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

                                   FORM 10-KSB

            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                      For the year ended December 31, 2000

                         Commission File Number 000-30261


                          ROYAL HOLIDAY MOBILE ESTATES
                 (Name of small business issuer in its charter)


              NEVADA                                      88-0409168
  (State or other jurisdiction of                     (I. R. S. Employer
   incorporation or organization)                     Identification No.)


             15303 VENTURA BLVD., SUITE 1510, SHERMAN OAKS, CA 91403
                    (Address of principal executive offices)

                                 (818) 380-8161
                           (Issuer's telephone number)

              16133 Ventura Boulevard, Suite 635, Encino, CA 91436
              (Former name, former address and former fiscal year,
                         if changed since last report)

        Securities Registered Pursuant of Section 12(b) of the Act: None

          Securities Registered Pursuant of Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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 of
this Form 10-KSB. [ ]

The issuer had no operating revenues for the year ended December 31, 2000.

As of Dec. 31, 2000, there were 1,121,000  million shares of the issuer's common
stock  outstanding.  There is no public trading  market for the issuer's  common
stock.


<PAGE>




                          ROYAL HOLIDAY MOBILE ESTATES
                                   FORM 10-KSB
                                December 31, 2000


PART I

ITEM 1. Business............................................................ 2
ITEM 2. Properties.......................................................... 7
ITEM 3. Legal Proceedings................................................... 7
ITEM 4. Submission of Matters to vote of Security Holders................... 7

PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters............ 8
ITEM 6. Management's Discussion and Analysis of Financial
             Condition and Plan of Operation................................ 8

ITEM 7. Financial Statements................................................ 15
                                                                      F-1 - F-9
ITEM 8. Changes In and Disagreements With Accounting and
             Financial Disclosure........................................... 16

PART III

ITEM 9. Directors, Executive Officers, Promoters, and Control
           Persons; Compliance With Section 16(a) of the Exchange Act....... 16
ITEM 10. Executive Compensation............................................. 18
ITEM 11. Security Ownership of Certain Beneficial Owners and Management..... 18
ITEM 12. Certain Relationships and Related Transactions..................... 18

PART IV

ITEM 13. Exhibits and Reports on Form 8-K................................... 19

SIGNATURES.................................................................. 20




                                       1


<PAGE>


                                     PART I

ITEM 1.      BUSINESS

Description of Business

     ROYAL HOLIDAY MOBILE ESTATES (the  "Company") was  incorporated on November
2, 1992, under the laws of the State of Nevada to engage in any Lawful corporate
activity, including, but not limited to, selected mergers and acquisitions.  The
Company  has  been  in  the  developmental  stage  since  inception  and  has no
operations to date. Other than issuing shares to its original shareholders,  the
Company never commenced any operational activities.  As such, the Company can be
defined as a "shell"  company,  whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity. The Board of Directors
of the Company has elected to commence implementation of the Company's principal
business  purpose  described  below under "Item 6 - Management's  Discussion and
Plan of  Operation."  The  proposed  business  activities  described  herein may
classify the Company as a "blank check" company.

     The Company  registered its securities on Form 10-SB, on a voluntary basis,
which became  effective  on June 10, 2000.  Since that date the Company has been
subject to the reporting requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act").  Management  believes  the primary  attraction  of the
Company  as a merger  partner  or  acquisition  vehicle  will be its status as a
public company.  Any business combination or transaction will likely result in a
significant  issuance of shares and substantial dilution to present stockholders
of the Company.

     In addition,  the Company  elected to become a fully  reporting  company to
enhance  investor  protection  and to provide  information  if a trading  market
commences. On December 11, 1997, the National Association of Securities Dealers,
Inc.  (NASD)  announced  that its Board of  Governors  had  approved a series of
proposed  changes for the Over The Counter  ("OTC")  Bulletin  Board and the OTC
market.  The  principal  changes,  which were  approved  by the  Securities  and
Exchange  Commission on January 4, 1999 allows only those  companies that report
their current financial  information to the Securities and Exchange  Commission,
banking,  or insurance  regulators to be quoted on the OTC Bulletin  Board.  The
rule provides for a phase-in period for those  securities  already quoted on the
OTC Bulletin Board.


Risk Factors

     The Company's  business is subject to numerous risk factors,  including the
following:

                                       2
<PAGE>


     1. Lack of History.

     The Company has had no operating  history nor any revenues or earnings from
operations.  The Company has no significant assets or financial  resources.  The
Company  will,  in  all   likelihood,   sustain   operating   expenses   without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination. This may result in the Company incurring a net operating loss which
will  increase   continuously  until  the  Company  can  consummate  a  business
combination with a profitable business  opportunity.  There is no assurance that
the Company can  identify  such a business  opportunity  and  consummate  such a
business combination.

     2. The Company's Proposed Operations is Speculative.

     The success of the Company's  proposed  plan of operation  will depend to a
great  extent on the  operations,  financial  condition  and  management  of the
identified  business  opportunity.  While  management  intends to seek  business
combination(s) with entities having established  operating histories,  there can
be no  assurance  that the Company  will be  successful  in locating  candidates
meeting  such  criteria.   In  the  event  the  Company   completes  a  business
combination,  of which there can be no  assurance,  the success of the Company's
operations  may be dependent  upon  management of the successor  firm or venture
partner firm and numerous other factors beyond the Company's control.

     3. Scarcity of and Competition for Business Opportunities and Combinations.

     The Company is and will continue to be an insignificant  participant in the
business of seeking mergers with,  joint ventures with and acquisitions of small
private and public  entities.  A large number of established  and  well-financed
entities,   including   venture  capital  firms,   are  active  in  mergers  and
acquisitions  of companies  which may be  desirable  target  candidates  for the
Company.   Nearly  all  such  entities  have  significantly   greater  financial
resources, technical expertise and managerial capabilities than the Company and,
consequently,  the Company will be at a competitive  disadvantage in identifying
possible  business   opportunities   and  successfully   completing  a  business
combination.  Moreover,  the  Company  will also  compete in  seeking  merger or
acquisition candidates with numerous other small public companies.

     4.  The  Company  Has No  Agreement  for a  Business  Combination  or Other
Transaction - No Standards for Business Combination.

     The Company has no arrangement,  agreement or understanding with respect to
engaging in a merger with,  joint venture with or  acquisition  of, a private or
public  entity.  There can be no  assurance  the Company will be  successful  in
identifying and evaluating  suitable  business  opportunities or in concluding a
business  combination.  Management has not identified any particular industry or
specific business within an industry for evaluation by the Company.  There is no


                                       3
<PAGE>

assurance the Company will be able to negotiate a business  combination on terms
favorable to the Company.  The Company has not  established a specific length of
operating history or a specified level of earnings,  assets,  net worth or other
criteria which it will require a target  business  opportunity to have achieved,
and without which the Company would not consider a business  combination  in any
form with such business opportunity.  Accordingly,  the Company may enter into a
business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings,  limited assets, negative
net worth or other negative characteristics.

     5. Continued Management Control, Limited Time Availability.

     While seeking a business combination, management anticipates devoting up to
ten  hours per  month to the  business  of the  Company.  None of the  Company's
officers has entered into a written  employment  agreement  with the Company and
none  is  expected  to do so in the  foreseeable  future.  The  Company  has not
obtained  key  man  life   insurance  on  any  of  its  officers  or  directors.
Notwithstanding   the  combined  limited   experience  and  time  commitment  of
management,  loss of the services of any of these  individuals  would  adversely
affect  development  of the Company's  business and its likelihood of continuing
operations. See "Item 5 - Directors,  Executive Officers,  Promoters and Control
Persons."

     6. There May Be  Conflicts  of  Interest.  Officers  and  directors  of the
Company may in the future participate in business ventures which could be deemed
to compete directly with the Company.

     Additional  conflicts of interest and non-arms length transactions may also
arise in the  future  in the event  the  Company's  officers  or  directors  are
involved  in the  management  of any  firm  with  which  the  Company  transacts
business.  Management  has  adopted a policy  that the  Company  will not seek a
merger  with,  or  acquisition  of,  any  entity  in which  management  serve as
officers, directors or partners, or in which they or their family members own or
hold any ownership interest.

     7. Reporting Requirements May Delay or Preclude Acquisitions.

     Sections  13 and 5(d) of the  Securities  Exchange  Act of 1934 (the  "1934
Act"),  require companies  subject thereto to provide certain  information about
significant  acquisitions,  including  certified  financial  statements  for the
company acquired,  covering one, two, or three years,  depending on the relative
size of the  acquisition.  The time and additional costs that may be incurred by
some target  entities to prepare  such  statements  may  significantly  delay or
essentially preclude  consummation of an otherwise desirable  acquisition by the
Company.  Acquisition  prospects  that do not have or are  unable to obtain  the
required  audited  statements may not be appropriate  for acquisition so long as
the reporting requirements of the 1934 Act are applicable.

                                       4
<PAGE>

     8. Lack of Market Research or Marketing Organization.

     The Company has neither  conducted,  nor have others made  available to it,
results  of  market  research  indicating  that  market  demand  exists  for the
transactions  contemplated by the Company.  Moreover, the Company does not have,
and does not plan to  establish,  a  marketing  organization.  Even in the event
demand is identified  for a merger or acquisition  contemplated  by the Company,
there is no assurance  the Company will be  successful  in  completing  any such
business combination.

     9. Lack of Diversification.

     The  Company's  proposed  operations,  even  if  successful,  will  in  all
likelihood  result in the  Company  engaging  in a business  combination  with a
business opportunity.  Consequently,  the Company's activities may be limited to
those  engaged in by business  opportunities  which the  Company  merges with or
acquires.  The Company's  inability to diversify its activities into a number of
areas may  subject  the Company to  economic  fluctuations  within a  particular
business  or industry  and  therefore  increase  the risks  associated  with the
Company's operations.

     10. Regulation.

     Although  the  Company  will be subject to  regulation  under the 1934 Act,
management  believes  the Company  will not be subject to  regulation  under the
Investment  Company Act of 1940,  insofar as the Company  will not be engaged in
the  business of investing  or trading in  securities.  In the event the Company
engages in business  combinations  which result in the Company  holding  passive
investment  interests in a number of entities,  the Company  could be subject to
regulation under the Investment  Company Act of 1940. In such event, the Company
would be required to register as an investment  company and could be expected to
incur significant registration and compliance costs. The Company has obtained no
formal  determination  from the  Securities  and Exchange  Commission  as to the
status  of  the  Company  under  the   Investment   Company  Act  of  1940  and,
consequently,  any  violation of such Act would  subject the Company to material
adverse consequences.

     11. Probable Change in Control and Management.

     A business  combination  involving  the  issuance of the  Company's  Common
Shares will, in all  likelihood,  result in  shareholders  of a private  company
obtaining a controlling  interest in the Company.  Any such business combination
may require  management  of the Company to sell or transfer  all or a portion of
the  Company's  Common Shares held by them, or resign as members of the Board of
Directors of the Company.  The resulting  change in control of the Company could
result in removal of one or more present  officers and  directors of the Company
and a corresponding  reduction in or elimination of their  participation  in the
future affairs of the Company.

                                       5
<PAGE>

     12. Reduction of Percentage Share Ownership Following Business Combination.

     The  Company's   primary  plan  of  operation  is  based  upon  a  business
combination with a private concern which, in all likelihood, would result in the
Company  issuing  securities to shareholders  of any such private  company.  The
issuance of  previously  authorized  and unissued  Common  Shares of the Company
would  result  in  reduction  in  percentage  of  shares  owned by  present  and
prospective shareholders of the Company and may result in a change in control or
management of the Company.

     13. Disadvantages of Blank Check Offering.

     The  Company  may enter into a  business  combination  with an entity  that
desires  to  establish  a public  trading  market  for its  shares.  A  business
opportunity  may  attempt to avoid what it deems to be adverse  consequences  of
undertaking its own public offering by seeking a business  combination  with the
Company.  Such consequences may include,  but are not limited to, time delays of
the  registration  process,  significant  expenses  to be  incurred  in  such an
offering,  loss of voting  control to public  shareholders  and the inability or
unwillingness  to comply with  various  federal  and state laws  enacted for the
protection of investors.

     14. Taxation.  Federal and state tax consequences  will, in all likelihood,
be major considerations in any business combination the Company may undertake.

     Currently,  such transactions may be structured so as to result in tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes which may have an adverse  effect on both parties to the
transaction.

     15.  Requirement of Audited  Financial  Statements May Disqualify  Business
Opportunities.

     Management of the Company believes that any potential business  opportunity
must provide audited financial  statements for review, for the protection of all
parties  to  the  business   combination.   One  or  more  attractive   business
opportunities  may choose to forego the  possibility  of a business  combination
with the  Company,  rather than incur the  expenses  associated  with  preparing
audited financial statements.

     16. Dilution.

     Any merger or acquisition effected by the Company can be expected to have a
significant  dilutive  effect on the  percentage of shares held by the Company's
then shareholders.

                                       6
<PAGE>


     17. No Trading Market.

     There is no trading market for the Company's  common stock at present,  and
there has been no trading  market to date.  There is no assurance that a trading
market will ever develop or, if such market does develop, that it will continue.
The Company intends to request a broker-dealer  to make  application to the NASD
Regulation,  Inc. to have the  Company's  securities  traded on the OTC Bulletin
Board or published in print and  electronic  media,  or either,  in the National
Quotation Bureau LLC "Pink Sheet."


Employees
---------
At December 31, 2000, the company had no full time employees.

The Company's  executive offices are located at 15303 Ventura  Boulevard,  Suite
1510, Sherman Oaks, CA 91403. Its telephone number is (818) 380-8161.


ITEM 2.  PROPERTIES

     The Company has no properties and at this time has no agreements to acquire
any properties.

The Company presently occupies office space supplied by an  officer/director  at
15303 Ventura  Boulevard,  Suite 1510,  Sherman  Oaks,  CA 91403.  This space is
provided to the Company on a rent-free  basis,  and it is anticipated  that this
arrangement will remain until such time as the Company successfully  consummates
a merger or acquisition. Management believes that this arrangement will meet the
Company's needs for the foreseeable future.


ITEM 3.      Legal Proceedings

There are no pending legal proceedings.


ITEM 4.      Submission of Matters to vote of Security Holders

No matters  were brought to a vote of the  Security  Holders  during the quarter
ended December 31, 2000.


                                       7
<PAGE>


                                     PART II

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company registered its securities on Form 10-SB, on a voluntary basis, which
became  effective on June 10, 2000. Since that date the Company has been subject
to the  reporting  requirements  of the 1934 Act.  There is  currently no public
trading  market  for the  Company's  common  stock and there has been no trading
market to date..


Approximate Number of Equity Security Holders
---------------------------------------------
At  December  31,  2000  there  were  approximately  25 holders of record of the
Company's common stock.


Recent Sales of Unregistered Securities
---------------------------------------

None.


ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND PLAN OF OPERATIONS


The  Company  has  not  commenced  business  activities  and  has no  assets  or
operations.  The Company is dependent  upon its officers to meet any  de-minimis
costs which may occur.

Plan of Operation
-----------------
     The  Company  intends  to seek to  acquire  assets  or  shares of an entity
actively  engaged in business  which  generates  revenues  in  exchange  for its
securities.  The  Company  has no  particular  acquisitions  in mind and has not
entered  into  any  negotiations  regarding  such  an  acquisition.  None of the
Company's  officers,  directors,  promoters  or  affiliates  have engaged in any
preliminary  contact or discussions with any representative of any other company
regarding the  possibility  of an  acquisition or merger between the Company and
such other company as of the date of this report.

                                       8
<PAGE>


     The Company has no full time or part-time employees.

     None of the officers and directors anticipates devoting more than ten (10%)
percent of his or her time to Company  activities.  The Company's  President and
Secretary  have agreed to allocate a portion of said time to the  activities  of
the Company,  without compensation.  These officers anticipate that the business
plan of the Company can be implemented by their devoting  minimal time per month
to the business affairs of the Company and, consequently,  conflicts of interest
may arise with  respect to the limited time  commitment  by such  officers.  See
"Item 9 - Directors, Executive Officers, Promoters and Control Persons Resumes."

General Business Plan

     The Company's  purpose is to seek,  investigate and, if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons or firms who or which desire to seek the advantages of an Issuer who has
complied  with the 1934 Act.  The Company  will not  restrict  its search to any
specific  business,  industry,  or  geographical  location  and the  Company may
participate  in a  business  venture  of  virtually  any  kind or  nature.  This
discussion of the proposed business is purposefully  general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities.  Management anticipates that it may
be able to  participate  in only one  potential  business  venture  because  the
Company  has  nominal  assets  and  limited  financial  resources.  See  Item 7,
"Financial  Statements."  This lack of  diversification  should be  considered a
substantial  risk to  shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.

     The  Company  may seek a  business  opportunity  with  entities  which have
recently commenced  operations,  or which wish to utilize the public marketplace
in order to raise  additional  capital in order to expand  into new  products or
markets,  to develop a new product or service,  or for other corporate purposes.
The  Company may acquire  assets and  establish  wholly  owned  subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

     The Company  anticipates  that the selection of a business  opportunity  in
which to  participate  will be  complex  and  extremely  risky.  Due to  general
economic conditions,  rapid technological advances being made in some industries
and shortages of available capital,  management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include  facilitating  or improving  the terms on which  additional
equity financing may be sought,  providing liquidity for incentive stock options
or  similar  benefits  to  key  employees,   providing   liquidity  (subject  to
restrictions of applicable  statutes),  for all  shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

                                       9
<PAGE>


     The  Company  has,  and will  continue  to have,  no capital  with which to
provide the owners of business  opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in an Issuer who has complied  with the 1934 Act without  incurring the
cost and time required to conduct an initial public offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection with  acquisition of a business  opportunity,  including the
costs of  preparing  Form  8-K's,  10-K's or  10-KSB's,  agreements  and related
reports and documents.  The 1934 Act,  specifically  requires that any merger or
acquisition candidate comply with all applicable reporting  requirements,  which
include  providing  audited  financial  statements  to be  included  within  the
numerous  filings  relevant to complying  with the 1934 Act.  Nevertheless,  the
officers and directors of the Company have not conducted market research and are
not aware of  statistical  data which would  support the benefits of a merger or
acquisition transaction for the owners of a business opportunity.

     The  Company  has made no  determination  as to whether or not it will file
periodic  reports in the event its  obligation to file such reports is suspended
under the 1934 Act.  Alan Schram,  an officer and  director of the Company,  has
agreed to provide the  necessary  funds,  without  interest,  for the Company to
comply with the 1934 Act reporting requirements,  provided that he is an officer
and director of the Company when the obligation is incurred.

     The analysis of new business  opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst.  Management intends to concentrate on identifying
preliminary  prospective  business  opportunities  which may be  brought  to its
attention through present  associations of the Company's officers and directors,
or  by  the   Company's   shareholders.   In  analyzing   prospective   business
opportunities, management will consider such matters as the available technical,
financial  and  managerial  resources;   working  capital  and  other  financial
requirements; history of operations, if any; prospects for the future; nature of
present and  expected  competition;  the quality and  experience  of  management
services which may be available and the depth of that management;  the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the Company; the potential for growth or expansion; the potential for profit;
the public  recognition  of acceptance of products,  services,  or trades;  name
identification;  and other  relevant  factors.  Officers  and  directors  of the
Company  expect to meet  personally  with  management  and key  personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company  intends  to utilize  written  reports  and  personal  investigation  to
evaluate  the above  factors.  The  Company  will not  acquire or merge with any
company for which  audited  financial  statements  cannot be  obtained  within a
reasonable period of time after closing of the proposed transaction.

                                       10
<PAGE>


     Management  of the Company,  while not  especially  experienced  in matters
relating to the new business of the Company, will rely upon their own efforts in
accomplishing the business  purposes of the Company.  It is not anticipated that
any  outside  consultants  or  advisors  will  be  utilized  by the  Company  to
effectuate its business purposes described herein.  However, if the Company does
retain such an outside  consultant  or advisor,  any cash fee by such party will
need to be paid by the prospective merger acquisition candidate,  as the Company
has no cash  assets  with  which  to pay such  obligation.  There  have  been no
contracts or agreements with any outside consultants and none are anticipated in
the future.

     The Company will not  restrict  its search for any specific  kind of firms,
but may acquire a venture  which is in its  preliminary  or  development  stage,
which is already in  operation,  or in  essentially  any stage of its  corporate
life.  It is  impossible  to predict at this time the status of any  business in
which the Company may become  engaged,  in that such  business  may need to seek
additional  capital,  may desire to have its shares publicly traded, or may seek
other  advantages  which the Company may offer.  However,  the Company  does not
intend  to  obtain  funds  in one or more  private  placements  to  finance  the
operation of any acquired  business  opportunity  until such time as the Company
has successfully consummated such a merger or acquisition.

     It is  anticipated  that the  Company  will incur  nominal  expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses,  present management of the
Company will pay these charges with their personal funds, as interest free loans
to the  Company  or as  capital  contributions.  However,  if  loans,  the  only
opportunity  which  management  has to have these  loans  repaid  will be from a
prospective  merger  or  acquisition  candidate.  Management  has  agreed  among
themselves  that the  repayment  of any loans made on behalf of the Company will
not impede,  or be made conditional in any manner, to consummation of a proposed
transaction.

     The Company has no plans,  proposals,  arrangements,  or understanding with
respect to the sale or issuance of additional  securities  prior to the location
of an acquisition or merger candidate.

Acquisition of Opportunities

     In  implementing  a structure for a particular  business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture,  or licensing agreement with another corporation or entity. It may also
acquire  stock or assets  of an  existing  business.  On the  consummation  of a
transaction,  it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition,  the Company's
directors may, as part of the terms of the acquisition  transaction,  resign and
be replaced by new directors without a vote of the Company's shareholders or may


                                       11
<PAGE>


sell their stock in the Company.  Any terms of sale of the shares presently held
by officers  and/or  directors of the Company will be also afforded to all other
shareholders  of the Company on similar terms and  conditions.  Any and all such
sales will only be made in  compliance  with the  securities  laws of the United
States and any applicable state.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction,  the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration  occurs, of which there can be
no assurance,  it will be  undertaken by the surviving  entity after the Company
has  successfully  consummated  a merger or  acquisition  and the  Company is no
longer  considered a "shell"  company.  The issuance of  substantial  additional
securities and their potential sale into any trading market which may develop in
the  Company's  securities  may have a  depressive  effect  on the  value of the
Company's securities in the future, if such a market develops, of which there is
no assurance.

     While the actual terms of a transaction to which the Company may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In such event, the shareholders of the Company,  would retain less than
20% of the issued and outstanding  shares of the surviving  entity,  which would
result in significant dilution in the equity of such shareholders.

     As part of the  Company's  investigation,  officers  and  directors  of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis of verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial  resources and management  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative  negotiation  strength of the
Company and such other management.


                                       12
<PAGE>


     With respect to any merger or acquisition, negotiations with target company
management  is expected  to focus on the  percentage  of the  Company  which the
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

     The  Company  will  participate  in a business  opportunity  only after the
negotiation and execution of appropriate written agreements.  Although the terms
of such agreements  cannot be predicted,  generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

     As stated  hereinabove,  the  Company  will not  acquire  or merge with any
entity which cannot provide  independent  audited financial  statements within a
reasonable period of time after closing of the proposed transaction. The Company
is  subject  to all of the  reporting  requirements  included  in the 1934  Act.
Included in these  requirements is the  affirmative  duty of the Company to file
independent  audited  financial  statements  as part of its Form 8-K to be filed
with the Securities and Exchange  Commission  upon  consummation  of a merger or
acquisition,  as well as the Company's audited financial  statements included in
its annual  report on Form 10-K (or  10-KSB,  as  applicable).  If such  audited
financial  statements  are not available at closing,  or within time  parameters
necessary to insure the Company's  compliance with the  requirements of the 1934
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of the present  management of the Company.  If such
transaction is voided, the agreement will also contain a provision providing for
the  acquisition  entity to reimburse the Company for all costs  associated with
the proposed transaction.

Competition

     The Company will remain an insignificant  participant among the firms which
engage in the acquisition of business opportunities.  There are many established
venture  capital  and  financial  concerns  which  have  significantly   greater
financial and personnel  resources and technical  expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management  availability,  the  Company  will  continue  to be at a  significant
competitive disadvantage compared to the Company's competitors.

                                       13
<PAGE>


Investment Company Act of 1940

     Although the Company will be subject to regulation under the Securities Act
of 1933, as amended,  and the 1934 Act, management believes the Company will not
be subject to regulation under the Investment Company Act of 1940 insofar as the
Company  will  not be  engaged  in the  business  of  investing  or  trading  in
securities.  In the event the  Company  engages in business  combinations  which
result  in the  Company  holding  passive  investment  interests  in a number of
entities,  the  Company  could be subject  to  regulation  under the  Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment  company and could be expected to incur  significant  registration
and compliance costs. The Company has obtained no formal  determination from the
Securities  and Exchange  Commission  as to the status of the Company  under the
Investment  Company Act of 1940 and,  consequently,  any  violation  of such Act
would subject the Company to material adverse consequences.  The Company's Board
of Directors  unanimously approved a resolution stating that it is the Company's
desire to be exempt from the  Investment  Company  Act of 1940 under  Regulation
3a-2 thereto.

Lock-Up Agreement

     Each  of the  officers  and  directors  of the  Company  has  executed  and
delivered a "lock-up" letter agreement  affirming that they shall not sell their
respective  shares of the Company's  common stock until such time as the Company
has entered into a merger or acquisition agreement,  or the Company is no longer
classified as a "blank check" company, whichever first occurs.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     Alan Schram, an officer and director of the Company,  has agreed to provide
the necessary funds,  without interest,  for the Company to comply with the 1934
Act,  provided  that he is an  officer  and  director  of the  Company  when the
obligation is incurred. All advances are interest-free.

     In  addition,  since  the  Company  has had no  operating  history  nor any
revenues or earnings from  operations,  with no significant  assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination. This may result in the Company incurring a net operating loss which
will  increase   continuously  until  the  Company  can  consummate  a  business
combination with a profitable business  opportunity.  There is no assurance that
the Company can  identify  such a business  opportunity  and  consummate  such a
business combination.


                                       14
<PAGE>


ITEM 7.       FINANCIAL STATEMENTS

                          Index to Financial Statements


Independent Auditors' Report................................F-1

Audited Financial Statements -

       Balance Sheet .......................................F-2

       Statements of Operations.............................F-3

       Statement of Stockholders' Equity ...................F-4

       Statements of Cash Flows.............................F-5

       Notes to Financial Statements........................F-6









                                       15
<PAGE>


                          INDEPENDENT AUDITORS' REPORT





TO THE BOARD OF DIRECTORS OF ROYAL HOLIDAY MOBILE ESTATES:

We have audited the  accompanying  balance sheet of Royal Holiday Mobile Estates
(A Development Stage Company) as of December 31, 2000 and the related statements
of operations,  stockholders' equity and cash flows for each of the two years in
the period  ended  December  31, 2000 and for the period  from  November 2, 1992
(inception)  to  December  31,  2000.   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 auditing standards generally accepted
in the United States. 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 Royal Holiday Mobile Estates as
of December  31, 2000 and the results of its  operations  and its cash flows for
each of the two years in the period  ended  December 31, 2000 and for the period
from  November 2, 1992  (inception)  to December  31,  2000 in  conformity  with
generally accepted accounting principles in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 of the
accompanying  financial  statements,  the Company has no  established  source of
revenue, which raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to this matter is also discussed in Note 1.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.



                                     STONEFIELD JOSEPHSON, INC.
                                     Certified Public Accountants

Santa Monica, California
April 2, 2002


                                       F-1

<PAGE>


                          ROYAL HOLIDAY MOBILE ESTATES
                          (A Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2000



         ASSETS
      TOTAL ASSETS                                      $        -
                                                        =============

         LIABILITIES AND STOCKHOLDERS' EQUITY
      TOTAL LIABILITIES                                 $        -
                                                        -------------

      STOCKHOLDERS' EQUITY:
       Preferred stock, $0.001 par value;
          10,000,000 shares authorized;
          none issued and outstanding                            -
       Common stock, $0.001 par value;
         75,000,000 shares authorized;
         1,121,000 shares issued and
         outstanding                                            1,121
       Additional paid-in capital                               7,484
       Deficit accumulated during the
        development stage                                      (8,605)
                                                        -------------

      TOTAL STOCKHOLDERS' EQUITY                                 -
                                                        -------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
        EQUITY                                          $        -
                                                        =============













    The accompanying notes are an integral part of the financial statements

                                       F-2


<PAGE>


                          ROYAL HOLIDAY MOBILE ESTATES
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



                                                                   For the
                                                                 Period from
                                   For The Year Ended           November 2, 1992
                                      December 31,              (inception) to
                                ------------------------         December 31,
                                   2000           1999               2000
                                ---------     ----------        ---------------

  REVENUE                       $       -     $        -        $             -

  ADMINISTRATIVE EXPENSES           3,000              -                  8,605
                                ---------     ----------        ----------------

  NET LOSS                      $  (3,000)    $        -        $        (8,605)
                                =========     ==========        ===============

  NET LOSS PER COMMON SHARE
  - basic and diluted           $  (0.003)    $        -        $        (0.008)
                                =========     ==========        ===============

  WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES
  OUTSTANDING
  - basic and diluted           1,121,000      1,121,000              1,121,000
                                =========     ==========         ==============












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

                                       F-3


<PAGE>


<TABLE>
<CAPTION>
                          ROYAL HOLIDAY MOBILE ESTATES
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY


                                                                          Deficit
                                                                        Accumulated
                                       Common Stock      Additional     During the        Total
                                   -------------------    Paid-In       Development    Stockholders'
                                    Shares     Amount     Capital          Stage          Equity
                                   -------     --------  ------------   -----------    ------------
  <S>                              <C>         <C>        <C>           <C>            <C>
  Balance, November 2, 1992              -     $     -    $       -     $      -       $         -

  Issuance of common stock
  for cash on November 2, 1992
  at $0.005 per share              1,121,000     1,121        4,484            -             5,605

  Net loss                               -           -            -       (5,605)           (5,605)
                                   ---------   --------   ---------     -----------    -----------
  Balance, December 31, 1992       1,121,000     1,121        4,484       (5,605)                -

  Net loss from 1993 to 1997             -           -            -            -                 -
                                   ---------   --------   ---------     -----------    -----------
  Balance, December 31, 1997       1,121,000     1,121        4,484       (5,605)                -

  Net loss                               -           -            -            -                 -
                                   ---------   --------   ---------     -----------    -----------
  Balance, December 31, 1998       1,121,000     1,121        4,484       (5,605)                -

  Net loss                               -           -            -            -                 -
                                   ---------   --------   ---------     -----------    -----------
  Balance, December 31, 1999       1,121,000     1,121        4,484       (5,605)                -

  Net loss                               -           -            -       (3,000)           (3,000)
  Contribution by officer                -           -        3,000            -             3,000
                                   ---------   --------   ---------     -----------    -----------
  Balance, December 31, 2000       1,121,000     1,121        7,484       (8,605)                -
                                   =========   ========   =========     ===========    ===========
</TABLE>





     The accompanying notes are integral part of the financial statements.

                                       F-4


<PAGE>


                          ROYAL HOLIDAY MOBILE ESTATES
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS


                                                                    For the
                                                                  Period from
                                   For The Year Ended           November 2, 1992
                                      December 31,               (inception) to
                                ------------------------          December 31,
                                   2000           1999                2000
                                ---------     ----------        ---------------
   CASH FLOWS FROM
   OPERATING ACTIVITIES:
           Net loss             $  (3,000)     $       -         $      (8,605)
                                ---------      ---------         -------------


   CASH FLOWS FROM FINANCING
   ACTIVITIES:
      Issuance of common
        stock for cash                  -              -                 5,605
      Contribution by officer       3,000                                3,000
                                ---------      ---------         -------------

  Net cash provided by
    Financing activities            3,000              -                 8,605
                                ---------      ---------         -------------


   Net change in cash
    and cash equivalents                -              -                     -
                                ---------      ---------         -------------

   Cash and cash equivalents
    - beginning of period               -              -                     -
                                ---------      ---------         -------------

   Cash and cash equivalents
    - ending of period          $       -      $       -         $           -
                                =========      =========         =============



SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during the year -
     Interest paid              $       -      $       -         $           -
                                =========      =========         =============
     Income taxes paid          $       -      $       -         $           -
                                =========      =========         =============


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

                                       F-5

<PAGE>


                          ROYAL HOLIDAY MOBILE ESTATES
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

   NOTE 1 -    DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

               Nature of Operations
               --------------------
               Royal  Holiday  Mobile  Estates  (the  "Company")  is currently a
               development  stage company  under the  provisions of Statement of
               Financial  Accounting  Standards  ("SFAS") No. 7. The Company was
               incorporated under the laws of the State of Nevada on November 2,
               1992.  It is  management's  objective  to seek a  merger  with an
               existing operating company.

               Basis of Presentation
               ---------------------
               The  accompanying  financial  statements  have been  prepared  in
               conformity with generally accepted accounting  principles,  which
               contemplate  continuation  of the  Company  as a  going  concern.
               However,  the Company has no established source of revenue.  This
               factor raises  substantial  doubt about the Company's  ability to
               continue as a going  concern.  Without  realization of additional
               capital,  it would be  unlikely  for the Company to continue as a
               going  concern.  The  financial  statements  do not  include  any
               adjustments  relating to the recoverability and classification of
               recorded  asset  amount,   or  amounts  and   classification   of
               liabilities  that might be necessary should the Company be unable
               to continue in existence.  It is  management's  objective to seek
               additional  capital  through a merger with an existing  operating
               company.

               Use of Estimates
               ----------------
               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.

               Cash and Cash Equivalents
               -------------------------
               The Company  considers  all highly liquid  investments  purchased
               with  original  maturities  of  three  months  or less to be cash
               equivalents.


                                       F-6

<PAGE>


                          ROYAL HOLIDAY MOBILE ESTATES
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

   NOTE 1 -    DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
               (Continued)

               Income Taxes
               ------------
               Income taxes are provided  for based on the  liability  method of
               accounting  pursuant  to SFAS No.  109,  "Accounting  for  Income
               Taxes".  Deferred  income taxes,  if any, are recorded to reflect
               the tax  consequences on future years of differences  between the
               tax bases of assets and liabilities and their financial reporting
               amounts at each year-end.

               Loss Per Share
               ------------------
               SFAS  No.  128,   "Earnings  (Loss)  Per  Share",   requires  the
               presentation  of basic loss per share and diluted loss per share.
               The  computation  of basic loss per share is computed by dividing
               loss  available to common  stockholders  by the weighted  average
               number of  outstanding  common shares during the period.  Diluted
               loss per share  gives  effect to all  dilutive  potential  common
               shares  outstanding during the period. The computation of diluted
               loss per share does not assume conversion, exercise or contingent
               exercise of securities that would have an antidilutive  effect on
               loss per share.

               Comprehensive Income
               --------------------
               As of December 31, 2000,  the Company has no items that represent
               comprehensive  income and therefore,  has not included a schedule
               of comprehensive income in the accompanying financial statements.

               Recent Accounting Pronouncements
               --------------------------------
               In  July  2001,   the  FASB   issued   SFAS  No.  141   "Business
               Combinations."  SFAS No.  141  supersedes  Accounting  Principles
               Board ("APB") No. 16 and requires that any business  combinations
               initiated  after June 30,  2001 be  accounted  for as a purchase;
               therefore,  eliminating the pooling-of-interest method defined in
               APB 16. The statement is effective  for any business  combination
               initiated  after June 30,  2001 and shall  apply to all  business
               combinations  accounted for by the purchase  method for which the
               date of  acquisition  is July 1, 2001 or later.  The Company does
               not  expect  the  adoption  to  have  a  material  impact  to the
               Company's  financial  position or results of operations since the
               Company has not  participated  in such  activities  covered under
               this pronouncement.

                                       F-7


<PAGE>


                          ROYAL HOLIDAY MOBILE ESTATES
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

   NOTE 1 -    DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
               (Continued)

               Recent Accounting Pronouncements, continued
               -------------------------------------------
               In July 2001,  the FASB issued SFAS No. 142,  "Goodwill and Other
               Intangibles."  SFAS No. 142  addresses  the initial  recognition,
               measurement  and  amortization  of  intangible   assets  acquired
               individually  or with a group of  other  assets  (but  not  those
               acquired   in  a  business   combination)   and   addresses   the
               amortization  provisions  for excess  cost over fair value of net
               assets   acquired   or   intangibles   acquired   in  a  business
               combination.   The   statement  is  effective  for  fiscal  years
               beginning  after December 15, 2001, and is effective July 1, 2001
               for any intangibles acquired in a business combination  initiated
               after June 30, 2001.  The Company does not expect the adoption to
               have a material  impact to the  Company's  financial  position or
               results of operations.

               In  October  2001,  the  FASB  recently   issued  SFAS  No.  143,
               "Accounting  for Asset  Retirement  Obligations,"  which requires
               companies  to  record  the fair  value of a  liability  for asset
               retirement  obligations in the period in which they are incurred.
               The statement applies to a company's legal obligations associated
               with the retirement of a tangible  long-lived  asset that results
               from the  acquisition,  construction,  and development or through
               the normal operation of a long-lived  asset.  When a liability is
               initially  recorded,  the  company  would  capitalize  the  cost,
               thereby  increasing the carrying amount of the related asset. The
               capitalized asset retirement cost is depreciated over the life of
               the  respective  asset  while the  liability  is  accreted to its
               present value.  Upon settlement of the liability,  the obligation
               is settled at its recorded amount or the company incurs a gain or
               loss. The statement is effective for fiscal years beginning after
               June 30, 2002. The Company does not expect the adoption to have a
               material impact to the Company's financial position or results of
               operations.

               In October 2001,  the FASB issued SFAS No. 144,  "Accounting  for
               the Impairment or Disposal of Long-Lived  Assets".  Statement 144
               addresses the  accounting  and  reporting  for the  impairment or
               disposal of long-lived  assets.  The statement  provides a single
               accounting  model for  long-lived  assets to be disposed  of. New
               criteria   must  be  met  to  classify  the  asset  as  an  asset
               held-for-sale.  This  statement  also  focuses on  reporting  the
               effects of a disposal of a segment of a business.  This statement
               is effective for fiscal years  beginning after December 15, 2001.
               The  Company  does not  expect  the  adoption  to have a material
               impact  to  the  Company's   financial  position  or  results  of
               operations.

                                      F-8

<PAGE>


                          ROYAL HOLIDAY MOBILE ESTATES
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 2 -       RELATED PARTY TRANSACTIONS

               The  Company  neither  owns  nor  leases  any  real  or  personal
               property.  An officer of the  Company  provides  office  services
               without  charge.  Such  costs  are  immaterial  to the  financial
               statements and, accordingly, have not been reflected therein. The
               officers/directors  of the Company are involved in other business
               activities  and may,  in the  future,  become  involved  in other
               business opportunities which may be in conflict with the Company.
               If a business opportunity becomes available for the Company, such
               persons may face a conflict in selecting  between the Company and
               their other business interests.  The Company has not formulated a
               policy for the resolution of such conflicts.

               The Company  incurred legal and accounting  fees of $3,000 in the
               year ended December 31, 2000 which were paid by an officer of the
               Company.  The officer does not expect this amount to be paid back
               by  the  Company  and  therefore  the  amount  is  considered  as
               additional paid-in capital.

NOTE 3         STOCKHOLDERS' EQUITY

               In April 2000, the Company restated its Articles of Incorporation
               to  designate  10,000,000  shares of  preferred  stock with a par
               value of $0.001  and  increase  the  authorized  number of common
               stock  from  25,000  to  75,000,000  shares  with a par  value of
               $0.001.

               The Board of Directors is authorized to provide from time to time
               for the  issuance of shares of  preferred  stock in series and to
               fix  and  determine  from  time to  time,  before  issuance,  the
               designation  and relative rights and preferences of the shares of
               each  series  of  preferred   stock  and  the   restrictions   or
               qualifications.  As of December 31, 2000, no preferred  stock nor
               designations of preferred stock have been determined.

               In April  2000,  the  Company  completed  a forward  split of its
               common stock 100:1, thus increasing the number of outstanding and
               issued  shares  of the  Company's  common  stock  from  11,210 to
               1,121,000.

               All  applicable  share and per  share  data  presented  have been
               adjusted for the stock splits.

                                       F-9

<PAGE>


ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTING AND FINANCIAL
              DISCLOSURE

     Effective April 6, 2001 the Company  retained  Stonefield  Josephson,  Inc.
("Stonefield") to act as the Company's  independent certified public accountant.
In this regard Stonefield  replaced  Merdinger,  Fruchter,  Rosen & Corso, P.C.,
(MFR&C) which audited the Company's  financial  statements  for the fiscal years
ended  December 31, 1999 and 1998 and for the period from November 2, 1992 (date
of  inception)  to  December  31,  1999.  MFR&C  stated  in their  report to the
Company's  financial  statements for the years ended December 31, 1999 and 1998,
and for the period from  November 2, 1992 (date of  inception)  to December  31,
1999 that,  because  the  Company has no  established  source of revenue,  which
raises substantial doubt about its ability to continue as a going concern.

     With the exception of the foregoing, the report of MFR&C for the year ended
December  31,  1999 and 1998 and for the period  from  November 2, 1992 (date of
inception)  to  December  31,  1999  did not  contain  an  adverse  opinion,  or
disclaimer  of opinion  and was not  qualified  or modified as to audit scope or
accounting principles. During the period ended December 31, 1998, the year ended
December 31, 1999 and subsequent interim periods, there were no disagreements by
the Company  with MFR&C on any matter of  accounting  principles  or  practices,
financial   statement   disclosure  of  auditing  scope  or  procedures,   which
disagreements, if not resolved to the satisfaction of MFR&C would have caused it
to make reference to such disagreements in its report.

     The change in the Company's auditors was approved by the board of directors
of the Company.  The Company does not currently have an audit committee.

     During the two most recent fiscal years and subsequent interim periods, the
Company did not consult  Stonefield  regarding  the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  financial  statements,
or any matter that was the subject of a disagreement or a reportable event.



                                    PART III

ITEM 9.      Directors, Executive Officers, Promoters, and Control Persons:
              Compliance With Section 16(a) of the Exchange Act

The  following  table lists the names,  ages,  and  positions  of the  executive
officers  and  directors  of the  Company  that  served  during the year  ending
December 31, 2000. All officers and directors have been appointed to serve until
their successors are elected and qualified. Additional information regarding the
business experience,  length of time served in each capacity,  and other matters
relevant to each individual is set forth following the table.

  Name                           Age        Position
  ----                           ---        --------

Alan Schram                      31        President/Secretary/Treasurer
                                            and sole Director



                                       16
<PAGE>


Resume

Alan Schram
-----------

Alan Schram is the sole Director and Officer of the Company,  and has been since
January 1, 2000.  Since 1997,  he has been a Portfolio  Manager with  Wellington
Capital Management, based in Los Angeles.

Mr. Schram received an MBA from UCLA's Anderson Business School in 1997.


      Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors  and  executive  officers,  and  persons  who own more than 10% of the
Company's  Common Stock,  to file with the  Securities  and Exchange  Commission
initial  reports of  beneficial  ownership  and reports of changes in beneficial
ownership of Common Stock of the Company.  Officers,  directors and greater than
10%  shareholders  are required by the  Securities  and Exchange  Commission  to
furnish the Company with copies of all section  16(a)  reports they file.

Alan  Schram was late in the filing of a Form 3, but it has been filed as of the
date of filing of this report.



                                       17
<PAGE>


ITEM 10.     EXECUTIVE COMPENSATION

The following table sets forth the compensation of the Chief Executive  Officers
for the fiscal years ended December 31, 2000 and 1999.

                           Summary Compensation Table

                                   Annual Compensation   Long-term Compensation
                                 --------------------- -------------------------
                                                        Restricted
                        Fiscal        Salary/             Stock
Name                     Year          Fees      Bonus   Awards (#)   Options(#)
------------------     ---------    ------------ -----   ----------  -----------
Hagit Bernstein (1)        1999            0        0        0            0
Alan Schram                2000            0        0        0            0

(1) Ms. Bernstein resigned as an officer and director on January 1, 2000.


Compensation to Directors
-------------------------
None


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth the Common Stock  ownership  information  as of
December 31, 2000 with respect to (i) each person known to the Company to be the
beneficial  owner of more  than 5% of the  Company's  Common  Stock;  (ii)  each
director  of the  Company;  and  (iii) all  directors,  executive  officers  and
designated  stockholders  of the  Company  as a group.  This  information  as to
beneficial ownership was furnished to the Company by or on behalf of the persons
named.  Unless  otherwise  indicated,  each has sole voting and investment power
with respect to the shares beneficially owned.

                                        Number of Shares
                                         Of Common Stock          Percentage
Beneficial Owner                        Beneficially Owned        of Total (1)
----------------                       -------------------       -------------

Hagit Bernstein                               200,000               17.8%
Raphi Shram                                   200,000               17.8%
Naomi Shram                                   195,000               17.4%

Alan Schram                                     -0-                   --

All Officers and Directors                      -0-                   --
as a Group (1 individual)

-------------
(1)  Percentage  of  ownership  is based on  1,121,000  shares of  common  stock
     outstanding as of December 31, 2000.


ITEM 12.         Certain Relationships and Related Transactions

Not applicable

                                       18
<PAGE>


                                     PART IV

ITEM 13.     Exhibits and Reports on Form 8-K

     (a)  Reports on Form 8-K.

          No Current  Reports on Form 8-K were filed  during the last quarter of
     the fiscal year.


     (b)  Exhibits


Exhibit
Number                Description
-------               -----------
  (3)     Articles of Incorporation and Bylaws

          3.1.1   Articles of Incorporation *

          3.1.2   Amendment of Articles of Incorporation *

          3.2     Bylaws *

  (12)    Lock-Up Agreement

          12.1    Hagit Bernstein *

          12.2    Raphi Shram *

          12.3    Naomi Shram *

16.1     Letter on Change of Accountants **

     * Filed as an exhibit to the Company's Registration Statement on Form 10SB,
filed April 10, 2000,  SEC File Number  000-30261,  and  incorporated  herein by
reference.

     ** Filed as Exhibit  99.1 to the  Company's  Report on Form 8-K filed April
16, 2001 and incorporated herein by reference.






                                       19
<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) to 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 on this 18th day of
April, 2002.


                                   ROYAL HOLIDAY MOBILE ESTATES


                                 BY:  /s/ Alan Schram
                                      ------------------------
                                      Alan Schram, Chairman
                                      (Chief Executive 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 Company and in
the capacities and on the dates indicated.



Date: April 18, 2002                 /s/ Alan Schram            President,
                                    --------------------        Secretary,
                                        Alan Schram             Treasurer,
                                                                Director







                                       20