UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB





[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2001
                                  -----------------

[ ] 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: 000-49627

                           Riverside RV Rentals, Inc.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                              45-0460096
------                                                              ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

404 Beretta Street, Mandan, North Dakota                                 58554
------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)
                                 (701) 391-2267
              (Registrant's Telephone Number, Including Area Code)



Securities registered under Section 12(b) of the Act:


 Title of each class registered:     Name of each exchange on which registered:
 -------------------------------     ------------------------------------------

               None                                     None
               ---                                      ----

Securities registered under Section 12(g) of the Act:

                  Common Stock, Par Value $.001
                  -----------------------------
                         (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. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]


State issuer's revenues for its most recent fiscal year. $54,944.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 26, 2002, approximately $0.

As of March 26, 2002, there were 5,343,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                    [ ]  Yes      [X]  No



                                       1
<PAGE>



                                     PART I

Item 1. Description of Business.
--------------------------------

Our Background. We were formed as Riverside RV Rental in April 1997 as a sole
proprietorship. Riverside RV Rental began operating in Mandan, North Dakota
after being acquired by Richard and Patricia Frohlich in 1998. Richard and
Patricia Frohlich began running Riverside RV Rental in January of 1998. They
started off with 2 camper and recreational vehicles (RV). After realizing some
success, Riverside RV Rental purchased an additional RV. Riverside RV Rental
experienced relatively brisk business through the months of May through December
1998. Most of the advertising was done by word of mouth. In other words, our
customers, and friends and family members spread the word about our services. A
portion of our business was generated by referrals from local RV dealers.
Following our first year of operation, we purchased a fourth RV. We also
upgraded one of our existing RV's. During the calendar year 2000, we began to
advertise in local newspapers and on the local radio stations. During the 2000
season, we enjoyed brisk business from around May to February. In 2000, one of
our RV's was leased for the entire month of June and the entire month of
February. Beginning in 2001, we decided to purchase another RV as we felt our
customer base was expanding. In the beginning of 2001, a local RV rental
facility went out of business. Customers were referred to us from this failed
enterprise. During the year 2001, we had RV's leased each month.

On March 1, 2001, we incorporated in Nevada as Riverside RV Rentals, Inc. On
March 5, 2001, we acquired all of the assets of Riverside RV, the sole
proprietorship owned by Richard and Patricia Frohlich.

Our Business. We are a provider of high quality, reliable RV units to consumers
who seek the experience and benefits of a recreational vehicle vacation without
the burdens of owning a recreational vehicle. We specialize in motor home and
camper rentals for all occasions based on daily, weekly or monthly rental
periods. We also maintain or have access to fully-equipped service facilities to
support maintenance and repair activities for our rental fleet. We are currently
seeking to expand our operations and the geographic area of the markets that we
serve.

We believe that there are numerous financial disadvantages to RV ownership.
Economic and non-economic factors such as high capital outlay, maintenance,
depreciation, storage expenses and buyer's remorse have created the RV rental
market as an alternative to RV ownership. New RV units are expensive to purchase
and storage can be costly and difficult to locate. Furthermore, new RV's
depreciate as much as 20% during the first year of ownership and service and
maintenance expenses are frequently difficult and costly to procure. In addition
to these factors, many purchasers subsequently realize that their RV purchase
does not fit their needs.

RVs are an economical alternative to traditional automobile travel, which
generates expenses relating to dining and lodging. We believe that RVs combine
transportation, lodging, and cooking facilities while reducing travel expenses
without compromising family fun or comfort. We also believe that RVs are a
fuel-efficient means of leisure travel because technological advances, including
increased aerodynamic designs, lighter weight construction and fuel-efficient
engines, have substantially reduced the amount of RV fuel consumption.

Our Recreational Vehicles. Our rental inventory of six RVs range in size from 18
to 31 feet and currently include motor homes, campers and fold down tent trailer
units. Our RVs do not require any special driver's license requirements and we
believe that our vehicles are as easy to drive as a large car. All of our
vehicles are equipped with automatic transmission, power steering and power
brakes and most vehicles have cruise control. Our motor homes and truck campers
are fully self-contained and equipped with kitchen and bath facilities, heating
and air conditioning as well as comfortable sleeping arrangements. For example,
each of our motor homes sleeps six and includes a bedroom equipped with a
queen-size bed, a fold out couch and a fold down table. Our 28 foot Sunseeker
also has a bunk overhead the cab and will sleep up to eight. Our fold down tent
camper sleeps up to seven and includes one king sized bed, one queen sized bed,
a fold down table, as well as a refrigerator and a portable toilet. All of the
motor homes have electric generators, refrigerators, microwave ovens,
televisions, and videocassette recorders.


                                       2
<PAGE>


Financing for rental fleeting is available through local banks, or alternative
lending sources such as The Associates, Nations Credit, or Bombardier. In
addition, Fleetwood, Coachmen, Safari, Gulfstream and other manufacturers
understand the growing popularity of the RV rental market and offer attractive
rental programs to support dealers' rental efforts. These programs have been put
together to help dealers get in and, most importantly, get out of (sell off) the
used units at the end of a season or two and typically offer special products,
attractive financing and pricing, plus year-end exit strategies. We believe that
these programs make it possible for us to provide newer and cleaner rental
inventory, thereby increasing the quality of our products and services, and
leading to increased profitability.

Advertising and Marketing. We use and intend to continue to use television and
radio spots, newspaper ads, and word-of-mouth advertising. Referrals, through
retail RV dealerships, travel agencies and word-of-mouth advertising are
currently our must productive forms of advertising. Rental services are marketed
directly to the consumer and through tour operators and travel agents. We also
intend to become a participating sponsor in various fund raising and sporting
events. Furthermore, we intend to launch a corporate website in 2002 to generate
corporate recognition and interest in our rental services. We anticipate that
our proposed website will include product and pricing information, an online
reservation system and links to travel specialty websites.

We intend to supplement our advertising program with on-lot promotions and
off-lot consumer shows, organized by trade groups and private companies,
primarily during the peak-renting season. Our marketing and promotion efforts
are year-round and during the fall and winter we will focus our efforts to
encourage "snowbirds" and seniors to rent and escape the excessively cold
climate in North Dakota. In addition, we propose to offer special motorhome
vacations and discounted rates designed to stimulate business in the off-season.
The program will include a special package that is based on long-term use and
will provide benefits not included in other packages. We intend to participate
annually in various consumer RV shows and propose the adoption of an aggressive
marketing campaign designed specifically to encourage RV rentals for those few
months.

Pricing. Rental fees range from $65 per day to $150 per day, during peak rental
seasons, and include a mileage assessment of $0.20 per mile on all RV units,
excluding our fold down units. We encourage weekly rental contracts on our
motorhomes and campers by providing special rental packages. Incentives such as
a free seventh day of rental free or reduced mileage and daily rental rates are
established for customers who rent for periods exceeding three days. In
addition, we propose to develop comprehensive tour and service packages that
include airline and railway connections for fly-drive and rail-drive plans,
off-season rates, vacation planning assistance, personal guided tours and
campground discounts. By bundling our services, we hope to increase the value of
our services by making RV leisure travel more cost-effective and convenient for
the renters.

Our rental terms prohibit smoking or pets and require that a $250 deposit be
made at the time of reservation. The deposit is intended to cover damages
including, but are not limited to, interior or exterior damages, loss of
equipment, refueling of gasoline and propane tanks, use of the generator over
and above the contracted hours, holding tank dump charge, or interior or
exterior cleaning charges. A cancellation fee of $100 is automatically deducted
from the deposit upon cancellation, and the entire deposit amount is forfeited
if the cancellation is exacted within seven days prior to the proposed rental
date. The entire amount of the deposit is also forfeited if the RV is not
returned by 11 a.m. on the scheduled date of return. All drivers must be at
least 25 years of age or older and no special licenses are required to drive the
RV other than a valid driver's license and insurance.

Business and Expansion Strategy. Our primary goal is to become the leading
provider of recreation vehicle rentals in the United States with the capability
of serving customers through a nationwide network of rental facilities. Our
strategies to increase revenue, reduce costs and achieve our goals include a
gradual expansion of our service facilities, fleet and staffing.

In order for us to grow enough to realize year-around profitability, we must
expand into markets with warmer climates which are more conducive to the RV
rental business. To overcome this obstacle we are proposing to expand our
operations by establishing a rental facility in Portland, Oregon and in Golden,
Colorado by the fourth quarter of 2002. These locations have been selected for
their warm climates and large surrounding population base. We believe that by
diversifying our market territory we will be able to stabilize our revenue
stream and sustain the year-round operations of all our locations.


                                       3
<PAGE>


No specific expansion activities have taken place. However, we have internally
discussed our expansion plans. As part of our future expansion plans, we hope to
raise enough money to purchase additional RV's, hire sufficient staff to
maintain any additional vehicles and expand our marketing capabilities. We are
also conducting preliminary studies on additional service areas. We also plan to
attend the Lewis and Clark Trail Centennial in North Dakota to promote the
company. We also plan to work with the North Dakota State Tourism, the North
Dakota Chamber of Commerce and the North Dakota Historical Society to promote
our services. However, we will not be able to expand unless we raise additional
working capital to expand. If we do not realize additional revenue, we will
likely need to raise additional funds through the sale of our common stock.
There is no guarantee that we will be able find investors willing to purchase
our stock. Moreover, there is no guaranty that we will be able to arrange for
other alternative sources of financing. Our inability to generate working
capital will harm our ability to expand our operations.

Growth strategy. We intend to increase our revenue and our share of the RV
rental market by pursuing various opportunities available to us, including the
ability to:

o            provide customers with access to timely, reliable repair and
             maintenance services;
o            enter into new geographical markets by establishing additional
             rental locations in strategic areas of the nation;
o            increase our presence in geographic markets we currently serve;
o            increase our access to popular, high-quality product lines and
             models;
o            expand our repair and maintenance services capacity;
o            offer customers access to a broader inventory selection of rental
             vehicles by increasing the size and number of our rental
             fleet; using our increased purchasing power to reduce financing and
             insurance costs and to strengthen our relationships with RV
             manufacturers;
o            centralizing certain administrative functions (such as purchasing,
             accounting, financing, insurance, employee benefits and legal
             support) which will provide local management with more time to
             focus on sales and operations;
o            establish inventory management practices that will reduce costs and
             increase revenue, such as shifting inventory to locations in
             regions of the country experiencing their peak renting seasons from
             those experiencing off-season reductions in rentals;
o            create name recognition for "Riverside RV Rentals" using national
             and regional marketing campaigns including focused media and print
             advertising, prominent displays at trade shows, telemarketing
             programs, newsletters and an Internet web site;
o            standardizing our computer and information systems which will
             improve inventory management, purchasing and financial reporting
             and provide customer tracking and real-time rental information.
o            develop customer loyalty through supporting local, regional and
             national camping events and establishing our own newsletter, with
             incentives for members; and
o            adopt innovative sales and customer service training procedures and
             programs, designed to increase customer satisfaction and result in
             a higher sales of rental contracts.

Competition. We currently have no competition in Mandan, North Dakota, and
therefore enjoy referrals from local area RV dealers. Accordingly, the lack of
competition gives us a large market share of the RV rental market in the Mandan
and Bismarck area of North Dakota. The local Mandan, North Dakota market however
is limited because the cold climate shortens the RV peak rental season which
typically begins May 15 and ends September 15. Accordingly, it is difficult to
generate revenues sufficient to sustain operations for the entire year. There
are significant competitive factors in the RV rental industry including, but not
limited to, vehicle availability, price, service, reliability, and quality of
service and convenience. We believe that we are competitive in all of these
categories. The RV rental industry is sensitive to geographic location of their
clients. We anticipate that as we expand our operations in other geographic
areas, we will compete against businesses which are more visible and well known
than we are. We also compete with other leisure and vacation activities in the
Mandan area.


                                       4
<PAGE>


Insurance. We have obtained insurance coverage for our rental location in
Mandan, North Dakota. Our insurance has been obtained by us annually on a
competitive bid basis, at what we believe to be reasonable premium rates. The
applicable premium rates have been increasing slightly, however, but we do not
believe that such increases will have a material adverse effect on our business
in the foreseeable future.

Government Regulation. Our rental and service facilities are subject to federal,
state and local laws and regulations concerning environmental matters. These
laws and regulations affect the storing, dispensing and discharge of petroleum
based products and other waste, and affect our ability to secure permits for
full service rental operations and in the ongoing conduct of such operations.
The securing of permits and compliance with all laws and regulations can be
costly, and could affect our earnings. Further, our current facility and each of
our proposed rental facilities must comply with the requirements of local
governmental bodies concerning zoning, land use, and environmental factors.
State and local laws and regulations also require each dealership to obtain
licenses to operate as a dealer in recreational vehicles. We have obtained all
necessary licenses and permits and believe that we are in full compliance with
all federal, state and local laws and regulations. Furthermore, we are not aware
of any material capital expenditures necessary for compliance with any federal,
state or local laws and regulations.

Employees. As of March 26, 2002, we have two full time employees and three part
time employees. We believe that we have a positive relationship with our
employees and we are not a party to any collective bargaining agreements. We
anticipate entering into employment contracts with Richard Frohlich and Patricia
Frohlich.

Facilities. Our headquarters are located at 404 Beretta Street, Mandan, North
Dakota 58554. We believe that our facilities are adequate for our needs and that
additional suitable space will be available on acceptable terms as required. We
do not own any real estate.

Item 2.  Description of Property.
---------------------------------

Property held by Us. As of the date specified in the following table, we held
the following property:

============================================= ======================
                  Property                      December 31, 2001
--------------------------------------------- ----------------------
Cash                                                         $1,318
--------------------------------------------- ----------------------
Property and Equipment, net                                $106,119
============================================= ======================

The components of property and equipment consist of the following at December
31, 2001:

============================================= =======================
Office Equipment                                              $2,712
--------------------------------------------- -----------------------
Recreational Vehicles                                       $190,007
--------------------------------------------- -----------------------
Less: Accumulated Depreciation (1)                         $(86,600)
--------------------------------------------- -----------------------
Intangibles and Other Assets                                 $36,000
--------------------------------------------- -----------------------
Total Assets                                                $143,437
============================================= =======================

(1)Depreciation is recorded based on the useful life of the fixed assets. The
useful life of the equipment is seven years. The useful life of the vehicles is
five years.

Our Facilities. Our executive, administrative and operating offices are located
at 404 Beretta Street, Mandan, North Dakota 58554. We do not presently own any
interests in real estate.

Item 3.  Legal Proceedings.
---------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time, except for the following:


                                       5
<PAGE>


In July 2001, we were contacted by the State of North Dakota Securities
Commissioner regarding the sale of our securities in North Dakota. The North
Dakota Securities Commissioner requested certain information, including, but not
limited to, information on all persons who purchased our shares in the State of
North Dakota and the dates of those purchases. In August 2001, we provided
responses to the State of North Dakota's inquiries. The North Dakota Securities
Commissioner believes that we failed to timely notify the North Dakota
Securities Commissioner of securities sales pursuant to Rule 506 of Regulation
D. In September 2001, we signed a consent order and paid a fine of $2,000.

The total number of shares that were sold in North Dakota and are subject to the
decree is 59,000 shares of our common stock. The aggregate amount of the
securities sold was $29,500. The number of investors in North Dakota that were
affected by the decree is twenty seven.

Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

Not applicable.

                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

Our securities are not listed for trading on any exchange or quotation service.
However, as a reporting company, we are required to comply with the timely
disclosure policies of the Securities and Exchange Commission. Such requirements
include the timely disclosure of a material change or fact with respect to our
affairs and the making of required quarterly and annual filings.

In February 2002, our registration statement on Form SB-2 to register 1,343,000
shares of common stock held by our shareholders was declared effective by the
SEC. The approximate number of holders of record of shares of our common stock
is thirty eight. There are no outstanding options or warrants to purchase, or
securities convertible into, shares of our common stock.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:


                                       6
<PAGE>


o            a description of the nature and level of risk in the market for
             penny stocks in both public offerings and secondary trading;
o            a description of the broker's or dealer's duties to the customer
             and of the rights and remedies available to the customer with
             respect to violation to such duties or other requirements of
             securities' laws;
o            a brief, clear, narrative description of a dealer market, including
             "bid" and "ask" prices for penny stocks and the significance of the
             spread between the "bid" and "ask" price;
o            a toll-free telephone number for inquiries on disciplinary actions;
o            definitions of significant terms in the disclosure document or in
             the conduct of trading in penny stocks; and
o            such other information and is in such form (including language,
             type, size and format), as the Securities and Exchange Commission
             shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

o            the bid and offer quotations for the penny stock;
o            the compensation of the broker-dealer and its salesperson in the
             transaction;
o            the number of shares to which such bid and ask prices apply, or
             other comparable information relating to the depth and liquidity of
             the market for such stock; and
o            monthly account statements showing the market value of each penny
             stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Item 6. Management's Discussion and Analysis of Financial Condition or Plan of
Operation.
------------------------------------------------------------------------------

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

Liquidity and Capital Resources. We had cash of $1,318 as of December 31, 2001.
Our total current assets were $1,318 as of December 31, 2001. We believe that
our available cash is sufficient to pay our day-to-day expenditures. As of
December 31, 2001, our total assets were $143,437 of which our recreational
vehicles represent $190,007 and our office equipment represents $2,712. As of
December 31, 2001 our accumulated depreciation on property and equipment was
$86,600.


                                       7
<PAGE>


Our total current liabilities were $11,425 as of December 31, 2001, of which
$2,500 is represented by accounts payable and accrued expenses, and $8,925 is
represented by the current portion of our long-term debt. Our long-term debt
represented $160,475 of our total liabilities. The long-term debts are for a
note payable used to purchase the recreational vehicles that we rent to
customers. At December 31, 2001, we also had $30,950 in contingent liabilities
in 6% redeemable stock, as a result of the rescission rights held by North
Dakota shareholders who purchased our stock for $29,500. Interest accrued on
that amount was approximately $1,400 through December 31, 2001. We do not expect
those shareholders to exercise their rescission rights. However, there is no
guarantee that these shareholders will not exercise their rescission rights. In
paying for any rescission, we may be forced to divert funds from other business
activities, such as, expansion activities or marketing plans. Any such diversion
of funds will harm our ability to expand and earn revenue. If we receive
requests for rescission at a time that we do not have sufficient funds to
satisfy such requests, we may be forced to significantly curtail or completely
discontinue our business activities. If we are forced to discontinue our
operations, our shareholders will likely lose their entire investment in us. As
of December 31, 2001, we had cash resources of $1,318. At that date, we did not
have sufficient funds to satisfy a significant number of requests for
rescission. In the event the requests for rescission exceed our cash resources,
we may be forced to significantly curtail or discontinue our operations.

Results of Operations.

Revenues. For the year ended December 31, 2001 we had realized revenues of
$54,944 from rental services compared to $38,711 for the corresponding period in
2000. We believe that our revenues will remain consistent due to our consistent
customer base. Therefore, unless we expand our operations, we believe that our
revenues will continue at their current levels.

Operating Expenses. For the year ended December 31, 2001, our total operating
expenses were $110,330 compared to total operating expenses of $59,822 for the
corresponding period in 2000. Those operating expenses were represented by the
following: $1,010 in advertising, compared to $850 for the corresponding period
in 2000; no expenditures for automobile expenses in 2001, compared to $2,796 for
that expense during the corresponding period in 2000; $34,780 for consulting
services, which we did not incur during the corresponding period in 2000;
$34,150 in depreciation expenses, compared to $32,992 for the corresponding
period in 2000; $6,071 for insurance, compared to $4,481 in 2000; $2,004 in
occupancy, compared to $815 for 2000; $5,788 for office supplies and expenses
compared to $5,749 in 2000; $3,718 for professional fees compared to $1,340 for
2000;$19,935 for repairs and maintenance, compared to $8,174 for 2000;$486 for
taxes and licenses, compared to $476 in 2000; $2,388 for telephone and
utilities, compared to $2,149 in 2000. For the year ended December 31, 2001, our
total operating expenses were $110,330 compared to $59,822 for the corresponding
period in 2000. We also had $25 in interest income for the year ended December
31, 2001 compared to $100 for the corresponding period in 2000, and $13,336 in
interest expenses for the year ended December 31, 2001, compared to $13,310 for
the corresponding period in 2000. For the year ended December 31, 2001, we
experienced a net loss of $68,697 compared to a net loss of $34,321 for the
corresponding period in 2000. The increase in net loss was primarily due to
increased expenses, including increased expenses for consulting services,
insurance, occupancy, professional fees, and repairs and maintenance.

Our Plan of Operation for the Next Twelve Months. Our primary goal is to become
the leading provider of recreation vehicle rentals in the United States with the
capability of serving customers through a nationwide network of rental
facilities. Our strategies to increase revenue, reduce costs and achieve our
goal primarily include a gradual expansion of our service facilities, fleet and
staffing.

In order for us to grow enough to reach year-round profitability, we must expand
into markets with warmer climates that are more conducive to the RV rental
business. To overcome this obstacle we are proposing to expand our operations by
establishing a rental facility in Portland, Oregon and in Golden, Colorado.
These locations have been selected for their warm climates and large surrounding
population base. We believe that by diversifying our market territory we will be
able to stabilize our revenue stream and sustain the year-round operations of
all our locations.

We anticipate that we may need to raise additional capital to expand our
operations. Such additional capital may be raised through public or private
financing as well as borrowings and other sources. We cannot guaranty that
additional funding will be available on favorable terms, if at all. If adequate
funds are not available, then our ability to expand our operations will be
adversely affected.


                                       8
<PAGE>


We are not currently conducting any research and development activities, and do
not anticipate conducting such activities in the near future. In the event that
we expand our customer base and serve additional geographic areas, then we may
need to hire additional employees or independent contractors as well as purchase
or lease additional equipment and vehicles which can transport the equipment.



Item 7.  Financial Statements
-----------------------------




                           RIVERSIDE RV RENTALS, INC.


                         REPORT AND FINANCIAL STATEMENTS

                                DECEMBER 31, 2001





                                       9
<PAGE>





                           RIVERSIDE RV RENTALS, INC.


                                    CONTENTS





                                                                           PAGE
                                                                           ----

Independent Auditor's Report                                                11

Financial Statements

     Balance Sheets                                                         12

     Statements of Operations                                               13

     Statements of Changes in Stockholders' Deficit                         14

     Statements of Cash Flows                                               15

     Notes to Financial Statements                                        16-20






                                       10
<PAGE>





                          Independent Auditor's Report



To the Stockholders of
Riverside RV Rentals, Inc.


         I have audited the accompanying balance sheet of Riverside RV Rentals,
Inc. as of December 31, 2001 and the related statements of operations, changes
in stockholders' deficit, and cash flows for each of the two years in the period
ended December 31, 2001. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audits.

         I conducted my audits in accordance with generally accepted auditing
standards in the United States. Those standards require that I 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. I believe that my audits provide a reasonable basis for
my opinion.

         In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Riverside RV
Rentals, Inc. as of December 31, 2001, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 2001 in
conformity with generally accepted accounting principles in the United States.



                                         /s/ Quintanilla

                                         A Professional Accountancy Corporation
                                         Irvine, California


                                         February 15, 2002




                                       11
<PAGE>





                           RIVERSIDE RV RENTALS, INC.


                                  BALANCE SHEET

                                DECEMBER 31, 2001



                                     ASSETS
                                     ------
Current assets
   Cash                                                         $         1,318
   Accounts receivable, net                                                 ---
                                                                  -------------
     Total current assets                                                 1,318

Property and equipment
   Recreational vehicles                                                190,007
   Office equipment                                                       2,712
   Less:  accumulated depreciation                                      (86,600)
                                                                  --------------
        Property and equipment, net                                     106,119

Intangibles and other assets                                             36,000
                                                                  -------------
     Total assets                                               $       143,437
                                                                  =============
                      LIABILITIES AND STOCKHOLDER'S DEFICIT
                      -------------------------------------

Current liabilities
   Accounts payable and accrued expenses                        $         2,500
   Current portion of long-term debt                                      8,925
                                                                  -------------
     Total current liabilities                                           11,425

Contingencies

Long-term debt                                                          160,475

6% Redeemable stock, at fair value                                       30,950

Stockholders' Deficit
    Common stock, $.001 par value;
       Authorized shares-- 25,000,000
       Issued and outstanding shares-- 5,343,000                          5,284
    Additional paid-in capital                                            4,000
    Accumulated deficit                                                 (68,697)
                                                                  -------------
    Total stockholders' deficit                                         (59,413)
                                                                  -------------
       Total liabilities and stockholders' deficit              $       143,437
                                                                  =============



                 See accompanying notes to financial statements.

                                       12
<PAGE>



                           RIVERSIDE RV RENTALS, INC.


                            STATEMENTS OF OPERATIONS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                           2001                2000
                                                                           -----               ----
      <S>                                                                    <C>                <C>
Rental income, net                                                  $       54,944      $       38,711

Operating expenses
   Advertising                                                               1,010                 850
   Automobile expense                                                          ---               2,796
   Consulting services                                                      34,780                 ---
   Depreciation                                                             34,150              32,992
   Insurance                                                                 6,071               4,481
   Occupancy                                                                 2,004                 815
   Office supplies and expense                                               5,788               5,749
   Professional fees                                                         3,718               1,340
   Repairs and maintenance                                                  19,935               8,174
   Taxes and licenses                                                          486                 476
   Telephone and utilities                                                   2,388               2,149
                                                                     -------------       -------------
       Total operating expenses                                            110,330              59,822
                                                                     -------------       -------------
Loss from operations                                                       (55,386)            (21,111)

Other income (expense)
   Interest income                                                              25                 100
   Interest expense                                                        (13,336)            (13,310)
                                                                     -------------       -------------
       Total other income (expense)                                        (13,311)            (13,210)
                                                                     -------------       -------------
Loss before provision for income taxes                                     (68,697)            (34,321)

Provision for income tax expense (benefit)                                     ---                 ---
                                                                     -------------       -------------
Net loss/comprehensive loss                                         $      (68,697)     $      (34,321)
                                                                     =============       =============
Pro forma net loss per common share-- basic and diluted             $        (0.01)     $        (0.01)
                                                                     =============       =============
Pro forma weighted average of common shares-- basic and diluted          5,332,000           5,280,000
                                                                     =============       =============
</TABLE>





                 See accompanying notes to financial statements.

                                       13
<PAGE>



                           RIVERSIDE RV RENTALS, INC.


                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                        Common Stock              Additional
                                 ---------------------------        Paid-In       Accumulated
                                    Shares          Amount          Capital         Deficit           Total
                                 ------------    -----------      ----------      ----------       ----------
          <S>                        <C>               <C>             <C>            <C>              <C>
Balance, December 31, 2000                ---    $       ---     $       ---     $       ---      $       ---

Issuance of common stock,
  March 1, 2001                     3,000,000          3,000             ---             ---            3,000

Issuance of common stock,
  March 5, 2001                     2,280,000          2,280             ---             ---            2,280

Issuance of common stock,
  April 9, 2001                        63,000             63          31,437             ---           31,500

Redeemable common stock                   ---            (59)        (29,441)            ---          (29,500)

Cost of occupancy
  contributed by officer                  ---            ---           2,004             ---            2,004

Net loss/comprehensive loss               ---                            ---         (68,697)         (68,697)
                                  -----------    -----------      ----------      ----------       ----------

Balance, December 31, 2001          5,343,000    $     5,284     $     4,000     $   (68,697)     $   (59,413)
                                  ===========     ==========      ==========      ==========       ==========
</TABLE>






                 See accompanying notes to financial statements.

                                       14
<PAGE>



                           RIVERSIDE RV RENTALS, INC.


                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                                                 2001               2000
                                                                           --------------     --------------
          <S>                                                                     <C>                <C>
Cash flows from operating activities
   Net loss                                                                $      (68,697)    $      (34,321)
   Adjustments to reconcile net loss to net cash used in
    operating activities:
    Cost of services paid with common stock                                         2,280                ---
    Depreciation                                                                   34,150             32,992
    Occupancy costs contributed by officer                                          2,004                ---
    Changes in operating assets and liabilities
       Increase in accounts receivable                                                ---                ---
       Increase in accounts payable and accrued expenses                            1,290                210
       Increase (decrease) in rental deposits                                      (2,500)             1,250
                                                                           --------------     --------------
          Net cash provided by (used in) operating activities                     (31,473)               131

Cash flows from investing activities
   Purchases of property and equipment                                             (7,913)           (29,450)
   Net assets contributed by proprietorship, net of cash acquired                  19,355                ---
                                                                           --------------     --------------
          Net cash provided by (used in) investing activities                      11,442            (29,450)

Cash flows from financing activities
   Principal payments on long-term debt                                           (10,372)            (5,555)
   Proceeds from issuance of long-term debt                                           ---             18,992
   Contributions of capital                                                           ---             16,000
   Distributions of capital                                                           ---               (803)
   Proceeds from the issuance of common stock                                      31,500                ---
                                                                           --------------     --------------
          Net cash provided by financing activities                                21,128             28,634
                                                                           --------------     --------------
Net increase (decrease) in cash                                                     1,097               (685)

Cash, beginning of year                                                               221                906
                                                                           ---------------    --------------
Cash, end of year                                                          $        1,318     $          221
                                                                           ===============    ==============
Supplemental disclosure of cash flow information
    Income taxes paid                                                      $          ---     $         ---
                                                                           ===============    ==============
    Interest paid                                                          $       11,886     $        8,273
                                                                           ===============    ==============
</TABLE>



                 See accompanying notes to financial statements.

                                       15
<PAGE>





                           RIVERSIDE RV RENTALS, INC.


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

         Business Description - Riverside RV Rentals, Inc. (the "Company"), a
Nevada corporation, provides high quality, reliable recreational vehicle and
camper rentals to its customers for vacations and special occasions. The Company
was incorporated on March 1, 2001 and is located in Mandan, North Dakota. The
accompanying financial statements for the year ended December 31, 2000 have been
prepared solely from the accounts of Riverside RV Rentals, a proprietorship, and
the owner represents that they do not include his personal accounts or those of
any other operation in which he is engaged.

         Cash Equivalents - For purposes of the balance sheet and statement of
cash flows, the Company considers all highly liquid debt instruments purchased
with maturity of three months or less to be cash equivalents.

         Accounts Receivable - Receivables, if any, represent valid claims
against debtors for sales or other charges arising on or before the balance
sheet date and are reduced to their estimated net realizable value. An allowance
for doubtful accounts is computed on historical experience as a percentage (%)
of sales when applicable.

         Property and Equipment - Property and equipment are stated at cost.
Depreciation and amortization are provided for using the straight-line method
over the estimated useful lives of the assets. Recreational vehicles are being
depreciated over five (5) years. Maintenance and repairs in the ordinary course
of operations are expensed as incurred. Major improvements that increase the
estimated useful lives of the assets are capitalized. When property and
equipment are sold or retired, the related costs and accumulated depreciation
are removed from the accounts and any gain or loss on disposal is recognized
accordingly.

         Fair Value of Financial Instruments - The carrying amount of the
Company's financial instruments, which includes cash, accounts receivable,
accounts payable and accrued expenses approximate their fair value due to the
short period to maturity of these instruments.

         Recognition of Revenue - The Company records rental income upon
completion of the rental term, fee is fixed or determinable, and collectibility
is reasonably assured. The Company requires an advanced deposit of $250 for all
of its vehicles with the estimated rental amount of the trip due at time of
pick-up. Adjustments to the estimated rental amount for general maintenance,
including gas, cleaning, damages and other ancillary charges, are due upon
return of the vehicle when applicable.

         Income Taxes - Income tax expense is based on pre-tax financial
accounting income. The Company recognizes deferred tax assets and liabilities
based on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. The Company provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.

         For the year ended December 31, 2000, the proprietorship itself was not
a taxpaying entity for purposes of federal and state income taxes. Federal and
state income taxes of the proprietor are computed on his total income from all
sources; accordingly, no provision for income taxes is made in these statements.
On March 1, 2001, the Company incorporated as discussed in Note 6.




                                       16
<PAGE>



                           RIVERSIDE RV RENTALS, INC.


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



Note 1 - BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Net Loss per Common Share - Pursuant to its subsequent incorporation on
March 1, 2001, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS 128
requires the reporting of basic and diluted earnings/loss per share. Basic loss
per share is calculated by dividing net income (loss) by the weighted average
number of outstanding common shares during the year. The pro forma net income
(loss) per common share is presented for analysis purposes within the Company's
statements of operations in accordance with SFAS 128.

         Comprehensive Income/Loss - The Company applies Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130").
SFAS 130 establishes standards for the reporting and display of comprehensive
income, requiring its components to be reported in a financial statement that is
displayed with the same prominence as other financial statements. For the period
ended December 31, 2001, the Company had no other components of its
comprehensive income other than net income as reported on the statement of
income.


         Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United States
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
revenues and expenses during the reporting period. Actual results could differ
from those estimates.


NOTE 2 -CONTINGENCIES

         The Company occupies office space within an officer's (and founder's)
residence. Accordingly, occupancy costs have been allocated to the Company based
on the square foot percentage assumed multiplied by the officer's total monthly
costs. These amounts are shown in the accompanying statements of operations for
each respective year ending December 31, 2001 and 2000.

         As shown in the accompanying financial statements, the Company has
incurred a net operating loss of $68,647 for the year ended December 31, 2001.
Management's plans to mitigate its losses in the near term through the
significant reduction of legal and professional fees that were incurred upon
incorporation; for the preparation of the Company's Private Offering Memorandum;
and for the performance of audit and review services. By having completed its
registration process over the last six months, the Company has positioned itself
to focus on securing its revenues sources, and management currently expects to
meet its revenue targets for the remainder of 2002. In addition, should
management determine it necessary, the Company will seek to obtain additional
financing through the issuance of common stock and increase of ownership equity.




                                       17
<PAGE>





                           RIVERSIDE RV RENTALS, INC.


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



NOTE 3 - ACCRUED EXPENSES

         Accrued Wages and Compensated Absences - The Company currently does not
have any employees. The founder and officer have provided the majority of
development costs and services to the Company. As such, there is no accrual for
wages or compensated absences as of December 31, 2001 and 2000.



Note 4 - LONG-TERM DEBT

         At December 31, 2001, the Company held two (2) notes payable to a bank,
secured by recreational vehicles, and each bearing interest at 8.5%. The
aggregate monthly payment under the terms of the agreements is approximately
$2,000 with the final payments due September 2007 and December 2014,
respectively.

         The aggregate maturities of long-term debt as detailed above for each
of the five years subsequent to December 31, 2001 are as follows:

           2002                                                      $   8,925
           2003                                                          9,715
           2004                                                         10,573
           2005                                                         11,508
           2006                                                         12,525
           Thereafter                                                  116,154
                                                                      --------
                                                                       169,400
           Less: current portion                                        (8,925)
                                                                      --------
           Long-term debt                                             $160,475
                                                                      ========



NOTE 5 - COMMON STOCK

         On March 1, 2001, the Company incorporated within the State of Nevada.
Pursuant to its incorporation, the founder of the corporation contributed the
net assets of the predecessor proprietorship to the newly formed corporation in
exchange for 3,000,000 shares of common stock with a par value of $0.001. Also,
the Company issued an additional 2,280,000 for consulting services rendered in
connection with the development of the Company. These shares were also valued at
par value because there was no readily available market value at the time the
services were rendered and all parties considered par value a reasonable
estimate of fair value.




                                       18
<PAGE>



                           RIVERSIDE RV RENTALS, INC.


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



NOTE 5 - COMMON STOCK (Continued)

         On May 31, 2001, the Company completed a "best efforts" offering of its
common stock pursuant to the provisions of Section 4(2) of the Securities Act of
1933 and Rule 506 of Regulation D promulgated by the Securities and Exchange
Commission. In accordance with the Private Placement Memorandum Offering, which
was initiated on March 30, 2001, the Company issued 63,000 shares of its common
stock at $0.50 per share for a total of $31,500.


NOTE 6 - 6% REDEEMABLE STOCK

         In September 2001, the Company's North Dakota stockholders were granted
rescission rights by the North Dakota Securities Commissioner in connection with
their purchases of the Company's common stock under its March 30, 2001 Private
Placement Memorandum due to the Company's failure to timely file the Offering
document with that state. As a result, the Company was fined $2,000 and would be
required to return the North Dakota stockholders' investments, with interest
computed at an annual rate of 6% from the date of their investments, should the
stockholders (individually or in the aggregate) exercise these rights.
Accordingly, these amounts have been separately stated on the Company's balance
sheet pursuant to Regulation S-X as promulgated by the Securities and Exchange
Commission and it's Financial Reporting Policy ("FRC"), P. 211.01. The total
amount received by the Company from its North Dakota stockholders was $29,500.
Interest accrued on this amount was approximately $1,400 through December 31,
2001. Management does not currently expect the North Dakota stockholders to
exercise their rights.


NOTE 7 - RELATED PARTY TRANSACTIONS

         As previously detailed in Note 4, the Company issued shares of its
common stock in exchange for net assets contributed and consulting services
rendered by current officers and directors of the Company.

         The Company occupies office space provided by its officer. Accordingly,
occupancy costs have been allocated to the Company based on the square foot
percentage assumed multiplied by the officer's total monthly costs. These
amounts are shown in the accompanying statement of operations for the year ended
December 31, 2001 and are considered additional contributions of capital by the
officer and the Company.



                                       19
<PAGE>



                           RIVERSIDE RV RENTALS, INC.


                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



Note 8 - INTANGIBLES AND OTHER ASSETS

         Intangibles and other assets consist of the net assets contributed in
excess of liabilities assumed to the Company by the predecessor proprietorship
upon incorporation on March 1, 2001. On July 20, 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142") that detailed among other
provisions, certain criteria for recognizing goodwill and other intangible
assets. In addition, SFAS 142 requires the cessation of goodwill amortization
for transactions closing after June 30, 2001, with complete cessation by January
1, 2002. The Company has yet to determine the impact and the allocation between
goodwill and other identifiable intangible assets on its financial position and
operating results, but expects to test the amount presented on its balance sheet
as of December 31, 2001 for impairment upon implementation on January 1, 2002
and at the end of the first quarter of 2002. The Company believes that the
current amortization of this amount is immaterial in relation to the Company
financial position and the results of its operations until SFAS 142 is fully
implemented.



Note 9 - INCORPORATION AND ACQUISITION OF NET ASSETS

         On March 1, 2001, the Company incorporated within the State of Nevada.
Pursuant to its incorporation, the proprietor contributed the net assets of the
Company to the newly formed corporation in exchange for 3,000,000 shares of
common stock with a par value of $0.001. The assets and related liabilities of
the Company were contributed at approximate fair value to the new corporation as
follows:

               Assets                                         $    220,000
               Liabilities assumed                                (185,769)
                                                              ------------
               Net assets contributed                         $     34,231
                                                              ============





                                       20
<PAGE>



Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Executive Officers and Directors. Our directors and principal executive officers
are as specified on the following table:

 ====================== ============== ========================================
 Name                        Age       Position
 ---------------------- -------------- ----------------------------------------
 Richard Frohlich             46       President, Treasurer and a Director
 ---------------------- -------------- ----------------------------------------
 Patricia Frohlich            45       Vice President, Secretary and a Director
 ---------------------- -------------- ----------------------------------------
 Thomas Frohlich              76       Director
 ====================== ============== ========================================

Richard Frohlich. Mr. Frohlich has been our President, Treasurer and one of our
directors since our inception. For the past three years, Mr. Frohlich has been
responsible for our day-to-day operations and recreational vehicle maintenance.
Mr. Frohlich is also responsible for developing our referral program and
cultivating positive working relationships with local recreational vehicle
dealers, travel agencies and our current clientele. Since 1993, Mr. Frohlich has
also worked at Amoco Oil Refinery as an operator and relief supervisor. Mr.
Frohlich is currently employed with Amoco Oil Refinery as an operator specialist
in the company's combination unit. Mr. Frohlich is not currently, and never has
been, an officer or director of any reporting company.

Patricia Frohlich. Mrs. Frohlich has been our Vice President, Secretary, and one
of our directors since our inception. Mrs. Frohlich has been responsible for
day-to-day operations such as invoicing, accounts payable, accounts receivable,
payroll, and all aspects of office management. In 1996, Mrs. Frohlich began
working at West River Head Start as a teacher's assistant and is currently a
co-teacher. Mrs. Frohlich is not currently, and never has been, an officer or
director of any reporting company.

Thomas Frohlich. Mr. Frohlich is one of our founding shareholders and one of our
directors since our inception. Mr. Frohlich worked professionally as a plumber
for 27 years until his retirement in 1986. Mr. Frohlich has extensive experience
and knowledge in the field of customer relations and vehicle maintenance.
Between 1986 and 2000, Thomas was employed as a custodian at the Morton County
Court House. Mr. Frohlich is not currently, and never has been, an officer or a
director of any reporting company.

Richard Frohlich is the spouse of Patricia Frohlich. Thomas Frohlich is the
father of Richard Frohlich. There are no orders, judgments, or decrees of any
governmental agency or administrator, or of any court of competent jurisdiction,
revoking or suspending for cause any license, permit or other authority to
engage in the securities business or in the sale of a particular security or
temporarily or permanently restraining any of our officers or directors from



                                       21
<PAGE>



engaging in or continuing any conduct, practice or employment in connection with
the purchase or sale of securities, or convicting such person of any felony or
misdemeanor involving a security, or any aspect of the securities business or of
theft or of any felony, nor are any of the officers or directors of any
corporation or entity affiliated with us so enjoined.

Our directors will serve until the next annual meeting of stockholders. Our
executive officers are appointed by our Board of Directors and serve at the
discretion of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance. We believe that our
officers, directors, and principal shareholders have filed all reports required
to be filed on, respectively, a Form 3 (Initial Statement of Beneficial
Ownership of Securities), a Form 4 (Statement of Changes of Beneficial Ownership
of Securities), or a Form 5 (Annual Statement of Beneficial Ownership of
Securities).

Item 10.  Executive Compensation
---------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our board of directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

<TABLE>
<CAPTION>
===================================== ======== ============== ============= ======================== ======================
Name and Principal Position           Year        Annual       Bonus ($)         Other Annual              All Other
                                                Salary ($)                     Compensation ($)          Compensation
------------------------------------- -------- -------------- ------------- ------------------------ ----------------------
        <S>                            <C>           <C>           <C>              <C>                       <C>
Richard Frohlich - President,
Treasurer                             2001        $5,000          None               None                    None
------------------------------------- -------- -------------- ------------- ------------------------ ----------------------
Patricia Frohlich - Vice President,
Secretary                             2001        $5,000          None               None                    None
===================================== ======== ============== ============= ======================== ======================
</TABLE>

Compensation of Directors. Our directors who are also our employees receive no
extra compensation for their service on our Board of Directors.

Employment Contracts. We anticipate that we will enter into employment contracts
with Richard Frohlich, although we currently do not have plans, agreements,
understandings or arrangements at this time.

Stock Option Plan. We anticipate that we will adopt a stock option plan in or
around the fourth quarter of 2002. Pursuant to our proposed stock option plan,
shares of our common stock will be reserved for issuance to satisfy the exercise
of options. The stock option plan will be designed to retain qualified and
competent officers, employees, and directors. Our Board of Directors, or a
committee thereof, shall administer the stock option plan and will be
authorized, in its sole and absolute discretion, to grant options thereunder to
all of our eligible employees, including officers, and to our directors, whether
or not those directors are also our employees. Options will be granted pursuant
to the provisions of the stock option plan on such terms, subject to such
conditions and at such exercise prices as shall be determined by our Board of
Directors. Options granted pursuant to the stock option plan shall not be
exercisable after the expiration of ten years from the date of grant.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 26, 2002 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.



                                       22
<PAGE>


<TABLE>
<CAPTION>
Title of Class      Name of Beneficial Owner           Amount and Nature of Beneficial Owner        Percent of Class
----------------    -------------------------------    --------------------------------------    ------------------------
     <S>                       <C>                                 <C>                                       <C>
Common Stock        Richard Frohlich                       1,500,000 shares, President,                      28.1%
                    404 Beretta Street,                         Treasurer, Director
                    Mandan, North Dakota 58554
Common Stock        Patricia Frohlich                    1,500,000 shares, Vice President,                   18.7%
                    404 Beretta Street,                         Secretary, Director
                    Mandan, North Dakota 58554
Common Stock        Thomas Frohlich                         1,000,000 shares, Director                       18.7%
                    104 14th Avenue, NW
                    Mandan, North Dakota 58554
Common Stock                                                All officers and directors                       74.9%
                                                                    as a group
</TABLE>

Patricia Frohlich is the spouse of Richard Frohlich and therefore owns
collectively with Richard Frohlich 3,000,000 shares or 56.2% of our common
stock.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Item 12.  Certain Relationships and Related Transactions.
---------------------------------------------------------

Related Party Transactions. There have been no related party transactions,
except for the following:

On March 5, 2001 we acquired all the assets of Riverside RV Rental, a sole
proprietorship owned by Richard and Patricia Frohlich, in exchange for 3,000,000
shares of our Common Stock. Richard and Patricia Frohlich are officers and
directors of Riverside RV Rentals, Inc.

Richard Frohlich, our President, and one of our directors, currently provides
office space to us at no charge.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

    o    disclosing such transactions in prospectuses where required;
    o    disclosing in any and all filings with the Securities and Exchange
         Commission, where required;
    o    obtaining disinterested directors consent; and
    o    obtaining shareholder consent where required.

Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------

(a) Exhibit No.
---------------

3.1             Articles of Incorporation*
                (Charter Document)

3.2             Bylaws*

* Included in the registration statement on Form SB-2 filed on October 23, 2001.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of the period covered
by this annual report on Form 10-KSB.



                                       23
<PAGE>




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 in the City of Mandan, North Dakota, on March 26, 2002.

                                   Riverside RV Rentals, Inc.,
                                   a Nevada corporation


                                   By:    /s/ Richard Frohlich
                                          ------------------------------------
                                          Richard Frohlich
                                   Its:   President, Treasurer, and Director



In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Riverside RV Rentals, Inc.

By:      /s/ Richard Frohlich                                 March 26, 2002
         -----------------------------------
         Richard Frohlich
Its:     President, Treasurer, Director


By:      /s/ Patricia Frohlich                                March 26, 2002
         -----------------------------------
         Patricia Frohlich
Its:     Vice President, Secretary, Director


By:      /s/ Thomas Frohlich                                  March 26, 2002
         -----------------------------------
         Thomas Frohlich
Its:     Director