FORM 10-KSB/A-1

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 2001.

Commission file number 0-19949

iRV, Inc.(Exact Name of Registrant as Specific in its Charter)

| | Colorado               (State or other jurisdiction of 
incorporation or organization) | 84-1153522                    IRS Employer -Identification Number
| | -------------------------------------------------------------------------------------- | -----------------------------------------------------------------

c/o Bradley-Alison Smith, CFO
iRV, Inc.
5373 North Union Blvd., Suite 100Colorado Springs, CO                   80918(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:719 590-4900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class         Name of each exchange on which registered

None                           None

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

Common Stock - $.001 Par Value
(Title of class)

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

The Issuer's revenues for the fiscal year ended March 31, 2001 were $3,809,675.  As of March 31, 2001, the aggregate market value of the Common Stock of the Issuer based upon the average bid
and asked prices of such Common Stock was approximately $1,054,469. As of March 31, 2001, 8,435,756 shares of Common Stock of the Issuer were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant incorporates by this reference the following:

PART IV -- EXHIBITS

Forward-Looking Statements

In addition to historical information, this Annual Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and is thus
prospective.  The forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.  Factors that might cause such a difference include,
but are not limited to, competitive pressures, changing economic conditions such as changes in gasoline prices and the fluctuation of interest rates, popularity of product lines, the success of the Company's efforts in identifying and entering into an
agreement with an acquisition or merger candidate, and other items that iRV, Inc. discusses in the Management Discussion and Analysis Section of this document.  Readers are cautioned not to place undue reliance on these forward-looking statements, which
reflect only management's opinions.  iRV, Inc. does not have any obligation to revise these forward-looking statement to reflect subsequent events or circumstances. Readers should refer to and carefully review the information future documents the Company
files with the Securities and Exchange Commission.

Part I

Item 1.  Description of Business

Background

iRV, Inc. (OTC BB: IRVV) is a development stage company that was formed by the merger of iRV, Inc. into The Southshore Corporation, that subsequently changed its name to iRV, Inc.

iRV, Inc. was a privately owned Colorado corporation that was formed in July 1999.  iRV, Inc. completed a $600,000 private placement in November 1999.   iRV, Inc. was initially formed in order to capitalize on the new economy's synergy
between the Internet and traditional brick and mortar companies in an industry that had been slow to incorporate the Internet into many facets of its business.   iRV, Inc. was engaged in developing an Internet Web site for RV enthusiasts and acquiring RV
dealerships throughout the nation.

The effective date of the merger transaction between Southshore Acquisition Company and iRV, Inc. was February 2, 2000.  On this date the shareholders of iRV, Inc. received one (1) share of the common stock of The Southshore Company
for each share of iRV, Inc. common stock owned.  The number of outstanding shares of The Southshore Company increased from 2,610,470 to 8,110,470.  The 5,100,000 shares of The Southshore Company's stock issued to the former shareholders of iRV, Inc.
represented, immediately after their issuance, 62.9% of the total issued and outstanding shares of The Southshore Corporation's common stock following the merger.   This reorganization was accounted for as though it were a re-capitalization of the Company
and a sale of shares by the Company in exchange for the net assets off The Southshore Corporation.

Overview

iRV, Inc. has two wholly owned subsidiaries:  iRV.com, Inc. and iRV Dealerships, Inc.  iRV.com, Inc. operates the Internet Web site for RV enthusiasts and iRV Dealerships acquires and operates RV dealerships.

IRV.com, Inc.

iRV.com, Inc. developed and launched a Web site for RV enthusiasts at www.irv.com.   The Web site went live in February 2000.  The initial phase of the Web site allowed consumers to purchase RVs
from dealers across the nation.  However, as with other Web sites that offered consumers the ability to purchase large consumer goods via the Internet, we found that consumer used our Web site mainly to gain product and competitive pricing information.
And, then, the consumer wanted to actually go to a RV dealer and physically touch the unit and test drive it prior to making a decision on what unit to buy.  Therefore, the Web site's current format offers consumers information on the RV industry,
including the name and addresses of dealers that understand the importance of offering the consumer a good price value, but does not offer the consumer the ability to actually purchase an RV through our Web site.

iRV Dealerships, Inc.

Due to the fragmentation of the  RV industry we believe that there is an opportunity to purchase multiple dealerships throughout the nation and offer RV customers recognizable consistency in service throughout the nation as well as
operational economies of scale for iRV, Inc.  Presently, there are approximately 3,000 dealerships throughout the nation and  39% of these dealerships' revenues are under $1,000,000 annually while only 8% of dealers had sales of over $10 million.

iRV, Inc., through a wholly owned subsidiary, iRV - Knoxville, Inc. ,  acquired and operates an RV dealership in Knoxville, TN located on the intersection of I-40 & I 75.

We have identified and evaluated numerous other dealerships but have not completed any additional transactions.  While we continue to evaluate acquisition opportunities, as of the date of this report there exist no agreements,
arrangements, or understandings with respect to any material acquisition or merger.

Recreational Vehicle Industry

Until last year, the industry has been in a growth mode for numerous years.   And, the long-term outlook continues to be positive.  However, the recent softening of the economy, higher interest rates a year ago, and high gasoline
prices have all contributed to slower RV sales.  As the CEO of Fleetwood Enterprises stated, "RV sales have tended to be a leading economic indicator, and sales started to fall off immediately after the stock market began to show signs of weakness."
Fleetwood Enterprises reported a 42% decline this year vs. last year.  The Chairman of Monaco Coach Corporation explained his company's year end results by stating, "many challenging economic factors continue to impact our industry."    There are nearly
200 manufacturers and approximately 3,000 dealerships in The United States.  The top ten manufacturers represent 86% of
motor home sales and 77% of towable sales.  However, at the dealership level, ownership is very fragmented with no single dealership controlling a significant portion of the business.

There are two primary categories of RV's:  motorized and towables .  There are three major styles of motorized vehicles: Class A, B, and C.  Class A vehicles represent the largest type and look like a bus to the average person.  They
sit on a specially designed chassis equipped with either a gasoline or diesel engine.  The Class B units are modified vans commonly referred to as
'conversion vans' that contain temporary living quarters, and the Class C vehicles are scaled down models of the Class A vehicles that are built on a truck or van chassis.  They are easily identifiable by the hood extension that wraps over the driving
cab.   Towables include pop-up trailers, folding tent trailers, travel trailers, tailgaters, and fifth wheels.  Towable units are typically less expensive than motorized RVs.  However, the towable category offers RVers the opportunity for greater gas
mileage the ability to simply disconnect the towed vehicle at a campsite.

Sales of Class A motor homes represent about one in ten units sold, however, they account for nearly half of the industry's sales in terms of dollars.   Presently, 8.6 million families, or one out of 10 families in the United States
owns an RV.   The demographics of a RV owner is changing; owners are getting younger.  The average owner is only 48 years old, owns their own home, and has a family income of $47,000. The changing demographics of the United States bode well for the RV
industry.  The growing up of the baby-boomers mirrors the increase in RV sales.  The present Tax Code is favorable to certain RV owners.   The interest portion of an RV monthly payment may be deductible since an RV may be considered a second residence, a
traveling vacation home.

The most recent advertising campaign by the Recreation Vehicle Industry Association (RVIA) entitled "Go RVing" targets families with children.  Families with children appreciate the convenience, comfort, and economical aspects of
traveling by RV.  The marketing campaign promotes the benefits of
RVing in general interest publications such as Sunset and Country Home in addition to the tradition RV publications.  The campaign also includes TV commercials during NFL football, NASCAR events, and blockbuster movies.   Also, the Go
RVing campaign is promoted on various Internet sites including Yahoo.com and
Weather.com.

High levels of consumer confidence and increased discretionary income have contributed to the substantial increase in RV sales.  These factors combined with the positive demographic trend make the outlook for RV sales a positive
long-term one.  However, the combination of the softening of the economy and gas price increases may cause some owners to temporarily postpone upgrading to a newer RV, thus lengthening the historical 2.6 replacement cycle.   These factors may also
influence, the product mix sold by manufactures and dealers in favor of lower priced, towable units.

Item 2.  Description of Properties

The corporate office is located in Colorado Springs, Colorado.  iRV, Inc. occupies office space on a temporary basis from an affiliated party.  The facilities include individual offices and a conference room.  The iRV.com, Inc.
subsidiary also occupies this office.  Since the office space is provided without cost our independent auditor required us to increase rent expense by $44,000 and increase additional-paid-in-capital by an equivalent amount.   This amount was determined by
comparing our former office space that we actually leased.

iRV, Inc. leased a residence and furniture on a temporary basis for an officer of the Company under a non-cancelable operating lease.  The lease required monthly payments of $1,700 and expired in May 2000.

iRV, Inc., through iRV - Knoxville, Inc., leases two separate, yet adjoining, parcels of land.  The facilities include a building used as a service center and a gravel lot that we have placed temporary buildings used as sales offices.
The total facility occupies approximately five acres.  The lease expires February 28, 2007 and has two 5-year extensions available.  Also, in Knoxville, the dealership leases temporary housing facilities on a month-to-month basis for its general manager.

Item 3.  Legal Proceedings

We are presently not party to any legal proceedings.  However, we have been notified that the previous owners of the RV dealership located where our dealership is presently located, whom we acquired certain assets and liabilities,
believe that there exists an issue concerning the payment of certain liabilities.

In a contract amendment iRV, Inc. agreed to pay a greater monthly payment for the use of two RVs used as rental units than originally agreed.  Unfortunately, due to the lack of cash the Company has only been able to meet its initial
obligation.

Item 4.  Submission of Matters to a Vote of Security Holders

None

PART II:

Item 5.  Market for Common Equity and Related Stockholder Matters

The outstanding shares of the Company's common stock trade on the over-the-counter bulletin board.  This exchange is an electronic exchange.

The following table summarizes the reported high and low bid and ask prices for the Company's Common Stock for the period April 1, 2000 through March 31, 2001.  Since the quotations do not include commissions or the amounts that a
dealer may mark-up or markdown the stock in a particular transaction, quotations may not accurately reflect the actual transactions that were completed during the fiscal year.

|Fiscal 2000        | High   | Low  
|------------------ | ------ | -----
|June 30, 1999      | .125   | .0625
|September 30, 1999 | .375   | .07  
|December 31, 1999  | 2.875  | .25  
|March 31, 2000     | 4.6875 | 2.75 
|Fiscal 2001        | High   | Low  
|June 30, 2000      | 1.125  | .88  
|September 30, 2000 | .375   | .3125
|December, 31, 2000 | .125   | .125 
|March 31, 2001     | .15    | .125 

As of March 2001 iRV, Inc. had 138 shareholders of record.  However, since information on certain brokerage house clients is unavailable, we believe the actual number of individual shareholders exceeds 500.

Dividend Policy

iRV, Inc. has never paid dividends on its common stock, and its Board of Directors does not plan on issuing any dividends in the foreseeable future.

Item 6.  Management's Discussion and Analysis or Plan of Operations

Overview

Since the Company was initially founded in order to take advantage of the synergy between the Internet, as a new and more efficient method of selling RVs, and the traditional method of selling RVs at brick and mortar dealerships, we
initially focused on the development of our Web site.  However, the traditional method of selling RVs has continued to be successful and the past year has proved harsh to Internet based businesses.  Therefore, we adjusted our focus to concentrate on the
development of our RV dealership in Knoxville, TN.    The main focus during this fiscal year was the development of operational principles at the dealership in the areas of

| | * | product mix,                                                                          
| | - | --------------------------------------------------------------------------------------
| | * | inventory control,                                                                    
| | * | proper staffing based on seasonality,                                                 
| | * | advertising programs,                                                                 
| | * | and accounting procedures in order to provide the foundation for future profitability.

The Company has incurred losses since commencing operations and as of March 31, 2001, we had an accumulated deficit of $(3,564,799).  Many of these losses were incurred at the corporate level and are non-cash expenses.  We have yet to
achieve profitability since inception.  We expect to continue to explore and complete either additional acquisitions or mergers either within the RV industry or outside the industry.    Presently, members of the Board, or its representatives, are actively
pursuing various opportunities.

We expect to continue to incur losses until we obtain sales levels sufficient to support our operational costs.  Additionally, external factors such as interest rates and fuel costs, have a substantial impact on our sales.  The
increased cost of fuel has had a negative impact on RV sales.

We derive 100% of our revenues from the sale, service, storage, and rental of RVs and their associated parts and warranties.  The RV inventory that the dealership maintains is either financed by Deutsche Financial Services, at 1% above
the prime rate for new units and 2% above prime for used units, or wholly owned by iRV - Knoxville, Inc.   The wholesale floor financing line arranged is in the amount of $2,000,000.  75% of the amount is available for the purchase of new RVs while 25% of
this credit line is available to finance previously owned RVs.   As of March 31, 2001, the Company owed Deutsche Financial Services $1,482,351 for new RVs and $90,312 for used RVs.   Of these amounts, we were in default on repaying $296,3000 to Deutsche
Financial Services for units that were sold in the month of March for which we did not have the sufficient cash to pay for these units.

As part of the dealership's agreement with Deutsche Financial Services, The Rockies Fund (the "Fund"), the Company's sole source of additional capital funding, provided a $100,000 certificate of deposit to obtain a Letter of Credit on
iRV's behalf starting March 2001.  This amount represented a reduction of $200,000 in the required certificate of deposit from the previous fiscal year required to secure a Letter of Credit.    The Letter of Credit is necessary for us to maintain the
wholesale floor financing contract.   In addition The Rockies Fund guaranteed any delinquencies that might arise from the dealership in relation to Deutsch Financial Services.  In exchange for these commitments The Rockies Fund receives 2,500 warrants
each month.  The warrants have an exercise price of $2.00.  As of March 31, 2001 the Fund has received 32,500 warrants.

We incur cost of sales that consist of our cost of RVs that we purchase.  We have achieved a gross profit margin of approximately 17%.  We will continue to improve this profit margin in order to reach profitability.  This number
includes all variable costs associated with the sales of RVs.  Our gross profit has increased 2 percentage points between the initial quarter of the fiscal year and the entire year.

We incur sales and marketing expense that consist primarily of tradeshow expenses, advertising through the newspaper, radio, or billboards.  In addition we have found off-site events to be successful in attracting new customers.  We
will continue to explore new methods of advertising in order to attract new customers.

We incurred general and administrative expenses consisting primarily of expenses for interest, salaries, and professional fees.  Our dealership incurs substantially higher cash needs as a subsidiary of a public company than as a
privately owned RV dealership.

Results of Operations

Period April 1, 2000 through March 31, 2001

Revenue and expenses cannot be accurately compared between the prior reporting period and the fiscal year ending March 31, 2001.  The prior period, ending March 31, 2000 did not represent a 12-month reporting period.

RV Sales and Service.  Sales for the year were $3,809,675.  The majority of these sales were directly related to the sales of RVs.   Approximately 25% of these sales were related to the sales of previously owned RVs.  No
customer accounted for more than 10% of our revenues.

Cost of RV Sales and Service.  Cost of sales and service were $3,160,119.  The majority of this cost was related to the purchase of RVs. The gross profit achieved in the sale of old-aged units acquired from the owners of the RV
dealership previously located at our facility was substantially lower than attained in the sale of new units or previously owned units acquired through trades.

Stock Compensation Expense.  Stock issuance expense was $344,956.  This was in relation to multiple transactions.

| | * | In May, 2000 when the Company and its former president reached a separation agreement stock issuance expenses in the amount of $273,000 were recorded.  The former president was issued 50,000 shares of restricted common stock and a
stock expense of $56,000 was recorded, a shareholder arranged for the issuance of 100,000 shares of freely trading common stock to be issued to the former president and an expense of $112,000 was recorded, and the shareholder was issued 140,000 shares of
restricted common stock for arranging the stock transfer and a stock expense of $105,000 was recorded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | In June 2000 the general manager of the dealership was granted 10,000 shares of restricted stock and a stock expense was recorded in the amount of $7,500.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | * | In September 30,000 shares of restricted stock was issued to one of the former owners of the dealership that previously operated at our existing location and stock options to the other two partners.  Each received 10,000 options at a
strike price of $1.00.  A stock expense in the amount of $6,000 was recorded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | * | In December 2000 a stock expense in the amount of $55,480 was recorded when creditors converted debt, that totaled, $556,665 plus its associated accrued interest in the amount of $32,403, into 145,723 shares of Class A Preferred Stock
that is convertible.   The preferred stock is convertible into 1,457,230 shares of iRV, Inc. common stock.  According to the debt conversion agreements, all preferred stock must be converted prior to November 30, 2005.  The stated value of each share of
preferred stock is $1.50 while the par value is $.01.  As of June 30, 2001 none of the preferred stock has been converted into common stock.  The Rockies Fund converted $426,803 plus its associated interested into 100,000 shares of Preferred Stock,
Nanette Goldberg converted $100,000 plus interest into 23,888 shares of Preferred Stock, Marco Foods converted its debt into 635 shares of Preferred Stock, and Clifford L. Neuman converted $30,000 plus interest into 21,200 shares of Class A Preferred
Stock.  Mr. Neuman has subsequently sold his Preferred Stock in a private transaction.
| | * | In January 2001 the Company's legal counsel converted the unpaid portion of its legal fees, $71,434 into 595,286 shares of restricted stock.  A stock expense of $2,976 was recorded since the conversion price was below the market value
of the common stock, $.125, as recorded in January
2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

General and Administrative.  General and administrative costs were  $692,209.

Consulting.  Consulting expenses were $85,064.  These consisted of payments to multiple outside consultants including an officer and stockholder to assist with the severance package negotiations between the Company and its
former president and potential acquisitions.  All of this expense is associated with the corporate office.

Travel and Entertainment.  Travel and entertainment expense totaled  $30,867.  This consists of travel to potential acquisitions, costs associated with employee relocation, costs associated with travel for the dealership's
general manger between the dealership and his residence, and travel to annual trade shows.

Sales and Marketing.  In order to increase its customer base the dealership used different methods of marketing including newspaper, direct mail, radio, and the dealership has an annual contract for a large billboard above the
dealership on the Interstate highway.  In addition the dealership participated in multiple off-premise events including a major trade show in January.  Total marketing costs for the year were $203,128.

Rent.  This expense includes rent for the dealership's sales and service locations, the sales' offices located at the dealership, temporary housing for employees, and rent associated with the corporate offices during the initial
part of the fiscal year.    Total expense was  $147,355.  $44,000 of this expense was a non-cash expense since we receive office space at no charge from a related party.

Impairment.  We wrote down the remaining carrying value of the goodwill which was recorded in the acquisition of Coach & Campers of Knoxville and the carrying value of the domain names that were purchased in the prior fiscal
year.  We determined that with the continuing losses from operations, the fact that we were in default with our primary lending source, and the fact that we are unable to pay our creditors in the ordinary course of business, that there is substantial
doubt about our ability to continue in existence as a going concern.  Accordingly, we felt that an impairment of these assets had occurred.

Interest.  Interest expense has increased substantially from 2000 as the level of RV units financed has increased.

Income Taxes

We use the asset and liability method of accounting for income taxes as prescribed by Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes.  At March 31, 2001 we had a net operating loss carry forward of
approximately 1,400,000 to be used to offset any future income through 2015.  We believe the utilization of the carry forward may be limited by the Internal Revenue Code Section 382 relating to certain changes in ownership that occurred when we merged
with The Southshore Corporation.  We have not recorded a deferred tax benefit for the net operating loss carry forward.

Liquidity and Capital Resources

Since our inception we have financed our operations through the sale of common stock, loans from related parties, increased wholesale floor financing through Deutsche Financial Services, and the gross profit of selling RVs.  During
this past period the operations were financed by additional loans from related parties in the amount of $438, 665.

Net cash used in operations was $(1,161,758).   60.3%, or $(700,756) of this amount is related to the increase in RV inventory.   This figure should be viewed in conjunction with the increase in floor financing and payments in floor
financing during the fiscal year.

The dealership turned its inventory in excess of four times during the year.  Industry target is four inventory turns during a fiscal year.  One of the major goals for the dealership during the past year was to eliminate old-aged
product.  As of June 2001, all units classified as new, except one, were either model year 2001 or model year 2002.

We purchased $24,980 in new property and equipment and received a deposit refund in the amount of $16,000.

Net cash provided by financing activities was $1,272,135.    The increase in our use of wholesale floor financing through Deutsche Financial Services between March 31, 2000 and March 31, 2001 was $892,854.   As of March 31, 2001, we
were in default in the amount of  $296,300 to Deutsche Financial Services for units sold in March for which we were unable to remit payment.

Non-cash events provided the restructuring of debt into equity.  Debt to major investors was reduced during the period due to exchange of long-term debt into Class A Preferred Series stock.   Notes Payable in the amount of $556,665 and
its associated accrued interest in the amount of $32,403 were converted into equity.   We issued 145,723 shares of our Class A Redeemable Preferred Stock to four different creditors.   The stated value of the Preferred Stock is $1.50 per share.  The
preferred stock carries a cumulative dividend rate of 8%. Each share of preferred stock is convertible into 10 shares of common stock while the stock has a convertible value of $.15 per share of common stock.  The holders of the preferred stock can
convert their shares into shares of our common stock at any time; however, we must redeem any outstanding preferred shares by December 2005.  As of June 30,2001 no preferred stock had been converted into common stock.

In addition, the Company's legal counsel converted the unpaid portion of its legal bill into 595,286 shares of common stock in January 2001.  Therefore, accounts payable was reduced by an additional $71,434.

Also, members of the Board of Directors forgave $4,500 in income earned associated with Board meetings during the period.  Therefore, debt was reduced by $4,500 and additional-paid-in-capital increased by an equal amount.

As of March 31, 2001 we wrote down the goodwill on our balance sheet associated with the purchase of certain assets when we purchased them a year ago in relation to the RV dealership in Knoxville, TN.  Also, we reduced the value of
marketable securities based on the FMV on these securities, and finally we wrote-off the value of our intangible asset, our domain name.  All of these transactions were non-cash transactions.

As of March 31, 2001 we had cash and cash equivalents of $130,232 on hand.   We had receivables of  $30,838 that consisted of funding receivable from lending institutions for units sold or notes receivables from customers.  All of the
amounts due from customers have since been paid.

We do not believe that our cash resources are sufficient to fund our anticipated working capital and capital expenditures for the next twelve months.  We will need to obtain additional equity capital or additional financing.  Because
of this uncertainty, our independent auditor qualified their report sighting a substantial concern about our ability to continue as a going concern.  We have not made any adjustments to our financial statements to reflect the possible future effects on
the recoverability and classification of assets or the amounts and classifications of liabilities that might result from the outcome of this uncertainty.

Quantitative and Qualitative Disclosures About Market Risk

At March 31, 2001 we had floor financing due to Deutsche Financial Services in the amount of $1,572,663 and notes payable in the amount of $113,641.  The interest rate that we pay Deutsche is prime plus 1% for financed new units and 2%
for financed used units and up to 10% for the notes payable.  We continue to be in default with respect to our floor financing agreement.  The notes payable represent the debt associated with the two units that the dealership uses in its rental program.
We may incur additional debt in the future.  A change in interest rates would not affect our obligations with respect to the notes payable.  However, an increase in interest rates would cause us to pay additional interest expense for our floor financing
that would decrease our profitability.

Recent Accounting Pronouncements

In June 1998, the Financial Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," that is effective, as amended, for all fiscal quarter of fiscal
years beginning after June 15, 2000.  This statement establishes accounting and reporting standards for derivative instruments, including some securities.  We presently have no transactions that are affected by this pronouncement.

Forward Looking Statements and Risk Factors

This Annual Report on Form 10-KSB includes forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward looking statements which reflect our current views with respect to future
events and financial performance. The words "believe," "project," "anticipates," "estimates," "expects," "most likely," "intends" and similar expressions identify forward looking statements.

Any forward looking statements made by or on our behalf 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 below. Though we have attempted to list the factors we believe to be important to our business, other factors may prove to be important in affecting our results of operations.  New factors emerge from time to time and it is
not possible for management to predict all of such factors, nor can it assess the impact of each such 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 our view as of the date the statement was made.  We undertake no obligation to publicly update or revise any forward
looking statements, whether as a result of new information, future events, or otherwise.

Due to Our Limited Operating History It Is Difficult to Predict Our Future Operating Results

Due to our limited operating history it is difficult or impossible to predict future results of operations.  For example, we cannot forecast operating expenses based on our historical results because we have only completed one full
year of operations.

We Have a History of Operating Losses and May Continue to Incur Operating Losses

We have incurred operating losses since our inception.  Such losses are attributed to initial costs of starting a business, expenditures made in developing corporate relationships and in building our Web site.   We also
underestimated the acquisition cost of the RV dealership in Knoxville.  Finally, our settlement with the company's former president was not anticipated.  We continue to incur expenses in excess of our operating revenues.  We anticipate that future losses
will occur and there can be no assurance that we will generate profitable operations in the future.

We Are Affected by General Economic Conditions and Our Sales Are Interest Rate Sensitive

Our sales are affected by general economic conditions, including employment rates, prevailing interest rates, inflation, and other economic conditions affecting disposable consumer income generally.  Weakness in the economy could have
a material adverse effect on our business.  The majority of our customers purchasing vehicles finance their purchase. Increases in consumer interest rates could have an adverse effect on our ability to sell vehicles.  Furthermore, a general increase in
commercial interest rates would increase the rates paid by us on our floor plan contracts, thereby adversely affecting our operating income.

We Depend on Strong Sales in Our Second Fiscal Quarter

Our business, and the recreational vehicle industry in general, is very seasonal.  Our strongest sales period begins in April, because many recreation vehicle shows are held in that month.  Strong sales demand continues from April
through the summer months.  Our sales are generally much lower in the quarter ending December 31. Because of the difference in sales in the warm spring and summer months versus the cold fall and winter months, if our sales in the months of April through
October are significantly lower than we expect, we may not earn profits or we may lose money and have a net loss. This experience may materially and adversely effected
us.

We Rely on Several Key Manufacturers for Almost All of Our Inventory Purchases

Our success depends, to a significant extent, on continued relationships with five major manufacturers from which we purchase nearly all of our new products - Vanguard, Sunline, Keystone, Georgie Boy, and Forest River.  Cancellation or
modification of the dealer agreements with these two manufacturers could have material adverse effect on our revenue.  However, the loss of all the brands sold by these major manufacturers is highly unlikely.   Dealer representation decisions for
manufacturer brands are made at the manufacturer's plants on a brand-by-brand basis, rather than centrally at each respective manufacturers corporate headquarters. We currently purchase over ten brands of RVs from the five manufacturers.

We May Not Be Able to Respond Effectively to the Significant Competition We Face

We operate in very competitive conditions.  We must compete generally with other businesses trying to sell discretionary consumer products and also face intense competition from other recreation vehicle dealers for customers, quality
products, store locations and RV show space. We rely heavily on RV shows to generate sales. If we are limited in or prevented from participating in RV shows in our markets or in markets we are targeting, this limited participation could have a negative
effect on us.

Within our industry, our main competitors are single-and-multiple location RV dealers.  We compete with other dealers based on the quality of available products, the price and value of the products and customer service.  To a lesser
extent, we also compete with national specialty RV stores, catalog retailers, sporting good stores and mass merchants, especially with respect to parts and accessories.   Some of our competitors, especially those that sell RV accessories, are large
national or regional chains that have substantially greater financial, marketing and other resources than we do.

We May Issue Additional Securities in Connection with Acquisitions That May Dilute Our Current Shareholders and Impact Our Earnings per Share

If we choose to finance future acquisitions in whole or in part through the issuance of common stock or debt instruments convertible into our common stock, our existing shareholders could experience dilution and our earnings per share
could also be impacted by the issuance of additional shares of capital stock in connection with those acquisitions.

In the Past We Have Been Dependent Upon a Single Source for Our Working Capital

In the past, we have relied upon loans from The Rockies Fund, Inc.  in order to satisfy our working capital requirements.  If we continue to generate operating losses, our reliance upon The Rockies Fund or some alternative source of
working capital will continue.  We have no long-term commitment from The Rockies Fund to continue to extend us credit, and we have no commitment, understanding or arrangement with any other party to provide us with the working capital that we will need.
If we are able to obtain additional working capital, it may be upon terms that are unfavorable to our current shareholders.  If we are unable to obtain working capital, we may be unable to continue as a going concern.

If Our Products Are Defective, We Could Be Sued

Because we sell and service RVs, motors and other RV equipment, we may be exposed to lawsuits for personal injury and property damage if any of our products are defective and cause personal injuries or property damage. Manufacturers
that we purchase product from generally maintain product and general liability insurance and we carry third-party product liability insurance. We have avoided any significant liability for these risks in the past. However, if a situation arises in which a
claim is not covered under our insurance policy or is covered under our policy but exceeds the policy limits, it could have a significant and material adverse effect on our financial condition.

Our Stock Price May Be Volatile

The price of our common stock may be highly volatile for several reasons.  First, a limited number of shares of our stock are owned by the public.  This may affect trading patterns which generally occur when a greater number of shares
are traded. Second, the quarterly variations in our operating results, as discussed above, may result in the increase or decrease of our stock price.   Third, independent parties may release information regarding pending legislation, analysts' estimates
or general economic or market conditions that affect the price of our stock. Also, our stock price may be affected by the demand and the market performance of small capitalization stocks. Any of these situations may have a significant effect on the price
of our common stock or our ability to raise additional equity.

If Our Operations Grow, Our Services Will Depend on Effective And Centralized Management

If we are able to complete more acquisitions, our revenue will be derived from geographically widespread dealerships making it difficult for our top management to have a presence in all the dealerships on a regular basis.  As a
result, we will be highly dependent upon each dealership's management for the on-going operation of each respective center.  Turnover of managerial personnel at any center usually has an adverse effect on the sales and profitability of the center.
Turnover of managerial personnel at several of our centers could have a material adverse effect on our sales and profitability.

Our Sales Are Dependent on Fuel Pricing and Availability

Our business is automotive in nature and as such is dependent upon the availability of fuel.  A decrease in the availability of gasoline and our inability to convert our vehicles to alternative fuels could have a material adverse
effect on our business.  Historically, increases in the price of gasoline have not had a material impact on our business, as long as there was no concurrent decline in availability.  However, future significant increases in the price of gasoline or
decreases in availability would have a material effect on our business.

Our Operations Are Subject to Extensive Regulation, Supervision, and Licensing under Various Federal, State, and Local Statutes, Ordinances, and Regulations

While we believe that we maintain all requisite licenses and permits and are in compliance with all applicable federal, state, and local regulations, there can be no assurance that we will be able to maintain all requisite licenses and
permits. The failure to satisfy those and other regulatory requirements could have a material adverse effect on our business, financial condition, and results of operations. The adoption of more stringent statutes and regulations, changes in the
interpretation of existing statutes and regulations, or our entrance into jurisdictions with more stringent regulatory requirements could curtail some of our operations, deny us the opportunity to operate in certain locations, or restrict products or
services offered by us. Various federal, state, and local regulatory agencies, including the Occupational Safety and Health Administration, the United States Environmental Protection Agency, and similar federal and local agencies, have jurisdiction over
the operation of our dealerships, repair facilities, and other operations with respect to matters such as consumer protection, workers' safety, and laws regarding protection of the environment, including air, water, and soil.

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

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

We do not believe we have any material environmental liabilities or that compliance with environmental laws, ordinances, and regulations will, individually or in the aggregate, have a material adverse effect on us.  We may in the
future be required to remedy soil contamination, or remove aboveground and underground storage tanks containing hazardous substances or wastes. We monitor soil and groundwater as required by applicable state and federal guidelines. In addition, it has
been our practice and will be our practice to have the shareholders of the acquired dealers indemnify us for specific environmental issues identified on environmental site assessments performed by us as part of the acquisitions.

Our customers and potential customers are subject to federal, state and local statutes, ordinances and regulations regarding the ownership of recreation vehicles and boats. The adoption of more stringent statutes, ordinances and
regulations affecting the consumer ownership of recreation vehicles, could have an adverse effect on our ability to sell our products.

Item 7.  Financial Information

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and StockholdersiRV, Inc. and Subsidiaries

I have audited the accompanying consolidated balance sheet of iRV, Inc. as of March 31, 2001, and the related consolidated statements of operations, stockholders' deficit and cash flows for the year ended March 31, 2001 and the
period August 1, 1999 (inception) through March 31, 2000. These consolidated financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these consolidated financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position ofiRV, Inc. as of March 31, 2001, and the results of their operations and their cash flows for the year
end March 31, 2001 and the period August 1, 1999 (inception) through March 31, 2000, in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that iRV, Inc. will continue as a going concern.  As more fully described in Note 1, the Company has incurred  continuing losses from operations in
the amount of $3,564,799 from inception through March 31, 2001, the Company is in default in its floor financing agreement, and cannot pay its creditors in the ordinary course of business.  This raises substantial doubt about the Company's ability to
continue as a going concern.  Management's plans with regard to these matters are also described in Note 1.  The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Gerald R. Hendricks & Co.

July 10, 2001
Westminster, Colorado



|iRV,
      INC. AND SUBSIDIARIES
      CONSOLIDATED BALANCE SHEET
      March 31, 2001                                                
|--------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                      
|ASSETS                                                                                                                                
|Current assets:                                                                                                                       
|Cash and cash equivalents                                                                                                             
|Accounts receivable-                                                                                                                  
|Related party                                                                                                                         
|Other, no allowance
      deemed necessary                                                                                            
|Inventory                                                                                                                             
|Total current assets                                                                                                                  
|Property and equipment, net                                                                                                           
|Intangible assets, net                                                                                                                
|Investment in restricted common stock                                                                                                 
|                                                                                                                                      
|Total assets                                                                                                                          
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                 
|Current liabilities:                                                                                                                  
|Floor financing payable                                                                                                               
|Floor financing in default                                                                                                            
|Notes payable                                                                                                                         
|Related parties                                                                                                                       
|Other, no allowance
      necessary                                                                                                   
|Accounts payable-                                                                                                                     
|Related parties                                                                                                                       
|Other                                                                                                                                 
|Accrued liabilities                                                                                                                   
|Total current
      liabilities                                                                                                       
|Commitments                                                                                                                           
|Redeemable preferred stock, $.01 par value, 145,723
      shares outstanding, redemption amount
      $218,584, plus accrued dividends
|Stockholders' deficit:                                                                                                                
|Common stock; $.001 par value; 100,000,000
      shares authorized;
      8,435,756
             shares issued and
      outstanding  
|Additional paid in capital                                                                                                            
|Accumulated deficit                                                                                                                   
|Total stockholders'
      deficit                                                                                                     
|Total liabilities and
      stockholders' deficit                                                                                     
|The accompanying notes are an integral part of these
      financial statements.                                                      



|iRV,
      INC. AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF OPERATIONS    
|--------------------------------------------------------------------------------
|                                                                                
|                                                                                
|Revenue:                                                                        
|RV sales and service                                                            
|Cost of RV sales and service                                                    
|Gross profit                                                                    
|Operating expenses:                                                             
|Stock compensation                                                              
|General and administrative-                                                     
|Related parties                                                                 
|Other                                                                           
|Sales and marketing                                                             
|Internet website development                                                    
|Consulting-                                                                     
|Related parties                                                                 
|Other                                                                           
|Travel and entertainment                                                        
|Miscellaneous                                                                   
|Rent                                                                            
|Depreciation and amortization                                                   
|Interest-                                                                       
|Related parties                                                                 
|Other                                                                           
|Unrealized loss on trading securities                                           
|Impairment                                                                      
|Total operating
      expenses                                                  
|Net loss                                                                        
|Basic loss per share                                                            
|Diluted loss per share                                                          
|Weighted average shares outstanding:                                            
|Basic                                                                           
|Diluted                                                                         
|The accompanying notes are an integral part of these
      financial statements.



|iRV,
      INC. AND SUBSIDIARIES               
|-----------------------------------------------
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
|                                               
|                                               
|                                               
|Balance,
      August 1, 1999 (inception)      
|Issuance
      of common stock for             
|cash at $.05 per share,                        
|November and December 1999                     
|Stock
      compensation in connection         
|with the issuance of stock at                  
|$.05 per share, November 1999                  
|Issuance
      of common stock for             
|cash at $.40 per share,                        
|November and December 1999                     
|Compensation
      expense associated          
|with the issuance of common                    
|stock for services November 1999               
|Debt
      converted into common               
|stock at $.05 per share,                       
|November 1999                                  
|Stock
      compensation in connection         
|with the conversion of debt,                   
|November 1999                                  
|Stock
      issued in connection with          
|reorganization                                 
|Net
      loss for the period                  
|Balance,
      March 31, 2000                  
|Reacquisition
      of former officer's        
|shares and retirement of shares                
|Stock
      compensation in connection         
|with the issuance of stock to                  
|former officer                                 

|Stock
      compensation in connection                                           |   |           |   |                          |         |                        |   |                      
|-------------------------------------------------------------------------------- | - | --------- | - | ------------------------ | ------- | ---------------------- | - | ---------------------
|with the transfer of stock from                                                  |   |           |   |                          |         |                        |   |                      
|a stockholder to a former officer                                                | - |           | - |                          | 112,000 |                        | - |                      
|Compensation
      expense associated                                            |   |           |   |                          |         |                        |   |                      
|with the issuance of common                                                      |   |           |   |                          |         |                        |   |                      
|stock to a related party                                                         |   | 140,000   |   | 140                      |         | 104,860                |   | -                    
|Compensation
      expense associated                                            |   |           |   |                          |         |                        |   |                      
|with the issuance of common                                                      |   |           |   |                          |         |                        |   |                      
|stock to an employee                                                             |   | 10,000    |   | 10                       |         | 7,490                  |   | -                    
|Compensation
      expense associated                                            |   |           |   |                          |         |                        |   |                      
|with the issuance of common                                                      |   |           |   |                          |         |                        |   |                      
|stock to a former employee                                                       |   | 30,000    |   | 30                       |         | 5,970                  |   | -                    
|Conversion
      of accounts payable                                             |   |           |   |                          |         |                        |   |                      
|into shares of common stock by                                                   |   |           |   |                          |         |                        |   |                      
|a related party                                                                  |   | 595,286   |   | 595                      |         | 73,815                 |   | -                    
|Conversion
      of notes payable into                                           |   |           |   |                          |         |                        |   |                      
|redeemable preferred stock at                                                    |   |           |   |                          |         |                        |   |                      
|an amount less than required                                                     |   |           |   |                          |         |                        |   |                      
|redemption amount                                                                |   | -         |   | -                        |         | 370,484                |   | -                    
|Compensation
      expense associated                                            |   |           |   |                          |         |                        |   |                      
|with the conversion of notes                                                     |   |           |   |                          |         |                        |   |                      
|payable into redeemable preferred                                                |   |           |   |                          |         |                        |   |                      
|stock                                                                            |   | -         |   | -                        |         | 55,480                 |   | -                    
|Forgiveness
      of debt by related                                             |   |           |   |                          |         |                        |   |                      
|parties                                                                          |   | -         |   | -                        |         | 4,500                  |   | -                    
|Office
      rent provided by a                                                  |   |           |   |                          |         |                        |   |                      
|related party                                                                    |   | -         |   | -                        |         | 44,000                 |   | -                    
|Accrued
      dividends on preferred                                             |   |           |   |                          |         |                        |   |                      
|stock                                                                            |   | -         |   | -                        |         | (5,829)                |   | -                    
|Net
      loss for the year                                                      |   | -         |   | -                        |         | -                      |   | (1,389,204)          
|Balance,
      March 31, 2001                                                    |   | 8,435,756 |   | $           
      8,436 |         | $     
      2,961,139 |   | $  
      (3,564,799)
|The accompanying notes are an integral part of these
      financial statements.



|iRV,
      INC. AND SUBSIDIARIES                                                      
|--------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                 
|                                                                                      
|                                                                                      
|                                                                                      
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                 
|Net loss                                                                              
|Adjustments to reconcile net income to net
         cash used in operating activities:
|Depreciation and amortization                                                         
|Stock compensation                                                                    
|Rent provided by related party                                                        
|Unrealized loss on trading securities                                                 
|Loss on disposal of equipment                                                         
|Impairment of intangibles                                                             
|Changes in operating assets and liabilities-                                          
|Accounts receivable                                                                   
|Inventory                                                                             
|Accounts payable                                                                      
|Accrued liabilities                                                                   
|                                                                                      
|Net cash used in operating activities                                                 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                 
|Acquisition                                                                           
|Purchase of property and equipment                                                    
|Purchase of intangible asset                                                          
|Purchase of restricted common stock                                                   
|Decrease (increase) in other                                                          
|Increase in advances to related parties                                               
|Collections from advances to related parties                                          
|Net cash used in investing activities                                                 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                 
|Increase in floor financing                                                           
|Payments on floor financing                                                           
|Proceeds from borrowings from related parties                                         
|Payments on borrowings from related parties                                           
|Payments on notes payable                                                             
|Proceeds from advances from related parties                                           
|Payments on advances from related parties                                             
|Proceeds from sale of stock, net of offering
      costs                              
|Cash received in restructuring                                                        
|Net cash provided by financing activities                                             

|Net increase in cash and cash equivalents                                                                          | 101,397                   |                          | 28,835               
|------------------------------------------------------------------------------------------------------------------ | ------------------------- | ------------------------ | ---------------------
|Cash and cash equivalents, beginning                                                                               | 28,835                    |                          | -                    
|Cash and cash equivalents, ending                                                                                  | $        
      130,232   |                          | $       
      28,835
|                                                                                                                   |                           |                          |                      
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                                  |                           |                         
|Cash paid for interest                                                                                             |                           | $        
      156,296  |                      
|                                                                                                                   |                           |                          |                      
|SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING ACTIVITIES:                                                          |                           |                          |                      
|                                                                                                                   |                           |                         
|Conversion of debt into 1,000,0000 shares of
      common stock                                                    |                           |                          | $       
      50,000
|Conversion of debt into 145,723 shares of
      Class A redeemable                                                 |                           |                          |                      
|preferred stock,
      consisting of principal in the amount of
             $556,665, accrued interest of $32,403 | $        
      589,068   |                          |                      
|Conversion of account payable, related party,
      into 595,286 shares                                            |                           |                          |                      
|of common stock                                                                                                    |                           | $          
      71,434 |                      
|Forgiveness of debt by related parties                                                                             | $            
      4,500 |                          |                      
|The accompanying notes are an integral part of these
      financial statements.                                   |                           |                         



iRV, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Description of Business and Significant Accounting Policies

iRV, Inc. ("the Company") was incorporated in Colorado on August 1, 1999, as RV Holiday.com, Inc.  The Company changed its name to iRV, Inc. in December 1999.  The Company is engaged in the retail sales of
recreational vehicles ("RV") primarily in Tennessee.

Reorganization

On December 20, 1999, the Company entered into an Agreement and Plan of Merger  (the "Agreement") whereby the Company would merge into a wholly owned subsidiary of The Southshore Corporation
("Southshore").  Pursuant to the Agreement, the Company would receive 5,500,000 shares of Southshore stock.  The closing of the Agreement was contingent on the parties conducting due diligence and among other things, the Company's completion of a private
offering of its common stock that grosses $600,000 and the acquisition of certain URL names (Domain names).  The Agreement required the resignation of the current Southshore officers and directors and the appointment of three new directors designated by
the Company.  On February 1,

2000, the Agreement was completed and the Company received 5,500,000 shares of Southshore stock, and the remaining net assets of Southshore that consisted of $100,030 in cash.  This reorganization has been accounted for as though it
were a recapitalization of the Company and a sale of shares by the Company in exchange for the net assets of
Southshore.

Basis of Presentation

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has incurred losses from operations totaling $3,564,799 from inception through
March 31, 2001.  Additionally, the Company is in default with its floor financing agreement and cannot pay its bills in the ordinary course of business.  These factors raise substantial doubt as to the Company's ability to continue as a going concern.
Management is attempting to raise additional equity capital to pay its creditors in the ordinary course of business, and continue operation of its Internet Web site.  Additionally the Company continues to evaluate future acquisitions of RV dealerships.
In order for the Company to continue as a going concern, the Company must generate sufficient cash flows from its RV dealership that will enable the Company to achieve a level of operations sufficient to meet its cash flow requirements.  The financial
statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, iRV.com, Inc. and iRV-Dealerships, Inc.  Internet development activities are conducted
through iRV.com, Inc., while the acquisitions of RV dealerships is conducted through iRV-Dealerships, Inc.  All material intercompany accounts have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, inventory and investment in restricted common stock.  All of the Company's cash equivalents are
held at high credit quality financial institutions. The Company evaluates the carrying value of accounts receivable, inventory and restricted common stock and maintains reserves for potential impairments of its investment.  The Company is dependent on
receiving floor financing from Deutsche Bank.  Should the Company be unable to continue this relationship, it would have a significant material adverse impact on the Company's operations.  (See Note 6).

Revenue Recognition

The Company records revenue on the sale of an RV when cash is received or funding is confirmed by a financial institution, and the customer takes physical possession of the unit.  Other revenue consists primarily of income earned from
warranty repairs and service and the sales of parts.  The Company recognizes these revenues when the services are performed or when the parts are sold.

Warranties

The Company does not provide for additional warranties on new RVs other than the warranty that is provided by the manufacturer.  No warranties are provided for on used RVs.  The Company historically has not experienced any losses
associated with warranties.

Inventories

Inventories are stated at the lower of cost or market, using the specific identification method.  Management of the Company gives appropriate consideration to deterioration, obsolescence and other factors in evaluating net realizable value.

Property and Equipment

Property and equipment are stated at cost.  Depreciation is computed using the straight-line method over the estimated useful life of three years.

Intangible Assets

Intangible assets consist of the cost the Company incurred to acquire various Internet domain names and the goodwill that was recorded in the acquisition of the net assets of Coach & Campers of Knoxville, LLC (see Note
11).  Amortization is computed using the straight-line method over the estimated useful life of three years.  (See Note 4).

Impairment of Long-Lived Assets

Management of the Company periodically reviews the carrying value of long-lived assets for potential impairment by comparing the carrying value of those assets with their related, expected future net cash flows.  Should
the sum of the related, expected future net cash flows be less than the carrying value, management would determine whether an impairment loss should be recognized.  An impairment loss would be measured by the amount by which the carrying value of the
assets exceeds the future discounted cash flows.

Investment in Restricted Common Stock

Investment in restricted common stock consists of an equity investment in eLinear, Inc., a publicly traded entity, and is recorded at the lower or cost or estimated fair market value.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock issued to Employees."  Accordingly, no compensation expense is recorded for options issued
in fixed amounts and with fixed exercise prices at least equal to the fair market value of the Company's common stock at the date of grant.  The Company does not include stock option or warrants in the computation of earnings per share as their inclusion
would be
antidilutive.

Internet Web Site Development

The Company expenses all costs associated with the development of its Internet Web site in accordance with Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed."  SFAS 86 requires capitalization of certain software development costs subsequent to the establishment of technological feasibility.  Based upon the Company's product development process, technological feasibility is
established upon completion of a working model.

Income Taxes

Income taxes are accounted for under Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes."  Under this method, deferred tax assets and liabilities are determined based on differences between the financial
reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period.  Actual results could differ from those estimates.

Comprehensive Income

The Company follows Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income."  SFAS 130 establishes standards for reporting and display of comprehensive income and its components in the financial statements.  There were no differences between reported net income and comprehensive income.

Fair Value of Financial Instruments

Financial instruments that are subject to fair value disclosure requirements are carried in the consolidated financial statements at amounts that approximate fair value and include cash and cash equivalents, accounts
receivable, inventories, investments in restricted common stock, floor financing payable, notes payable and accounts payable.  Fair values are based on quoted market prices and assumptions concerning the amount and timing of estimated future cash flows
and assumed discount rates reflecting varying degrees of perceived risk.

Reclassifications

Certain amounts as previously presented in the 2000 financial statements have been reclassified to conform to the current year presentation.

Advertising

Advertising costs are charged to expense as incurred.

2.    Inventories

Inventories consist of the following:

| | New RVs                  |  | $     1,204,868 
| | ------------------------ |  | ----------------
| | Used RVs                 |  | 213,401         
| | Parts                    |  | 41,912          
| | Lot vehicles             |  | 6,000           
| |                          |  | 1,466,181       
| | Less valuation allowance |  | (10,400)        
| |                          |  | $      1,455,781

3.    Property and Equipment

Property and equipment consist of the following:

| | Leasehold improvements        |  | $     37,760
| | ----------------------------- |  | ------------
| | Equipment                     |  | 10,466      
| | Rental RV units               |  | 103,557     
| |                               |  | 151,783     
| | Less accumulated depreciation |  | (68,579)    
| |                               |  | $     83,204

Depreciation expense was $44,010 and $11,460 for the year and period ended March 31, 2001 and 2000, respectively.

4.    Intangible Assets

Intangible assets consist of the following:

| | Goodwill                      |  | $  169,652       
| | ----------------------------- |  | -----------------
| | Internet domain names         |  | 60,300           
| |                               |  | 229,952          
| | Less accumulated amortization |  | (94,513)         
| | Less impairment allowance     |  | (135,439)        
| |                               |  | $              
-

Amortization expense was $77,550 and $16,962 for the year and period ended March 31, 2001 and 2000, respectively.  During the fourth quarter of the year ended march 31, 2001, management determined that due to the
continuing losses from operations, and the Company's non-compliance with its floor financing and the Company's inability to pay its creditors in the ordinary course of business, that the remaining useful life of the goodwill and domain names had become
impaired.  Management elected to impair the net carrying value of these intangible assets.

5.     Notes Payable

Notes payable consist of the following:

| | 9.74% note payable to financial institution,
payable in monthly installments of $705,
due September 2000, collateralized by a recreational vehicle | $   59,736
| | -------------------------------------------------------------------------------------------------------------------------------------------------- | ----------
| | 9.75% note payable to financial institution,
payable in monthly installments of $641,
due September 2000, collateralized by
a recreational vehicle | 53,905    
| |                                                                                                                                                    | $ 113,641 

In December 2000, certain related parties including the Company counsel, converted their notes consisting of $556,665 in principal and $32,403 in accrued interest into 145,743 shares of the Company's Class A
redeemable preferred stock.  (See Note 8).

Interest expense was $38,067 and $2,756 for the year and period ended March 31, 2001 and 2000, respectively.

6.     Floor Financing Payable

The Company has a floor financing agreement with Deutsche Financial Services, whereby the Company may draw up to $2,000,000 to purchase inventory in connection with the operation of its RV dealership. The financing
agreement bears interest at prime plus 1% and is collateralized by essentially all the assets of the Company.  Interest expense for the year and period ended March 31, 2001 and 2000, was $171,811 and $6,438, respectively.

One of the provisions of the financing agreement requires the Company to transmit funds within a stipulated period of time to the lender for any RV sold that had been floor financed.  At March 31, 2001, the Company had not
transmitted $296,300 for RVs that had been sold.  This amount is included in the consolidated financial statements as floor financing in default.

In connection with obtaining the floor financing, an entity controlled by a stockholder of the Company provided an irrevocable letter of credit in favor of Deutsche Financial Services in the amount of $300,000, which, during
the year ended March 31, 2001, was subsequently reduced to $100,000.  In consideration of providing the irrevocable letter of credit, the Company agreed to grant this entity warrants to purchase 2,500 shares of the Company's common stock at $2.00 per
share for each month that the letter of credit is issued and outstanding.  The warrants are exercisable over a three-year period.    At March 31, 2001, the Company has granted 32,500 warrants pursuant to this agreement.

7.    Lease Commitment

The Company leases land and a building under a noncancelable operating lease.  The lease requires monthly payments of $6,000, and expires in August 2007.  Additionally, the Company leases, on a month-to-month basis, a trailer
that requires monthly payments of $394.  The Company also pays for the temporary living quarters for the general manager of its RV dealership.  During eleven months of the year ended March 31, 2001, the Company's corporate offices were provided free of
rent by an entity that is controlled by a shareholder. The Company estimates that similar rental space would require monthly payments of $4,000; accordingly, the Company recorded $44,0000 as rent expense and additional paid in capital. Rent expense for
the year and period ended March 31, 2001 and 2000 was $147,335 and $35,105, respectively.

Future minimum payments under noncancelable operating leases are as follows:

| | Year       |  | Amount      
| | ---------- |  | ------------
| | 2002       |  | $     72,000
| | 2003       |  | 72,000      
| | 2004       |  | 72,000      
| | 2005       |  | 72,000      
| | Thereafter |  | 144,000     
| |            |  | $    432,000

8.    Capital Structure

In November and December 1999, the Company issued 3,000,000 shares of its common stock in exchange for cash at $.05 per share and received net proceeds of $150,000.

In November and December 1999, the Company issued 1,000,000 shares of its common stock in exchange for cash at $.40 per share and received proceeds of $400,000.

In connection with the issuance of 3,000,000 shares of the Company's common stock, the Company recorded stock compensation in the amount of $1,050,000.  This amount represents the difference between the estimated fair market
value of the stock on the date of the sale and the consideration paid.

During August through October, a stockholder and an entity controlled by a stockholder advanced funds to the Company for working capital purposes in the amount of $26,448 and $23,552, respectively.  The advances did not bear
interest, had no fixed repayment terms and were unsecured.  In November 1999, the Company converted these advances into 1,000,000 shares of the Company's common stock at the rate of $.05 per share.  In connection with this conversion the Company recorded
stock compensation in the amount of $350,000 which represents the difference between the estimated fair market value of the stock issued and the debt converted into equity.

In February 2000, effective August 31, 1999, the Company entered into an employment agreement with a former officer and director.  The agreement provided for the issuance of up to  500,000 shares of the Company's common stock
of which 100,000 shares vested immediately with the remaining shares vesting at the rate of 100,000 shares per year commencing February 1, 2001 and expiring in February 2004.  In connection with the issuance of the initial 100,000 shares, the Company
recorded consulting expense in the amount of $40,000, which approximated the fair market value on the date of grant.  In May 2000, the Company entered into a Settlement Agreement and Mutual Release (the "Settlement Agreement") with the former president
and director.  Pursuant to the Settlement Agreement, the Company paid the former president $55,000 in cash and conveyed title to an automobile and certain other equipment. Additionally, the Settlement Agreement provided that 100,000 shares of freely
trading shares of the Company's common stock were to be provided to the former officer and director.  These shares were provided to the Company by a stockholder of the Company.  The former president surrendered a 500,000 share stock certificate, upon
which the Company then reissued to the former officer and director, 50,000 shares of restricted common stock.  In connection with the issuance of the 50,000 shares of common stock, the Company recorded stock issuance expense in the amount of $56,000.  In
connection with the delivery of the 100,000 freely trading shares by a stockholder of the Company, the Company recorded stock issuance expense in the amount of $112,000.

In connection with the Settlement Agreement, a stockholder and director, who is also the Company's legal counsel, advanced $55,000 to the Company to pay the cash portion of the Settlement Agreement.  During the year ended
March 31, 2001, the Company paid $25,000 against this note, then the related party converted the remaining amount into 21,200 shares of the Company's Class A redeemable preferred stock.  Additionally, the Board of Directors issued 140,000 shares of the
Company's common stock to the stockholder who provided the freely trading shares to the former officer and director.  In connection with the issuance of these shares, the Company recorded stock issuance expense in the amount of $105,000.

During the year ended March 31, 2001, the Company issued 10,000 shares of it common stock to an employee and 30,000 shares of its common stock to a former employee of the Company.  In connection with the issuance of these
shares, the Company recorded compensation expense in the amount of $13,500.

In December 2000, a stockholder, who is also counsel to the Company, converted amounts due to his law firm in the amount of $71,434 into 595,286 shares of the Company's common stock.  The Company recorded compensation expense
in the amount of $2,976 in connection with this conversion.

In December 2000, the directors of the Company agreed to forego the accrued directors fees that were due and owing to them.  In connection with this, the Company recorded $4,500 as additional paid in capital.

As discussed in Note 5 above, in December 2000, certain holders of notes converted the principal and interest into 145,723 shares of the Company's $.01 par value ( $1.50 stated value) Class A Redeemable Preferred Stock.  The
holders of the Class A Redeemable Preferred Stock are entitled to receive an annual cumulative dividends equal to 8%.  The holders of the Class A Preferred Stock can convert the preferred shares into 1,457,230 shares of the Company's common stock.  In
connection with the issuance of the Class A Preferred Stock, the Company recorded stock issuance expense with a corresponding amount to additional paid in capital in the amount of $55,480.  Additionally, the Company recorded accrued dividends in the
amount of $5,829 as an increase to the Class A Preferred Stock and a reduction to additional paid in capital.  The Company is required to redeem the Class A Preferred Stock in December 2005.

On December 20, 1999, the Company's board of directors approved a stock option plan (the "Plan") under which up to 1,000,000 shares of the Company's common stock may be issued.  Under the Plan, incentive and nonqualified stock
options may be granted to employees, directors, and consultants of the Company.  Incentive stock options are granted at an exercise price of not less than 100% (110% for individuals owning 10% or more of the Company's common stock at the time of grant) of
the stock's fair market value at the time of grant.  Nonqualified stock options may be granted at an exercise price determined by the Company.

In January 2000, the Company entered into a consulting agreement with Access 1 Financial, a nonaffiliated, to serve as the Company's financial advisor and provide public relations.  In lieu of a consulting fee, the Company
paid to Access 1 Financial as full and complete consideration, stock options to purchase up to 200,000 shares of the Company's common stock at an exercise price of $3.25 per share, which exceeded the fair market value at the date of grant.  The shares are
exercisable immediately and expire in January 2001.

The stock option activity under this Plan is set for the below for the period August 1, 1999 (inception) through March 31, 2001 (all of which are exercisable):

| |                             |  | Shares UnderOption |  | OptionPrice
| | --------------------------- |  | ------------------ |  | -----------
| | Granted                     |  | 835,000            |  | $1.00-$3.88
| | Forfeited                   |  | (173,750)          |  | -          
| | Outstanding, March 31, 2000 |  | 661,250            |  | $1.00-$3.88
| | Granted                     |  | 175,000            |  | $0.12-$3.88
| | Forfeited or cancelled      |  | (431,250)          |  | -          
| | Outstanding, March 31, 2001 |  | 405,000            |  | $0.12-$3.88

9.    Related Party Transactions

In addition to the related party transactions discussed in Notes 5, 6 and 8 above, during the year ended March 31, 2000, the Company advanced funds in the amount of $145,500 to entities that are controlled by a stockholder
of the Company.  The advances were made not pursuant to any written agreement, bore no interest and had no fixed repayment terms. These amounts, except for $910 were repaid prior to March 31, 2000.

During the year ended March 31, 2000, a stockholder and an entity controlled by a stockholder advanced the Company $59,912 and was repaid $51,148.  The remaining amount of $8,764 was included in accounts payable related party
in the consolidated financial statements.  This amount was paid in April 2000.  During the year ended March 31, 2001, a stockholder and an entity controlled by a stockholder advanced the Company $111,084, of which $18,000 was repaid.  Of the remaining
amount, the entity controlled by the stockholder converted $952 of this amount into 635 shares of the Company's Class A Redeemable Preferred Stock, and the remaining amount is included in accounts payable related party in the consolidated financial
statements.

The Company incurred legal expenses in the amount of $53,531 and $33,421 payable to law firm that is owned by a stockholder of the Company for the year and period ended March 31, 2001 and 2000, respectively.  Of this amount,
$6,118 remains unpaid at March 31, 2001 and is included in accounts payable related party in the consolidated financial statements.  (See Note 8).

The Company paid to certain stockholders and officers $ 60,119 and $86,285 for consulting services for the year and period ended March 31, 2001 and 2000, respectively.

10.    Income Taxes

Losses incurred from operations from August 1, 1999 (inception) through March 31, 2001 have created deferred tax assets of approximately $470,000. A valuation allowance was established for the full amount of these deferred
tax assets because the future realization of the cumulative tax benefits is not assured.  The Company has a net operating loss carryforward for Federal income tax purposes of approximately $1,400,000 that expires in 2015.

As further described in Note 1, the Company completed its Agreement and Plan of Merger.  When more than a 50% change in ownership occurs, over a three-year period, as defined, the Tax Reform Act of 1986 limits the utilization
of net operating loss ("NOL") carryforwards in the years following the change in ownership.  Therefore, it is possible that the Company' utilization of its NOL carryforwards may be partially reduced as a result of the changes in stock ownership.  No
determination has been made as of March 31, 2001, as to what implications, if any, there will be in the net operating loss carryforwards of the Company.

11.    Acquisition

On January 25, 2000, the Company entered into a Management Agreement  with Coach & Campers of Knoxville, LLC ("Coach & Campers"), an RV dealership located in Knoxville, Tennessee, whereby Coach & Campers retained
the Company, for a three months period, as business manager of Coach & Campers operations.  The Management Agreement provided that the Company would perform all the business functions for and on behalf of Coach & Campers while the parties
negotiated a purchase contract for the assets of Coach & Campers.

On March 8, 2000, the Company executed an Asset Purchase and Sale Agreement (the "Purchase Agreement") with Coach & Campers.  In connection with the Purchase Agreement, the Company paid approximately $662,000 in cash. The
Company accounted for the acquisition as a purchase and recorded approximately $170,000 as goodwill, which represents the excess of the purchase price over the net assets acquired.  The results of operations of Coach & Campers have been included in
the consolidated financial statements since the date of acquisition.

The following pro forma information reflects the operating results of the acquisition as if it occurred at August 1, 1999, the inception of the Company.

| | Revenues                   |  | $   1,707,830    
| | -------------------------- |  | -----------------
| | Cost of goods sold         |  | 1,520,890        
| | Gross profit               |  | 186,940          
| | General and administrative |  | 2,363,453        
| | Net loss                   |  | $   (2,176,513)  
| | Loss per share             |  | $          (0.27)

Item 8.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

PART III

Item 9.  Directors, Executive Officers, Promoters and Control Person; Compliance

With Section
             16(a) of The Exchange Act

As of the date of this filing, there are two members of the Board of Directors:  Dr. Robert A. Scott, and Mr. Clifford Thygesen.   The members of the Board comprise both the audit and the compensation
committees.

Board of Directors

Dr. Robert A. Scott, 62, is the President of Adelphi University, Garden City, New York.  He has held this position for approximately for one year.  Prior to this he was the President of Ramapo College, a position he has held since
1985.

From 1979 to 1985, he served as Assistant Commissioner and Director of Academic Affairs for the Indiana Commission for Higher Education, where he was responsible for the coordination of statewide higher education strategic planning for
both public and private institutions.

Dr. Scott is a member of the Board of Directors of USACenter.com, Inc., and a member of the Executive Committee of Hillcrest Health Service Systems, Inc., a holding company for the Hackensack University Medical Center teaching hospital
and four other subsidiaries.

Dr. Scott received his BA from Bucknell University and his Ph.D. in Sociology and Organizational Ethnography from Cornell University.

Clifford Thygesen, 66,  is the President of American Educational Products, Boulder, Colorado.  He has held this position since 1996.  He served as its Executive Vice-President from 1986-1992.  The Company trades on NASDAQ under
the symbol "AMEP."  He also serves on the Board of Directors for multiple other publicly
traded entities.

Previously, Mr. Thygesen had been the Vice-President of Ithaca Gun Company, a manufacturer of high quality firearms and then President of Alpine Designs, a manufacturer of outdoor backpacking and hunting equipment.

Mr. Thygesen graduated from The University of Illinois in 1966.

In the initial decision of an administrative law judge dated
March 9, 2001, Mr. Thygesen was found to have violated Section 10(b) and Rule
10b-5 of the Securities Exchange Act of 1934, by making material
misrepresentations as to the value of securities held as an asset of an
investment company of which he was an independent director.  The decision
concluded that because of the misrepresentation, the investment company had
violated Section 13(a) of the Exchange Act and related rules and that Mr.
Thygesen had aided and abetted or caused the violations.  The judge ordered
that Mr. Thygesen cease an desist from aiding and abetting violations of Section
10(b) and Rule 10-b-5, and ordered him to pay a civil penalty of $160,000. 
Mr. Thygesen has appealed the decision.  Other than this decision, Mr.
Thygesen has not during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.

Corporate Officers

Bradley-Alison Smith, 45,has been acting as the Chief Financial Officer of iRV, Inc.  Ms. Smith holds an active CPA license in the state of Colorado and has previously worked for Deloitte & Touche. Prior to joining this
venture she acted in a consulting capacity for multiple public companies including preparation of their SEC filings.  She has also been actively involved in mergers between public and private companies.

Ms. Smith gained extensive operations experience in her ten years working for The Häagen-Dazs Company.  In her final position with the company she was responsible for all shop operations and distributorship audits in the western
portion of the United States.  Prior to joining the corporate office she owned and operated multiple retail shops.

She is a graduate of Duke University and has an MBA from The University of Colorado.

Windy D. Haddad, 29, is responsible for Internet development and strategy.  Ms. Haddad has been working with the Internet since 1996, most recently as an Account Executive for NetGrafx an Internet development firm specializing
in database-driven Web sites, e-commerce solutions and complex Intranet projects.

Prior to NetGrafx, Ms. Haddad served as Chief Administrative Officer of the Rockies Fund, a publicly traded business development company. Her responsibilities included investor relations and maintenance of corporate records for several
public companies.

Ms. Haddad is a graduate of Colorado College with a bachelor's degree in Economics.

Board Committees

The Board appoints committees to help carry out its duties. In particular, board committees work on key issues in greater detail than would be possible at full board meetings. Each committee reviews the results of its meetings with the
full board. The board has established the following committees.

Audit Committee

The audit committee is currently composed of the following directors:

Mr. Clifford Thygesen
Dr. Robert A. Scott

The Board of Directors has determined that the members of the audit committee are "independent" within the meaning of the National Association of Securities Dealers, Inc.'s listing standards.  For this purpose, an audit committee
member is deemed to be independent if he does not possess any vested interests related to those of management and does not have any financial, family or other material personal ties to management.

The audit committee met on one occasion during fiscal 2000. The committee is responsible for accounting and internal control matters. The audit committee:

| | - | reviews with management, the internal auditors and the independent auditors policies and procedures with respect to internal controls;
| | - | --------------------------------------------------------------------------------------------------------------------------------------
| | - | reviews significant accounting matters;                                                                                               
| | - | approves the audited financial statements prior to public distribution;                                                               
| | - | approves any significant changes in accounting principles or financial reporting practices;                                           
| | - | reviews independent auditor services; and                                                                                             
| | - | recommends to the board of directors the firm of independent auditors to audit our consolidated financial statements.                 

In addition to its regular activities, the committee is available to meet on all of the independent accountants, controller or internal auditor whenever a special situation arises.

Report of Audit Committee

In connection with the preparation of the annual report on Form 10-KSB of iRV, Inc., the audit committee certifies that it has:

| | - | reviewed and discussed the audited financial statements with management;                                                                                                                                                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | discussed with the Company's independent auditors the matters required to be discussed by the Statements of Auditing Standards 61;                                                                                                         
| | - | received the written disclosures and the letter from the independent accountants required by the Independent Standards Board Standard No.  1, and has discussed with the independent accountant the independent account's
independence; and
| | - | based on the review and discussions referred to above, the audit committee has recommended to the Board of Directors that the audited financial statements be included in the Company's annual report on Form
10KSB.                       

The Audit Committee

Dr. Robert A. Scott
Mr. Clifford Thygesen

Compensation Advisory Committee

The compensation advisory committee is currently composed of the following directors:

Dr. Robert A. Scott
Mr. Clifford Thygesen

recommends to the Board of directors the compensation and cash bonus opportunities based on the achievement of objectives set by the compensation advisory committee with respect to our chairman of the board and president, our chief
executive officer and the other executive officers;

| | - | administers our compensation plans for the same executives;                                    
| | - | -----------------------------------------------------------------------------------------------
| | - | determines equity compensation for all employees;                                              
| | - | reviews and approves the cash compensation and bonus objectives for the executive officers; and
| | - | reviews various matters relating to employee compensation and benefits                         

Board Compensation Advisory Committee Report on Executive Compensation

The compensation advisory committee of the board of directors consist of two directors, Dr. Scott and Mr. Thygesen. The committee has the responsibility to recommend to the board guidelines for administrating our stock compensation
program, and the compensation for our executive officers. The primary function of the committee is to ensure our compensation program is consistent with our values and aligned with the business strategy and goals.

The committee believes the compensation levels of our executives, who provide leadership and strategic direction, should consist of (1) base salaries that are, at a minimum, commensurate with executives of other comparable public
companies and (2) periodic cash bonuses based on the achievement of specific objectives.  These objectives are usually tied to a percentage of our profitability.  The chief financial officer's cash bonus is at the discretion of the board and, if awarded,
will be a percentage of the executive's base salary.

The committee also believes it should provide executive officers with significant stock-based incentive compensation, which increases in value in direct correlation with improvement in our common stock price. Incentive or non-qualified
stock options are granted upon appoint of the executive as an inducement for employment. Additional incentive or non-qualified stock options are granted to the executive if specific goals are achieved.

Each of our executive officers are also eligible to participate in our benefit plans offered to all employees.

The Compensation Advisory Committee

Dr. Robert A.  Scott
Mr. Clifford Thygesen

Compliance with Section 16(a) of the Exchange Act

Under the Securities Laws of the United States, the Company's Directors, its Executive (and certain other) Officers, and any persons holding more than ten percent (10%) of the Company's common stock are required to report their
ownership of the Company's common stock and any changes in that ownership to the Securities and Exchange Commission and the NASDAQ stock market.  Specific due dates for these reports have been established and the Company is required to report in this
Proxy Statement any failure to file by these dates.

Based solely on a review of the copies of such reports required by Section 16(a), the Company believes that its officers, Directors, and stockholders owning greater than 10% of the Common Stock of the Company complied with all
applicable Section 16(a) filing requirements during
2001.

Item 10.  Executive Compensation

TABLE 1
SUMMARY COMPENSATION TABLE

|                                                                                                               | Long Term Compensation |       
|-------------------------------------------------------------------------------------------------------------- | ---------------------- | ------
|                                                                                                               | Annual Compensation    | Awards
|Name and Principal Position                                                                                    | Year                   | Salary
|John Deufel, Chief
Executive Officer and
President of the Company    and its subsidiaries until April,    2000 | 2001                   | 63,000

No executive officer received greater than $100,000 in salary during the fiscal year ended March 31, 2001.

Employment Matters

In June 2000 iRV, Inc.'s president, John Deufel, resigned from his positions as president and director of the Company.  The resignation was mutually agreed upon by Mr. Deufel and iRV, Inc.  When the settlement agreement was completed,
Mr. Deufel immediately ceased performing all duties for iRV, Inc. in all capacities.   When the settlement agreement was signed, Mr. Deufel received $8,000 considered pay in arrears, his company car valued at $12,000, a shareholder of iRV caused 100, 000
shares of free trading stock valued at $112,000 to be transferred to a brokerage account of Mr. Deufel, and he took title to his cell phone and portable computer  valued under $3,000.  Mr. Deufel also agreed not to divulge proprietary information.  Mr.
Deufel was also re-issued 50,000 shares of restricted stock.  Finally, Mr. Deufel received $55,000 of cash compensation plus $8,000 in salary that was arrears.  Mr. Deufel is also eligible for 50,000 options exercisable at $1.00.

The Board of Directors received no compensation during the year.  However, Dr. Robert Scott, Mr. Clifford Thygesen, and Mr. Clifford L. Neuman (while he served on the Board), each received 50,000 stock options at $0.12 in December 2000
and January 2001 These options are exercisable for three years from the date of issuance.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth-certain information regarding the beneficial ownership of iRV's stock as of this filing.  All officers and directors of the company and any parties that the company is aware of who own greater than 5% of
iRV's Common Stock are included.

|Title of Class | Name of Beneficial Owner (1)(10) | Number of Shares | % of Class
|-------------- | -------------------------------- | ---------------- | ----------
|Common Stock   | Clifford L. Neuman (2)           | 738,286          | 7.1       
|Common Stock   | Robert Scott (3)                 | 75,000           | 1         
|Common Stock   | Clifford Thygesen(4)             | 93,000           | 1         
|Common Stock   | Bradley Smith (5)                | 80,000           | 1         
|Common Stock   | Windy Haddad (6)                 | 40,000           | 0         
|Common Stock   | Stephen G Calandrella (7)        | 1,383,850        | 13.4      
|Common Stock   | Nannette Goldberg (8)            | 2,088,880        | 20.2      
|Common Stock   | Kenneth M. Dalton                | 670,358          | 6.5       
|Common Stock   | Dorothy Calendrella (9)          | 1,264,000        | 12.2      

|(1)  | The address of all persons listed is 5373 No. Union Blvd., Ste. 100, Colorado Springs, CO  80918                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Includes 68,000 shares of Common Stock owned of record by Ratna Enterprises, LLC, a limited liability company, of which Mr. Neuman is a manager.  Also includes Non-Qualified Stock Options exercisable to purchase 25,000 shares of the
company's common stock at an exercise price of  $3.88 per share granted as compensation for services as an outside director, and Non-Qualified Stock Options  exercisable to purchase 50,000 shares of the company's common stock at $.12 per share granted as
compensation for services as an outside director and the inclusion of 595,286 shares of common stock when Mr. Neuman converted the unpaid portion of his firm's legal fees into common stock.                                                                                                                                                         
|(3)  | Includes Non-Qualified Stock Options exercisable to purchase 25,000 shares of the company's common stock an exercise price of  $3.88 per share and 50,000 shares of common stock at $.12 per share granted as compensation for services as
an outside director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(4)  | Includes the ownership of 43,000 shares of common stock and the right to purchase, through Non-Qualified stock options, 50,000  shares at $.12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(5)  | Includes Incentive Stock Options exercisable to purchase 40,000 shares of the Company's common stock at an exercise price of $1.00 per share.  Also includes of 40,000 shares of Common Stock held of record by Mark Smith, Bradley Smith's
husband.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(6)  | Consists of incentive Stock options exercisable to purchase 40,000 of the company's common stock at an exercise price of $1.00 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(7)  | Includes 200,000 shares of Common Stock held of record by the Calandrella Family Foundations, as to which Mr. Calandrella serves as a member of the board of directors.  Also includes 32,500 warrants exercisable at $2.00 per share held
in the name of The Rockies Fund, Inc., a business development company of which Mr. Calandrella is president and a director.  Includes 140,000 shares that iRV has agreed to issue to Mr. Calandrella for services he provided related to Mr. Deufel's
resignation.  Also includes the conversion of the 100,000 shares of Preferred Series A convertible stock held by The Rockies Fund, of which Mr. Calandrella is President and 635 shares of Class A Preferred Stock held by Marco Foods, an entity controlled by
Mr. Calandrella. Each share of preferred stock is convertible into 10 shares of common stock.
|(8)  | Includes 700,000 shares of Common Stock owned of record by Malibu Holdings, LLC, a limited liability company, of which Mrs. Goldberg is a manager and 600,000 shares of Common Stock owned of record by NMG, LLC, a limited liability
company, of which Mrs. Goldberg is a manager.  In addition this number includes the 23,888 shares of Class A Preferred Stock into 238,880 shares of common stock.  The preferred stock was received when Ms. Goldberg converted $100,000 debt plus interest.                                                                                                                                                                                                                                                                                                                                                            
|(9)  | Includes 1,064,000 shares of Common Stock held of record by Triumph Capital, Inc., a Colorado corporation, of which Mrs. Calandrella is the sole director, executive officer and shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(10) | Beneficial ownership is based on information provided to us, and the beneficial owner has no obligation to inform us of or otherwise report any changes in beneficial ownership indicated. Shares of stock that may be acquired via
exercise of options or warrants are deemed to be owned by such person or group, but are not deemed to be outstanding for the purpose of computing the percentage of the shares of Common Stock owned by any other person.                                                                                                                                                                                                                                                                                                                                                                                                 

Item 12.  Certain Relationships and Related Transactions

During fiscal year 2001 The Rockies Fund, a business development company, as defined by the SEC Act of 1940, loaned iRV, Inc. approximately $361,300.  This amount, plus its associated interest was converted into Class A Preferred Stock
in December 2000.  The debt was exchanged for 100,000 shares of preferred stock that is convertible into 1,000,000 shares of common stock with in a five-year period from the issuance of the preferred stock.  In addition Marco Foods, another entity
controlled by Mr. Calandrella, converted debt of $952 into 23,888 shares of preferred stock that is convertible into 238,880 shares of common stock.  As of June 30, 2001, The Rockies Fund has loaned iRV, Inc. no additional funds.  However, Marco Foods has
loaned the company  $51,669 between January 2001 through June 30,2001.  Triumph Capital, an additional entity controlled by Mr. Calandrella, or members of his family, loaned iRV, Inc. $24,000 in June 2001.  In addition The Rockies Fund deposited $100,000
in a CD at Vectra Bank, Colorado Springs, CO to obtain a Letter of Credit on iRV's behalf.  The Letter of Credit was necessary for iRV, Inc.'s wholly owned subsidiary, iRV - Knoxville, Inc. to obtain wholesale floor financing.  iRV, Inc. has agreed to
issue 2,500 warrants each month to The Rockies Fund that are exercisable at $2.00 as payment to The Rockies Fund for posting the CD.  As of March 31, 2001, The Rockies Fund is entitled to 32,500 warrants.  iRV issued 140,000 shares of restricted common
stock to Mr. Calandrella for services he provided related to Mr. Deufel's resignation.  Mr. Calandrella, the President of The Rockies Fund, certain family members, and other entities that are controlled by Mr. Calandrella and his family, own shares and
warrants exercisable to purchase common stock representing 25.7% of iRV's outstanding common stock on a fully diluted basis.

Clifford L. Neuman, a former member of the Board of Directors, as well as iRV's legal counsel loaned iRV, Inc. $55,000.  This money was used in the employment separation agreement between iRV, Inc. and John Deufel.  The company only
repaid $25,000 of this  loan.  Mr. Neuman converted the remaining $30,000 due and its associated interest into 21,200 shares of Class A Preferred Convertible Stock in December 2000.  Mr. Neuman, in a private transaction, sold the preferred stock prior to
the end of December 2000.  In January of 2001 Mr. Neuman's law firm, Neuman & Drennen, converted the unpaid portion, approximately $71,434, of its legal bill into 595, 286 shares of restricted common stock.

PART IV

Item 13.

(a)        Exhibits

Exhibit No.      Title

|(3.1)  |  | Articles of Incorporation, iRV, Inc., by reference from the Form 8-K, February 2000.                                                                                       
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3.2)  |  | Bylaws, iRV, Inc., by reference from the Form 8-K, February 2000.                                                                                                          
|(4.1)  |  | Promissory Note dated March 1, 2000 issued to The Rockies Fund.                                                                                                            
|(4.2)  |  | Promissory Note dated March 1, 2000 issued to A.B. Goldberg.                                                                                                               
|(4.3)  |  | Promissory Note dated May 26, 2000 issued to Cliff Neuman.                                                                                                                 
|(10.1) |  | Merger Agreement dated February 2000 between iRV, Inc. and The Southshore Corporation incorporated by reference from the Form 8-K February 2000.                           
|(10.2) |  | "2000 Equity Option Plan" dated February 2000. Warrant Agreement, The Rockies Fund, March 2000.                                                                            
|(10.3) |  | Proxy Agreement dated February 2000 incorporated by reference from the Form 8-K February 2000.                                                                             
|(10.4) |  | Consulting Agreement, Access One Financial, February 2000.                                                                                                                 
|(10.5) |  | Management Agreement dated January 2000 between Coach & Campers of Knoxville, LLC and iRV - Knoxville, Inc. incorporated by reference from the Form 8-K, February 2000.    
|(10.6) |  | Acquisition Agreement dated March 2000 of the Assets of Coach & Campers of Knoxville, LLC by iRV - Knoxville, Inc. incorporated by reference from the Form 8-K  March 2000.
|(10.7) |  | Lease Agreement, iRV - Knoxville, Inc., February 2000                                                                                                                      
|(10.8) |  | Wholesale Floor Financing Agreement, iRV - Knoxville, Inc., March 2000.                                                                                                    

(b)       Reports on Form 8-K

None.

SIGNATURES

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

|                    | iRV, INC.                                                        
|------------------- | -----------------------------------------------------------------
|Date: July 20, 2001 | By: /s/ Bradley
      SmithBradley Smith, Chief Financial Officer

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

|SIGNATURE                                    | TITLE                   | DATE         
|-------------------------------------------- | ----------------------- | -------------
|/s/ Bradley
      SmithBradley Smith         | Chief Financial Officer | July 20, 2001
|/s/ Robert
      ScottRobert Scott           | Director                | July 20, 2001
|/s/ Clifford C. ThygesenClifford C. Thygesen | Director                | July 20, 2001