<PAGE>

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

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


                                  FORM 10-K/A



                                AMENDMENT NO. 2


<Table>
<C>          <S>
 (Mark One)
    [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934



             FOR THE FISCAL YEAR ENDED OCTOBER 31, 2001



                                   OR



    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
</Table>

                         COMMISSION FILE NUMBER 0-16448
                          HOLIDAY RV SUPERSTORES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<Table>
<S>                                            <C>
                   DELAWARE                                      59-1834763
       (State or Other Jurisdiction of                        (I.R.S. Employer
        Incorporation or Organization)                      Identification No.)
           200 EAST BROWARD BLVD.,                                 33301
                  SUITE 920,                                     (Zip Code)
           FORT LAUDERDALE, FLORIDA
   (Address of Principal Executive Offices)
</Table>

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (954) 522-9903

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                  COMMON STOCK
                                (TITLE OF CLASS)

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [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 a definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]


     The aggregate market value of the common stock held by non-affiliates of
the Registrant on January 10, 2002, based on the closing price of the common
stock on the Nasdaq National Market on that date was approximately $9,045,800.
As of January 10, 2002, Holiday RV Superstores, Inc. had outstanding 9,051,300
shares of common stock.


                      DOCUMENTS INCORPORATED BY REFERENCE:


                                     None.



     Explanatory Note: We are filing this Amendment No. 2 on Form 10-K/A to
amend and restate the financial statements filed as part of our Annual Report on
Form 10-K filed on January 29, 2002. We have restated our financial statements
as of and for the fiscal year ended October 31, 2001 to defer recognition of
commissions earned on extended warranty and service contracts. This amendment
also includes certain corrections to disclosures in the notes to the
consolidated financial statements for stock options, income taxes and commitment
and contingencies.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                          HOLIDAY RV SUPERSTORES, INC.


                                  FORM 10-K/A

                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 2001

                               TABLE OF CONTENTS


<Table>
<S>       <C>                                                           <C>
                                  PART I
Item 1.   Business....................................................    1
Item 2.   Properties..................................................    8
Item 3.   Legal Proceedings...........................................    9
Item 4.   Submission of Matters to a Vote of Security Holders.........    9

                                  PART II
Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters.........................................    9
Item 6.   Selected Financial Data.....................................   10
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations...................................   10
Item 7A.  Quantitative and Qualitative Disclosures about Market
          Risk........................................................   26
Item 8.   Financial Statements and Supplementary Data.................   26
Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure....................................   26

                                 PART III
Item 10.  Directors and Executive Officers of the Registrant..........   27
Item 11.  Executive Compensation......................................   28
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management..................................................   35
Item 13.  Certain Relationships and Related Transactions..............   36

                                  PART IV
Item 14.  Exhibits, Financial Statement Schedules and Reports on Form
          8-K.........................................................   36
Signatures............................................................   39
Financial Statements..................................................  F-1
</Table>


                                        i
<PAGE>

                          HOLIDAY RV SUPERSTORES, INC.

                                     PART I

ITEM 1.  BUSINESS

GENERAL

     Holiday RV Superstores, Inc. is a multi-store chain that sells, finances
and services recreation vehicles, or RVs, and recreation boats. As of January
29, 2002, we operate 11 dealerships in the following locations:

<Table>
    <S>                     <C>
    Bakersfield,            Las Cruces, New Mexico
    California              Spartanburg, South Carolina
    Roseville, California   Wytheville, Virginia
    Ocala, Florida          Prosperity, West Virginia
    Sanford, Florida        Ripley, West Virginia
    Winter Garden, Florida
    Lexington, Kentucky
</Table>


     Our fiscal year begins on the first day of November and ends on the last
day of October. References in this Annual Report on Form 10-K/A to "Holiday,"
"we," "us" or "our" mean Holiday RV Superstores, Inc. and its consolidated
subsidiaries unless the context specifically requires otherwise.


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

     Our principal executive offices are located at 200 East Broward Boulevard,
Suite 920, Ft. Lauderdale, Florida 33301 and our telephone number is (954)
522-9903. Our web site address is www.recusa.com.

RECREATIONAL VEHICLE INDUSTRY

  INDUSTRY OUTLOOK

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

<Table>
<Caption>
                                              2001(1)     2000      1999      1998      1997
                                              --------   -------   -------   -------   -------
<S>                                           <C>        <C>       <C>       <C>       <C>
New RV shipments............................             300,100   321,200   292,700   254,500
</Table>

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

(1) Shipment information for 2001 is not currently available.

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

     One in 10 families in the United States owns an RV, with over nine million
vehicles on the road and an estimated 30 million RV travelers. Projections by
the RVIA indicate that RV ownership will increase 21% from 8.6 million
households in 1997 to an estimated 10.4 million households in 2010. This
projection is based primarily on the large number of "baby boomers" who will
reach their peak earnings and vacation years during this period. The U.S. Census
Bureau confirms the expected growth of this segment of the U.S. population.

     In an effort to capitalize on the potential baby boomer opportunity, the RV
industry embarked on a highly publicized national market expansion program
beginning in 1997. This program is aimed at showing the lifestyle appeal of
RV-ing to the baby boomers. We believe the "Go RVing" slogan favorably portrays
the industry as one that offers solitude, family time and the opportunity to
slow down and reconnect with the world.

                                        1
<PAGE>

PRINCIPAL PRODUCTS AND SERVICES

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

<Table>
<Caption>
PRINCIPAL PRODUCT OR SERVICE                                  2001    2000    1999
----------------------------                                  -----   -----   -----
<S>                                                           <C>     <C>     <C>
New and used vehicles and marine products...................   89.9    90.7    88.7
Service, parts and accessories..............................    7.5     6.1     7.7
Other, net..................................................    2.6     3.3     3.6
Total revenue...............................................  100.0   100.0   100.0
</Table>

     Revenue from finance and insurance is included in the category entitled
"other, net."

  NEW AND USED RVS AND BOATS

     The RVs we sell are generally categorized as follows:

  Towables

     Towables are designed to be towed by a car, van or pickup truck. They
provide temporary housing for recreational, camping or travel use without
requiring permanent on-site hook up. There are four types of towable RVs:

     - Folding Camping Trailer

     - Truck Camper

     - Travel Trailer

     - Fifth Wheel Travel Trailer

  Motorized RVs

     Also known as motor homes, motorized RVs are built on or as part of a
self-propelled motor vehicle chassis. They include the following types:

     - Type A -- constructed entirely on a specially designed chassis that
       already has the engine and drive components;

     - Type B -- van campers are panel-type trucks to which the manufacturer
       adds sleeping, kitchen and toilet facilities, fresh water storage, 110
       volt hook-up and other items; and

     - Type C -- built on an automotive manufactured van frame with an attached
       cab section, or on an automotive manufactured cab and chassis. The
       manufacturer completes the body section, which contains the living area,
       and attaches it to the cab section. For the van conversion, the
       manufacturer modifies a completed van chassis aesthetically or
       decoratively for transportation and recreational purposes.

     Currently, there are many manufacturers of towable and motorized RVs.
Although there are several sources for manufactured conventional vans, only the
following major U.S. manufacturers supply RV manufacturers with chassis that
already contain engine and drive components:

     - Workhorse Custom Chassis;

     - Ford Motor Company;

     - Freightliner Corporation; and

     - Spartan Motors Corporation.

Ford Motor Company is the largest supplier of chassis to RV manufacturers.

                                        2
<PAGE>

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

  SERVICE, PARTS AND ACCESSORIES

     Service remains central to our mission of becoming the RV industry's first
national brand. Recognizing that poor service continues to top the list of
consumer complaints, we are committed to providing reliable, quality service at
all of our retail locations. Service historically provides higher margins than
new and used vehicle and accessory sales.

     Our service facilities are fully equipped to handle virtually any type of
RV. We are a factory designated chassis warranty service center for Gillig,
Chevrolet Division of General Motors, Freightliner Motors, Workhorse, and
Spartan Motors. These companies reimburse us for the warranty services we
provide. Our Spartanburg, South Carolina, Las Cruces, New Mexico, Prosperity,
West Virginia and Wytheville, Virginia dealerships are also equipped to repair
all brands of boats and motors that we sell.

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

     We maintain service agreements with most RV and marine companies. These
service agreements allow us to purchase parts and obtain technical assistance
needed to repair and service the manufacturer's vehicles, boats and equipment.

     The parts department of each of our dealerships supports our sales and
service functions. In addition, each retail center stocks accessory items often
purchased by RV owners. Each dealership also maintains a computerized
point-of-purchase inventory control and customer tracking system. Our
Spartanburg, Las Cruces, Prosperity and Wytheville dealerships also stock parts
and accessories for the marine products they sell. All of our locations sell
propane gas and provide sewage dump stations for RV waste evacuation.

  FINANCE AND INSURANCE

     We help our customers obtain financing by referring them to banks that
finance RV purchases. We also offer service contracts that provide additional
warranty coverage on RVs or some RV parts after the original warranty expires,
and various types of insurance policies, or credit life contracts, that pay a
customer's RV loans if the customer dies or is physically disabled. Our extended
warranty contracts range from one to seven years depending on whether the RV is
new or used. These contracts are also subject to mileage limitations. Our credit
life contracts range from one to seven years, based on the purchaser's age.

GROWTH STRATEGIES

     Until recently, our growth strategy focused on consolidation opportunities
in the highly fragmented recreation vehicle industry. Over the last two years,
we acquired seven established dealerships in geographic markets that we did not
already serve and worked to improve their performance and profitability by
implementing our operating strategies. We are currently developing a "rollout"
growth strategy to accomplish our expansion goals and increase our market share.
The primary components of this growth strategy are:

     - Roll-out and strategic partnering.  We have identified potential
       strategic partners with whom we would share a location. In these
       locations, we would offer recreation vehicles and our co-location partner
       would offer supplies and accessories often associated with RV owners.
       These include camping equipment and satellite dishes. In markets with no
       suitable partner, we intend to open new dealerships by leasing existing
       facilities. In May 2001, we opened our first co-location site with The
       Great Outdoors in Ripley, West Virginia. We also leased facilities on the
       site of a former car dealership in Sanford, Florida as an RV liquidation
       center.

     - Improved Store Performance.  We are reviewing our current practices and
       procedures to identify which are most successful. We intend to apply them
       on a uniform basis in all our locations. We are also

                                        3
<PAGE>

       providing training and creating incentive programs for our employees to
       improve their performance. We believe these and other initiatives that we
       are implementing will allow our same-store performance to improve each
       year by maximizing our revenue generating potential.

     - Selective acquisitions.  In limited situations where an acquisition may
       be appropriate to fill a gap in our geographic markets, we will consider
       additional acquisitions. However, we will only consider dealerships that
       have been consistently profitable and demonstrate significant untapped
       revenue and earnings potential. Currently, we have no acquisition targets
       and we do not intend to actively seek any acquisition candidates.

     The following objectives are key factors in successfully achieving our goal
to become the leading RV retailer in the industry:

     - Implementing our roll-out strategy;

     - Completing the integration of our recent acquisitions by identifying and
       implementing the best practices and procedures to insure a consistent
       customer experience at all of our locations;

     - Improving our inventory management process by limiting new product
       offerings and allowing each store's general manager the flexibility to
       stock merchandise based on that store's market;

     - Developing an asset management process that will optimize cash flow and
       provide operating funds for new stores by making it possible for our
       receivables and inventory turn rates to exceed current industry
       standards;

     - Decentralizing processes and support functions to reduce the need for a
       large corporate staff; and

     - Assembling a strong human resources team capable of identifying and
       successfully recruiting outstanding candidates for employment and
       providing the training and support that allow them to excel.

     We believe that the growth strategies we are now developing may prove to be
more cost-effective than our former strategy of growth through acquisitions. We
have found that the startup costs for new locations are far less than those
associated with acquiring an established business. Our new strategy also
eliminates the problems associated with integrating a new business into our
existing operations. However, we cannot assure you that we will successfully
implement this new strategy or that it will yield the anticipated results.

  NUMBER OF DEALERSHIPS

     The following table provides information about the number of dealerships we
operated over each of the last five fiscal years.

<Table>
<Caption>
                                                         FISCAL YEAR ENDED OCTOBER 31,
                                                        --------------------------------
                                                        2001   2000   1999   1998   1997
                                                        ----   ----   ----   ----   ----
<S>                                                     <C>    <C>    <C>    <C>    <C>
Open at beginning of year.............................   14      7      7      8      8
Opened during year....................................    2     --     --     --     --
Acquired during year..................................   --      7     --     --     --
Closed during year....................................    3     --     --      1     --
                                                         --     --     --     --     --
Open at end of year...................................   13(1)  14      7      7      8
</Table>

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

(1) Our Clermont, Florida location is currently being rebuilt following a fire
    in April 2001. In addition, we closed our Ft. Myers, Florida location as of
    December 1, 2001.

MARKETING

     In December 1999, we launched a national branding strategy to consolidate
and rebrand the various operating names of our subsidiaries under the trade name
"Recreation USA." We believe this trade name

                                        4
<PAGE>

better reflects our corporate identity and solidifies our acquisitions under a
single, recognizable brand that customers will remember.

ADVERTISING AND PROMOTIONS

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

WEB SITE

     We maintain a web site at www.RecUSA.com, where consumers can browse
through our new and used inventory, receive a trade-in quote, choose financing
and insurance, and schedule service for their RV or boat. RVs and boats
purchased through our web site can be delivered to any of our locations.
RecUSA.com also features an online parts and accessories catalog offering RV
supplies, camping equipment, housewares, hardware and other accessories, along
with special product and service discounts that are only available over the
Internet.

CUSTOMER BASE

     Our customer base demographics may vary from dealership to dealership, but
primarily are as represented in the following tables.(1)

<Table>
<Caption>
  RV OWNERSHIP RATES BY AGE GROUPS(2)        RV OWNERSHIP RATES BY INCOME GROUP(2)
----------------------------------------  -------------------------------------------
AGE OF HOUSEHOLDER  PERCENT OF OWNERSHIP  INCOME OF HOUSEHOLDER  PERCENT OF OWNERSHIP
------------------  --------------------  ---------------------  --------------------
<S>                 <C>                   <C>                    <C>
      18-24                 3.6%                   $15,000-              3.8%
      25-34                 6.2%             $15,000-24,999              7.5%
      35-44                 9.4%             $25,000-34,999              8.9%
      45-54                12.8%             $35,000-49,999             13.4%
      55-64                16.4%             $50,000-74,999             13.2%
      65-74                11.6%                   $75,000+              9.0%
       75+                  5.5%
</Table>

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

(1) Information from THE RV CONSUMER; A DEMOGRAPHIC PROFILE; A University of
    Michigan Study, RVIA. The tables summarize findings from the fifth national
    survey of RV ownership sponsored by RVIA.

(2) Of the population that falls into this group, this % owns RVs.

     No single customer accounted for more than 10% of our revenues for fiscal
2001 or in prior years. Because we do not depend on a few major customers, the
loss of one would not materially adversely effect us.

MANUFACTURERS

     We currently sell approximately 90 brands of RVs and recreational boats. We
purchase approximately 20% of our RVs from Fleetwood Enterprises, Inc., 17% from
Winnebago Industries, and 23% from Thor Industries, Inc. We purchase the
remainder of our RVs and boats from other manufacturers including National RV
Holdings, Inc., SMC Corporation, Forest River, Inc., Gulfstream Coach, Inc., and
Tracker Marine, Inc. In our opinion, the loss of any one brand of new RVs would
not materially effect us. Although the loss of all the brands sold by any of the
three largest manufacturers would have an adverse effect on our sales,

                                        5
<PAGE>

we believe that such a loss is highly unlikely. Decisions regarding which brands
to sell at each dealership are made on a regional basis, rather than centrally
at our corporate headquarters.

FLOOR PLAN FINANCING

     Substantially all new and used vehicles and boats held in inventory are
pledged as security under floor plan contracts with financial institutions.
Under these contracts, the sale of a pledged vehicle to a consumer requires us
to pay the lender the amount, or release price, attributable to that vehicle
under the floor plan contract. Manufacturers have agreements with financial
institutions for new vehicles that provide the lenders limited repurchase
indemnification against any default by us under the floor plan contract. Our
primary floor plan agreement expired in November 2001. We recently negotiated a
forbearance arrangement with the lender. Under that arrangement, our lender
continued to provide funding through January 23, 2002. During that period, the
lender evaluated pro forma financial and cash flow analysis we provided, among
other things. Based on that evaluation, the lender will determine whether to
extend our current forbearance arrangement, enter into a new lending agreement
or demand repayment of the outstanding unpaid balance. As of January 29, 2002,
the lender had not decided which option to pursue.

EMPLOYEE RELATIONS

     As of October 31, 2001, 2000 and 1999, we had approximately 319, 351 and
195 full-time employees, respectively. We have no collective bargaining
agreements with labor unions and have never experienced work stoppages. We
consider our employee relations to be good. We maintain internal training
programs at every level and have an internal quality control program and
customer satisfaction feedback system for all of our dealerships. We maintain a
nation-wide recruitment program for sales, service and management personnel.
Support personnel are usually hired from the local labor force. Factory training
programs are available to our employees and we generally take full advantage of
these programs by sending our employees to the manufacturer-supervised schools.
Most full time employees are provided with paid annual vacations, medical and
hospitalization insurance premium reimbursement, sick leave, paid holidays,
stock grants and other fringe benefits. After one year of employment, employees
are eligible to participate in the profit sharing and 401(k) investment plans.

  EMPLOYEE STOCK OPTION PROGRAM

     In fiscal 2000, our Board of Directors and stockholders approved the 1999
Stock Compensation Program. We have reserved three million shares of common
stock for issuance upon exercise of the options granted under the program. The
program provides for incentive stock options, non-qualified stock options, stock
purchase rights and stock appreciation rights. Our Board of Directors
administers the program. In January 2001, the Board of Directors granted options
to purchase a total of 487,750 shares of common stock to those employees with at
least one continuous year of service to Holiday. During fiscal 2001, we issued
additional options to purchase shares of common stock to newly hired employees.

SEASONALITY

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

COMPETITION

     According to RVIA, there are approximately 3,500 RV dealers and 190 RV
manufacturers in North America. Competition in the sales of new and used RVs is
intense. Some of these retailers have more than one location, although most of
our competitors operate from a single location. We believe we are one of the
most

                                        6
<PAGE>

competitive RV dealers in the nation, offering approximately 90 brands of new
RVs and boats supported by a coast-to-coast network of service facilities that
is unique in the industry.

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

     The RV business depends heavily on the availability and terms of financing
for the retail purchase of its products. Consequently, changes in interest rates
and the tightening or loosening of credit by government agencies and financial
institutions dramatically affects our business. As discussed in more detail in
the Risk Factors section, the Floor Plan Financing paragraph of this section,
and in the Management's Discussion and Analysis of Results of Operations, our
major floor plan contract expired in November 2001 and the lender has not
decided whether it will continue to provide us with financing, or on what terms.
Without sufficient floor plan financing we cannot stock the inventory needed to
compete effectively.

     The RV business is also negatively impacted by general economic down-turns
and fuel cost increases.

REGULATION

     Compliance with federal, state and local laws and regulations, including
environmental protection laws, has not had, and is not expected to have, a
material effect on capital expenditures, earnings or our competitive position.

INSURANCE COVERAGE

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

                                        7
<PAGE>

ITEM 2.  PROPERTIES

FACILITY AND LOCATION

     The following table sets forth the location, premise size, and building
square footage for our properties as of October 31, 2001.

<Table>
<Caption>
                                                              SQUARE FEET   ACRES
                                                              -----------   -----
<S>                                                           <C>           <C>
RETAIL OPERATIONS
OWNED
Clermont, Florida(1)........................................    27,148      15.2
Inverness, Florida(2).......................................     5,936       1.5
Las Cruces, New Mexico......................................    14,000       7.0
Ocala North, Florida........................................     6,856      17.9
Ocala South, Florida(2).....................................     2,774       7.8
Tampa, Florida(2)...........................................    13,000       5.2
Spartanburg, South Carolina.................................    34,000      20.0

LEASED
Bakersfield, California.....................................    17,400       6.9
Roseville, California.......................................    24,000       3.6
Ft. Myers, Florida(3).......................................    17,300       3.6
Winter Garden, Florida......................................    30,000       5.0
Lexington, Kentucky.........................................    20,000       5.0
Wytheville, Virginia........................................    11,250       3.0
Prosperity, West Virginia...................................    62,450       5.5
Sanford, Florida............................................    11,370      10.0

EXECUTIVE OFFICES

LEASED
Ft. Lauderdale, Florida.....................................     4,500       n/a
Orlando, Florida............................................     3,750       n/a
</Table>

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

(1) Currently being rebuilt after fire damage.

(2) Dealership is closed and property is for sale.

(3) Lease expires May 1, 2002 and will not be renewed.

     Our leases generally have terms ranging from five to ten years and are
renewable at our option. As current leases expire, we believe that we will be
able to renew them, or to obtain leases for equivalent or better locations in
the same general area.

     The land and buildings at our owned locations were subject to mortgages
with aggregate balances of approximately $7 million as of October 31, 2001.

     We believe that our facilities are adequate for the foreseeable future for
the business conducted at most locations. In fiscal 2000, our former dealership
in Greer, South Carolina was relocated to a new facility in Spartanburg, South
Carolina. Properties in Bakersfield, California, Las Cruces, New Mexico and
Spartanburg, South Carolina have room for limited expansion. Our property in
Clermont, Florida was damaged in a fire in April 2001. We expect the
reconstruction to be complete during the second quarter of fiscal 2002. We also
intend to sell the properties we own in Inverness, Ocala South and Tampa,
Florida where we have closed dealerships. Further, we do not intend to renew the
lease for our Ft. Myers, Florida dealership which was closed as of December 1,
2001.

                                        8
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

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

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

     None.

                                    PART II

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

PRICE RANGE OF COMMON STOCK

     Our common stock is traded on the Nasdaq National Market under the symbol
RVEE. As of January 10, 2002, there were 420 holders of record of our common
stock.

     The table below gives the high and low closing sale prices for our common
stock for each of the quarters in the fiscal years ended October 31, 2001 and
2000, as reported on the Nasdaq National Market.

                                  MARKET PRICE

<Table>
<Caption>
                                                       2001                2000
                                                 -----------------   -----------------
QUARTER ENDED                                     HIGH       LOW      HIGH       LOW
-------------                                    -------   -------   -------   -------
<S>                                              <C>       <C>       <C>       <C>
January 31.....................................  $4.4375   $3.5625   $7.1250   $3.6250
April 30.......................................   4.1875    2.8800    6.7500    4.0000
July 31........................................   4.0000    3.1000    5.5000    3.6250
October 31.....................................   3.7000    1.2500    5.0937    3.8175
</Table>

DIVIDEND POLICY

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

RECENT SALES OF UNREGISTERED SECURITIES

     In January 2002, we sold 200 units of our securities to two accredited
investors in a private placement in reliance on Rule 506 of Regulation D of the
Securities Act of 1933, as amended. Each unit consisted of 100 shares of Series
A Preferred Stock and a warrant to purchase 5,000 shares of common stock, none
of which are currently exercisable.

                                        9
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The following table sets forth selected historical financial data. This
data was derived from our audited Consolidated Financial Statements. The
selected historical financial data is qualified in its entirety by, and should
be read in conjunction with, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Business" and our Consolidated Financial
Statements, including the related notes to the financial statements.


<Table>
<Caption>
                                                          FISCAL YEAR ENDED OCTOBER 31,
                                             -------------------------------------------------------
                                             2001(1)(3)    2000(2)      1999       1998       1997
                                             ----------   ---------   --------   --------   --------
                                             (RESTATED)   (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<S>                                          <C>          <C>         <C>        <C>        <C>
SELECTED STATEMENT OF INCOME DATA:
Net revenue................................   $134,089    $152,367    $81,396    $74,294    $68,007
Net income (loss)..........................   $(18,022)   $ (3,205)   $ 2,154    $ 1,693    $ 1,387
Net income (loss) per common share.........   $  (2.21)   $  (0.42)   $  0.30    $  0.23    $  0.19
</Table>


<Table>
<Caption>
                                                             AS OF OCTOBER 31,
                                             -------------------------------------------------
                                             2001(3)    2000(2)     1999      1998      1997
                                             --------   --------   -------   -------   -------
                                                              (IN THOUSANDS)
<S>                                          <C>        <C>        <C>       <C>       <C>
SELECTED BALANCE SHEET DATA:
Total assets...............................  $ 56,894   $ 90,186   $45,735   $37,740   $33,979
Long term obligations......................  $  8,120   $ 11,691   $   156   $   221   $   286
Cash dividends paid........................        --         --        --        --        --
</Table>

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


(1) Includes a $2.2 million charge representing effect of a change in accounting
    principle. See Management's Discussion and Analysis of Financial Condition
    and Results of Operations.


(2) Includes 11.5 months of activity for County Line, which we acquired on
    November 11, 1999, and eight months of activity for Little Valley, which we
    acquired on March 1, 2000. See Note 2 to the financial statements.

(3) Includes 12 months of activity of Hall Enterprises, Inc., which we acquired
    on October 31, 2000.

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

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS


     This Annual Report on Form 10-K/A includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements reflect our current views about future events
and financial performance. The words "believes", "projects," "anticipates,"
"estimates," "expects," "most likely," "intends," and similar expressions,
identify forward-looking statements.



     Any forward-looking statement that we make or is made on our behalf is
subject to uncertainties and other factors that could cause actual results to
differ materially from those statements. The uncertainties and other factors
include, but are not limited to, the factors described in the section entitled
"Risk Factors," and elsewhere in this Annual Report on Form 10-K/A. Although we
have attempted to list the factors we believe to be important to our business,
other factors may also significantly affect our operating results. New factors
emerge from time to time and it is not possible for us to predict all of those
factors, nor can we assess the impact of each factor on the business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from forward-looking statements.


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

                                        10
<PAGE>

GENERAL

     We are a multi-store dealership chain that sells, finances and services
RVs, boats and other recreation vehicles. We currently have 12 retail locations,
although our Clermont, Florida dealership was damaged by fire in April 2001 and
is still being reconstructed. We expect the reconstruction to be complete during
the second quarter of fiscal 2002.

     Our growth depends primarily on our ability to obtain the necessary capital
to support our operations and allow us to successfully execute our business
plan. Key elements of our business plan include opening new stores, increasing
the performance of our existing locations, and, growing through selective
acquisitions in limited circumstances. Our inability to meet our projected
growth potential will adversely impact our business.

     Our primary focus in fiscal 2000 was on acquiring well-established RV and
marine dealerships with strong leadership roles in key geographic markets with
strong demographics. We then worked to improve their performance and
profitability by implementing our operating strategies. In fiscal 2001, our
primary strategy focused on integrating the acquired dealerships into our
corporate structure, reducing our inventory turnover rates to comply with dollar
limits imposed by our primary floor plan lender, reducing expenditures and
closing unprofitable locations. Our performance in fiscal 2001 reflects a
reevaluation of our business from all aspects. We believe that structuring our
business to fit within the limitations of our capital resources will position us
to perform at higher levels if the demand for recreational products increases at
the anticipated rate. We intend to add new dealerships by leasing suitable
property in key geographic markets and through co-location opportunities with
strategic partners, but only if we have sufficient working capital to sustain
expansion. We will also consider acquisition opportunities within our existing
markets if we believe it will result in operating and marketing efficiencies and
that the acquisition will immediately add profits to operations. While we do not
anticipate closing any of our current dealerships, we intend to closely monitor
the performance of all locations and close any that are unprofitable or whose
performance does not justify continued operations.

     All of our acquisitions were accounted for using the purchase method. As a
result, we have not included in our financial statements the results of
operations of the acquired companies prior to the dates we acquired them. Any
goodwill of an acquisition is amortized over a 20-year period.

     Our growth also depends on same store growth and maintaining sufficient
working capital to operate each store efficiently. We have experienced a
downturn in sales for the last sixteen months. Beginning in the fourth quarter
of fiscal 2000, there was a downturn in our sales. We believe that the industry
and our markets are poised for recovery and continued increased sales. We expect
our same store sales growth to follow these industry trends based on the number
of "baby boomers," our target demographic group, reaching their peak earnings
and vacation years during that period. We also believe there is a renewed sense
of national pride and an increased desire to experience the geographic diversity
of the United States. The U.S. Census Bureau confirms the projected growth of
the baby boomers population segment. We believe this group of buyers and other
demographic groups will increasingly use recreational products as a travel
alternative and to enhance the quality of their lives. However, these trends may
not produce the increased sales that we expect.

     We launched a national branding strategy in December 1999 to consolidate
and rebrand the various operating names of our subsidiaries under the trade name
Recreation USA. We believe the new trade name better reflects our corporate
identity and solidifies our acquisitions under a single, recognizable brand that
will be memorable with customers. However, we believe there is a greater
potential to capitalize on the brand identity. We intend to evaluate strategies
aimed at achieving a greater value with our geographic market diversity.
Implementing these strategies depends on the continued availability of cash to
advertise and promote our brand.


     As more fully described in Note 18 to the financial statements, in March
2002, the Company determined that its financial statements required revision to
defer recognition of revenues for commissions earned on the sale of
administrator obligor extended warranty and service contracts subject to a
chargeback period in accordance with the U.S. Securities and Exchange Commission
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
(SAB 101).


                                        11
<PAGE>


     Effective November 1, 2000, we changed our revenue recognition policy
related to commissions we earn for placing retail financing contracts with
indirect lending institutions in connection with customer vehicle and marine
purchases and customer purchases of credit life insurance products to defer
these commissions until the chargeback period has lapsed. Also effective
November 1, 2000, we changed our revenue recognition policy related to
commissions earned on the sales of administration obligor extended warranty and
service contracts to defer these commissions until the 100% chargeback period
has lapsed and to recognize revenue ratably over the remaining life of the
contracts as commissions are earned and not subject to chargeback. This change
was made in accordance with the implementation of the U.S. Securities and
Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" (SAB 101). The effect of this change is reported as the
cumulative effect of a change in accounting principle in the year ended October
31, 2001. The net effect reflects the deferral as of November 1, 2000 of
approximately $2.2 million of revenue net of chargebacks previously recognized.
We recognized approximately $1,187,000 of the revenue included in the cumulative
effect adjustment during the year ended October 31, 2001. The effects of this
change in accounting principle on net loss and net loss per share for the year
ended October 31, 2001 were decreases of approximately $168,000 and $0.02 per
share, respectively.


RESULTS OF OPERATIONS

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


<Table>
<Caption>
                                                            FISCAL YEAR ENDED OCTOBER 31,
                                                           -------------------------------
                                                              2001         2000      1999
                                                           -----------    ------    ------
                                                           (RESTATED)
<S>                                                        <C>            <C>       <C>
Total revenue............................................     100.0%      100.0%    100.0%
Cost of sales............................................      86.3%       83.6%     82.8%
                                                              -----       -----     -----
Gross profit.............................................      13.6%       16.4%     17.2%
Selling, general and administrative expense..............      21.2%       16.4%     12.6%
                                                              -----       -----     -----
Income (loss) from operations............................      (7.6)%       0.0%      4.6%
Interest expense, net....................................       3.4%        3.3%      0.7%
Gain (loss) on the sale of fixed assets..................      (0.1)%       0.0%      0.4%
Loss on debt conversion..................................      (1.1)%        --        --
Gain on insurance recovery...............................       0.3%         --        --
Income tax provision (benefit)...........................       0.0%       (1.2)%     1.6%
                                                              -----       -----     -----
Net income (loss) before cumulative effect of a change in
  accounting principle...................................     (11.9)%     (2.1)%      2.6%
Cumulative effect on prior years as of November 1, 2000
  related to the implementation of SAB 101...............      (1.5)%        --        --
                                                              -----       -----     -----
Net income (loss)........................................     (13.4)%     (2.1)%      2.6%
                                                              =====       =====     =====
Number of stores at end of period........................        12          14         7
</Table>


  RESULTS OF OPERATIONS FOR FISCAL 2001 COMPARED TO FISCAL 2000

     Sales and service revenue decreased 11.8% to $134.3 million in fiscal 2001
from $152.4 million in fiscal 2000. Of this decrease, $33.7 million was
attributable to a 23.2% decrease in same store sales, partially offset by the
effect of acquired stores. Used vehicle sales as a percentage of total vehicle
sales increased to 33.1% in fiscal year 2001 compared to 32.9% in fiscal year
2000. Used vehicle sales result in approximately 2.1% higher gross profits than
new units on average. New RV and marine product sales decreased in fiscal 2001
to $75.9 million, or 56.5% of total RV and marine product sales, from $97.6
million, or 64.0% of total RV and marine product sales in fiscal 2000. Although
new vehicle sales may have been adversely affected by the

                                        12
<PAGE>

reduction in available inventory, management believes that its prior inventory
levels were principally overstocked.

     The decline in comparable store sales was primarily the result of the
following three factors:

     - INTERNAL MANAGEMENT INITIATIVES.  Management focused on reducing aged and
overstocked inventory by reducing selling prices, lowering inventory at all
locations to increase inventory turnover and restocking inventory based on local
market demand at each dealership. We also focused on changing our product mix to
include less expensive new models, and more used RVs, which have a higher gross
profit. We believe that lower priced used vehicles are more desirable in a weak
economy characterized by declining consumer confidence. In addition, in the last
45 days of fiscal year 2001, we focused on store performance by closing
dealerships we believed were not performing at levels sufficient to justify
their continued operation. We also closed dealerships in markets where we had
multiple locations. We expect to offset most of the loss of revenue from the
closed locations with increased revenue and profits from stores remaining in the
same general market of each closed dealership.

     - EXTERNAL MARKET CONDITIONS.  We believe that declining consumer
confidence and the slower economic environment played a significant role in the
overall decrease in recreation vehicle and marine product revenue for fiscal
year 2001. However, studies show that the long term outlook for RV sales
continues to appear favorable. Based on research conducted for the RVIA in fall
2001, we believe lower gas prices, lower interest rates and the desire for
greater flexibility and control over travel plans in the post-September 11
travel climate will increase the demand for our products. Demographic studies
reflect continued growth in the recreational vehicle prime target market for the
next 30 years. We intend to continue responding to market demand by emphasizing
lower priced vehicles, and offering value added service and warranty programs
while reducing costs.

     - FINANCIAL CONSTRAINTS.  Our ability to maintain what we believe is a
desirable mix between new and used products has been hampered by reductions in
our available floor plan credit line and the time required to sell aged
inventory, which is not eligible for floor plan funding, and overstocked
inventory in a weak market. In addition, throughout fiscal year 2001, we have
had insufficient capital to satisfy all of our working capital requirements.
This dramatically limits our ability to meet our business objectives and fully
exploit our markets in any economic environment.

     Parts and services revenue increased $0.8 million, or 9.0%, to
approximately $10 million in fiscal 2001 from $9.2 million in fiscal 2000. While
same store sales decreased $0.9 million, or 6.8%, this decrease was offset by
acquired or newly opened stores. Although there was a downturn in our overall
business and we were constrained by our limited working capital, we emphasized
our parts and service business which contributed positively to our performance.

     Net revenue from finance and insurance products and other sources decreased
$1.5 million, or 30.1%, to $3.5 million from $5 million in the prior fiscal
year. Of this decrease, $2.3 million was attributable to a 53.8% decrease in
same store sales partially offset by net revenue generated from acquired or
newly opened stores. The overall decrease in fiscal 2001 is directly related to
our decrease in new and used RV and marine product sales. Effective November 1,
2000, we changed our revenue recognition policy by adopting "SAB 101," which
defers recognizing revenue on commissions received from placing indirect retail
installment contracts with indirect lenders and fees generated from the sale of
credit life insurance. The cumulative adjustment required to record the
accounting change is separately recorded as a charge before net income in the
consolidated statement of operations. The current year net effect of this change
in the revenue recorded from finance and insurance products was additional
revenue of $0.1 million.

     Total gross profit decreased $6.3 million, or 25.4% in fiscal 2001 from
$25.0 million in 2000, primarily due to a 24.9% decrease in same store gross
profit, partially offset by gross profit from the newly acquired dealerships in
fiscal 2000. The decrease in actual dollars and as a percent of revenue was
primarily related to a reduction in overstocked and aged inventory which we
accomplished by reducing retail prices to increase sales of aged units and
through additional inventory reserves based on inventory aging, reassessment of
wholesale market value and salability, historical sales activity and the
condition of the merchandise as of October 31,

                                        13
<PAGE>

2001. These efforts resulted in a fourth quarter charge of $2.3 million. In
addition to marking down inventory, which we believe created value for our
customers, we provided incentives to our sales force to achieve our inventory
objectives. Although these initiatives impacted gross profit, we successfully
reduced new and used RV and marine product inventories by $24.6 million, or
42.7%.

     Parts and services gross profit decreased $0.1 million, or 1.6%, to $4.1
million from $4.2 million in fiscal 2000. Same store gross profit decreased $0.5
million, or 7.9%, partially offset by the effect of the acquired stores. In
addition, all parts and accessory inventory was reviewed and valued based on
sales history, aging, condition of merchandise and applicability to the markets
we service. As a result, our reserve for obsolescence increased by $0.5 million
in fiscal 2001.

     Net revenue from finance and insurance and other products contributed 18.6%
of total gross profit in fiscal 2001 compared to 19.9% in fiscal 2000.

     Selling, general and administrative expenses increased 7.2%, or
approximately $1.8 million, in fiscal 2001 to $26.8 million from $25 million in
fiscal 2000. On a same store basis, selling, general and administrative expenses
decreased $0.3 million, or 1.8%, to $17 million in fiscal 2001 compared to $17.3
million in fiscal 2000. Acquisitions and new store openings represent an
additional expense of $4.3 million in fiscal 2001. All other expenses were $4.2
million. In fiscal 2001, we also recorded an expense of $1.6 million for common
stock issued to a financial consultant as compensation for services. Personnel
related expenses remained essentially unchanged, and represented 54.3% of
expenses in fiscal 2001, compared to 59.3% in fiscal 2000. Total selling,
general and administrative expenses as a percent of revenue increased to 20.2%
from 16.4% due to decreased revenue and increased charges incurred in fiscal
2001.

     In the fourth quarter of fiscal 2001, we recorded a charge of $1.6 million
representing impaired goodwill for two closed stores. We concluded that
operating one larger dealership in a geographic market, rather than three
smaller dealerships in the same market, would improve performance in that
market, and positively impact the performance of our dealerships in surrounding
markets.

     Loss from operations in fiscal 2001 was $9.8 million, approximately $9.4
million more than the fiscal 2000 loss from operations. This was primarily the
result of the activities described above.

     Interest expense decreased to 3.5% to $4.6 million in fiscal 2001 from $5.1
million in fiscal 2000. The decrease was primarily due to reductions in floor
plan financing as a result of decreased inventory levels, despite an increase in
our floor plan interest rates.

     We had losses from the sales of assets of $0.1 million compared to a slight
gain in fiscal 2000.

     In fiscal year 2001, we recorded a gain of $0.4 million from an insurance
recovery on the Clermont, Florida property damaged in a fire.

     Debt conversion expense of $1.5 million was charged in fiscal 2001 in
connection with the conversion of seller notes into shares of our common stock.
Seller notes with a principal balance of approximately $3.2 million were
converted into 912,000 shares of common stock valued at approximately $2.7
million, or $0.5 million less than the carrying value of the debt. Since the
terms of the conversion were the result of a modification of the original
conversion terms that would have called for share issuance at a fixed price of
$7.50 per share, or 430,923 shares, we were required under SFAS No. 84, "Induced
Conversions of Convertible Debt," to record this non-cash expense charge equal
to the fair value of the incremental shares (481,077) issued.

     An income tax benefit of $0.1 million was recorded in fiscal 2001. Most all
current year tax benefits created from 2001 loss carrybacks to income years were
offset by a valuation allowance established to reduce previously recognized
deferred tax assets due to uncertainty about their realization. See Note 11 to
the financial statements. In fiscal 2000, we recorded an income tax benefit of
$1.8 million. We received a tax refund of approximately $1.4 million in fiscal
2001 for a carry back of net operating loss.


     In fiscal 2001, we recorded a $2.2 million charge for the cumulative effect
of a change in accounting principle resulting from the change in our revenue
recognition policy from adopting "SAB 101," which defers


                                        14
<PAGE>


recognizing revenue on commissions received from placing indirect retail
installment contracts with indirect lenders, fees generated from the sale of
credit life insurance and commissions earned on the sale of administrator
obligor extended warranty and service contracts until the commission chargeback
period had lapsed.


  RESULTS OF OPERATIONS FOR FISCAL 2000 COMPARED TO FISCAL 1999

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

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

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

     - Changes in competition within each market we operate;

     - Movement in interest rates;

     - General market conditions in the areas in which our stores are located;

     - Our acquisition of new dealerships in the same general market of our
       existing dealerships; and

     - The risk factors set forth below.

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

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

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

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

     Loss from operations in fiscal 2000 was $39,000. This was $3.8 million less
than the $3.7 million income from operations earned in fiscal 1999. This was
primarily the result of the activities described above, including

                                        15
<PAGE>

costs associated with expanding our infrastructure, acquisition related expenses
and improving stockholder communications. Operating income as a percent of
revenue decreased to 0.0% from 4.6%.

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

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

LIQUIDITY AND CAPITAL RESOURCES

     Our cash needs are primarily to support operations, including non-floored
inventory for resale. Historically we have met our cash needs with cash on hand
or occasional borrowings from former affiliates of our directors or officers,
and other non-affiliated third parties, in the form of bridge financing. We
intend to limit our use of this source of funding in the future because the
terms and expense of this type of short term lending do not fit within our
financing strategy. Our new and used inventory are financed by floor plan credit
facilities, which were significantly reduced in fiscal 2001 and are currently
being renegotiated.

     Cash flows from operations.  During the fiscal year ended October 31, 2001,
our cash flows decreased primarily due to a $16.6 million net loss. Cash of
$22.9 million was used during the fiscal year to repay our floor plan lenders.
Total inventory was reduced $25.6 million. Repayments to general suppliers and
vendors have been extended with accounts payable increasing $0.9 million. We
also received $1.4 million in cash for an income tax refund that resulted from
our net operating loss carry back. Other current asset balance sheet accounts
were reduced offsetting the reduction in cash flow from the net operating loss.

     Cash flows from investing.  Investing activities used net cash of $0.5
million as compared to $6.9 million in the previous fiscal year. This decrease
resulted from changing our business strategy in fiscal 2001 from growth through
acquisition to our current focus on integrating the acquired dealerships,
reducing inventories and closing unprofitable locations. In fiscal 2000, we used
$6.2 million to purchase dealerships, and $3.4 million to purchase property,
plant and equipment, primarily for the County Line and Little Valley
dealerships. The prior year also included a sale and leaseback transaction that
provided $2.1 million in cash. Capital expenditures for property and equipment
are expected to be less than $500,000 in fiscal 2002. In fiscal year 2001, we
invested $1 million in restricted cash to support our floor plan agreement with
our primary lender and $0.1 million to support other obligations.

     Cash flows from financing.  Financing activities provided net cash of $0.9
million as compared to $0.5 million in fiscal 2000. We raised $2 million in
fiscal 2001 through additional short term bridge loans, some of which were
repaid in 2001 and others with repayment terms that have recently been
renegotiated. In fiscal 2000, we received $2.2 million from a real property
mortgage on our Spartanburg, South Carolina dealership and $3.9 million of notes
payable and used $5.8 million to retire notes payable.

     Net use of cash from all activities was $2.1 million, which reduced cash
and cash equivalents to $0.1 million from $2.2 million the prior year.


     Working capital.  Working capital decreased to $(1.4) million from $9.0
million the prior year, primarily due to the net operating loss, an increase in
accounts payable, deferral of revenue recognition and a reduction in inventory
at reduced margins.


     Capital expenditures.  Generally, all major capital projects are
discretionary in nature and no material commitments currently exist. Any capital
expenditures will be funded from additional debt or equity sources.

     Principal long term commitments.  As of October 31, 2001, our principal
long-term commitments consist of operating leases and notes payable.

                                        16
<PAGE>

     Our recovery and growth strategies depend upon obtaining adequate financing
to cover operational needs and ultimately establish additional RV and marine
dealerships.

     We finance substantially all new and used inventories through floor plan
financing arrangements with one primary and several smaller lenders. These
financing agreements generally require that substantially all new and used
vehicles and marine products held in inventory be pledged as collateral.
Advances become due upon sale of the related vehicle or marine product or as the
related item ages beyond the allowable finance period.

     In March 2001, we entered into an amended and restated loan and security
agreement with our primary floor plan lender that required the following:

     - the reduction of available credit to a maximum of $25,000,000 by May 1,
       2001;

     - the maintenance of certain financial covenants including tangible net
       worth and working capital and debt to tangible net worth ratios; and

     - collateral of $3.5 million in the form of a certificate of deposit to be
       pledged by March 26, 2001.

     In April 2001, we completed further negotiations with our primary lender to
amend several of the terms of the March 2001 amended and restated loan and
security agreement. The first amendment to the amended and restated loan and
security agreement reduced the certificate of deposit pledge to $1 million and
added collateral consisting of mortgages on all of our unencumbered real estate.
The $1 million certificate of deposit was established in July 2001 and is
classified as restricted cash at October 31, 2001. The interest rate for
advances on eligible new and used inventory was at prime plus 3.0% and 3.5%,
respectively. The first amendment, which expired October 31, 2001, waived our
failure to meet the financial covenants through April 30, 2001. We did not meet
the financial covenants through October 31, 2001, and are currently negotiating
with our primary floor plan lender to renew the floor plan financing
arrangement. We executed a forbearance and amendment to the expired agreement
that was effective through January 23, 2002 while negotiations continued.


     As discussed elsewhere in this Annual Report on Form 10-K/A, the lender is
now evaluating financial projections and other information we provided, as
requested. On the basis of that evaluation, the lender will decide whether to
continue the floor plan on the same terms as the expired agreement, demand
repayment of the unpaid balance or enter into a new agreement with different
terms. The impact of the lender's decision on our business depends on which
decision it ultimately reaches. For example, if the lender demands immediate
repayment, we will not be able to stock sufficient RV and marine inventory to
sustain our business. We do not believe the lender will take this action, but we
cannot be sure that the terms of a new arrangement would be more favorable than
those under the expired agreement.


     We have also negotiated an arrangement with another floor plan provider
that requested payment of the unpaid balance under the floor plan agreement in
late fiscal 2000 because of our poor performance and because it was no longer
providing floor plan financing to RV dealers. We are currently paying off the
outstanding balance, which was $2,422,019 at October 31, 2001, through the sale
of units included in the floor plan and have done so throughout fiscal 2001. We
anticipate repaying past due amounts on a mutually agreed schedule concluding in
June 2002.

     After we raise additional capital, we intend to continue negotiating with
our major floor plan lender to increase the amount of floor plan financing
available to us. This will allow additional dealerships to be included under our
major floor plan agreement. However, we may not be able to obtain sufficient
alternative floor plan financing to meet our business plan requirements.


     Going Concern.  As discussed, there is uncertainty regarding the outcome of
our negotiations with our primary floor plan lender and we may not be able to
obtain sufficient alternative floor plan financing to meet our business needs in
fiscal year 2002. We have also incurred net losses of $18 million and $3.2
million in fiscal 2001 and 2000, respectively, and incurred net cash outflows
from operations of approximately $2.4 million and $0.6 million, respectively.
These circumstances raise substantial doubt about our ability to continue as a
going concern. While management believes that operating performance will improve
in fiscal year 2002, we may require additional funding to cover operating
deficits. Management further believes that additional financing


                                        17
<PAGE>

will be made available to support the our liquidity requirements and that
certain costs and expenditures could be reduced further should any needed
additional funding not be available. Failure to generate sufficient revenues,
raise additional capital or continue to restrain 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. (See Note 2 "Summary of
Significant Accounting Policies").

     Inflation.  If inflation occurs in the general economy, the cost of our
inventory and could increase and interest rates paid by us or our customers
could increase. We believe that increases in the cost of new RVs and marine
products purchased from our manufacturers can generally be passed on to
consumers, although there may be a lag in our ability to pass such increases on
to our customers.

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


CRITICAL ACCOUNTING POLICIES



     The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
revenue and expenses during the period reported. The following accounting
policies require management to make estimates and assumptions. These estimates
and assumptions are reviewed periodically and the effects of revisions are
reflected in the period that they are determined to be necessary. If actual
results differ significantly from management's estimates, the financial
statements could be materially impacted.



  Revenue Recognition



     We recognize revenue in accordance U.S. Securities and Exchange Commission
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101 requires that the following four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence of an arrangement must
exist; (2) delivery must have occurred or services rendered; (3) the fee must be
fixed and determinable; and (4) collectibility must be reasonably assured.
Determinations of criteria are based on management's judgments regarding the
fixed nature of the fee charged for services rendered and products delivered and
the collectibility of those fees. Should changes in conditions cause management
to determine these criteria are not met for certain future transactions, revenue
recognized for any reporting period could be adversely affected.



     RV and marine product sales are not recognized until the unit is delivered
to the customer, title has passed to the customer, and payment has been received
from the customer or financing has been arranged. Parts and service sales are
paid at the time the service is rendered through cash or credit card payment.
The commissions received from the placement of finance and insurance products
are deferred for revenue recognition until the period in which the commission
may be charged back to us has lapsed. The commissions received on extended
warranty and service contracts are deferred for revenue recognition until the
100% chargeback period has lapsed with revenue recognized ratably over the
remaining life of the contract as commissions are earned and not subject to
chargeback.



  Impairment of Goodwill



     We periodically evaluate the potential impairment of our long-lived assets,
including property and equipment and intangible assets, whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Judgments regarding the existence of impairment indicators are
based on legal factors, market conditions and operational performance of a
location. In fiscal year 2001, we closed two acquired locations and concluded
that the goodwill associated with the closed locations was impaired and charged
approximately $1,500,000 to income. While additional closures of other acquired


                                        18
<PAGE>


locations are not anticipated, future events could cause us to conclude that
impairment indicators exist and that goodwill associated with our acquired
businesses is impaired. Any resulting impairment loss could have a material
adverse impact on our financial condition and results of operations.



     SFAS No. 142 requires the use of a non-amortization approach to account for
purchased goodwill and certain intangibles. Under a non-amortization approach,
goodwill and certain intangibles will not be amortized into results of
operations, but instead would be reviewed for impairment and written down and
charged to results of operations only in the periods in which the recorded value
of goodwill and certain intangibles is more than its fair value. SFAS 142 is
required to be applied starting with fiscal years beginning after December 15,
2001, with early application permitted in certain circumstances. Currently
management is analyzing the potential impact of this pronouncement and has not
determined the effect, if any, on the financial statements.



  Inventory Valuation



     We record the purchase of used RV and marine products based on the cost to
acquire the units. Trade-ins are recorded at their actual market value at the
time the trade-in is received on a unit sold. Periodically, used inventory units
are reviewed and compared to the N.A.D.A. Recreation Vehicle Appraisal Guide or
other wholesale auction values to determine whether market declines have
occurred since the unit was placed into inventory. For any unit whose book value
is greater than the indicative market value, the carrying cost is adjusted as
required to properly value it at the lower of cost or market. If used units are
not properly valued at trade-in, overpaid for when purchased outright or not
sold in a reasonable time period, the used inventory may devalue and,
accordingly, write-downs will be required. Overstocked conditions attributable
to a number of factors and general economic conditions could also cause
inventory write-downs. Failure to properly manage both new and used RV and
marine products could result in inventory write-down adjustments that could, in
turn, have a material adverse impact on our financial condition and results of
operations.


RECENT ACCOUNTING PRONOUNCEMENTS


     In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" (SFAS 141) and
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" (SFAS 142). SFAS No. 141 requires business combinations
initiated after June 30, 2001 to be accounted for using the purchase method of
accounting, and broadens the criteria for recording intangible assets separate
from goodwill. Recorded goodwill and intangibles will be evaluated against that
new criteria and may result in certain intangibles being subsumed into goodwill,
or alternatively, amounts initially recorded as goodwill may be separately
identified and recognized apart from goodwill. SFAS No. 142 requires the use of
a non-amortization approach to account for purchased goodwill and certain
intangibles. Under a non-amortization approach, goodwill and certain intangibles
will not be amortized into results of operations, but instead would be reviewed
for impairment and written down and charged to results of operations only in the
periods in which the recorded value of goodwill and certain intangibles is more
than its fair value. SFAS 142 is required to be applied starting with fiscal
years beginning after December 15, 2001, with early application permitted in
certain circumstances. Currently, management is analyzing the potential impact
of this pronouncement and has not determined the effect, if any, on the
financial statements.


     In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 establishes accounting standards for
recognition and measurement of a liability for asset retirement obligation and
the associated asset retirement cost. SFAS 143 is effective for financial
statements relating to fiscal years beginning after June 15, 2002. Management
does not expect SFAS 143 to have a material effect on our financial statements.

     In September 2001, the Financial Accounting Standards Board issues
Statement Of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144) SFAS 144 addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001. Management is still analyzing the potential
impacts of this pronouncement.

                                        19
<PAGE>

RECENT EVENTS

  Private Placement of Series A Preferred Stock

     In January 2002, we entered into a securities purchase agreement under
which we agreed to sell up to 350 units of securities, in a private placement to
accredited investors. Each unit consists of 100 shares of Series A Preferred
Stock and a warrant to purchase 5,000 shares of common stock. The purchase price
is $10,000 per unit for total proceeds of $3.5 million if all the units are
sold. The warrants are exercisable for five years at an exercise price of $0.50
per share, but only if we receive the stockholder approval required under the
applicable Nasdaq rules.

     The Series A Preferred Stock is divided into two sub series designated
Sub-Series A-1 and Sub-Series A-2, which are identical, except that only the
Sub-Series A will be convertible into shares of common stock and have voting
rights until we obtain the stockholder approval required to comply with Nasdaq
Marketplace Rates 4350 and 4351. The number of shares of common stock into which
the Sub-Series A-1 Preferred stock is initially convertible is 1,761,400 shares,
which represents approximately 19.9% of our outstanding stock at December 31,
2001. At each closing, purchasers will receive a pro rata number of shares of
Sub-Series A-1 Preferred Stock and Sub-Series A-2 Preferred Stock based on the
maximum 35,000 shares being offered. If all of the Series A Shares offered are
not purchased by the anticipated final closing date of January 31, 2002, the
purchasers will be entitled to exchange their shares of Sub-Series A-2 Preferred
Stock for shares of Sub-Series A-1 Preferred Stock on a pro rata basis until the
maximum number of shares of Sub-Series A-1 Convertible Preferred Stock are
issued.

     As of January 29, 2002, we had sold 5,033 and 14,967 shares of Sub-Series
A-1 and Sub-Series A-2, respectively, and granted warrants for the purchase of
1,000,000 shares of common stock for total proceeds of $2 million. We received
preliminary stockholder approval from a majority of our stockholders and we
expect to receive formal stockholder approval before February 15, 2002.

     If we obtain the required stockholder approval, the Series A Preferred
Stock will be convertible at any time at the holder's option, at the then
applicable conversion rate, adjusted for certain events including the issuance
of common stock for consideration less than the conversion price then in effect.
Each share of Series A Preferred Stock will initially be convertible into 200
shares of common stock if we obtain the necessary stockholder approval.

     Dividends of 10% per year accrue daily and are payable quarterly on March
31, June 30, September 30 and December 31 of each year. Dividends accumulate and
compound quarterly if not paid in cash on the dividend payment date. If we are
in default under the terms of the Series A Preferred securities purchase
agreement, the dividend rate will increase to 15% per year.

     The Series A Preferred Stock has a liquidation preference of 125% of the
issuance price. Upon a liquidation or sale, holders of the Series A Preferred
Stock will be entitled to a liquidation preference payment of the original
issuance price plus any accrued and unpaid dividends.

     If any shares of the Series A Preferred Stock are still outstanding on
December 31, 2007, we must redeem those shares at the issuance price plus all
accrued and unpaid dividends, if funds are legally available to do so. We are
also required to redeem the Series A Preferred Stock at the liquidation
preference price upon a consolidation, merger or reorganization, the sale of
substantially all of our assets, or consummation of a purchase, exchange or
tender offer for more than 50% of our common stock. The holders of the Series A
Preferred Stock may also require us to redeem their shares at the liquidation
preference price if our common stock is not listed on the Nasdaq, American Stock
Exchange or the New York Stock Exchange for 10 business days during any 12-month
period, if we provide notice to any holder that we do not intend to comply with
the conversion request, or if we are in default under the securities agreement
and do not cure the default.


     On the date of issuance, through January 28, 2002, the estimated fair
market value of our common stock exceeded the conversion price of the Series A
Preferred Stock.


                                        20
<PAGE>

  Series B Preferred

     On December 21, 2001, we received $250,000 as the first tranche payment of
a proposed investment in all shares of our Series B Preferred Stock. The terms
are subject to negotiation and completion of definitive documentation and all
authorizations required under applicable law.

  Bridge Financing

     In January 2002, we agreed to convert into common stock, at a per share
conversion price to be determined, approximately $300,000 of the unpaid balance
plus accrued and unpaid interest on the $500,000 6.75% bridge note and the
$200,000 6.75% demand note from an affiliate of a former director, and a former
officer and director of ours (See Note 5 "Other Debt- Bridge Financing" and Note
14 "Related Party Transactions"). The remaining balance of approximately
$128,000 was assigned by the noteholders to our Chief Executive Officer in
settlement of non-Company obligations between the parties. The Chief Executive
Officer agreed to eliminate the interest charge and to structure a repayment
schedule to fit within our cash flow parameters.

     In January 2002, we agreed to restructure the $500,000 6.75% bridge note
received in August 2001 (See Note 5 "Other Debt-Bridge Financing") by converting
$250,000 into common stock, at a per share conversion price to be determined.
Payment of the remaining $250,000 balance plus accrued interest is due no later
than December 31, 2003. In addition, the holder agreed to release a junior
security interest in our Tampa, Florida and Las Cruces, New Mexico properties.

  Floor Plan Financing

     On January 9, 2002, we entered into a forbearance agreement with our
primary floor plan lender to amend and extend the floor plan financing agreement
to January 22, 2002 (See Note 9 "Floor Plan Contracts"). During the forbearance
period, Holiday agreed to additional terms, which allow for the continuation of
the financing while negotiations continue. Our non-compliance with the financial
covenants has not been waived during the forbearance period. There are no
assurances that we will reach agreeable terms with our primary floor plan lender
or obtain sufficient alternative floor plan financing (See Note 2 "Summary of
Significant Accounting Policies").

  Sale of Tampa Property

     On January 3, 2002, we entered into an agreement to sell our Tampa, Florida
facility for $1,026,000 and a net book value at October 31, 2001 of $633,468.
The purchaser has a 60-day inspection period beginning on that date to perform
standard due diligence inspections of the property and to obtain the necessary
financing to complete the purchase. The purchaser may opt out of the contract
with a full refund of the initial $30,000 deposit during the 60-day inspection
period. Beginning on the day the inspection period ends, the purchaser has 30
days to close the purchase or forfeit the deposit. Since the property is pledged
as collateral and secured by a first mortgage with our primary floor plan
lender, all proceeds will be remitted to the lender for application to the
outstanding floor plan obligation or held as additional restricted cash.

RISK FACTORS

OUR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS DOUBT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

     Our financial statements for the years ended October 31, 2001 and 2000 were
audited by our independent certified public accountants. Their report states
that the financial statements were prepared assuming we will continue as a going
concern although we incurred significant net losses in fiscal 2001 and 2000 and
have net cash outflows from operations that may require additional funding,
which we may not be able to obtain. These circumstances raise substantial doubts
about our ability to continue as a going concern.

                                        21
<PAGE>

OUR PRIMARY FLOOR PLAN FINANCING AGREEMENT HAS EXPIRED AND OUR ABILITY TO
CONTINUE AS A GOING CONCERN DEPENDS ON OBTAINING SUFFICIENT FLOOR PLAN
FINANCING.

     If we do not have adequate floor plan financing, we will not be able to
meet our business objectives and we will not generate the cash flow necessary to
sustain our operations. The floor plan financing arrangement with our primary
lender was terminated in January 2001. The new agreement, which had a lower
borrowing limit and higher interest rates, expired in November 2001. We recently
negotiated a forbearance arrangement. Under that arrangement, our lender
continued to provide funding through January 23, 2002. The lender is currently
evaluating the pro forma financials and cash flow analysis provided by us, among
other things, to determine whether to extend our current forbearance
arrangement, enter into a new lending agreement or to demand repayment of the
outstanding unpaid balance. Another provider is no longer providing floor plan
financing to recreation vehicle dealers. If we do not successfully negotiate an
extension to our expired floor plan, comply with all of its terms, or our other
floor plan financing sources do not provide adequate funding, we may have to
reduce our inventory, close or sell retail stores, sell real estate or seek
bankruptcy protection. The lack of sufficient floor plan financing, in addition
to significant net losses, raises substantial doubt about our ability to
continue as a going concern.


OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ NATIONAL MARKET IF WE ARE
UNABLE TO COMPLY WITH THE NASDAQ MARKETPLACE RULES.



     We are not currently in compliance with the Nasdaq National Market's
continued listing criteria. If our common stock is delisted, it could have a
negative impact on the trading activity and price of our common stock. This
could make it more difficult for us to raise additional equity capital in the
future.


OUR SUBSTANTIAL INDEBTEDNESS COULD RESTRICT OUR OPERATIONS AND MAKE US MORE
VULNERABLE TO ADVERSE ECONOMIC CONDITIONS.

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

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

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

WE ARE VULNERABLE TO FURTHER DOWNTURNS IN OUR OPERATING RESULTS, OR IN ECONOMIC
CONDITIONS OR IF INTEREST RATES INCREASE.

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

OUR FAILURE TO COMPLY WITH FINANCIAL COVENANTS MAY PREVENT US FROM OBTAINING
ADEQUATE FINANCING THAT WE NEED.

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

                                        22
<PAGE>

inventory levels necessary to support our business plan. Adequate financing may
not be available if and when we need it or may not be available on acceptable
terms.

THE UNITS WE RECENTLY SOLD IN A PRIVATE PLACEMENT MAY BE CONVERTIBLE INTO A
NUMBER OF SHARES OF COMMON STOCK THAT WILL SUBSTANTIALLY DILUTE OUR CURRENT
STOCKHOLDERS.

     In January 2002, we entered into a securities purchase agreement under
which we agreed to sell up to 350 units for a total purchase price of $3.5
million. Each unit consists of Series A Preferred Stock and a warrant to
purchase common stock. If we obtain the stockholder approval required under
Nasdaq Marketplace Rules 4350 and 4351, each share of Series A Preferred Stock
will be convertible into shares of common stock for a conversion price of $0.50
per share and each warrant will be exercisable for five years for 5,000 shares
of common stock at an exercise price of $0.50 per share. We believe the offering
will be fully subscribed in which case the preferred stock will be convertible
into seven million shares of common stock and the warrants will be exercisable
for 1,750,000 shares of common stock after we receive stockholder approval. The
potential dilutive effect to our current stockholders could have a negative
impact on our earnings per share.

THE SERIES A PREFERRED STOCK HAS ANTI-DILUTION PROVISIONS THAT COULD RESULT IN
FURTHER DILUTION TO OUR CURRENT STOCKHOLDERS.

     If we issue shares of stock in the future below the conversion price of the
Series A Preferred Stock, we will be required to issue additional shares to the
holders of Series A Preferred. We must also issue additional shares to the
holders of the Series A Preferred Stock if we sell shares in the future below
the market price of our common stock. This would result in further dilution to
our current stockholders with a further negative impact on our earnings per
share.

THE CONVERSION PRICE OF THE SERIES A PREFERRED STOCK WAS BELOW THE FAIR MARKET
VALUE OF OUR COMMON STOCK ON THE DATE OF SALE.

     This resulted in a deemed dividend of approximately the amount of funds
raised which will have a negative effect on our earnings per share.

IF WE DO NOT RECEIVE THE STOCKHOLDER APPROVAL REQUIRED BY NASDAQ, THE HOLDERS OF
THE SERIES A PREFERRED STOCK MAY REQUIRE US TO REDEEM THEIR SHARES AT A PREMIUM.

     The holders of the Series A Preferred Stock are entitled to a liquidation
preference payment equal to 125% of the purchase price if we do not obtain the
required approval. If this occurs, we would have to find additional sources of
financing to sustain our operations.

OUR SALES COULD DECLINE IF CONSUMERS BUY FEWER LEISURE ITEMS DUE TO GENERAL
ECONOMIC CONDITIONS OR INTEREST RATE INCREASES.

     Our sales are affected by general economic conditions, including consumer
confidence, employment rates, prevailing interest rates, inflation, and other
economic conditions affecting consumer attitudes and disposable consumer income
generally. Weakness in the economy and volatility or declines in the stock
market could have an adverse effect on our business if consumers make fewer
discretionary purchases as a result. Increases in consumer interest rates could
cause a drop in sales because most of our customers finance their purchases.
Furthermore, a general increase in commercial interest rates would increase the
rates we pay on our floor plan contracts, which would decrease our operating
income.

THE SEASONALITY OF OUR BUSINESS MAY RESULT IN A NET LOSS.

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

                                        23
<PAGE>

ending April 30. With the exception of our store locations in Florida, our sales
are generally much lower in the quarter ending January 31.

OUR SUCCESS DEPENDS ON HOW WELL WE INTEGRATE OUR RECENTLY ACQUIRED BUSINESSES
INTO OUR CURRENT OPERATIONS.

     We recently underwent a period of rapid growth through acquisitions.
Integrating the new business with our existing operations has already imposed
significant difficulties on our ability to manage inventory and staffing
requirements in multiple locations nationwide. We may lose potential sales
opportunities if we cannot accurately predict inventory or staffing requirements
In addition, over-staffing or an overabundance of inventory would increase our
cost of sales and reduce our income from operations. Our growth will impose
substantial added responsibilities on our existing senior management, including
the need to identify, recruit and integrate new senior level managers. This
diversion of management resources may limit our ability to implement or to
effectively oversee our growth and operating strategies.

WE RELY ON SEVERAL KEY MANUFACTURERS FOR ALMOST ALL OF OUR INVENTORY PURCHASES.

     Our success depends, to a significant extent, on continued relationships
with two major manufacturers from whom we purchase approximately 43% of our new
products. Cancellation or modification of the dealer agreements with these two
manufacturers could have a material adverse effect on our revenues by limiting
the availability of desirable products. Dealer representation decisions for
manufacturer brands are made at the manufacturers' plants on a brand-by-brand
basis, rather than centrally at each respective manufacturers' corporate
headquarters. We currently purchase over 70 brands of RVs and boats from over 15
manufacturers. The loss of a significant number of brands would reduce our
competitiveness by decreasing our potential sales.

WE MUST RESPOND EFFECTIVELY TO THE COMPETITION WE FACE FROM OTHER RV DEALERS AS
WELL AS BUSINESSES THAT OFFER PRODUCTS TYPICALLY PURCHASED WITH DISCRETIONARY
INCOME.

     We compete primarily on the basis of quality, available products, pricing
and value, and customer service. We will not generate sufficient revenues to
maintain our business unless we convince potential customers to use their
disposable income to purchase our products. To compete effectively, we must be
able to offer quality merchandise and service at prices generally equal to or
lower than those of our competitors, many of which have substantially greater
financial, marketing and other resources than we do. If our resources are not
used to target the appropriate audience for our products, we will not be
successful.

TO ACHIEVE OUR GROWTH STRATEGY WE MUST OBTAIN AND MAINTAIN ADEQUATE FINANCING
AND CAPITAL.

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

MUCH OF OUR INCOME IS FROM FINANCING, INSURANCE AND EXTENDED SERVICE CONTRACTS,
WHICH DEPEND ON THIRD-PARTY LENDERS AND INSURANCE COMPANIES.

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

                                        24
<PAGE>

     In addition, we generally offer our customers (1) a service contract that
provides additional warranty coverage on their RV or some of its parts after the
manufacturer's original warranty expires, and (2) various types of insurance
policies that will provide money to pay a customer's RV loan if the customer
dies or is physically disabled. We sell these products as a broker for unrelated
companies that specialize in these types of coverage. We receive a fee for each
product that we sell. Agency commission fees account for approximately 19% of
our total gross profit. If our customers obtain these policies directly from the
insurers, our net revenues could decline.

THE NATURE OF OUR BUSINESS EXPOSES US TO LIABILITY FOR PERSONAL INJURY AND
PROPERTY DAMAGE IF ANY OF THE PRODUCTS WE SELL OR SERVICE ARE DEFECTIVE.

     The products that we sell, service and custom package have the potential to
inflict significant injury or property damage. Even if the manufacturer causes
the defect, we could be liable on the theory of third party product liability.
We carry insurance for this in addition to the general liability insurance
generally maintained by the manufacturers, but it is possible that a claim would
not be covered or would exceed our policy limits.

THE LIMITED NUMBER OF PUBLICLY TRADED SHARES AND THE SEASONALITY OF OUR BUSINESS
MAKE OUR STOCK SUBJECT TO SUBSTANTIAL VOLATILITY, WHICH MAY HINDER OUR ABILITY
TO RAISE ADDITIONAL CAPITAL.

     If the value of our common stock is too low, it will be difficult for us to
raise additional capital through the sale of our shares. This would also make it
more difficult to make acquisitions using our common stock.

TURNOVER OF MANAGERIAL PERSONNEL AT SEVERAL OF OUR DEALERSHIPS COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR SALES AND PROFITABILITY.

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

SIGNIFICANT CHANGES IN THE PRICING AND AVAILABILITY OF FUEL COULD CAUSE A
DECLINE IN SALES.

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

OUR OPERATIONS ARE SUBJECT TO EXTENSIVE REGULATION, SUPERVISION AND LICENSING
UNDER VARIOUS FEDERAL, STATE, AND LOCAL STATUTES AND ORDINANCES.

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

     As with vehicle dealerships generally, and parts and service operations in
particular, our business involves the use, handling, storage and contracting for
recycling or disposal of hazardous or toxic substances or wastes, including
environmentally sensitive materials, such as motor oil, waste motor oil and
filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner,
batteries, solvents, lubricants, degreasing agents, gasoline, diesel fuels and
other chemicals.
                                        25
<PAGE>

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

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

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

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Foreign Exchange.  To date, our revenue from operations has exclusively
been denominated in United States dollars. The RV and marine products that we
have sold to date have been priced in United States dollars and all of our sales
in the fiscal years 2001, 2000 and 1999, have been denominated in United States
dollars. In the future, we may acquire RV or boat products that are priced in
currencies other than United States dollars and we may expand sales operations
outside the United States. If either of these events occurs, fluctuations in the
values of the respective currencies in which we purchase or sell could adversely
affect us. Due to the constantly changing currency exposures and the volatility
of currency exchange rates, there can be no assurance that we will not
experience currency losses in the future, nor can we predict the effect of
exchange rate fluctuations upon future operating results. In the event we
conduct transactions in currencies other than the United States dollar, we
intend to carefully evaluate our currency management policies. If we deem it
appropriate, we may consider hedging a portion of any currency exposure in the
future.

     Interest Rates.  We invest our surplus cash in financial instruments
consisting principally of overnight bank repurchase agreements with fixed rates
of interest. Investments in both fixed rate and floating rate interest earning
instruments carry a degree of interest rate risk. Fixed rate securities may have
their fair market value adversely impacted due to a rise in interest rates,
while floating rate securities may produce less income than expected if interest
rates fall. Our overnight repurchase investments have some of the
characteristics of floating rate securities, since the rates are subject to
change each business day. Due in part to these factors, our future investment
income may fall short of expectations due to changes in interest rates. If in
the future we invest in longer-term fixed rate investments we may suffer losses
in principal if forced to sell securities that have seen a decline in market
value due to changes in interest rates.

     We have variable floor plan notes payable that subject us to market risk
exposure. At October 31, 2001 we had a maximum of $35.2 million available under
floor plan contracts with $31.0 million outstanding. During fiscal 2001, the
maximum floor plan amount outstanding at any month end was $ 54.2 million and
the average floor plan outstanding for the year ended October 31, 2001 was $39.8
million with weighted average interest rates ranging from 9.20% to 10.60%. A
hypothetical increase or decrease in the floor plan interest of 10% would impact
operations by approximately $300,000. This is based on the assumption that our
inventory and debt levels remain the same.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


     See the Index included at "Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K." The response to Part II, Item 8, is submitted as a
separate section of this form 10-K/A.


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

     None.

                                        26
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information about our current directors and executive officers is provided
below. None of the directors or officers has any family relationship to any
other director or executive officer of Holiday.

<Table>
<Caption>
                                                                                             DIRECTOR
NAME                          AGE                   POSITION WITH HOLIDAY                     SINCE
----                          ---                   ---------------------                    --------
<S>                           <C>   <C>                                                      <C>
Lee B. Sanders..............  41    Class II Director                                          2000
Casey Gunnell...............  54    Class II Director, President, Chief Financial Officer      2001
                                    and Secretary
David A. Kamm...............  65    Class I Director                                           1999
Lee A. Iacocca..............  78    Class III Director                                         2000
Marcus Lemonis..............  28    Chairman of the Board, Class III Director and Chief        2001
                                    Executive Officer
</Table>

     Lee B. Sanders has been a director of Holiday since May 2000. Until its
merger with travelbyus, Inc. in 2000, Mr. Sanders served as chairman of the
board of Aviation Group, Inc., an aircraft manufacturing, overhaul, services and
distribution company which he founded in 1986. From 2000 until 2001, Mr. Sanders
also served as a director of travelbyus, Inc. Mr. Sanders currently owns and is
the chairman of the board of a private real estate development company. Mr.
Sanders was appointed an admiral in the Texas Navy by the governor of Texas in
1989 and was named an Honored Professional by Who's Who of American Business
Executives in its 1998-99 edition.

     David Kamm has been a director of Holiday since May 1999. Since 1977, Mr.
Kamm has been a registered investment advisor with Raymond James Financial
Services. Since 1989, Mr. Kamm's weekly column, "Take Stock in Florida," has
been published in numerous Florida newspapers. Prior to joining Raymond James,
Mr. Kamm was a partner with William C. Roney & Co. Prior to that Mr. Kamm was a
member of the Hughes Aircraft design team that launched the world's first
geosynchronous communications satellite, for which he was recognized in
Encyclopedia Britannica.

     Lee A. Iacocca has served as a director of Holiday since June 2000. Mr.
Iacocca is currently the president of Iacocca & Associates and the chairman and
CEO of EV Global Motors, a company he founded in 1997 to design, market and
distribute light electric vehicles. From 1978 until 1992, Mr. Iacocca served as
the chief executive officer of the Chrysler Corporation and from 1978 until
1993, he also served as the chairman of the board. Prior to his career with
Chrysler, Mr. Iacocca spent 32 years with the Ford Motor Company. Mr. Iacocca is
also the founder and principal owner of Olivio Premium Products, a Boston-based
food company that develops healthy foods using olive oil as their base. He is
the chairman of the Iacocca Foundation, the Committee for Corporate Support of
Joslin Diabetes Foundation and chairman emeritus of the Statue of
Liberty -- Ellis Island Foundation. Mr. Iacocca is also a member of the advisory
board of Reading is Fundamental and an honorary trustee of Lehigh University.


     Casey Gunnell has served as a director, the president and secretary of
Holiday since October 2001, and as the chief financial officer since May 2001.
Prior to that, from March 2000 to February 2001, Mr. Gunnell served as chief
financial officer of PNV, Inc. From July 1999 until joining PNV, Mr. Gunnell
served as president of JWH Management, Inc. Prior to that, since April 1998, he
was an independent financial and management advisor to various companies. Prior
to that he served as Senior Vice President and Chief Financial Officer of
AutoNation USA Incorporated since April 1997. Before joining AutoNation, Mr.
Gunnell held various management positions, including, executive vice president
and chief financial officer, with JM Family Enterprise, Inc., a regional
distributor of Toyotas.



     Marcus Lemonis has served as chief executive officer of Holiday since June
2001 and as Chairman of the Board since October 2001. From March to October
2001, Mr. Lemonis also served as President. Prior to that since May 1997, he
held various positions with AutoNation USA, including Director of Megastore
Operations for the Northeast region and Florida and Director of Regional
Operations for the North, Midwest and

                                        27
<PAGE>


Northeast regions. Prior to that, since June 1995, Mr. Lemonis served as
Assistant General Manager of Anthony Abraham Chevrolet in Miami, Florida.


BOARD MEETINGS AND COMMITTEES

     Holiday's Board of Directors held five meetings during the fiscal year
ended October 31, 2001. All of the directors attended at least 75% of the board
meetings and committee meetings of which they were members.

     Holiday's Board of Directors is divided into three classes, each of which
has two members. Directors are elected to staggered three-year terms and serve
until their successors are elected and qualified. Class I Directors will serve
until our 2004 Annual Meeting. Class II Directors serve until our 2002 Annual
Meeting and Class III Directors serve until our 2003 Annual Meeting. There is
currently one vacancy on the Board for a Class I Director. Holiday is actively
seeking qualified candidates to fill this vacancy, as well as to serve on the
Audit Committee.

     Non-employee directors currently receive $1,500 per month for serving as
directors. Each non-employee director is also reimbursed for travel-related
expenses incurred in attending meetings plus $50 per day. Executive officers are
not paid for their services as directors.

     Holiday currently has two standing committees, which are the Audit
Committee and the Compensation Advisory Committee. The Audit Committee currently
consists of Mr. Sanders and Mr. Kamm, neither of whom is an officer or employee
of Holiday and both are independent under the rules of the Nasdaq National
Market. During fiscal 2001, two additional independent directors served on the
Audit Committee until their resignations in October 2001. Holiday is actively
seeking a third independent director to serve on this Committee, as required by
the rules of the Nasdaq National Market. The Compensation Advisory Committee
currently consists of Mr. Sanders and Mr. Kamm. Mr. Lemonis serves as an
ex-officio member of the Compensation Advisory Committee. During fiscal 2001,
Mr. Riley also served on the Compensation Committee until his resignation in
October 2001.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     No officer or director failed to file a report required by Section 16(a) of
the Securities Exchange Act of 1934 on a timely basis during the most recent
fiscal year based solely on a review of Forms 3, 4 and 5 furnished to Holiday by
officers and directors of Holiday.

ITEM 11.  EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION ADVISORY COMMITTEE

     The Compensation Advisory Committee is responsible for setting and
administering the policies that govern executive compensation. The Committee
currently consists of Mr. Kamm and Mr. Sanders. Prior to his resignation from
the Board in October 2001, Mr. Riley also served on the Compensation Advisory
Committee. From March 2001 to June 2001, Mr. Riley also served as our Chief
Financial Officer. Mr. Lemonis, our Chief Executive Officer, also serves as an
ex-officio member of the Committee. The Compensation Advisory Committee met once
during fiscal 2001.

     The Compensation Advisory Committee recommends to the Board guidelines for
administering Holiday's 1999 Stock Compensation Program and compensation for
Holiday's executive officers. Its primary function is to ensure that Holiday's
compensation program is consistent with its values and aligned with its goals.

  COMPENSATION PHILOSOPHY

     The Compensation Advisory Committee determines executive compensation and
administers Holiday's stock option plans with the following goals in mind:

     - Provide a competitive level of total compensation necessary to attract,
       motivate and retain talented executives;

                                        28
<PAGE>

     - Align the interests of Holiday's executives with Holiday's interests by
       granting stock options, stock appreciation rights and restricted stock
       awards; and

     - Emphasize variable, performance-based compensation that rewards
       executives for achieving short-term and long-term goals.

  COMPONENTS OF COMPENSATION

     Generally, compensation is structured through a combination of the
following:

     - Base Salary -- Base salaries are established based upon the individual's
       performance and contribution to Holiday. The base salaries of executives
       in comparable positions in similar companies are taken into account.

     - Annual Incentives -- Annual incentive awards are provided to reward
       contributions to Holiday. Bonuses are determined based on Holiday's
       profits and other factors at the discretion of the Chief Executive
       Officer, based on guidelines established by the Board of Directors.

     - Long Term Incentive Compensation -- Periodically, stock or stock options
       are granted to Holiday's executives. These are intended to be a
       significant portion of the total executive compensation. The grants are
       intended to align the interests of Holiday's executives with those of the
       stockholders. Grants typically permit each executive to acquire Holiday's
       common stock at fixed price per share -- generally the market price on
       the grant date -- over a specified period of time. The grants provide
       value to the executive only if the price of the shares appreciates over
       the option term.

     The size of the grant is based on the executive's:

     - Position with Holiday;

     - Potential for future responsibility over the option term;

     - Performance in recent periods; and

     - Current holdings of Holiday stock and options.

     The Committee believes that Holiday's financial performance is a better
indicator of executive achievement than its stock price. The Committee examines
a number of financial indicators in assessing Holiday's performance, including:

     - Net sales;

     - Operating income;

     - Net income; and

     - Earnings per share.

     Compensation decisions are not based upon any precise formula, nor is any
one factor given greater weight than the other factors.

  CHIEF EXECUTIVE OFFICER COMPENSATION

     The Chief Executive Officer participates in the same programs and receives
compensation based on the same factors as the other executive officers. However,
Mr. Lemonis' overall compensation reflects a greater degree of policy and
decision-making authority and a higher level of responsibility with respect to
Holiday's strategic direction and financial and operational results. Mr.
Lemonis' compensation components for the fiscal year ended October 31, 2001
included the following:

     - Base Salary: Mr. Lemonis' base salary was determined based on a study of
       chief executive officer's compensation in the recreation industry that
       have financial and corporate characteristics similar to Holiday's. Mr.
       Lemonis' base salary in fiscal 2001 was $94,711.

                                        29
<PAGE>

     - Annual Incentive: Annual incentive is based on relative attainment of
       Holiday's annual performance goals. Based on these criteria, Mr. Lemonis
       was awarded $61,167 in fiscal 2001.

     The Committee believes that the compensation levels of Holiday's
executives, who provide leadership and strategic direction, should consist of
(1) base salaries that are commensurate with executives of other comparable
public companies and (2) periodic cash bonuses based on achieving specific
objectives. These objectives are usually tied to a percentage of Holiday's
profitability.

     The Committee also believes that it should provide executive officers with
significant stock-based incentive compensation, which increases in value in
direct correlation with improvement in Holiday's common stock price. Incentive
or non-qualified stock options are granted upon appointment as an inducement for
employment. Additional incentive or non-qualified stock options are granted if
specific goals are achieved.

     Holiday's executive officers are also eligible to participate in Holiday's
benefit plans that are available to all employees.


                                          Submitted by the Compensation Advisory
                                          Committee



                                          David Kamm


                                          Lee B. Sanders


                                          Marcus Lemonis, ex officio


  FEDERAL INCOME TAX CONSEQUENCES

     Section 162(m) of the Internal Revenue Code limits Holiday to a deduction
for federal income tax purposes of not more than $1 million of compensation paid
to certain executive officers in a taxable year. Compensation above that amount
may be deducted only if it is "performance-based compensation" within the
meaning of the Code. The Board of Directors has not established a formal policy
for determining which forms of incentive compensation will be designed to
qualify as "performance-based compensation."

                                        30
<PAGE>

SUMMARY COMPENSATION

     The following table sets forth all compensation paid during the last three
fiscal years to each person that served as Chief Executive Officer in fiscal
2001 and other executive officers.

<Table>
<Caption>
                                                  ANNUAL
                                               COMPENSATION
                                            ------------------
                                            FISCAL                             ALL OTHER       STOCK
NAME AND PRINCIPAL POSITION                  YEAR    SALARY($)   BONUS($)   COMPENSATION($)   OPTIONS#
---------------------------                 ------   ---------   --------   ---------------   --------
<S>                                         <C>      <C>         <C>        <C>               <C>
Michael S. Riley(1).......................   2001     183,023         --             --        43,000
Chairman of the Board and                    2000     204,711         --             --       100,000
  Chief Executive Officer                    1999      11,942         --             --       125,000
Ronald G. Huneycutt(2)....................   2001      78,977(3)      --             --            --
Chief Executive Officer, President,          2000     204,326         --             --       100,000
  Senior Vice President and                  1999          --         --             --       125,000
  Chief Financial Officer
W. Hardee McAlhaney(4)(5).................   2001      42,871         --        220,000            --
Chief Executive Officer, President,          2000     148,095         --        171,000            --
  Vice President and                         1999     231,929         --            597            --
  Chief Financial Officer
Marcus M. Lemonis(7)......................   2001      94,711     61,167          3,752(8)         --
Chairman of the Board, President,            2000          --
  Chief Executive Officer,                   1999          --
  Chief Operating Officer and Secretary
Casey L. Gunnell(9).......................   2001      59,615     52,084          3,852(10)        --
President, Chief Financial Officer,          2000          --         --
  Chief Operating Officer                    1999
  and Secretary
</Table>

---------------
 (1) Mr. Riley served as Chief Executive Officer from March 2001 until June
     2001.

 (2) Mr. Huneycutt served as Senior Vice President from October 1999 to January
     2000. He served as President and Chief Executive Officer from January 2000
     to March 2001. Mr. Huneycutt also served as Chief Financial Officer from
     September 2000 to December 2000 and from January 2001 to March 2001.

 (3) Includes a $424 contribution to Holiday's 401(k) plan.

 (4) In fiscal 2000, Mr. McAlhaney served as President and Chief Executive
     Officer until January 2000 when he was appointed Assistant to the Chairman.
     He also served as Vice President and Chief Financial Officer from October
     2000 to January 2001.

 (5) Mr. McAlhaney's salary amounts include a $634 contribution to Holiday's
     401(k) plan in fiscal 2001, $12,666 in fiscal 2000 and $10,507 in fiscal
     1999.

 (6) Other compensation paid to Mr. McAlhaney in 2001 represents $20,000 in cash
     and 65,000 shares of common stock in connection with the settlement of Mr.
     McAlhaney's claim under his employment agreement. The other compensation in
     2000 represents the proceeds from selling 100,000 shares back to Holiday.
     Other compensation in 1999 consists of partial payment of a life insurance
     premium whose sole beneficiary is Mr. McAlhaney's designee. There is no
     cash surrender value.

 (7) Mr. Lemonis served as President from March 2001 to October 2001. Mr.
     Lemonis has served as Chief Executive Officer since June 2001 and as
     Chairman of the Board since October 2001. Mr. Lemonis also served as
     Secretary from March 2001 to October 2001 and as Chief Operating Officer
     from March 2001 to June 2001.

 (8) Represents relocation expenses.

 (9) Mr. Gunnell has served as Chief Financial Officer since May 2001 and as
     President and Secretary since October 2001. Mr. Gunnell has also served as
     Chief Operating Officer since June 2001.

(10) Represents reimbursement for health insurance premiums.

                                        31
<PAGE>

EMPLOYMENT, TERMINATION AND SEVERANCE AGREEMENTS

     Holiday does not currently have any employment agreements with any of its
executive officers. Previously, it entered into an employment agreement with Mr.
McAlhaney, who most recently served as Holiday's Vice President and Chief
Financial Officer. Mr. McAlhaney resigned from Holiday in January 2001. Mr.
McAlhaney's employment agreement provided for a $250,000 termination payment,
which Holiday disputed. In July 2001, Holiday and Mr. McAlhaney reached a
settlement agreement under which Holiday paid Mr. McAlhaney $20,000 in cash and
transferred to him 65,000 shares of common stock. In connection with the
settlement, Holiday recorded $220,000 in compensation expense.

OPTION GRANTS IN FISCAL 2001

     The following table sets forth information concerning stock option grants
made during the fiscal year ended October 31, 2001, to the individuals named in
the Summary Compensation Table. There were no grants of stock appreciation
rights, or SARs, during the year.


<Table>
<Caption>
                                                                                        POTENTIAL REALIZABLE VALUE AT
                                                                                           ASSUMED ANNUAL RATES OF
                                                                                          STOCK PRICE APPRECIATION
                                              INDIVIDUAL GRANTS                               FOR OPTION TERM.
                         -----------------------------------------------------------    -----------------------------
                         NUMBER OF
                         SECURITIES    PERCENT OF TOTAL
                         UNDERLYING    OPTIONS GRANTED     EXERCISE OR
                          OPTIONS      TO EMPLOYEES IN     BASE PRICE     EXPIRATION
NAME                     GRANTED(#)      FISCAL YEAR         ($/SH)          DATE          5% ($)          10% ($)
----                     ----------    ----------------    -----------    ----------    ------------     ------------
<S>                      <C>           <C>                 <C>            <C>           <C>              <C>
Michael S. Riley.....      43,000             5.9%            $4.00        11/18/11       $108,170         $274,124
</Table>


OPTION EXERCISES IN FISCAL 2001 AND FISCAL YEAR-END OPTION VALUES

     No options were exercised during fiscal 2001 and no unexercised options
were in the money in fiscal 2001.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During fiscal 2001, Mr. Riley served on the Compensation Committee until
his resignation in October 2001. From March to June 2001, Mr. Riley also served
as Holiday's Chief Executive Officer.

                                        32
<PAGE>

                            STOCK PERFORMANCE GRAPH

     Holiday's performance peer group consists of eight publicly owned retail
companies with a market capitalization similar to Holiday's. Holiday selected
the market capitalization criteria for determining a peer group for stockholder
return analysis because there is no published industry or line-of-business index
comparable to Holiday's. The peer group consists of FFP Partners LLP, Foodarama
Stores, Inc., Pubco Corp., Sieber Financial Corp., Sound Advice Inc., Uni Marts
Inc. and Village Supermarket, Inc. Holiday believes that the graph comparison is
not on a comparable basis and is not meaningful.

        COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG HOLIDAY RV
           SUPERSTORES, INC., S&P SMALLCAP 600 INDEX AND PEER GROUP*

                  HOLIDAY RV SUPERSTORES INC. COMPARISON GRAPH

<Table>
<Caption>
---------------------------------------------------------------------------------------
TOTAL RETURN ANALYSIS   10/31/96   10/31/97   10/31/98   10/31/99   10/31/00   10/31/01
---------------------------------------------------------------------------------------
<S>                     <C>        <C>        <C>        <C>        <C>        <C>
 Holiday RV
  Superstores           $100.00    $ 84.50    $124.17    $237.98    $237.98    $ 68.98
 S&P Small Cap 600      $100.00    $131.98    $117.38    $131.51    $163.61    $151.93
 Peer Group             $100.00    $ 94.30    $119.63    $182.02    $113.64    $233.48
</Table>

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

* Assuming that the value of the investment in Holiday common stock and each
  index was $100 on October 31, 1996 and that all dividends were reinvested,
  this graph compares Holiday's cumulative total return -- based on common stock
  price and dividends -- plotted on an annual basis, with Holiday's peer group's
  cumulative total returns and the SmallCap 600 Index -- a performance indicator
  of the overall stock market.

                              AUDIT COMMITTEE REPORT

     The audit committee reviews Holiday's financial reporting process on behalf
of the Board of Directors. In fulfilling its responsibilities, the Committee:
(1) has reviewed and discussed the audited financial statements contained in the
Annual Report on Form 10-K for the fiscal year ended October 31, 2001 with
Holiday's management and PricewaterhouseCoopers LLP, Holiday's independent
auditors; (2) has discussed with the independent auditors the matters required
to be discussed by SAS 61 as currently in effect; (3) has received the written
disclosures and the letter from PricewaterhouseCoopers LLP required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), as currently in effect; (4) has discussed with
PricewaterhouseCoopers LLP the independent auditor's independence and (5) has
considered

                                        33
<PAGE>

whether the provision of non-audit services is compatible with maintaining
PricewaterhouseCoopers LLP's independence.

     Management is responsible for the financial statements and the reporting
process, including the system of internal controls. The independent auditors are
responsible for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally accepted in the United
States.

     Based on the review and discussions described above, the Audit Committee
recommended to the Board, and the Board approved, the inclusion of the audited
financial statements described in the report of PricewaterhouseCoopers LLP dated
January 25, 2002 in Holiday's Annual Report on Form 10-K for the fiscal year
ended October 31, 2001 for filing with the Securities and Exchange Commission.

                                          Submitted by the Audit Committee of
                                          the
                                          Board of Directors

                                          Lee B. Sanders, Chairman
                                          David A. Kamm

                                        34
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS

     The following table sets forth the beneficial ownership of Holiday's common
stock and Series A Preferred Stock, as of February 25, 2002 by:

     - beneficial owners of more than 5% of any class of securities;

     - Holiday's chief executive officers during the last fiscal year;

     - Holiday's four most highly compensated executive officers who were
       serving at the end of the last fiscal year; and

     - all directors, nominees and named executive officers as a group.

     The address for all officers and directors is in care of Holiday RV
Superstores, Inc., 200 East Broward, Suite 920, Fort Lauderdale, Florida 33301.

     The amounts shown include shares of common stock that are issuable upon
exercise of options or warrants that are exercisable within 60 days of February
25, 2002.


<Table>
<Caption>
                                                                     SHARES OWNED
                                                    -----------------------------------------------
                                                                                SERIES A PREFERRED
                                                          COMMON STOCK                STOCK
                                                    ------------------------   --------------------
NAME AND                                                         % OF TOTAL     NO.     % OF TOTAL
ADDRESS OF BENEFICIAL OWNER                         NO. SHARES   OUTSTANDING   SHARES   OUTSTANDING
---------------------------                         ----------   -----------   ------   -----------
<S>                                                 <C>          <C>           <C>      <C>
Recreational Holdings, Inc. ......................  4,284,844(1)    45.9           --         *
  4030 N.E. 25th Avenue
  Lighthouse Point, Florida 33064
Nomura Securities, Inc. ..........................  2,000,000(2)    21.5           --         *
  2 World Financial Center -- Bldg. B
  New York, New York 10281
Steven Antebi.....................................    801,300        9.1           --         *
  10550 Fontanelle Way
  Los Angeles, California 90077
Marcus Lemonis....................................      1,500          *           --         *
Lee A. Iacocca....................................     76,667(3)                   --         *
Casey Gunnell.....................................      3,300          *           --         *
David A. Kamm.....................................         --          *           --         *
Lee B. Sanders....................................         --          *           --         *
The Stephen Adams Living Trust....................    754,800(4)     8.1       15,000       100
  2575 Vista del Mar Drive
  Ventura, California 93001
All officers and directors as a group.............     82,167          *       15,000       100
</Table>


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

 *  Less than 1%

(1) Based solely on information contained in Schedule 13D/A filed by
    Recreational Holdings in which Recreational Holdings states its belief that
    some of the shares for which it is reporting beneficial ownership were
    initially held of record by Deutsche Bank, of which Nomura Securities is the
    successor in interest, and as to which Nomura Securities has also reported
    beneficial ownership. Recreational Holdings reports that it did not
    voluntarily transfer any of its shares to Nomura Securities.

(2) Based solely on information contained in Schedule 13G filed by Nomura
    Securities.

                                        35
<PAGE>

(3) All of these shares are issuable upon exercise of options that are presently
    exercisable.

(4) All of these shares are issuable upon conversion of 3,774 shares of
    Sub-Series A-1 Preferred Stock that is presently convertible

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the first quarter of fiscal 2001, Imperial Group Holdings, LLC, a
Florida limited liability company, loaned $500,000 to Holiday under the terms of
an unsecured promissory note due on or before January 31, 2003. William Curtis,
a director of Holiday until his resignation in October 2001, is the manager and
a member of Imperial and Mr. Riley, a director of Holiday until his resignation
in October 2001 and Holiday's Chief Executive Officer from March to June of
fiscal 2001, is also a member of Imperial. The note's interest rate is 6.75%
with interest and principal due at maturity. The outstanding principal balance
was $340,000 at October 31, 2001.

     In June 2001, Imperial transferred 65,000 shares of our common stock to Mr.
McAlhaney in connection with the settlement agreement entered into between
Holiday and Mr. McAlhaney upon his termination as Holiday's Chief Financial
Officer. In connection with the transfer of shares, Holiday issued to Imperial
an unsecured note with a principal amount of $200,000, the fair market value of
the shares on the date of transfer. A portion of this amount was offset through
the transfer of recreation and marine vehicles to Imperial at their book value.

     In January 2002, we agreed to convert all but $128,000 of the combined
remaining debt to Imperial into common stock at a per share conversion price to
be determined. The remaining balance was assigned by Imperial to Mr. Lemonis,
our current Chief Executive Officer, in settlement of obligations unrelated to
Holiday. In connection with the assignment, Mr. Lemonis agreed to eliminate the
interest charge and to structure a repayment schedule to fit within our cash
flow parameters.

                                    PART IV

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


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


     (a)(2) Financial Statement Schedules

                                        36
<PAGE>

                                  SCHEDULE II

             HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS
           FOR THE FISCAL YEARS ENDED OCTOBER 31, 2001, 2000 AND 1999


<Table>
<Caption>
                                                  CHARGES
                                    BALANCE AT    TO COST     CHARGES                        OTHER         BALANCE
                                    BEGINNING       AND       TO OTHER      OTHER          CHARGES-         AT END
YEAR  DESCRIPTION                   OF PERIOD     EXPENSES    ACCOUNTS   ADDITIONS(A)   (DEDUCTIONS)(B)   OF PERIOD
----  -----------                   ----------   ----------   --------   ------------   ---------------   ----------
<C>   <S>                           <C>          <C>          <C>        <C>            <C>               <C>
2001  Finance Commissions
      Chargeback Reserves(c)......   $245,246    $   54,765      $--       $     --        $(153,026)     $  146,985
2001  Deferred Tax Valuation
      Allowance...................   $     --    $5,317,000      $--       $     --        $      --      $5,317,000
2000  Finance Commissions
      Chargeback Reserves.........   $ 63,309    $  296,132      $--       $245,247        $(359,442)     $  245,246
1999  Finance Commissions
      Chargeback Reserves.........   $ 93,498    $   30,357      $--       $     --        $ (60,546)     $   63,309
</Table>


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

(a) Finance commissions chargeback reserves from business acquisitions.

(b) Finance commissions chargebacks paid.


(c) Effective November 1, 2000, we changed our revenue recognition policy
    related to commissions earned for placing retail financing contracts with
    indirect lending institutions in connection with customer vehicle and marine
    purchases and customer purchases of credit life insurance products to defer
    these commissions until the chargeback period has lapsed. Also, effective
    November 1, 2000, we changed our revenue recognition policy related to
    commissions earned on the sale of administrator obligor extended warranty
    and service contracts to defer these commissions until the 100% chargeback
    period has lapsed and to recognize ratably over the remaining life of the
    contract as commissions are earned and not subject to chargeback. The
    reserve that remains is for preacquisition chargeback exposures related to
    these types of products sold by companies we acquired and considered as part
    of the original purchase accounting.


     All other schedules have been omitted as they are either not applicable,
not required or the information is included in the Consolidated Financial
Statements or notes thereto.

     "Report of Independent Certified Public Accountants on Financial Statements
Schedule"

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


     Our audits of the consolidated financial statements referred to in our
report, which includes an explanatory paragraph indicating substantial doubt as
to the Company's ability to continue as a going concern, an explanatory
paragraph indicating a change in the Company's method of accounting for certain
revenues to conform to the U.S. Securities and Exchange Commission Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," and
an explanatory paragraph indicating a restatement of the Company's financial
statements as of and for the fiscal year ended October 31, 2001, to defer
recognition of commissions earned on extended warranty and service contracts,
dated January 25, 2002, except as to Notes 17 and 18 for which the date is March
21, 2002, appearing in this Annual Report on Form 10-K/A, also included an audit
of the financial statement schedule listed in Item 14(a)(2) of this Form 10-K/A.
In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.



     PricewaterhouseCoopers LLP


     Fort Lauderdale, Florida

     January 25, 2002, except as to Notes 17 and 18 for which the date is March
     21, 2002


                                        37
<PAGE>


     (a)(3) Exhibits -- The Exhibits filed as part of this Form 10-K/A are
listed on the Index to Exhibits following the financial statements.


     (b) Reports on form 8-K

     Current Report on Form 8-K dated January 7, 2002 filed with the Securities
and Exchange Commission on January 11, 2002.

                                        38
<PAGE>

                                   SIGNATURES

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


<Table>
<S>                                            <C>

Dated: March 25, 2002                          HOLIDAY RV SUPERSTORES, INC.
                                               By: /s/ MARCUS LEMONIS
                                                                -----------------------------
                                                                Marcus Lemonis
                                                                Chairman of the Board, Chief
                                                                Executive
                                                                Officer, and Director
</Table>


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


<Table>
<Caption>
                    SIGNATURE                                       TITLE                       DATE
                    ---------                                       -----                       ----
<S>     <C>                                          <C>                                   <C>

                /s/ MARCUS LEMONIS                      Chairman of the Board, Chief       April 11, 2002
 ------------------------------------------------      Executive Officer, and Director
                  Marcus Lemonis


                /s/ CASEY GUNNELL                    President, Chief Financial Officer    April 11, 2002
 ------------------------------------------------      (Principal Accounting Officer),
                  Casey Gunnell                            Secretary and Director


                /s/ LEE B. SANDERS                                Director                 April 11, 2002
 ------------------------------------------------
                  Lee B. Sanders


                /s/ LEE A. IACOCCA                                Director                 April 11, 2002
 ------------------------------------------------
                  Lee A. Iacocca


                /s/ DAVID A. KAMM                                 Director                 April 11, 2002
 ------------------------------------------------
                  David A. Kamm
</Table>


                                        39
<PAGE>

                      HOLIDAY RV SUPERSTORES, INCORPORATED

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              SECTION
                                                              -------
<S>                                                           <C>
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-8
</Table>

                                       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, 2001 and 2000,
and the results of their operations and their cash flows for each of the three
years in the period ended October 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     As discussed in Note 2 to the financial statements, in 2001, the Company
changed its method of accounting for certain revenues to conform to the U.S.
Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements".


     As discussed in Note 18 to the financial statements, the Company has
restated its financial statements as of and for the fiscal year ended October
31, 2001, to defer recognition of commissions earned on extended warranty and
service contracts.


     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
significant net losses during the fiscal years ended October 31, 2001 and 2000
and has net cash outflows from operations that may require additional funding.
These circumstances raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


PRICEWATERHOUSECOOPERS LLP

Fort Lauderdale, Florida

January 25, 2002 except as to Notes 17 and 18 for which the date is


March 21, 2002


                                       F-2
<PAGE>

                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


<Table>
<Caption>
                                                                     OCTOBER 31,
                                                              -------------------------
                                                                 2001          2000
                                                              -----------   -----------
                                                              (RESTATED)
<S>                                                           <C>           <C>
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................  $    93,484   $ 2,215,352
  Restricted cash and investments...........................    1,131,662            --
  Accounts receivable
    Trade and contracts in transit..........................    1,631,871     3,104,774
    Other...................................................      989,492     1,338,352
  Inventories, net..........................................   34,363,637    59,981,771
  Prepaid expenses..........................................      161,709       443,696
  Refundable income taxes...................................      529,888     1,399,793
  Current deferred income taxes.............................           --       658,981
  Property held for sale....................................      633,468            --
  Other.....................................................      124,958            --
                                                              -----------   -----------
         Total current assets...............................   39,660,169    69,142,719
Property and equipment, net.................................   11,339,229    12,418,047
Other assets
  Goodwill, net of accumulated amortization of $654,273 and
    $266,440................................................    5,665,656     7,662,958
  Other.....................................................      229,399       754,530
Noncurrent deferred income taxes............................           --       207,967
                                                              -----------   -----------
         Total assets.......................................  $56,894,453   $90,186,221
                                                              ===========   ===========
                         LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Floor plan notes payable..................................  $31,034,172   $53,884,241
  Accounts payable..........................................    2,131,754     1,190,140
  Customer deposits.........................................      142,962       405,678
  Accrued expenses and other current liabilities............    3,875,897     3,834,868
  Current portion of deferred finance and insurance
    income..................................................    1,501,519            --
  Current portion of capital lease obligation...............      126,015       113,798
  Current portion of LIFO tax liability.....................      333,935       250,451
  Current portion of mortgages payable......................      198,412       166,783
  Current portion of notes payable..........................    1,662,923       223,161
  Current portion of deferred gain on leaseback
    transaction.............................................       48,624        48,626
                                                              -----------   -----------
         Total current liabilities..........................   41,056,213    60,117,746
  Long-term capital lease obligation, less current
    portion.................................................      123,177       218,381
  LIFO tax liability, less current portion..................      333,935       751,354
  Long-term mortgages payable, less current portion.........    6,787,776     6,986,188
  Long-term notes payable, less current portion.............      500,000        77,386
  Deferred gain on leaseback transaction, less current
    portion.................................................      376,858       425,482
  Long-term deferred finance and insurance income...........      855,355            --
  Convertible notes payable.................................           --     3,231,920
                                                              -----------   -----------
         Total liabilities..................................   50,033,314    71,808,457
                                                              -----------   -----------
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 9,352,000 and 7,940,000..........................       93,520        79,400
  Additional paid-in capital................................   13,630,108     7,139,197
  Retained earnings (deficit)...............................   (6,320,834)   11,700,822
  Treasury stock, 300,700 shares at cost....................     (541,655)     (541,655)
                                                              -----------   -----------
         Total shareholders' equity.........................    6,861,139    18,377,764
                                                              -----------   -----------
         Total liabilities and shareholders' equity.........  $56,894,453   $90,186,221
                                                              ===========   ===========
</Table>


          See accompanying notes to consolidated financial statements

                                       F-3
<PAGE>

                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS


<Table>
<Caption>
                                                               YEAR ENDED OCTOBER 31,
                                                      -----------------------------------------
                                                          2001           2000          1999
                                                      ------------   ------------   -----------
                                                       (RESTATED)
<S>                                                   <C>            <C>            <C>
Sales and service revenue
  Vehicle and marine................................  $120,794,939   $138,155,081   $72,240,919
  Service, parts and accessories....................    10,075,207      9,240,171     6,233,791
  Other, net........................................     3,218,422      4,972,094     2,921,580
                                                      ------------   ------------   -----------
          Total sales and service revenue...........   134,088,568    152,367,346    81,396,290
                                                      ------------   ------------   -----------
Cost of sales and service
  Vehicles and marine...............................   109,711,839    122,284,905    63,883,910
  Service, parts and accessories....................     5,989,109      5,089,500     3,485,500
                                                      ------------   ------------   -----------
          Total cost of sales and service...........   115,700,948    127,374,405    67,369,410
                                                      ------------   ------------   -----------
Gross profit........................................    18,387,620     24,992,941    14,026,880
Selling, general and administrative expenses........    26,836,270     25,031,909    10,291,795
Goodwill impairment.................................     1,572,590             --            --
                                                      ------------   ------------   -----------
Income (loss) from operations.......................   (10,021,240)       (38,968)    3,735,085
Other income (expense):
  Interest income...................................        47,707        117,788       554,557
  Interest expense..................................    (4,641,117)    (5,094,560)   (1,133,687)
                                                      ------------   ------------   -----------
          Total other income (expense)..............    (4,593,410)    (4,976,772)     (579,130)
                                                      ------------   ------------   -----------
Gain (loss) on sale of fixed assets.................      (106,095)        35,845       318,820
Loss on debt conversion.............................    (1,523,545)            --            --
Gain on insurance recovery..........................       358,562             --            --
                                                      ------------   ------------   -----------
Income (loss) before income taxes (benefit) and
  cumulative effect of a change in accounting
  principle.........................................   (15,885,728)    (4,979,895)    3,474,775
Income taxes (benefit)..............................       (53,343)    (1,775,120)    1,321,000
                                                      ------------   ------------   -----------
Net income (loss) before cumulative effect of a
  change in accounting principle....................   (15,832,385)    (3,204,775)    2,153,775
Cumulative effect as of November 1, 2000 related to
  the implementation of SAB 101 (See Note 2)........    (2,189,271)            --            --
                                                      ------------   ------------   -----------
Net income (loss)...................................  $(18,021,656)  $ (3,204,775)  $ 2,153,775
                                                      ============   ============   ===========
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Income (loss) before cumulative effect of a change
  in accounting principle...........................  $      (1.94)  $       (.42)  $       .30
Cumulative effect as of November 1, 2000 related to
  the implementation of SAB 101.....................  $       (.27)  $         --   $        --
                                                      ------------   ------------   -----------
Net income (loss)...................................  $      (2.21)  $       (.42)  $       .30
                                                      ============   ============   ===========
Pro-forma amounts assuming SAB 101 is applied
  retroactively:
  Net income (loss).................................                 $ (4,130,000)  $ 2,105,000
                                                                     ============   ===========
  Basic and diluted earnings (loss) per common
     share..........................................                 $       (.54)  $       .29
                                                                     ============   ===========
</Table>


          See accompanying notes to consolidated financial statements

                                       F-4
<PAGE>

                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  YEARS ENDED OCTOBER 31, 2001, 2000 AND 1999

<Table>
<Caption>
                                     COMMON STOCK       ADDITIONAL                           TREASURY STOCK
                                  -------------------     PAID-IN          RETAINED        -------------------     DEFERRED
                                   SHARES     AMOUNT      CAPITAL     EARNINGS (DEFICIT)   SHARES     AMOUNT     COMPENSATION
                                  ---------   -------   -----------   ------------------   -------   ---------   ------------
                                                                          (RESTATED)
<S>                               <C>         <C>       <C>           <C>                  <C>       <C>         <C>
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)        --
  Net loss for the year.........                                          (18,021,656)
  Stock compensation expense....                             49,500
  Debt conversion...............    912,000    9,120      4,645,285
  Stock issued to consultant....    500,000    5,000      1,575,000
  Options and warrants issued to
    lenders and consultants.....                            221,126
Balance at October 31, 2001.....  9,352,000   $93,520   $13,630,108      $ (6,320,834)     300,700   $(541,655)     $  --
                                  =========   =======   ===========      ============      =======   =========      =====

<Caption>

                                     TOTAL
                                  ------------
                                   (RESTATED)
<S>                               <C>
Balance at October 31, 1998.....  $ 17,507,708
  Net income for the year.......     2,153,775
  Exercise of common stock
    options.....................        72,500
  Return of unvested restricted
    bonus stock.................        (2,681)
  Treasury shares repurchased...      (108,876)
  Amortization of deferred
    compensation................           937
                                  ------------
Balance at October 31, 1999.....    19,623,363
  Net loss for the year.........    (3,204,775)
  Exercise of common stock
    options.....................       235,666
  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.................     1,278,000
                                  ------------
Balance at October 31, 2000.....    18,377,764
  Net loss for the year.........   (18,021,656)
  Stock compensation expense....        49,500
  Debt conversion...............     4,654,405
  Stock issued to consultant....     1,580,000
  Options and warrants issued to
    lenders and consultants.....       221,126
Balance at October 31, 2001.....  $  6,861,139
                                  ============
</Table>


          See accompanying notes to consolidated financial statements
                                       F-5
<PAGE>

                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<Table>
<Caption>
                                                             YEARS ENDED OCTOBER 31,
                                                   --------------------------------------------
                                                       2001            2000            1999
                                                   -------------   -------------   ------------
                                                    (RESTATED)
<S>                                                <C>             <C>             <C>
Cash Flows from Operating Activities:
  Cash received from customers...................  $ 136,570,671   $ 153,156,135   $ 80,483,810
  Cash paid to suppliers and employees...........   (135,726,680)   (149,099,253)   (76,283,283)
  Interest received..............................         47,707         338,155        554,557
  Interest paid..................................     (4,850,627)     (4,935,418)    (1,123,323)
  Income taxes (paid) refunded...................      1,454,809         (28,084)    (1,420,505)
                                                   -------------   -------------   ------------
          Net cash (used in) provided by
            operating activities.................     (2,504,120)       (568,465)     2,211,256
                                                   -------------   -------------   ------------
Cash Flows from Investing Activities:
  Purchase of property and equipment.............       (580,801)     (3,418,066)    (1,613,022)
  Proceeds from the sale of property and
     equipment...................................        596,814         688,106      1,173,348
  Restricted cash................................     (1,131,662)             --             --
  Proceeds from insurance on Clermont fire.......        620,888              --             --
  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...........................       (494,761)     (6,807,839)      (439,674)
                                                   -------------   -------------   ------------
Cash Flows from Financing Activities:
  Treasury stock purchase........................             --              --       (108,876)
  Repayment of capital lease obligations.........        (82,987)        (78,944)       (57,748)
  Proceeds from notes payable....................      2,000,000       3,921,358             --
  Repayments of notes payable....................     (1,040,000)     (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.................        877,013         472,392        (94,124)
                                                   -------------   -------------   ------------
Net increase (decrease) in Cash and Cash
  Equivalents....................................     (2,121,868)     (6,903,912)     1,677,458
Cash and Cash Equivalents, beginning of year.....      2,215,352       9,119,264      7,441,806
                                                   -------------   -------------   ------------
          Cash and Cash Equivalents, end of
            year.................................  $      93,484   $   2,215,352   $  9,119,264
                                                   =============   =============   ============
</Table>


          See accompanying notes to consolidated financial statements.
                                       F-6
<PAGE>
                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)


<Table>
<Caption>
                                                             YEARS ENDED OCTOBER 31,
                                                   --------------------------------------------
                                                       2001            2000            1999
                                                   -------------   -------------   ------------
                                                    (RESTATED)
<S>                                                <C>             <C>             <C>
Reconciliation of Net (loss) Income to Net Cash
  provided by (used in) Operating Activities
Net (loss) income................................  $ (18,021,656)  $  (3,204,775)  $  2,153,775
Adjustments to reconcile net (loss) income to net
  cash provided by operating activities:
  Depreciation and amortization..................      1,083,282         803,546        317,840
  Amortization of deferred gain..................        (48,626)             --             --
  Stock option compensation and warrant
     issuance....................................        270,626         380,510             --
  Amortization of deferred compensation..........             --              --            937
  Return of unvested deferred compensation.......             --              --         (2,681)
  Deferred income taxes..........................             --        (337,896)       (24,000)
  Income tax benefit.............................             --      (1,437,224)            --
  (Gain) loss on disposal of property and
     equipment...................................        106,095         (35,845)      (318,820)
  Gain on involuntary conversion of assets.......       (358,562)             --             --
  Loss on debt conversion........................      1,523,545              --             --
  Loss on goodwill impairment....................      1,572,590              --             --
  Stock issued to consultant.....................      1,580,000              --             --
  Cumulative effect as of November 1, 2000
     related to the implementation of SAB 101....      2,189,271              --             --
Changes in assets and liabilities, net of effect
  of acquisitions:
  (Increases) decreases in:
     Accounts receivable.........................      1,821,763        (162,940)      (838,628)
     Refundable income taxes.....................        869,905         (28,084)       (75,505)
     Inventories.................................     25,618,134      (1,520,326)    (4,804,059)
     Prepaid expenses............................        281,987        (168,814)       (37,587)
     Deferred income taxes.......................        866,948              --             --
     Other assets................................        437,052       1,334,654        (45,968)
  Increases (decreases) in:
     Floor plan contracts........................    (22,850,069)      3,650,002      5,589,760
     Accounts payable............................        941,614      (1,254,625)       101,551
     Customer deposits...........................       (262,716)        294,159        (73,851)
     Accrued expenses and deferred finance and
       insurance income..........................        208,632       1,119,193        268,492
     LIFO liability..............................       (333,935)             --             --
                                                   -------------   -------------   ------------
Net cash provided by (used in) operating
  activities.....................................  $  (2,504,120)  $    (568,465)  $  2,211,256
                                                   =============   =============   ============
</Table>


          See accompanying notes to consolidated financial statements.
                                       F-7
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED OCTOBER 31, 2001, 2000 AND 1999

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.

     The Company'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, the Company 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 the Company's common stock (See Note
4 "Acquisitions").

     On March 1, 2000, the Company 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 the Company's common stock (See Note 4
"Acquisitions").

     On October 31, 2000, the Company 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 the Company's common stock (See Note 4
"Acquisitions").

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 "Floor Plan Contracts and Note 17
"Subsequent Events", the Company's primary floor plan agreement entered into in
fiscal year 2001 expired on November 30, 2001. Currently the Company is
financing its new and used marine and vehicle inventory at eight of its
locations under a forbearance agreement that amended and extended the primary
floor plan agreement through January 23, 2002. The Company's non-compliance with
the financial covenants has not been waived. These circumstances raise
substantial doubt about the Company's ability to continue as a going concern.
The primary floor plan lender will assess the Company's ability to continue to
comply with its operational and administrative requirements, the Company's
ability to raise additional capital and the Company's ability to meet its fiscal
year 2002 financial plans. A satisfactory outcome of this process will result in
a new primary floor plan agreement with recast financial covenants or a
continuation of the forbearance period until all negotiations are final. While
the Company has retained the ability to floor plan its inventory, failure to
come to

                                       F-8
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 $18.0 million in fiscal
2001 and incurred net cash outflows from operations of approximately $2.5
million in fiscal 2001. Beginning in the second quarter fiscal 2001, management
focused on inventory management by reducing inventory levels to allow the
Company to effectively and profitably operate within the stocking levels
available under the April 2000 amended primary floor plan agreement. The
inventory initiative resulted in a 42.7% reduction in the year over year
inventory levels (See Note 6 "Inventories"). In addition, the short term
performance and the long term potential for each retail location were reviewed
together with each dealership's management team. As a result, three
underperforming or dealerships competing in the same markets were closed and the
market consolidated into other Company dealerships. A fourth dealership was
closed in December 2001. Management believes that with the restructuring of its
dealerships and the focus on managing its inventory to optimum levels and turns,
the continuation of rigid expense control, the infusion of additional capital
(See Note 17 "Subsequent Events") and the continued support of its primary floor
plan lender under more favorable terms, improved revenues, profits and cash
flows from operations will result in fiscal year 2002. While Management believes
that performance will improve in fiscal year 2002, the Company may be required
to obtain additional outside funding to fund operating deficits. Management
further 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 any needed additional funding not be available.
Failure to generate sufficient revenues, raise additional capital or continue to
restrain discretionary spending could have a material adverse effect on the
Company's ability to continue as a going concern and to achieve its intended
business objectives.


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

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

     Property And Equipment:  Property and equipment are stated at cost.
Depreciation is computed over the estimated useful lives of the assets by the
straight-line method for financial reporting purposes. Amortization of leasehold
improvements is computed using the straight-line method over the estimated
useful lives of the assets or the term of the lease, whichever is shorter. The
estimated useful lives of the property and equipment range from 3 to 31 years.
Maintenance and repairs are charged to expense as incurred. The carrying amount
and accumulated depreciation of assets which are sold or retired are removed
from the 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 was
amortized over its contractual life using the straight-line method and has been
fully amortized as of October 31, 2001.


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


                                       F-9
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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 and Cumulative Effect of Change in Accounting
Principle:  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.


     Prior to November 1, 2000, commissions earned by the Company for placing
retail financing contracts with indirect lending institutions in connection with
customer vehicle and marine purchases and customer purchases of credit life
insurance products were recognized when the related vehicle or marine sale was
recognized. Pursuant to dealer agreements negotiated with the indirect retail
lending institutions and credit life insurance companies, the Company is charged
back for all or a portion of these commissions should the customer terminate or
default on the related contract during a stipulated period beginning at the
contract date. After the passage of the stipulated period, all commissions
received are not subject to charge back. The Company established a reserve for
possible chargebacks based on historical experience for the repayment of
commissions to the indirect lenders and credit life insurance.



     Prior to November 1, 2001, commissions earned on extended warranty and
service contracts sold on behalf of third-party administrators are generally
recognized at the later of customer acceptance of the contract terms as
evidenced by contract execution, or when the related vehicle or marine sale is
recognized. The Company is charged back for a portion of these commissions
should the customer terminate or default on the contract prior to its scheduled
maturity. The chargeback reserve, which is not material to the financial
statements taken as a whole as of October 31, 2000 and 1999 is based on the
Company's experience for repayments or defaults on these contracts.



     Effective November 1, 2000, the Company changed its revenue recognition
policy related to commissions earned by the Company for placing retail financing
contracts with indirect lending institutions in connection with customer vehicle
and marine purchases and customer purchases of credit life insurance products to
defer these commissions until the chargeback period has lapsed. Also effective
November 1, 2000, the Company changed its Revenue Recognition policy related to
commissions earned on the Sales of Administration obligor extended warranty and
service contracts to defer these commissions until this 100% chargeback period
has lapsed and to recognize revenue ratably over the remaining life of the
contracts as commissions are earned and not subject to chargeback. This change
was made in accordance with the implementation of the U.S. Securities and
Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). The effect of this change is reported as the
cumulative effect of a change in accounting principle in the year ended October
31, 2001. The net effect reflects the deferral as of November 1, 2000 of
approximately $2.2 million of revenue net of chargebacks previously recognized.
The Company recognized approximately $1,187,000 of the revenue included in the
cumulative effect adjustment during the year ended October 31, 2001. The effects
of this change in accounting principle on net loss and net loss per share for
the year ended October 31, 2001 were decreases of approximately $168,000 and
$0.02 per share respectively.


     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

                                       F-10
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 years
ended October 31, 2001 and 2000, options to purchase 752,166 and 430,923 shares
of common stock, respectively, and warrants to purchase 407,000 and 382,000
shares of common stock, respectively, were excluded from the calculation of loss
per share since their inclusion would be antidilutive (See Note 10 "Stock
Options and Warrants").

     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:

<Table>
<Caption>
                                                                 OCTOBER 31,
                                                      ---------------------------------
                                                        2001        2000        1999
                                                      ---------   ---------   ---------
<S>                                                   <C>         <C>         <C>
Basic
  Weighted average number of common shares
     outstanding....................................  8,152,648   7,592,397   7,184,200
                                                      =========   =========   =========
Diluted
  Weighted average number of common shares
     outstanding....................................  8,152,648   7,592,397   7,184,200
Dilutive stock options and convertible notes........         --          --     120,500
                                                      ---------   ---------   ---------
                                                      8,152,648   7,592,397   7,304,700
                                                      =========   =========   =========
</Table>

     Advertising:  Advertising costs, included in selling, general and
administrative expenses, are expensed as incurred. Advertising costs were
approximately $2,680,000, $2,679,000 and $1,046,000 for the years ended October
31, 2001, 2000 and 1999, 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 2001 presentation.

     Recent Accounting Pronouncements:  In June 2001, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 141,
"Business Combinations" (SFAS 141) and Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS No.
141 requires business combinations initiated after June 30, 2001 to be accounted
for using the purchase method of accounting, and broadens the criteria for
recording intangible assets separate from goodwill. Recorded goodwill and
intangibles will be evaluated against that new criteria and may result in
certain intangibles being subsumed into goodwill, or alternatively, amounts
initially recorded as goodwill may be separately identified and recognized apart
from goodwill. SFAS No. 142 requires the use of a non-amortization approach to
account for purchased goodwill and certain intangibles. Under a non-amortization

                                       F-11
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)


approach, goodwill and certain intangibles will not be amortized into results of
operations, but instead would be reviewed for impairment and written down and
charged to results of operations only in the periods in which the recorded value
of goodwill and certain intangibles is more than its fair value. SFAS 142 is
required to be applied starting with fiscal years beginning after December 15,
2001, with early application permitted in certain circumstances. Management is
currently analyzing this potential impact of this pronouncement and has not
determined this effect, if any, on this financial statements.


     In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 establishes accounting standards for
recognition and measurement of a liability for asset retirement obligation and
the associated asset retirement cost. SFAS 143 is effective for financial
statements relating to fiscal years beginning after June 15, 2002. Management
does not expect SFAS 143 to have a material effect on the Company's financial
statements.

     In September 2001, the Financial Accounting Standards Board issued
Statement Of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS 144) SFAS 144 addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS 144 is effective for financial statements issued for fiscal years
beginning after December 15, 2001. Management is still analyzing the potential
impacts of this pronouncement.

3.  SUPPLEMENTAL CASH FLOW INFORMATION

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

<Table>
<Caption>
                                                       FISCAL YEAR ENDED OCTOBER 31,
                                                     ---------------------------------
                                                        2001         2000       1999
                                                     ----------   ----------   -------
<S>                                                  <C>          <C>          <C>
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        --
Conversion of seller notes.........................   3,231,920           --        --
Common stock issuable to financial consultant......   1,580,000           --        --
Vehicles delivered as repayment of bridge loan.....     132,987           --        --
</Table>

4.  ACQUISITIONS

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

                                       F-12
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The performance of the County Line dealerships in fiscal 2001 and the
effect of each on the contiguous markets three of the dealerships compete in
resulted in the Company's decision to close two dealerships in October, 2001.
The overall performance in the market was unacceptable to the Company and the
Company's new focus is to create one large dealership to service the entire area
as compared to the three dealerships, two of which were smaller operations.
Management concluded that , given these actions, the goodwill associated with
the two closed locations of approximately $ 1.6 million was impaired and should
be written off. The Company considers a number of factors to be its primary
indicators of potential impairment. With the Company's overall branding
philosophy under the Recreation USA name, the assignment of goodwill during the
acquisition phase of the Company's growth was location specific and derived
based on past performance of the individual acquired dealerships.

     All inventory, furniture and equipment were transferred from the closed
dealerships to other Company dealerships for sale or placed into operation at
their current carrying value. The Company intends to sell the real estate of the
closed dealerships and expects to receive, at a minimum, the carrying value for
these assets.

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

     On October 31, 2000 the Company acquired 100% of the issued and outstanding
stock of Hall's Enterprises, Inc. ("Hall"), Lexington, Kentucky, a recreational
vehicle dealership in Lexington, Kentucky. The total purchase price paid to
Hall's shareholders was approximately $1.3 million, paid with Company's common
stock valued at $4.26 per share based on the average of the stock's trading
value for the five days before and five days after the acquisition was
announced. The acquisition has been accounted for under the purchase accounting
method, and, accordingly the results of operations of Hall have been included in
the Company's consolidated financial statements from October 31, 2000. The
excess purchase price over the fair value of the net identifiable assets
acquired of approximately $1.3 million has been recorded as goodwill, to be
amortized over 20 years on a straight line basis. The Company may be required to
pay additional contingent consideration of up to 100,000 shares of the Company's
common stock if certain pre-tax earnings levels are achieved in fiscal 2001 and
2002. Pre-tax earnings levels for fiscal 2001 were not achieved. The additional
payments, if any, will be accounted for as additional goodwill.

     On March 17, 2000 the Company 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 had a three-year term and were issued at an interest rate of 8.25% per
annum. Payments of interest only were due quarterly, with the full principal
balance due no later than three years from issuance. The notes were 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 had a three-year term and was issued at an interest
rate of 7.5% per annum. Payments of interest only were due quarterly, with the
full principal balance due no later than three years from issuance. The note was
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.

                                       F-13
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In April 2001, the former shareholders of County Line Select Cars, Inc. and
Little Valley Auto & RV Sales, Inc. agreed to convert their seller notes into
shares of the Company's common stock. The Company is in the process of
registering such shares. Seller notes with principal balances of $3,231,920 were
exchanged for 912,000 shares of the Company's common stock valued at $2,688,486
based on the closing market price on the dates of conversion as reported by the
Nasdaq National Market. Since the terms of the conversion modified the original
conversion terms that would have called for shares to be issued at a fixed
conversion price of $7.50 per share resulting in 430,923 shares, the Company was
required to record a conversion expense equal to the fair value of the
incremental shares (481,077) issued, or $1,523,545 including merchandise credits
and other consideration of $102,256.

     The Company borrowed $1.6 million in 2000 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 the Company.
Principal and interest were due 90 days from funding. The loan has been repaid
in full by the Company. A member of the Company's Board of Directors at the time
is president of Doerge Capital Management.

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

5.  OTHER DEBT

  BRIDGE FINANCING

     In December 2000 the Company received $1,000,000 in bridge financing
advanced by a third party at an annual interest rate of 15%. The Company has
made no interest or principal repayments, but granted warrants to purchase
25,000 shares of common stock at $4.02 per share, 110% of the average market
price for the 21 trading days prior to closing. These warrants were valued at
approximately $25,000 and charged to interest expense during the quarter ended
July 31, 2001 based on a Black-Scholes option pricing model with the following
assumptions: (1) average discount rate of 4.9%, (2) volatility of 30% and (3) a
warrant life of five years. In addition the Company provided the unlimited use
of a Class A RV charging the cost of the unit of $127,000 to advertising
expense. The loan is currently due on demand but expected to be renegotiated.

     In January 2001 the Company received $500,000 in bridge financing from an
affiliate of a former director and a former officer/director of the Company (See
Note 14 "Related Party Transactions"). The note bears an interest rate of 6.75%
with interest and principal due at maturity. The outstanding principal balance
at October 31, 2001 was $340,000. Subject to final agreement of terms the
Company and the holders agreed to restructure the loan and a second demand loan,
described below under "Other Notes", by converting all but $128,000 of the
remaining unpaid balance of both loans to the Company's common stock (See Note
14 "Related Party Transactions" and Note 17 "Subsequent Events").

     In August 2001, the Company received $500,000 in bridge financing from an
unrelated third party. The loan bears an interest rate of 10% with interest
payable on the last business day of each month until maturity, October 31, 2001,
with the principal balance due at maturity. In addition, the Company has granted
the right to the lender to a second mortgage on certain dealership properties
collateralized by a first mortgage of its primary lender. The Company also
granted 25,000 warrants to purchase the Company's common stock at $3.16 per
share, the market closing price on the date of the grant. The warrants expire on
the fifth anniversary date of the grant. The warrants were valued at
approximately $26,000 based on a Black-Scholes option pricing model with the
following assumptions: (1) average discount rate 3.75%, (2) volatility of 30%
and (3) a warrant life of five years. Subsequent to October 31, 2001, the holder
agreed to restructure the loan converting

                                       F-14
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$250,000 to the Company's common stock, eliminating the security interest in the
dealership properties and extending the maturity of the balance to December 31,
2003 with no additional charges or penalties to the Company (See Note 17
"Subsequent Events").


     In June 2001, the Company obtained 65,000 shares of the Company's free
trading common stock from an affiliate of a former director and a former
officer/director of the Company to combine with a $20,000 cash settlement of all
claims under an Amended Employment Agreement with its former Chief Financial
Officer (See Note 14 "Related Party Transactions"). In connection with the share
settlement of this obligation on behalf of the Company, the Company's debt to
this affiliate was increased by $200,000 based on the trading value of the
65,000 shares at that time. As of October 31, 2001 the unpaid balance of this
advance was $67,000. Subsequent to October 31, 2001, the holders agreed to
combine the liabilities of both loans by converting all but $128,000 of the
combined liability to common stock (See 14 "Related Party Transactions" and Note
17 "Subsequent Events").


  BANK DEBT

     The Company has various term notes outstanding with banks with an aggregate
principal balance of $2,377,000 at October 31, 2001. 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 mortgage debt from
acquisitions (See Note 4 "Acquisitions") as of October 31, 2001 are as follows:

<Table>
<Caption>
YEAR ENDING OCTOBER 31,
-----------------------
<S>                                                        <C>
2002.....................................................  $1,861,335
2003.....................................................     171,825
2004.....................................................     188,246
2005.....................................................     206,241
2006.....................................................     225,960
Thereafter...............................................   6,495,504
                                                           ----------
Total....................................................  $9,149,111
                                                           ==========
</Table>

6.  INVENTORIES

     Inventories are summarized as follows:

<Table>
<Caption>
                                                                    OCTOBER 31,
                                                             -------------------------
                                                                2001          2000
                                                             -----------   -----------
<S>                                                          <C>           <C>
New Vehicles...............................................  $27,279,230   $43,190,901
New Marine.................................................      516,340     1,337,623
Used Vehicles..............................................    5,150,933    12,620,666
Used Marine................................................       57,440       494,064
Parts and accessories......................................    1,359,694     2,338,517
                                                             -----------   -----------
                                                             $34,363,637   $59,981,771
                                                             ===========   ===========
</Table>

                                       F-15
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7.  PROPERTY AND EQUIPMENT

     Property and equipment are summarized as follows:

<Table>
<Caption>
                                                                    OCTOBER 31,
                                                             -------------------------
                                                                2001          2000
                                                             -----------   -----------
<S>                                                          <C>           <C>
Land.......................................................  $ 2,988,978   $ 3,477,690
Buildings and leasehold improvements.......................    7,630,164     7,735,968
Machinery and shop equipment...............................      315,479     1,642,662
Office equipment and furniture.............................    1,804,765     1,051,481
Vehicles...................................................      621,252       396,341
Construction in progress...................................           --            --
                                                             -----------   -----------
                                                              13,360,638    14,304,142
Less accumulated depreciation and amortization.............   (2,021,409)   (1,886,095)
                                                             -----------   -----------
                                                             $11,339,229   $12,418,047
                                                             ===========   ===========
</Table>

     Depreciation expense for the years ended October 31, 2001, 2000 and 1999
are $695,449, $484,691 and $248,960, respectively.

8.  SALE-LEASEBACK

     On July 27, 2000, the Company 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

     The Company finances substantially all new and used inventories through
floor plan financing arrangements with one primary and several smaller lenders.
These financing agreements generally require that substantially all new and used
vehicles and marine products held in inventory be pledged as collateral.
Advances become due upon sale of the related vehicle or marine product or as the
related item ages beyond the allowable finance period.

     In March 2001, the Company entered into an amended and restated loan and
security agreement that required the reduction of available credit to a maximum
of $25,000,000 by May 1, 2001, the maintenance of certain financial covenants
including tangible net worth, working capital and debt to tangible net worth and
required collateral of $3.5 million in the form of a certificate of deposit to
be pledged by March 26, 2001.

     In April 2001, the Company completed further negotiations with its primary
lender to amend several of the terms of its March 2001 amended and restated loan
and security agreement. The first amendment to the amended and restated loan and
security agreement modifies the collateral required by reducing the pledge of a
certificate of deposit to $1.0 million and adding collateral consisting of
mortgages on all unencumbered real estate. The $1.0 million certificate of
deposit was established in July 2001 and is classified as restricted cash at
October 31, 2001. Advances for eligible new and used inventory will bear
interest at prime plus 3.0% and 3.5% respectively. The first amendment waived
the Company's failure to meet the financial covenants through April 30, 2001.
The agreement expired October 31, 2001. The Company did not meet the financial
covenants through October 31, 2001 and is currently negotiating with the primary
floor plan lender to renew its floor plan financing arrangement. The Company
executed a forbearance and amendment to the expired agreement through January
23, 2002 and negotiations with the floor plan lender continue. (See Note 17
"Subsequent Events").

                                       F-16
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company has negotiated an arrangement with one of its floor plan
providers that requested to be paid down in February 2001 because of the
Company's less than acceptable performance under its floor plan agreement and
because the provider subsequently exited the business of providing floor plan
financing to RV dealers. The Company is currently paying off the outstanding
balance at October 31, 2001 of $2,422,019 as units are sold and repaying past
due amounts on a mutually agreed schedule. The Company anticipates concluding
the pay down by June 2002.

     After the Company completes its expected capital raising (See Note 17
"Subsequent Events"), negotiations will continue with the other major floor plan
lender to increase the amount of floor plan financing available to, in turn,
allow for additional dealerships to be included under the other major floor plan
agreement. There can be no assurance that the Company will come to terms with
its other major lender to obtain sufficient alternative floor plan financing to
meet its business plan requirements.

     Maximum borrowings available under the contracts were $35.2 million as of
October 31, 2001. The following summarizes certain information about the
borrowings under the floor plan contracts:

<Table>
<Caption>
                                                                    OCTOBER 31,
                                                             -------------------------
                                                                2001          2000
                                                             -----------   -----------
<S>                                                          <C>           <C>
Maximum amount outstanding at any month end................  $54,193,919   $58,217,207
Average amount outstanding during the period...............  $39,829,142   $51,887,893
Weighted average interest rate during the period...........        10.60%         8.14%
Weighted average interest rate at the end of the period....         9.20%         8.79%
</Table>

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 the Company's common stock on the grant date.

     At the Company's January 18, 2001 Board of Director's meeting, the
Directors approved the grant of employee stock options to purchase shares of the
Company's common stock to all employees employed on that date with one year of
continuous employment with the Company. Options to purchase 487,750 shares of
common stock were awarded in connection with this action. These options vest
over two years, have a term of 10 years, and an exercise price of $4.00 per
share based on the fair market value of the Company's common stock at January
18, 2001. The Directors also approved the granting additional future options
under this program to employees employed at January 18, 2001 as they reach one
year of continuous employment.

                                       F-17
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<Table>
<Caption>
                                                                   WEIGHTED AVERAGE
                                                              --------------------------
                                                              NUMBER OF   EXERCISE PRICE
                                                               OPTIONS      PER SHARE
                                                              ---------   --------------
<S>                                                           <C>         <C>
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
  Forfeited/Canceled........................................   (205,000)       3.64
                                                              ---------
Options outstanding, October 31, 2000.......................  1,346,000        4.47
  Granted...................................................    728,750        3.81
  Exercised.................................................         --          --
  Forfeited/Cancelled.......................................   (818,500)       4.42
                                                              ---------
Options outstanding, October 31, 2001.......................  1,256,250        4.12
                                                              =========
</Table>

     At October 31, 2001, the 1,256,250 options outstanding under all stock
option plans are summarized in the following table:

<Table>
<Caption>
                                                                                     WEIGHTED
   RANGE OF                                           AVERAGE                        AVERAGE
   EXERCISE        NUMBER      WEIGHTED AVERAGE    EXERCISE PRICE     NUMBER      EXERCISE PRICE
    PRICES       OUTSTANDING   REMAINING LIFE(1)     PER SHARE      EXERCISABLE     PER SHARE
--------------   -----------   -----------------   --------------   -----------   --------------
<S>              <C>           <C>                 <C>              <C>           <C>
$1.70 - $2.55       125,000          3.21              $1.70          125,000         $1.70
$2.56 - $3.83       255,000          7.43              $3.21          180,000         $3.15
$3.84 - $5.74       686,250          7.46              $4.26          307,166         $4.52
$5.75 - $8.61       190,000          6.39              $6.34          140,000         $6.19
                  ---------                                           -------
    Total         1,256,250                                           752,166
                  =========                                           =======
</Table>

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

(1) Average remaining contractual life in years

     On April 13, 2000, the Company 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, the Company issued to Schneider warrants to purchase up
to 350,000 shares of common 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 valuation with the following assumptions: (1) an average discount
rate of 5.5%, (2) volatility of 31% and (3) an option life of five years. The
value was recognized as consulting expense by the Company over the warrants
vesting period. None of these warrants have been exercised as of October 31,
2001.

     In December 2000 and August 2001, the Company issued 25,000 warrants each
under bridge financings (see Note 5 "Other Debt -- Bridge Financing").

     Certain employee stock options were granted in fiscal 2000 at an exercise
price below fair value of the common shares on the date of grant. The Company
will recognize expense for the intrinsic value of

                                       F-18
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $122,000 in connection with this grant. Approximately $73,000 of
expense was recognized in fiscal 2000 with the remaining amount recognized over
the remaining vesting period in 2001.


     Had compensation expense been determined based upon the fair value of the
options at their grant dates in accordance with SFAS 123, the net loss and net
loss per share for fiscal 2001 and 2000 would have been increased by
approximately $696,000 and $.08 and $1,491,000 and $.20, respectively. Because
options vest over several years and additional option grants are expected to be
made in future years, the above proforma results are not representative of the
proforma results for future years. The weighted average fair value of the
options granted in fiscal 2001 and 2000 were $2.32 per share and $1.30 per
share, respectively.


     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:

<Table>
<Caption>
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Average discount rate.......................................     5.25%      5.50%
Volatility..................................................       41%        31%
Average option life.........................................  10 years   10 years
</Table>

11.  INCOME TAXES

     The components of income taxes (benefit) are as follows:

<Table>
<Caption>
                                                               OCTOBER 31,
                                                   -----------------------------------
                                                     2001        2000          1999
                                                   --------   -----------   ----------
<S>                                                <C>        <C>           <C>
Current:
  Federal........................................        --   $(1,302,000)  $1,106,000
  State..........................................        --      (135,000)     241,000
                                                   --------   -----------   ----------
                                                         --    (1,437,000)   1,347,000
                                                   --------   -----------   ----------
Deferred:
  Federal........................................   (53,000)     (302,000)     (35,000)
  State..........................................        --       (36,000)       9,000
                                                   --------   -----------   ----------
                                                         --      (338,000)     (26,000)
                                                   --------   -----------   ----------
Total income taxes (benefit).....................  $(53,000)  $(1,775,000)  $1,321,000
                                                   ========   ===========   ==========
</Table>

                                       F-19
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The components of deferred tax assets and liabilities consist of the
following:


<Table>
<Caption>
                                                                    OCTOBER 31,
                                                              -----------------------
                                                                 2001         2000
                                                              -----------   ---------
<S>                                                           <C>           <C>
Deferred tax assets:
  Accrued warranty..........................................  $   113,000   $  91,000
  Property and equipment....................................       51,000      63,000
  State NOL carryover.......................................      551,000     124,000
  Non-compete agreement.....................................       73,000      73,000
  Inventory.................................................      786,000     379,000
  Deferred finance income...................................      917,000     118,000
  Accrued vacation..........................................       38,000      17,000
  AMT Credit................................................      122,000          --
  Federal NOL Carryover.....................................    2,632,000          --
  Other.....................................................       34,000       2,000
                                                              -----------   ---------
Total deferred tax assets...................................    5,317,000     867,000
Less current deferred tax assets............................           --    (659,000)
Less deferred tax asset valuation allowance.................   (5,317,000)         --
                                                              -----------   ---------
Long-term deferred tax assets...............................  $        --   $ 208,000
                                                              ===========   =========
</Table>


     The Company has established a valuation allowance for the full amount of
its net deferred tax assets since it has not determined that it is more likely
than not that the net deferred tax asset is realizable, based upon the Company's
recent earnings history.

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


<Table>
<Caption>
                                                             OCTOBER 31,
                                            ---------------------------------------------
                                                    2001                    2000
                                            ---------------------   ---------------------
                                              AMOUNT      PERCENT     AMOUNT      PERCENT
                                            -----------   -------   -----------   -------
<S>                                         <C>           <C>       <C>           <C>
Income taxes (benefits) at statutory
  rate....................................  $(5,313,000)    34.0%   $(1,693,000)   34.0%
State income taxes, net of federal
  benefit.................................     (544,000)     3.5%      (113,000)    2.3%
Debt conversion...........................      539,000     (3.5)%           --      --
Increase in valuation allowance and
  other...................................    5,265,000    (34.0)%       31,000    (0.6)%
                                            -----------   ------    -----------    ----
Income taxes (benefits) at effective
  rates...................................  $   (53,000)      --    $(1,775,000)   35.7%
                                            ===========   ======    ===========    ====
</Table>



     At October 31, 2001, the Company had federal net operating loss
carryforwards of approximately $7,044,000 available to reduce future taxable
income which expires October 31, 2021. Under the provisions of the Internal
Revenue Code, certain substantial changes in the Company's ownership may result
in a limitation on the amount of the net operating loss carry forwards which can
be used in future years.


12.  EMPLOYEE BENEFIT PLANS

     The Company 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 the
Company's discretion, be matched 25% up to a maximum employee contribution of 6%
of the employee's compensation. Also, at the Company's discretion, a
profit-sharing contribution may be made. Company contributions to the plan,
included in selling, general and administrative expenses, were approximately
$69,000, $58,000 and $113,000 for the years ended October 31, 2001, 2000 and
1999, respectively.

                                       F-20
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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:  The Company leases computer equipment under agreements,
which are classified as capital leases. Upon expiration of each of the leases,
the Company 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 $243,000 and $250,000 net of accumulated amortization of $449,167
and $410,439 at October 31, 2001 and 2000, respectively.

     Operating Lease:  The Company 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
through 2010, with most including renewal options. The Company closed the
dealership occupying the Fort Myers facility in December 2001 and will vacate
that location when the lease expires on May 1, 2002.

     As of October 31, 2001, the future minimum lease payments under
non-cancelable capital and operating leases with initial or remaining terms of
one year or more are as follows:

<Table>
<Caption>
                                                              CAPITAL    OPERATING
                                                               LEASE       LEASES
                                                              --------   ----------
<S>                                                           <C>        <C>
Year ending October 31,
2002........................................................  $154,819   $1,400,240
2003........................................................    60,429    1,373,272
2004........................................................    51,937    1,304,565
2005........................................................    24,467      931,552
2006........................................................     6,225      493,168
                                                              --------   ----------
Total minimum lease payments................................  $297,877   $5,502,797
                                                                         ----------
Less amount representing interest...........................    48,685
                                                              --------
Present value of minimum lease payments.....................  $249,192
Less current portion........................................   126,015
                                                              --------
Long-term capital lease obligation..........................  $123,177
                                                              ========
</Table>

     The Company's rental expense under operating leases for the fiscal years
ended October 31, 2001, 2000 and 1999 was $1,369,043, $652,683 and $531,468
respectively.

14.  RELATED PARTY TRANSACTIONS

     During the fiscal year ended October 31, 1999, the Company leased
facilities from its principal stockholder prior to June 30, 1999, and a trust
whose beneficiaries were the heirs of one of the former principal stockholders.
The Company paid an aggregate of $203,000 to these related parties in 1999.
During fiscal 2000, the Company leased facilities from an officer of the Company
for an aggregate of $147,000. There were no rents paid to related parties during
the fiscal year ended October 31, 2001.

     In January 2001, the Company received $500,000 in bridge financing from an
affiliate of a former director and a former officer/director of the Company (See
Note 5 "Other Debt -- Bridge Financing "and Note 17 "Subsequent Events").

     On January 15, 2001 the Company's chief financial officer resigned. The
employment agreement provided for a termination payout of approximately $220,000
which was accrued and expensed at that time. In

                                       F-21
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

June 2001 an affiliate of the former chairman and director, settled a portion of
the Company's obligation with the former CFO by giving him 65,000 shares of the
Company's stock. The Company issued an unsecured note for $200,000 representing
the market value of the shares. The Company partially offset the liability by
transferring to the holder vehicles and marine inventory at the book carrying
value. The unpaid balance at October 31, 2001 is $67,000 (See Note 5 "Other
Debt -- Other Notes" and Note 17 "Subsequent Events").

15.  COMMITMENTS AND CONTINGENCIES

     Concentration Of Credit Risk:  The Company's financial instruments that are
exposed to concentrations of credit risk consist primarily of cash and cash
equivalents and accounts receivable. The Company 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, the Company routinely
assesses the financial strength and collectibility of its customers and, as a
consequence, believes that its accounts receivable risk is limited.

     The Company relies on several manufacturers as suppliers for its product
lines. Approximately 43%, 47% and 49% of the Company's new vehicle sales for the
years ended October 31, 2001, 2000 and 1999, 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 the Company.
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 believes that
the loss of all brands from either of these two manufacturers to be highly
unlikely.

     Consulting Agreements:  On June 30, 1999, the Company entered into two
separate consulting agreements with the former principal shareholders to assist
the company in corporate administration activities. These consulting agreements
were for a two-year period expiring June 30, 2001. During the term of these
agreements, Holiday was required to 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 "Stock Options and Warrants"). The options have a five-
year term. The Company recognized consulting expense of approximately $118,000
over the vesting period based upon the Black Scholes option pricing model
valuation of these options.

     On August 1, 2001, the Company entered into a two-year consulting agreement
with an individual to assist in guiding the Company in several financial areas
principally focused on overall financial planning and the development of a
recast business plan. The consultant and the Company agreed that the Company's
Board of Directors may, at its option, appoint the consultant to serve as a
director of the Company during the agreement term and may further appoint, at
its option, the consultant to either Vice Chairman or Chairman of the Board of
Directors. As compensation for the consultant agreeing to provide and providing
services to be rendered, the Company was to issue 500,000 restricted shares of
the Company's common stock and an option to purchase an additional 400,000
shares of common stock at an exercise price of $3.16, the market closing price
as of the agreement date. The options were to vest 25,000 shares per month
beginning September 1, 2001, and continue to vest 25,000 shares per month until
fully vested. The Company could terminate the agreement at any time for any
reason with 30 days written notice. Early termination and achievement of certain
performance criteria could accelerate option vesting. The consultant agreed to a
one year trading lock-up beginning from the agreement date for all shares issued
or issuable during the lock-up period.


     Subsequent to October 31, 2001, the consultant and the Company mutually
agreed to cancel the obligations of both parties under the August 1, 2001
agreement (including the option grants) and enter into a new agreement effective
October 31, 2001 to essentially provide financial advisory services and serve on
the Company's Board of Directors if asked to do so. Compensation for the
services were to be paid through the issuance of 500,000 shares of the Company's
common stock, as originally intended under the August 1, 2001 agreement. At
October 31, 2001, the Company has shown these 500,000 shares as issuable and
recorded a charge of $1,580,000 to consulting expense based on the market value
of the Company's common stock on August 1, 2001, the date the parties entered
into the original enforceable agreement.


                                       F-22
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     On August 3, 2001, the Company signed a non-exclusive engagement letter,
subject to due diligence, with a financial advisor and agent in connection with
a private placement of equity securities of the Company. The engagement letter
contemplates raising approximately $6 million in gross proceeds from the private
sale of the Company's common stock. The financial advisor will receive a
transaction fee of 10% of the gross proceeds received, if any, by the Company
from investors introduced to the Company by the financial advisor, which will be
deducted at closing. In addition, the Company will grant the financial advisor
warrants to purchase common stock equal to 10% of the common stock the financial
advisor sells. The warrants will expire five years from the closing date and
will be exercisable at the same per share price the common stock is sold to the
private sale investors. Other fees and expenses incurred by the financial
advisor related to the engagement will be billed periodically to the Company.
The Company raised additional capital subsequent to October 31, 2001 (See Note
17 "Subsequent Events") in which the financial advisor did not participate and,
accordingly, the Company has no obligation to pay fees to the financial advisor
under this agreement as of October 31, 2001.

     Third-Party Financing:  The Company uses indirect lenders consisting of
third-party banks and/or finance companies to assist its customers in locating
financing for vehicle purchases. The Company refers customer to one or more of
these indirect lending sources and earns a commission if the third-party lender
consummates a loan contract with the customer. These contracts represent
third-party financing, and the Company provides no underwriting or credit
approval services for the lender. The Company's commissions 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 the Company service or guarantee the collection of these loans or
receivables. The Company could be charged back the commission by the lender if
the loan is terminated for any reason in a specified period of time, limited to
the first six months of the term. Effective November 1, 2000, the Company
changed its revenue recognition policy related to commissions earned by the
Company for placing retail financing contracts with indirect lending
institutions in connection with customer vehicle and marine and customer
purchases of credit life insurance products to defer these commissions until the
chargeback period has lapsed. This change made in accordance with the
implementation of the U.S. Securities and Exchange Commission Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101). The
effect of this change is reported as the cumulative effect of a change in
accounting principle in the year ended October 31, 2001 (See Note 2 "Summary of
Significant Accounting Policies").

16.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     The following is a summary of unaudited quarterly results for the fiscal
years ended October 31, 2001 and October 31, 2000.

<Table>
<Caption>
                                                             FISCAL 2001 QUARTER
                                                ----------------------------------------------
                                                  FIRST      SECOND       THIRD       FOURTH
                                                ---------   ---------   ---------   ----------
                                                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                             <C>         <C>         <C>         <C>
Pre-SAB 101:
  (as originally reported)
Revenue.......................................   $33,220     $41,654     $36,397     $ 22,984
Gross Profit..................................     5,188       7,363       6,685         (682)
Net income (loss).............................    (2,883)     (1,635)       (427)     (10,629)
Basic and diluted earnings (loss) per common
  share(a)....................................     (0.38)      (0.20)      (0.05)       (1.28)
</Table>

                                       F-23
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)


<Table>
<Caption>
                                                            FISCAL 2001 QUARTER
                                             -------------------------------------------------
                                               FIRST        SECOND       THIRD        FOURTH
                                             ----------   ----------   ----------   ----------
                                               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                             (RESTATED)   (RESTATED)   (RESTATED)   (RESTATED)
<S>                                          <C>          <C>          <C>          <C>
Post-SAB 101:
  (as restated)
Revenue....................................   $33,342      $41,182      $36,172      $ 23,392
Gross Profit...............................     5,310        6,891        6,460          (274)
Net income (loss)..........................    (4,950)      (2,107)        (652)      (10,313)
Basic and diluted earnings (loss) per
  common share(a)..........................     (0.65)       (0.26)       (0.07)        (1.21)
</Table>



     Effective November 1, 2000, the Company changed its revenue recognition
policy related to commissions earned by the Company for placing retail financing
contracts with indirect lending institutions in connection with customer vehicle
and marine purchases and customer purchases of credit life insurance products to
defer these commissions until the chargeback period has lapsed. Also effective
November 1, 2000, the Company changed its revenue recognition policy related to
commissions earned on the sale of administrative obligor extended warranty and
service contracts to defer these commissions until this 100% chargeback period
has lapsed and to recognize revenue ratably over the remaining life of the
contracts as commissions are earned and not subject to chargeback. This change
was made in accordance with the implementation of the U.S. Securities and
Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101") (See Note 2 "Summary of Significant Accounting
Policies"). The quarters ended January 31, 2001, April 30, 2001 and July 31,
2001 have been restated to reflect the adoption of SAB 101.



     The fourth quarter of fiscal 2001 reflects a $1,580,000 charge to
consulting expense related to stock issuable for services (See Note 15
"Commitments and Contingencies").


     The fourth quarter of fiscal 2001 reflects a $1,573,000 charge for goodwill
impairment based on an annual evaluation and events in the quarter (See Note 4
"Acquisitions").

     The fourth quarter of fiscal 2001 reflects provisions of $2,257,000 for
additional reserves on vehicles, marine products and parts and accessory
inventory based on inventory aging, reassessment of wholesale market value and
salability, historical sales activity and the condition of the merchandise.

     The second quarter of fiscal 2001 reflects a debt conversion expense charge
of $1,440,000 (See Note 4 "Acquisitions"). An additional $83,000 was expensed in
the fourth quarter of fiscal 2001.

<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>

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

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


17.  SUBSEQUENT EVENTS



  SERIES A PREFERRED



     On January 3, 2002, the Company's Board of Directors authorized the
issuance of up to 35,000 shares of Series A Preferred Stock, of which 8,807 have
been designated Sub-Series A-1 Convertible Preferred Stock (the "Series A-1
Shares") and 26,193 have been designated Sub-Series A-2 Stock (the "Series A-2
Stock", collectively the "Series A Shares"). The Series A stockholders are
entitled to dividends at a rate of 10% of the


                                       F-24
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)


purchase price per annum, which accrue on a daily basis and are payable in cash
each quarter. If certain specified events of default occur, that dividend rate
increases to 15%. As more fully described below, an event of default appeared
probable based on events occurring in February 2002. The Series A Shares have
identical rights and preferences, except that the Series A-2 Shares are not
convertible and are nonvoting until stockholder approval is obtained. The Series
A Shares are also entitled to a redemption payment equal to 125% of the original
issuance price plus accrued and unpaid dividends (the "Liquidation Price") upon
the sale or liquidation of the Company or upon an event of default, as defined.



     The Company is required to redeem the Series A Shares, including any
accrued and unpaid dividends, on December 31, 2007. They will therefore be
classified in the mezzanine in the Company's balance sheet. Redemption may occur
sooner at the Liquidation Price in the event of a change in control, as defined
in the Certificate of Designation , Rights and Preferences, a delisting of the
Company's common stock, or a failure to honor a conversion request. On February
14, 2002, the Company was notified by the NASDAQ National Market that it had
failed to comply with certain listing requirements and was therefore subject to
delisting. Accordingly, the Company will reflect the Series A Shares at their
Liquidation Price in their January 31, 2002 financial statements.



     The Series A Shares are being sold as units comprising 100 shares of Series
A Preferred Stock and warrants to purchase 5,000 shares of common stock at an
exercise price of $.50 per share. The Company will realize gross proceeds of
$3,500,000 if all of the units are sold. The voting and conversion rights of the
Series A-2 Shares are subject to stockholder approval. At the time of the
offering, the Company had received written approvals from the beneficial holders
of approximately 72% of its outstanding common stock. The Company will seek
formal approval at its 2002 Annual Meeting of Stockholders.



     The warrants contain certain provisions that may preclude the Company from
settling them in shares at the time they are exercised. Accordingly, in
accordance with EITF Issue No. 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, the
Company will classify those warrants as a liability in the balance sheet.
Furthermore, those warrants will be remeasured each period with changes in their
fair value reflected in the Company's statement of operations.



     The Series A-1 and Series A-2 Shares are being sold on a pro-rata basis to
investors, up to the maximum of 35,000 Series A Shares authorized. If the
Company does not issue all of the Series A-1 shares, investors will be entitled
to exchange each Series A-2 Share for a Series A-1 Shares on a pro-rata basis
until all Series A-1 Shares have been issued. As of January 31, 2002, the
Company had sold 5,033 and 14,967 shares of Series A-1 and Series A-2 Shares,
respectively, for net proceeds of $1,850,000.



     In January 2002, the Company issued shares of its Series A Preferred Stock
for $1,500,000 to an investor in connection with a strategic business
relationship. That relationship is described below. These shares were also sold
as units. The units had a fair value of $3,500,000 at the date of the
transaction. In accordance with consensus in EITF Issue No. 01-1, Accounting for
a Convertible Instrument Granted or Issued to a Nonemployee for Goods or
Services or a Combination of Goods or Services and Cash, the Company will record
a charge equal to the excess of the fair value of the units over the amount
received in cash as marketing expense in their statement of operations for the
period ended January 31, 2002.



     In addition, in January 2002 the Company sold 5,000 units to another
investor for gross proceeds of $500,000. Because the Series A-1 Shares that
comprise a part of those units convert to common stock at a conversion price
that was less than the quoted market price of its common stock on the date of
the transaction, the Company will record a beneficial conversion feature equal
to the entire proceeds of the offering. That beneficial conversion feature will
be recognized as a deemed dividend to the Series A shareholders in the Company's
statement of operations for the period ended January 31, 2002 given the
probability of default from the February 2002 Nasdaq delisting notification
discussed below. A default may require the Company to redeem the Series A-1
shares.


                                       F-25
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)


     The Certificate of Designation, Rights and Preferences also provides for
adjustment in the conversion price in the event of certain future events.
However, because the Company recorded the maximum beneficial conversion feature
at issuance, no further beneficial conversion will be recognized if and when
those events occur.



  SERIES B PREFERRED



     In December 2001 and February 2002 the Company received $250,000,
respectively as the first and second tranche payments on a proposed investment
of $1,250,000 in Series B Preferred Stock of the Company. The terms are expected
to be essentially identical to the Series A Preferred Stock, except Series B
will be junior in status to Series A. Final placement of the Series B is also
subject to final negotiation and completion of definitive documentation and all
authorizations required under applicable law. The proceeds are expected to be
used to repay the Company's 15% $1,000,000 bridge financing obtained in December
2000.



  BRIDGE FINANCING



     As of January 31, 2002 the Company agreed to convert into 479,382 shares of
common stock, at a per share conversion price of $0.60, $287,629 of the unpaid
balance including accrued interest of $27,866 on certain bridge financing and a
demand loan from an affiliate of a former director and a former officer/director
of the Company. The market price of the Company's common stock at the conversion
date was $0.95. Had the conversion been made at market price, the Company would
have issued 302,767 shares. The incremental shares issued (176,615) valued at
market price is $167,784 and will be recorded as note conversion expense in the
Company's statement of operations for the period ended January 31, 2002. The
remaining balance of the bridge financing and demand loan of $128,000 has been
assigned by the former officer/director of the Company to the Company's CEO in
settlement of non-Company obligations between these two related parties. The CEO
agreed to eliminate the interest charge prospectively and to structure a
repayment schedule to fit within the cash flow parameters of the Company.



     In January 2002 the Company agreed to restructure the $500,000 6.75% bridge
financing received in August 2001( See Note 5 Other Debt-Bridge Financing) by
converting $250,000 into common stock, at a future date and per share conversion
price to be determined. Payment of the remaining $250,000 balance plus accrued
interest will be due no later than December 31, 2003. In addition the holder
agreed to release the junior security interest in the Tampa, Florida and Las
Cruces, New Mexico properties.



  FLOOR PLAN FINANCING



     On January 9, 2002 the Company agreed with its primary Floor plan lender to
enter into a forbearance agreement to amend and extend the Floor plan Financing
agreement to January 23, 2002 (See Note 9 "Floor Plan Contracts"). The Company's
non-compliance with the Financial covenants was not waived during the
forbearance period.



     The primary floor plan lender continued the forbearance agreement to amend
and extend the floor plan financing agreement to March 15, 2002 at which time
the parties agreed to amend the expired forbearance agreement essentially under
the same terms through October 31, 2002 lowering the maximum borrowing to
$20,000,000 and adjusting the financial covenants based on the Company's fiscal
2002 business plan. The Company has been charged a loan origination fee of
$200,000 with $50,000 paid at closing, $50,000 paid thirty days from closing
with the remaining $100,000 paid at maturity. Of the total fees, $100,000 will
be waived if the loan is paid in full before maturity. The adjusted financial
covenants are effective March 15, 2002. As of January 31, 2002, the Company was
not in compliance with the financial covenants of the floor plan financing
agreement that expired on October 31, 2001 and waivers were not received for the
non-compliance.



     The Company continues to negotiate with another major floor plan lender to
provide all of the Company's floor plan capacity or to increase the amount of
floor plan financing available to allow for additional dealerships to be
included under the other major floor plan agreement. There can be no assurance


                                       F-26
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)


that the Company will come to terms with its other major lender under either
scenario to obtain sufficient alternative floor plan financing to meet its
business plan requirements.



  SALE OF TAMPA PROPERTY



     On January 3, 2002, the Company entered into a contract to sell its Tampa
Florida facility for $1,026,000 subject to buyer due diligence and satisfactory
financing to complete the purchase.



  NASDAQ



     The Company received a Nasdaq Staff Determination on February 14, 2002,
indicating that the Company failed to comply with the $15,000,000 minimum market
value of publicly held shares and the $3.00 minimum bid price per share
requirements of Nasdaq Marketplace Rules 4450(b)(3) and 4450(b)(4) and that its
securities are therefore subject to delisting from the Nasdaq National Market.
The Company has 90 days in which to regain compliance. During that time, the
Company's common stock will continue to trade on the Nasdaq National Market. The
Company may request a hearing before the Nasdaq Listings Qualifications Panel to
review the staff determination or it may apply to transfer its securities to the
Nasdaq SmallCap Market. The Company has not decided which options to pursue.
However, if the Company chooses to appeal the staff determination, it cannot be
assured that the appeal will be successful, nor can it assure that its
securities will be approved for listing on the Nasdaq SmallCap Market if it
applies to transfer.



  ENDORSEMENT AGREEMENT



     In March 2002, the Company entered into an agreement with Affinity Group
Inc., a company wholly owned by the majority holder of the Series A Preferred
Stock, granting the Company a non-exclusive right to use their Good Sam(TM) name
and logo, including trade names of all of Affinity's service marks in connection
with the sales and service of the Company's products. Under the agreement,
Affinity and the Company agreed to develop a marketing program for certain
products and services offered by Affinity through their Good Sam(TM) program.
The Company paid Affinity a one-time fee of $1,500,000 for the license in March
2002. Affinity has also agreed to lend the Company $1,600,000 for a term of one
year at an interest rate of 20%, payable quarterly, one half of which may be
paid in stock at the discretion of the Company's board of directors. The Company
must also pay a $50,000 origination fee, which is included in the note. Subject
to stockholder approval, the Company expects to issue a warrant to purchase
1,800,000 shares of its common stock exercisable at $0.50 per share with a term
of five years.



  SERIES AA-2 PREFERRED STOCK



     In March 2002, the Company's board of directors designated a new series of
Preferred Stock as Series AA-2 Preferred Stock and authorized the issuance of
15,000 shares of that series to raise a total of $3,500,000. The Company entered
into a Securities Purchase Agreement under which it issued and sold shares of
Series AA-2 Preferred Stock to an accredited investor in a private placement in
reliance on Section 4(2) of the Securities Act of 1933 and Rule 506 of
Regulation D. The shares of Series AA-2 Preferred Stock were sold in units, each
of which consisted of 100 shares of Series AA-2 Preferred Stock and warrants to
purchase 5,000 shares of common stock at an exercise price of $.50 per share.



     In March 2002, the Company sold 150 units for a purchase price of $1.5
million to the majority holder of the Series A Preferred Stock issued in January
2002. The Series AA-2 Preferred Stock that are included in the units has the
same preferences, rights, qualifications, limitations and restrictions as the
Series A-2 Shares issued in January 2002. The shares of AA-2 Preferred Stock are
initially convertible at a conversion price of $.50 per share. The Series AA-2
Preferred Stock will be classified as redeemable preferred stock in the
mezzanine section of the Company's balance sheet. These units were sold to an
investor in combination with establishing a strategic relationship between an
affiliate of that investor and the Company. That relationship is described
above. Those units had a fair value of approximately $1,670,000 at the date of
the transaction. In accordance with the consensus in EITF Issue No. 01-1,
Accounting for a Convertible Instrument Granted or Issued to a Nonemployee for
Goods or Services or a Combination of Goods or Services and Cash, the


                                       F-27
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)


Company will record a charge equal to the excess of the fair value of the units
over the amount received in cash as marketing expense in their statement of
operations for the period ended March 31, 2002. The accompanying warrants
contain certain provisions that may preclude the Company from settling them in
shares at the time they are exercised. Accordingly, in accordance with EITF
Issue No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock, the Company will classify those
warrants as a liability in the balance sheet at March 31, 2002. Furthermore,
those warrants will be remeasured each period with changes in their fair value
reflected in the Company's statement of operations.



  JOB CREATION AND WORKERS ASSISTANCES ACT



     On March 9, 2002, the "Job Creation and Worker Assistances Act" (H.R. 3090)
became effective. The new law makes numerous changes to the U.S. corporate tax
laws. The temporary extension of the general net operating loss carryback period
to five years (from two years under prior law) for net operating losses arising
in taxable years ending in 2001 and 2002 will have a positive impact on the
Company. Currently, the Company is assessing the valuation allowance recorded
against deferred tax assets to determine the amount of additional NOL refunds
the Company will be eligible to receive under the new law. At October 31, 2001,
the Company had federal net operating loss carryforwards of approximately
$7,044,000.


                                       F-28
<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)


18. RESTATEMENT



     In March 2002, the Company determined that its financial statements
required revision to defer, as discussed in Note 1, recognition of revenues for
commissions earned on the sale of administrator obligor extended warranty and
service contracts subject to a chargeback period in accordance with the U.S.
Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" (SAB 101). The effect of the restatement
was to increase the cumulative effect as of November 1, 2000 related to the
implementation of SAB 101 by approximately $1,158,000 and increase the net loss
for 2001 by approximately $1,417,000.



<Table>
<Caption>
                                                                   AS
                                                               PREVIOUSLY         AS
                                                                REPORTED       RESTATED
                                                              ------------   ------------
<S>                                                           <C>            <C>
Consolidated Balance Sheets:
Current portion deferred finance and insurance income.......  $    940,043   $  1,501,519
Total current liabilities...................................    40,494,737     41,056,213
Long-term deferred finance and insurance income.............            --        855,355
Retained earnings (deficit).................................    (4,904,003)    (6,320,834)
Total shareholders' equity..................................     8,277,970      6,861,139
Consolidated Statements of Operations:
Other, net..................................................     3,476,908      3,218,422
Total sales and service revenue.............................   134,347,054    134,088,568
Gross profit................................................    18,646,106     18,387,620
Income (loss) from operation................................    (9,762,754)   (10,021,240)
Income (loss) before income taxes (benefit) and cumulative
  effect of a change in accounting principle................   (15,627,242)   (15,885,728)
Net income (loss) before cumulative effect of a change in
  accounting principle......................................   (15,573,899)   (15,832,385)
Cumulative effect on November 1, 2000 related to the
  implementation of SAB 101.................................    (1,030,926)    (2,189,271)
Net income (loss)...........................................   (16,604,825)   (18,021,656)
Basic and diluted earnings (loss) per share:
Income (loss) before cumulative effect of a change in
  accounting principle......................................         (1.91)         (1.94)
Cumulative effect as of November 1, 2000 related to the
  implementation of SAB 101.................................          (.13)          (.27)
Net income (loss)...........................................         (2.04)         (2.21)
Pro-forma amounts assuming SAB 101 is applied retroactively:
  Net income (loss)  FY 2000................................    (3,607,000)    (4,130,000)
                      FY 1999...............................     2,154,000      2,105,000
  Basic and diluted earnings (loss) per common share
                      FY 2000...............................          (.48)          (.54)
                      FY 1999...............................           .30            .29
Consolidated Statements of Shareholders' Equity:
Balance at October 31, 2000
  Net loss for the year -- Retained Earnings (Deficit)......   (16,604,825)   (18,021,656)
  Net loss for the year -- Total............................   (16,604,825)   (18,021,656)
Balance at October 31, 2001
  Retained Earnings (Deficit)...............................    (4,904,003)    (6,320,834)
  Total.....................................................     8,277,970      6,861,139
Consolidated Statements of Cash Flows:
Net (loss) income...........................................   (16,604,825)   (18,021,656)
Cumulative effect as of November 1, 2000 related to the
  implementation of SAB 101.................................     1,030,926      2,189,271
Increase (decrease) in accrued expenses and deferred finance
  and insurance income......................................       (49,854)       208,632
</Table>


                                       F-29
<PAGE>

                               INDEX TO EXHIBITS


<Table>
<Caption>
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
<C>       <S>
 3.1      Amendment in the Entirety of By-Laws (incorporated by
          reference to Exhibit 3.5 to the Registration Statement on
          Form S-18 dated September 14, 1987 (File No. 33-17190-A)
          (the "Form S-18").
 3.2      Amendment to By-Laws (incorporated by reference to Exhibit
          3.6 to the Form S-18).
 3.3      Agreement and Plan of Merger between Holiday RV Superstores,
          Incorporated, a Florida corporation and Holiday RV
          Superstores, Inc., a Delaware corporation (incorporated by
          reference to Exhibit 3.7 to the Annual Report on Form 10-K
          for the fiscal year ended October 31, 1999 filed on January
          28, 2000 (the "1999 10-K")).
 3.4      Restated Certificate of Incorporation of Holiday RV
          Superstores, Inc., a Delaware corporation (incorporated by
          reference to Exhibit 3.8 to the 1999 10-K).
 3.5      Certificate of Designation, Rights and Preferences of the
          Series A Preferred Stock of Holiday RV Superstores, Inc.
          (incorporated by reference to Exhibit 3.1 to the Form 8-K
          dated January 7, 2002 filed on January 11, 2002 (the
          "January 2002 8-K")).
 3.6      Amended Certificate of Designation, Rights and Preferences
          of the Series A Preferred Stock of Holiday RV Superstores,
          Inc. (incorporated by reference to Exhibit 3.2 to the
          January 2002 8-K).
 4.1      Form of Common Stock Certificate (incorporated by reference
          to Exhibit 4.1 to the Form S-18).
 4.2      Holiday RV Superstores, Inc. 1999 Stock Compensation Program
          (incorporated by reference to Exhibit 4.1 to the
          Registration Statement on Form S-8 dated September 28, 2000
          (File No. 333-46822) (the "S-8")).
 4.3      Holiday RV Superstores, Inc. 1999 Stock Option Plan
          (incorporated by reference to Exhibit 4.2 to the S-8).
 4.4      Form of Consulting Agreement (incorporated by reference to
          Exhibit 4.3 to the S-8).
 4.5      Form of Consultant Stock Option Agreement (incorporated by
          reference to Exhibit 4.4 to the S-8).
 4.6      Form of 1999 Board of Director Stock Option Agreement
          (incorporated by reference to Exhibit 4.5 to the S-8).
 4.7      Form of Warrant to Purchase Shares of Common Stock of
          Registrant dated April 13, 2000 issued to Schneider
          Securities, Inc. (incorporated by reference to Exhibit 4.1
          to Amendment No. 1 to Registration Statement on Form S-3
          filed on September 21, 2001 (File No. 333-64898) (the
          "S-3")).
 4.8      Form of Warrant dated May 10, 2001 registered to KC
          (incorporated by reference to Exhibit 4.1 to the Quarterly
          Report on Form 10-Q for the period ended April 30, 2001 (the
          "April 2001 10-Q")).
 4.9      Form of Warrant dated January 8, 2002 issued to The Stephen
          Adams Living Trust UTA dated September 15, 1997
          (incorporated by reference to Exhibit 4.1 to the January
          2002 8-K).
10.1      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 (incorporated by reference to
          Exhibit 10.16 to the Annual Report on Form 10-K for the
          fiscal year ended October 31, 1995 (the "1995 10-K")).
10.2      Agreement of Sublease between Registrant and Venture Out,
          dated July 31, 1994 (incorporated by reference to Exhibit
          10.17 to the 1995 10-K).
10.3      Assignment of Lease between Registrant and Venture Out
          Properties dated July 31, 1994 (incorporated by reference to
          Exhibit 10.18 to the 1995 10-K).
10.4      Lease agreement between James Ledford and Mary Beth Ledford,
          husband and wife, and Registrant dated February 12, 1990
          (incorporated by reference to the Exhibits to the Current
          Report on Form 8-K filed on February 27, 1990).
10.5      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
          (incorporated by reference to Exhibit 10.CCCCC to the Annual
          Report on Form 10-K for the fiscal year ended October 31,
          1997 filed on January 27, 1998).
</Table>

<PAGE>


<Table>
<Caption>
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
<C>       <S>
10.6      Stock Purchase Agreement between Registrant and County Line
          Select Cars, Inc., and The Persons Named Therein dated
          November 11, 1999 (incorporated be reference to Exhibit
          10.(ddddd) to the Form 8-K/A dated November 11, 1999 filed
          on January 25, 2000).
10.7      Stock Purchase Agreement between the Registrant, Little
          Valley Auto and RV Sales, Inc., Ernest Davis, Jr. and Lori
          A. Davis dated March 1, 2000 (incorporated by reference to
          the Form 8-K/A dated March 1, 2000 filed on May 15, 2000).
10.8      Stock Purchase Agreement between Registrant, Hall
          Enterprises, Inc., a Kentucky corporation and Tommy R. Hall
          dated July 10, 2000 (incorporated by reference to Exhibit
          10.3(A) to the Form 8-K/A dated October 31, 2000 filed on
          November 14, 2000).
10.9      Convertible Promissory Note by and between Armando Alonso
          and Registrant dated November 11, 1999 (incorporated by
          reference to Exhibit 10.2 to the April 2001 10-Q).
10.10     Convertible Promissory Note be and between Francisco Alonso
          and Registrant dated November 11, 1999 (incorporated by
          reference to Exhibit 10.3 to the April 2001 10-Q).
10.11     Convertible Promissory Note by and between Ernest Davis, Jr.
          and Lori A. Davis dated March 1, 2000 (incorporated by
          reference to Exhibit 10.5 to the April 2001 10-Q).
10.12     Financial Consulting and Investment Banking Agreement by and
          between Registrant and Schneider Securities, Inc. dated
          April 13, 2000 (incorporated by reference to Exhibit 10.6 to
          the S-3).
10.13     Debt Conversion and Mutual Settlement and Release Agreement
          dated as of March 1, 2001 between Registrant, County Line
          Select Cars, Inc., Armando Alonso and Francisco Alonso
          (incorporated by reference to Exhibit 10.7 of the April 2001
          10-Q).
10.14     Debt Conversion and Mutual Settlement and Release Agreement
          dated as of April 11, 2001 between Registrant, Little Valley
          Auto & RV Sales, Inc., Ernest Davis, Jr. and Lori A. Davis
          (incorporated by reference to Exhibit 10.8 to the April 2001
          10-Q).
10.15     Amendment to Debt Conversion and Mutual Settlement and
          Release Agreement dated June 13, 2001 between Registrant,
          County Line Select Cars, Inc., Armando Alonso and Francisco
          Alonso (incorporated by reference to Exhibit 10.9 to the
          April 2001 10-Q).
10.16     Amended and Restated Loan and Security Agreement by and
          between the Registrant, Banc of America Specialty Finance,
          Inc. and Bank of America, N.A. dated march 8, 2001
          (incorporated by reference to Exhibit 10.9 to the April 2001
          10-Q).
10.17     Loan and Security Agreement between Registrant and R.B.F.
          International, Inc. dated August 1, 2001 (incorporated by
          reference to Exhibit 10.10 to the Quarterly Report on Form
          10-Q for the period ended July 31, 2001 filed on September
          14, 2001 (the "July 2001 10-Q")).
10.18     Warrant to Purchase Securities between Registrant and R.B.F.
          International, Inc. dated August 1, 2001 (incorporated by
          reference to Exhibit 10.11 to the July 2001 10-Q).
10.19     Consulting Agreement between Registrant and Steven Antebi
          dated August 1, 2001 (incorporated by reference to Exhibit
          10.12 to the July 2001 10-Q).
10.20     Settlement Agreement between Registrant and W. Hardee
          McAlhaney dated June, 2001 (incorporated by reference to
          Exhibit 10.13 to the July 2001 10-Q).
10.21     Securities Purchase Agreement dated as of December 31, 2001
          among Holiday RV Superstores, Inc. and the purchasers named
          therein (incorporated by reference to Exhibit 10.1 to the
          January 2002 8-K).
10.22     Registration Rights Agreement dated as of December 31, 2001
          between the investors identified on the signature pages
          thereto and Holiday RV Superstores, Inc. (incorporated be
          reference to Exhibit 10.2 to the January 2002 8-K).
10.23     Second Amendment to Amended and Restated Loan and Security
          Agreement and Forbearance Agreement, dated as of January 8,
          2002, effective November 30, 2001 among Holiday RV
          Superstores, Inc. and Bank of America, N.A. (incorporated by
          reference to Exhibit 10.3 to the January 2002 8-K).
10.24     Letter Agreement between Holiday RV Superstores, Inc. and
          Steven Antebi, dated December 27, 2001 (incorporated by
          reference to Exhibit 10.4 to the January 2002 8-K).
</Table>

<PAGE>


<Table>
<Caption>
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
<C>       <S>
21.1*     Subsidiaries of Registrant
23.1+     Consent of Independent Certified Public Accountants
</Table>


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


 *Previously filed.



 +Filed herewith.