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

                                 Amendment No. 1
                                  FORM 10 - K/A

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


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

For the fiscal year ended: OCTOBER 31, 1999

                                       or

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

For the transition period from _______ to ________.

                         Commission file number: 0-16448

                          HOLIDAY RV SUPERSTORES, INC.

             (Exact Name of Registrant as Specified in Its Charter)

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

7851 Greenbriar Parkway, Orlando, Florida                       32819
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

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

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

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

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

     The  aggregate  market value of voting stock held by  non-affiliates  as of
January 15, 2000, was approximately $18,800,000. As of January 15, 2000, Holiday
RV Superstores, Incorporated had outstanding 7,216,500 shares of Common Stock.

<PAGE>

                                EXPLANATORY NOTE

     This  Amendment  No. 1 on Form  10-K/A is being  filed with  respect to the
Registrant's  Annual  Report on Form 10-K for the year ended  October  31,  1999
filed with the Securities and Exchange Commission on January 28, 2000 (the "Form
10-K").  Part III, Item 10 "Directors and Executive Officers of the Registrant,"
Item  11  "Executive  Compensation,"  Item 12  "Security  Ownership  of  certain
Beneficial  Owners  and  Management,"  and Item 13  "Certain  Relationships  and
Related  Transactions" of the Form 10-K are hereby amended and restated in their
entirety to include the required disclosures.

     Except as  provided  in the next two  paragraphs,  the Form 10-K as amended
hereby  continues  to speak as of the date of the Form 10-K and the  disclosures
have not been  updated  to speak to any later  date.  Any items in the Form 10-K
that are not  expressly  changed  hereby shall be as set forth in the Form 10-K.
All  information  contained in this Amendment No. 1 and the Form 10-K is subject
to updating and  supplementing  as provided in the  Company's  periodic  reports
filed with the SEC subsequent to the filing of the Form 10-K.

     On February 24, 2000, the Registrant reincorporated in Delaware and changed
its name from Holiday RV  Superstores,  Incorporated  to Holiday RV Superstores,
Inc.

     In  February  2000,  the  Registrant  also  under went  several  management
changes.

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


                                       2
<PAGE>

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant

     Concurrent  with the sale of a significant  majority of the common stock of
Holiday held by Newton C. and Joanne M. Kindlund in June 1999, each of Newton C.
Kindlund,  Joanne M. Kindlund, James P. Williams, Roy W. Parker, Harvey M. Alper
and David A. Kamm  resigned as  directors  of Holiday.  Mr.  Riley filled one of
these  vacancies and David A. Kamm was  reappointed to the board of directors to
fill  another  vacancy.  Subsequently  in July  1999  three new  directors  were
appointed to fill the remaining three vacancies,  Ronald G. Huneycutt,  David J.
Doerge and William E. Curtis.

     Mr. Riley was  appointed  the chairman of the board of directors of Holiday
following his appointment as a director.  In addition,  the following changes to
Holiday's  management  were made  following the stock sale: W. Hardee  McAlhaney
resigned as vice president and chief  financial  officer and was appointed chief
executive officer and president;  Newton C. Kindlund resigned from his positions
as  president,  chief  executive  officer and  chairman of the board;  Joanne M.
Kindlund resigned from her positions as executive vice president,  secretary and
treasurer; and Ronald G. Huneycutt was appointed secretary.

     In August 1999, Patrick R. McNair was appointed as vice-president and chief
financial  officer  and  assistant  secretary  of  Holiday.  Victor  L. Hess was
appointed vice-president and chief operating officer in September 1999.

     Mr.  Hess  resigned  as vice  president  and chief  operating  officer  in
November 1999.

     In February 2000,  Mr. McNair  resigned from all positions with Holiday and
Gary L. Rodney was appointed  chief  financial  officer.  In February  2000, Mr.
McAlhaney  also  resigned  as chief  executive  officer  and  president  and was
appointed assistant to the chairman. Mr. Huneycutt was appointed chief executive
officer and president to replace Mr. McAlhaney.

Former Executive Officers and Directors
<TABLE>
<S>                                         <C>                                       <C>

Name                                         Age                       Positions (period of service)

Newton C. Kindlund                           58                        President, Chief Executive Officer and Chairman of the Board
                                                                       (through June 1999)
Joanne M. Kindlund                           50                        Executive Vice President, Secretary and Treasurer
                                                                       (through June 1999)
James P. Williams                            60                        Director (through June 1999)
Roy W. Parker                                55                        Director (through June 1999)
Harvey M. Alper                              52                        Director (through June 1999)
Patrick R. McNair                            36                        Vice President, Chief Financial Officer, Treasurer and
                                                                       Assistant Secretary (August 1999 to February 2000)
Victor L. Hess                               51                        Vice President, Chief Operating Officer (September 1999)

</TABLE>

                                       3
<PAGE>

Current Executive Officers and Directors
<TABLE>
<S>                                         <C>                                 <C>
Name                                        Age              Position (period of service or commencement)

Michael S. Riley                             46              Chairman of the Board, Director (July 1999 to present)
Ronald G. Huneycutt                          56              Secretary (August 1999), President (February 2000),  Director (December
                                                             1999)
W. Hardee McAlhaney                          52              Chief Financial Officer (through June 1999), Chief Executive Officer
                                                             and President (July 1999 - February 2000), Assistant to Chairman
                                                             (February 2000), Director
David A. Kamm                                62              Director
Paul G. Clubbe                               57              Director
William E. Curtis                            40              Director (July 1999)
David J. Doerge                              47              Director (July 1999)
Gary L. Rodney                               50              Chief Financial Officer, Assistant Secretary
                                                             and Treasurer (February 2000)
Paula M. Ouellette                           50              Vice President-Human Resources
</TABLE>

Michael S. Riley

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

Ronald G. Huneycutt

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

W. Hardee McAlhaney

     Mr.  McAlhaney  joined  Holiday as corporate  comptroller  in 1989.  He was
appointed chief financial  officer in October 1989, was appointed  president and
chief executive officer in June 1999 and has served as a director since 1993. In
August 1999, Mr. McAlhaney  resigned as chief financial  officer and in February
2000, Mr.  McAlhaney  resigned as president and chief executive  officer and was
appointed assistant to the chairman.  He attended the University of Tennessee in
1970 where he earned a B.S.B.A.  degree,  and the  University of Florida in 1972
where he earned an M.B.A. Mr.  McAlhaney  served as chief financial  officer for
two national retail chains,  The Athletic Attic and The Athlete's Foot, prior to
joining Drexel, Burnham, Lambert as an investment consultant.

                                       4
<PAGE>

David A. Kamm

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

Paul G. Clubbe

     Mr.  Clubbe has been a director  of Holiday  since 1987.  He  attended  St.
Dunstans  College,  England,  Lisgar  Collegiate,  Ottawa,  Ontario  Canada  and
Pickering College,  Toronto, Ontario Canada. From 1982 to 1995 Mr. Clubbe served
as Executive Officer of Rotex Canada, Inc., of Scarborough, Canada. From 1963 to
1964 Mr. Clubbe was a sales  representative for Morgan Paper Co., Ltd., Toronto,
Canada. He is President of Paul Clubbe  (Marketing)  Limited and a member of the
Board of Directors of Flesherton Concrete Products, Inc., Paulaurier Sales, Inc.

William E. Curtis

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

David J. Doerge

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

Gary L. Rodney

     Mr. Rodney has been the chief financial  officer,  assistant  secretary and
treasurer of Holiday since February 2000. He was the chief financial  officer of
Command Software Systems, Inc. from 1997 to 1999, a manufacturer and distributor
of  commercial  Anti-Virus  software.  From  1993 to  1999 he was the  financial
management  consultant  for  Infoquest   Tech/Results  Group,   specializing  in
information systems, customer software solutions, systems integration, strategic
and financial planning and communications. From 1993 to 1996 he was the business
manager and chief financial  officer of Atlas Paper Mills,  Ltd., a manufacturer
and  distributor  of recycled  paper  products.  Mr.  Rodney  holds a B.B.A from
Florida International University and an M.B.A. from Barry University. Mr. Rodney
is also a member of the following professional associations,  American Institute
of  Certified  Public   Accountants,   Florida  Institute  of  Certified  Public
Accountants and FICPA Technology Committee Member. He has been a CPA since 1973.

Paula M. Ouellete

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

                                       5
<PAGE>

Patrick R.  McNair

     Mr. McNair was appointed  Holiday's chief financial officer,  treasurer and
assistant  secretary in August 1999, a position he held until his resignation in
February 2000.  Prior to joining  Holiday,  he was vice president of finance and
administration  for CNL Fund Advisors,  Inc.,  responsible for corporate finance
and investment structuring for this $1 billion real estate investment trust. Mr.
McNair previously served in various financial  leadership  positions for Sawtek,
Inc., a publicly traded electronics  manufacturer and WLR Foods Inc., a publicly
held  national food  manufacturer  and  distributor.  Mr. McNair also spent four
years  with  accounting  firm  Arthur  Andersen  & Co. He holds  bachelor's  and
master's degrees from the University of Georgia.

Item 11.    Executive Compensation

     The following tables and discussion summarize the compensation of the chief
executive officer and each of the four other most highly  compensated  executive
officers.

Summary Compensation Table
<TABLE>

                                                                                                          Long-Term Compensation
                                                 Annual Compensation                                     ------------------------
                                                 --------------------
                                                                              Other
                                                                             Annual         Restricted      Stock
           Name and                        Salary           Bonus         Compensation        Stock         Options       Other
           Principal           Year          ($)             ($)               ($)          Awards ($)        (#)          ($)
           Position
          ------------        -------     ---------         ---------      ------------    ------------    ---------     --------
             <S>                <C>          <C>               <C>              <C>            <C>            <C>          <C>
           Newton C.            1999        $73,254           $59,666         --               --           40,000          --
           Kindlund             1998        108,847                --         --               --             --            --
             Chairman,          1997        107,587                --         --               --             --            --
             President
             and Chief
             Executive
             Officer

           W. Hardee            1999       $102,639           $88,128         --               --             --          $597
           McAlhaney            1998         80,196            75,002         --               --             --           597
              President         1997         81,437            52,477         --               --             --           597
              and Chief
              Executive
              Officer
           ---------------- -- ------- -- ---------- --- ------------- -- -------------- -- ----------- --- -------- --- ---------
</TABLE>

     The salary figures include contributions by Holiday pursuant to an employee
benefit plan  established  under Section 401(k) of the Internal  Revenue Code in
the amounts of $3,662,  $2,859 and $3,181 for Mr.  Kindlund  for 1999,  1998 and
1997  respectively,  and $5,139,  $4,549 and $4,027 for Mr.  McAlhaney for 1999,
1998 and 1997 respectively.  Mr. McAlhaney's  bonuses are based on Holiday's net
income before taxes. The other compensation  payable to Mr. McAlhaney  consisted
of Holiday's  payment of a part of the premium on a term life  insurance  policy
for Mr.  McAlhaney whose sole  beneficiary is designated by Mr.  McAlhaney.  The
policy has no cash surrender value provisions.

 Option Grants in Fiscal 1999

     The following table sets forth  information  concerning stock option grants
made in the fiscal year ended October 31, 1999, to the individuals  named in the
Summary  Compensation Table. There were no grants of stock appreciation  rights,
or SARs,  during  the  year.  Mr.  Kindlund's  options  were  granted  to him in
connection  with his retention as a consultant  following his  resignation as an
officer and director of Holiday.

                                       6
<PAGE>
<TABLE>
                                                                                                    Potential realizable
                                                                                                  value at assumed annual
                                                                                                    rates of stock price
                                                                                                  appreciation for option
                               Individual grants                                                            term
-------------------------------------------------------------------------------- --------------- ---------------------------

                                                  Percent of
                               Number of            total
                               securities        options/SARs      Exercise or
                               underlying         granted to        base price
                                options          employees in         ($/sh)        Expiration
Name                          granted (#)        fiscal year                           Date         5% ($)        10%($)
--------------------------    -------------     ---------------    -------------    ------------    ----------    ----------
      <S>                          <C>                <C>               <C>             <C>             <C>            <C>
Newton C. Kindlund               40,000               100%             $3.21          6/30/04         $35,600       $78,400

</TABLE>

Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values

     The following table sets forth information  concerning the number and value
of options held at October 31,  1999,  by the  individuals  named in the Summary
Compensation  Table.  There were no options or SARs exercised during fiscal 1999
and no SARs were held at  year-end.  The fiscal  year-end  values are based on a
price of $4.313, the reported closing price of common stock on October 29, 1999.

<TABLE>

                                              Number of securities                     Value of unexercised
                                            underlying unexercised                     in-the-money options
                                              options at FY-end (#)                       FY-end ($)  (1)
                                   ----------------------------------------    -----------------------------------
<S>                                    <C>                         <C>              <C>                <C>
Name                                Exercisable               Unexercisable    Exercisable          Unexercisable
-----------------------            ------------             ---------------    ------------         --------------
W. Hardee McAlhaney                  125,000                       --            $326,765                --

Newton C. Kindlund                      --                         --               --                   --
-----------------------------------------------------------------------------------------------------------------
</TABLE>

 Item 12.   Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as to the shares of common stock
owned as of February 24, 2000, by:

     (i)  each  person  who  beneficially  owned  more than five  percent of the
          outstanding common stock of Holiday;

     (ii) each director or director nominee;

     (iii)each of the CEO and each of the  other  four most  highly  compensated
          executive officers whose annual compensation exceeded $100,000; and

     (iv) all the directors, directors nominees and officers as a group.

     Subject to community  property laws where  applicable,  the person(s) as to
whom the  information  is given had sole  voting and  investment  power over the
shares of common  stock  shown as  beneficially  owned.  The share  numbers  and
percentages are calculated on the basis of the number of outstanding  securities
on the  record  date,  which was  7,241,500,  plus  securities  underlying  each
holder's  options,  warrants and securities  convertible into common stock which
have been issued and were exercisable within sixty (60) days of the record date,
in accordance  with SEC Rule 13d-3.  Under this rule, the proposed option grants
to the directors made in May 1999,  which are not  exercisable for one year, are
not  included  in the  table.  Unless a person  beneficially  owns more than one
percent of the  outstanding  common  stock,  no  percentage  is presented in the
table.  The address of all officers and  directors is 7851  Greenbriar  Parkway,
Orlando,  Florida  32819.  Michael S. Riley,  the  Chairman  of Holiday,  is the
Chairman of Atlas Recreational Holdings, Inc. and, as a result, all shares owned
by Atlas are presented as beneficially owned by Mr. Riley also.

                                       7
<PAGE>
<TABLE>

                                                   Numbers of Shares         Options Included
Name and Address                                  Beneficially Owned             In Total          Percentage of Class
-------------------------------------------     ------------------------    -------------------    -----------------------
<S>                                                       <C>                      <C>                    <C>
Atlas Recreational Holdings, Inc.                     4,158,244                                          56.6%
     701 Brickell Avenue,
     Suite 3120
     Miami, Florida 33131
Michael S. Riley                                      4,158,244                                          56.6
W. Hardee McAlhaney                                     110,000                     100,000               1.5
Paul G. Clubbe                                           40,000                                             *
David A. Kamm                                                 0                                             *
William E. Curtis                                             0                                             *
David J. Doerge                                               0                                             *
Ronald G. Huneycutt                                           0                                             *
All directors, director nominees
   and officers as  a group (7 persons)               4,308,244                     100,000              58.7%
_________
* Less than 1%
</TABLE>

Item 13   Certain Relationships and Related Transactions

         None.

                                       8
<PAGE>

                                   SIGNATURES

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

Dated: February 28, 2000               HOLIDAY RV SUPERSTORES, INCORPORATED
                                       Registrant


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

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


<TABLE>
                 SIGNATURE                                  TITLE                                               DATE
<S>                                                           <C>                                                <C>


/s/ Michael S. Riley                                  Chairman of the                                    February 28,2000
-----------------------------------                  Board of Directors
Michael S. Riley

/s/ Ronald G. Huneycutt                             President, Chief Executive                           February 28, 2000
-----------------------------------                Officer, Secretary, Director
Ronald G. Huneycutt                               (Principal Executive Officer)

/s/ Gary L. Rodney                                      Vice President,                                  February 28, 2000
-----------------------------------       Chief Financial Officer, Assistant Secretary
Gary L. Rodney                            (Principal Financial and Accounting Officer)

/s/  W. Hardee McAlhaney                                   Director                                      February 28, 2000
-----------------------------------
W. Hardee McAlhaney


----------------------------------                         Director                                      February 28, 2000
David J. Doerge

/s/ William Curtis                                         Director                                      February 28, 2000
----------------------------------
William Curtis


----------------------------------                         Director                                      February 28, 2000
Paul G. Clubbe


----------------------------------                         Director                                      February 28, 2000
David A. Kamm
</TABLE>
                                       9