<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2002

                                       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
                         Fort 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 13, 2002, Holiday RV Superstores, Inc. had outstanding 9,831,382
                shares of Common Stock, par value $.01 per share.


<PAGE>


                                    TABLE OF CONTENTS

 Item                                                                       Page
 ----                                                                       ----

                                     Part I

     Financial Information

1.   Condensed Consolidated Balance Sheets                                 3-4

     Condensed Consolidated Statements of Operations                         5

     Condensed Consolidated Statements of Cash Flows                       6-7

     Notes to Condensed Consolidated Financial Statements                 8-13

2.   Management's Discussion and Analysis of Financial Condition and
     Results of Operations                                               14-22

3.   Quantitative and Qualitative Disclosures about Market Risk          22-23

                                     Part II

     Other Information

2.   Changes in Securities and Use of Proceeds                              23

6.   Reports on Form 8-K                                                    24




                                       2
<PAGE>

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

<TABLE>
<CAPTION>

                                                                        4/30/2002           10/31/2001
                                                                        -----------          -----------
<S>                                                                     <C>                  <C>
ASSETS

Current assets:
   Cash and cash equivalents                                            $   846,327          $    93,484
   Restricted cash and investments                                          554,317            1,131,662
   Trade accounts receivable                                                810,037            1,631,871
   Other receivables                                                      1,167,166              989,492
   Inventories, net                                                      24,411,068           34,363,637
   Prepaid expenses                                                         750,757              161,709
   Income tax refund receivable                                           2,174,002              529,888
   Property held for sale                                                   633,468              633,468
   Other                                                                    109,653              124,958
                                                                        -----------          -----------
       Total current assets                                              31,456,795           39,660,169
                                                                        -----------          -----------

Property and equipment, net                                              11,009,185           11,339,229

Other assets

   Goodwill, net of accumulated amortization
     of $813,397 and $654,273                                             5,506,532            5,665,656

   Other                                                                  1,651,100              229,399
                                                                        -----------          -----------

       Total assets                                                     $49,623,612          $56,894,453
                                                                        ===========          ===========

</TABLE>




                                  (CONTINUED)



                                       3
<PAGE>
                  HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

LIABILITIES, MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK  AND
SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                     4/30/2002              10/31/2001
                                                                                    ------------           ------------
<S>                                                                                 <C>                    <C>
Current liabilities:
     Floor plan notes payable                                                       $ 22,274,742           $ 31,034,172
     Accounts payable                                                                  2,063,989              2,131,754
     Customer deposits                                                                   344,589                142,962
     Accrued expenses and other current liabilities                                    3,236,097              3,875,897
     Current portion of deferred finance and insurance income                          1,216,529              1,501,519
     Current portion of capital lease obligation                                          79,013                126,015
     Current portion of LIFO tax liability                                               333,935                333,935
     Current portion of mortgages payable                                                198,412                198,412
     Current portion of notes payable                                                  2,825,000              1,662,923
     Current portion of deferred gain on leaseback transaction                            48,612                 48,624
                                                                                    ------------           ------------
              Total current liabilities                                               32,620,918             41,056,213
                                                                                    ------------           ------------

     Long-term deferred finance and insurance income                                     932,972                855,355
     Long-term capital lease obligation, less current portion                             88,101                123,177
     LIFO tax liability, less current portion                                            333,935                333,935
     Long-term mortgages payable, less current portion                                 6,670,941              6,787,776
     Long-term notes payable, less current portion                                       500,000                500,000
     Deferred gain on leaseback transaction, less current portion                        352,563                376,858
     Series A and Series AA common stock warrant                                         420,000                     --
                                                                                    ------------           ------------
              Total liabilities                                                       41,919,430             50,033,314
                                                                                    ------------           ------------

     Commitments and contingencies

     Mandatorily Redeemable Convertible Series A Preferred stock
              $.01 par value; shares authorized up to 2,000,000 inclusive
              of Preferred Stock Series AA-2; issued and outstanding 20,000
              at April 30, 2002, stated at liquidation value                           2,570,835                     --
     Mandatorily Redeemable Convertible Series AA-2 Preferred stock
              $.01 par value; shares authorized up to 2,000,000 inclusive of
              Preferred Stock Series A; issued and outstanding 15,000 at
              April 30, 2002, stated at liquidation value                              1,893,400                     --
                                                                                    ------------           ------------
     Shareholders' Equity
              Common stock, $.01 par, shares authorized 23,000,000;
              issued 9,831,382 and 9,352,000                                              98,314                 93,520
              Additional paid-in capital                                              14,296,492             13,630,108
              Accumulated Deficit                                                    (10,613,204)            (6,320,834)

              Treasury stock, 300,700 shares at cost                                    (541,655)              (541,655)
                                                                                    ------------           ------------
              Total shareholders' equity                                               3,239,947              6,861,139
                                                                                    ------------           ------------
              Total liabilities, mandatorily redeemable convertible preferred
                      stock and shareholders' equity                                $ 49,623,612           $ 56,894,453
                                                                                    ============           ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       4
<PAGE>


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

<TABLE>
<CAPTION>

                                                              Three Months Ended                        Six Months Ended
                                                      ---------------------------------         ---------------------------------
                                                        04/30/02             04/30/01             04/30/02             04/30/01
                                                      ------------         ------------         ------------         ------------
                                                                            (Restated)                                 (Restated)
<S>                                                   <C>                  <C>                  <C>                  <C>
Sales and service revenue                             $ 19,886,374         $ 41,182,518         $ 38,304,283         $ 74,524,245
Cost of sales and service                               16,763,486           34,291,863           31,446,567           62,323,598
                                                      ------------         ------------         ------------         ------------
            Gross profit                                 3,122,888            6,890,655            6,857,716           12,200,647
Selling, general and administrative expenses             4,881,732            6,360,362            9,486,214           13,402,552
Marketing expense (income)                                (140,000)                  --            1,860,000                   --
                                                      ------------         ------------         ------------         ------------
            Income (loss) from operations               (1,618,844)             530,293           (4,488,498)          (1,201,905)

Other expense:
   Interest expense                                       (582,885)          (1,219,905)          (1,326,372)          (2,629,923)
   Note conversion cost                                         --           (1,377,581)            (167,784)          (1,377,581)
   Clermont fire loss                                           --              (39,817)                  --              (39,817)
                                                      ------------         ------------         ------------         ------------
            Total other expense                           (582,885)          (2,637,303)          (1,494,156)          (4,047,321)
                                                      ------------         ------------         ------------         ------------

Loss before income tax benefit and cumulative
   effect of change in accounting principle             (2,201,729)          (2,107,010)          (5,982,654)          (5,249,226)
Income tax benefit                                      (1,690,284)                  --           (1,690,284)            (380,836)
                                                      ------------         ------------         ------------         ------------

Net loss before cumulative effect of change
   in accounting principle                                (511,445)          (2,107,010)          (4,292,370)          (4,868,390)

Cumulative effect as of November 1, 2000
   related to the implementation of SAB 101                     --                   --                   --           (2,189,271)
                                                      ------------         ------------         ------------         ------------
   Net loss                                               (511,445)          (2,107,010)          (4,292,370)          (7,057,661)
Deemed dividend on redeemable convertible
preferred stock                                           (461,735)                  --           (1,089,235)                  --
                                                      ------------         ------------         ------------         ------------
Net loss available to common stockholders             $   (973,180)        $ (2,107,010)        $ (5,381,605)        $ (7,057,661)
                                                      ============         ============         ============         ============

Basic and diluted loss per common share:

Loss before cumulative effect of change in
accounting principle                                  $       (.10)        $       (.26)        $       (.58)        $      (0.63)
Cumulative effect as of November 1, 2000
   Related to the implementation of SAB 101                     --                   --                   --                (0.28)
                                                      ------------         ------------         ------------         ------------
   Net loss                                           $       (.10)        $       (.26)        $       (.58)        $      (0.91)
                                                      ============         ============         ============         ============

Weighted average number of shares
   basic and diluted                                     9,530,682            8,143,955            9,289,667            7,739,587
                                                      ============         ============         ============         ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>
                  HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                          Six Months Ended
                                                                                 -----------------------------------
                                                                                   04/30/02               04/30/01
                                                                                 ------------           ------------
<S>                                                                              <C>                    <C>
Cash Flows from Operating Activities:
   Cash received from customers                                                  $ 39,393,796           $ 74,090,529
   Cash paid to suppliers and employees                                           (41,083,413)           (72,304,374)
   Interest received                                                                   11,357                     --
   Interest paid                                                                   (1,337,729)            (2,931,208)
   Income tax received                                                                 46,170                     --
   Good Sam(TM) Endoresement Fee                                                   (1,500,000)                    --
                                                                                 ------------           ------------
       Net cash used in operating activities                                       (4,469,819)            (1,145,053)
                                                                                 ------------           ------------

Cash Flows from Investing Activities:
   Purchase of property and equipment                                                 (35,518)              (240,655)
   Proceeds from the sale of property and equipment                                   117,908                108,799
   Transfer of restricted cash                                                        577,345               (618,938)
                                                                                 ------------           ------------
       Net cash provided by (used in) investing activities                            659,735               (750,794)
                                                                                 ------------           ------------

Cash Flows from Financing Activities:
   Proceeds from notes payable                                                      1,728,000              1,500,000
   Repayment of capital lease obligations                                             (82,078)              (124,470)
   Repayments of notes and mortgages payable                                         (922,995)              (294,985)
   Proceeds from the issuance of Series A redeemable preferred stock                2,000,000                     --
   Payment of Series A issuance cost                                                 (150,000)                    --
   Proceeds from the issuance of Series AA-2 redeemable preferred stock             1,500,000                     --
   Payment of Series AA-2 issuance cost                                               (10,000)                    --
   Proceeds from Series B advance                                                     500,000                     --
                                                                                 ------------           ------------
       Net cash provided by financing activities                                    4,562,927              1,080,545
                                                                                 ------------           ------------

Net increase (decrease) in Cash and Cash Equivalents                                  752,843               (815,302)
Cash and Cash Equivalents, beginning of period                                         93,484              2,215,353
                                                                                 ------------           ------------
       Cash and Cash Equivalents, end of period                                  $    846,327           $  1,400,051
                                                                                 ============           ============

</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                       6
<PAGE>
                  HOLIDAY RV SUPERSTORES, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS -- (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                      Six Months Ended
                                                                            -----------------------------------
                                                                              04/30/02               04/30/01
                                                                            ------------           ------------
<S>                                                                         <C>                    <C>
                                                                                                    (restated)
RECONCILIATION OF NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES
Net loss                                                                    $ (4,292,370)          $ (4,868,390)

Adjustments to reconcile net loss to net cash
    Used in operating activities:
           Depreciation and amortization                                         529,607                381,623
           Amortization of deferred gain                                         (24,307)                    --
           Stock option compensation and warrant issuance                             --                218,851
           Income tax benefit                                                 (1,690,284)              (380,836)
           Gain on disposal of property and equipment                            (81,162)                    --
           Note conversion expense                                               167,784              1,377,581
           Remeasurement of warrant liability                                   (420,000)                    --
           Marketing expense for warrants issued                               2,180,000                     --
           Cumulative effect as of November 1, 2000 related to the
              implementation of SAB 101                                               --              2,189,271

Changes in assets and liabilities:
       (Increases) decreases in:
           Contracts in transit                                                       --                376,070
           Accounts receivable                                                   644,160               (828,133)
           Income tax refund receivable                                           46,170                     --
           Inventories                                                         9,952,569             14,063,266
           Prepaid expenses                                                     (589,048)                 3,136
           Good Sam(TM) Endorsement Fee                                       (1,500,000)                    --
           Other assets                                                           51,937                555,665
       Increases (decreases) in:
           Floor plan notes payable                                           (8,759,430)           (14,390,699)
           Accounts payable                                                      (67,765)             2,429,985
           Customer deposits                                                     201,627               (331,652)
           Accrued expenses and other liabilities                               (819,307)            (1,940,791)
                                                                            ------------           ------------
Net cash used in operating activities                                       $ (4,469,819)          $ (1,145,053)
                                                                            ============           ============
Non cash investing and financing activities:

           Notes payable and $27,866 of accrued interest converted
           into 479,382 shares of common stock                              $    287,629           $         --
                                                                            ============           ============

</TABLE>


See accompanying notes to condensed consolidated financial statements.



                                       7
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.

         The unaudited condensed consolidated 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 Annual
Report on Form 10-K for the year ended October 31, 2001. 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.

         BASIS OF PRESENTATION: The accompanying Condensed Consolidated
Financial Statements have been prepared on a going concern basis, which
contemplates 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 entered into in fiscal year 2001 expired on November 30, 2001. Through
March 15, 2002, the Company financed its new and used marine and vehicle
inventory at eight of its locations under a forbearance agreement that expired
March 15, 2002 at which time the parties agreed to amend the expired agreement
essentially under the same terms through October 31, 2002 lowering the maximum
borrowing to $20,000,000. On May 15, 2002, the maximum borrowing commitment was
further reduced to $19,032,679 as the result of the sale of real property which
served as additional collateral for the floor plan agreement. The reduced
borrowing level does not provide the Company sufficient capacity to meet its
business plan requirements. Additionally, the Company was not in compliance with
certain financial covenants of its floor plan financing agreement and the
Company had not received waivers as of April 30, 2002. These circumstances raise
substantial doubt about the Company's ability to continue as a going concern.
The Company is currently in active negotiations with another major floor plan
lender to provide all of the Company's floor plan capacity. A satisfactory
outcome of this process will result in a new alternative floor plan agreement to
meet its business plan requirements. While the Company has retained the ability
to floor plan its inventory, failure to come to terms with its alternative floor
plan lenders or obtain sufficient floor plan financing could have a material
adverse effect on the Company and raises substantial doubt about the Company's
ability to continue as a going concern and to achieve its intended business
objectives.

         See also discussion in Note 6 on the Company's transfer to the Nasdaq
Small Cap market and non-compliance with listing requirements which also raises
substantial doubt regarding the Company's ability to continue as a going
concern.

         Additionally, the Company incurred a net loss of $18,021,656,
$3,204,775 and $4,292,370 for the years ended October 31, 2001 and 2000 and for
the six month period ended April 30, 2002, respectively, and incurred net cash
outflows from operations of $2,504,120, $568,465 and $4,469,819 for the years
ended October 31, 2001 and 2000 and for the six month period ended April 30,
2002. Beginning in the second quarter of fiscal 2001, management focused on
inventory management by reducing inventory levels to allow the Company to
effectively and profitably operate within the stocking levels available under
the April 2001 amended primary floor plan agreement. As of October 31, 2001 the
inventory initiative coupled with restrictions placed on the Company's ability
to order new product by its primary floor plan lender resulted in a 42.7%
reduction in the year-over-year inventory levels with an additional 29.0%
reduction since October 31, 2001. In addition, the short-term performance and
the long-term potential for each retail location were reviewed together with
each dealership's management team. As a result, three dealerships that were
under-performing or competing in the same markets were closed and the market
consolidated into other Company dealerships. A fourth and fifth dealership were
closed in December 2001 and March 2002, respectively. Management believes that
with the restructuring of its dealerships and the focus on managing its
inventory to optimum levels and turns, the continuation of rigid expense
control, the infusion of additional capital and the continued support of its
primary floor plan lender under more favorable terms, improved revenues, profits
and cash flows from operations will result in fiscal year 2002, provided that
sufficient floor plan funding is available. While management believes that same
store operating performance will improve in the remainder of fiscal year 2002,
the Company may be required to obtain additional outside funding to fund
operating deficits. Management further believes that additional financing will
be made available to support the Company's liquidity requirements and that
certain costs and expenditures could be reduced further should any needed
additional funding not be available. Failure to generate sufficient revenues,
raise



                                       8
<PAGE>

additional capital or continue to restrain discretionary spending could have a
material adverse effect on the Company and raises substantial doubt about the
Company's ability to continue as a going concern and to achieve its intended
business objectives.

         Effective November 1, 2000, the Company changed its revenue recognition
policy related to commissions earned by the Company for placing retail financing
contracts with indirect lending institutions in connection with customer vehicle
and marine purchases and customer purchases of credit life insurance products to
defer these commissions until the chargeback period has lapsed. Also effective
November 1, 2000, the Company changed its revenue recognition policy related to
commissions earned on the sale of administrator obligor extended warranty and
service contracts to defer these commissions until the 100% charge back period
has lapsed and to recognize revenue ratably over the remaining life of the
contracts as commissions are earned and not subject to chargeback. This change
was made in accordance with the implementation of the U.S. Securities and
Exchange Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). The effect of this change is reported as the
cumulative effect of a change in accounting principle in the year ended October
31, 2001. The net effect reflects the deferral as of November 1, 2000 of
$2,189,271 of revenue net of chargebacks previously recognized. As required by
SAB 101, the Company has restated its previously reported financial statements
for the three and six month periods ended April 30, 2001 to include the effects
of this accounting change and apply the provisions of SAB 101 to the quarters
ended January 31, 2001 and April 30, 2001 and the six month period ended April
30, 2001.

NOTE 2. INVENTORIES

Inventories are summarized as follows:

                                4/30/2002            10/31/2001
                               -----------          -----------

New Vehicle                    $19,904,880          $27,279,230
New Marine                         796,898              516,340
Used Vehicle & Marine            2,423,259            5,208,373
Parts and accessories            1,286,031            1,359,694
                               -----------          -----------
                               $24,411,068          $34,363,637
                               -----------          -----------

During the three and six month periods ended April 30, 2002, the Company
recorded a charge of $531,772 to adjust the carrying value of certain of its
inventory to the lower of cost or fair market value. This charge was recorded to
reflect a decline in the market value of the related units resulting from
various factors, including the state of the economy in general and supply and
demand for new and used RV and marine products. These same factors could result
in future charges.

NOTE 3. ENDORSEMENT AGREEMENT

         In March 2002, the Company entered into an agreement with Affinity
Group Inc., a company wholly owned by the majority holder of the Company's
Series A Preferred Stock (see Note 6). That agreement grants the Company a
non-exclusive right to use its Good Sam(TM) name and logo, including trade names
of all of Affinity's service marks in connection with the sales and service of
the Company's products for a period of three years. Under the agreement,
Affinity and the Company agreed to develop a marketing program for certain
products and services offered by Affinity through its Good Sam(TM) program. The
Company paid Affinity a one-time fee of $1,500,000 for the license in March
2002. In addition, the Company may be required to pay additional royalties for
the use of licenses and other trade marks under the agreement. The Company is
amortizing the cost of the endorsement agreement on a straight line basis over
the three year term. Amortization expense for the three months ended April 30,
2002 is $41,667.

NOTE 4. FLOOR PLAN CONTRACTS

         The primary floor plan lender continued the forbearance agreement to
amend and extend the floor plan financing agreement to March 15, 2002 at which
time the parties agreed to amend the expired forbearance agreement essentially
under the same terms through October 31, 2002 lowering the maximum borrowing to
$20,000,000 and adjusting the financial covenants based on the Company's fiscal
2002 business plan. The Company has been charged a loan origination fee of
$200,000 with $50,000 paid at closing, $50,000 paid on May 7, 2002 and the
remaining balance of $100,000 to be paid at maturity. Of the total fees,
$100,000 will be waived if the loan is paid in full before maturity. In
connection with the


                                       9
<PAGE>
amendment, the financial covenants were adjusted effective March 15, 2002. As of
April 30, 2002, the Company was not in compliance with certain of the financial
covenants of the floor plan financing agreement. Waivers were not received for
the events of non-compliance and as of June 13, 2002 the lender has not
communicated any intention relating to the violation of the covenants of the
floor plan financing agreement. In May 2002, the maximum borrowing commitment
was further reduced to $19,032,679 in connection with the Company's sale of
certain real property (see note 10).

         The Company has negotiated an arrangement with one of its floor plan
providers that requested to be paid down in February 2001 because of the
Company's less than acceptable performance under its floor plan agreement and
because the provider subsequently exited the business of providing floor plan
financing to RV dealers. The Company is currently paying off the outstanding
balance at April 30, 2002 of $1,452,654 as units are sold and repaying past due
amounts on a mutually agreed schedule. In accordance with the terms of a
Memorandum of Understanding dated May 28, 2002 between the Company and the floor
plan provider the Company anticipates concluding the pay down of the floor plan
by June 2002 and rolling the remaining balance into a term note to be paid over
a two year period.

         Through June 13, 2002, the Company continues to negotiate with another
major floor plan lender to provide all of the Company's floor plan capacity or
to increase the amount of floor plan financing available to allow for additional
dealerships to be included under the other major floor plan agreements. There
can be no assurance that the Company will come to terms with its other major
lender under either scenario to obtain sufficient alternative floor plan
financing to meet its business plan requirements.

NOTE 5. NOTE PAYABLE

         On March 18, 2002, AGHI Finance Co., LLC, an affiliate of Affinity
Group, Inc.(see Note 3) loaned the Company $1,600,000 for a term of one year at
an interest rate of 20%, payable quarterly, one half of which may be paid in
stock at the discretion of the Company's board of directors. If certain
specified events of default occur, as defined in the loan agreement, the
interest rate increases to 25% and the Company is subject to a 6% late fee if
the event of default is a lack of timely payment. The note specifies a lien has
been placed on all assets of the Company as security for the note. As of April
30, 2002, the interest rate on the note was 25% as the Company had not paid the
interest due in cash relating to the month of April 2002. The note is a
non-amortizing loan due March 18, 2003. The Company also paid a $50,000
origination fee, which is included in the note and is being amortized over the
life of the loan. In accordance with the terms of the note, the Company is
committed to pay a fee equal to 10% of the loan amount 91 days and 181 days from
the loan origination date. These fees can be paid in the form of the Company's
common stock. Accordingly, the Company accrued $320,000 on March 18, 2002 and is
amortizing these fees to interest over the life of the loan. The Company expects
to issue, subject to stockholder approval, a warrant to purchase 1,800,000
shares of its common stock exercisable at $0.50 per share with a term of five
years.

NOTE 6. SERIES A PREFERRED

         On January 3, 2002, the Company's Board of Directors authorized the
issuance of up to 35,000 shares of Series A Preferred Stock, of which 8,807 have
been designated Sub-Series A-1 Convertible Preferred Stock (the "Series A-1
Shares") and 26,193 have been designated Sub-Series A-2 Stock (the "Series A-2
Shares, collectively the "Series A Shares"). The Series A stockholders are
entitled to dividends at a rate of 10% of the purchase price per annum, which
accrue on a daily basis and are payable in cash each quarter. If certain
specified events of default occur, that dividend rate increases to 15%. As more
fully described below, an event of default appeared probable based on events
occurring in February 2002. The Series A Shares have identical rights and
preferences, except that the Series A-2 Shares are not convertible and are
nonvoting until stockholder approval is obtained. The Series A Shares are also
entitled to a redemption payment equal to 125% of the original issuance price
plus accrued and unpaid dividends (the "Liquidation Price") upon the sale or
liquidation of the Company or upon an event of default, as defined. As of April
30, 2002, the dividend rate was 15% as the Company had not made the Series A
Preferred quarterly dividend payments due March 31, 2002, which constitutes an
event of default under the Certificate of Designation, Rights and Preference.

         The Company is required to redeem the Series A Shares, including any
accrued and unpaid dividends, on December 31, 2007. They have therefore been
classified in the mezzanine section in the accompanying balance sheet.
Redemption may occur sooner at the Liquidation Price in the event of a



                                       10
<PAGE>
change in control, as defined in the Certificate of Designation, Rights and
Preferences, a delisting of the Company's common stock, or a failure to honor a
conversion request and other events including non-payment of dividends. On
February 14, 2002, prior to the Company's filing of its January 31, 2002 Form
10-Q, the Company was notified by the Nasdaq National Market that it had failed
to comply with certain listing requirements and was therefore subject to
delisting. Accordingly, the Company recorded the Series A Shares at their
Liquidation Price in January 2002. On April 29, 2002, the Nasdaq Listing
Qualifications Panel approved the Company's transfer from the Nasdaq National
Market to the Nasdaq SmallCap Market. Currently, the Company's per share price
does not meet the Nasdaq requirements for listing. The Company has until
September 2002 to remedy this event of non-compliance. There can be no assurance
that the Company will be able to maintain its listing requirements in the future
and as a result of non-payment of dividends due March 31, 2002 an event of
default existed at April 30, 2002. Accordingly, the Company continues to reflect
the Series A Shares at their Liquidation Price in the condensed consolidated
balance sheet as of April 30, 2002.

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

         The Series A-1 and Series A-2 Shares are being sold on a pro-rata basis
to investors, up to the maximum of 35,000 Series A Shares authorized. If the
Company does not issue all of the Series A-1 Shares, investors will be entitled
to exchange each Series A-2 Share for Series A-1 Shares on a pro-rata basis
until all Series A-1 Shares have been issued. As of April 30, 2002, the Company
had sold 5,033 and 14,967 shares of Series A-1 and Series A-2 Shares,
respectively, for net proceeds of $1,850,000.

         In January 2002, the Company issued shares of its Series A Preferred
Stock for $1,500,000 to an investor in connection with a strategic business
relationship. That relationship is described in Note 3. These shares were also
sold as units. Because of the ongoing discussions between the Company and the
investor regarding the Affinity Endorsement Agreement, and the proximity of the
issuance of the Series A Preferred Stock and the Affinity Endorsement Agreement,
the Company believes that the application of EITF Issue No. 01-1, "Accounting
for a Convertible Instrument Granted or Issued to a Nonemployee for Goods or
Services or a Combination of Goods or Services and Cash" ("EITF No 01-1") is
appropriate. On the date of the transaction, the Company's stock was trading at
$1.00 per share and the conversion feature of the Series A Preferred Stock was
priced at $0.50 per share. Therefore, the fair market value of the Series A
Preferred Stock on the date of the transaction on an "if-converted" basis was
$3,000,000. The related warrants, valued utilizing the Black-Scholes option
pricing model as discussed below, had a fair market value of $500,000 on the
date of the transaction. Combined the units had a fair value of $3,500,000 at
the date of the transaction. In accordance with the consensus in EITF Issue No.
01-1, the Company has recorded a charge of $2,000,000, which is equal to the
excess of the fair market value of the units over the amount received in cash.
The Company considered this cost to be an inducement for Affinity to enter into
future strategic relationships with the Company, as evidenced by the Affinity
Endorsement Agreement. That amount has been classified as marketing expense in
the accompanying statement of operations for the six months ended April 30,
2002.



                                       11
<PAGE>
         In addition, the Company sold 5,000 units to another investor, which
had no other involvement with the Company other than a passive investment, for
gross proceeds of $500,000. Because the Series A-1 Shares that comprise a part
of those units convert to common stock at a conversion price that was less than
the quoted market price of its common stock on the date of the transaction, the
Company has recorded a beneficial conversion feature charge of $125,000 as
discussed below. On the date of the transaction, the Company's stock was trading
at $1.00 per share and the conversion feature of the Series A Preferred Stock
was priced at $0.50 per share. Therefore, the fair market value of the Series A
Preferred Stock on the date of the transaction on an "if-converted" basis was
$1,000,000. The related warrants, valued utilizing the Black-Scholes option
pricing model as discussed below, had a fair market value of $167,000 on the
date of the transaction. Accordingly, the portion of the proceeds ascribed to
the Series A Preferred Stock is $333,000 (the total proceeds of $500,000 less
the portion ascribed to the warrants of $167,000). The beneficial conversion
value adjusted for the fair value allocation would have been in excess of
$333,000 and therefore, is limited to that amount. However, because the Series A
Preferred Stock was subject to immediate mandatory redemption, given the
potential of default relating to Nasdaq delisting issues previously discussed,
the Series A Preferred Stock was accreted to its liquidation price. The
beneficial conversion feature equal to the conversion feature of $333,000 plus
additional accretion up to its liquidation price has been recognized as a deemed
dividend to the Series A stockholders in the accompanying statement of
operations for the six months ended April 30, 2002.

         The warrants contain certain provisions that may preclude the Company
from settling them in shares at the time they are exercised. Accordingly, in
accordance with EITF Issue No. 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock", the
Company has classified those warrants as a liability in the accompanying balance
sheet. Furthermore, those warrants will be remeasured each period with changes
in their fair value reflected in the Company's statement of operations. The
warrants were valued at the date of issuance utilizing the Black-Scholes option
pricing model using the Nasdaq closing bid price on the date of the transaction
as the fair value, $0.50 as the exercise price, an historical volatility rate of
41% and a risk-free six-year interest rate of 5.01%. The Black-Scholes option
pricing model is also used at each remeasurement date. As of April 30, 2002, the
Company's condensed consolidated balance sheet includes a Series A common stock
warrant liability of $240,000. The effect of remeasuring the warrants on the
Company's statement of operation for the three months ended April 30, 2002, was
a reduction of marketing expense of $320,000 for the warrants issued to an
investor in connection with a strategic business relationship (see Notes 3 and
7) and an interest expense reduction of $100,000 relating to the remaining
warrants primarily resulting from a decrease in the Company's stock price during
the period.

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

NOTE 7. SERIES AA-2 PREFERRED STOCK

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

         In March 2002, the Company sold 150 units for a purchase price of
$1,500,000, less transaction costs of approximately $10,000, to the majority
holder of the Series A Preferred Stock issued in January 2002. The Series AA-2
Preferred Stock that is included in the units has the same preferences, rights,
qualifications, limitations and restrictions as the Series A-2 Shares issued in
January 2002. As of April 30, 2002, the dividend rate was 15% as the Company had
not made the Series AA-2 Preferred quarterly dividend payments due March 31,
2002, which constitutes an event of default under the Certificate of
Designation, Rights and Preferences. The shares of Series AA-2 Preferred Stock
are initially convertible at a conversion price of $.50 per share. The Series
AA-2 Preferred Stock is classified as redeemable preferred stock in the
mezzanine section of the Company's condensed consolidated balance sheet as of
April 30, 2002. These units were sold to an investor in combination with
establishing a strategic relationship between an affiliate of that investor and
the Company. That relationship is described above. Those units had a fair value
of approximately $1,680,000 at the date of the transaction. In accordance with
the consensus in EITF Issue No. 01-1, "Accounting for a Convertible Instrument
Granted or Issued to a Nonemployee for Goods or Services or a Combination of
Goods or Services and Cash", the Company recorded a charge equal to the excess
of the fair value of the units over the amount received in cash as marketing
expense in its statement of operations for the three months ended April 30,
2002. The accompanying warrants contain certain provisions that may preclude the
Company from settling them in shares at the time they are exercised. In
accordance with EITF Issue No. 00-19, "Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock", the
Company's condensed consolidated balance sheet includes a Series AA-2 common
stock warrant liability of $180,000 as of April 30, 2002. Furthermore, those
warrants will be remeasured each period with changes in their fair value
reflected in the Company's

                                       12
<PAGE>

statement of operations. Since the Series AA-2 Preferred Stock was subject to
immediate mandatory redemption, given the potential of default relating to
Nasdaq delisting issues previously discussed, the Series AA-2 Preferred Stock
was accreted to its liquidation price at April 30, 2002.

NOTE 8. SERIES B PREFERRED

         In December 2001 and February 2002 the Company received $250,000,
respectively, as the first and second tranche payments on a proposed investment
of $1,250,000 in Series B Preferred Stock of the Company. The terms are expected
to be essentially identical to the Series A Preferred Stock, except that the
Series B Preferred Stock will be junior in status to the Series A Preferred
Stock. Final placement of the Series B Preferred Stock is also subject to final
negotiation and completion of definitive documentation and all authorizations
required under applicable law. The proceeds are expected to be used to repay the
Company's 15% $1,000,000 bridge financing obtained in December 2000. At April
30, 2002, the $500,000 payment is classified as a current liability in the
current portion of notes payable.

NOTE 9. BRIDGE FINANCING

         As of January 31, 2002, the Company agreed to convert into 479,382
shares of common stock, at a per share conversion price of $0.60, $287,629 of
the unpaid balance including accrued interest of $27,866 on certain bridge
financing and a demand loan from an affiliate of a former director and a former
officer/director of the Company. The market price of the Company's common stock
at the conversion date was $0.95. Had the conversion been made at market price,
the Company would have issued 302,767 shares. The incremental shares issued
(176,615) valued at market price is $167,784 and has been recorded as note
conversion expense. The remaining balance of the bridge financing and demand
loan of $128,000 has been assigned by the former officer/director of the Company
to the Company's CEO in settlement of non-Company obligations between these two
related parties. The CEO agreed to eliminate the interest charge prospectively.
On April 17, 2002, the outstanding balance was paid in full to the Company's
CEO.

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

NOTE 10. SALE OF TAMPA PROPERTY

         On May 7, 2002, the Company entered into a contract to sell its Tampa,
Florida facility for $1,026,000. The transaction closed on May 15, 2002 and the
Company realized proceeds of $967,320, net of transaction costs. The proceeds
from the transaction were used to reduce the aggregate outstanding loan balance
on the Company's primary floor plan agreement. The facility is reported on the
balance sheet as a property held for sale at a carrying value of $633,468 at
April 30, 2002. The gain of $333,852 relating to this sale will be recognized
during May 2002.

NOTE 11. INCOME TAX BENEFIT

         On March 9, 2002, the "Job Creation and Worker Assistances Act" (H.R.
3090) became effective. The new law makes numerous changes to the U.S. corporate
tax laws, including the temporary extension of the general net operating loss
carryback period to five years (from two years under prior law) for net
operating losses arising in taxable years ending in 2001 and 2002. As a result
of the change in tax law, the Company is able to carry back net operating losses
which were fully reserved with a valuation allowance. Accordingly, the Company
recorded an income tax benefit of $1,690,284 to reflect the change in the
Company's tax valuation allowance.



                                       13
<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. 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 Annual Report on
Form 10-K for the year ended October 31, 2001 (many of which have been discussed
in prior SEC filings by the Company). Although the Company has attempted to list
the factors it believes to be important to its business, the Company cautions
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 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.

GENERAL

         Holiday RV Superstores, Inc. is a multi-store chain that retails,
finances, and services recreation vehicles, or RVs, and other recreation
vehicles. The Company currently operates 10 retail centers, two in central and
north central Florida, one in Spartanburg, South Carolina, two in California's
central valley cities of Roseville and Bakersfield, one in Las Cruces, New
Mexico, two in West Virginia, one in Wytheville, Virginia, and one in Lexington,
Kentucky. The Clermont store, which is located in central Florida and was
destroyed by fire, will reopen in September 2002 bringing the total number of
retail centers operated by the Company to 11. 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"
refer to Holiday RV Superstores, Inc. and its consolidated subsidiaries unless
the context specifically requires otherwise.

         See discussion in Note 1, Basis of Presentation, and in the Liquidity
and Capital Resources section concerning substantial doubts about our ability to
continue as a going concern.

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

         Our primary focus in fiscal 2000 was on acquiring well-established RV
and marine dealerships with strong leadership roles in key geographic markets
with strong demographics. We then worked to improve their performance and
profitability by implementing our operating strategies. In fiscal 2001, our
primary strategy focused on integrating the acquired dealerships into our
corporate structure, reducing our inventory turnover rates to comply with dollar
limits imposed by our primary floor plan lender, reducing expenditures and
closing unprofitable locations. Our performance in fiscal 2001 reflected a
reevaluation of our business from all aspects. We believe that structuring our
business to fit within the limitations of our capital resources will position us
to perform at higher levels if the demand for recreational products increases at
the anticipated rate. We intend to add new dealerships by leasing suitable
property in key geographic markets and through co-location opportunities with
strategic partners, but only if we have sufficient working capital to sustain
expansion. We will also consider acquisition opportunities within our



                                       14
<PAGE>

existing markets if we believe they will result in operating and marketing
efficiencies and that the acquisition will immediately add profits to our
operations. During the second quarter, we closed the Sanford store located in
the central Florida market. We are also looking at two smaller stores for
possible closure during the third quarter. Besides the two small stores, we do
not anticipate closing any additional stores from our current dealerships. We do
intend to continue to closely monitor the performance of all locations and close
any that are unprofitable or whose performance does not justify continued
operations.

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

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

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

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED APRIL 30, 2002,
COMPARED TO THE THREE AND SIX-MONTH PERIODS ENDED APRIL 30, 2001.

         Sales and service revenue decreased $21.3 million or 51.7% to $19.9
million for the three months ended April 30, 2002 from $41.2 million for the
three months ended April 30, 2001. Sales and service revenue decreased $36.2
million or 48.6% to $38.3 million for the six months ended April 30, 2002 from
$74.5 million for the six months ended April 30, 2001. Of the decrease for the
three months ended April 30, 2002 compared to the three months ended April 30,
2001, $8.0 million was attributable to a 29.6% decrease in same store sales. Net
store closures during fiscal 2001 represented a decrease in revenues of $8.7
million for the three months ended April 30, 2002. In addition, $4.6 million of
the decrease is attributable to the closure of our Clermont location. This
location, which was damaged by fire in April 2001, is currently under
reconstruction and is scheduled to re-open in September 2002. Of the decrease
for the six months ended April 30, 2002 compared to the six months ended April
30, 2001, $13.1 million was attributable to a 27.3% decrease in same store
sales. Net store closures during fiscal 2001 represented a decrease in revenues
of $13.4 million for the six months ended April 30, 2002. Finally, the temporary
out



                                       15
<PAGE>

of service Clermont store represented $9.7 million decrease. Used vehicle sales
as a percentage of total vehicle sales increased to 32.6% for the six months
ended April 30, 2002, compared to 32.5% for the six months ended in April 30,
2001. New RV and marine product sales decreased for the six months ended April
30, 2002 to $19.1 million, or 60.5% of total RV and marine product sales, from
$39.9 million, or 62.2% of total RV and marine product sales for six months
ended April 30, 2001. Even though management believes that its prior inventory
levels were principally overstocked, new vehicle sales have been adversely
affected by the reduction in available inventory due to our limited floor plan
financing.

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

         INTERNAL MANAGEMENT INITIATIVES Beginning in the second quarter of
fiscal 2001, the management team began a concentrated program to reduce aged and
overstocked inventory by reducing selling prices, lowering inventory at all
locations to increase inventory turnover and restocking inventory based on local
market demand at each dealership. We also focused on changing our product mix to
include less expensive new models, and more used RVs, which have a higher gross
profit. We believe that lower priced used vehicles are more desirable in a weak
economy characterized by declining consumer confidence. In addition, in the last
45 days of fiscal year 2001 and the beginning of fiscal year 2002, we focused on
store performance by closing four dealerships we believed were not performing at
levels sufficient to justify their continued operation or were in markets where
we had multiple locations. We expect to offset most of the loss of revenue from
the closed locations with increased revenue and profits from stores remaining in
the same general market of each closed dealership once our financial position is
stabilized through additional capital and increased floor plan availability.

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

         Parts and services revenue decreased $1.5 million, or 37.5%, to
approximately $2.5 million for the three months ended April 30, 2002 from $4.0
million for the three months ended April 30, 2001. Parts and services revenue
decreased $2.5 million, or 32.9%, to approximately $5.1 million for the six
months ended April 30, 2002 from $7.6 million for the six months ended April 30,
2001. While same store sales remained relatively flat, parts and services was
affected by a decrease of $1.5 million and $2.5 million for the three and six
month periods ended April 30, 2002 due to net store closures made in fiscal 2001
and our temporary out of service Clermont store not being operational while
under reconstruction from fire damage sustained in April 2001.

         Net revenue from finance and insurance products and other sources
decreased $1.2 million, or 70.6%, to $0.5 million for the three months ended
April 30, 2002 from $1.7 million for the three months ended April 30, 2001. Net
revenue from finance and insurance products and other sources decreased $1.4
million, or 51.9%, to $1.3 million for the six months ended April 30, 2002 from
$2.7 million for the six months ended April 30, 2001. The decrease in both
periods is directly related to our decrease in new and used RV and marine
product sales. Effective November 1, 2000, we changed our revenue recognition
policy by adopting SAB 101, which defers recognizing revenue on commissions
received from placing indirect retail installment contracts with indirect
lenders, fees generated from the sale of credit life insurance and extended
warranty contracts. As of April 30, 2002, January 31, 2002 and October 31, 2001,
the amounts deferred relating to these commissions and fees was $2.1 million,
$2.2 million and $2.7 million, respectively. Accordingly, for the three and six
month periods ended April 30, 2002, we recognized earned revenue from this
change in the amount of $0.1 million and $0.6 million.

         Total gross profit decreased $3.8 million, or 55.1%, to $3.1 million
for the three months ended April 30, 2002 from $6.9 million for the three months
ended April 30, 2001, primarily due to a 23.3% decrease in same store gross
profit with the remainder attributable to lost volume from store closures made
in fiscal 2001 and our Clermont location which was under reconstruction from
fire damage sustained in



                                       16
<PAGE>

April 2001. Also negatively impacting gross profit during the three months ended
April 30, 2002, we recorded a charge of $0.5 million to write down certain older
new and used vehicles, a significant portion of which originated at closed
facilities, to their fair market value. For the reasons previously discussed,
total gross profit decreased $5.3 million, or 43.4%, to $6.9 for the six months
ended April 30, 2002 from $12.2 million for the six months ended April 30, 2001;
however, gross margin as a percent of sales increased to 17.9% from 16.4% due to
a higher sales mix of used RV and marine sales, which usually carry higher
margins, generated from existing inventory as our ability to purchase new units
has been restricted while we renegotiate our floor plan arrangement with our
primary floor plan lender.

         Parts and services gross profit decreased $1.2 million, or 60.0%, to
$0.8 million for the three months ended April 30, 2002 from $2.0 million in the
three months ended April 30, 2001. Same store gross profit decreased $0.5
million, or 38.3%. Parts and services gross profit decreased $1.7 million, or
43.6%, to $2.2 million for the six months ended April 30, 2002 from $3.9 million
in the six months ended April 30, 2001. Same store gross profit decreased $0.4
million, or 17.0%. The remainder of the decrease for the three and six month
periods ended April 30, 2002 is the result of net store closures made in fiscal
2001 and our temporary out of service Clermont location, which was damaged by
fire in April 2001.

         Net revenue from finance and insurance and other products contributed
18.0% and 19.1% of total gross profit in the three and six month periods ended
April 30, 2002 compared to 17.3% and 22.3% in three and six month periods ended
April 30, 2001.

         Selling, general and administrative expenses decreased $1.5 million, or
23.4%, to $4.9 million for the three months ended April 30, 2002 from $6.4
million for the three months ended April 30, 2001. On a same store basis,
selling, general and administrative expenses remained relatively flat. Selling,
general and administrative expenses decreased $3.9 million, or 29.1%, to $9.5
million for the six months ended April 30, 2002 from $13.4 million for the six
months ended April 30, 2001. On a same store basis, selling, general and
administrative expenses decreased $0.4 million, or 4.4%, to $8.6 million in the
six months ended April 30, 2002 compared to $9.0 million in the six months ended
April 30, 2001. We incurred legal expenses of $0.3 million for the three months
ended April 30, 2002 for nonrecurring matters.

         Store closures represent expense of $0.5 million and $0.9 million in
the three and six-month periods ended April 30, 2002 compared to $2.0 million
and $4.4 million for the three and six-month periods ended April 30, 2001.
Personnel expenses decreased 36.8% or approximately $2.9 million, for the six
months ended April 30, 2002 and represented 43.1% of expenses for the six months
ended April 30, 2002, compared to 53.1% for the six months ended April 30, 2001
the result of head count reduction. Total selling, general and administrative
expenses as a percent of revenue increased to 24.5% and 24.8% from 15.4% and
18.0% due to decreased revenue without a related reduction of fixed costs for
the three and six month periods ended April 30, 2002.

         The marketing expense (income) of $(0.1) million and $1.9 million
represents the difference between the fair value of the units of preferred stock
and warrants sold to a potential business partner over the cash proceeds
received (see Notes 6 and 7 to the condensed consolidated financial statements)
net of the impact of periodically remeasuring the fair value of the warrant
liability component of the units sold. The charge is required because on the
date of the issuances of these shares, we were in discussion with, and have
since developed a business relationship with, a company controlled by the
majority holder of the Series A Preferred Stock and Series AA Preferred Stock.
In March 2002, we entered into the Endorsement Agreement with Affinity Group
(see Note 3 to the condensed consolidated financial statements). During the
three and six months ended April 30, 2002, we recorded a marketing expense of
$0.2 million and $2.0 million, respectively, relating to units of preferred
stock and warrants sold during the periods. During the three and six months
ended April 30, 2002, we recorded a marketing income of $(0.3) million, relating
to the impact of periodically remeasuring the fair value of the warrant
liability component of the units sold as of April 30, 2002.



                                       17
<PAGE>
         Loss from operations for the three and six month periods ended April
30, 2002 was $1.6 million and $4.5 million, respectively, compared to operating
income of $0.5 million for the three months ended April, 2001 and a loss from
operations of $1.2 million for the six months ended April 30, 2002. This was
primarily the result of the activities described above.

         Interest expense decreased to $0.6 million and $1.3 million,
respectively, for the three and six month periods ended April 30, 2002 from $1.2
million and $2.6 million, respectively, for the three and six month periods
ended April 30, 2001. The decrease was primarily due to reductions in floor plan
financing as a result of decreased inventory levels, despite an increase in our
floor plan interest rates.

         Note conversion expense of $0.2 million for the six months ended April
30, 2002, is the result of converting $0.3 million of a certain bridge financing
and a demand loan, including accrued interest, from an affiliate of a former
director and a former officer/director of ours at a per share conversion price
of $0.60. The market price of the our common stock at the conversion date was
$0.95. We issued 479,382 shares under the terms of the conversion. Only 302,767
shares would have been issued at the market price. The market value of the
additional 176,615 shares issued are recorded as a non-cash note conversion
expense. Note conversion expense of $1.4 million for the six months ended April
30, 2001, was the result of a required non-cash expense in connection with the
April 2001 conversions of seller notes into shares of the our common stock.
Seller notes with a principal balance of approximately $3.2 million were
converted into 912,000 shares of common stock valued at approximately $2.7
million ($0.5 million less than the carrying value of the debt). Since the terms
of the conversion were the result of a modification of the original conversion
terms that would have called for share issuance at a fixed price of $7.50 per
share, or 430,923 shares, we were required under SFAS No. 84, "Induced
Conversions of Convertible Debt," to record this non-cash expense charge equal
to the fair value of the incremental shares (481,077) issued.

         An income tax benefit of $1.7 million was recorded for the three and
six month periods ended April 30, 2002 compared to no benefit in the three
months ended April 30, 2001 and a benefit of $0.4 million recorded for the six
months ended April 30, 2001. As a result of the change in tax law (see Note 11
to condensed consolidated financial statements), we were able to carry back net
operating losses which were fully reserved with a valuation allowance.
Accordingly, we recorded an income tax benefit of $1.7 million to reflect the
change in our tax valuation allowance.

         In fiscal 2001, we recorded a $2.2 million charge for the cumulative
effect of a change in accounting principle resulting from the change in our
revenue recognition policy from adopting SAB 101, which defers recognizing
revenue on commissions received from placing indirect retail installment
contracts with indirect lenders and fees generated from the sale of credit life
insurance and also defers recognizing revenue from administrator obligor
extended warranty and service contracts until the 100% chargeback period has
lapsed.

LIQUIDITY AND CAPITAL RESOURCES

         Our cash needs are primarily to support operations, including
non-floored inventory for resale. Historically, we have met our cash needs with
cash on hand or occasional borrowings from former affiliates of our directors or
officers, and other non-affiliated third parties, in the form of bridge
financing. We intend to limit our use of this source of funding in the future
because the terms and expense of this type of short term lending do not fit
within our financing strategy. Our new and used inventories are financed by
floor plan credit facilities, which were significantly reduced in fiscal 2001
and further reduced in May 2002 and are currently being renegotiated.

         CASH FLOWS FROM OPERATIONS. During the six months ended April 30, 2002,
we had deficit cash flows from operations of approximately $4.5 million,
compared to deficit cash flows from operations of $1.1 million in the same
period in the prior year. This degradation in cash flows from operations is due
primarily to the lack of new inventory to generate sufficient sales to meet our
business plan and fund



                                       18
<PAGE>
operations coupled with our emphasis to move older units, which in some
instances resulted in negative cash flow after the repayment of floor plan
related liabilities and the utilization of $1.5 million in connection with our
payment of the Good Sam TM endorsement fee.

         CASH FLOWS FROM INVESTING. Investing activities for the six months
ended April 30, 2002 increased net cash of $0.7 million, compared to our net use
of cash of $0.8 million for the same period in the prior year. This improvement
resulted primarily through the receipt of proceeds from fixed asset sales and
the return of a portion of our restricted cash, due to a change in our
collateral requirements, which was used for financing activities.

         CASH FLOWS FROM FINANCING. Financing activities for the six months
ended April 30, 2002 provided net cash of $4.6 million as compared to $1.1
million for the same period in the prior year. The increase in the six months
ended April 30, 2002 was primarily due to the sale of Series A and Series AA-2
Preferred Stock for net proceeds of approximately $3.3 million and the proceeds
from a $1.6 million note payable to AGHI (see Note 5 to the condensed
consolidated financial statements).

         Net cash provided from all activities was $0.7 million, which increased
our cash and cash equivalents to $0.8 million from $0.1 million at October 31,
2001.

         WORKING CAPITAL. Working capital improved to a deficiency of $(1.2)
million at April 30, 2002 from a deficiency of $(1.4) million as of October 31,
2001, primarily due to the receipts of net proceeds from the Preferred Stock
issuance which were used to pay down certain current liabilities. These working
capital improvements were partially offset by the continued net operating losses
incurred for the six months ended April 30, 2002.

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

          PRINCIPAL LONG-TERM COMMITMENTS. As of April 30, 2002, our principal
long-term commitments consist of operating leases, notes payable and mandatorily
redeemable preferred stock.

         Our obligations and commitments to make future payments under contracts
consist principally of our floor plan financing, long-term debt, mandatorily
redeemable preferred stock and capital and operating lease commitments. The
following table sets forth our contractual commitments as of April 30, 2002:

<Table>
<Caption>
                                                              LESS THAN
CONTRACTUAL OBLIGATION                     TOTAL              ONE YEAR             1-3 YEARS        4-5 YEARS      AFTER 5 YEARS
----------------------                     -----             ----------            ---------        ---------      -------------
<S>                                        <C>               <C>                   <C>              <C>            <C>
Floorplan Financing                  $22,274,742          $22,274,742            $       --        $       --      $        --

Long Term Debt                        10,194,353            3,023,412               860,071           432,201        5,878,669

Mandatorily Redeemable
  Preferred Stock                      4,464,235                   --                    --                --        4,464,235

Capital Leases                           167,115               79,013                65,843            22,259               --

Operating Leases                       5,722,396            1,346,374             2,452,276         1,163,112          758,589
                                     -----------          -----------            ----------        ----------      -----------
TOTALS                               $42,822,841          $26,725,541            $3,378,190        $1,617,572      $11,101,493
                                     ===========          ===========            ==========        ==========      ===========
</Table>

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

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

         Our floor plan agreement with our primary lender expired on October 31,
2001. Subsequently, we continued to negotiate a new agreement, executing a
forbearance and amendment to the expired agreement through January 23, 2002
while negotiations continued. The primary floor plan lender continued the
forbearance through March 15, 2002 at which time we executed an amendment to the
expired agreement essentially under the same terms, lowering the maximum
borrowing to $20.0 million and adjusting the financial covenants based on our
fiscal 2002 business plan. The maximum borrowing was reduced again to $19.0 in
May 2002 as a result of our sale of our Tampa property, which served as
collateral for the floor plan with our primary lender. As of April 30, 2002, we
were not in compliance with certain financial covenants of the floor plan
financing agreement that was executed on March 15, 2002. Waivers were not
received for the non-compliance.

         We also negotiated an arrangement with another floor plan provider that
requested payment of the unpaid balance under its floor plan agreement in late
fiscal 2000 because of our poor performance and because it was no longer
providing floor plan financing to RV dealers. We are currently paying off the
outstanding balance, which was $1.5 million at April 30, 2002, through the sale
of units included in the

                                       19
<PAGE>
floor plan. In accordance with the terms of a memorandum of understanding dated
May 28, 2002 between us and the floor plan provider we anticipate concluding the
repayment of past due amounts in June 2002 and rolling the remaining balance
into a term note to be paid over a two-year period.

         Through June 13, 2002, we are currently in discussions with another
floor plan lender to consolidate all of our floor plan lending into one source
and to increase the amount of floor plan financing available to us. This will
allow for both continued support of our existing operations and future expansion
to meet our business plan objectives. However, we may not be able to obtain
sufficient alternative floor plan financing to meet our business plan
requirements.

         On March 18, 2002, AGHI loaned us $1.6 million in the form of a
one-year term loan. The loan has an interest rate of 20%, payable monthly, half
of which may be paid in stock at the discretion of our board of directors. If
certain specified events of default occur, as defined in the loan agreement, the
interest rate increases to 25%. As of April 30, 2002, the interest rate on the
note was 25% as we had not paid the interest due in April 2002. The note is a
non-amortizing loan due March 18, 2003. We also paid a $50,000 origination fee,
which is included in the note. The loan also calls for us to pay a fee equal to
10% of the loan balance 91 days and 181 days from origination. This fee can be
paid in the form of stock with approval from our Board of Directors. The loan
is secured by a lien against our assets. Subject to stockholder approval, we
expect to issue a warrant to purchase 1,800,000 shares of our common stock
exercisable at $0.50 per share with a term of five years.

         GOING CONCERN. There is continued uncertainty regarding the status of
our arrangement with our primary floor plan lender and our ability to obtain
sufficient alternative floor plan financing to meet our business needs in the
remainder of fiscal year 2002. As of April 20, 2002, we were not in compliance
with certain financial covenants of our primary floor plan financing agreement
and we had not received a waiver. We also incurred net losses of $18.0 million,
$3.2 million and $4.3 million in fiscal 2001, 2000 and for the six month period
ended April 30, 2002, respectively, and incurred net cash outflows from
operations of approximately $2.5 million, $0.6 million and $4.5 million,
respectively.  Additionally, as of April 30, 2002, we were not in compliance
with certain listing requirement of Nasdaq. These circumstances raise
substantial doubt about our ability to continue as a going concern. While
management believes that operating performance will improve in the remainder of
fiscal year 2002, provided that sufficient floor plan funding is available, we
may require additional funding to cover operating deficits. Management further
believes that additional financing will be made available to support our
liquidity requirements including the receipt of a 2.2 million tax refund and
that certain costs and expenditures could be reduced further should any needed
additional funding not be available. Failure to generate sufficient revenues,
raise additional capital or continue to restrain discretionary spending could
have a material adverse effect on our ability to continue as a going concern and
to achieve our intended business objectives.

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

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

CRITICAL ACCOUNTING POLICIES

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



                                       20
<PAGE>
INVENTORY VALUATION

         We record the purchase of used RV and marine products based on the cost
to acquire the units. Trade-ins are recorded at their fair market value at the
time the trade-in is received on a unit sold. Estimating the fair market value
of used RV and marine products is a dynamic process that depends on several
factors, including general economic conditions and supply and demand for new and
used RV and marine products, and may require downward adjustments to be
recognized in future periods. Periodically, used inventory units are reviewed
and compared to the N.A.D.A. Recreation Vehicle Appraisal Guide or other
wholesale auction values to determine whether market declines have occurred
since the unit was placed into inventory. For any unit whose book value is
greater than the indicative market value, the carrying cost is adjusted as
required to properly value it at the lower of cost or market value. As
previously mentioned, overstocked conditions attributable to a number of factors
and general economic conditions could also cause inventory write-downs. Failure
to properly manage both new and used RV and marine products could result in
inventory write-down adjustments that could, in turn, have a material adverse
impact on our financial condition and results of operations.



                                       21
<PAGE>

EQUITY-BASED COMPENSATION

         We account for equity instruments issued to non-employees in accordance
with the provisions of SFAS No. 123 and Emerging Issues Task Force ("EITF")
Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services"
and EITF 01-01, "Accounting for Convertible Instruments Granted or Issued to a
Nonemployee for Goods or Services or a Combination of Goods or Services and
Cash." All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument issued, whichever is more reliably measurable. The measurement date
of the fair value of the equity instrument issued is the earlier of the date on
which the counterparty's performance is complete or the date on which it is
probable that performance will occur.

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         FOREIGN EXCHANGE. To date, our revenue from operations have exclusively
been denominated in United States dollars. The recreational vehicle and boat
products that we have sold to date have been priced in United States dollars and
all our sales in fiscal years 2000, 2001 and 2002 have been denominated in




                                       22
<PAGE>

United States dollars. In the future, we may acquire recreational vehicle or
boat products that are priced in currencies other than the United States dollar
and we may expand sales operations outside the United States. If either of these
events occurs, fluctuations in the values of the respective currencies in which
we purchase or sell our products could adversely affect us. Due to the
constantly changing currency exposures and the volatility of currency exchange
rates, there can be no assurance that we would not experience currency losses in
the future, nor can we predict the effect of exchange rate fluctuations upon
future operating results. If we conduct transactions in currencies other than
the United States dollar, management intends to carefully evaluate its currency
management policies. If management deems it appropriate, we may consider hedging
a portion of a currency exposure in the future.

          INTEREST RATES: We invest our surplus cash in financial instruments
consisting principally of overnight bank repurchase agreements with fixed rates
of interest. Investments in both fixed rate and floating rate interest earning
instruments carry a degree of interest rate risk. Fixed rate securities may have
their fair market value adversely impacted due to a rise in interest rates,
while floating rate securities may produce less income than expected if interest
rates fall. Our overnight repurchase investments have some of the
characteristics of floating rate securities, because 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.

         We have variable floor plan notes payable that subjects us to market
risk exposure. At April 30, 2002, we had a maximum of $27.0 million available
under floor plan contracts with $22.3 million outstanding. During the six months
ended April 30, 2002, the maximum floor plan amount outstanding at any month end
was $28.7 million and the average floor plan outstanding for the six months
ended April 30, 2002 was $24.7 million. The weighted average interest during the
six months ended April 30, 2002 was 9.0%. A hypothetical increase or decrease in
the floor plan interest of 10% would impact operations annually by approximately
$0.2 million. This is based on the assumption that our inventory and debt levels
remain the same for the year.

                                     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

         In January 2002, we sold 200 units of our securities for a total of $2
million. Each unit consisted of 100 shares of Series A Preferred Stock and a
warrant to purchase 5,000 shares of common stock. The units were sold to
accredited investors in a private placement in reliance on Section 4(2) and Rule
506 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

         In March 2002, we sold 150 units of our securities for a total of $1.5
million. Each unit consisted of 100 shares of Series AA-2 Preferred Stock and a
warrant to purchase 5,000 shares of common stock. The units were sold to an
accredited investor in a private placement in reliance on Section 4(2) and Rule
506 of the Exchange Act.



                                       23
<PAGE>
ITEM 6. REPORTS ON FORM 8-K

1.  Current Report on Form 8-K dated April 29, 2002
2.  Current Report on Form 8-K dated June 10, 2002.


EXHIBITS

Exhibit I              Sales Contract for Transfer Property






                                       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.



June __, 2002                          /s/ Marcus A. Lemonis
                                       -----------------------------------------
                                       Chairman of the Board of Directors,
                                       President and Chief Executive Officer



June __, 2002                          /s/ Anthony D. Borzillo
                                       -----------------------------------------
                                       Vice President and Chief Financial
                                       Officer (Principle Accounting Officer)






                                       25