee selected by the Company's Board of
Directors.

  It may be expected that any option granted will be exercised
only if it is advantageous to the option holder.  It may also be
expected that if any option granted is exercised, and the book
value is below the exercise price, the book value of the
Company's stock held by the Company's then shareholders will be
minimally increased; however, the voting power of the then
shareholders will be decreased.  If the book value of the stock
is above the exercise price, then exercise of the option will
dilute the book value to other shareholders.  One option for
61,250 shares exercisable at $1.10 per share has been granted
under the Company's Incentive Stock Option Plan to the Company's
President.

  The Company has no other bonus, profit sharing, pension,
retirement, stock option, stock purchase, deferred compensation
or other incentive plans nor present plans with respect to these
matters; however, it is possible that the Board of Directors will
adopt such plans in the future.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT
---------------------------------------------------------
  Beneficial ownership of any person or persons means direct
or indirect voting or investment power and does not include
shares which may be acquired pursuant to warrants, stock options
or similar rights.  (See "Stock Options" below).  The following
table sets forth the name and business address of each officer
and director and each person whose ownership of the Company's
common stock exceeds 5% based on 2,610,475 shares outstanding at
June 20, 1998:

   Name of              Amount and Nature of             Percentage
Beneficial Owner        Beneficial Ownership              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 E. 68th Ave.
Denver, CO 80229







                                  13
<PAGE>
  Name of                    Amount and Nature of          Percentage
Beneficial Owner             Beneficial Ownership           of Class 
----------------             --------------------          -----------
James F. Silliman, M.D.            192,142                     7.4%
7408 Greenbriar
Dallas, TX 75225

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

Officers and Directors             927,592(4)                 31.1%
 as a Group (5 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.



Stock Options

  The control reflected in the foregoing table may be subject
to further changes by reason of exercise of certain stock
options.  Mr. Dalton holds a $400,000 convertible note of the
Company whereby he can convert the note balance to up to 177,777
shares of common stock at $2.25 per share.  Mr. Dalton also holds
an option to purchase 61,250 shares at $1.10 per share through
December 25, 1999.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
  In April, 1994, the Company issued a $400,000 convertible
promissory note to Mr. Dalton pursuant to an arrangement whereby
Mr. Dalton personally obtain a $400,000 bank line of credit, the
proceeds of which were made available to the Company.  The 
Company pays the interest on the bank line of credit which is the 
bank's prime rate.  The bank line of credit is secured by assets owned
by the president. The note is convertible into up to 177,777 shares of 
common stock of the Company at $2.25 per share.  At March 31, 
1998, the balance on the note was $136,590.

                                  14
<PAGE>
                                PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
          REPORTS ON FORM 8-K
-------------------------------------------------------
(a)   (1)   Financial Statements:

            Report of Independent Accountants:

              Balance Sheets at March 31, 1998 and 1997

              Statements of Operations for Years Ended March 31,
              1998, 1997 and 1996

              Statements of Shareholders' Equity

              Statements of Cash Flows for Years Ended March 31,
              1998, 1997 and 1996

              Notes to Financial Statements 

(b)    Exhibits:

  3.1     Articles of Incorporation(1)

  3.2     Bylaws(1)

  10.3    Incentive Stock Option Plan(1)

  10.11   Warranty Deed and Deed of Trust - Park Site(2)

  10.12   Indenture of Trust and 10% Secured Promissory
          Note(3)

  10.25   Promissory Note - Vancol Industries, Inc.(4)

  10.26   Convertible Promissory Note for $400,000 - Kenneth
          M. Dalton(5)

  10.28   Convertible Promissory Note for $104,500 - Kenneth
          M. Dalton(6)

  10.29   Stock Option for 61,250 shares - Kenneth M.
          Dalton(6)

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

  27.1    Financial Data Schedule
______________________


                                 15
<PAGE>

(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 the year ended
       March 31, 1992 filed June 29, 1992, SEC File No. 0-19949

(3)    Incorporated by reference to Form 10-K for year ended March
       31, 1993 filed July 16, 1993, File No. 0-19949

(4)    Incorporated by reference to Form S-1, SEC File No. 33-
       73774, filed February 9, 1994

(5)    Incorporated by reference to Form 8-K, SEC File No. 0-19949,
       filed May 6, 1994

(6)    Incorporated by reference to form 8-K, SEC File No. 0-19949,
       filed December 30, 1994


(c)    Reports on Form 8-K:

       Reports on Form 8-K were filed during the quarter ended
       March 31, 1998 and subsequent thereto relating to a contract
       for the purchase of the Company's water park by Hyland Hills
       Park & Recreation District and the subsequent termination of
       the contract.


















                                  16
<PAGE>
                            SIGNATURES

  Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.

(Registrant)                     THE SOUTHSHORE CORPORATION


(Date)                           August 19, 1998
BY(Signature)                    /s/ Kenneth M. Dalton
(Name and Title)                 Kenneth M. Dalton, President
                                 and Principal Executive Officer



(Date)                           August 19, 1998
BY(Signature)                    /s/ Eric L. Nelson
(Name and Title)                 Eric L. Nelson, Principal
                                 Accounting Officer and
                                 Financial Officer


  Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.



(Date)                           August 19, 1998 
BY(Signature)                    /s/ Kenneth M. Dalton
(Name and Title)                 Kenneth M. Dalton, Director



                    
(Name and Title)                 Rod K. Barksdale, Director



(Date)                           August 24, 1998
BY(Signature)                    /s/  Ren Berggren
(Name and Title)                 Ren Berggren, Director











                                  17
<PAGE>

                  INDEX TO FINANCIAL STATEMENTS
                    THE SOUTHSHORE CORPORATION

                       FINANCIAL STATEMENTS

                               with

        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


                     March 31, 1998 and 1997


                                                           Page
                                                           ----
Report of Independent Certified Public Accountants         F-2

Financial Statements:

  Balance Sheets                                           F-3

  Statements of Operations                                 F-4

  Statement of Changes in Stockholders'
         Equity (Deficit)                                  F-5

  Statements of Cash Flows                                 F-6

  Notes to Financial Statements                            F-7     
  












                                  1
<PAGE>
           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



                                  F-2
<PAGE>
                       THE SOUTHSHORE CORPORATION
                                    
                             BALANCE SHEETS
<TABLE>
<CAPTION>
                                                           March 31,        
                                                 1998                   1997    
                                                 ---------------------------
<S>                                          <C>                 <C>
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 
                                              ==========          ==========

</TABLE>
The accompanying notes are an integral part of the financial statements.


                                   F-3
<PAGE>
                        THE SOUTHSHORE CORPORATION

                         STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                    Years Ended March 31,    
                                            1998          1997          1996   
                                         ---------     ---------    ---------
<S>                                     <C>           <C>          <C>
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 
                                         =========     =========    =========
</TABLE>
The accompanying notes are an integral part of the financial statements.



                          THE SOUTHSHORE CORPORATION

            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                  From March 31, 1995 through March 31, 1998
<TABLE>
<CAPTION>
                                             Additional 
                     Number of    Common    Paid-in      Deficit
                       Shares     Stock     Capital    Accumulated    Total
                    ----------   -------    --------   -----------   -------
<S>                <C>           <C>      <C>         <C>           <C>
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)
                    =========     ======   ==========  ============ ==========
</TABLE>

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
















                                   F-5
<PAGE>
                          THE SOUTHSHORE CORPORATION

                           STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                 Years Ended March 31,        
                                            1998          1997         1996
                                            ----          ----         ----
<S>                                    <C>           <C>          <C>
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
                                           =======      ========     ========
</TABLE>
 
The accompanying notes are an integral part of the financial statements.



                                  F-6
<PAGE>
                    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.

                                 F-7
<PAGE>

                    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.
     
 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
                                                ===========    ============
                                  F-8
<PAGE>
                    THE SOUTHSHORE CORPORATION
                                 
            NOTES TO FINANCIAL STATEMENTS (Continued)

 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 

    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 
                                               ===========    ===========


                                  F-9
<PAGE>
                    THE SOUTHSHORE CORPORATION
                                 
            NOTES TO FINANCIAL STATEMENTS (Continued)

 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. 

          ** 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 purchase 177,777 shares.  See Note 3
          above.


                                   F-10
<PAGE>
                    THE SOUTHSHORE CORPORATION
                                 
            NOTES TO FINANCIAL STATEMENTS (Continued)

 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.

 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.
















                                  F-11
<PAGE>
                    THE SOUTHSHORE CORPORATION
                                 
            NOTES TO FINANCIAL STATEMENTS (Continued)

 5.       INCOME TAXES, CONTINUED
          -----------------------
          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.

 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.



                                  F-12
<PAGE>

                    THE SOUTHSHORE CORPORATION
                                 
            NOTES TO FINANCIAL STATEMENTS (Continued)

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.




















                                  F-13