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

                                 AMENDMENT NO. 3
                                   FORM 10-K/A

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                   For the fiscal year ended October 31, 2000

                                       or

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                         Commission File Number 0-16448

<TABLE>
   
                                  <c>                                   <c>

                               HOLIDAY RV SUPERSTORES, INC.
IRS Employer ID No.         200 East Broward Blvd., Suite 920        State of Incorporation
   59-1834763                  Fort Lauderdale, FL 33301                    Delaware
                                    (954) 522-9903
</TABLE>


     Securities registered pursuant to Section 12(b) of the Act: None

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in a definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of voting stock held by non-affiliates as of February
7, 2001,  was  approximately  $12,000,000.  As of February  7, 2001,  Holiday RV
Superstores, Inc. had outstanding 7,904,300 shares of Common Stock.

                      Documents incorporated by reference:


                                      None



<PAGE>

                                EXPLANATORY NOTE

This  Amendment  No.  3 on Form  10-K/A  is  being  filed  with  respect  to the
Registrant's  Annual  Report on Form 10-K for the fiscal year ended  October 31,
2000 filed with the Securities and Exchange  Commission  ("SEC") on February 13,
2001 (the "Form  10-K") ,  Amendment  No. 1 on Form 10-K/A filed on February 28,
2001 and Amendment No. 3 on Form 10-K/A filed on April 27, 2001 . This amendment
is being filed in response to the SEC's comments  received in connection  with a
review of the Registrant's 2000 Form 10-K and Amendments  thereto as part of the
review of the  Registrants  Form S-3 filed with the SEC on July 11,  2001.  This
amendment  includes certain enhanced  disclosures and  reclassifications  to the
Registrant's  consolidated  financial  statements and notes thereto for the year
ended  October  31,  2000  in  certain   areas  such  as  accounting   policies,
acquisitions, stock options and cash flows.

Any items in the Form 10-K that are not expressly changed hereby shall be as set
forth in the Form 10-K.  All  information  contained in this Amendment No. 3 and
the Form 10-K is  subject to  updating  and  supplementing  as  provided  in the
Company's  periodic  reports filed with the SEC  subsequent to the filing of the
Form 10-K.

<PAGE>
                                TABLE OF CONTENTS


Item                                                                     Page

PART I

1.       Business                                                          2
2.       Properties                                                       10
3.       Legal Proceedings                                                11
4.       Submission of Matters to a Vote of Security Holders              12

PART II

5.       Market for the Registrants Common Equity and Related
           Stockholder Matters                                            12
6.       Selected Financial Data                                          13
7.       Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                      14
7A.      Quantitative and Qualitative Disclosure About Market Risk        25
8.       Financial Statements and Supplementary Data                      26
9.       Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                       26

PART III

10.      Directors and Executive Officers of the Registrant               26
11.      Executive Compensation                                           29
12.      Security Ownership of Certain Beneficial Owners                  31
13.      Certain Relationships and Related Party Transactions             32

PART IV

14.      Exhibits, Financial Statement Schedules, and Report on Form 8-K  32

<PAGE>
                          HOLIDAY RV SUPERSTORES, INC.

                                     PART I

ITEM 1. BUSINESS

GENERAL

     Holiday RV Superstores,  Inc. is a multi-store  chain engaged in the retail
sales,  financing,  and  service  of  recreation  vehicles,  or RVs,  and  other
recreation vehicles. We have grown substantially over the last five years as the
result of strategic acquisitions. As of 1995, we had eight locations, which sold
RVs and marine vehicles.  In November 1999, we added four Florida RV dealerships
through  an  acquisition,  and in March  2000,  we  acquired  two RV and  marine
dealerships,  including one in Virginia and one in West Virginia.  Also in March
2000,  we acquired  the assets of a Florida RV  dealership.  In October  2000 we
acquired a Kentucky RV dealership. During the last five years we also closed one
dealership.

     Holiday  currently  operates 14 retail  centers,  five in central and north
central  Florida,  two in the gulf coast areas of Tampa and Ft. Myers,  Florida,
one in Spartanburg, South Carolina, two in California's central valley cities of
Roseville and  Bakersfield,  one in Las Cruces,  New Mexico,  one in Prosperity,
West Virginia,  one in  Wytheville,  Virginia,  and one in Lexington,  Kentucky.
Holiday  operates on a fiscal year  beginning  on the first day of November  and
ending on the last day of October. References herein to "Holiday," "we," "us" or
"our" refer to Holiday RV Superstores,  Inc. and its  consolidated  subsidiaries
unless the context specifically requires otherwise.

     We were  incorporated in Florida in 1978 and  reincorporated in Delaware in
January 2000. Our initial public offering was in 1987.

RECREATION VEHICLE INDUSTRY

     The  recreation  vehicle  industry is a $16 billion a year  industry in the
United States. The RV industry caters to the travel and leisure time needs of an
estimated 30 million RV  enthusiasts  through the sale and service of recreation
vehicles. The Recreation Vehicle Industry Association (RVIA) lists the number of
new RVs shipped to dealers as follows:

                  Manufacturer shipments of new RVs to Dealers

<TABLE>
        
              <c>              <c>              <c>               <c>             <c>
                        1999             1998             1997              1996           1995
                    -------------    -------------    --------------     -----------    ------------
 New RV shipments      321,200          292,700          254,500            247,500       247,000
</TABLE>

  Industry Outlook

     According  to industry  data,  the average RV owner is 49, owns a home,  is
married,  has a household income of $47,000, has no children living at home, and
buys an RV in order to travel.

     One  in ten  American  families  in the  United  States  owns a  recreation
vehicle, with over nine million vehicles on the road and an estimated 30 million
RV travelers. Projections by the RVIA indicate that RV ownership should increase

                                       2
<PAGE>
21% from 8.6 million  households in 1997 to an estimated 10.4 million households
in 2010.  This projection is based primarily on a large number of "baby boomers"
reaching their peak earnings (and likewise,  vacation) years during this period.
The U.S.  Census  Bureau  confirms the expected  high growth of the baby boomers
segment of the U.S.  population.  Additional  information  regarding RV industry
demographics is provided under "Customer Base" later in this Item 1.

     The RV industry has recognized the baby boomer  opportunity and embarked in
the spring of 1997 on a highly  publicized  national market  expansion  program.
This  program  is aimed at  showing  the  lifestyle  appeal of RVing to the baby
boomers.  The campaign slogan "Go RVing"  accurately  portrays the industry in a
very favorable light, offering solitude, family time and the opportunity to slow
down and reconnect with the world around us.

PRINCIPAL PRODUCTS AND SERVICES

     Our  principal  products  and  services for the last three years are listed
below, by major revenue source, as a percentage of total revenue.

<TABLE>
                        
                                         <c>              <c>              <c>
         Principal product or service                              2000              1999             1998
         --------------------------------------------------    -------------      ------------    -------------

         New and used vehicles and boats......................        90.7             88.7           87.0
         Service, parts and accessories.......................         6.1              7.7            9.3
         Other, net...........................................         3.3              3.6            3.7

         Total revenue.................................              100.0            100.0          100.0
</TABLE>

  New and used vehicles and boats

     The types of RVs that we sell  consist  primarily  of travel  trailers  and
towables,  or fifth wheels,  motorized  self-propelled units built on automotive
chassis, or motorized vehicles that are powered by gasoline or diesel motors.

Towables:  travel  trailers,  including  fifth-wheel  travel  trailers,  folding
           camping trailers and truck campers--a  recreation  camping unit
           designed to be loaded onto, or affixed to, the bed of a chassis of a
           truck

Motorized: self-propelled  units  built  on  automotive  chassis  or  motorized
           vehicles  powered by gasoline or diesel  motors,  including  the
           following three classes:

     1.   Class A - Conventional motor homes: the manufacturer  constructs class
          A's on a chassis that already has the engine and drive components;

     2.   Class B - Van Campers:  panel-type vans to which the manufacturer adds
          sleeping  facilities,  kitchen  and  toilet  facilities,  fresh  water
          storage, 110 volt hook-up and other items; and

     3.   Class C - Mini-motor  Homes:  built on an automated  manufactured  van
          frame with an attached cab section,  or on an automotive  manufactured
          cab  and  chassis.   The  manufacturer   completes  the  body  section
          containing the living area and attaches it to the cab section. For the
          van  conversion,  the  manufacturer  modifies a completed  van chassis
          aesthetically  or  decoratively in appearance for  transportation  and
          recreational purposes.

                                      3
<PAGE>

     Currently,  there are many manufacturers of both towable and motorized RVs.
Although there are several sources for manufactured conventional vans, there are
only four major manufacturers in the United States supplying chassis with engine
and  drive  components  to the RV  manufacturers.  These  are  Workhorse  Custom
Chassis,  Ford  Motor  Company,  Freightliner  Corporation  and  Spartan  Motors
Corporation.  Ford  Motor  Company  is the  largest  supplier  of  chassis to RV
manufacturers.

     Fuel consumption for motorized RVs has improved substantially over the last
several years.  Diesel engines are growing in popularity over gasoline  engines,
primarily in the larger bus-type vehicles.

  Service, parts and accessories

     Service remains central to our mission of becoming the RV industry's  first
national  brand.  Recognizing  that poor  service  continues  to top the list of
consumer  complaints,  we have made a commitment  to provide  reliable,  quality
service at all of our 14 retail locations.  We enjoy a first-mover  advantage in
this untapped  niche and plan to introduce a branded  service  product along the
lines of the Mr. Goodwrench(R) chain of automotive repair facilities.

     Service  historically  provides  higher  margins than sales of new and used
vehicles  and   accessories.   We  plan  to  focus  on  growing  sales  of  such
higher-margin  products as service,  insurance  and  financing.  We also plan to
introduce key components of our service strategy, including a brand name, at key
industry  events  throughout  fiscal  2001.  This focus on service  will further
distinguish us from our competitors.

     We maintain service  facilities that are fully equipped to handle virtually
any type of RV. We are a factory  designated  chassis warranty service center of
Gillig,  Chevrolet Division of General Motors,  Freightliner Motors,  Workhorse,
and Spartan Motors,  which reimburse us for such warranty services.  Four of our
locations,  Spartanburg,  Las  Cruces,  Prosperity  and  Wytheville,  are  fully
equipped to repair all brands of boats and motors sold.

     Our service facilities are equipped to make engine and drive train repairs,
as well as repairs to refrigerators, ovens and ranges, air conditioning systems,
plumbing and  electrical  systems of each RV it sells.  In  addition,  we are an
authorized service center for most manufacturers of RV components.

     We maintain  service  agreements with most RV and marine  companies.  These
companies provide us with service agreements that allow us to purchase parts and
obtain technical  assistance needed to repair and service their vehicles,  boats
and equipment. We also have a supply of propane gas for resale at all locations,
and provide sewage dump stations for RV waste evacuation.

     The parts  department of each retail center  supports our sales and service
functions.  In addition, each retail center stocks accessory items, usually sold
to RV owners, and maintains a computerized  point-of-purchase  inventory control
and customer  tracking  system.  The  Spartanburg,  Las Cruces,  Prosperity  and
Wytheville  centers  maintain  inventories of marine parts and  accessories  for
marine products sold.

 Finance and Insurance

     We also assist our  customers in obtaining  financing by referring  them to
certain  banks that offer  financing  for RV  purchases.  In addition,  we offer
service  contracts that provide  additional  warranty coverage on RVs or some RV
parts  after the  original  warranty  expires,  and various  types of  insurance
policies to pay a  customer's  RV loans if the  customer  dies or is  physically
disabled.


                                       4
<PAGE>
GROWTH STRATEGIES

  Same-store revenue growth

     We expect to grow our  revenue via  increases  in  same-store  sales due to
growth of the baby boomers  segment of the population  (See  "Industry  Outlook"
near the beginning of this Item 1).

  New-store revenue growth

     A significant  part of our growth  strategy is focused on  capitalizing  on
consolidation  opportunities  available in the highly  fragmented RV industry by
opening   additional   dealership   locations  and  implementing  our  operating
strategies consistently across a growing dealership network. Until recently, our
strategy focused on acquiring additional dealers and improving their performance
and profitability through the implementation of our operating strategies.

  Strategic acquisitions

     In executing on our  growth-through-acquisition  strategy,  our acquisition
focus was in the following areas:

     1.   Well-established RV dealers in geographic markets not currently served
          by our  operating  subsidiaries,  particularly  in areas  with  strong
          demographics;

     2.   Dealers that, while located in attractive geographic markets, were not
          able to realize  favorable  market  share or  profitability  and could
          benefit from our systems and operating strategies; and

     3.   Dealers in the markets where we currently  operate when  operating and
          marketing   efficiencies   could  be  obtained  by  the   addition  of
          dealerships.

     We also  sought  to  expand  our  range of  product  lines  and our  market
penetration  by acquiring  dealers that  distribute  RV product  lines that were
different  than we currently  offer.  As a result of the  considerable  industry
experience and  relationships  of our  management  team, we believe we were well
positioned  to identify and  evaluate  acquisition  candidates  and assess their
growth prospects,  the quality of their management teams, their local reputation
with customers,  and the suitability of their locations.  We believe that we are
regarded as an attractive acquirer of dealers because of:

     1.   Our  historical  performance  and the experience and reputation of our
          management team within the industry;

     2.   Our decentralized operating strategy, which enables the managers of an
          acquired  dealer  to  continue  their  involvement  in the  dealership
          operations;

     3.   The ability of  management  and  employees  of an  acquired  dealer to
          participate  in our  growth  and  expansion  through  potential  stock
          ownership and career development opportunities; and

     4.   Our  ability  to offer  liquidity  to the owners of  acquired  dealers
          through the receipt of publicly traded stock or cash.

     We closed the following acquisitions over the last two years as we executed
our acquisition strategy:

                                       5
<PAGE>
     COUNTY LINE  ACQUISITION.  This  acquisition  was completed on November 11,
1999,  when we  purchased  100% of the  outstanding  common stock of County Line
Select Cars, Inc. from its  shareholders,  Armando Alonso and Francisco  Alonso.
County  Line's  annual  revenue  was  approximately  $70  million  prior  to the
acquisition.  The County Line purchase helped us establish a leadership position
in  Florida by  expanding  the number of  dealerships  in Florida  from three to
seven.  The acquisition  also  strengthened  our depth of management.  The total
purchase price paid to the  shareholders  for the common stock was $6.5 million,
consisting  of $5.0  million  cash and $1.5  million in notes  convertible  into
Holiday  common  stock.  In addition,  we advanced $1.6 million in cash to repay
existing loans from the  shareholders  to County Line. The notes are convertible
after two years at a  conversion  price of $7.50  per  share of  Holiday  common
stock. Prior to the acquisition, County Line operated five RV Dealerships in the
Florida  locations of Clermont,  Inverness and Ocala. The product mix for County
Line is similar to ours.  Both companies sell  popularly  priced  motorhomes and
towable RVs.

     LUKE POTTER ASSET PURCHASE.  On March 17, 2000, Holiday entered into a real
estate lease with and acquired inventory and selected operating assets from Luke
Potter Winnebago in Winter Garden, Florida, in connection with the relocation of
its Orlando, Florida dealership.

     LITTLE  VALLEY  ACQUISITION.  On March 1, 2000,  we  purchased  100% of the
outstanding  stock of Little Valley Auto & RV Sales,  Inc. Little Valley has two
dealerships,  one in Prosperity, West Virginia and one in Wytheville,  Virginia.
Little  Valley's  annual  revenue was  approximately  $13  million  prior to the
acquisition. The Little Valley purchase expands our platform in the Mid-Atlantic
States.  The  quality of  management  and the  historical  profitability  of its
operations fell well within our acquisition  criteria.  The total purchase price
paid to the shareholders  was $3.4 million,  consisting of $1.7 million cash and
$1.7  million in a note  convertible  into  Holiday  common  stock.  The note is
convertible  after two years at a conversion price of $7.50 per share of Holiday
common stock.  Prior to the acquisition,  Little Valley sold boats,  motorcycles
and all terrain vehicles.  We intend to continue these operations as part of our
national chain of RV and boat sales and service centers.

     HALL ENTERPRISES ACQUISITION. On October 31, 2000, we purchased 100% of the
outstanding  stock of Hall  Enterprises,  Inc. The total purchase price was $1.3
million and consisted of 300,000  shares of  unregistered  Holiday common stock.
Holiday may be  required to pay  additional  contingent  consideration  of up to
100,000 shares of Holiday common stock if certain  pre-tax  earnings  levels are
achieved  in fiscal  2001 and 2002.  Hall  Enterprises,  Inc.  consisted  of one
dealership in Lexington,  Kentucky.  Hall's annual revenue was approximately $12
million prior to the  acquisition.  This  acquisition  expands our  Mid-Atlantic
dealerships from three to four.

     We also entered into two additional  agreements for acquisitions in October
2000. One related to Emerald Coast RV Center, Inc., an independent  full-service
retailer  on the Gulf  Coast and the other  related  to  Village  RV,  Inc.,  an
independent,  full-service RV dealership in California.  However, because of the
changing economic climate and the results of our due diligence  investigation of
these acquisition candidates,  management determined that it would not be in the
best interests of Holiday and its stockholders to consummate these transactions.
These  agreements were  subsequently  terminated by the mutual  agreement of the
parties.

     We are currently  developing a business  strategy that will focus on adding
additional   dealerships  through  strategic   partnerships  or  by  leasing  or
purchasing  property and building new  facilities.  We believe that these growth
alternatives may prove to be more cost-effective than growth-through-acquisition
because the goodwill  associated with our prior  acquisitions  has not proved to
contribute greatly to the dealerships' future revenues.

                                       6
<PAGE>

   Number of dealerships

                          Fiscal Year ended October 31,
<TABLE>
        
                     <c>            <c>              <c>          <c>           <c>
                               2000           1999            1998          1997          1996
                            ----------    ------------    ------------   ----------    ----------
Open at beginning of year        7              7               8             8             8
Opened during year               -              -               -             -             -
Acquired during year             7              -               -             -             -
Closed during year               -              -               1             -             -
                            ----------    ------------    ------------   ----------    ----------
Open at end of year             14              7               7             8             8
</TABLE>

MARKETING

     We launched a national  branding  strategy in December 1999 to  consolidate
and rebrand the various operating names of our subsidiaries  under the new trade
name,  Recreation USA. The new trade name better reflects our corporate identity
and solidifies our acquisitions under a single,  recognizable brand that will be
memorable  with  customers.  While we phased in the Recreation USA trade name in
fiscal 2000, we operated under multiple trade names, including:

          1.   Recreation USA;
          2.   Holiday RV Superstores: the original name used by all dealerships
               owned by Holiday until October 1999;
          3.   County  Line  RV/Recreation  USA:  the  trade  name  of the  five
               dealerships  acquired in November 1999 as part of the County Line
               RV acquisition;
          4.   Little  Valley  RV/Recreation  USA:  the  trade  name  of the two
               dealerships  acquired in March 2000 as part of the Little  Valley
               acquisition; and
          5.   Hall's  Campers/Recreation  USA: the trade name of the dealership
               acquired in October 2000.

     This  strategy  capitalized  on the "brand  name  equity"  of the  acquired
dealerships  while the  Recreation USA trade name was gaining  recognition.  The
rebranding of the existing  dealerships to Recreation USA has been completed for
acquired  dealerships to date, and we intend to continue to use this strategy of
a phased in transition when acquiring new dealerships.

ADVERTISING AND PROMOTIONS

     We have a year-round advertising campaign utilizing newspapers,  magazines,
direct mail,  billboards,  website and yellow  pages.  We use national  consumer
magazines to increase  brand  awareness and company  recognition  of our growing
network  of RV  dealerships.  On-lot  promotions  and  off-lot  consumer  shows,
organized  by trade groups and private  companies,  supplement  the  advertising
program.  We  participate  in 35 to 40 consumer  RV shows and rallies  annually,
attended by up to 40,000  consumers  each. We also promote smaller product shows
at RV parks in which we  target  existing  RV  owners  in our  markets.  We also
promote off-site product shows in connection with well-known mass merchandisers.
We use the services of professional  advertising  and public  relations firms to
assist in implementing the advertising, promotion and public relations campaign.

                                       7
<PAGE>
E-COMMERCE

     We envision the  establishment of a first-class web presence as one of five
objectives  that  comprise the core of our  strategic  vision.  Our presence has
continually  evolved from its  beginnings  as a business  information  site that
contained price quote access creating prospective leads, all news releases,  and
all of Holiday's  filings with the SEC. Our first major enhancement was launched
in May  1999  as  www.RecUSA.com,  which  upgraded  our  information  site  to a
business-to-consumer  site introducing the industry's first "virtual dealership"
online.  Using  RecUSA.com,  consumers  can  browse  through  our new  and  used
inventory,  receive a  trade-in  quote,  choose  financing  and  insurance,  and
schedule  service for their RV or boat.  Purchases  through  Holiday's  Internet
sites  can  be  delivered  anywhere  through  Holiday's  nationwide   locations.
RecUSA.com  also  features an online parts and  accessories  catalog that allows
consumers to purchase RV supplies, camping equipment,  housewares,  hardware and
other  accessories  online along with special product and service discounts that
are only available on the Internet.

     Our web  presence is  designed  to  complement  our  nationwide  dealership
network by providing one easy access point of  information  and many  geographic
points of  delivery.  Some of our  customers  conduct  research on the  Internet
before coming into one of our dealerships to finalize this big-ticket  decision.
We sell RVs to a part of the nearly 15,000 people that visit www.RecUSA.com each
month to research  our  inventory,  order parts and  accessories  and learn more
about  Recreation USA and the RV experience.  We believe we have one of the most
comprehensive  e-commerce  efforts in the industry and expect  Internet sales to
increase significantly as a result of www.RecUSA.com.

CUSTOMER BASE

     Our customer  base  demographic  characteristics  vary from  dealership  to
dealership, but primarily are represented by the following tables.*
<TABLE>

           RV Ownership Rates by Age Groups**                           RV Ownership Rates by Income Group**
        
                              <c>                            <c>                         <c>
Age of householder              Percent of Ownership            Income of householder        Percent of Ownership
----------------------------    -----------------------         ------------------------     -----------------------
             18-24                        3.6%                           $15,000-                    3.8%
             25-34                        6.2%                   $15,000 - 24,999                    7.5%
             35-44                        9.4%                   $25,000 - 34,999                    8.9%
             45-54                       12.8%                   $35,000 - 49,999                   13.4%
             55-64                       16.4%                   $50,000 - 74,999                   13.2%
             65-74                       11.6%                           $75,000+                    9.0%
               75+                        5.5%
</TABLE>

*We obtained this information  from THE RV CONSUMER;  A DEMOGRAPHIC  PROFILE;  A
University of Michigan Study, RVIA. The tables summarize findings from the fifth
national survey of RV ownership sponsored by RVIA.

**Of the population that falls into this group, this % owns RVs.

     No one customer accounted for more than 10% of our revenues for fiscal 2000
or in prior years. Therefore, we are not dependent on a few major customers, the
loss of which would have a material adverse effect on us.

                                       8
<PAGE>

MANUFACTURERS

     We  currently  market  approximately  90  brands  of RVs and 13  brands  of
recreational  boats.  We purchase  approximately  32% of our RVs from  Fleetwood
Enterprises, Inc., 15% from Winnebago Industries, 15% from Thor Industries, Inc.
and the  rest  from a  number  of  other  manufacturers  including  National  RV
Holdings,  Inc., SMC Corporation,  Western Recreational  Vehicles,  Inc., Forest
River, Inc., Rexall Industries,  Inc.,  Gulfstream Coach, Inc.,  Bayliner Marine
Corporation,  Mariah Boats,  Inc., and Sea Ray Boats,  Inc. In our opinion,  the
loss of any one brand of new RVs would not materially  effect us.  However,  the
loss of all the brands sold by any of the three largest manufacturers, Fleetwood
Enterprises, Inc., Winnebago Industries, and Thor Industries, Inc., would have a
material  effect on our sales.  We feel the loss of all brands from any of these
three manufacturers to be highly unlikely.  Dealer representation  decisions for
manufactured  brands are made at the  manufacturers'  plants on a brand-by-brand
basis, rather than centrally at our corporate headquarters.

FLOOR PLAN FINANCING

     Substantially  all new and used  vehicles and boats held in  inventory  are
pledged as security  under floor plan  contracts  with  financial  institutions.
Under  these  contracts,  the sale of a pledged  vehicle to a consumer  requires
payment to the lender in the  amount,  or release  price,  attributable  to that
vehicle  under the floor plan  contract.  Manufacturers  have  their  respective
repurchase agreements in force for new vehicles with financial institutions with
limited  repurchase  indemnification  to the  lenders  against any default by us
under the floor plan contracts.  We believe our floor plan financing arrangement
is standard  in the  industry.  We are  currently  renegotiating  our floor plan
agreements  with  our  lenders  but  there  are no  assurances  that  we will be
successful.

EMPLOYEE RELATIONS

     As of October 31, 2000,  1999,  and 1998, we had 351, 195 and 193 full-time
employees respectively. We have no contracts of collective bargaining agreements
with labor unions and have never  experienced  work  stoppages.  We consider our
employee  relations to be good. We maintain  internal training programs at every
level and have a  well-developed  internal  quality control program and customer
satisfaction  feedback  system  for  all  of  our  dealerships.  We  maintain  a
nation-wide  recruitment  program for sales,  service and management  personnel.
Support personnel are usually hired from the local labor force. Factory training
programs are available to our employees and we generally  take full advantage of
these programs by sending our employees to the manufacturer-supervised  schools.
Most full time  employees are provided with paid annual  vacations,  medical and
hospitalization  insurance  premium  reimbursement,  sick leave,  paid holidays,
stock grants and other fringe benefits. After one year of employment,  employees
are eligible to participate in the profit sharing and 401(k) investment plans.

  Employee Stock Option program

     On October 24,  2000,  we announced  plans to initiate an  incentive  stock
option plan for our  employees.  We anticipate  awarding  approximately  500,000
stock  options  during the first phase of the incentive  program.  All employees
with more than one year of  service  will be  eligible  to receive  options.  We
received  authorization  for the plan from our stockholders in January 2000, and
have  reserved  three  million  shares of common stock for the  incentive  stock
options.  We will  base  the  number  of  options  employees  receive  on  their
responsibilities and roles within the Company.

                                       9
<PAGE>

SEASONALITY

     Although  the RV business is a year-round  business in our markets,  the RV
industry  in general is  seasonal.  We have  significantly  higher  sales in the
second  quarter of our fiscal year, and  significantly  lower sales in our first
and fourth  quarters.  During slack seasons at a particular  retail  center,  we
reduce  inventory  of both new and  used RVs and  introduce  other  cutbacks  in
operations, reducing the impact of the seasonality on the results of operations.
A substantial  portion of our expenses are fixed,  therefore,  operating  income
tends to be lower in the first and fourth quarters of our fiscal year and higher
in the second quarter.

COMPETITION AND BUSINESS RISK

     Based  upon  statistics  supplied  by the RVIA,  the RV  industry  in North
America includes  approximately 3,500 RV dealers and 190 vehicle  manufacturers.
Competition in the sales of new and used RVs is intense. We compete with a large
number of retailers,  some of which operate in more than one location,  although
most of our competitors operate from a single location. We believe we are one of
the most competitive RV dealers in the nation, offering approximately 100 brands
of  new   recreation   vehicles  and  new  boats,   supported  by  an  extensive
coast-to-coast service network of facilities that is unique in the industries we
serve.

     Significant  competitive  factors  in the RV  sales  and  service  industry
include vehicle availability,  price, service, reliability,  quality of service,
and  convenience.  We are of the opinion that we are  competitive  in all of the
factors listed above. Nevertheless,  we anticipate that we will continue to face
strong competition in the future.

     The RV business is heavily  dependent  upon the  availability  and terms of
financing  for the retail  purchase of its  products.  Consequently,  changes in
interest rates and the tightening or loosening of credit by government  agencies
and financial  institutions have dramatically  affected our business in the past
and are  likely  to do so in the  future.  The RV  business  is also  negatively
impacted by general economic down-turns and the increase of fuel costs.

REGULATION

     Compliance with federal,  state and local laws and regulations,  including,
without  limitation,  environmental  protection  laws,  has not had,  and is not
expected to have,  a material  effect on capital  expenditures,  earnings or our
competitive position.

INSURANCE COVERAGE

     Historically, we have had little difficulty in obtaining insurance coverage
for our  dealership  operations.  We have obtained the  insurance  annually on a
competitive  bid basis, at what we believe to be reasonable  premium rates.  The
applicable  premium  rates have been  increasing  slightly;  however,  we do not
believe that these increases will have a material adverse effect on our business
in the foreseeable future.

ITEM 2. PROPERTIES

FACILITY AND LOCATION

     The  following  table sets forth the location,  premise size,  and building
square footage for our properties as of October 31, 2000.

                                       10
<PAGE>
                 OWNED AND LEASED PROPERTIES USED IN OPERATIONS


<TABLE>
      
                  <c>              <c>                 <c>                     <c>
                       Approximate       Aproximate
                       Building Size      Premise Size
                       Square Feet           Acres          Landlord/Owner      Approximate location
                      ---------------   --------------     ---------------      --------------------
Retail Operations
-----------------

Owned
  Spartanburg, SC        34,000               20.0          Holiday               Adjacent to Interstate 26
  Clermont, FL           27,148               15.2          Holiday               Adjacent to U.S. Highway 27
  Inverness, FL           5,936                1.5          Holiday               Adjacent to U.S. Highway 44
  Las Cruces, NM         14,000                7.0          Holiday               Adjacent to Interstate 10
  Ocala North, FL         6,856               17.9          Holiday               Adjacent to U.S. Highway 441
  Ocala South, FL         2,774                7.8          Holiday               Adjacent to U.S. Highway 27
  Tampa, FL              13,000                5.2          Holiday               2.5 miles from Interstate 4 & 75

Leased
  Ft. Myers, FL          17,300                3.6          minority shareholder  On Highway 41, 3 miles from city
  Prosperity, WV         62,450                5.5          minority shareholder  Adjacent to Interstate 77
  Roseville, CA          24,000                3.6          3rd party             Adjacent to Interstate 80
  Bakersfield, CA        17,400                6.9          3rd party             Adjacent to State Rd. 99
  Whytheville, VA        11,250                3.0          3rd party             Exit 80 off Interstate 81
  Lexington, KY          20,000                5.0          minority shareholder  2.5 miles from Interstate 75
  Winter Garden, FL      30,000                5.0          3rd party             2.5 miles from Interstate 4

Executive Offices
------------------

Leased
  Ft. Lauderdale, FL      4,500                n/a          3rd party             5 miles from Interstate 95
  Orlando, FL             3,750                n/a          3rd party             .25 mile from the Interstate 4
</TABLE>

     Our leases  generally  provide for initial lease terms ranging from five to
ten years with renewals at our option. As current leases expire, we believe that
we will be able either to obtain  lease  renewals  if desired for present  store
locations,  or to obtain leases for  equivalent or better  locations in the same
general area.

     The land  and  buildings  of most the  facilities  we own were  subject  to
mortgages with aggregate  balances of approximately $7 million as of October 31,
2000.

     We believe that our facilities are adequate for the foreseeable  future for
the business carried on at most locations. In fiscal 2000, our former dealership
in Greer,  South Carolina was relocated to a new facility in Spartanburg,  South
Carolina.  Properties in Bakersfield,  Las Cruces, Spartanburg,  Clermont, Ocala
South, and Ocala North have room for limited expansion.

ITEM 3.   LEGAL PROCEEDINGS

     We are a party to  various  legal  proceedings  arising  from the  ordinary
course of our  operations.  We  believe,  based  upon the  opinion  of our legal
counsel, that none of these proceedings,  individually or in the aggregate, will
result in a material adverse effect on our consolidated financial position.

                                       11
<PAGE>

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters  were  submitted,  during the fourth  quarter of the fiscal year
covered by this report,  to a vote of security  holders through the solicitation
of proxies or otherwise.

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common  stock  trades on the Nasdaq  National  Market  under the symbol
RVEE. As of February 7, 2001, there were 432 holders of record and approximately
1,469 beneficial stockholders of our common stock.

     The table below  gives the market  high and low closing  sale prices of our
common  stock for the  quarters in the fiscal  years ended  October 31, 2000 and
1999, as reported on the Nasdaq National Market.

                                  MARKET PRICE
<TABLE>
          
                                   <c>                                     <c>
                                               2000                                       1999
                               ------------------------------------      -------------------------------------
 Quarter Ended                     High                  Low                  High                  Low
--------------------------     -------------        ---------------      ---------------       ---------------
January 31                        7.1250               3.6250               2.4375                2.0313
April 30                          6.7500               4.0000               4.0000                2.1250
July 31                           5.5000               3.6250               4.5625                3.0625
October 31                        5.0937               3.8175               5.6563                3.5000

</TABLE>

     We have never declared or paid cash  dividends on our common stock,  and we
do not  currently  intend  to pay  cash  dividends  in the  foreseeable  future.
Earnings and other cash  resources  will continue to be used in the expansion of
our business.

     In connection with Holiday's  acquisition of County Line Select Cars, Inc.,
Holiday issued and sold convertible promissory notes convertible at the holders'
options  into shares of common  stock of  Holiday.  The notes were issued to the
stockholders   of  County  Line.   In  exchange  for  the  notes,   among  other
consideration, Holiday received all of the outstanding shares of common stock of
County Line.  The notes were  converted  into 412,000  shares of common stock of
Holiday at a price per share of $3.05 and a  merchandise  credit of an aggregate
of  $60,000.  The  issuance  of the  notes  and the  common  stock  issued  upon
conversion of the notes were exempt from  registration  under the Securities Act
of 1933,  as amended (the "Act"),  in reliance on Section 4(2) as a  transaction
not involving a public offering.  The two County Line  stockholders  represented
their  intention to acquire the securities  for  investment  only and not with a
view to  distribute  the  securities  to the public.  Appropriate  legends  were
affixed to the notes and the  certificates  representing the common stock issued
upon  conversion  of the  notes.  The  County  Line  stockholders  had access to
sufficient information about Holiday to make an informed decision.

     In  connection  with  Holiday's  acquisition  of Little  Valley Auto and RV
Sales, Inc., Holiday issued and sold convertible promissory notes convertible at
the  holders'  option  into shares of common  stock of  Holiday.  The notes were
issued to the  stockholders of Little Valley.  In exchange for the notes,  among
other  consideration,  Holiday received all of the outstanding  shares of common
stock of Little Valley at a price per share of $2.88.  The issuance of the notes
and the common  stock  issued  upon  conversion  of the notes were  exempt  from
registration  under the Act in reliance  on Section  4(2) as a  transaction  not
involving a public  offering.  The two Little  Valley  stockholders  represented

                                       12
<PAGE>
their  intention to acquire the securities  for  investment  only and not with a
view to  distribute  the  securities  to the public.  Appropriate  legends  were
affixed to the notes and the  certificates  representing the common stock issued
upon  conversion  of the notes.  The Little  Valley  stockholders  had access to
sufficient information about Holiday to make an informed decision.

     On October 31, 2000,  Holiday issued 300,000 shares of unregistered  common
stock in connection  with the acquisition of Hall  Enterprises,  Inc. The common
stock was issued to the  stockholders of Hall Enterprises in exchange for all of
the outstanding shares of Hall Enterprises. The issuance of the common stock was
made in  reliance  on  Section  4(2) as a  transaction  not  involving  a public
offering.  Appropriate legends were affixed to the certificates representing the
shares of common  stock.  The  stockholders  of Hall  Enterprises  had access to
sufficient information about Holiday to make an informed decision.

        ITEM 6. SELECTED FINANCIAL DATA


<TABLE>

                                                                       Fiscal year ended October 31 (1)
                                                                   (in thousands, except earnings per share)

                                                        <c>          <c>        <c>          <c>             <c>
SELECTED STATEMENT
OF INCOME DATA:                                           2000(3)       1999       1998         1997          1996(2)
                                                       ----------   ---------    ---------    ---------    ----------

Revenue............................................    $ 152,367    $  81,396    $  74,294    $  68,007    $  74,764
Cost of sales......................................      127,374       67,369       61,099       55,260       61,562
Gross profit.......................................       24,993       14,027       13,195       12,747       13,202
Selling, general and administrative expenses.......       25,032       10,292        9,611        9,548        9,929
                                                       ---------    ---------    ---------    ---------    ---------
Income from operations.............................          (39)       3,735        3,584        3,199        3,273
Interest income....................................          118          555          517          480          393
Interest expense...................................       (5,095)      (1,134)      (1,363)      (1,381)      (1,505)
Gain (loss) on sale of fixed assets................           36          319           (1)         (19)
                                                       ---------    ---------    ---------    ---------    ---------
Income (loss) before taxes.........................       (4,980)       3,475        2,737        2,279        2,161
Income taxes (benefit).............................       (1,775)       1,321        1,044          892          829
                                                       ---------    ---------    ---------    ---------    ---------
Net income (loss)..................................    $  (3,205)   $   2,154    $   1,693    $   1,387    $   1,332
                                                       =========    =========    =========    =========    =========
Basic and diluted earnings (loss) per
common share.......................................    $   (0.42)   $    0.30    $    0.23    $    0.19    $    0.18
                                                       =========    =========    =========    =========    =========
Weighted average number of common shares
outstanding (basic)................................    $   7,592    $   7,184    $   7,302    $   7,434    $   7,524
Cash dividends paid per common share...............    $      --    $      --    $      --    $      --    $      --
                                                       =========    =========    =========    =========    =========
</TABLE>
<TABLE>
                                                                      As of October 31 (1)
                                                     (in thousands, except per share and operating data)

                                                  <c>         <c>           <c>           <c>           <c>
SELECTED BALANCE SHEET DATA:
                                                   2000(3)       1999         1998          1997         1996(2)
                                                  -------      -------       -------       -------       -------
     Working capital...........................   $ 9,025      $14,886       $13,381       $11,932       $10,449
     Inventories...............................    59,982       28,756        23,952        20,713        23,171
     Total assets..............................    90,186       45,735        37,740        33,979        34,411
     Floor plan contracts......................    53,884       23,673        18,083        15,805        17,504
     Long term debt............................    11,691          156           221           286           346
     Total liabilities.........................    71,808       26,111        20,232        17,796        19,639
     Total stockholders' equity................    18,378       19,623        17,508        16,183        14,773
     Tangible net worth........................    10,657       19,503        17,319        15,925        14,446
     Book value per common share...............      2.42         2.72          2.40          2.17          1.99
</TABLE>

                                       13
<PAGE>
OPERATING DATA
<TABLE>
                
                                  <c>          <c>           <c>          <c>           <c>
                                                   2000(3)       1999         1998          1997         1996(2)
                                                  -------      -------       -------       -------       -------
     Number of dealerships.....................        14            7             7             8             8
     Number of RVs and boats sold..............     4,199        2,404         2,380         2,565         2,954
-------------------------------------------------------------------------------
</table>
(1) See Management's  Discussion and Analysis of Financial Condition and Results
    of operations.
(2) Includes first full year of operating results from new dealership acquired
    in October 1995 in New Mexico.
(3) Includes 11.5 months of activity for County Line, acquired on November 11,
    1999 and eight months of activity for Little Valley, acquired on March 1,
    2000. See Management's Discussion and Analysis of Financial Condition and
    results of operations.


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

     This annual report on Form 10K includes  forward-looking  statements within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
forward-looking  statements  reflect  our current  views with  respect to future
events and financial performance. The words "believe", "project," "anticipates,"
"estimates,"  "expects,"  "most  likely,"  "intends,"  and similar  expressions,
identify forward looking statements.

     Any  forward-looking  statement  that we make or is made on our  behalf  is
subject to  uncertainties  and other factors that could cause actual  results to
differ  materially from such  statements.  The  uncertainties  and other factors
include,  but are not limited to, the factors described below.  Although we have
attempted to list the factors we believe to be important to our business,  other
factors may prove to be  important  in  affecting  our  operating  results.  New
factors emerge from time to time and it is not possible for us to predict all of
such factors, nor can we assess the impact of each factor on the business or the
extent to which any factor, or combination of factors,  may cause actual results
to differ materially from forward looking statements.

     We caution you further not to place undue  reliance on any forward  looking
statements,  as they  speak  only of our view as of the date the  statement  was
made.   We  undertake   no   obligation   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

GENERAL

     We  are a  multi-store  dealership  chain  engaged  in  the  retail  sales,
financing,  and  service  of  recreation  vehicles,  or  RVs,  boats  and  other
recreation vehicles.  Currently,  we operate 14 retail centers,  five in Central
and North Central  Florida,  two in the Gulf Coast areas of Tampa and Ft. Myers,
Florida, one in Spartanburg,  South Carolina, two in California's central valley
cities of  Roseville  and  Bakersfield,  one in Las Cruces,  New Mexico,  one in
Prosperity  West Virginia,  one in Wytheville,  Virginia,  and one in Lexington,
Kentucky.

                                       14
<PAGE>

     Our growth depends primarily on our ability to open new stores. Our primary
acquisition focus in fiscal 2000 was on acquiring well-established RV and marine
dealers  with strong  leadership  roles in key  geographic  markets  with strong
demographics  and improving  their  performance  and  profitability  through the
implementation of our operating strategies.  Our current primary growth strategy
is focused on adding new  dealerships  through the lease or purchase of property
in key  geographic  markets  and  building  new  facilities.  We  also  consider
opportunities   within  our  existing   markets  when  operating  and  marketing
efficiencies can be obtained by the addition of more dealerships.  We may expand
our range of product lines and our market  penetration by acquiring dealers that
distribute RV product lines different from those  currently  offered by us or by
adding those lines to new or existing dealerships.

     Growth,  whether  through  acquisition or through opening of new dealership
locations,  has a  significant  effect on our  operating  results and  financial
position and can cause  substantial  fluctuations  in our  quarterly  and yearly
operating  results.  We have  accounted  for all of our  acquisitions  using the
purchase  method of  accounting  and,  as a  result,  have not  included  in our
financial  statements the results of operations of the acquired  companies prior
to the dates we acquired  them. Any goodwill of an acquisition is amortized over
a 20-year period.

     In the  future,  we intend to make  acquisitions  or grow them  through the
opening of new locations depending upon, among other things, the availability of
suitable   opportunities   and  locations  and  our  ability  to  finance  these
transactions.  Our success in these  transactions  will depend on our  financial
strength  at the  time  of the  transaction,  our  ability  to hire  and  retain
qualified  employees  and our  ability  to  identify  markets  in  which  we can
successfully  sell  our  products.  In  addition,  once we  identify  a store or
location  that meets our  criteria,  our  success  will  depend,  in the case of
acquisitions,  on our ability to sell the  store's  remaining  inventory  and to
convert the store to a Recreation  USA store,  and in all cases our success will
depend on our ability to attract new  customers  to the store or location  after
the conversion or opening.  Our inability to meet our planned  growth  potential
will adversely impact our business, operating results and financial condition.

     Our growth  also  depends on same store  growth.  Over the next 10 years we
expect  double-digit  sales growth from same stores.  This  projection  is based
primarily  on a large number of the baby boomers  reaching  their peak  earnings
(and likewise,  vacation)  years.  The U.S.  Census Bureau confirms the expected
high growth of the baby boomers segment of the U.S. population.

     We launched a national  branding  strategy in December 1999 to  consolidate
and rebrand the various  operating names of our  subsidiaries  under a new trade
name:  Recreation USA. The new trade name better reflects our corporate identity
and solidifies our acquisitions under a single,  recognizable brand that will be
memorable with customers.

     Management envisions the establishment of a first-class web presence as one
of five objectives that comprise the core of our strategic vision.  Our presence
has  continually  evolved from its beginnings as  www.holidayrv.com,  a business
information site that contained price quote access creating  prospective  leads,
all news  releases,  and all of Holiday's  filings with the SEC. Our first major
enhancement  was  launched in May 1999 as  www.RecUSA.com,  which  upgraded  our
information site to a business-to-consumer site introducing the industry's first
"virtual dealership" online. Using RecUSA.com,  consumers can browse through our
new and used inventory,  receive a trade-in quote, choose financing,  insurance,
and schedule service for their RV or boat.  Purchases through Holiday's Internet
sites  can  be  delivered  anywhere  through  Holiday's  nationwide   locations.
RecUSA.com  also  features an online parts and  accessories  catalog that allows
consumers to purchase RV supplies,  camping equipment,  houseware,  hardware and
other  accessories  online along with special product and service discounts that
are only  available  on the  Internet.  We believe  Holiday  has one of the most
comprehensive  e-commerce  efforts in the industry and expect  Internet sales to
increase significantly as a result of www.RecUSA.com.

                                       15
<PAGE>

RESULTS OF OPERATIONS

     We have  summarized  for the periods  presented,  certain  selected  income
statement data as a percentage of total net revenues:

                                                      FISCAL YEAR
                                                     ENDED OCTOBER 31,
                                                ---------------------------
                                                    2000      1999     1998
                                                --------   -------   ------

Total revenue                                      100.0%    100.0%   100.0%
Cost of sales                                       83.6%     82.8%    82.2%
                                                --------   -------   ------
Gross profit                                        16.4%     17.2%    17.8%
Selling, general and administrative expense         16.4%     12.6%    12.9%
                                                --------   -------   ------
Income from operations                               0.0%      4.6%     4.8%
Interest expense, net                                3.3%      0.7%     1.1%
Gain (loss) on the sale of fixed assets              0.0%      0.4%     0.0%
Income tax provision (benefit)                      -1.2%      1.6%     1.4%
                                                --------   -------   ------
Net income (loss)                                   -2.1%      2.6%     2.3%
                                                ========   =======   ======
Number of stores at end of period                     14         7        7


     Results of operations for fiscal 2000 compared to fiscal 1999

     SALES AND SERVICE  REVENUE  increased 87% to $152.4  million in fiscal 2000
from  $81.4  million in fiscal  1999,  primarily  due to revenue  from the newly
acquired dealerships in fiscal 2000. Of the increase, $66.7 million, or 94%, was
from the newly acquired County Line and Little Valley  dealerships.  In spite of
the  negative  impact of higher  interest  rates,  increasing  fuel prices and a
declining  stock  market on customer  traffic  starting in the first  quarter of
fiscal  2000,  we were able to  increase  comparable  store  (stores  owned both
periods)  sales by 6%, or $4.3  million.  We continue to respond to these market
conditions with a concentrated focus on aggressive promotions,  improved product
mix, improved stocking levels,  and improved service.  On a pro forma comparable
basis  (all  stores  for the  comparable  periods)  sales  and  service  revenue
decreased by approximately $338,000 or 0.2%.

     We expect revenue to increase  significantly in fiscal 2001,  primarily due
to our expansion.

     We expect our same store sales to fluctuate from the impact of:

     1.   Changes in competition within each market we operate;
     2.   Movement in interest rates;
     3.   General  market  conditions  in the  areas in  which  our  stores  are
          located;
     4.   Our  acquisition of new  dealerships in the same general market of our
          existing dealerships; and
     5.   The risk factors set forth below.

     Coming off a record-setting 1999, RV industry analysts predicted that sales
would  increase 3% to 4% during 2000,  yet industry  shipments  for the first 11
months  of the  year  show  the  entire  sector  was  down  about  5.3  percent.
Motorhomes,  which led sales  growth  during 1999,  declined  nearly 14 percent.
Higher  interest  rates,  increasing  fuel prices and a declining  stock  market
dampened consumer confidence in 2000.

                                       16
<PAGE>

     Although we expect our  existing  stores to have sales growth and to remain
profitable,  we expect  most of our sales  growth to come from newly added store
locations. However, we may not be able to continue to grow or purchase new store
locations at a sufficiently  rapid pace or on terms and conditions  favorable to
us.

     GROSS  PROFIT  increased  78% to $25.0  million  in fiscal  2000 from $14.0
million  in  1999,  primarily  due to  gross  profit  from  the  newly  acquired
dealerships  in  fiscal  2000.  Gross  margin  decreased  to 16.4%  from  17.2%,
primarily as a result of our decision to sell inventory at a lower cost in order
to remain  competitive.  This decrease was offset by increased  margins in parts
and services,  which  increased to 44.9% from 44.1%.  This was the result of our
strategy  to become  the RV  industry's  first  national  brand.  On a pro forma
comparable  basis (all  stores  for  comparable  periods),  total  gross  profit
decreased by $1.4 million, or 4.7%.

     SELLING,  GENERAL AND  ADMINISTRATIVE  EXPENSES  (SG&A)  increased 143%, or
$14.7 million in fiscal 2000 to $25.0 million from $10.3 million in fiscal 1999,
primarily  due to $10.2  million  in SG&A for the  newly  acquired  dealerships.
Approximately  $3.2 million of the increase was due to expenses  associated with
(1)  building  an  infrastructure  for our  current  and future  expansion,  (2)
acquisition  related  expenses  and (3)  improving  stockholder  communications.
Expenses to promote the new trade name  "Recreation  USA" and the  relocation of
two dealerships  also impacted SG&A. We expect the  infrastructure  building and
the  acquisition  related  types of expense to continue but these  expenses will
have a  significantly  lower  impact in the future on total SG&A as revenue from
acquisitions increases and the integration of acquired businesses are completed.

     Loss from operations in fiscal 2000 was $39,000. This was $3.8 million less
than the $3.7 million  income from  operations  earned in fiscal 1999.  This was
primarily  the  result  of  the  activities  described  above,  including  costs
associated with expanding our  infrastructure,  acquisition related expenses and
improving stockholder  communications.  Operating income as a percent of revenue
decreased to 0.0% from 4.6%.

     INTEREST  EXPENSE  increased  363% to $5.1 million in fiscal 2000 from $1.1
million in fiscal 1999.  The increase was primarily  due to increased  inventory
levels, resulting from acquired dealerships, accounting for approximately 59% of
the total increase. Higher interest rates on floor plan balances,  accounted for
25% of the increase,  10% was for interest on  acquisition  related debt, and 6%
was for mortgage interest.

     The  FEDERAL  AND STATE  INCOME  TAX  BENEFIT  rate was 36% in fiscal  2000
compared to a tax rate of 38% in fiscal 1999.  The combined  benefit rate varies
from  the  statutory  rate due to  increased  non-deductible  expenses  for tax,
primarily  goodwill.  See  note 11 of the  notes to the  consolidated  financial
statements  for  components  of the income taxes and the  reconciliation  of the
provision for income taxes to the federal statutory rates.

 Results of operations for fiscal 1999 compared to fiscal 1998

     SALES AND SERVICE  REVENUE  increased  9.6% to $81.4 million in fiscal 1999
from $74.3  million  in fiscal  1998,  primarily  due to a 12%  increase  in the
average  selling price of new vehicles.  We  experienced a continued  trend from
fiscal  1998 as a result of which we  focused on  increasing  the sale of higher
priced  motorhomes  and boats,  targeting  diesel  motorhomes as having  greater
potential  higher  dollar  gross  profits.  We believe  the diesel  market  will
continue  to grow and offer  opportunity  to increase  revenue.  On a same store
basis,  without the Atlanta  dealership,  which was sold in December 1998, sales
and service revenue increased 13.4%. Parts and service revenue, without Atlanta,
was the same.

                                       17
<PAGE>

     COST OF SALES AND SERVICE as a percentage of revenue  increased to 80.8% in
fiscal 1999 from 82.2% in fiscal 1998.

     GROSS  PROFIT  increased  6.3% to $14.0  million in fiscal  1999 from $13.2
million in fiscal 1998.  As a percentage of revenue,  gross profit  decreased to
17.2% from 17.8%.  This decline was  primarily due to the amount of gross profit
contributed by parts and service to our total gross profit, which typically have
a gross profit of 46% and 48%,  and an increase in the gross profit  contributed
by  agency  commissions,  and  new  and  used  sales,  which  typically,  in the
aggregate,  have a gross  profit  of 13% to 14%.  Agency  commissions  and gross
profit  from the sale of new and used  vehicles  and  boats,  in the  aggregate,
represented  77% of our total gross  profit,  compared to 72% in the prior year.
Agency commissions, alone, represented 17% of our total gross profit compared to
18% in the prior year. In both years,  agency  commissions and gross profit from
the sale of new and used  vehicles and boats,  in the  aggregate,  represent the
majority of our gross profit.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A) EXPENSES increased 7.1% to $10.3
million in fiscal 1999 from $9.6 million in fiscal 1998.  On a same store basis,
SG&A increased  14.8%  primarily due to increased  selling  expenses  related to
increased revenue and personnel expense increase.  As a percent of revenue, SG&A
decreased to 12.6% from 12.9%.

     INCOME FROM  OPERATIONS  increased 4.2% to $3.7 million in fiscal 1999 from
$3.6 million in fiscal 1998.

     INTEREST  INCOME  increased 7% to $555,000 in fiscal 1999 from  $517,000 in
fiscal 1998.  Interest expense  decreased 17% to $1.1 million from $1.4 million,
due to fees received in  connection  with the floor plan  arrangement  in fiscal
1999 not received in fiscal 1998.

     As a percentage of revenue, INCOME BEFORE INCOME TAXES increased to 4.3% in
fiscal 1999 from 3.7% in fiscal 1998. The combined  Federal and State  effective
income  tax rate was  38.0% in fiscal  1999  compared  to 38.1% in fiscal  1998.
Income tax rates varied from statutory rates due to state income taxes.

     NET INCOME increased 27.2% to $2.1 million in fiscal 1999 from $1.7 million
in fiscal 1998.  As a  percentage  of revenue,  net income  increased to 2.7% in
fiscal 1999 compared to 2.3% in fiscal 1998.

     Basic and diluted  earnings per share were $.30 in fiscal 1999  compared to
$.23 in fiscal 1998.

LIQUIDITY AND CAPITAL RESOURCES

     Our cash  needs are  primarily  for our  strategic  acquisitions,  and to a
lesser degree to support operations,  including non-floored inventory for resale
and slower  sales  period  liquidity.  These cash needs have  historically  been
financed with cash on hand or with  occasional  borrowings  from Doerge  Capital
Management, a company controlled by one of our board members. Changes in our new
inventory  and  partial  changes in used  inventory  are  financed by floor plan
credit facilities.

     CASH FLOWS FROM OPERATIONS.  During the fiscal year ended October 31, 2000,
our cash flows  continued to increase  reflecting  the  activities of the County
Line  acquisition  and the  Little  Valley  acquisition.  However,  net  cash of
$497,000 was used by operating  activities in fiscal 2000,  compared to positive
cash flows from operations of $2.2 million in the prior year, primarily due to a
decrease in  operating  income.  Increases in  inventories  of $1.5 million were
primarily financed by increased floor plan contracts of $3.7 million.

                                       18
<PAGE>

     CASH FLOWS FROM INVESTING.  Investing activities used a net of $6.9 million
cash,  $6.2  million to purchase  dealerships,  and $3.4 million for purchase of
property, plant and equipment, primarily for building the relocated Spartanburg,
South Carolina dealership.  The sale and leaseback of the Bakersfield dealership
facility  provided $2.1 million in cash.  Capital  expenditures for property and
equipment,  not including amounts for business acquisitions,  are expected to be
approximately $700,000 in fiscal 2001.

     CASH  FLOWS  FROM  FINANCING.  Financing  activities  provided  net cash of
$472,000.  Financing  sources were $2.2 million from a real property mortgage on
the new Spartanburg  dealership and $3.9 million of notes payable. Cash was used
to retire $5.8 million in notes payable.

         Net use of cash from all activities was $6.9 million, which reduced
cash and cash equivalents to $2.2 million from $9.1 million the prior year.

     WORKING  CAPITAL.  Working  capital  decreased  to $9.0  million from $14.9
million the prior year,  primarily due to cash used for  acquisitions  in fiscal
2000.

     PRINCIPAL LONG-TERM COMMITMENTS. Holiday's principal long-term commitments,
as of October 31, 2000, consist of operating leases and notes payable, including
$3.2  million in  convertible  notes  payable  due to former  owners of acquired
businesses.

     Holiday's growth strategies are dependent upon obtaining adequate financing
for the  purchase  of RV and marine  dealerships.  We are  currently  evaluating
various  sources  of  capital,   its  cost,  and  its  ultimate  effect  on  our
capitalization.

     Holiday  had  $70,900,000  available  under  floor plan lines of credit for
financing  new and used  inventories  as of October 31, 2000.  We are  currently
renegotiating  our floor plan  agreements  with our  lenders  (see note 2 of the
financial statements).

     We believe we can obtain  additional  debt financing at reasonable cost for
our expansion.  Two of the dealership  properties that we own are not mortgaged.
We  are  currently   considering   mortgage   financing,   or  a  sale-leaseback
arrangement,  from which the proceeds  could be used for expansion of operations
or acquisitions.

     We intend to continue the use of common stock as currency for acquisitions,
either by initial payment or by issuing debt  convertible  into common stock, as
one form of partial payment for acquisitions.

     During the next 12 months it may be  necessary to issue  additional  common
stock,  additional debt  convertible  into common stock, or preferred stock that
could be converted into common stock, to fund our expansion.

     Our  inability to obtain  adequate  financing,  at reasonable  cost,  would
prevent us from meeting our planned growth and potentially  will severely impact
our business operating results and financial condition.

     INFLATION.  We believe that increases in the cost of new vehicles and boats
that  may  result  from  increases  in  cost  of  products  purchased  from  our
manufacturers can be offset by higher resale prices for used retail vehicles and
boats as well as higher retail prices for new vehicles and boats, although there
may be a lag in our ability to pass such increases on to our customers.

                                       19
<PAGE>

     Historically,  increases in  operating  costs are passed on to the consumer
when the market allows. We believe that our business has not been  significantly
affected by inflation,  despite  increased  chassis and manufacturer  conversion
costs  experienced.   However,  significant  increases  in  interest  rates  may
materially  and adversely  affect  purchases of RVs generally and our results of
operations and prospects.

     RECENT ACCOUNTING  PRONOUNCEMENTS.  In June 1998, the Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 133,
"Accounting for Derivative  Investments and Hedging Activities" ("SFAS No. 133")
which  establishes  accounting  and  reporting  standards  requiring  that every
derivative  instrument  be recorded  in the balance  sheet as either an asset or
liability  measured at its fair value.  The statement also requires that changes
in the  derivative's  fair value be  recognized  currently  in  earnings  unless
specific  hedge  accounting  criteria are met. SFAS No. 133, as extended by SFAS
No. 137 and amended by SFAS No. 138, is effective for all fiscal quarters of all
fiscal  years  beginning  after June 15,  2000.  Historically,  Holiday  has not
entered into  derivatives  contracts to hedge existing risks or for  speculative
purposes. Accordingly,  Holiday does not expect adoption of SFAS No. 133 to have
a material effect on its financial statements.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"),  which provides guidance on the recognition,  presentation and disclosure
of revenue in financial statements of all public registrants.  The provisions of
SAB 101 are effective for transactions  beginning in Holiday's fiscal year 2001.
Holiday  does not expect the  adoption  of SAB 101 to have a material  effect on
Holiday's financial statements.

RISK FACTORS

Our independent certified public accountants doubt our ability to continue as a
    going concern.

     Our financial statements for the years ended October 31, 2000 and 1999 were
audited by our independent  certified  public  accountants.  Their report states
that the financial statements were prepared assuming we will continue as a going
concern  although we incurred a significant net loss in fiscal 2000 and have net
outflows from operations that may require  funding,  which we may not be able to
obtain.  These  circumstances  raise  substantial  doubts  about our  ability to
continue as a going concern.

Our ability to continue as a going concern depends on obtaining sufficient floor
    plan financing.

     If we do not have  adequate  floor plan  financing,  we will not be able to
meet our business objectives and we will not generate the cash flow necessary to
sustain our operations.  The floor plan financing  arrangement  with our primary
lender was terminated in January 2001.  Our new agreement has a lower  borrowing
limit and higher interest rates.  Another  provider is no longer providing floor
plan financing to  recreational  vehicle  dealers.  If our floor plan sources of
funding through additional loans, the sale of equity or assets. If these sources
do not provide adequate funding,  we may have to reduce our inventory,  close or
sell retail stores, sell real estate or seek bankruptcy protection.  The lack of
sufficient floor plan financing,  in addition to significant net losses,  raises
substantial doubt about our ability to continue as a going concern.

Our recently implemented initiatives and strategies to achieve profitability may
    not be successful.

     We are currently working on several initiatives and strategies to return to
profitability.  The desired  results of these  strategies must be achieved if we
are to continue as a going  concern.  Beginning in the second  quarter of fiscal


                                       20
<PAGE>

2001, we made  significant  changes in our senior  management team. The new team
substantially  completed an overall  restructuring focused on reducing corporate
and  operational  expenses and increasing our gross profit.  We began to realize
the results of the restructuring  late in the second quarter of fiscal 2001. The
restructuring   initiative  also  focused  on  inventory  management  issues  to
significantly  reduce our overall  inventory  level,  shift inventory mix at the
retail centers based on their respective markets, and lower our days supply. Our
initiatives  and  strategies  also include  raising  additional  capital to meet
operational growth and expansion needs over the next two years. We are currently
evaluating  our  options by actively  working  with  investment  bankers and the
private capital market. Our restructuring  initiatives will continue through the
remainder of fiscal year 2001. We must achieve and sustain profitability through
these or other strategies to continue our business.

Our substantial indebtedness could restrict our operations and make us more
   vulnerable to adverse economic conditions.

     We have a significant amount of debt. Our growth strategy may require us to
secure significant  additional  financing.  Our future capital requirements will
depend upon the size,  timing and structure of future  acquisitions or strategic
partnerships and our available working capital. Our large amount of indebtedness
could adversely affect our business because:

     o    Much of our cash flow from  operations  may be needed to meet our debt
          obligations and would not be available for other uses.

     o    Our  ability  to obtain  additional  financing  for  working  capital,
          capital expenditures or other reasons may be limited.

     We  could  be more  vulnerable  if there  is a  downturn  in our  operating
results, or in economic conditions or if interest rates increase.

     Our ability to make payments on our indebtedness  depends on our ability to
generate  cash  flow  in the  future.  If  our  cash  flow  from  operations  is
insufficient to meet our debt service requirements, we will need to refinance or
obtain  additional  financing  or  dispose of assets.  In  addition,  our credit
arrangements  generally  contain  financial and operational  covenants and other
restrictions with which we must comply.

We may not be able to obtain adequate financing when necessary.

     We were required to replace our floor plan financing arrangement in January
2001. This reduced our prior borrowing levels, increased our financing costs and
added other financial  covenants.  We renegotiated  some of the terms of the new
arrangement  in March 2001.  Although as part of that  renegotiation  the lender
waived our failure to comply with new financial  covenants as of April 30, 2001,
we may not meet those covenants in the future.  The reduced  financing line also
forced us to seek other sources of floor plan financing.  Our failure to achieve
required  financial  and other  covenants or to obtain  sufficient  financing on
favorable  terms and  conditions  could  have a material  adverse  effect on our
business, financial condition, results of operations and prospects since we rely
on such  financing  to obtain the  inventory  levels  necessary  to support  our
business plan. Adequate financing may not be available if and when we need it or
may not be available on acceptable terms.


General economic conditions and interest rate increases could cause our sales to
    decline.

     Our sales are affected by general economic  conditions,  including consumer
confidence,  employment rates, prevailing interest rates,  inflation,  and other
economic conditions  affecting consumer attitudes and disposable consumer income
generally.  Weakness  in the  economy  and  volatility  or declines in the stock


                                       21
<PAGE>
market  could have an adverse  effect on our  business if  consumers  make fewer
discretionary purchases as a result.  Increases in consumer interest rates could
cause a drop in sales  because most of our customers  finance  their  purchases.
Furthermore,  a general increase in commercial interest rates would increase the
rates we pay on our floor plan  contracts,  which would  decrease our  operating
income.

The seasonality of our business may result in a net loss.

     To avoid a net loss for the year, we must generate  sufficient sales during
the  quarters  ending  April  30 and  July  31 to  offset  slower  sales  in the
off-season.  Because of the  difference  in sales in the warm  spring and summer
months  versus  the cold fall and winter  months,  if our sales in the months of
February through July are  significantly  lower than we expect,  we may not earn
profits  or we may  lose  money  and  have a net  loss.  Our  business,  and the
recreational  vehicle  industry in general,  is seasonal.  Our  strongest  sales
period begins in January when many  recreation  vehicle  shows are held.  Strong
sales  demand  continues  through the summer  months.  Approximately  30% of our
average  annual net sales over the last three  years,  occurred  in the  quarter
ending April 30. With the exception of our store locations in Florida, our sales
are generally much lower in the quarter ending January 31.

Our growth depends primarily on our ability to open new stores and enter into
    strategic partnerships.

     Our ability to meet our planned growth potential  depends upon, among other
things,  the  availability of suitable  locations and our ability to finance the
purchase  of real estate and build out of the  dealership.  Our success in these
acquisitions,  partnerships and new locations depends on our financial  strength
at the time of acquisition,  our ability to hire and retain qualified  employees
and our  ability  to  identify  markets  in which we can  successfully  sell our
products.

     We  intend  to grow,  primarily  through  opening  new  recreation  vehicle
dealerships  and entering into strategic  partnerships.  In fiscal year 2000, we
acquired a total of nine new dealerships. Our success at these stores depends on
our ability to sell the store's remaining  inventory,  to convert the store to a
Recreation  USA store  and to  attract  new  customers  to the  store  after the
conversion.  Our revenues in fiscal year 2000  increased  87%  primarily  due to
these  acquisitions.  Our comparable store sales (which are sales in stores that
are open in the same  location for two  consecutive  years)  increased  13.4% in
fiscal  1999 and 6% in fiscal  2000.  We expect our  comparable  store  sales to
fluctuate from the impact of:

     o    changes in competition within each market in which we operate;

     o    the movement in interest rates; and

     o    the  general  market  conditions  in the areas in which our stores are
          located.

     If suitable dealership locations or acceptable financing are not available,
we will not achieve the growth necessary to increase our revenues.

Our success depends on how well we manage our growth.

     We have recently  underwent a period of rapid growth through  acquisitions.
Integrating  the new business with our existing  operations has already  imposed
significant  difficulties  on our  ability  to  manage  inventory  and  staffing
requirements  in multiple  locations  nationwide.  Our  inability to  accurately
predict inventory or staffing  requirements may cause us to lose potential sales
opportunities  if we do not have the products our customers want or the staff to
meet potential customers' needs. In addition,  over-staffing or an overabundance
of  inventory  would  increase  our cost of sales and  reduce  our  income  from
operations.   In   addition,   our  growth   will   impose   substantial   added
responsibilities  on our  existing  senior  management,  including  the  need to
identify,  recruit and integrate new senior level  managers.  This  diversion of

                                       22
<PAGE>
management  resources  may limit our  ability  to  implement  or to  effectively
oversee our growth and operating strategies.

We rely on several key manufacturers for almost all of our inventory purchases.

     Our success depends,  to a significant  extent, on continued  relationships
with two major manufacturers from whom we purchase  approximately 46% of our new
products.  Cancellation or modification of the dealer  agreements with these two
manufacturers  could have a material  adverse effect on our revenues by limiting
the  availability of desirable  products.  Dealer  representation  decisions for
manufacturer  brands are made at the  manufacturers'  plants on a brand-by-brand
basis,  rather  than  centrally  at  each  respective  manufacturers'  corporate
headquarters. We currently purchase over 70 brands of RVs and boats from over 15
manufacturers.  The loss of a  significant  number of brands  would  reduce  our
competitiveness thereby decreasing our potential sales.

If we do not respond effectively to the significant competition we face our
    sales may decline.

     We rely  heavily on RV shows to  generate  sales.  If we are  limited in or
prevented  from  participating  in RV shows in our  target  markets,  we may not
generate  sufficient sales to achieve  profitability.  We compete generally with
other businesses trying to sell  discretionary  consumer products and with other
recreation vehicle dealers for customers,  quality products, store locations and
RV show space.

     We compete  primarily with single-and  multiple-location  RV dealers on the
basis of quality, products available, pricing and value and customer service. We
also compete with national specialty RV stores, catalog retailers, sporting good
stores and mass  merchants,  especially  with respect to parts and  accessories.
Some of our competitors,  especially  those that sell RV accessories,  are large
national or regional chains that have substantially greater financial, marketing
and other  resources than we do. Our ability to compete  effectively  depends on
our ability to maintain  high-quality  products or services at prices  generally
equal to or lower than those of our  competitors.  If we are unable to do so, we
may not generate the revenues necessary to maintain our business.

We may issue additional securities in connection with acquisitions or raising
   working capital that may dilute our current stockholders and
   impact our earnings per share.

     If we finance future  acquisitions  or raise working capital in whole or in
part through the issuance of common stock or debt  instruments  convertible into
our common stock,  our existing  stockholders  could  experience  dilution.  Our
earnings per share could also be impacted by the issuance of  additional  shares
of capital stock in connection with those acquisitions.

To achieve our growth strategy we must obtain and maintain adequate financing
    and capital.

     Our growth strategies depends upon our ability to obtain adequate financing
and  capital  to  purchase   dealership   locations  and  enter  into  strategic
partnerships.  Financing  must be  obtained  for the floor  plan of new and used
vehicles,   purchase  (or  purchase  and  lease-back)  of  real  properties  for
dealership  operations,  acquisition of common stock from selling  stockholders,
working  capital and other capital  needs.  If we are unable to obtain  adequate
financing  on suitable  terms,  our growth may be slower than  expected  and our
operating  results and  financial  condition  will not be  sufficient to achieve
profitability.

                                       23
<PAGE>
Much of our income is from financing, insurance and extended service contracts,
   which depends on third-party lenders and insurance companies.

     A substantial  part of our gross profit comes from the fees we receive from
banks and other lending  companies.  We help our customers  obtain  financing by
referring  them to certain  banks that have offered to provide  financing for RV
purchases.  The bank or other  lending  company pays us a fee for each loan they
provide as a result of our referral. If the lenders we arrange financing through
lend to our  customers  directly  rather than through us, we would not receive a
referral  fee. In  addition,  the lenders we  currently  refer  customers to may
change the criteria or terms they use to make loan decisions, which could reduce
the  number of  customers  that we can  refer.  Our  customers  may also use the
Internet or other electronic methods to find financing  alternatives.  If any of
these  events  occur,  we would  lose a  significant  portion  of our income and
profit.

     In addition,  we generally offer our customers (1) a service  contract that
provides additional warranty coverage on their RV or some of its parts after the
manufacturer's  original  warranty  expires,  and (2) various types of insurance
policies  that will provide  money to pay a  customer's  RV loan if the customer
dies or is physically disabled. We sell these products as a broker for unrelated
companies that  specialize in these types of coverage,  and we receive a fee for
each product that we sell.  Agency commission fees account for approximately 22%
of our total gross profit.  If our customers obtain these policies directly from
the insurers, our revenues could decline.

If our products are defective, we could be sued.

     Because  we sell,  service  and  custom  package  RVs,  motors and other RV
equipment, we may be exposed to lawsuits for personal injury and property damage
if any of our products are  defective  and cause  personal  injuries or property
damage.  Manufacturers that we purchase products from generally maintain product
and general  liability  insurance  and we carry  third-party  product  liability
insurance.  If a  situation  arises  in which a claim is not  covered  under our
insurance  policy or is covered under our policy but exceeds the policy  limits,
it could  have a  significant  and  material  adverse  effect  on our  financial
condition.

The possible volatility of our stock price may hinder our ability to raise
   additional capital or make future acquisitions.

     If the value of our  common  stock is too low,  we may not be able to raise
additional  capital for real estate  purchases or capital  expenditures  through
sales of our common stock.  The price of our common stock may be highly volatile
for several  reasons,  including (1) a limited number of shares of our stock are
publicly  traded,  (2) the quarterly  variations  in our  operating  results may
result  in the  increase  or  decrease  of our stock  price and (3)  independent
parties  may  release  information  regarding  pending  legislation,   analysts'
estimates or general  economic or market  conditions that negatively  effect the
price of our  stock.  Also,  the  demand  and the  market  performance  of small
capitalization  stocks may affect our stock price.  Any of these  situations may
have a  significant  effect on the price of our common  stock or our  ability to
raise additional capital.

Turnover of managerial personnel at several of our centers could have a material
   adverse effect on our sales and profitability.

     We are highly dependent upon each dealership's  management for the on-going
operations of that dealership. All of our revenue and most of our income is from
retail  sales and service  that are  geographically  widespread  throughout  the
continental  U.S.  This  geographic  diversity  makes it  difficult  for our top
management to have a presence in all the locations on a regular basis.  Turnover
of managerial  personnel at any dealership  usually has an adverse effect on the
sales and profitability at that location.

                                       24
<PAGE>

Significant changes in the pricing and availability of fuel could cause a
    decline in sales.

     Our business is  automotive  in nature and depends  upon ample  supplies of
fuel at  reasonable  costs.  Significant  increases  in the price of gasoline or
decreases in availability could result in fewer consumers  purchasing RVs and/or
boats.

Our operations are subject to extensive regulation, supervision and licensing
    under various federal, state, and local statutes and ordinances.

     The adoption of more  stringent  statutes and  regulations,  changes in the
interpretation  of  existing  statutes  and  regulations  or our  entrance  into
jurisdictions with more stringent regulatory  requirements could curtail some of
our  operations.  It could  also deny us the  opportunity  to operate in certain
locations or restrict products or services offered by us. Various federal, state
and local  regulatory  agencies,  including the  Occupational  Safety and Health
Administration,  the United States  Environmental  Protection Agency and similar
federal  and  local  agencies,  have  jurisdiction  over  the  operation  of our
dealerships, repair facilities and other operations with respect to matters such
as consumer  protection,  workers'  safety and laws regarding  protection of the
environment,  including  air,  water and  soil.  The  failure  to  maintain  all
requisite licenses and permits and comply with all applicable federal, state and
local  regulations,  requisite  licenses and permits  could limit our ability to
operate out business.

     As with vehicle dealerships generally,  and parts and service operations in
particular, our business involves the use, handling, storage and contracting for
recycling  or disposal of  hazardous or toxic  substances  or wastes,  including
environmentally  sensitive  materials,  such as motor oil,  waste  motor oil and
filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner,
batteries, solvents,  lubricants,  degreasing agents, gasoline, diesel fuels and
other chemicals.

     Accordingly,  we are  subject to  regulation  by  federal,  state and local
authorities  establishing  requirements  for the use,  management,  handling and
disposal of these materials and health and environmental  quality standards.  We
are also subject to laws, ordinances and regulations governing investigation and
remediation of contamination at facilities we operate to which we send hazardous
or  toxic   substances   or  wastes  for   treatment,   recycling  or  disposal.
Noncompliance  with or changes to these  requirements could limit our ability to
operate our business.

     Soil  contamination has been known to exist at certain  properties owned or
leased by us. We have also been  required  and may in the future be  required to
remedy soil  contamination or remove  aboveground and underground  storage tanks
containing hazardous substances or wastes.

     Our  customers and  potential  customers are subject to federal,  state and
local statutes, ordinances and regulations regarding the ownership of recreation
vehicles and boats.  The adoption of more  stringent  statutes,  ordinances  and
regulations  effecting the consumer  ownership of recreation  vehicles or boats,
could limit our ability to sell our products.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     FOREIGN EXCHANGE. To date, our revenue from operations has exclusively been
denominated in United States dollars. The RV and boat products that we have sold
to date have been  priced in United  States  dollars and all of our sales in the
fiscal  years  2000,  1999 and 1998,  have  been  denominated  in United  States
dollars.  In the future,  we may acquire RV or boat  products that are priced in
currencies  other than United States dollars and we may expand sales  operations
outside the United States. If either of these events occurs, fluctuations in the
values of the respective currencies in which we purchase or sell could adversely


                                       25
<PAGE>

affect us. Due to the constantly  changing currency exposures and the volatility
of  currency  exchange  rates,  there  can be no  assurance  that  we  will  not
experience  currency  losses in the  future,  nor can we  predict  the effect of
exchange  rate  fluctuations  upon  future  operating  results.  In the event we
conduct  transactions  in  currencies  other than the United States  dollar,  we
intend to carefully  evaluate our currency  management  policies.  If we deem it
appropriate,  we may consider hedging a portion of any currency  exposure in the
future.

     INTEREST  RATES.  We  invest  our  surplus  cash in  financial  instruments
consisting  principally of overnight bank repurchase agreements with fixed rates
of interest.  Investments in both fixed rate and floating rate interest  earning
instruments carry a degree of interest rate risk. Fixed rate securities may have
their fair market  value  adversely  impacted  due to a rise in interest  rates,
while floating rate securities may produce less income than expected if interest
rates   fall.   Our   overnight   repurchase   investments   have  some  of  the
characteristics  of  floating  rate  securities,  since the rates are subject to
change each business day. Due in part to these  factors,  our future  investment
income may fall short of  expectations  due to changes in interest  rates. If in
the future we invest in longer term fixed rate investments, we may suffer losses
in principal if forced to sell  securities,  which have seen a decline in market
value due to changes in interest  rates.  We have variable rate floor plan notes
payable and other bank  borrowings  that subject us to market risk exposure.  At
October 31, 2000, we had a maximum of $70.9 million  available  under such plans
with $53.9 million outstanding and weighted-average  interest rates ranging from
8.14% to 8.79%. During fiscal 2000, the maximum outstanding at any month end was
$58.2  million and an average of $51.9  million was  outstanding  for the fiscal
year.  A  hypothetical  increase or  decrease in the floor plan  interest of 10%
would  impact  operations  by  approximately  $400,000.  This  is  based  on the
assumption  that our inventory and debt levels remain the same. If we reduce our
inventory and debt levels,  the market risk  associated with such an increase or
decrease would not be material.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The response to Part II, Item 8, is submitted as a separate section of this
form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     There has been no change of  accountants or reported  disagreements  on any
matter of accounting  principles or procedures or financial statement disclosure
in fiscal 2000.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   Executive Officers and Directors
<TABLE>
                
                           <c>               <c>
                  Name                        Age           Positions (period of service)
---------------------------------------   -----------       ------------------------------------------
Michael S. Riley.......................       47            Chairman of the Board, Director (since July 1999)
Ronald G. Huneycutt....................       57            President and Chief Executive Officer and Director (since November 1999)
Armando Alonso.........................       58            Senior Vice President
James Teeter...........................       43            Director of Operations
David A. Kamm..........................       63            Director (since July 1999)
David J. Doerge........................       48            Director (since July 1999)
William E. Curtis......................       41            Director (since July 1999)
Lee B. Sanders.........................       40            Director (since June 2000)
Lee A. Iacocca.........................       77            Director (since June 2000)
Paula M. Ouellette.....................       51            Vice President - Human Resources
</TABLE>

                                       26
<PAGE>

  Michael S. Riley

     Mr. Riley was appointed chairman of Holiday in July 1999. Mr. Riley is also
chairman and co-founder of Recreational Holdings, Inc., a holding company formed
to  acquire  and  develop  companies  in the  leisure  industry.  Mr.  Riley has
practiced  law for more than 20 years in the areas of mergers  and  acquisitions
and corporate finance,  including eight years as principal of the Ft. Lauderdale
based firm Yonge and Riley LLP, and as manager of the Fort  Lauderdale  practice
for regional law firm Adorno and Zeder.  His background also includes serving as
an Assistant  State Attorney in Florida and special counsel to federal and state
law  enforcement  agencies.  Mr. Riley holds a law degree from the University of
Notre Dame with an emphasis on international law.

  Ronald G. Huneycutt

     Mr.  Huneycutt was appointed a director of Holiday in July 1999,  secretary
in August 1999 and chief  executive  officer and president in February 2000. Mr.
Huneycutt  resigned  in  January  2001.  Mr.  Huneycutt  has served as the chief
financial  officer and a director of publicly traded Atlas  Healthcare,  Inc., a
Miami-based holding company for healthcare-related  companies,  since 1998. From
May 1998 to  November  1998,  Mr.  Huneycutt  served as a  consultant  and chief
financial officer to Coordinated Care Solutions, Inc. in Coral Springs, Florida.
Prior to that,  Mr.  Huneycutt  worked at a number of  healthcare  companies  in
financial  positions,  including Hospital Staffing  Services--vice  president of
finance  and  chief  financial  officer,  1996 to 1998;  Neonatology  Certified,
Inc.--vice  president of finance and  business  development,  1993 to 1996;  and
Surgicare America, Inc.--vice president of finance, 1991 to 1992. Prior to these
positions,  Mr.  Huneycutt was a partner and spent 17 years at Coopers & Lybrand
(now PricewaterhouseCoopers, LLP), in Miami, Florida. Mr. Huneycutt received his
B.S. in Commerce  from the  University  of  Virginia  and is a certified  public
accountant.

  Armando Alonso

     Mr.  Alonso  joined  Holiday in November  1999 after selling to Holiday his
interest in County Line Select Cars,  Inc., a dealership  with four locations in
Florida.  Mr.  Alonso had been the  President  of County Line, a position he had
held since its  formation in 1979.  He now serves as senior vice  president  and
regional  manager,  bringing more than three decades of experience in the RV and
automotive markets.

  James Teeter

     Mr.  Teeter was  appointed  Director of  Operations  of Holiday in May 2000
after serving as a District  Manager for the Florida region.  He brings with him
19 years of combined  experience  in the RV and  automotive  makers.  Mr. Teeter
joined  County  Line  Select,  Inc. in 1998 as General  Manager of its  Clermont
dealership.  Prior to joining County Line, Mr. Teeter served as General  Manager
of Bates RV in Tampa.

  David A. Kamm

     Mr. Kamm has been a director of Holiday  since May 1999. He is a registered
Investment  Advisor  Representative  with Raymond  James and  Associates  in Ft.
Myers, Florida. He obtained a B.S. in electrical engineering from the University
of Illinois and an M.B.A. from Michigan State  University.  Mr. Kamm has been in
the investment  business since 1970 and joined his present employer in 1977. For
the  last 18  years  he has  published  a  weekly  column  running  in  numerous
newspapers across the State of Florida entitled "Take Stock in Florida."

                                       27
<PAGE>

  David J. Doerge

     Mr. Doerge was appointed a director of Holiday in July 1999. Mr. Doerge has
been the President of Doerge Capital Management in Chicago, Illinois, a division
of Balis, Lewittes and Coleman Inc., since 1994. Prior to forming Doerge Capital
Management,  Mr. Doerge was with Goldman, Sachs & Co. in Chicago,  Illinois. Mr.
Doerge  earned his M.B.A.  from the  University  of  Chicago  and his B.A.  from
Trinity College in Hartford, Connecticut.

  William E. Curtis

     Mr.  Curtis was  appointed a director of Holiday in July 1999.  Mr.  Curtis
currently is a director and founder of Curtis  Holdings,  Inc.,  which  provides
investment  banking  services.  Mr. Curtis served as the Midwestern  senior vice
president of Coast Business  Credit from July 1999 to September  2000.  Prior to
joining Coast,  Mr. Curtis provided  investment  banking and financial  advisory
services  through A.B.C.  Solution,  Inc., where he has served from July 1996 to
the present.  Prior to forming  A.B.C.  in 1996,  Mr.  Curtis  served in various
asset-based lending capacities with Allstate Financial Corporation--October 1994
to July 1996--and Great Western Financial Services--March 1992 to October 1994.

  Lee B. Sanders

     Mr. Sanders has been a director of Holiday since May 2000.  Since 1998, Mr.
Sanders served as a director of  travelbyus.com,  Ltd. (Nasdaq:  TRIP). From its
inception in 1995 until its merger agreement with  travelbyus.com,  Ltd. in 2000
to form  travelbyus,  Inc.,  Mr. Sanders also served as chairman of the board of
Aviation  Group,  Inc., a  manufacturing,  overhaul,  services and  distribution
company  to  airlines  all over the  world.  Mr.  Sanders  also  served as chief
executive officer of Aviation Group since 1996. Mr. Sanders is a graduate of the
University of Tennessee, earning a Bachelors Degree in Business. Mr. Sanders has
served as President of Dallas County Young  Republicans  and has been honored by
being  appointed  an  admiral in the Texas Navy by the  Governor  of Texas.  Mr.
Sanders was also named Honored  Professional  by Who's Who of American  Business
Executives in its 1998-1999 edition.

  Lee A. Iacocca

     Mr.  Iacocca has been a director of Holiday since June 2000. Mr. Iacocca is
currently  the  chairman  and chief  executive  officer of EV Global  Motors,  a
company he founded in 1997.  Mr.  Iacocca  was the chief  executive  officer and
chairman of the board of directors of Chrysler Corporation from November 1978 to
December 1992, and a director of Chrysler until September 1994. Before Chrysler,
Mr.  Iacocca  spent 32 years with Ford Motor  Company as the president and chief
operating  officer  and a director  until  October  1978.  He is Chairman of the
Iacocca  Foundation,  a  philanthropic  organization  dedicated  to  educational
projects  and the  advancement  of  diabetes  research,  and is  Chairman of the
Committee for Corporate  Support of Joslin Diabetes  Foundation.  Mr. Iacocca is
also Chairman  Emeritus of the Statue of Liberty - Ellis Island  Foundation  and
serves on the Advisory  Board of Reading Is  Fundamental,  the nation's  largest
reading  motivation  program.  Mr.  Iacocca  is an  honorary  trustee  of Lehigh
University  and in 1987, was named founder and chairman of the Advisory Board of
Iacocca Institute at Lehigh University. Mr. Iacocca earned a bachelor of science
degree in industrial  engineering from Lehigh University in Pennsylvania in 1945
and a master's  degree in mechanical  engineering  from Princeton  University in
1946.

                                       28
<PAGE>

  Paula M. Ouellete

     Ms. Ouellette has served Holiday since 1989 in a variety of human resources
and  administrative  functions.  She  was  appointed  vice  president  of  human
resources in 1997. She currently heads Holiday's  labor  relations,  recruiting,
benefits administration and labor law compliance efforts at the corporate level,
while also overseeing human resources at each of Holiday's dealership locations.
Ms. Ouellette joined Holiday from a Rhode Island-based  supermarket chain, where
she served as office manager and in various customer service manager positions.

     In February 2000,  Paul G. Clubbe  resigned as director of Holiday.  In May
2000, Lee Sanders was appointed to fill this vacancy. In June 2000, the board of
directors  elected to  increase  the number of  directors  from six to seven and
appointed Lee A. Iacocca as a director.

     In October  2000,  Gary L.  Rodney  resigned  as chief  financial  officer,
assistant   secretary   and  treasurer  of  Holiday.   Following  Mr.   Rodney's
resignation,  Mr.  McAlhaney  resigned  as  assistant  to the  chairman  and was
appointed  chief  financial  officer and vice  president of Holiday.  In January
2001,  Mr.  McAlhaney  was  terminated  as  chief  financial  officer  and  vice
president,  at which time Mr.  Huneycutt was appointed  interim chief  financial
officer.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the  Securities  Exchange Act of 1934  requires  Holiday's
officers  and  directors  and  persons  who  beneficially  own more  than 10% of
Holiday's  common stock to file  reports of  ownership  and changes in ownership
with the SEC and Nasdaq.  Reporting  persons are required by SEC  regulations to
furnish  Holiday with copies of all Section 16(a) forms they file.  Based solely
on a review of the copies of those  forms  received  or written  representations
from persons subject to the reporting  requirements of Section 16(a), we believe
that,  with  respect to the fiscal year ended  October 31, 2000,  all  reporting
persons  complied with all  applicable  filing  requirements  of Section  16(a),
except  for:  William  E.  Curtis,  who filed  six  Forms 4 late  that  involved
twenty-five  transactions in total;  Recreational Holdings,  Inc. and Michael S.
Riley,  each of whom  filed  one Form 4 late  that  involved  six  transactions;
Armando Alonso, who filed one Form 4 late that involved one transaction; William
E. Curtis,  David J. Doerge, Lee B. Sanders,  David Kamm and Lee A. Iacocca each
of whom filed a late Form 5 reporting  one stock option grant  transaction;  and
Gary Rodney who filed a Form 3 late upon being appointed an executive officer of
Holiday.

ITEM 11.    EXECUTIVE COMPENSATION

     The following tables and discussion summarize the compensation of the chief
executive officer and each of the four other most highly  compensated  executive
officers whose annual salary and bonus in fiscal 2000 exceeded $100,000.

                                       29
<PAGE>

                                         Summary Compensation Table

<TABLE>
  
                  <c>          <c>            <c>             <c>             <c>             <c>           <c>
                                                                                          Long-Term Compensation
                                                                                  ---------------------------------------
                                       Annual Compensation
                     ---------------------------------------------------------    --------------------------------------
Name and                                                           Other         Restricted
Principal             Fiscal                                       Annual           Stock         Stock
Position              Year        Salary($)       Bonus($)     Compensation ($)  Awards ($)      Options (#)    Other ($)
------------------    -------    ------------     ---------     --------------    -----------     ---------    ----------
Michael S. Riley
   Chairman of         2000        $ 204,711            --          --               --           100,000             --
  the Board            1999         $ 31,673            --          --               --           125,000             --

Ronald G.
  Huneycutt,           2000         $204,326            --          --               --           100,000             --
  CEO (since           1999          $26,500            --          --               --           125,000             --
  February 2000)
  and President
 Armando Alonso,       2000         $117,023       $54,006          --               --            10,000             --
   Senior Vice         1999               --            --          --               --            38,000             --
   President
 W. Hardee
   McAlhaney,          2000         $148,095            --          --               --              --         $171,000
   CEO (from           1999         $102,639       $88,128          --               --              --             $597
   June 1999 -         1998          $77,997       $75,102          --               --              --             $597
   February 2000),
   CFO and Vice
   President
 James Teeter,         2000         $122,145       $56,298          --               --           100,000        $29,750
   Director of
   Operations
</TABLE>

     Messrs.  Riley and Huneycutt  joined  Holiday  during fiscal 1999.  Messrs.
Alonso and Teeter  joined  Holiday in fiscal 2000.  The salary  figures  include
contributions by Holiday pursuant to an employee benefit plan established  under
Section 401(k) of the Internal  Revenue Code in the amounts of $12,666,  $10,507
and $9,186 for Mr. McAlhaney for fiscal 2000, 1999 and 1998,  respectively.  Mr.
McAlhaney's  bonuses in fiscal 1999 and 1998 were based on Holiday's  net income
before taxes. The other  compensation  payable to Mr. McAlhaney  included a $597
payment  of a part  of the  premium  on a term  life  insurance  policy  for Mr.
McAlhaney whose sole beneficiary is designated by Mr. McAlhaney.  The policy has
no cash  surrender  value  provisions.  The other  compensation  payable  to Mr.
McAlhaney  for fiscal 2000  included  $171,000  which  consisted  of the sale of
100,000 shares sold back to Holiday.  Mr. Teeter's other compensation for fiscal
2000 included $29,750 for moving expenses.

  Option Grants in Fiscal 2000

     The following table sets forth  information  concerning stock option grants
made during the fiscal year ended October 31, 2000, to the individuals  named in
the  Summary  Compensation  Table.  There  were no grants of stock  appreciation
rights, or SARs, during the year.

                                       30
<PAGE>
<TABLE>

                                                                                                Potential realizable value
                                                                                                at assumed annual rates of
                                                                                                 stock price appreciation
                                                                                                      for option term
                              Individual grants
------------------------------------------------------------------------------- --------------- ----------------------------

                               <c>                <c>               <c>            <c>            <c>             <c>
                               Number of         Percent of
                               securities        total options/      Exercise
                               underlying        SARs granted         or base
                                options          to employees          price        Expiration
Name                          granted (#)        in fiscal year       ($/sh)           Date           5% ($)         10%($)
--------------------------    -------------     ---------------    ------------    ------------    -----------    -----------
Michael S. Riley......            90,000             7.5%             $5.87           1/25/10      $ 332,245      $ 841,974
                                  10,000             0.8%            $4.525           9/15/10      $  28,457      $  72,117
Ronald G. Huneycutt...            90,000             7.5%             $5.87           1/25/10      $ 332,245      $ 841,974
                                  10,000             0.8%            $4.525           9/15/10      $  28,457      $  72,117
James Teeter..........           100,000             8.4%             $4.75           5/01/10      $ 298,725      $ 757,028
Armando Alonso........            10,000             0.8%            $4.875           5/11/10      $  30,659      $  77,695
</TABLE>

  Option Exercises in Fiscal 2000 and Fiscal Year-End Option Values

     The following table sets forth information  concerning the number and value
of options held at October 31,  2000,  by the  individuals  named in the Summary
Compensation  Table. There were no options or SARs exercised during fiscal 2000,
except that Mr.  McAlhaney  exercised  100,000 shares,  which were  subsequently
sold. The fiscal  year-end  values are based on a price of $4.313,  the reported
closing price of common stock on October 31, 2000.

<TABLE>
     
                        <c>             <c>                     <c>                             <c>
                                                                Number of Securities              Value of unexercised
                                                                underlying unexercised            in-the-money options
                              Shares           Value            options at FY-end (#)                   FY-end ($)
                             Acquired        Realized        ----------------------------     ----------------------------
Name                       on Exercise (#)     ($)           Exercisable   Unexercisable      Exercisable   Unexercisable
-----------------------    ------------     -----------      -------------  -------------     ------------   -------------
Michael S. Riley              225,000               --            --             --                 --            --
Ronald G. Huneycutt           225,000               --            --             --                 --            --
Armando Alonso                 48,000               --            --             --                 --            --
Hardee McAlhaney              100,000         $206,000            --             --                 --            --
</TABLE>

Employment Contracts

     Mr.  McAlhaney  entered  into  an  employment  agreement  with  Holiday  in
September  1999,  pursuant to which he served as President  and Chief  Executive
Officer.  The agreement was amended in October 2000 when Mr. McAlhaney  resigned
his positions and agreed to serve as Vice President and Chief Financial  Officer
instead.  Under the terms of the  agreement,  as amended,  Mr.  McAlhaney was to
receive a cash payout upon his termination,  under certain circumstances,  of up
to $250,000. Mr. McAlhaney was terminated in January 2001.

     In November  1999,  we entered into an  employment  agreement  with Armando
Alonso, one of the former stockholders of County Line. Under the agreement,  Mr.
Alonso served as Senior Vice President and General  Manager - Florida  Division.
The  agreement  had a  three-year  term and  provided  for an  annual  salary of
$125,000,  plus a  quarterly  bonus  based upon the  actual  net  results of the
locations for which Mr. Alonso was responsible.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as to the shares of common stock
beneficially owned as of February 7, 2001, by:

     (i)  each  person  who  beneficially  owned  more than five  percent of the
          outstanding common stock of Holiday;
     (ii) each director or director nominee;
     (iii)the CEO and each of the other four most highly  compensated  executive
          officers whose annual salary and bonus exceeded $100,000; and
     (iv) all the directors and officers as a group.

                                       31
<PAGE>

Subject to community  property laws where  applicable,  the person(s) as to whom
the information is given had sole voting and investment power over the shares of
common stock shown as beneficially  owned. The share numbers and percentages are
calculated on the basis of the number of  outstanding  securities on February 7,
2001,  which was 7,904,300,  plus securities  underlying each holder's  options,
warrants and securities convertible into common stock which have been issued and
were exercisable within 60 days of that date, in accordance with SEC Rule 13d-3.
Unless a person  beneficially owns more than 1% of the outstanding common stock,
no  percentage  is  presented  in the table.  The  address of all  officers  and
directors is 200 E. Broward, Suite 920, Ft. Lauderdale, Florida 33301.

<TABLE>

                                            Numbers of Shares
Name and Address                           Beneficially Owned     Percentage of Class
--------------------------------------    -------------------    -----------------------

                                            <c>                       <c>
Recreational Holdings, Inc............         4,494,244                56.8%
Michael S. Riley......................         5,125,158(1)             64.8%
Ronald G. Huneycutt...................           225,000(2)              2.8%
Armando Alonso........................            57,686(3)               *
Lee A. Iacocca........................            33,333(2)               *
William E. Curtis.....................           504,143(4)              6.2%
David A. Kamm.........................            10,000(2)               *
David J. Doerge.......................            32,000(5)               *
Lee B. Sanders........................            10,000(2)               *
All directors and officers
   as a group (9  persons)............        10,491,564                75.4%
------------
</TABLE>
*  Less than 1%
     1.   Includes 4,494,244 shares held by Recreational Holdings, Inc. of which
          Mr. Riley is the chairman.  Mr. Riley may be deemed a beneficial owner
          of such shares.
     2.   All of such shares are issuable upon the exercise of options.
     3.   Includes 48,000 shares issuable upon exercise of options or warrants.
     4.   Includes 10,000 shares issuable upon exercise of options.
     5.   Includes  22,000  shares  issuable  upon  exercise of warrants held by
          Doerge Capital  Management of which Mr. Doerge is the  president.  Mr.
          Doerge may be deemed a beneficial owner of such shares.

Item 13.   Certain Relationships and Related Transactions

     In fiscal  2000,  Holiday paid  facility  rent in the amount of $147,000 to
Armando Alonso, our Senior Vice President and General Manager - Florida Division
and a former  stockholder  of County Line, and Francisco  Alonso,  also a former
stockholder of County Line.

     Holiday borrowed $1.6 million from Doerge Capital  Management in connection
with the acquisition of Little Valley Automotive and RV Sales, Inc. The interest
rate was 15.0% per annum.  In connection  with the loan,  Holiday  issued to the
lender,  warrants to purchase  22,000 shares of Holiday common stock at the then
market  price.  The  warrants  have a  five-year  term  and  vest  in one  year.
Approximately  $29,000  in value has been  ascribed  to the  warrants  using the
Black-Scholes  pricing  model and the value has been  recognized  as  consulting
expense by Holiday.  Principal and interest  were due 90 days from funding.  The
loan  has  been  repaid  in full by  Holiday.  A member  of  Holiday's  board of
directors, David J. Doerge is president of Doerge Capital Management.

                                       32
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1)  Financial  Statements  - The  financial  statements  are filed as a
             separate section of this Form 10-K/A

     (a)(2)  Financial  Statement  Schedules  -

<TABLE>
                Holiday RV Superstores, Incorporated and Subsidiaries Valuation and Qualifying Accounts
                                for the Fiscal Years Ended October 31, 2000, 1999 and 1998

             <c>                <c>            <c>            <c>          <c>            <c>              <c>
------------------------------------------------------------------------------------------------------------------
                               Balance at    Charges to                                    Other          Balance
                               Beginning      cost and        Charges to    Other         charges-       at end of
Year   Description             of Period      expenses        Accounts    additions(a) (deductions)(b)    period
------------------------------------------------------------------------------------------------------------------

2000   Finance Commmissions     $63,309       $296,132        $   -       $245,247      $(359,442)       $245,246
       Chargeback Reserves

1999   Finance Commmissions     $93,498       $ 30,357                                  $ (60,546)       $ 63,309
       Chargeback Reserves

1998   Finance Commmissions     $105,849      $ 42,365                                  $ (54,716)       $ 93,498
       Chargeback Reserves
</TABLE>

(a)  Finance commissions chargeback reserves from business acquisitions.
(b)  Finance commissions chargebacks paid.

All other  schedules  have been omitted as they are either not  applicable,  not
required or the information is included in the consolidated financial statemetns
or notes thereto.


"Report of Independent Certified Public Accountants on Financial Statements"

To the Board of Directors
of Holiday RV Superstores, Inc.

Our audits of the consolidated  financial  statements referred to in our report,
which includes an explanatory  paragraph indicating  substantial doubt as to the
Company's ability to continue as a going concern, dated January 26, 2001, except
as to Notes 2 and 9 for which the date is February 12,  2001,  appearing in this
Annual Report on Form 10-K/A,  also included an audit of the financial statement
schedule  listed in Item  14(a)(2) of this Form  10-K/A.  In our  opinion,  this
financial  statement  schedule  presents fairly, in all material  respects,  the
information  set  forth  therein  when  read in  conjunction  with  the  related
consolidated financial statements.


PricewaterhouseCoopers LLP
Orlando, Florida
February 12, 2001


     (a)(3) Exhibits - The  Exhibits  filed as part of this Form 10-K are listed
            on the Index to Exhibits appearing on page 35.

     (b)  Reports on form 8-K

          None.


                                       33
<PAGE>
                                   SIGNATURES

          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
     Exchange  Act of 1934,  the  registrant  has duly  caused this report to be
     signed on its behalf by the undersigned, thereunto duly authorized.

Dated:   September ___, 2001         HOLIDAY RV SUPERSTORES, INC.
                                     Registrant


                                     By: _________________________________
                                          Marcus Lemonis
                                          President and 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
registrant and in the capacities and on the dates indicated.
<TABLE>

                     
                                        <c>                                  <c>
                  Signature                                    Title                                Date


----------------------------------------------   Chairman of the Board and Director       September ___, 2001
Michael S. Riley



----------------------------------------------   President, Chief Executive Officer and
Marcus Lemonis                                                 Secretary                 September ___, 2001


----------------------------------------------    Chief Financial Officer (Principal     September ___, 2001
Casey Gunnell                                              Accounting Officer)



----------------------------------------------                  Director                 September ___, 2001
William E. Curtis


----------------------------------------------                  Director                 September ___, 2001
Lee B. Sanders


----------------------------------------------                  Director                 September ___, 2001
Lee A. Iacocca


----------------------------------------------                  Director                 September ___, 2001
David A. Kamm


----------------------------------------------                  Director                 September ___, 2001
David J. Doerge
</TABLE>


                                       34
<PAGE>

                               INDEX TO EXHIBITS

EXHIBIT NUMBER           DESCRIPTION OF EXHIBIT
--------------           ----------------------

        3.1              Articles of Incorporation[1]
        3.2              Amendment to Articles of Incorporation[1]
        3.3              Amendment to Articles of Incorporation[1][2]
        3.4              By-Laws[1][2]
        3.5              Amendment in the Entirety of By-Laws[1][2]
        3.6              Amendment to By-Laws[1][2]
        3.7              Agreement and Plan of Merger between Holiday RV
                         Superstores, Incorporated, a Florida corporation and
                         Holiday RV Superstores, Inc., a Delaware corporation
                         [11]
        3.8              Restated Certificate of Incorporation of Holiday RV
                         Superstores, Inc., a Delaware corporation [11]
        4.1              Form of Common Stock Certificate of the Company[1]
       10.1              1987 Incentive Stock Option Plan [1]
       10.2              Form of Restrictive Stock Bonus Agreement for Officers
                         and Employees [1]
       10.3              Form of Restrictive Stock Bonus Agreement for
                         Directors[1]
       10.4              Form of Restrictive Stock Bonus Agreement for Harvey M.
                         Alper[1]
       10.5              Underwriting Agreement between Thomas James Associates,
                         Inc. and the Company dated November 10, 1987[3]
       10.6              Asset Purchase Agreement between Registrant and
                         Ledford's RV and Marine World, Inc., James David
                         Ledford and Mary Beth Ledford, Robert Lee Ledford and
                         Joan Reeves Ledford, dated January 12, 1990[4]
       10.7              Lease agreement between James Ledford and Mary Beth
                         Ledford, husband and wife, and Registrant dated
                         February 12, 1990[4]
       10.8              Indemnification Agreement between Registrant and Newton
                         C. Kindlund dated November 17, 1990[5]
       10.9              Indemnification Agreement between Registrant and Joanne
                         M. Kindlund dated November 17, 1990[5]
       10.10             Indemnification Agreement between Registrant and
                         W. Hardee McAlhaney dated November 17, 1990[5]
       10.11             Indemnification Agreement between Registrant and
                         Franklin J. Hitt dated November 17, 1990[5]
       10.12             Indemnification Agreement between Registrant and
                         Lawrence H. Katz dated November 17, 1990[5]
       10.13             Indemnification Agreement between Registrant and James
                         P. Williams dated November 17, 1990[5]
       10.14             Indemnification Agreement between Registrant and Avie
                         N. Abramowitz dated November 17, 1990[5]
       10.15             Indemnification Agreement between Registrant and Paul
                         G. Clubbe dated November 17, 1990[5]
       10.16             Asset Purchase Agreement between Registrant and Venture
                         Out Recreation Vehicles - Roseville, Venture Out
                         Recreation Vehicles - Bakersfield, G. Lee Fitzgerald
                         and Bruce M. Fitzgerald dated July 21, 1994[6]
       10.17             Agreement of Sublease between Registrant and Venture
                         Out, dated July 31, 1994[6]
       10.18             Assignment of Lease between Registrant and Venture Out
                         Properties, dated July 31, 1994[6]
       10.19             Lease between Registrant, Newton C. Kindlund and Joanne
                         Kindlund dated November 1, 1994[6]
       10.20             Lease agreement between Newton c. Kindlund Revocable
                         Property Trust and the Registrant, dated May 1, 1997,
                         for the lease of real property in Ft. Myers, Florida[7]
       10.21             Lease agreement between Newton C. Kindlund Revocable
                         Property Trust and the Registrant, dated May 1, 1997,
                         for the lease of real property in Ft. Myers, Florida[7]
       10.22             Stock Purchase Agreement between Registrant and County
                         Line Select Cars, Inc., and The Persons Named Therein
                         dated November 11, 1999[8]

                                       35
<PAGE>
EXHIBIT NUMBER           DESCRIPTION OF EXHIBIT
--------------           ----------------------
       10.23             Stock Purchase Agreement between the Registrant, Little
                         Valley Auto and RV Sales, Inc., Ernest Davis, Jr. and
                         Lori A. Davis dated March 1, 2000 [9]
       10.24             Stock Purchase Agreement between Registrant, Hall
                         Enterprises, Inc., a Kentucky corporation and Tommy R.
                         Hall dated July 10, 2000 [10]
       10.25*            Employment Agreement dated September 29, 1999 between
                         Registrant and W. Hardee McAlhaney.
       10.26*            Employment Agreement dated November 11, 1999 between
                         Registrant and Armando Alonso.
       21.1**            Subsidiaries of Registrant
       23.1              Consent of Independent Auditors

-------------
*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit pursuant to the applicable rules of the Securities
     Exchange Act.
**   Previously filed.

[1]  Incorporated by reference to the Exhibits to the Registration Statement on
     Form S-18 filed by the Registrant on September 14, 1987, and which became
     effective on October 27, 1987 (File No. 33-17190-A).
[2]  Incorporated by reference to the Exhibits to the Registration Statement on
     Form 8-A filed by Registrant on December 22, 1987, and which became
     effective December 28, 1987 (File No. 0-16448).
[3]  Incorporated by reference to the Exhibits to the Annual Report on Form 10-K
     filed by the Registrant on January 28, 1988.
[4]  Incorporated by reference to the Exhibits to the Annual Report on Form 8-K
     filed by the Registrant on February 27, 1990.
[5]  Incorporated by reference to the Exhibits to the Annual Report on Form 10-K
     filed by the Registrant on January 27, 1992.
[6]  Incorporated by reference to the Exhibits to the Annual Report on Form 10-K
     filed by the Registrant on January 26, 1995.
[7]  Incorporated by reference to the Exhibits to the Annual Report on Form 10-K
     filed by the registrant on January 27, 1998.
[8]  Incorporated by reference to the Exhibits to the Report on Form 8-K/A filed
     by the Registrant on January 25, 2000.
[9]  Incorporated by reference to the Exhibits to the Report on Form 8-K/A filed
     by the Registrant on May 15, 2000
[10] Incorporated by reference to the Exhibits to the Report on Form 8-K filed
     by the Registrant on November 14, 2000
[11] Incorporated by reference to the Exhibits to the Annual Report on Form 10-K
     filed by the Registrant on January 15, 2001.



                                       36
<PAGE>
                          ANNUAL REPORT ON FORM 10-K

                         ITEM 8, ITEM 14(a)(1) and (2)

                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       LIST OF FINANCIAL STATEMENTS AND

                         FINANCIAL STATEMENT SCHEDULES

                        AS OF OCTOBER 31, 2000 AND 1999

            AND FOR THE YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998

                     HOLIDAY RV SUPERSTORES, INCORPORATED

                               AND SUBSIDIARIES

                               ORLANDO, FLORIDA


Holiday RV
Superstores,
Incorporated
Financial Statements
Years Ended October 31, 2000 and 1999


Holiday RV Superstores, Incorporated
Table of Contents

--------------------------------------------------------------------------------


Report of Independent Certified Public Accountants                      F-2

Consolidated Financial Statements:

     Balance Sheets                                                     F-3

     Statements of Operations                                           F-4

     Statements of Shareholders' Equity                                 F-5

     Statements of Cash Flows                                           F-6

     Notes to Consolidated Financial Statements                         F-7


                                      F-1
<PAGE>


Report of Independent Certified Public Accountants


Shareholders and Board of Directors of
Holiday RV Superstores, Inc.


     In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related  consolidated  statements of operations,  shareholders'  equity and cash
flows  present  fairly,  in all material  respects,  the  financial  position of
Holiday RV Superstores,  Inc. and its subsidiaries at October 31, 2000 and 1999,
and the results of their  operations  and their cash flows for each of the three
years in the  period  ended  October  31,  2000 in  conformity  with  accounting
principles  generally accepted in the United States of America.  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 of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
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,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that the Company  will  continue as a going  concern.  As discussed in
Notes  2 and 9 to  the  financial  statements,  the  Company  does  not  have  a
definitive  agreement in place with its primary floor plan lender to cover their
floor plan  financing  requirements.  Additionally,  the Company has  incurred a
significant  net loss in fiscal 2000 and has net cash outflows  from  operations
that may require additional funding. These circumstances raise substantial doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to  these  matters  are  also  described  in Note 2.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ PriceWaterhouseCoopers, LLP
January 26, 2001, except as to Notes 2 and 9 for which the date is February 12,
2001 Orlando, Florida


                                      F-2
<PAGE>
                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
                                                                           OCTOBER 31,
                                                                  ----------------------------
                                    Assets                            2000            1999
                                                                  ----------------------------

                                                                     <c>           <c>
Current assets:
   Cash and cash equivalents                                      $  2,215,352    $  9,119,264
   Accounts receivable
     Trade and contracts in transit                                  3,104,774       2,234,980
     Other                                                           1,338,352         393,278
   Inventories, net                                                 59,981,771      28,755,779
   Prepaid expenses                                                    443,696          60,587
   Refundable income taxes                                           1,399,793         100,868
   Deferred income taxes                                               658,981         177,000
                                                                  ------------    ------------
           Total current assets                                     69,142,719      40,841,756

Property and equipment, net                                         12,418,047       4,598,477

Other assets
   Goodwill, net of accumulated amortization of $266,440             7,662,958

   Other                                                               754,530         177,272

Noncurrent deferred income taxes                                       207,967         117,000
                                                                  ------------    ------------
           Total assets                                           $ 90,186,221    $ 45,734,505
                                                                  ============    ============

                     Liabilities and Shareholders' Equity

Current liabilities:
   Floor plan notes payable                                       $ 53,884,241    $ 23,673,241
   Accounts payable                                                  1,190,140         410,732
   Customer deposits                                                   405,678         111,519
   Accrued expenses and other current liabilities                    3,834,868       1,690,760
   Current portion of capital lease obligation                         113,798          69,161
   Current portion of LIFO tax liability                               250,451
   Current portion of notes payable                                    389,944
   Current portion of deferred gain on leaseback transaction            48,626
                                                                  ------------    ------------
           Total current liabilities                                60,117,746      25,955,413

   Long-term capital lease obligation, less current portion            218,381         155,730
   LIFO tax liability, less current portion                            751,354
   Long-term notes payable, less current portion                     7,063,574
   Deferred gain on leaseback transaction, less current portion        425,482
   Long-term notes payable
   Convertible notes payable                                         3,231,920
                                                                  ------------    ------------
           Total liabilities                                        71,808,457      26,111,143
                                                                 ------------    ------------
Commitments and Contingencies

Shareholders' equity
   Preferred stock $.01 par; shares
     authorized 2,000,000; issued 0
   Common stock, $.01 par, shares authorized
     23,000,000; issued 7,940,000 and 7,505,000                         79,400          75,050
   Additional paid-in capital                                        7,139,197       5,184,370
   Retained earnings                                                11,700,822      14,905,597
   Treasury stock, 300,700 shares at cost                             (541,655)       (541,655)
                                                                  ------------    ------------
           Total shareholders' equity                               18,377,764      19,623,362
                                                                  ------------    ------------
           Total liabilities and shareholders' equity             $ 90,186,221    $ 45,734,505
                                                                  ============    ============
</TABLE>
See accompanying notes
                                      F-3
<PAGE>
                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
                                                         YEAR ENDED OCTOBER 31,
                                               -----------------------------------------------
                                                    2000             1999             1998
                                               -------------    -------------    -------------

                                                 <c>              <c>              <c>
Sales and service revenue
   Vehicle and marine                          $ 138,155,081    $  72,240,919    $  64,605,771
   Service, parts and accessories                  9,240,171        6,233,791        6,929,335
   Other, net                                      4,972,094        2,921,580        2,758,486
                                               -------------    -------------    -------------
       Total sales and service revenue           152,367,346       81,396,290       74,293,592
                                               -------------    -------------    -------------
Cost of sales and service
   Vehicles and marine                           122,284,905       63,883,910       57,448,166
   Service, parts and accessories                  5,089,500        3,485,500        3,650,216
                                               -------------    -------------    -------------
       Total cost of sales and service           127,374,405       67,369,410       61,098,382
                                               -------------    -------------    -------------

Gross profit                                      24,992,941       14,026,880       13,195,210

Selling, general and administrative expenses      25,031,909       10,291,795        9,611,398
                                               -------------    -------------    -------------

Income from operations                               (38,968)       3,735,085        3,583,812

Other income (expense):
   Interest income                                   117,788          554,557          517,200
   Interest expense                               (5,094,560)      (1,133,687)      (1,362,946)
                                               -------------    -------------    -------------
          Total other income (expense)            (4,976,772)        (579,130)        (845,746)
                                               -------------    -------------    -------------

Gain (loss) on sale of fixed assets                   35,845          318,820             (950)
                                               -------------    -------------    -------------

Income (loss) before income taxes                 (4,979,895)       3,474,775        2,737,116

Income taxes (benefit)                            (1,775,120)       1,321,000        1,044,000
                                               -------------    -------------    -------------

Net income (loss)                              $  (3,204,775)   $   2,153,775    $   1,693,116
                                               =============    =============    =============
Basic and diluted earnings (loss)
     per common share                          $       (0.42)   $        0.30    $        0.23
                                               =============    =============    =============
</TABLE>


See accompanying notes.

                                      F-4
<PAGE>

                  HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                   YEARS ENDED OCTOBER 31, 2000, 1999 AND 1998
<TABLE>

                           Common Stock                                           Treasury Stock
                       ---------------------                                  ------------------------
                                              Additional
                                               Paid-In      Retained                             Deferred
                        Shares      Amount     Capital      Earnings    Shares      Amount     Compensation        Total
                       ---------   ---------  ----------  -----------  --------    ---------  -------------    ------------
  
                    <c>          <c>        <c>            <c>       <c>         <c>          <c>             <c>
Balance at
  October 31, 1997     7,465,000    $74,650   $5,112,270   $11,068,706   31,300   $(50,193)     $(12,421)      $16,183,012
  Net Income for
  the year                                                   1,693,116                                           1,693,116
 Treasury shares
  repurchased                                                           220,400   (379,905)                       (379,905)
 Amoritization of
  deferred                                                                                        11,484            11,484
                       ---------   ---------  ----------  -----------  --------    ---------  -------------    ------------

Balance at
  October 31, 1998     7,465,000    74,650     5,112,270   12,751,822   251,700   (430,098)        (937)        17,507,707
 Net income for
  the year                                                  2,153,775                                            2,153,775
 Exercise of
  common stock options    40,000       400        72,100                                                            72,500
 Reutnr of unvested
  restridcted bonus
  stock                                                                   2,500    (2,681)                          (2,681)
 Treasury shares
  repurchased                                                            46,500  (108,876)                        (108,876)
 Amortization of
  deferred compensation                                                                             937                937
                       ---------   ---------  ----------  -----------  --------  ---------   -------------    ------------

Balance at
  October 31, 1999     7,506,000     75,050    5,184,370   14,905,597   300,700  (541,655)                      19,623,362
 Net loss for the
  year                                                     (3,204,775)                                          (3,204,775)
 Exercise of
  common stock options   135,000      1,350      234,317                                                           235,667
 Stock option
  compensation expense                            72,290                                                            72,290
 Options and warrants
  issued to lenders and
  consultants                                    308,220                                                           308,220
 Tax benefit of
  incentive stock
  options                                         65,000                                                            65,000
 Shares issued
  for acquisition        300,000      3,000    1,275,000                                                         1,278,000
                        ---------   ---------  ----------  -----------  --------  ---------   -------------    ------------
Balance at
  October 31, 2000     7,940,000    $79,400   $7,139,197  $11,700,822   300,700  $(541,655)   $     --         $18,377,764
                       =========    ========  ==========   ===========  ======== ==========   =============   ============

</TABLE>

See accompanying notes.

                                      F-5
<PAGE>
                  HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
                                                                          YEARS ENDED OCTOBER 31,
                                                            -------------------------------------------------
                                                                  2000             1999             1998

                                                               <c>             <c>                <c>
Cash Flows from Operating Activities:
   Cash received from customers                             $ 153,156,135    $  80,483,810    $  73,696,488
   Cash paid to suppliers and employees                      (149,099,253)     (76,283,283)     (71,061,594)
   Interest received                                              338,155          554,557          517,200
   Interest paid                                               (4,935,418)      (1,123,323)      (1,366,031)
   Income taxes paid                                              (28,084)      (1,420,505)      (1,221,056)
                                                            -------------    -------------    -------------
      Net cash (used) provided by operating activities           (568,465)       2,211,256          565,007
                                                            -------------    -------------    -------------

Cash Flows from Investing Activities:
   Purchase of property and equipment                          (3,418,066)      (1,613,022)        (116,188)
   Proceeds from the sale of property and equipment               688,106        1,173,348              500
   Proceeds from the sale-leaseback of property                 2,102,891
   Payments for businesses acquired, net of cash               (6,180,770)              --               --
                                                            -------------    -------------    -------------
      Net cash used in investing activities                    (6,807,839)        (439,674)        (115,688)
                                                            -------------    -------------    -------------

Cash Flows from Financing Activities:
   Treasury stock purchase                                             --         (108,876)        (379,905)
   Repayment of capital lease obligations                         (78,944)         (57,748)         (58,926)
   Proceeds from notes payable                                  3,921,358
   Repayments of notes payable                                 (5,802,020)
   Proceeds from the exercised stock options                      231,998           72,500
   Proceeds from notes on real property                         2,200,000
                                                            -------------    -------------    -------------
      Net cash provided by (used in) financing activities         472,392          (94,124)        (438,831)
                                                            -------------    -------------    -------------

Net increase (decrease) in Cash and Cash Equivalents           (6,903,912)       1,677,458           10,488
Cash and Cash Equivalents, beginning of year                    9,119,264        7,441,806        7,431,318
                                                            -------------    -------------    -------------
      Cash and Cash Equivalents, end of year                $   2,215,352    $   9,119,264    $   7,441,806
                                                            =============    =============    =============


</TABLE>

See accompanying notes


                                      F-6
<PAGE>


                  HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
                                                                                        YEARS ENDED OCTOBER 31,
                                                                               -----------------------------------------
RECONCILIATION OF NET (LOSS) INCOME TO NET                                        2000            1999          1998
                                                                               -----------------------------------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

                                                                               <c>              <c>            <c>
Net (loss) income                                                              $(3,204,775)   $ 2,153,775    $ 1,693,116

Adjustments to reconcile net (loss) income to net cash provided by operating
  activities:
          Depreciation and amortization                                            803,546        317,840        354,612
          Stock option compensation and warrant issuance                           380,510             --             --
          Amortization of deferred compensation                                         --            937         11,484
          Return of unvested deferred compensation                                      --         (2,681)
          Deferred income taxes                                                   (337,896        (24,000)       (52,000)
          Income tax benefit                                                    (1,437,224)            --             --
          (Gain) loss on disposal of property and equipment                        (35,845)      (318,820)           950

Changes in assets and liabilities, net of effect of acquisitions:
       (Increases) decreases in:
          Accounts receivable                                                     (162,940)      (838,628)      (640,888)
          Refundable income taxes                                                  (28,084)       (75,505)       (27,363)
          Inventories                                                           (1,520,326)    (4,804,059)    (3,238,976)
          Prepaid expenses                                                        (168,814)       (37,587)       (23,000)
          Other assets                                                           1,334,654        (45,968)        (7,974)
       Increases (decreases) in:
          Floor plan contracts                                                   3,650,002      5,589,760      2,278,035
          Accounts payable                                                      (1,254,625)       101,551         58,555
          Customer deposits                                                        294,159        (73,851)        43,784
          Accrued expenses                                                       1,119,193        268,492        212,365
          Income taxes payable                                                                                   (97,693)
                                                                               -----------    -----------    -----------
Net cash provided by (used in) operating activities                            $  (568,465)    $ 2,211,256    $   565,007
                                                                               ===========    ===========    ===========

</TABLE>


See accompanying notes.

                                      F-7


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED OCTOBER 31, 2000,
1999 AND 1998

1. ORGANIZATION AND NATURE OF BUSINESS

     Holiday RV Superstores,  Inc. and its wholly-owned subsidiaries ("Holiday,"
"The Company", "we," "us" or "our") is a multi-state retail chain of dealerships
engaged in the retail sales,  financing,  and service of recreation vehicles, or
RVs,  and  other  recreation  vehicles  under the name  "Recreation  USA" in the
Southeastern United States, West Virginia,  Virginia,  Kentucky,  New Mexico and
California.  Each  dealership  offers  a full  line of new and used RVs and each
dealership  maintains a parts,  service and body repair  facility.  Recreational
boats are  carried  at  selected  dealerships.  Holiday  also has a  subsidiary,
Holiday RV Assurance Corporation,  an insurance agency that receives commissions
on the sale of  insurance  policies  to RV owners  from a variety  of  insurance
companies.

     Holiday's  dealerships  have  historically  experienced,  and we expect its
dealerships to continue to experience,  seasonal fluctuations in revenues with a
larger percentage of revenues  typically being realized in the second quarter of
our fiscal year. In addition,  our results can be significantly  affected by the
timing  of  acquisitions  and  the  integration  of  acquired  stores  into  our
operations.

     Effective  November  11,  1999,  Holiday  acquired  all of the  outstanding
capital stock of County Line Select Cars,  Inc. for a cash price of $5.0 million
and $1.5 million in notes convertible into Holiday common stock (see note 4).

     On March 1, 2000,  Holiday acquired all of the outstanding  stock of Little
Valley Auto & RV Sales,  Inc.  for a cash price of $1.7 million and $1.7 million
in a note convertible into Holiday common stock (see note 4).

     On October 31, 2000, Holiday purchased all of the outstanding stock of Hall
Enterprises,  Inc. The total  purchase price paid was $1.3 million and consisted
of 300,000 shares of Holiday common stock (see note 4).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION.  The consolidated financial statements include
the accounts of Holiday RV Superstores,  Inc. and its wholly-owned subsidiaries,
which include Holiday RV  Rental/Leasing,  Inc., Holiday RV Superstores of South
Carolina, Inc., Holiday RV Superstores West, Inc., Holiday RV Superstores of New
Mexico, Inc., Holiday RV Assurance  Corporation,  County Line Select Cars, Inc.,
Little Valley Auto & RV Sales, Inc., and Hall Enterprises, Inc. All intercompany
accounts and transactions have been eliminated in consolidation.

     BASIS OF PRESENTATION.  The accompanying  Consolidated Financial Statements
have been  prepared on a going  concern  basis which  contemplate  continuity of
operations,  realization  of  assets,  and  liquidation  of  liabilities  in the
ordinary course of business and do not reflect  adjustments that might result if
the Company is unable to continue as a going concern.

     As more  fully  discussed  in  Note  9,  the  Company's  primary  floorplan
agreement has been terminated effective January 31, 2001 to be replaced by a new
agreement which the parties are still  negotiating.  As the floor plan financing
arrangement  with this  primary  lender is  expected  to be  reduced  from prior
borrowing levels,  the Company is also in the process of negotiating  additional
floor plan  financing  arrangements  with other  lenders.  While the Company has

                                      F-8
<PAGE>

retained the ability to floorplan its inventory through a forebearance agreement
with the  primary  lender,  failure to come to terms with their  primary  lender
and/or obtain  sufficient  floor plan  financing  could have a material  adverse
effect on the business and the Company's ability to continue as a going concern.

     Additionally,  the  Company  incurred a net loss of $3.2  million in fiscal
2000 and incurred net cash outflows from operations of approximately $497,000 in
fiscal 2000.  While  management  believes that revenues,  profits and cash flows
from  operations  should  improve in fiscal 2001, the Company may be required to
obtain  additional  outside  funding  to  fund  operating  deficits.  Management
believes  that  additional  financing  will be made  available  to  support  the
Company's  liquidity  requirements and that certain costs and expenditures could
be reduced  further  should  additional  funding  not be  available.  Failure to
generate  sufficient  revenues,  raise  additional  capital  or  reduce  certain
discretionary  spending  could have a material  adverse  effect on the Company's
ability to continue as a going  concern  and to achieve  its  intended  business
objectives.

     CASH AND  CASH  EQUIVALENTS.  Holiday  considers  all  highly  liquid  debt
instruments  with a maturity of three  months or less at the time of purchase to
be cash  equivalents.  Cash and cash equivalents  consist of checking  accounts,
money market funds and overnight repurchase agreements.

     INVENTORIES. Inventories are valued at the lower of cost or market. New and
used vehicles are accounted for using specific identification. Cost of parts and
accessory inventories is determined by the first-in, first-out (FIFO) method.

     PROPERTY  AND  EQUIPMENT.  Property  and  equipment  are  stated  at  cost.
Depreciation  is computed over the  estimated  useful lives of the assets by the
straight-line method for financial reporting purposes. Amortization of leasehold
improvements  is computed  using the  straight-line  method  over the  estimated
useful lives of the assets or the term of the lease,  whichever is shorter.  The
estimated  useful lives of the property and equipment  range from 3 to 31 years.
Maintenance and repairs are charged to expense as incurred.  The carrying amount
and  accumulated  depreciation  of assets  which are sold or retired are removed
from the amount and accumulated depreciation of assets which are sold or retired
are removed from the accounts in the year of disposal and any resulting  gain or
loss is included in the results of operations.

     INTANGIBLE   ASSETS.   Intangible   assets   include  costs  in  excess  of
identifiable  assets  acquired  (goodwill) and costs  allocable to the estimated
fair value of a covenant not to compete arrangement. Goodwill is being amortized
using the  straight-line  method over 20 years.  The  covenant not to compete is
being amortized over its contractual life using the straight-line method.

     ACCOUNTING   FOR  THE   IMPAIRMENT  OF  LONG-LIVED   ASSETS.   The  Company
periodically  evaluates  the  potential  impairment  of its  long-lived  assets,
including  property and  equipment and  intangible  assets,  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  Events or circumstances considered include, but are not limited
to, recent operating  losses,  projected cash flows and  management's  plans for
future  operations.  Upon  the  occurrence  of a  certain  event  or  change  in
circumstances, the company evaluates the potential impairment of any asset based
on estimated  future  undiscounted  cash flows.  If an  impairment  exists,  the
Company will measure the amount of such impairment based on the present value of
the estimated  cash flows over the remaining  life of the asset using a discount
rate commensurate  with the risks involved.  Cash flow estimates are made at the
retail  location  level and include the  interest  charges  associated  with the
location's floor plan financing.

                                      F-9
<PAGE>

     INCOME TAXES. Income taxes are provided for the tax effects of transactions
reported in the  financial  statements  and consist of taxes  currently due plus
deferred taxes resulting from temporary  differences.  The temporary differences
result from  differences in the carrying value of assets and liabilities for tax
and  financial  reporting  purposes.  The  deferred  tax assets and  liabilities
represent the future tax consequences of those differences, which will either be
taxable or deductible  when the assets and liabilities are recovered or settled.
Valuation  allowances  are  established  when  necessary to reduce  deferred tax
assets to the amount expected to be realized.

     REVENUE RECOGNITION.  Retail sales and related costs of vehicles, parts and
service are  recognized in  operations  upon delivery of products or services to
customers or, in the case of RVs, when the title passes to the customer.

     Other  revenues  consist   primarily  of  Finance  and  Insurance   ("F&I")
commission  revenue.  Revenue  on finance  products  represents  fees  earned by
Holiday  for  notes  placed  with  financial  institutions  in  connection  with
financing customer vehicle purchases and is recognized upon acceptance of credit
by the financial institution. Holiday also receives commissions from the sale of
various  insurance  contracts  to  customers.  Holiday  may be charged  back for
unearned  financing fees or insurance  commissions for early  termination of the
contracts by customers.  Given there is sufficient  history of these  homogenous
transactions with similar  characteristics  from which to reliably estimate,  an
allowance  for charge  backs  against  revenue  recognized  from the sale of F&I
products  is  established  during  the  period in which the  related  revenue is
recognized.

     STOCK-BASED  COMPENSATION.  Holiday  accounts for stock  option  grants and
other  forms  of  employee  stock-based  compensation  in  accordance  with  the
requirements of Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES  ("APB 25"),  and related  interpretations.  APB 25 requires
compensation cost for stock-based  compensation  plans to be recognized based on
the difference,  if any,  between the fair market value of the stock on the date
of  grant  and the  option  exercise  price.  Holiday  provides  the  disclosure
requirements of Statement of Financial Accounting  Standards No.123,  ACCOUNTING
FOR  STOCK  BASED  COMPENSATION   ("SFAS  123")  and  related   interpretations.
Stock-based  awards to  non-employees  are accounted for under the provisions of
SFAS 123.

     LOSS PER COMMON SHARE. Basic earnings (loss) per common share is calculated
by  dividing  net  income  (loss)  by the  weighted  average  number  of  shares
outstanding. Diluted earnings (loss) per common share is based upon the weighted
average number of shares outstanding,  plus the effects of potentially  dilutive
common  shares  consisting  of stock  options and  warrants.  For the year ended
October  31,  2000,  options  to  purchase  430,923  shares of common  stock and
warrants to  purchase  382,000  shares of common  stock were  excluded  from the
calculation of loss per share since their inclusion would be antidilutive  (Note
9).

     A reconciliation of the weighted average number of shares  outstanding used
in the computation of basic and diluted earnings (loss) per share is as follows:

                                      F-10
<PAGE>
                                                          OCTOBER 31,
                                               --------------------------------
                                                  2000        1999       1998
                                               ---------   ---------  ---------
     Basic
        Weighted average number of common
          shares outstanding                   7,592,397   7,184,200  7,301,500
                                               =========   =========  =========

     Diluted
        Weighted average number of common
          shares outstanding                   7,592,397   7,184,200  7,301,500
        Dilutive stock options and
          convertible notes                        -         120,500     46,200
                                               ---------   ---------  ---------
                                               7,592,397   7,304,700  7,347,700
                                               =========   =========  =========

     ADVERTISING.   Advertising   costs,   included  in  selling,   general  and
administrative  expenses,  are  expensed  as  incurred.  Advertising  costs were
approximately $2,679,000,  $1,046,000 and $1,003,000 for the years ended October
31, 2000, 1999 and 1998, respectively.

     FAIR VALUE OF  FINANCIAL  INSTRUMENTS.  The  carrying  amounts of financial
instruments  including  cash  and  cash  equivalents,  accounts  receivable  and
payable,  accrued  and other  current  liabilities  and  current  maturities  of
long-term  debt  approximate  fair value due to their short  maturity.  Based on
borrowing rates currently available to the Company for loans with similar terms,
the carrying  value of notes payable and capital lease  obligations  approximate
fair value.

     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 revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

     RECLASSIFICATIONS.  Certain prior year amounts have been  reclassified from
previous presentations to conform to 2000 presentation.

     RECENT ACCOUNTING  PRONOUNCEMENTS.  In June 1998, the Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 133,
"Accounting for Derivative  Investments and Hedging Activities" ("SFAS No. 133")
which  establishes  accounting  and  reporting  standards  requiring  that every
derivative  instrument  be recorded  in the balance  sheet as either an asset or
liability  measured at its fair value.  The statement also requires that changes
in the  derivative's  fair value be  recognized  currently  in  earnings  unless
specific  hedge  accounting  criteria are met. SFAS No. 133, as extended by SFAS
No. 137 and amended by SFAS No. 138, is effective for all fiscal quarters of all
fiscal  years  beginning  after June 15,  2000.  Historically,  Holiday  has not
entered into  derivatives  contracts to hedge existing risks or for  speculative
purposes. Accordingly,  Holiday does not expect adoption of SFAS No. 133 to have
a material effect on its financial statements.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial  Statements" (SAB
101), which provides guidance on the recognition, presentation and disclosure of
revenue in financial statements of all public registrants. The provisions of SAB
101 are effective for transactions  beginning in the Holiday's fiscal year 2001.
Holiday does not expect the adoption of SAB 101 to have a material effect on the
Holiday's financial statements.

3. SUPPLEMENTAL CASH FLOW INFORMATION

     The following table summarizes  Holiday's  non-cash investing and financing
transactions:

                                      F-11
<PAGE>
                                                       FISCAL YEAR ENDED
                                                          OCTOBER 31,
                                               --------------------------------
                                                  2000         1999       1998
                                               ----------    -------     ------
Decrease in deferred compensation
  from return of unvested, restricted
  bonus stock                                  $        -    $ 2,861     $    -

Construction expenses included in
  accrued expenses                                      -     50,566          -

Common stock issued for business
  acquisitions                                  1,278,000          -          -

Mortgage notes payable assumed in
  connection with acquisition of
  building and land                             5,010,864          -          -

Convertible notes payable issued in
  connection with business acquisitions         3,231,920          -          -


4. ACQUISITIONS

     On  November  11,  1999  the  Company  acquired  100%  of  the  issued  and
outstanding  stock of County Line Select  Cars,  Inc.,  a  recreational  vehicle
dealership  with five Florida  locations.  The total  purchase price paid to the
County Line  shareholders was $6.5 million,  consisting of $5.0 million cash and
$1.5  million  in  notes  convertible  into  the  Company's  common  stock.  The
acquisition  has been  accounted  for under the purchase  method of  accounting,
which resulted in the recognition of approximately $4.8 million in goodwill,  to
be amortized over 20 years on a straight-line  basis.  Operations of County Line
are included in the accompanying  consolidated statement of operations beginning
November 12, 1999. On January 11, 2000, the Company acquired all of the land and
buildings related to the operations of County Line Select Cars, Inc. from County
Line's former shareholders.  The total purchase price was $5.0 million, with the
sellers providing first mortgage financing for the entire purchase. The mortgage
has a 10-year term at an interest  rate of 9.5% per annum,  with  principal  and
interest payable monthly based on a 20-year amortization.

     On March 1, 2000, Holiday acquired 100% of the issued and outstanding stock
of Little Valley Auto & RV Sales, Inc. ("Little Valley"), a recreational vehicle
dealership  in  Prosperity,  West  Virginia.  Little  Valley  also  sold  boats,
motorcycles  and all  terrain  vehicles.  The total  purchase  price paid to the
Little Valley shareholders was $3.4 million, consisting of $1.7 million cash and
$1.7 million in a note  convertible  into Holiday common stock.  The acquisition
has been accounted for under the purchase  method of accounting,  which resulted
in the recognition of  approximately  $1.7 million in goodwill,  to be amortized
over 20 years on a straight-line basis. Operations of Little Valley are included
in the  accompanying  consolidated  statement of operations  beginning  March 1,
2000.

     On October 31, 2000  Holiday  acquired  100% of the issued and  outstanding
stock of Hall Enterprises,  Inc. ("Hall"),  a recreational vehicle dealership in
Lexington,  Kentucky.  The total purchase price paid to Hall's  shareholders was
approximately  $1.3 million,  paid with Holiday common stock valued at $4.26 per
share based on the average of the stock's trading value for the five days before
and five days after the  acquisition  was announced.  The  acquisition  has been
accounted for under the purchase  method of  accounting,  and,  accordingly  the
results of  operations  of Hall have been  included  in  Holiday's  consolidated
financial  statements  from October 31, 2000.  The excess of the purchase  price
over the fair value of the net  identifiable  assets  acquired of  approximately
$1.3 has been recorded as goodwill,  to be amortized over 20 years on a straight
line basis. Holiday may be required to pay additional  contingent  consideration
of up to 100,000  shares of Holiday  common  stock if certain  pre-tax  earnings
levels are achieved in fiscal 2001 and 2002.  The additional  payments,  if any,
will be accounted for as additional goodwill.

                                      F-12
<PAGE>

     The aggregate  purchase price for these three acquisitions was allocated to
the fair value of the assets acquired as follows:

                               County-           Little
                                Line             Valley            Hall

Inventories              $   17,383,000    $   4,843,000     $   4,422,000
Accounts Receivable           1,429,000          426,000           141,000
Cash                            987,000           11,000           315,000
Property & Equipment          1,451,000          176,000           257,000
Other assets                    147,000          612,000                --
Goodwill                      4,736,000        1,772,000         1,323,000
Liabilities assumed         (19,618,000)      (4,452,000)       (5,065,000)
                            -----------       ----------        ----------
                         $    6,515,000    $   3,388,000     $   1,393,000
                          ==============    =============     =============

     The following unaudited pro-forma summary presents the consolidated results
of  operations  of  Holiday  as if the  County  Line,  Little  Valley  and  Hall
acquisitions  had occurred at the beginning of periods  presented  herein.  This
presentation  is for  informational  purposes  only and does not  purport  to be
indicative  of what would have  occurred  had the  acquisitions  been made as of
these dates or of results which may occur in the future.

                                           Fiscal year ended October 31,
                                          ---------------------------------
                                               2000                1999
                                          --------------      -------------
                                           (unaudited)         (unaudited)

Revenue                                    $171,505,000        $171,843,000
Net income (loss)                            (3,335,000)          2,637,000
Basic and diluted earnings
  (loss) per share                               $(0.44)              $0.37

     On March 17, 2000 Holiday  entered into a lease with and acquired from Luke
Potter Winnebago inventory and selected operating assets, in connection with the
relocation of its Orlando, Florida dealership.

ACQUISITION DEBT

     In  connection  with the  acquisition  of County  Line Select  Cars,  Inc.,
Holiday issued two $750,000 notes to the former shareholders of County Line. The
notes have a  three-year  term and were issued at an interest  rate of 8.25% per
annum.  Payments of interest  only are due  quarterly,  with the full  principal
balance due no later than three years from issuance.  The notes are convertible,
at the option of the holder, into common stock of Holiday equal to the aggregate
principal  amount of the note divided by a fixed  conversion  price per share of
$7.50,  at any time  after two years from the date of  issuance.  At the time of
conversion, all accumulated and unpaid interest will be paid to the holders.

     In connection with the acquisition of Little Valley Auto & RV Sales,  Inc.,
Holiday issued a note to the former  shareholders of Little Valley in the amount
of $1.73 million.  The note has a three-year  term and was issued at an interest
rate of 7.5% per annum.  Payments of interest only are due  quarterly,  with the
full principal balance due no later than three years from issuance.  The note is
convertible,  at the option of the holder, into common stock of Holiday equal to
the  aggregate  principal  amount of the note  divided by an initial  conversion
price per share of $7.50,  at anytime after two years from the date of issuance.
At the time of conversion,  all  accumulated and unpaid interest will be paid to
the holders.

                                      F-13
<PAGE>

     Holiday borrowed $1.6 million from Doerge Capital  Management in connection
with the Little Valley  acquisition.  The interest rate was 15.0% per annum.  In
connection  with the loan,  Holiday  issued to the lender,  warrants to purchase
22,000  shares of Holiday  common stock at the then market  price.  The warrants
have a five-year term and vest in one year.  Approximately  $29,000 in value has
been ascribed to the warrants and  recognized  as consulting  expense based on a
Black-Scholes option pricing model valuation based on the following assumptions:
(1) an average  discount rate of 5.5%,  (2)  volatility of 31% and (3) an option
life of five years.  Principal and interest  were due 90 days from funding.  The
loan  has  been  repaid  in full by  Holiday.  A member  of  Holiday's  Board of
Directors is the president of Doerge Capital Management.

     On May 11, 2000,  Holiday borrowed $1.0 million from an officer of Holiday,
principally to repay  acquisition-related  debt. The interest rate was 6.75% per
annum.  Holiday paid $36,000 in loan fees to the lender and issued to the lender
warrants to purchase 10,000 shares of common stock of Holiday at the then market
price.  The loan  principal  and  interest was paid in full by Holiday in August
2000.

5. OTHER BANK DEBT

     Holiday has various  term notes  outstanding  with banks with an  aggregate
principal  balance of $2,500,947 at October 31, 2000. Each have monthly payments
of interest or principal  and interest and mature at various  times  through May
2005.  The notes are  collateralized  by real property or by other assets of the
Company.

     Future principal  maturities of term loans and acquisition debt (note 4) as
of October 31, 2000 are as follows:

              Year ending October 31,
                   2001                     $   389,944
                   2002                       1,652,313
                   2003                       1,897,718
                   2004                         174,459
                   2005                         177,463
                   Thereafter                 6,393,541
                                            -----------
                   Total                    $10,685,438
                                            ===========
6. INVENTORIES

     Inventories are summarized as follows:

                                           OCTOBER 31,
                                -------------------------------
                                    2000                1999
                                -----------         -----------
   New Vehicles                 $43,190,901         $20,922,867
   New Marine                     1,337,623           1,503,756
   Used Vehicles                 12,620,666           4,543,606
   Used Marine                      494,064             209,276
   Parts and accessories          2,338,517           1,576,274
                                -----------         -----------
                                $59,981,771         $28,755,779
                                -----------         -----------

                                      F-14
<PAGE>

7. PROPERTY AND EQUIPMENT:

     Property and equipment are summarized as follows:

                                                     OCTOBER 31,
                                             --------------------------
                                                 2000           1999
                                             -----------    -----------
   Land                                      $ 3,477,690    $ 2,058,451
   Buildings and leasehold improvements        7,735,968      1,921,124
   Machinery and shop equipment                1,642,662        207,564
   Office equipment and furniture              1,051,481        856,884
   Vehicles                                      396,341        132,460
   Construction in progress                            -        875,799
                                             -----------    -----------
                                              14,304,142      6,052,282
Less accumulated depreciation
  and amortization                            (1,886,095)    (1,453,805)
                                             -----------    -----------
                                             $12,418,047    $ 4,598,477
                                             -----------    -----------

     Depreciation  expense for the years ended  October 31, 2000,  1999 and 1998
was $484,691, $248,960 and $285,732, respectively.

8. SALE-LEASEBACK

     On July 27,  2000,  Holiday  sold its  Bakersfield,  California  dealership
facility for $2.1  million,  which was $486,000  over its carrying  value at the
time of the sale.  Concurrently  with the  sale,  Holiday  entered  into a lease
arrangement  for the dealership  facility with the purchaser for an annual lease
payment of $233,400  through  2010.  The gain from the sale is being  recognized
over the term of the lease.

9. FLOORPLAN CONTRACTS

     Holiday finances  substantially all new and used inventories  through floor
plan financing  arrangements.  Substantially all new and used vehicles and boats
held in inventory are pledged as collateral  under floor plan  contracts.  Floor
plan  contracts are due upon sale of the related  vehicle.  The  agreements,  as
amended, limit Holiday's ability to pay dividends to stockholders, make advances
to affiliates and repurchase its stock.

     In November  2000, the Company was notified by its primary lender that they
intended to renegotiate certain provisions of the floorplan financing agreement.
To initiate such  renegotiations,  the lender exercised their 60-day termination
notice provision of the agreement to be effective January 31, 2001, and provided
a new  agreement  to be effective  February 1, 2001.  The parties were unable to
come to an  agreement  by that date and entered  into a  forebearance  agreement
which  provides for the  extension of terms and vehicle  financing  arrangements
while the parties  continue to  negotiate.  There can be no  assurance  that the
Company  will come to terms  with  their  primary  lender  or obtain  sufficient
alternative floor plan financing (See Note 2).

     During fiscal 1999, Holiday received fees in connection with its floor plan
arrangement.  These fees are being amortized to reduce interest expense over the
term of the arrangement (3 years).  The amount amortized to interest expense for
the years  ended  October  31,  2000 and 1999 were  approximately  $338,000  and
$253,000, respectively.

                                      F-15
<PAGE>
     Maximum  borrowings  available under the contracts were $70.9 million as of
October  31,  2000.  The  following  summarizes  certain  information  about the
borrowings under the floor plan contracts:

                                                              OCTOBER 31,
                                                      -------------------------
                                                         2000          1999
                                                     -----------   -----------
Maximum amount outstanding at any month end           $58,217,207   $23,673,241

Average amount outstanding during the period          $51,887,893   $20,979,096

Weighted average interest rate during the period             8.14%         6.58%

Weighted average interest rate at the
   end of the period                                         8.79%         6.80%

10. STOCK OPTIONS AND WARRANTS

     The Company's 1999 Stock Option Plan ("Plan")  provides for the issuance of
up to 500,000 shares of common stock to regular  full-time  employees.  The Plan
allows for the issuance of either  non-qualified or incentive stock options. The
option  exercise  price shall be no less than 100% of the fair market  value per
share of common  stock on the date of grant,  except  that such price must be at
least 110% of the fair market value for  employees  who own more than 10% of the
outstanding  shares of the Company.  In the case of non-qualified  options,  the
exercise  price  shall  generally  be  the  fair  market  value,   although  the
Compensation Committee of the Board of Directors may grant options with exercise
prices less than fair market value. The options are  exercisable,  as determined
by the  Committee,  over a period of time,  but not more than ten years from the
date of grant,  and will be subject to such other  terms and  conditions  as the
Committee may determine.

     During fiscal year 2000, the Company's 1999 Stock Compensation Program (the
"Stock Compensation  Program") was approved by the Company's  shareholders.  The
Stock  Compensation  Program shall be  administrated  by the Company's  Board of
Directors,  and provides  for the  issuance of up to 3,000,000  shares of common
stock to  employees  and  non-employees.  Awards  under the  Stock  Compensation
Program shall be issued under the general provisions of the Stock Option Program
and are exercisable,  as determined by the Company's Board of Directors,  over a
period  of time,  but not more than ten  years  from the date of grant.  Options
granted  under the Plan may be incentive  stock options or  non-qualified  stock
options. Stock purchase rights and stock appreciation rights may also be granted
under the Plan. The exercise price of incentive stock options and  non-qualified
options  shall be no less than 100% and 85%,  respectively,  of the fair  market
values of Holiday's common stock on the grant date.

                                      F-16
<PAGE>

The following table summarizes the activity of Holiday's stock option plans:

                                                              Weighted Average
                                                  Number of    Exercise Price
                                                   Options        Per Share
                                                 ----------    ---------------
Options outstanding, October 31, 1997                300,000    $         1.77
   Granted                                                 -                 -
   Exercised                                               -                 -
   Forfeited                                               -                 -
                                                  ----------
Options outstanding, October 31, 1998                300,000              1.77
   Granted                                           410,000              3.21
   Exercised                                         (40,000)             1.81
   Forfeited                                               -                 -
                                                  ----------
Options outstanding, October 31, 1999                670,000              2.11
   Granted                                         1,016,000              5.55
   Exercised                                        (135,000)             1.83
   Cancelled                                        (205,000)             3.64
                                                  ----------
Options outstanding, October 31, 2000              1,346,000    $         4.47

         At October 31, 2000, the 1,346,000 options outstanding under all stock
option plans are summarized in the following table:
<TABLE>
                    Options Outstanding                    Options Exercisable
------------------------------------------------------    ------------------------
<S>                   <c>          <c>          <c>           <c>           <c>
                                             Weighted                    Weighted
                                Weighted      Average                    Average
Range of                         Average     Exercise                    Exercise
Exercise           Number       Remaining      Price        Number        Price
 Prices          Outstanding    Life (1)     Per Share    Exercisable   Per Share
---------        -----------    ---------    ---------    -----------   ----------

$1.70 - $2.55       125,000        4.25         $1.70        125,000       $1.70
$2.56 - $3.83       150,000        7.56         $3.32        150,000       $3.32
$3.84 - $5.74       781,000        7.53         $4.50        584,333       $4.46
$5.75 - $8.61       290,000        9.39         $6.18        180,000       $5.88
                 -----------                              -----------
Total             1,346,000                                1,019,333
                 ===========                              ===========
</TABLE>
 (1) Average remaining contractual life in years

     On  April  13,  2000,  Holiday  entered  into a  financial  consulting  and
investment  agreement  with Schneider  Securities,  Inc. for a term of one year.
Compensation  for these services  consists of $20,000  payable upon execution of
the  agreement  and  $60,000  in  installments  over the  remaining  term of the
agreement.  In addition,  Holiday issued to Schneider warrants to purchase up to
350,000  shares of Holiday stock as follows:  150,000 shares at $5.00 per share;
100,000 shares at $7.50 per share;  and 100,000 shares at $10.00 per share.  The
warrants have a one-year vesting period and a term of five years.  Approximately
$360,000  has been  ascribed to the  warrants  based on a  Black-Scholes  option
pricing model valuation with the following assumptions:  (1) an average discount
rate of 5.5%, (2)  volatility of 31% and (3) an option life of five years.  This
value is being  recognized  as  consulting  expense by Holiday over the warrants
vesting  period.  None of these  warrants have been  exercised as of October 31,
2000.

     Certain  employee  stock options were granted in fiscal 2000 at an exercise
price below fair value of the common  shares on the date of grant.  Holiday will
recognize  expense  for  the  intrinsic  value  of  approximately   $122,000  in
connection with this grant.  Approximately  $73,000 of expense was recognized in
fiscal 2000 with the remaining  amount to be recognized  over the future vesting
period.

     The weighted  average fair value of the options  granted in fiscal 2000 and
1999 were $1.30 per share and $3.39 per share,  respectively.  Had  compensation
expense been determined  based upon the fair value of the options at their grant
dates in  accordance  with  SFAS  123,  the net loss and net loss per  share for
fiscal 2000 would have been  increased  by  approximately  $1,491,000  and $.20,
respectively. A fair value determination under SFAS 123 would have had no effect
on net income or  earnings  per share for fiscal  1999,  as none of the  options
granted in fiscal 1999 vested in that year.

                                      F-17
<PAGE>

     The fair value of each option  grant is  estimated on the date of the grant
using the Black-Scholes option-pricing model with the following assumptions:

                                           2000                   1999
                                     ----------------      ---------------
           Average discount rate           5.50%                  5.50%
           Volatility                        31%                    58%
           Average option life            10 years               10 years

11. INCOME TAXES

     The components of income taxes (benefit) are as follows (rounded to nearest
thousand):

                                                   OCTOBER 31,
                             --------------------------------------------------
                                 2000                  1999             1998
                             -----------           ----------        ----------
      Current:
         Federal             $(1,302,000)          $1,106,000        $  913,000
         State                  (135,000)             241,000           183,000
                             -----------           ----------        ----------
                              (1,437,000)           1,347,000         1,096,000
                             -----------           ----------        ----------
      Deferred
         Federal                (302,000)             (35,000)          (34,000)
         State                   (36,000)               9,000           (18,000)
                             -----------           ----------        ----------
                                (338,000)             (26,000)          (52,000)
                             -----------           ----------        ----------
      Total income taxes     $(1,775,000)          $1,321,000        $1,044,000
                             -----------           ----------        ----------

     The  components  of  deferred  tax  assets and  liabilities  consist of the
following (rounded to nearest thousand):

                                                    OCTOBER 31,
                                               ---------------------
                                                  2000        1999
                                               ---------   ---------
    Deferred tax assets:
      Accrued warranty                         $  91,000   $       -
      Property and equipment                      63,000      44,000
      State NOL carryover                        124,000           -
      Non-compete agreement                       73,000      73,000
      Inventory                                  379,000     136,000
      Deferred finance income                    118,000      22,000
      Accrued vacation                            17,000      17,000
      Other                                        2,000       2,000

                                               ---------   ---------
    Total deferred tax assets                    867,000     294,000

    Less current deferred tax assets            (659,000)   (177,000)

                                               ---------   ---------
    Long-term deferred tax assets              $ 208,000   $ 117,000
                                               ---------   ---------


                                      F-18
<PAGE>

     The  following  summary  reconciles  differences  from taxes at the federal
statutory rate with the effective rate:

                                                     OCTOBER 31,
                                  ---------------------------------------------
                                            2000                    1999
                                  ----------------------      -----------------
                                     AMOUNT      PERCENT      AMOUNT    PERCENT

Income taxes (benefits) at
    statutory rate                $(1,693,000)    34.0%    $1,181,000    34.0%

State income taxes, net of
    federal benefit                  (113,000)     2.3%       165,000     4.7%

Other                                  31,000     -0.6%       (25,000)    7.0%

                                  -----------  -------     ----------  ------
Income taxes (benefits) at
    effective rates               $(1,775,000)    35.7%    $1,321,000    38.0%
                                  -----------  -------     ----------  ------


12.EMPLOYEE BENEFIT PLANS

     Holiday has a  Profit-Sharing  and  Employee  Investment  Plan which covers
substantially   all   employees   meeting   certain   minimum  age  and  service
requirements.  Employee  contributions  to the investment plan may, at Holiday's
discretion,  be matched 25% up to a maximum  employee  contribution of 6% of the
employee's  compensation.   Also,  at  Holiday's  discretion,  a  profit-sharing
contribution  may be  made.  Company  contributions  to the  plan,  included  in
selling,  general  and  administrative  expenses,  were  approximately  $58,133,
$113,000  and  $98,000  for the years ended  October  31,  2000,  1999 and 1998,
respectively.

     EMPLOYEE STOCK PURCHASE PLAN. Employees of the Company who are employed for
at least five  consecutive  months in any calendar  year,  are employed at least
twenty hours per week,  and own less than 5% of the common  stock,  may purchase
common stock at a 15% discount of fair market value.

13. CAPITAL AND OPERATING LEASE COMMITMENTS

     CAPITAL LEASE.  Holiday leases computer  equipment under agreements,  which
are classified as capital leases. Upon expiration of each of the leases, Holiday
will have an option to purchase the computer equipment for a nominal amount. The
equipment is included in property and  equipment in the amount of  approximately
$250,000 net of accumulated amortization of $410,439 and $331,000 at October 31,
2000 and 1999, respectively.

     OPERATING  LEASE.  Holiday  conducts its operations from leased  facilities
including land and buildings in Winter Garden and Fort Myers, Florida; Roseville
and Bakersfield, California; Prosperity, West Virginia; Wytheville, Virginia and
Lexington,  Kentucky. The leases expire on various dates from 2000 through 2010,
with most including renewal options.

     As  of  October  31,  2000,   the  future   minimum  lease  payments  under
noncancellable  capital and operating  leases with initial or remaining terms of
one year or more are as follows:

                                      F-19
<PAGE>

                                                 CAPITAL       OPERATING
                                                  LEASE         LEASES
                                                 --------    ------------
Year ending October 31,
     2001                                        $145,612     $1,119,096
     2002                                         138,066      1,065,845
     2003                                          46,415      1,046,327
     2004                                          41,455      1,046,327
     2005                                          28,552      1,046,327
                                                 --------    -----------
     Total minimum lease payments                $400,100     $5,323,922
                                                             ===========
     Less amount representing interest             67,921
                                                 --------
     Present value of minimum lease payments     $332,179
     Less current portion                         113,798
                                                 --------
     Long-term capital lease obligation          $218,381
                                                 ========

     Holiday's  rental expense under operating leases for the fiscal years ended
October  31,  2000,   1999  and  1998  was  $652,683,   $531,468  and  $527,645,
respectively.

14. RELATED PARTY TRANSACTIONS

     During the fiscal  years ended  October 31, 1999 and 1998,  Holiday  leased
facilities from its principal  stockholders  prior to June 30, 1999, and a trust
whose   beneficiaries   were  their  heirs  of  one  of  the  former   principal
stockholders.  Holiday paid an aggregate of $203,000 to these related parties in
each of the fiscal 1999 and 1998. During fiscal 2000,  Holiday leased facilities
from its Senior Vice  President  and General  Manager - Florida  Division for an
aggregate of $147,000.

15. COMMITMENTS AND CONTINGENCIES

     CONCENTRATION  OF CREDIT RISK.  Holiday's  financial  instruments  that are
exposed to  concentrations  of credit risk  consist  primarily  of cash and cash
equivalents and accounts  receivable.  Holiday places its funds with high credit
quality institutions. At times, the monies may be in excess of the FDIC or other
insurance limits.  With regard to receivables,  Holiday  routinely  assesses the
financial  strength and  collectibles  of its customers  and, as a  consequence,
believes that its accounts receivable risk is limited.

     Holiday relies on several manufacturers as suppliers for its product lines.
Approximately  47%,  49% and 58% of  Holiday's  new vehicle  sales for the years
ended  October  31,  2000,  1999 and 1998,  respectively,  consists  of vehicles
purchased from the same two  manufacturers.  In the opinion of  management,  the
loss of any one brand of new RV would not materially  affect  Holiday.  However,
the loss of all brands  sold by either of the two  largest  manufacturers  would
have a material effect on the company's sales.  Management feels the loss of all
brands from either of these two manufacturers to be highly unlikely.

     CONSULTING AGREEMENTS.  On June 30, 1999, Holiday entered into two separate
consulting  agreements  with the  former  principal  shareholders  to assist the
company in corporate administration activities.  These consulting agreements are

                                      F-20
<PAGE>

for a two-year period.  During the term of these  agreements,  Holiday shall pay
each consultant a total of $130,000 in fees, payable in monthly installments. In
addition,  each  consultant  was granted  options to purchase  40,000  shares of
common stock at an exercise  price of $3.21 per share (see note 10). The options
have a five-year term. Holiday has recognized  consulting expense of $82,000 for
the fiscal  year ended  October  31,  2000 based upon the Black  Scholes  option
pricing model valuation with the following assumptions:  (1) an average discount
rate of 5.5%,  (2)  volatility of 31% and (3) an option life of five years.  The
consultants  are also  entitled to certain  benefits  and the  reimbursement  of
expenses incurred.

     THIRD-PARTY  FINANCING.  Holiday  uses  third-party  banks  and/or  finance
companies to assist its customers in locating  financing for vehicle  purchases.
Holiday refers customer to one or more of these  third-party  financing  sources
and earns a referral fee if the third-party  lender  consummates a loan contract
with the customer.  These contracts represent third-party financing, and Holiday
provides no underwriting or credit approval  services for the lender.  Holiday's
referral  fees are a  commission  and are  typically  based upon the  difference
between the interest  rate the customer  pays under the contract with the lender
and an interest rate  designated by the lender.  At no time does Holiday service
or guarantee  the  collection  of these loans or  receivables.  Holiday could be
charged back the  commission by the lender if the loan is paid off or foreclosed
in a specified  period of time,  usually  limited to the first six months of the
term, and if the chargeback exceeds reserves retained by the lender.

     Holiday records this commission  income based upon the amount earned,  less
allowances  for  chargebacks.  In  determining  the allowances for charge backs,
Holiday  considers  total customer loans  outstanding and estimates the exposure
for potential chargebacks associated with foreclosure and early payoffs of these
loans.  Holiday  also  considers  current and future  economic  conditions,  the
effects  of  changes  in  consumer   interest  rates  and  the  aging  of  loans
outstanding.  The chargeback  allowance  recorded in accrued  expenses and other
current  liabilities was approximately  $245,000 and $63,000 at October 31, 2000
and 1999, respectively.

16. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The  following is a summary of unaudited  quarterly  results for the fiscal
years ended October 31, 2000 and October 31, 1999.

<TABLE>
                                                           Fiscal 2000 Quarter
                                     -------------------------------------------------------------
                                       First            Second             Third           Fourth
                                     --------          --------          --------         --------
                                             (Dollars in thousands, except per share data)

                                     <c>             <c>                 <c>              <c>
Revenue                              $ 34,039          $ 49,850          $ 38,566         $ 29,913
Gross Profit                            5,535             8,085             7,057            4,316
Net income (loss)                        (193)              153              (469)          (2,696)
Basic and diluted earnings (loss)
  per common share (a)                  (0.03)             0.02             (0.06)           (0.36)

</TABLE>
<TABLE>

                                                         Fiscal 1999 Quarter
                                     -------------------------------------------------------------
                                       First            Second             Third           Fourth
                                     --------          --------          --------         --------
                                              (Dollars in thousands, except per share data)

                                     <c>             <c>                 <c>              <c>
Revenue                              $ 18,183          $ 26,258          $ 19,697         $ 17,258
Gross Proffit                           3,071             4,248             3,534            3,174
Net income (loss)                         442               843               497              372
Basic and diluted earnings (loss)
  per common share (a)                   0.06              0.12              0.07             0.05

</TABLE>


                                      F-21
<PAGE>

(a)  Calculated independently for each period, and consequently,  the sum of the
     quarters may differ from annual amount.

17. SUBSEQUENT EVENTS

     On January 15, 2001 , Holiday's chief financial  officer and vice president
resigned after providing a letter of resignation  dated December 13, 2000. While
the employment  agreement entered into by Mr. McAlhaney and Holiday provides for
a  termination  payout of  $250,000,  the Company  believes  the payment of such
contingent liability to be remote.



                                      F-22
<PAGE>