<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              ___________________

                                Amendment No. 1

                                 FORM 10-K/A

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

[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

For the transition period from _______ to ________.

                        Commission file number: 0-16448

                          HOLIDAY RV SUPERSTORES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                   59-1834763
-------------------------------------------         ----------------------------
        (State or Other Jurisdiction                    (I.R.S. Employer
     of Incorporation or Organization)                 Identification No.)


200 E. Broward, Suite 920, Ft. Lauderdale, FL                    33301
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                   (Zip Code)

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.  Yes  X    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 definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
<PAGE>

     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, Incorporated had outstanding 7,904,300 shares of Common Stock.

                                       2
<PAGE>

                               EXPLANATORY NOTE

     This Amendment No. 1 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 on February 13, 2001 (the
"Form 10-K"). Part III, Item 10 "Directors and Executive Officers of the
Registrant," Item 11 "Executive Compensation," Item 12 "Security Ownership of
Certain Beneficial Owners and Management," and Item 13 "Certain Relationships
and Related Transactions" of the Form 10-K are hereby amended and restated in
their entirety to include the required disclosures.

     Except as provided in the next paragraph, the Form 10-K as amended hereby
continues to speak as of the date of the Form 10-K and the disclosures have not
been updated to speak to any later date. 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. 1 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.

     During and after the fiscal year ended October 31, 2000, the Registrant
underwent several senior management changes, which are set forth in Item 10.

     No exhibits are being filed with this Amendment No. 1 on Form 10-K/A.

                                       3
<PAGE>

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant

Executive Officers and Directors


             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


  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 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

                                       4
<PAGE>

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 a 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 -- "Take Stock in Florida."

  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 activities. 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 has served as a director of travelbyus.com, Ltd. (Nasdaq: TRIP) From its
inception in 1998 until its merger agreement with travelbyus.com, Ltd. in 2000
to form travelbyus, Inc., Mr. Sanders also served as the chairman of the board
of Aviation Group, Inc. (a manufacturing, overhaul, services and distribution
company to airlines all over the world). 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.

                                       5
<PAGE>

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.

  Paula M. Ouellete

     Ms. Ouellette has served Holiday since 1989 in a variety of human resources
and administration 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 Exchange Act requires Holiday's officers and directors
and persons who beneficially own more than 10% of our 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 filed 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 will be filing 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.

                                       6
<PAGE>

  Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                              Long-Term Compensation
                                          Annual Compensation

                                                                          Other
Name and                                                                  Annual          Restricted      Stock
Principal               Fiscal          Salary          Bonus          Compensation         Stock        Options       Other
Position                Year             ($)             ($)               ($)            Awards ($)        (#)         ($)
<S>                     <C>             <C>             <C>            <C>                <C>            <C>           <C>
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 and               1999             $ 26,500            --             --               --           125,000           --
  President

Armando Alonso,         2000             $117,023       $54,006             --               --            10,000           --
  Vice President        1999                   --            --             --               --            38,000           --

W. Hardee
  McAlhaney,            2000             $148,095            --             --               --                --     $171,000
  CFO and               1999             $102,639       $88,128             --               --                --     $    597
  Vice                  1998             $ 77,997       $75,102             --               --                --     $    597
  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 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.

                                       7
<PAGE>

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

                                                 Percent of
                                Number of           total
                               securities       options/SARs        Exercise
                               underlying        granted to         or base
                                 options        employees in         price         Expiration
Name                           granted (#)       fiscal year         ($/sh)          Date          5%($)            10%($)
-----------------------       -------------    ---------------    ------------    -------------   ----------     ------------
<S>                           <C>              <C>                <C>             <C>             <C>            <C>
Michael S. Riley......           90,000                             $ 5.87           1/25/10       $332,245        $841,974
                                 10,000                             $4.525           9/15/10         28,457          72,117
Ronald G. Huneycutt....          90,000                             $ 5.87           1/25/10        332,245         841,974
                                 10,000                             $4.525           9/15/10         28,457          72,117
James Teeter..........          100,000                             $ 4.75           5/01/10        298,725         757,028
Armando Alonso........           10,000                             $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 for 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>
<CAPTION>
                                     Number of securities                  Value of unexercised
                                    underlying unexercised                 in-the-money options
                                    options at FY-end (#)                       FY-end ($)
                               ------------------------------         ------------------------------
Name                           Exercisable      Unexercisable         Exercisable      Unexercisable
-------------------------      -----------      -------------         -----------      -------------
<S>                            <C>              <C>                   <C>              <C>
Michael S. Riley                225,000              --                    --                --
Ronald G. Huneycutt             225,000              --                    --                --
Armando Alonso                   48,000              --                    --                --
----------------------------------------------------------------------------------------------------
</TABLE>

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 22, 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, directors nominees and officers as a group.

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,

                                       8
<PAGE>

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 sixty (60) days of that date, in accordance with SEC
Rule 13d-3. Unless a person beneficially owns more than one percent 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. Michael S. Riley, the Chairman of Holiday, is the Chairman of
Recreational Holdings, Inc. and, as a result, all shares owned by Recreational
Holdings, Inc. are presented as beneficially owned by Mr. Riley also.

<TABLE>
<CAPTION>
                                                                          Options
                                            Numbers of Shares            Included In
Name and Address                            Beneficially Owned              Total             Percentage of Class
------------------------------------     -----------------------      ------------------   -------------------------
<S>                                       <C>                         <C>                  <C>
Recreational Holdings, Inc..........                   4,494,244                     --                       56.8%
Michael S. Riley....................                   4,900,158                225,000                       61.9%
Ronald G. Huneycutt.................                          --                225,000                           *
Armando Alonso......................                       9,686                 48,000                           *
Lee A. Iacocca......................                          --                110,000                        1.4%
William E. Curtis...................                     484,143                 10,000                        6.1%
David A. Kamm.......................                          --                 10,000                           *
David J. Doerge.....................                          --                 10,000                           *
Lee B. Sanders......................                          --                 10,000                           *
All directors, director nominees
  and officers as a group (9 persons)                 5,393,987                648,000                       68.2%
</TABLE>

_______________
*  Less than 1%

Item 13.   Certain Relationships and Related Transactions

          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.

                                    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)(2)  Financial Statement Schedules - All information required by Schedules
          called for under Regulation S-X is either not applicable or included
          in the Consolidated Financial Statements or Notes thereto.
  (a)(3)  Exhibits - The Exhibits filed as part of this Form 10-K are listed on
          the Index to Exhibits appearing on page 11.

  (b)     Reports on form 8-K

                                       9
<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, thereto duly authorized.

Dated: February 28, 2001              HOLIDAY RV SUPERSTORES, INC.

                                      By:  /s/ Ronald G. Huneycutt
                                         -------------------------------------
                                         Ronald G. Huneycutt, President and
                                         Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                       Title                              Date
<S>                             <C>                                        <C>
/s/ Michael S. Riley            Chairman of the Board and Director         February 28, 2001
Michael S. Riley

/s/ Ronald G. Huneycutt         Chief Financial Officer (Principal
Ronald G. Huneycutt                  Accounting Officer)                   February 28, 2001


David J. Doerge                            Director                        February __, 2001

/s/ William E. Curtis                      Director                        February 28, 2001
William E. Curtis

Lee B. Sanders                             Director                        February __, 2001

Lee A. Iacocca                             Director                        February __, 2001

/s/ David A. Kamm                          Director                        February 28, 2001
David A. Kamm
----------------------------------------------------------------------------------------------------------
</TABLE>

                                      10
<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
                  Reeves Ledford, dated January 12, Ledford, Robert Lee Ledford
                  and Joan 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 N 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]

                                      11
<PAGE>

     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        Asset Purchase Agreement between Registrant and County Line
                  Select Cars, Inc., and The Persons Named Therein dated
                  November 11, 1999[8]
     10.23        Stock Purchase Agreement between the Registrant, LittleValley
                  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]
     21.1         Subsidiaries of Registrant+
     23.1         Consent of Independent Auditors+
____________

[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.
+ Previously filed.

                                      12
<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
<PAGE>

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

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 principals
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 principals 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 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 result from the outcome of this uncertainty.

January 26, 2001, except as to Notes 2 and 9
  for which the date is February 12, 2001

  PricewaterhouseCoopers, LLP
  Orlando, FL


                                      F-2
<PAGE>

                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           OCTOBER 31,
                                                                  ----------------------------
                                    Assets                            2000            1999
                                                                  ----------------------------
<S>                                                               <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' Deficit

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>
<CAPTION>
                                                         YEAR ENDED OCTOBER 31,
                                               -----------------------------------------------
                                                    2000             1999             1998
                                               -------------    -------------    -------------
<S>                                            <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>
<CAPTION>
                                                 Common Stock     Additional                      Treasury Stock
                                            ---------------------   Paid-in      Retained     ----------------------    Deferred
                                              Shares      Amount    Capital      Earnings      Shares      Amount     Compensation
                                            -----------  --------  -----------  ------------  ---------  -----------  ------------
<S>                                         <C>          <C>      <C>           <C>           <C>        <C>          <C>
Balance at October 31, 1997                   7,465,000  $ 74,650  $ 5,112,271  $ 11,058,706     31,300    $ (50,193)  $   (12,421)
   Net income for the year                                                         1,693,116
    Treasury shares repurchased                                                                 220,400     (379,905)
    Amortization of deferred
      compensation                                                                                                          11,484
                                            -----------  --------  -----------  ------------  ---------  -----------   -----------
 Balance at October 31, 1998                  7,465,000    74,650    5,112,271    12,751,822    251,700     (430,098)         (937)
    Net income for the year                                                        2,153,775
    Exercise of common stock
      options                                    40,000       400       72,100
    Return of unvested
      restricted bonus stock                                                                      2,500       (2,681)
    Treasury shares repurchased                                                                  46,500     (108,876)
    Amortization of deferred
      compensation                                                                                                             937
                                            -----------  --------  -----------  ------------  ---------  -----------   -----------
 Balance at October 31, 1999                  7,505,000    75,050    5,184,371    14,905,597    300,700     (541,655)            -
    Net loss for the year                                                         (3,204,775)
    Exercise of common stock options            135,000     1,350      234,316
    Stock option compensation expense                                   72,290
    Options and warrants issued to lenders
      and consultants                                                  308,220
    Tax benefit of incentive stock options                              65,000
    Shares issued for acquisition               300,000     3,000    1,275,000
                                            -----------  --------  -----------  ------------  ---------  -----------   -----------

 Balance at October 31, 2000                  7,940,000  $ 79,400  $ 7,139,197  $ 11,700,822    300,700   $ (541,655)  $         -
                                            ===========  ========  ===========  ============  =========  ===========   ===========
</TABLE>

 See accompanying notes.

                                                                             F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                          YEARS ENDED OCTOBER 31,
                                                            -------------------------------------------------
                                                                  2000             1999             1998
<S>                                                         <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                      (149,027,563)     (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           (496,775)       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               616,416        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                    (6,879,529)        (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>
<CAPTION>
                                                                                        YEARS ENDED OCTOBER 31,
                                                                               -----------------------------------------
RECONCILIATION OF NET (LOSS) INCOME TO NET                                        2000            1999          1998
                                                                               -----------------------------------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                                            <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                            $  (496,775)   $ 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, Incorporated.  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
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.

                                                                             F-8
<PAGE>

      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.  Long-lived assets,
including property and equipment and intangible assets, are reviewed for
impairment whenever events or changes in business circumstances indicate the
carrying value of the assets may not be recoverable.  Impairment losses are
recognized if expected future cash flows of the related assets are less than
their carrying values.

      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.

      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).

                                                                             F-9
<PAGE>

          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:

                                                          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.

                                                                            F-10
<PAGE>

      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:

                                                       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. 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"), Prosperity, West
Virginia. 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.

                                                                            F-11
<PAGE>

     On October 31, 2000 Holiday acquired 100% of the issued and outstanding
stock of Hall's Enterprises, Inc. ("Hall"), Lexington, Kentucky. The total
purchase price paid to Hall's shareholders was $1.3 million, paid with 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.  The acquisition has been
accounted for under the purchase method of accounting, which resulted in the
recognition of approximately $1.3 million in goodwill, to be amortized over 20
years on a straight-line basis.

     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 of being
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 at a fixed conversion
price per share, at any time after two years from the date of issuance.

     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 at a
fixed conversion price per share, at anytime after two years from the date of
issuance.

     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 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, is 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

                                                                            F-12
<PAGE>

the lender and issued to the lender warrants to purchase 10,000 shares of common
stock of Holiday at 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-13
<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-14
<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-15
<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>
<CAPTION>
                    Options Outstanding                    Options Exercisable
------------------------------------------------------    ------------------------
                                             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
---------        -----------    ---------    ---------    -----------   ----------
<S>                 <C>            <C>          <C>          <C>           <C>
$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 under the Black-Scholes option pricing model and
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.

                                                                            F-16
<PAGE>

    Certain options were granted in fiscal 2000 at an exercise price below fair
value of the common shares on the date of grant.  Holiday recognized
approximately $73,000 of expense in connection with this grant.

    The weighted average fair value of the options granted in 2000 was $1.30 per
share. 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 for
fiscal 2000 would have been increased by approximately $1,491,000.

    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:


            Average discount rate                    5.50%
            Volatility                                 31%
            Average expense option life               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-17
<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.

                                                                            F-18
<PAGE>

     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:



                                                 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 mimimum 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

     Holiday paid $395,000, $203,000 and $203,000 to related parties for
facility rent (Note 13) during the years ended October 31, 2000, 1999 and 1998,
respectively.

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 collectibility 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
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 of these options. The consultants are also entitled to
certain benefits and the reimbursement of expenses incurred.

                                                                            F-19
<PAGE>

     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.

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

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

<S>                                          <C>               <C>               <C>              <C>
Revenue                                      $ 18,183          $ 26,258          $ 19,697         $ 17,258

Gross Profit                                    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>

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

                                                                            F-20
<PAGE>

17. SUBSEQUENT EVENTS.

       On January 12, 2001, Holiday's Chief Financial Officer and Vice
President's employment was terminated with the Company. While the employment
agreement provides for a termination payout of $250,000, the Company believes
the payment of such contingent liability to be remote.



                                                                            F-21