<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON DC 20549


                                   FORM 10-Q/A

                                AMENDMENT NO. 1

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

                 For the Quarterly period ended April 30, 2001

                                      OR

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

                        Commission File Number 0-16448

                         HOLIDAY RV SUPERSTORES, INC.


                              I.R.S. # 59-1834763

                       State of Incorporation: Delaware


                        200 E. Broward Blvd., Suite 920
                         Ft. Lauderdale, Florida 33301

                                (954) 522-9903

     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 and 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
                              ---

     As of June 8, 2001, Holiday RV Superstores, Incorporated had outstanding
8,852,000 shares of Common Stock, par value $.01 per share.

<PAGE>

                               Explanatory Notes

     This Amendment No. 1 on Form 10-Q/A is being filed in order to amend and
restate the financial statements filed as part of our Form 10-Q filed on June
19, 2001.


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item                                                                        Page
<S>                                                                         <C>
                                    Part I

                             Financial Information

1.   Consolidated Condensed Balance Sheets.................................    3

     Consolidated Condensed Statements of Operations.......................    4

     Consolidated Condensed Statements of Cash Flows.......................    5

     Notes to Consolidated Condensed Financial
            Statements.....................................................    7

2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations............................   12

3.   Quantitative and Qualitative Disclosures about Market Risk............   22



                                    Part II

                               Other Information


2.   Changes in Securities and Use of Proceeds.............................   23

6.   Reports on Form 8-K...................................................   24
</TABLE>

                                                                               2
<PAGE>

                 HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       4/30/01                      10/31/00
Assets                                                                               (Unaudited)
                                                                               ------------------------     -----------------------
<S>                                                                            <C>                          <C>
Current assets:
  Cash and cash equivalents                                                          $   1,400,051                  $   2,215,352
  Restricted cash                                                                          618,938                              -
  Accounts receivable, net
    Trade and contracts in transit                                                       2,728,704                      3,104,774
    Other                                                                                2,166,485                      1,338,352
  Inventories, net                                                                      45,918,505                     59,981,771
  Prepaid expenses                                                                         424,522                        443,696
  Refundable income taxes                                                                1,780,629                      1,399,793
  Deferred income taxes                                                                    658,981                        658,981
                                                                               ------------------------     -----------------------
             Total current assets                                                       55,696,815                     69,142,719

Property and equipment, net                                                             12,156,355                     12,418,047

Other assets:
  Goodwill, net of accumulated amortization
    of $473,322 and $266,440                                                             7,456,076                      7,662,958
  Other                                                                                    393,357                        754,530
Noncurrent deferred income taxes                                                           207,967                        207,967
                                                                               ------------------------     -----------------------

             Total assets                                                            $  75,910,570                  $  90,186,221
                                                                               ========================     =======================

Liabilities and Shareholders' Equity

Current liabilities:
   Floor plan notes payable                                                          $  39,493,542                  $  53,884,241
   Accounts payable                                                                      3,620,125                      1,190,140
   Customer deposits                                                                        74,026                        405,678
   Accrued expenses and other current liabilities                                        3,733,348                      3,834,868
   Current portion of capital lease obligation                                             116,177                        113,798
   Current portion of LIFO tax liability                                                   250,451                        250,451
   Current portion of notes payable                                                      1,297,773                        389,944
   Current portion of deferred gain on leaseback transaction                                48,626                         48,626
                                                                               ------------------------     -----------------------

             Total current liabilities                                                  48,634,068                     60,117,746

   Long-term capital lease obligation, less current portion                                 91,532                        218,381
   LIFO tax liability, less current portion                                                751,354                        751,354
   Long-term notes payable, less current portion                                         7,360,760                      7,063,574
   Deferred gain on leaseback transaction, less current portion                            401,170                        425,482
   Convertible notes payable                                                                     -                      3,231,920
                                                                               ------------------------     -----------------------
             Total liabilities                                                          57,238,884                     71,808,457
                                                                               ------------------------     -----------------------

Commitments and Contingencies

Shareholders' equity
  Preferred stock $.01 par; shares
    authorized 2,000,000                                                                         -                              -
  Common stock, $.01 par, shares authorized
    23,000,000; issued 8,852,000 and 7,940,000                                              88,520                         79,400
  Additional paid-in capital                                                            11,942,390                      7,139,197
  Retained earnings                                                                      7,182,431                     11,700,822
  Treasury stock, 300,700 shares at cost                                                  (541,655)                      (541,655)
                                                                               ------------------------     -----------------------
             Total shareholders' equity                                                 18,671,686                     18,377,764
                                                                               ------------------------     -----------------------

             Total liabilities and shareholders' equity                              $  75,910,570                  $  90,186,221
                                                                               ========================     =======================
</TABLE>

  See accompanying notes to consolidated condensed financial statements.

                                                                               3
<PAGE>

             HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                          Three Months Ended                            Six Months Ended
                                                    04/30/01             04/30/00               04/30/01              04/30/00
                                                   (Restated)
                                                -----------------   -------------------     ------------------   -------------------
<S>                                             <C>                 <C>                     <C>                  <C>
Sales and service revenue                          $  41,654,518         $  49,849,728           $ 74,874,245         $  83,888,401
Cost of sales and service                             34,291,863            41,764,470             62,323,598            70,268,258
                                                -----------------   -------------------     ------------------   ------------------
     Gross profit                                      7,362,655             8,085,258             12,550,647            13,620,143
Selling, general and adminstrative expenses            6,360,362             6,670,234             13,402,552            11,696,095
                                                -----------------   -------------------     ------------------   -------------------
     Income (loss) from operations                     1,002,293             1,415,024               (851,905)            1,924,048
Other income (expense):
     Note conversion expense                          (1,377,581)                    -             (1,377,581)                    -
     Clermont fire loss                                  (39,817)                    -                (39,817)                    -
     Interest expense                                 (1,219,905)           (1,129,633)            (2,629,923)           (1,906,769)
                                                -----------------   -------------------     ------------------   -------------------
     Total other income (expense)                     (2,637,303)           (1,129,633)            (4,047,321)           (1,906,769)
                                                -----------------   -------------------     ------------------   -------------------
Income (Loss) before income taxes (benefit)           (1,635,010)              285,391             (4,899,226)               17,279
Income taxes (benefit)                                         -               132,300               (380,836)               57,200
                                                -----------------   -------------------     ------------------   -------------------
Net Income (Loss)                                  $  (1,635,010)        $     153,091           $ (4,518,390)        $     (39,921)
                                                =================   ===================     ==================   ===================
Basic and diluted income (loss)
     per common share                              $       (0.20)        $        0.02           $      (0.56)        $       (0.01)
                                                =================   ===================     ==================   ===================
Weighted average number of shares -
     Basic                                             8,143,955             7,267,100              8,040,287             7,240,400
                                                =================   ===================     ==================   ===================
     Diluted                                           8,143,955             7,459,000              8,040,287             7,240,400
                                                =================   ===================     ==================   ===================
</TABLE>

See accompanying notes to consolidated condensed financial statements.

                                                                               4
<PAGE>

             HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                           Six Months Ended
                                                                                  04/30/01                  04/30/00
                                                                          -------------------------  -----------------------
<S>                                                                       <C>                        <C>
Cash Flows from Operating Activities:
    Cash received from customers                                                      $ 74,090,529             $ 84,034,969
    Cash paid to suppliers and employees                                               (72,304,374)             (81,389,528)
    Interest received                                                                          -                    135,868
    Interest paid                                                                       (2,931,208)              (1,633,534)
    Income taxes paid                                                                          -                    (85,284)
                                                                                      ------------             ------------
        Net cash provided by (used in) operating activities                             (1,145,053)               1,062,491

Cash Flows from Investing Activities:
    Restricted cash                                                                       (618,938)                     -
    Purchase of property and equipment                                                    (240,655)              (2,310,845)
    Proceeds from the sale of property and equipment                                       108,799                      -
    Payments for businesses acquired, net of cash                                              -                 (6,462,599)
                                                                                      ------------             ------------
        Net cash used in investing activities                                             (750,794)              (8,773,444)

Cash Flows from Financing Activities:
    Proceeds from bridge financing                                                       1,500,000                      -
    Repayment of capital lease obligations                                                (124,470)                 (33,630)
    Proceeds from notes payable                                                                -                  5,120,863
    Repayments of notes payable                                                           (294,985)              (2,729,845)
    Proceeds from exercise of stock options                                                    -                    246,400
                                                                                      ------------             ------------
        Net cash provided by financing activities                                        1,080,545                2,603,788

Net increase (decrease) in Cash and Cash Equivalents                                      (815,302)              (5,107,165)
Cash and Cash Equivalents, beginning of period                                           2,215,353                9,119,264
                                                                                      ------------             ------------
Cash and Cash Equivalents, end of period                                              $  1,400,051              $ 4,012,099
                                                                                      ============             ============
</TABLE>

    See accompanying notes to consolidated condensed financial statements.

                                                                               5
<PAGE>

             HOLIDAY RV SUPERSTORES, INCORPORATED AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    Six Months Ended
                                                                                              04/30/01            04/30/00
                                                                                            ------------        ------------
<S>                                                                                         <C>                 <C>
RECONCILIATION OF NET LOSS TO NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

Net loss                                                                                    $ (4,518,390)         $ (39,921)

Adjustments to reconcile net loss to net cash provided by operating activities:
          Note conversion expense                                                              1,377,581                -
          Depreciation and amortization                                                          381,623            368,369
          Stock option compensation and warrant issuance                                         218,851            160,990
          Income Tax Benefit                                                                    (380,836)               -

Changes in assets and liabilities, net of effect of acquisitions:
       (Increases) decreases in:
          Contracts in transit                                                                   376,070         (2,795,438)
          Accounts receivable                                                                   (828,133)          (168,704)
          Refundable income taxes                                                                    -              (28,084)
          Inventories                                                                         14,063,266         (9,948,520)
          Prepaid expenses                                                                         3,136                -
          Other assets                                                                           555,665          1,389,227
       Increases (decreases) in:
          Floor plan contracts                                                               (14,390,699)        11,438,629
          Accounts payable                                                                     2,429,985            748,970
          Customer deposits                                                                     (331,652)           146,568
          Accrued expenses and income taxes payable                                             (101,520)          (209,595)

                                                                                            ------------     --------------
Net cash provided by (used in) operating activities                                         $ (1,145,053)       $ 1,062,491
                                                                                            =============    ===============
</TABLE>

    See accompanying notes to consolidated condensed financial statements.

                                                                               6
<PAGE>

NOTES to CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


NOTE 1.

     The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q, and do not include all of the
information and disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-K for the year
ended October 31, 2000. In the opinion of management, the accompanying financial
statements include all adjustments, consisting only of normal recurring
adjustments and accruals, and inter-company eliminations necessary to summarize
fairly the Company's financial position and results of operations. Due to the
seasonality of the Company's business, the results of operations for six months
ended April 30, 2001 are not necessarily indicative of expected results for the
fiscal year.

     Basis Of Presentation: The accompanying Consolidated Condensed 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 4, the Company's primary floor plan
agreement had been terminated as of January 31, 2001 and subsequently replaced
by a new agreement. As the floor plan financing arrangement with this primary
lender reduced prior borrowing levels, the Company is in the process of
negotiating additional floor plan financing arrangements with other lenders.
While the Company has retained the ability to floor plan a portion of its
inventory with the primary lender, failure to obtain sufficient floor plan
financing from other lenders could have a material adverse effect on the
business and the Company's ability to continue as a going concern.

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


                                                                               7
<PAGE>

NOTES to CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


NOTE 2.  INVENTORIES

     Inventories are summarized as follows:

                                            4/30/01      10/31/00
                                          -----------   -----------

     New Vehicle                          $29,539,344   $41,868,620
     New Marine                             3,095,515     2,659,904
     Used Vehicle & Marine                 11,109,237    13,114,730
     Parts and accessories                  2,174,409     2,338,517
                                          -----------   -----------
                                          $45,918,505   $59,981,771
                                          ===========   ===========

NOTE 3.  BRIDGE FINANCING

     During the quarter ended January 31, 2001, the Company received $1,430,000
in net proceeds after fees and expenses pursuant to a $1,500,000 bridge
financing: $1,000,000 from an unrelated third party and $500,000 from an
affiliate of a director and an officer/director of the Company.

     The $1,000,000 bridge financing advanced by a third party bears an interest
rate of 15%. The Company has made no interest or principal repayments, but has
granted 25,000 warrants for common stock at $4.02 per share, 110% of the average
market price for the 21 trading days prior to closing. The term of this
financing occurs in two phases. The first phase provides for short term
unsecured financing. The holder may elect to enter the second phase that
provides for converting the bridge financing into 1,000 shares of Series A 15%
Cumulative Convertible Preferred Stock. As of April 30, 2001, the second phase
of the financing has not been elected and accordingly neither the Series A 15%
Cumulative Convertible Preferred Stock nor the 1,000 shares have been issued.
When issued, the shares will be redeemable and convertible to common stock at
the option of the holder, or redeemable by the Company, as shall be set forth in
a definitive securities purchase agreement and will have antidilution
protection. The Company intends to repay the unpaid balance before the holder
elects phase two and has allocated the unassigned portion of its net operating
loss carry back tax refund, which is approximately $600,000 to repay the
short-term debt. Accordingly, the Company does not intend to issue any Series A
15% Cumulative Convertible Preferred Stock in the foreseeable future.

     The $500,000 bridge financing from an affiliate of a director and an
officer/director of the Company is an unsecured term note to be repaid on or
before January 31, 2003. The note bears an interest rate of 6.75% with interest
and principal due at maturity. During the quarter ended April 30, 2001, the
Company paid no interest but repaid $100,000 of principal leaving an unpaid
balance of $400,000 at April 30, 2001. Subsequent to April 30, 2001, an
additional $30,000 in principal was repaid.


                                                                               8
<PAGE>

NOTES to CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


NOTE 4.  FLOOR PLAN 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 boats held in inventory be pledged as collateral. Advances become
due upon sale of the related vehicle or boat.

     In November 2000, its primary lender notified the Company that they
intended to renegotiate certain provisions of the floor plan financing
agreement. To initiate such renegotiations, the lender exercised the agreement's
60-day termination notice provision to be effective January 31, 2001, and at the
same time provided a new floor plan loan and security agreement to be effective
February 1, 2001. The parties were unable to come to an agreement by that date
and entered into a forbearance agreement, which provided the necessary extension
of financing arrangements while the parties continued to negotiate.

     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. Until the certificate is pledged, the
primary lender has restricted $0.4 million of operating cash. Advances for
eligible new and used inventory will bear interest at prime plus 3.0% and 3.5%
respectively. The first amendment waives the Company's failure to meet the
financial covenants through April 30, 2001. However, the Company cannot conclude
that it is probable that we will meet all of these covenants in the immediate
future.

     The Company is currently negotiating with its other lenders to increase the
available floor plan credit in order to meet its inventory needs. There can be
no assurance that the Company will come to terms with its other lenders to
obtain sufficient alternative floor plan financing.


NOTE 5.  CONVERSION OF SELLER NOTES

     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 has agreed to promptly
register such shares.


                                                                               9
<PAGE>

NOTES to CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


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. 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 $1,377,581, net of
merchandise credits and other considerations.

     Although the Company has reflected this accounting treatment in its
financial statements, we do not believe that it clearly reflects the economic
benefit of completing the debt conversion transactions nor does it reflect the
intent of the parties. In the Company's view, $3.2 million of debt was exchanged
for $2.7 million of stock priced at fair market value. Both parties entered into
these debt conversion transactions to assist the Company in improving its
financial condition.


NOTE 6.  CLERMONT FIRE LOSS

     In April 2001, a fire damaged a portion of the Clermont dealership. The
fire originated in a customer vehicle in the service bay. The service area was
totally destroyed along with service equipment, contents and several other
customer vehicles. The dealership's main office and sales areas were damaged by
heat and smoke. The building, equipment, inventory, contents and customer
vehicles were insured. Management is currently negotiating with the insurance
carrier to determine a final settlement. In addition, management is
investigating the possibility of subrogation against another insurance carrier
however it is premature to estimate any additional recovery available.
Management currently estimates this loss, net of insurance proceeds of
$1,200,000 without subrogation, to be $39,817.


NOTE 7.  STOCK OPTIONS

     At the Company's January 18, 2001 Board of Director's meeting, the
Directors approved the grant of employee stock options to purchase 465,750
shares of the Company's common stock to all employees with one year of
continuous employment with the Company at that time. 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 of future options under this program to
employees as they reach one year of continuous employment.


NOTE 8.  SUBSEQUENT EVENTS


                                                                              10
<PAGE>

NOTES to CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     In May 2001, the Company appointed a new Chief Financial Officer to fill
the post vacated in January 2001.

NOTE 9. RESTATEMENT

     In September 2001, the Company determined its financial statements required
revision, as the Company had not accrued for a termination payout owed to the
Company's former chief financial officer upon his resignation effective January
15,2001. The effect of the restatement is as follows:

                                                      Three Months Ended
                                                            4/30/01
                                                 -----------------------------
                                                       As
                                                   Previously          As
                                                    Reported        Restated
                                                    --------        --------

Statement of Operations:

Selling, general and administrative expenses     $  6,580,362     $  6,360,362
Income (loss) from operations                    $    782,293     $  1,002,293
Loss before income tax benefit                   $ (1,855,010)    $ (1,635,010)
Net loss                                         $ (1,855,010)    $ (1,635,010)
Basic and diluted loss per common share          $      (0.23)    $      (0.20)

                                                                              11
<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

Cautionary Statement Regarding Forward Looking Statements

     This Quarterly Report on Form 10-Q contains forward-looking statements.
These forward-looking statements may generally be identified by introductions
such as "outlook" for an upcoming period of time, or words and phrases such as
"should," "expects," "hopes," "plans," "anticipates," "projected," "believes,"
"forward-looking" (or variants of those words and phrases) or similar language
indicating the expression of an opinion or view concerning the future. The
Company wishes to caution investors that any forward-looking statements made by
or on behalf of the Company are subject to uncertainties and other factors that
could cause actual results to differ materially from such statements. The
uncertainties and other factors include, but are not limited to, the factors
listed in the Company's Form 10-K for the year ended October 31, 2000 (many of
which have been discussed in prior SEC filings by the Company). Though the
Company has attempted to list the factors it believes to be important to its
business, the Company wishes to caution investors that other factors might prove
to be important in affecting the Company's results of operations. New factors
emerge from time to time and it is not possible for management to predict all of
such factors, nor can it 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.

     Investors are further cautioned not to place undue reliance on any
forward-looking statements as they speak only of the Company's view as of the
date the statement was made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.

General

     Holiday RV Superstores, Inc. (the Company) is a multi-store chain engaged
in the retail sales, financing, and service of recreation vehicles, or RVs, and
other recreation vehicles. The Company currently operates 14 retail centers,
five in central and north central Florida, two in the gulf coast areas of Tampa
and Ft. Myers, Florida, one in Spartanburg, South Carolina, two in California's
central valley cities of Roseville and Bakersfield, one in Las Cruces, New
Mexico, one in Prosperity, West Virginia, one in Wytheville, Virginia, and one
in Lexington, Kentucky. The Company operates on a fiscal year beginning on the
first day of November and ending on the last day of October. References herein
to "Holiday," "Recreation USA," "we," "us" or "our" refers to Holiday RV
Superstores, Inc. and consolidated subsidiaries unless the context specifically
requires otherwise.


                                                                              12
<PAGE>

Results of Operations

     Results of operations for the three months ended April 30, 2001, compared
to the three months ended April 30, 2000.

     Recreational vehicles and marine revenue decreased $9.1 million, or 20.2%,
to $35.9 million from $45.0 million. Of this decrease, $13.7 million was
attributable to a 31.1% drop in same-store sales on a pro forma comparable basis
(11 stores), offset by the effect of acquired stores. The decline in comparable
store sales was the result of two significant forces: (a) internal management
initiatives and (b) external market conditions.

     A key management initiative was to change the sales mix towards lower unit
cost and higher gross profit used units. Management believes that lower price
point used vehicles are more desirable in a weak economy, characterized by
declining consumer confidence. As a result, used vehicle sales as a percentage
of total vehicle sales, increased to 39.7% from 33.7% of comparable store total
vehicle sales. Management also instituted a program to reduce existing inventory
levels by managing the acquisition of new inventory, within the limits of
available financing. As a result, new vehicle and marine inventories were
reduced in the quarter, $10.5 million, or 24.4%, to $32.6 million from $43.2
million at January 31, 2001, reducing both associated debt service and carrying
costs (see Management's discussion on SG&A expenses below). Although new vehicle
sales may have been adversely affected by a reduction in available inventory,
management viewed the overall inventory levels as over stocked and notes that
used vehicle sales result in a 4% higher gross profit than new vehicles, on
average. The new sales mix helped mitigate the impact of decreased sales on
gross profit (see Management's discussion on gross profit below).

     External market conditions played a significant role in the overall
decrease in recreational vehicle and marine revenue. Management believes the
decrease in comparable store sales was related to various factors including
decline in consumer confidence and the slower overall economic environment. The
Company anticipates that the current fiscal year will remain below the revenue
levels set in the prior two years due to these factors. However, the long-term
outlook for RV sales continues to appear very favorable. Demographic studies
show continued growth in the recreational vehicle prime target market for the
next 30 years. Management will continue to respond to market demands by
emphasizing lower priced vehicles, offering value added service and warranty
programs and reducing costs.

     Parts and service revenue increased $0.4 million, or 10.1%, to $3.9 million
from $3.5 million. Substantially all of this increase is attributable to
additional stores, as parts and service revenue on a pro forma comparable basis,
remained level at $3.4 million. Management is currently developing several
initiatives that it will implement through the remainder of fiscal 2001.

     Revenue from Finance and Insurance (F&I) products and other sources
increased $0.5 million, or 42.2%, to $1.8 million from $1.5 million. Of this
increase, $0.4 million was


                                                                              13
<PAGE>

attributable to a 36.2% increase in same-store sales. The increase in comparable
store sales was the result of new management initiatives to improve the F&I
products offered and continued emphasis on effective selling (for a more
detailed discussion of F&I results see Management's discussion on gross profit
below).

     Total gross profit decreased $0.7 million, or 8.9%, to $7.4 million from
$8.1 million, only half the percentage decrease in total revenue of 16.4%.

     Gross profit from recreational vehicle and marine sales decreased $0.8
million, or 17.8%, to $3.9 million from $4.7 million. Of this decrease, $1.3
million was attributable to a 26.7% drop in same-store gross profit that was
partially offset by gross profit from acquired stores. In spite of the decrease,
Management believes two statistics indicate the trends established by recent
initiatives. Gross profit, as a percent of revenue, remained stable at 9.7%
during both periods, on a pro forma comparable basis. Unit sales decrease 20.1%
on a pro forma comparable basis, less than the percent decrease in recreation
vehicle and marine revenue and more than the percent decrease in recreational
and marine gross profit percentage decrease. The decrease in gross profit in
actual dollars and as a percent of revenue was primarily related to the
Company's effort to reduce its overstocked and aged inventory. The Company
offered various incentives to customers and salesmen (see Management's
discussion in SG&A below) to achieve its inventory objectives. While these
initiatives have impacted gross profit, the Company has been successful in
reducing its inventory $10.4 million, or 26.0%. Management believes that these
initiatives will continue at or near similar levels of additional incentives and
reserves at least through the next quarter.

     Parts and service gross profit remained stable at $1.9 million during the
two periods, however, same-store gross profit decreased $0.3 million, or 13.9%.
Substantially all of the same-store decrease is attributable to several stores,
primarily Spartanburg, instituting a parts inventory "clean up and liquidation"
program, resulting in a one time expense. Management's initiative on improved
service efficiency and customer service has resulted in parts and service gross
profit remaining stable as unit sales fell 20.1%. Parts and service gross profit
has increased to 4.5% from 3.8% of total revenue and to 25.3% from 23.2% of
total gross profit.

     F&I and other commissions have increased $0.1 million, or 8.6%, to $1.6
million from $1.5 million. The bulk of the increase is attributable to new
locations, as same-store commissions remained stable at $ 1.5 million.
Management's initiative on improved F&I product offerings and continued emphasis
on effective selling resulted in F&I commissions increasing as unit sales and
revenue decreased. F&I and other commissions contribute 22.0% of total gross
profit from 18.4%.

     Selling, general and administrative (SG&A) expenses decreased $0.3 million,
or 4.6%, to $6.4 million from $6.7 million. Of this decrease, $0.8 million was
attributable to a 12.5% drop in SG&A on a pro forma comparable basis, offset by
the addition of acquired stores. Management initiated a significant overhead
cost reduction program. The Company reduced its headcount primarily through
consolidation of certain positions


                                                                              14
<PAGE>

and attrition. Because management believes that by taking care of its employees
they, in turn, will take care of the customers. Savings generated through
personnel reductions were channeled to increased incentive pay plans for sales
and service personnel and incentives to liquidate aged inventory. Further,
payroll expense increased due to certain one-time charges associated with
termination settlement costs. Cost reductions in other SG&A areas totaled $.4
million or 5.8% of gross profit, which included reductions in advertising,
outside services, travel and entertainment.

     Debt conversion expense of $1,377,581 for the quarter is the result of a
required non-cash expense in connection with the April 2001 conversions of
seller notes into shares of the Company's 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 ($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, the
Company was 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.

     Although the Company has reflected this accounting treatment in its
financial statements, we do not believe that it clearly reflects the economic
benefit of completing the debt conversion transactions nor does it reflect the
intent of the parties. In the Company's view, $3.2 million of debt was exchanged
for $2.7 million of stock priced at fair market value. Both parties entered into
these debt conversion transactions to assist the Company in improving its
financial condition.

     Interest expense increased $0.1 million, or 8%, to $1.2 million from $1.1
million primarily due to a substantial increase in floor plan interest rates
that were significantly offset by large reductions in floor plan financing as a
result of decreased inventory levels.

     No income tax benefits were recognized on the net loss for the quarter due
to an allowance provided against deferred taxes, since the realization of net
operating loss carry forwards were not considered likely at this time.

     Results of operations for the six months ended April 30, 2001, compared to
the six months ended April 30, 2000.

     Recreational vehicles and marine revenue decreased $10.6 million, or 14.1%,
to $64.4 million from $75.0 million. Of this decrease, $18.7 million was
attributable to a 25.2% drop in same-store revenue on a pro forma comparable
basis (11 stores), partially offset by the revenues generated from acquired
dealerships. Of the $10.6 million decrease, $9.1 million, or 85.8% occurred in
the second quarter (see Recreational vehicle and marine revenue discussion under
section Results of operations for the three months ended April 30, 2001,
compared to the three months ended April 30, 2000). Even though the first
quarter decrease in recreational vehicle and marine revenue was $1.5 million,
significantly less


                                                                              15
<PAGE>

than the second quarter decrease, the first quarter generated a $1.9 million
operating loss compared to an operating income of $1.0 million in the second
quarter (see discussion below).

     Key management initiatives in the second quarter changed the sales mix
towards lower unit cost and higher gross profit used units. As a result, used
vehicle sales as a percentage of total vehicle sales, increased to 37.7% from
34.5% of comparable store total vehicle sales. Management also instituted a
program to reduce existing inventory levels by managing the acquisition of new
inventory, within the limits of available financing. As a result, new vehicle
inventories were reduced $12.3 million, or 29.4%, to $29.5 million from $41.8
million, reducing both associated debt service and carrying costs (see
Management's discussion on SG&A expenses below). Of the $12.3 million reduction
in inventory, $10.4 million, or 84.4% occurred in the second quarter, and $1.9
million occurred in the first quarter. Although new vehicle sales may have been
adversely affected by a reduction in available inventory, management viewed the
overall inventory levels as over stocked and notes that used vehicle sales
historically result in a 4% higher gross profit than new vehicles, on average.
However, in the first quarter, the new sales mix helped mitigate the impact of
decreased sales on gross profit (see Management's discussion on gross profit
below).

     External market conditions played a significant role in the overall
decrease in recreational vehicle and marine revenue. Management believes the
decrease in comparable store sales was related to various factors including
decline in consumer confidence and the slower overall economic environment. The
Company anticipates that the current fiscal year will remain below the revenue
levels set in the prior two years due to these factors. However, the long-term
outlook for RV sales continues to appear very favorable. Demographic studies
show continued growth in the recreational vehicle prime target market for the
next 30 years. Management will continue to respond to market demands by
emphasizing lower priced vehicles, offering value added service and warranty
programs and reducing costs.

     Parts and service revenue increased $1.1 million, or 16.2%, to $7.6 million
from $6.5 million. Substantially all of this increase is attributable to
additional stores, as parts and service revenue on a pro forma comparable basis,
increased $0.3 million, or 4.5%, to $6.7 million from $6.4 million. Management
is currently developing several initiatives that it will implement through the
remainder of fiscal 2001.

     Revenue from F&I products and other sources increased $0.5 million, or
21.6%, to $2.9 million from $2.4 million. Of this increase, $0.3 million was
attributable to a 12.1% increase in same-store sales. All of the increase was
generated in the second quarter, overcoming the decreases of the first quarter.
The increase in comparable store sales was the result of new management
initiatives in the second quarter to improve the F&I products offered and
continued emphasis on effective selling (for a more detailed discussion of F&I
results see Management's discussion on gross profit below).

                                                                              16
<PAGE>

     Total gross profit decreased $1.1 million, or 7.9%, to $12.5 million from
$13.6 million, less than the percent decrease in total revenue of 10.7%.

     Gross profit from recreational vehicle and marine sales decreased $1.5
million, or 19.5%, to $6.2 million from $7.7 million. Of this decrease, $2.2
million was attributable to a 29.0% drop in same-store gross profit. In spite of
the decrease, Management believes two statistics indicate the trends established
by recent initiatives. Gross profit, as a percent of revenue, decreased 0.8% to
8.4% from 9.2% during both periods, on a pro forma comparable basis. The
decrease is primarily attributable to the first quarter decrease of 1.9% to 6.7%
from 8.6%, which was reversed in the second quarter. Unit sales decrease 22.8%
on a pro forma comparable basis. Again, the decrease is primarily attributable
to the first quarter decrease of 26.2% compared to a second quarter decrease of
20.9%, which was slowed in the second quarter. The decrease in gross profit in
actual dollars and as a percent of revenue was primarily related to the
Company's effort to reduce its overstocked and aged inventory. The Company
offered various incentives to customers and salesmen (see Management's
discussion in SG&A below) to achieve its inventory objectives. While these
initiatives have impacted gross profit, the Company has been successful in
reducing its inventory $12.3 million, or 29.4%. Management believes that these
initiatives will continue at or near similar levels of additional incentives and
reserves at least through the next quarter.

     Parts and service gross profit increased $0.3 million, or 9.9%, to $3.8
million from $3.4 million during the two periods, however, same-store gross
profit decreased $0.1 million, or 2.2%. Substantially all of the same-store
decrease is attributable to the second quarter. Several stores, primarily
Spartanburg, instituted a parts inventory "clean up and liquidation" program,
resulting in a one time expense of $0.3 million. Parts and service gross profit
has increased to 5.0% from 4.1% of total revenue and to 30% from 25.1% of total
gross profit.

     F&I and other commissions have increased $0.1 million, or 3.3%, to $2.6
million from $2.5 million. Same-store commissions decreased $0.2 million, or
7.4%, to $2.4 million from $2.5 million. The bulk of the same-store decrease
occurred in the first quarter that was off set by additional stores commissions
in the six months. F&I and other commissions contribute 20.9% of total gross
profit, up from 18.6%.

     Selling, general and administrative (SG&A) expenses increased $1.7 million,
or 14.6%, to $13.4 million from $11.7 million. Of this increase, $0.1 million
was attributable to a 0.9% increase in SG&A on a pro forma comparable basis.
However, SG&A as a percent of total revenue increased to 17.9% from 13.9%,
primarily due to an increase in personnel expenses of $1.7 million. Management
initiated a significant overhead cost reduction program in the second quarter
(see Selling, general and administrative (SG&A) expenses discussion under
section Results of operations for the six months ended April 30, 2001, compared
to the six months ended April 30, 2000). Cost reductions in other SG&A areas net
to $.0, primarily as a result of gains in the second quarter offsetting cost
increases in the first quarter. As a result of the cost cutting

                                                                              17
<PAGE>

in the second quarter, advertising, outside services, travel and entertainment
expense were reduced.

     Debt conversion expense of $1,377,581 for the six months is the result of a
required non-cash expense in connection with the April 2001 conversions of
seller notes into shares of the Company's 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 ($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, the
Company was 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.

     Although the Company has reflected this accounting treatment in its
financial statements, we do not believe that it clearly reflects the economic
benefit of completing the debt conversion transactions nor does it reflect the
intent of the parties. In the Company's view, $3.2 million of debt was exchanged
for $2.7 million of stock priced at fair market value. Both parties entered into
these debt conversion transactions to assist the Company in improving its
financial condition.

     Interest expense increased $.7 million, or 38%, to $2.6 million from $1.9
million as much of the benefit of large reductions in floor plan financing as a
result of decreased inventory levels was initiated in the quarter ended April
30, 2001 and not in effect through the six months ended April 30, 2001.

     Tax benefits were recognized on the net loss for the six months to the
extent realization of net operating loss carry forwards were considered likely.


Liquidity And Capital Resources

     Our cash needs have been primarily to support operations, including
non-floored inventory for resale. These cash needs have historically been
financed with cash on hand or with occasional borrowings from Doerge Capital
Management, a company controlled by one of our board members. The Company does
not intend to utilize this source of funding in the future, since the terms and
expense of such short term lending do not fit within the Company's financing
strategy. Further, there is no assurance that this source of funding will
continue to be available to meet future liquidity needs. Changes in our new
inventory and partial changes in used inventory are financed by floor plan
credit facilities, which are currently in the process of being negotiated to
provide sufficient borrowing availability.

     Cash Flows From Operations: During the six months ended April 30, 2001, our
cash flows decreased primarily due to the $2.6 million net operating loss. Cash
of $2.6 million was consumed in the second quarter to resolve issues with the
floor plan lenders created

                                                                              18
<PAGE>

in prior quarters. The Company reported cash provided in the first quarter of
$1.8 million, however those funds were used to support a $2.7 million net loss
in the quarter. Inventory in the first quarter was reduced by $3.6 million while
floor plan contracts were reduced only $0.2 million. The second quarter
substantially curtailed the prior trend of losses from operations by reporting
net income from operations, before interest of $0.8 million. Inventory was
reduced $14.1 million in the second quarter while floor plan contracts were
reduced $14.2 million, to satisfy the requirements of our primary lender.
Repayments to general suppliers and vendors have been extended. Our inability to
maintain adequate vendor and factory relations, at a reasonable cost, would
prevent us from meeting our planned growth and potentially severely impact our
business operating results and financial condition.

     Cash Flows From Investing: Investing activities used net cash of $0.8
million as compared to $8.8 million in the six months last year. For the six
months ended April 30, 2001 the Company invested $0.4 million in restricted cash
to support its new floor plan agreement with its primary lender and $0.2 million
to support other obligations. The prior year included $6.5 million to purchase
dealerships, and $2.3 million for purchase of property, plant and equipment,
primarily for County Line and Little Valley dealerships.

     Cash Flows From Financing: Financing activities provided net cash of $1.1
million as compared to $2.6 million in the first six months last year. $1.5
million was raised through an additional short-term bridge loan. Management has
agreed that the portion of the net operating loss carry back tax refund not
assigned to a floor plan lender will be used as partial repayment of the bridge
loan.

     Net cash used by all activities was $.8 million, which reduced cash and
cash equivalents to $1.4 million from $2.2 million on hand at the start of the
six-month period.

     Working Capital: Working capital decreased to $7.1 million from $9.0
million for the first six months last year primarily due to the net operating
loss that was ultimately funded by extending vendor payments.

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

     In June 2001, the Company will commence operations of the nation's only
exclusive RV and marine dealer exchange and outlet. Establishing this dedicated
retail and wholesale facility, as an inventory clearinghouse is an important
element of the Company's ongoing initiative to improve its inventory position.
The facility is leased and Management estimates that startup costs will be
negligible.

     In May 2001, operations commenced on a satellite dealership located in
Ripley, West Virginia. This dealership represents the Company's first partnering
effort with The Great Outdoors, a nationwide sporting goods chain. Management is
evaluating such partnering

                                                                              19
<PAGE>

opportunities as an effective way to expand market presence, minimize startup
risks and capitalize on an established customer base.

     Principal Long-Term Commitment: The Company's principal long-term
commitments, as of April 30, 2001, consist of operating leases and notes
payable.

     The Company's recovery and growth strategies are dependent upon obtaining
adequate financing to cover operational needs and ultimately establish
additional RV and marine dealerships. The Company is currently evaluating
various sources of capital, their cost, and their ultimate effect on our
capitalization.

     The Company's primary floor plan agreement was terminated as of January 31,
2001 and subsequently replaced by a new agreement. The new agreement requires a
reduction of available floor plan credit to a maximum of $25,000,000 at May 1,
2001. As of April 30, 2001, the Company had borrowed $1.7 million in excess of
this limit. In May, 2001 the Company reduced it's borrowing to comply with the
maximum limit. The new agreement also requires the maintenance of certain
financial covenants including tangible net worth, working capital and debt to
tangible net worth. In addition, the agreement requires collateral of $1.0
million in the form of a certificate of deposit and a mortgage lien on
unencumbered real estate. Further, the lender waives all prior defaults through
April 30, 2001. However, as of April 30, 2001 the Company cannot conclude that
it is probable that we will meet all of these covenants in the immediate future.
Additionally, the required collateral in the form of a certificate of deposit
has not yet been posted.

     As the floor plan financing arrangement with this primary lender reduced
borrowing levels, the Company is in the process of negotiating additional floor
plan financing arrangements with other lenders. While the Company has retained
the ability to floor plan a portion of its inventory through a new agreement
with the primary lender, failure to obtain sufficient floor plan financing from
other lenders could have a material adverse effect on the business and the
Company's ability to continue as a going concern. There can be no assurance that
the Company will come to terms with its other lenders to obtain sufficient
alternative floor plan financing

     The Company had negative net cash from operations of approximately $1.1
million in the first six months, and incurred a net loss of approximately $4.5
million. While management believes that revenues, profits and cash flows from
operations should improve in fiscal 2001, the Company may be required to obtain
additional outside funding to fund operating deficits. Management believes that
additional financing will be made available to support the Company's liquidity
requirements and that certain cost and expenditures could be reduced further
should additional funding not be available. Failure to generate sufficient
revenues, raise additional capital or reduce certain discretionary spending
could have a material adverse effect on the Company's ability to continue as a
going concern and to achieve its intended business objectives.

     The Company had $43,325,000 available under floor plan lines of credit for
financing new and used vehicle and marine inventories of $43,744,096 as of April
30, 2001. Three

                                                                              20
<PAGE>

of the secondary lenders, which represent $9,000,000 of available floor plan,
have asked to be paid off. In addition, the Company was in an "out of trust"
condition with one of its secondary floor plan lenders and has assigned $750,000
of the proceeds of its net operating loss carry back tax refund to that lender.
The Company is currently negotiating with its other floor plan lenders to
provide sufficient floor plan credit to meet its inventory needs.

     During the next 12 months the Company will be required to raise capital by
issuing additional common stock, additional debt convertible to common stock, or
preferred stock that could be converted to common stock, to fund our operations,
bridge loan repayment and expansion.

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

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

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

     Recent Accounting Pronouncements: In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Investments and Hedging Activities" ("SFAS No. 133")
which establishes accounting and reporting standards requiring that every
derivative instrument be recorded in the balance sheet as either an asset or
liability measured at its fair value. The statement also requires that changes
in the derivative's fair value be recognized currently in earnings unless
specific hedge accounting criteria are met. SFAS No. 133, as extended by SFAS
No. 137 and amended by SFAS No. 138, was effective for the Company in the
quarter ended January 31, 2001. Historically, the Company has not entered into
derivatives contracts to hedge existing risks or for speculative purposes.
Accordingly, adoption of SFAS No. 133 had no effect on its financial position or
results of operations.

                                                                              21
<PAGE>

ITEM 3: Quantitative And Qualitative Disclosures About Market Risk

     Foreign Exchange. To date, the Company's revenue from operations has
exclusively been denominated in United States dollars. The recreational vehicle
and boat products that the Company sold to date have been priced in United
States dollars and all our sales in the fiscal year 1999 and 2000 and the first
quarter of 2001 have been denominated in United States dollars. In the future,
the Company may acquire recreational vehicle or boat products that are priced in
currencies other than the United States dollar and the Company may expand sales
operations outside the United States. If either of these events occurs,
fluctuations in the values of the respective currencies in which the Company
purchases or sells could adversely affect the Company. Due to the constantly
changing currency exposures and the volatility of currency exchange rates, there
can be no assurance that The Company would not experience currency losses in the
future, nor can The Company predict the effect of exchange rate fluctuations
upon future operating results. In the event The Company conducts transactions in
currencies other than the United States dollar, management intends to carefully
evaluate The Company's currency management policies. If management deems it
appropriate, The Company may consider hedging a portion of a currency exposure
in the future.

     Interest Rates: The Company invests its 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. The Company's overnight repo 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 may also face interest rate
risk exposure in connection with debt issued in connection with our acquisition
strategy.

                                                                              22
<PAGE>

                                    PART II

                               OTHER INFORMATION

     There is no information to report under Items 1, 3, 4 or 5 of Part II of
this report.

Item 2. Changes in Securities and Use of Proceeds

Recent Sales of Unregistered Securities

On or about April 11, 2001, the Company entered into a debt conversion and
mutual settlement and release agreement with two accredited investors converting
debt evidenced by a convertible promissory note dated March 1, 2000, in an
original principal amount of $1,731,919.60; to 500,000 shares of common stock at
a price per share of $2.88. The convertible promissory note was issued to the
sellers of Little Valley Auto and RV Sales, Inc. pursuant to that Stock Purchase
Agreement between the Company, Little Valley Auto and RV Sales, Inc., Ernest
Davis, Jr. and Lori A. Davis dated March 1, 2000. The shares were issued without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance on the exemption from such registration requirements provided
by Section 4(2) of the Securities Act for transactions not involving any public
offering.

On or about March 1, 2001, the Company entered into a debt conversion and mutual
settlement and release agreement with two accredited investors converting debt
evidenced by a convertible promissory note dated November 11, 1999, in an
original principal amount of $1,500,000 to 412,000 shares of common stock at a
price per share of $3.05. The convertible promissory note was issued to the
sellers of County Line Select Cars, Inc. pursuant to that Asset Purchase
Agreement between the Company, County Line Select Cars, Inc., Armando Alonso and
Francisco Alonso dated November 11, 1999. The shares were issued without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance on the exemption from such registration requirements provided
by Section 4(2) of the Securities Act for transactions not involving any public
offering.

Pursuant to bridge financings in the aggregate amount of $1,500,000 received by
the Company in the quarter ended January 31, 2001, the Company has agreed to
issue warrants to purchase up to 25,000 shares of common stock at a per share
purchase price of 110% of the average market price for the 21 trading days prior
to closing. The warrants were issued without registration under the Securities
Act of 1933, as amended (the "Securities Act"), in reliance on the exemption
from such registration requirements provided by Section 4(2) of the Securities
Act for transactions not involving any public offering.

                                                                              23
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

Exhibit
Number      Description
-------     -----------

  4.1       Form of Warrant*

 10.1       Asset Purchase Agreement between Registrant, County Line
            Select Cars, Inc., Armando Alonso and Francisco Alonso dated
            November 11, 1999(1)

 10.2       Convertible Promissory Note by and between the Registrant and
            Armando Alonso dated November 11, 1999*

 10.3       Convertible Promissory Note by and between the Registrant and
            Francisco Alonso dated November 11, 1999*

 10.4       Stock Purchase Agreement between the Registrant, Little Valley
            auto & RV Sales, Inc., Ernest Davis, Jr. and Lori A. Davis
            dated March 1, 2000(2)

 10.5       Convertible Promissory Note by and between the Registrant and
            Ernest Davis, Jr. and Lori A. Davis dated March 1, 2000*

 10.6       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*

 10.7       Debt Conversion and Mutual Settlement and Release Agreement
            effective as of April 11, 2001 between Registrant, Little
            Valley Auto & RV Sales, Inc., Ernest Davis, Jr. and Lori A.
            Davis*

 10.8       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*

 10.9       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*
_____________
*  Filed herewith
(1)  Incorporated by reference to the Exhibits to the Report on Form 8-K/A filed
     by the Registrant on January 25, 2000.
(2)  Incorporated by reference to the Exhibits to the Report on Form 8-K/A filed
     by the Registrant on May 15, 2000.

     (b) Reports on Form 8-K  On March 13, 2001. The Company filed on Form 8-K
its press release announcing the resignation of Ronald G. Huneycutt as
President, Chief Executive Officer and Secretary, as well as a member of the
board of directors and a member of the executive committee. Marcus Lemonis was
appointed as President and Michael S. Riley as interim Chief Executive Officer.

                                                                              24
<PAGE>

                                  Signatures

     Pursuant to the requirements 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.

Date                                HOLIDAY RV SUPERSTORES, INC.
----


                                    /s/ Marcus Lemonis
                                    ---------------------------------
October 1, 2001                     Marcus Lemonis
                                    President and Chief Executive Officer


October 1, 2001                     /s/ Casey L. Gunnell
                                    ---------------------------------
                                    Casey L. Gunnell
                                    Chief Operating Officer and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                                                              25