As filed with the Securities and Exchange Commission on February 26, 1999
Registration No. 333-62699

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO FORM SB-2 ON FORM S-1

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------
AMERICAN MARINE RECREATION, INC.
(Name of small business issuer in its charter)

Delaware 5551 59-3518196
- --------------------------------- --------------------------------------------- --------------------

(State or other jurisdiction of (Primary Standard Industrial Classification (I.R.S. Employer
incorporation or organization) Code Number) Identification No.)

2202 33rd Street
Orlando, Florida 32839
(407) 422-8141
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-------------------
Joseph G. Pozo, Jr., President
American Marine Recreation, Inc.
2202 33rd Street
Orlando, Florida 32839
(407) 422-8141
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
Copies to:

Martin C. Licht, Esq. Robert J. Mittman, Esq.
McLaughlin & Stern, LLP Tenzer Greenblatt LLP
260 Madison Avenue 405 Lexington Avenue
New York, New York 10016 New York, New York 10174
Telephone: (212) 448-1100 Telephone: (212) 885-5000
Facsimile: (212) 448-6260 Facsimile: (212) 885-5001

Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. /X/
If this Form is filed to register additional securities pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
-------------------
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

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CALCULATION OF REGISTRATION FEE

===============================================================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Amount to be price per offering registration fee
Title of each class of securities to be registered registered security (1) price (1) (2)(3)
- --------------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $.01 per share................ 2,472,500(4) $ 7.00 $ 17,307,500 $ 4,811.49
- --------------------------------------------------------------------------------------------------------------------------------
Representatives' Warrants (5) ........................ 215,000 $ .001 $ 215.00 $ --(6)
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Shares of Common Stock issuable upon
exercise of the Representatives' Warrants ........... 215,000(7) $ 8.40 $ 1,806,000 $ 502.07
- --------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee ................................................................................... $ 5,313.56
===============================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated in accordance with Rule 457 under the Securities Act of 1933, as
amended.
(3) A fee of $7,389.22 was paid upon the initial filing of the Registration
Statement.
(4) Includes 322,500 shares of Common Stock which the Representatives may
purchase to cover over-allotments, if any.
(5) Represents warrants to be issued by the Company to the Representatives at
the time of delivery and acceptance of the securities to be sold by the
Company to the public hereunder.
(6) None, pursuant to Rule 457(g).
(7) Pursuant to Rule 416, there are also being registered such additional
securities as may become issuable pursuant to the anti-dilution provisions
contained in the Representatives' Warrants.

AMERICAN MARINE RECREATION, INC.
CROSS REFERENCE SHEET

Item No. Caption in Form S-1 Location in Prospectus
- ---------- --------------------------------------------------------- ----------------------------------

1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus ......................... Outside Front Cover.
2. Inside Front and Outside Bank Cover Pages of
Prospectus ............................................. Inside Front and Outside Back
Covers.
3. Summary Information; Risk Factors ....................... Prospectus Summary; Risk Factors.
4. Use of Proceeds ......................................... Use of Proceeds.
5. Determination of Offering Price ......................... Underwriting.
6. Dilution ................................................ Dilution.
7. Plan of Distribution .................................... Underwriting.
8. Directors, Executive Officers, Promoters and Control
Persons ................................................ Management; Certain Transactions.
9. Security Ownership of Certain Beneficial Owners and
Management ............................................. Principal Stockholders.
10. Description of Securities ............................... Description of Securities;
Underwriting.
11. Interests of named Experts and Counsel .................. Legal Matters; Experts.
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities ......................... Description of Securities.
13. Organization Within Last Five Years ..................... Prospectus Summary.
14. Description of Business ................................. Prospectus Summary;
Management's Discussion and
Analysis of Financial Condition
and Results of Operations;
Business; and Financial
Statements.
15. Management's Discussion and Analysis or Plan of
Operation .............................................. Management's Discussion and
Analysis of Financial Condition
and Results of Operations.
16. Description of Property ................................. Business -- Properties.
17. Certain Relationships and Related Transactions .......... Certain Transactions.
18. Market for Common Equity and Related Stockholder
Matters ................................................ Outside Front Cover.
19. Executive Compensation .................................. Management -- Executive
Compensation.
20. Financial Statements .................................... Financial Statements.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PRELIMINARY PROSPECTUS DATED FEBRUARY 26, 1999

SUBJECT TO COMPLETION

2,150,000 Shares

American Marine Recreation, Inc.
Common Stock
All of the shares of Common Stock, par value $.01 per share (the "Common
Stock"), offered hereby (the "Offering") are being issued and sold by American
Marine Recreation, Inc. (the "Company"). Prior to the Offering, there has been
no public market for the Common Stock and there can be no assurance that any
such market will develop. It is anticipated that the Common Stock will be
quoted on the Nasdaq National Market under the symbol "BOAT." It is currently
estimated that the initial public offering price of the Common Stock will be
between $6.00 and $7.00 per share. For a discussion of the factors considered
in determining the initial public offering price, see "Underwriting."
---------------------
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK
AND IMMEDIATE SUBSTANTIAL DILUTION. SEE "RISK FACTORS" COMMENCING ON PAGE 13
AND "DILUTION" ON PAGE 22 OF THIS PROSPECTUS FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
================================================================================
Underwriting
Price to Discounts and Proceeds to
Public Commissions(1) Company(2)
- --------------------------------------------------------------------------------
Per Share ......... $ $ $
- --------------------------------------------------------------------------------
Total(3) .......... $ $ $
================================================================================

(1) Does not include additional compensation to be received by BlueStone
Capital Partners, L.P. ("BlueStone") and Auerbach, Pollak & Richardson,
Inc., as representatives of the several Underwriters (the
"Representatives"), in the form of warrants to purchase up to 215,000
shares of Common Stock (the "Representatives' Warrants"). The Company has
also agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses of the Offering payable by the Company.

(3) The Company has granted the Representatives an option, exercisable within
45 days from the date of this Prospectus, to purchase up to 322,500
additional shares of Common Stock, on the same terms set forth above,
solely for the purpose of covering over-allotments, if any. If the
Representatives' over-allotment option is exercised in full, the total
Price to Public, Underwriting Discounts and Commissions and Proceeds to
Company will be $ , $ and $ , respectively. See "Underwriting."

---------------------
The shares of Common Stock are being offered, subject to prior sale, when,
as and if delivered to and accepted by the Underwriters, and subject to
approval of certain legal matters by counsel and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify the Offering and
to reject any order in whole or in part. It is expected that delivery of the
certificates representing the shares of Common Stock offered hereby will be
made against payment therefor at the offices of BlueStone Capital Partners,
L.P., 575 Fifth Avenue, New York, New York 10017, on or about , 1999.

BlueStone Capital Partners, L.P.

Auerbach, Pollak & Richardson, Inc.
The date of this Prospectus is , 1999.

[PHOTOS]

AVAILABLE INFORMATION

As of the date of this Prospectus, the Company will become subject to the
reporting requirements of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act") and, in accordance therewith, will file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The Company intends to furnish its stockholders with annual
reports containing audited financial statements and such other periodic reports
as the Company deems appropriate or as may be required by law.

-------------------------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANS-ACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE COMMON STOCK,
INCLUDING PLACING STABILIZING BIDS OR EFFECTING PURCHASES OF THE COMMON STOCK
IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the
more detailed information and financial statements, including the notes
thereto, appearing elsewhere in this Prospectus. Each prospective investor is
urged to read this Prospectus in its entirety. Except as otherwise indicated
herein, the information in this Prospectus, including per share data and
information relating to the number of shares of Common Stock outstanding,
assumes no exercise of the Representatives' over-allotment option to purchase
up to 322,500 additional shares of Common Stock. See "Underwriting."

In June 1992, Boat Tree, Inc. ("Boat Tree"), a Florida corporation, was
formed by Joseph G. Pozo, Jr. to acquire a retail recreational boat dealership
in Orlando, Florida from an affiliate of Regal Marine Industries, Inc.
("Regal"). Regal is Boat Tree's principal supplier of recreational boats. In
connection with the acquisition of the Orlando dealership, Regal was granted a
10-year option (the "Regal Option") to purchase 25% of the capital stock of
Boat Tree for an aggregate purchase price of $10. Subsequently, the terms of
the option were amended and it now provides for the purchase of 15.65% of Boat
Tree's capital stock. Upon the consummation of this Offering, Regal will
exercise its option and acquire 341,451 shares of the Company's Common Stock.
See "-- Concurrent Closing Transactions."

In September, 1998, the Company entered into an agreement to acquire all
of the outstanding capital stock of Marine America, Inc. ("Marine America")
from Mr. Pozo, Jr. and his son, who formed Marine America in January 1998 to
acquire certain assets relating to a retail boat dealership in Belmont, North
Carolina (the "Marine America Acquisition"). In addition, in January 1999, the
Company entered into an agreement to acquire substantially all of the assets of
Treasure Coast Boating Center, Inc. ("Treasure Coast"), an unaffiliated third
party owned by D. Thomas Grane, including four retail boat dealerships in
Florida (the "Treasure Coast Acquisition"). Upon the consummation of the
Offering, the Company will consummate each of the Marine America Acquisition
and the Treasure Coast Acquisition (together, the "Closing Acquisitions.") See
"-- Concurrent Closing Transactions."

As of the date of this Prospectus, all of the stockholders of Boat Tree
(Mr. Pozo, Jr. and members of his family) will exchange all of the common stock
of Boat Tree for all of the outstanding shares of Common Stock of American
Marine Recreation, Inc., a Delaware corporation formed by Mr. Pozo, Jr. solely
for such purpose on June 22, 1998 (the "Reorganization"). As a result of the
Reorganization, Boat Tree will become a wholly-owned subsidiary of American
Marine Recreation, Inc. As used in this Prospectus, unless the context
indicates otherwise, the term "AMRI" refers to American Marine Recreation, Inc.
after giving effect to the Reorganization, and the historical financial
statements for AMRI included in this Prospectus have been retroactively
adjusted to reflect the Reorganization. Since American Marine Recreation, Inc.
has had no operations of its own, the information presented in such historical
financial statements, other than the capital structure, relates solely to Boat
Tree.

In this Prospectus, unless the context requires otherwise, the term
"Company" refers to AMRI and its subsidiaries, after giving effect to the
Reorganization and the Closing Acquisitions (except with respect to financial
information and per share data and information relating to the number of shares
outstanding, which do not reflect the Marine America Acquisition, as the effect
of such acquisition on the information presented is insignificant). The pro
forma financial data presented herein is based on data derived from the
historical financial statements of AMRI and has been prepared to illustrate the
effect of the Treasure Coast Acquisition and the Offering (including the
exercise of the Regal Option) on such data.

The Company

General

The Company is one of the largest retailers of recreational boats in
Florida where it currently operates ten retail locations. In addition, the
Company operates a retail location in Belmont, North Carolina, which it intends
to relocate to Cornelius, North Carolina following the consummation of the
Offering. See "--Concurrent Closing Transactions." At each of its retail
locations, the Company offers a wide selection

of new and used boats and related marine products, such as trailers, parts and
accessories and water sport equipment. In addition, the Company arranges boat
financing, insurance and extended service contracts for its customers and, at
most of the Company's locations, provides them with convenient, skilled and
cost-effective repair and maintenance services from state-of-the-art service
facilities located adjacent to its showroom operations. The Company's objective
is to continue its growth trend by leveraging its position as one of the
premier operators of recreational boat dealerships in the southeastern United
States.

The Company has already experienced substantial growth as a result of both
acquisitions and internal growth. For the years ended December 31, 1997 and
1998, the Company had total pro forma combined revenue of $31.0 million and
$43.4 million, respectively, and total pro forma combined net income before
taxes of $468,000 and $1.4 million, respectively. For the years ended December
31, 1997 and 1998, the Company sold, on a pro forma combined basis, 802 and
1,032 new boats, respectively, generating revenues of approximately $21.9
million and $31.7 million, respectively, and 366 and 449 used boats,
respectively, for revenues of approximately $4.8 million and $6.1 million,
respectively.

The Company is the largest volume buyer of recreational boats sold under
the popular Regal and Wellcraft brand names and sells 11 other lines of high
quality recreational boats under the brand names Malibu, Hydra-Sport, Sailfish,
Carver, Stratos Bass Boats, Javelin Bass Boats, AquaSport, Larson, Legacy,
Mediterranean Yachts and Hurricane Deck Boats. The boats offered by the Company
range in size from 14 feet to 55 feet and in price from approximately $9,000 to
$1.2 million (with gross profit margins ranging between 15% and 28%). The
Company believes that it differentiates itself from its competitors by offering
13 different brand name product lines, with over 100 different models of new
cruisers, fishing boats, high performance boats, pontoon boats, water-skiing
boats and general recreational boats to choose from, at prices ranging from the
low-end to the high-end of the market spectrum.

Based upon information compiled by the National Marine Manufacturer's
Association (the "NMMA"), the recreational boating industry has experienced
significant growth within the last six years with total nationwide consumer
expenditures related to recreational boating (including sales of new and used
boats, motors, trailers, equipment and accessories and related expenditures for
fuel, docking, storage and repairs) of $19.2 billion in 1998 as compared to
$10.3 billion in 1992. In 1998, the NMMA estimates that over 74 million people
participated in recreational boating and that new boat and motor sales alone
represented $8.5 billion of the $19.2 billion in total recreational boating
sales for that year. In addition, Florida generated $834 million, over 4% of
the nation's total recreational boating sales for 1998, placing it number one
among the states in terms of such sales, and, together with the Company's other
targeted expansion areas (North Carolina, South Carolina, Georgia and Alabama),
it generated over $1.8 billion of such sales.

The boat retailing industry is not only highly competitive but also highly
fragmented. The market is characterized by thousands of independent retailers,
most of which operate in only a single market, have limited financial resources
and offer only limited inventory, have annual sales of less than $3 million and
provide varying degrees of merchandising, professional management and customer
service. Management believes that many of these independent retailers do not
have the managerial or capital resources necessary to compete in the highly
competitive recreational boating industry and are thus ripe for consolidation.
As part of its expansion strategy, the Company intends to acquire a number of
existing dealerships and to capitalize upon its professional management team,
access to capital, focused purchasing and marketing strategies, ability to
leverage overhead expenses and generate operating efficiencies, and expanding
management information system infrastructure to increase the sales, control the
costs and raise the profitability levels of the dealerships it acquires.

Strategy

The Company intends to continue its growth trend as one of the leading
operators of recreational boat dealerships in the southeastern United States
through the continued implementation and maintenance of its growth and
operating strategies.

Growth Strategy

The Company's growth strategy is to continue increasing sales at its
existing stores while expanding its current store base through the further
development of its existing markets and by entering new markets. Initially, the
Company intends to focus its plans for expansion in the southeastern United
States, primarily in Florida, North Carolina, South Carolina, Georgia and
Alabama. In keeping with its growth strategy, the Company intends to own and
operate at least four additional stores within the next 18 months, using a
combination of the proceeds from this Offering, seller and inventory financing
and working capital. The Company may also finance future acquisitions in whole
or in part through the issuance of shares of Common Stock or securities
exercisable or convertible into shares of Common Stock. The Company intends to
accomplish its growth strategy through the acquisition of existing dealership
stores and/or through the opening of new stores, in the latter case either by
acquiring (by lease or purchase) and converting compatible existing facilities
or by constructing new facilities.

Strategic Acquisitions of Existing Stores. The Company intends to
capitalize upon the significant consolidation opportunities available in the
highly fragmented recreational boat dealer industry by acquiring additional
retailers and improving their performance and profitability through the
implementation of the Company's operating strategies and the establishment of
the Company's customer service specialties (such as its financing and insurance
facilitation services and its comprehensive repair and maintenance services,
each of which helps to foster customer satisfaction while providing the Company
with an additional revenue stream). The Company's growth strategy includes
acquiring (i) boat dealerships that, among other criteria, possess either the
sole franchise of a major boat manufacturer or a significant share of new boat
sales in a specific targeted market or (ii) boat dealerships that, while
located in attractive geographic markets, have not been able to realize
favorable market share or profitability and can benefit substantially from the
Company's capital, systems and operating strategies. In connection with its
growth strategy, the Company may also acquire an existing dealership merely to
obtain a new territorial exclusive, with the intention of moving it to a newly
built or converted facility developed by the Company in a more strategic or
larger location within the acquired territory. The Company may also seek to
expand its product mix by acquiring dealerships that distribute a range of
products that are not currently offered by the Company.

Opening of New Stores. In connection with opening new stores, the Company
intends to acquire (by lease or purchase) and convert compatible existing
facilities or to build new facilities with 10,000 to 25,000 square feet of
enclosed space ("superstores"). In connection with its opening of new
superstores, the Company plans to utilize its existing dealership in Orlando,
Florida as a prototype. The Orlando superstore is located directly off of, and
is visible from, a major interstate highway on five and one-half acres,
abutting a four-acre lake. The building is 20,000 square feet and accommodates
up to 35 boats in an air conditioned showroom. From this location, the Company
has garnered a market share of approximately 30% of the sports boats and
cruisers sold in the Orlando, Florida market.

Management believes that the average cost to build a new 20,000 square
foot superstore will be approximately $1.2 million, excluding the cost of the
land. The Company believes that the conversion of existing facilities into
superstores will typically involve a lower cash investment, yet generate
similar sales and gross profit margins. In addition, for both converted and
newly built superstore locations, initial pre-opening expenses are estimated to
be $75,000 to $100,000 and initial inventory requirements are anticipated to
range from $4 million to $5 million per location, most of which will be
financed by floor plan financing arrangements and will result in little
additional capital investment.

Operating Strategy

The Company's operating strategy is to maximize its profits by increasing
its operating efficiencies and through the structured application of
management's proven operating philosophies, which include (i) operating with
centralized management, (ii) increasing operating efficiencies, (iii)
maintaining a diverse product line, and (iv) focusing on consumer loyalty and
satisfaction.

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

AMRI was incorporated under the laws of the State of Delaware on June 22,
1998. Boat Tree, which will become a wholly-owned subsidiary of AMRI in
connection with the Reorganization, was incorporated under the laws of the
State of Florida in June 1992 and commenced operations that same month when it
purchased the Company's Orlando dealership from Regal. The Company opened an
additional location in Melbourne, Florida in 1995, relocated the Orlando,
Florida dealership to its current superstore facility in 1996 and opened a
location in Jacksonville, Florida in 1997. During the first half of 1998, the
Company commenced operating a dealership pursuant to a management agreement in
Belmont, North Carolina, which the Company is acquiring in connection with the
Marine America Acquisition. In addition, in February 1998, the Company opened a
dealership in Doctor's Lake, Florida; in June 1998, it opened dealerships in
Tierra Verde and Pinellas Park, Florida; and, upon the consummation of the
Offering, it is acquiring dealerships in Stuart, Jupiter, Pompano Beach and
Vero Beach, Florida in connection with the Treasure Coast Acquisition.

The Company maintains its principal executive offices at 2202 33rd Street,
Orlando, Florida 32839, and its telephone number is (407) 422-8141.

Concurrent Closing Transactions

Treasure Coast Acquisition

On January 22, 1999, the Company entered into an agreement with Treasure
Coast, Treasure Coast Boating Services, Inc. ("Treasure Services") and D.
Thomas Grane, unaffiliated third parties, to acquire substantially all of the
assets of Treasure Coast, together with certain real property in Stuart,
Florida owned by Treasure Services on which a retail boat dealership is
located. The Treasure Coast Acquisition will close upon the consummation of the
Offering, for an aggregate purchase price of $2.9 million, plus the cost of
Treasure Coast's inventory on such date. The Company intends to use
approximately $544,000 of the proceeds from this Offering to fund a portion of
such inventory costs and to obtain floor plan financing to fund the balance
(estimated to be approximately $6.5 million) of such anticipated inventory
costs. The Company has the option of paying $350,000 of the purchase price in
shares of Common Stock based upon the Offering price per share (the "Treasure
Coast Stock Payment Option"). Unless otherwise indicated, the information in
this Prospectus assumes the Company's exercise of such option. Treasure Coast
operates four retail boat dealerships in Stuart, Jupiter, Pompano Beach and
Vero Beach, Florida from which it offers recreational boats under the popular
Wellcraft brand name as well as boats sold under the brand names AquaSport,
Larson, Legacy and Mediterranean Yachts. See "Use of Proceeds" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Marine America Acquisition

to provide Marine America with new and used boat inventory, as needed, at
AMRI's invoice cost plus freight. In addition, AMRI entered into a management
agreement with Marine America pursuant to which AMRI agreed to manage the
operations of the Lakewood dealership. The Company intends to relocate the
operations of the Belmont, North Carolina dealership to a three-acre tract of
land located in Cornelius, North Carolina, which the Company acquired on May
15, 1998 for a purchase price of $348,100, and the Company intends to utilize a
portion of the net Offering proceeds to construct a 20,000 square foot
superstore on such site. See "Use of Proceeds," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Certain
Transactions" and Note 11 of Notes to Financial Statements.

Regal Option Exercise

On June 6, 1992, Boat Tree granted Regal a ten-year option to purchase 25%
of its capital stock for an aggregate purchase price of $10 (the "Regal
Option"). On September 1, 1998, Regal agreed to (i) reduce the number of shares
issuable upon the exercise of the Regal Option to the number of shares equal to
15.65% of Boat Tree's outstanding capital stock, which, after giving effect to
the Reorganization, represents 341,451 shares of AMRI's Common Stock (7.8% of
the number of shares of Common Stock that will be outstanding immediately
following the consummation of the Offering) and (ii) to exercise such option
effective upon the consummation of the Offering. See "Principal Stockholders"
and "Certain Transactions."

Pending S Corporation Termination

Since its incorporation in June 1992, Boat Tree has been treated for
Federal and Florida state income tax purposes as an S Corporation under
Subchapter S of the Internal Revenue Code and Florida law. As a result of Boat
Tree's status as an S Corporation, the stockholders of Boat Tree, rather than
Boat Tree itself, have been taxed on the earnings of Boat Tree for Federal and
State corporate income tax purposes, whether or not such earnings were
distributed to them. In connection with the Reorganization, Boat Tree's status
as an S Corporation will be terminated and AMRI will become subject to Federal
and State income taxes at applicable C Corporation rates.

As of December 31, 1998, the undistributed S Corporation earnings of Boat
Tree totaled $1.4 million. In connection with the conversion of Boat Tree from
an S Corporation to a C Corporation, Boat Tree declared a final distribution of
$550,000 of its undistributed S Corporation earnings to its current (pre-
Reorganization) stockholders (the "Final S Corporation Distribution").

The Company intends to pay the Final S Corporation Distribution out of the
net proceeds from, and on the consummation of, this Offering. Purchasers in
this Offering will not receive any portion of the Final S Corporation
Distribution. See "Use of Proceeds," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 1 of Notes to Financial
Statements.

The Offering

Common Stock offered..... 2,150,000 shares

Common Stock to be outstand
ing after the Offering 4,385,641 shares (1)(2)

Use of Proceeds.......... The Company intends to use the net proceeds of the
Offering primarily for the acquisition and
construction of additional boat dealerships, the
Closing Acquisitions, the payment of the Final S
Corporation Distribution, the upgrading of
management information systems, the repayment of
debt and for working capital and other general
corporate purposes. See "Use of Proceeds."

Risk Factors............. The securities offered hereby involve a high
degree of risk and immediate substantial dilution.
See "Risk Factors" and "Dilution."

Proposed Nasdaq National
Market symbol........... "BOAT"

- -------------
(1) Includes (i) 53,846 shares of Common Stock issuable upon exercise of the
Company's Treasure Coast Stock Payment Option, based upon an assumed price
of $6.50 per share (the midpoint of the currently anticipated range of the
initial public offering price), and (ii) 341,451 shares of Common Stock
which will be issued upon the consummation of the Offering in connection
with the exercise of the Regal Option.

(2) Does not include (i) 215,000 shares of Common Stock reserved for issuance
upon exercise of the Representatives' Warrants; (ii) 430,000 shares of
Common Stock reserved for issuance upon exercise of stock options issuable
under the Company's 1998 Stock Option Plan (the "Option Plan"), of which
options to purchase 352,000 shares of Common Stock have been granted
effective upon the consummation of the Offering; and (iii) 1,538 shares of
Common Stock which will be issued in connection with the Marine America
Acquisition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Management -- Stock Options,"
"Certain Transactions" and "Underwriting."

Summary Pro Forma Combined Financial Data
(Dollars in thousands, except per share data)

Set forth below is certain summary pro forma combined financial data for
the Company for the periods, and as of the dates, indicated. The summary pro
forma combined financial data for the Company for the years ended December 31,
1997 and 1998 is based on the historical financial statements of AMRI and has
been prepared to illustrate the effects on such historical financial data of
the Treasure Coast Acquisition and the Offering (including the exercise of the
Regal Option) as if such transactions had occurred as of January 1, 1997 with
respect to the statement of income data and as of December 31, 1998 with
respect to the balance sheet data. The Treasure Coast Acquisition is reflected
using the purchase method of accounting for business combinations. The pro
forma financial data is provided for comparative purposes only and does not
purport to be indicative of the results that actually would have been obtained
if this transaction had been effected on the dates indicated. The information
presented below is qualified in its entirety by, and should be read in
conjunction with, "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Pro Forma Financial Data," "Selected Financial
Data" and the financial statements and notes thereto included elsewhere in this
Prospectus.

Pro Forma Combined Statement of Income Data:

Year ended December 31,
-----------------------------
1997 1998
------------- -------------

Revenue .............................................. $ 30,952 $ 43,364
Cost of sales ........................................ 24,142 32,840
---------- ----------
Gross profit ...................................... 6,810 10,524
Selling, general and administrative expenses ......... 5,889 8,515
---------- ----------
Income from operations ............................ 921 2,009
Other income ......................................... 33 67
Interest expense ..................................... (486) (726)
---------- ----------
Income before taxes .................................. 468 $ 1,350
Taxes on income(1) ................................... 194 526
---------- ----------
Net income ........................................ $ 274 $ 824
========== ==========
Net income per common share:
Basic ............................................. $ .06 $ .19
Diluted ........................................... $ .06 $ .19
Weighted average common shares outstanding:
Basic ............................................. 4,385,641 4,385,641
Diluted ........................................... 4,385,641 4,385,641

Pro Forma Combined Balance Sheet Data (2):

December 31, 1998
------------------
Cash and cash equivalents ........................ 9,122
Working capital .................................. 8,390
Total assets ..................................... 36,385
Short-term debt .................................. 21,603
Long-term debt, less current maturities .......... 1,453
Total liabilities ................................ 23,742
Stockholders' equity ............................. 12,643

(Footnotes appear on following page)

- -------------
(1) Prior to the date of this Prospectus, Boat Tree has been an S Corporation
and therefore has not been subject to Federal or State corporate income
taxes (other than Florida franchise taxes). The S Corporation status has
been terminated as of the date of this Prospectus. Taxes on income reflect
a tax provision as if the Company had not been an S Corporation during the
indicated periods and represents a combined Federal and State tax rate of
approximately 39%. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Notes 1 and 8 of Notes to
Financial Statements.

(2) Adjusted to give retroactive effect to (i) the termination of Boat Tree's S
Corporation status and the net deferred tax asset of $104,000 associated
therewith, (ii) the Treasure Coast Acquisition, including the Company's
exercise of the Treasure Coast Stock Payment Option at an assumed price of
$6.50 per share (the midpoint of the currently anticipated range of the
initial public offering price), (iii) the exercise of the Regal Option,
and (iv) the sale of the 2,150,000 shares of Common Stock offered hereby
at an assumed price of $6.50 per share and the anticipated application of
the estimated net proceeds therefrom, including for the repayment of
indebtedness and the payment of the Final S Corporation Distribution to
the stockholders of Boat Tree. See "Use of Proceeds" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Summary Historical Financial Data
(Dollars in thousands, except per share data)

Set forth below is certain summary historical financial data for AMRI for
the periods, and as of the dates, indicated. The historical financial data is
derived from, and should be read in conjunction with, the financial statements
of AMRI, including the notes thereto, appearing elsewhere in this Prospectus.
The information presented below is qualified in its entirety by, and should be
read in conjunction with, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Selected Financial Data" and the
financial statements and notes thereto included elsewhere in this Prospectus.

Year ended December 31,
---------------------------------------------
1996 1997 1998
------------- ------------- -------------

Statement of Income Data:
Sales and service revenue ............................ $ 13,058 $ 20,183 $ 24,229
Finance and insurance income ......................... 591 1,043 1,334
---------- ---------- ----------
Total revenue ..................................... 13,649 21,226 25,563
Cost of sales and service revenue .................... 10,544 16,327 19,083
---------- ---------- ----------
Gross profit ...................................... 3,105 4,899 6,480
Selling, general and administrative expenses ......... 2,493 4,085 5,418
---------- ---------- ----------
Income from operations ............................ 612 814 1,062
Other income ......................................... 10 33 67
Interest expense ..................................... (239) (333) (525)
---------- ---------- ----------
Net income ........................................ 383 514 604
Pro Forma Unaudited Statements of Income Data (1):
Pro forma taxes on income ............................ 150 198 232
---------- ---------- ----------
Pro forma net income ................................. $ 233 $ 316 $ 372
========== ========== ==========
Pro forma net income per common share:
Basic (2) ......................................... $ .12 $ .16 $ .19
Diluted (3) ....................................... $ .10 $ .14 $ .16
Pro forma weighted average common shares
outstanding:
Basic (2) ......................................... 1,925,459 1,924,959 1,924,959
Diluted (3) ....................................... 2,266,910 2,266,410 2,266,410

Balance Sheet Data:
December 31,
---------------------
1997 1998
-------- ----------
Cash and cash equivalents ....................... 307 1,139
Working capital ................................. 171 (542)
Total assets .................................... 9,681 18,975
Short-term debt ................................. 6,853 15,361
Long-term debt, less current maturities ......... 1,221 1,453
Total liabilities ............................... 8,543 17,498
Stockholders' equity ............................ 1,138 1,477

(Footnotes appear on following page)

- -------------
(1) Prior to the date of this Prospectus, Boat Tree has been an S Corporation
and therefore has not been subject to Federal or State corporate income
taxes (other than Florida franchise taxes). The S Corporation status has
been terminated as of the date of this Prospectus. Pro forma taxes on
income reflect a tax provision as if the Company had not been an S
Corporation during the indicated periods and represents a combined Federal
and State tax rate of approximately 39%. Historical earnings per share is
not presented because earnings per share of an S Corporation may not be
meaningful. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Notes 1 and 8 of Notes to
Financial Statements.

(2) Gives effect to the sale of 84,615 of the shares of Common Stock offered
hereby, which represents the approximate number of shares of the Common
Stock being sold by the Company to fund the payment of the Final S
Corporation Distribution of $550,000 at an assumed price of $6.50 per
share (the midpoint of the currently anticipated range of the initial
public offering price). See "Use of Proceeds" and Notes 1 and 5 of Notes
to Financial Statements.

(3) Gives effect to the exercise of the Regal Option. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and Notes 1 and 6 of Notes to Financial Statements.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. In addition to the other information in this Prospectus,
prospective investors should carefully consider the following risk factors in
evaluating the Company and its business before purchasing shares of the Common
Stock offered hereby.

Risks Relating to Proposed Expansion Plans

The Company's growth has resulted primarily from, and the Company
anticipates it will continue to be increasingly dependent upon, the addition of
new stores and continued sales and profitability from existing stores. The
Company has opened six stores since its inception in 1992, through the
acquisition of existing dealerships and the development of new facilities, and
will acquire five additional stores concurrently with the consummation of the
Offering in connection with the Closing Acquisitions. In addition, the Company
has allocated $5.9 million (52.6%) of the net proceeds of this Offering to the
acquisition, conversion and/or construction of at least four additional stores
during the next 18 months, as well as to the relocation and expansion (into a
superstore) of its Belmont, North Carolina store. See "Use of Proceeds."

The Company's expansion plans are based upon acquiring existing boat
dealership stores and/or opening new store facilities (either by purchasing or
leasing existing facilities and converting them into new dealership stores or
by building new stores) in target markets where acquisitions are not available.
The success of the Company's expansion plans will depend upon a number of
general factors, including the identification of new markets and locations, the
Company's financial capabilities, the hiring, training and retention of
qualified personnel and the integration of new stores into existing operations.
The Company's growth strategy will also depend upon the Company's ability to
locate and acquire suitable acquisition candidates at a reasonable cost and to
dispose, timely and effectively, of the acquired entity's remaining inventory,
as well as the ability of the Company to sell its product line to the customer
base of the previous owner. In addition, the Company's expansion plans will
depend upon the Company's ability (i) to locate and lease or construct suitable
facilities at a reasonable cost, (ii) to obtain the reliable data necessary to
determine the size and product preferences of potential markets, (iii) to
introduce successfully the Company's product lines, and (iv) to hire and train
management and sales teams for each additional location. There can be no
assurance that suitable acquisition candidates will be identified, that
acquisitions will be consummated, that new facilities will be constructed on a
cost-effective basis or that the operations of any new or acquired facility
will be successfully integrated into the Company's operations and managed
profitably without substantial costs, delays, or other operational or financial
difficulties. In addition, increased competition for acquisition candidates may
increase purchase prices for acquisitions to levels beyond the Company's
financial capability or to levels that would not result in the returns required
by the Company's acquisition criteria. Consequently, there can be no assurance
that the Company will be able to achieve its expansion goals or, if it is able
to expand its operations, that the Company will be able to achieve greater
operating income or profitability. Moreover, the Company may finance future
acquisitions in whole or in part through the issuance of shares of Common Stock
or securities exercisable or convertible into shares of Common Stock. To the
extent that the Company finances future acquisitions in whole or in part
through the issuance of shares of Common Stock or securities exercisable or
convertible into shares of Common Stock, existing stockholders may experience a
dilution in the voting power of their shares of Common Stock and earnings per
share may be negatively impacted. In addition, unforeseen expenses,
difficulties, and delays frequently encountered in connection with rapid
expansion could inhibit the Company's growth and negatively impact
profitability. Moreover, in light of the significant up-front capital
expenditures and pre-opening costs (which, in the case of a newly constructed
20,000 square foot superstore, are estimated to be approximately $1.2 million,
excluding the cost of the land and financed inventory) associated with the
establishment of a new dealership and the length of time required to consummate
an acquisition or construct a new facility and to open a new dealership, the
failure of any such new dealership would have a material adverse effect on the
Company.

In addition, while the Company will explore acquisitions of dealerships
that it believes are compatible with its business strategy and regularly
evaluates possible acquisition opportunities, as of the date of this
Prospectus, the Company has no agreements, commitments, understandings or
arrangements with respect to any potential acquisitions other than the Closing
Acquisitions. Consequently, there is no basis for investors in this Offering to
evaluate, prior to their investment in the Company, the specific merits or
risks of any potential acquisition that

the Company may undertake following the consummation of the Offering. Moreover,
under Delaware law, various forms of business combinations can be effected
without stockholder approval; accordingly, investors in this Offering will, in
some instances, neither receive nor otherwise have the opportunity to evaluate
any financial or other information which may be made available to the Company
in the future in connection with any acquisition and must rely entirely upon
the ability of management in selecting, structuring and consummating
acquisitions that are consistent with the Company's business objectives.
Although the Company will endeavor to evaluate the risks inherent in a
particular acquisition, there can be no assurance that the Company will
properly ascertain or assess all significant risk factors prior to consummating
any acquisition. Any inability to do so, particularly in instances in which the
Company has made significant capital investments, could have a material adverse
effect on the Company. In addition, there can be no assurance that any acquired
business will increase the revenues and/or market share of the Company or
otherwise improve the financial condition of the Company. See "Business --
Strategy -- Growth Strategy."

Possible Inability to Manage Growth

As a result of its recent and anticipated future expansion, the Company
has and will increasingly become vulnerable to a variety of business risks
associated with rapidly growing companies. The Company's current growth plans
require, among other things, reviewing and reorganizing acquired business
operations, product offerings, corporate infrastructure and systems, and
financial controls and assimilating newly acquired or start-up operations
within the Company's existing corporate structure. Such strategy may place
significant pressures on the Company's management and staff, working capital
and financial and management control systems as such growth will require
development and operation of a significantly larger business over a broader
geographical area. The failure to maintain or upgrade financial and management
control systems or to recruit additional staff or to respond effectively to
difficulties encountered during growth could have a material adverse effect on
the Company's business, financial condition and operating results. Although the
Company is taking steps to ensure that its systems and controls are adequate to
address its current and anticipated needs, including the recent hiring of a
Chief Financial Officer, and is attempting to recruit additional staff, there
can be no assurance that, if it continues to grow, the Company will be able to
effectively manage its growth, anticipate and satisfy all of the changing
demands and requirements that such growth will impose upon it or achieve
greater operating income or profitability. See "Business -- Strategy."

Reliance on Manufacturers and Other Key Vendors

The Company is substantially dependent upon its relationship with, and
receiving favorable pricing arrangements from, a limited number of major
manufacturers. AMRI purchased 69% of its new boats in 1998 from Regal (which
will be a principal stockholder of the Company upon the consummation of the
Offering), of which 98% were powered with Volvo-Penta engine packages. Sales of
Regal boats constituted approximately 68.5% of AMRI's sales in 1998 and it did
not purchase more than 10% of its new boats from any other manufacturer in
1998. Substantially all of Treasure Coast's purchases and sales for the year
ended December 31, 1998 were boats sold under the Wellcraft brand name. The
Company's success depends to a significant extent on the continued popularity
and reputation for quality of the boating products of its manufacturers,
particularly those of Regal and Wellcraft. In addition, any adverse change in
the financial condition, production efficiency, product development, and
management and marketing capabilities of the Company's manufacturers,
particularly those of Regal and Wellcraft, would have a substantial impact on
the Company's business. To ensure adequate inventory levels to support the
Company's expansion, it may be necessary for Regal and Wellcraft and other
manufacturers to increase production levels or allocate a greater percentage of
their production to the Company. In the event the operations of Regal and
Wellcraft or the Company's other major manufacturers were interrupted or
discontinued, the Company could experience temporary inventory shortfalls, or
disruptions or delays with respect to any unfilled purchase orders. Although
the Company believes that adequate alternate sources would be available that
could replace a manufacturer as a product resource, there can be no assurance
that such alternate sources will be available at the time of any such
interruption or that alternative products will be available at comparable
quality and prices or that the Company's customers would accept such
replacements. The cancellation of the Company's agreement with Regal, Regal's
arrangements with Volvo-Penta or the Company's arrangements with Wellcraft or
any other of its major manufacturers; the unanticipated failure of any
manufacturer or supplier to

meet the Company's requirements with regard to volume or design specifications;
the Company's inability to locate acceptable alternative manufacturers or
suppliers; the Company's failure to have dealer agreements renewed or to fail
to comply with the terms of the dealer agreements; or any substantial increase
in a manufacturer's pricing to the Company, could have a material adverse
effect on the Company's business, financial condition and operating results.
See "Business -- Relationship with Boat Manufacturers."

As is typical in the recreational boating industry, the Company generally
deals with its manufacturers pursuant to annually renewable (except for its
current agreement with Regal which has a three-year term), non-exclusive,
dealer agreements. These agreements do not contain any contractual provisions
concerning product pricing or required purchasing levels. Pricing is generally
established on a model year basis, but is subject to change at the
manufacturer's sole discretion. In the event that the Company's arrangements
with these manufacturers were changed or terminated for any reason, including
as a result of changes in competitive, regulatory or marketing practices, the
Company's business, financial condition and operating results could be
adversely affected. In addition, the timing, structure and amount of
manufacturer sales incentives and rebates could impact the timing and
profitability of the Company's sales. See "Business -- Relationship with Boat
Manufacturers."

Limited Number of Stores in Operation; Geographic Concentration

The Company currently has ten retail stores in operation in Florida and
operates one store in North Carolina. Consequently, the results achieved to
date by the Company's stores may not be indicative of the prospects or market
acceptance of a larger number of stores, particularly in wider and more
geographically dispersed areas with varied demographic characteristics. In
addition, given the Company's current geographic concentration, adverse
publicity relating to the Company's dealerships or adverse weather conditions
could have a more pronounced adverse effect on the Company's operating results
than might be the case if the Company's stores were more geographically
dispersed. Adverse weather conditions or an economic decline in the Florida
stores could have a material adverse effect on the Company's operations and
prospects. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business -- Properties."

Impact of Seasonality and Weather on Operations;
Fluctuations in Operating Results

The recreational boating industry is highly seasonal. The Company's sales
are typically the strongest commencing in March, following the beginning of the
public boat and recreation shows and continuing through October. If the
Company's sales were to be substantially below seasonal norms, the Company's
business, financial condition and operating results would be materially and
adversely affected. Historically, the Company generally realizes significantly
lower sales in the fourth quarter of the year, resulting in operating losses
during that quarter. Weather patterns also may significantly affect the
Company's business and may adversely impact the Company's operating results.
For example, reduced rainfall levels, as well as excessive rain or drought
conditions, may render boating dangerous or inconvenient or force area lakes to
close, thereby reducing customer demand for the Company's products. In
addition, prolonged winter conditions or unseasonably cool weather may lead to
a shorter selling season in affected locations. Moreover, the Company's current
concentration in the Florida area and the limited geographic diversity of the
Company's near term expansion plans increases the potential adverse effect that
adverse weather conditions in the Company's locations could have on the
Company's operating performance. The Company's results of operations may also
fluctuate significantly from quarter to quarter as a result of a number of
other factors, including timing of new store openings (and expenses incurred in
connection therewith) by either the Company or its competitors, the advertising
activities of the Company and its competitors and the emergence of new market
entrants. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business -- Seasonality."

Impact of General Economic and Industry Conditions
and Discretionary Consumer Spending

The Company's operations depend upon a number of factors relating to or
affecting consumer spending for luxury goods, such as recreational boats. The
Company's operations may be adversely affected by unfavorable

local, regional, or national economic developments or by uncertainties
regarding future economic prospects that reduce consumer spending in the
markets served by the Company. Consumer spending on luxury goods can also be
adversely affected as a result of declines in consumer confidence levels, even
if prevailing economic conditions are favorable. In an economic downturn,
consumer discretionary spending levels generally decline, often resulting in
disproportionately large reductions in the sale of luxury goods. Similarly,
rising interest rates could have a negative impact on consumers' ability or
willingness to finance boat purchases, which could also adversely affect the
ability of the Company to sell its products. There can be no assurance that the
Company could maintain its profitability during any such period of adverse
economic conditions or low consumer confidence. Changes in federal and state
tax laws, such as an imposition of luxury taxes on certain new boat purchases,
also could influence consumers' decisions to purchase products offered by the
Company and could have a negative effect on the Company's sales. See "Business
- -- Recreational Boating Industry."

Fuel Prices and Availability

The boats sold by the Company are powered by diesel or gasoline engines.
Consequently, an interruption in the supply, or a significant increase in the
price or tax on the sale, of such fuel on a regional or national basis could
have a material adverse effect on the Company's sales and operating results. At
various times in the past, diesel or gasoline fuel has been difficult to
obtain, and there can be no assurance that the supply of such fuels will not be
interrupted, that rationing will not be imposed or that the price of or tax on
such fuels will not significantly increase in the future. See "Business --
Recreational Boating Industry."

Limitations to Market Entry

Under certain of its dealer agreements, the Company must obtain permission
from its manufacturers to sell products in new markets. While the Company
believes it can sell products of other manufacturers in new markets, there can
be no assurance that all of the Company's current manufacturers will grant
permission for the Company to sell in new markets, or if unable to obtain such
permission, that the Company can obtain suitable alternative sources of supply.
See "Business -- Relationship with Boat Manufacturers."

Competition

The Company operates in a highly competitive environment. In addition to
facing competition generally from businesses seeking to attract discretionary
spending dollars, the recreational boat industry itself is highly fragmented,
resulting in intense competition for customers, access to quality products,
access to boat show space in new markets and suitable retail locations. The
Company relies heavily on boat shows to generate sales. If the Company is
impeded in its ability to participate in boat shows in its existing or targeted
markets, it could have a material adverse effect on the Company's business,
financial condition and operating results.

The Company competes primarily with single-location boat dealers and
national or regional chains and, with respect to sales of marine parts,
accessories and equipment, with national specialty marine parts and accessories
stores, catalog retailers, sporting goods stores and mass merchants. Dealer
competition continues to increase based on the quality of available products,
the price and value of the products and attention to customer service. There is
significant competition both within markets currently being served by the
Company and in the new markets that the Company plans to enter. The Company
competes in each of its markets with retailers of brands of boats and motors
not sold by the Company in that market. In addition, several of the Company's
competitors, especially those selling boating accessories, are large national
or regional chains that have substantially greater financial, marketing and
other resources than the Company. There can be no assurance that the Company
will continue to be able to compete successfully in the recreational boating
industry. See "Business -- Competition."

Income from Financing, Insurance and Extended Service Contracts

AMRI derives a substantial portion of its income from referral fees
relating to the origination and placement of customer financing and the sale of
extended service contracts and insurance products (collectively, "F&I
Products"), the most significant component of which is the income resulting
from AMRI's origination of customer financing contracts. In fiscal 1998, F&I
Products accounted for 5.2% of AMRI's gross revenues

and 20.6% of AMRI's gross profit. The availability of financing for the
Company's customers and the level of participation and other fees received by
the Company in connection with such financing depend on the particular
arrangement between the Company and the lender. The Company's lenders may
choose to pursue this business directly, rather than through intermediaries
such as the Company. Moreover, such lenders may impose terms in their retail
dealer financing arrangements with the Company that may be materially
unfavorable to the Company or its customers. For these and other reasons, the
Company could experience a significant reduction in income resulting from
reduced demand for its customer financing programs. In addition, if profit
margins are reduced on sales of F&I Products, or if these products are no
longer available, it would have a material adverse effect on the Company's
business, financial condition and operating results. Furthermore, under
optional extended service contracts with customers, the Company may experience
significant breach of warranty claims that may, in the aggregate, be material
to the Company's business. Beginning in 1996 and ceasing in April 1998, AMRI's
use of a "dealer rebate" by certain customers as part of, or in lieu of, a
customer down payment resulted in a breach of certain provisions of the retail
dealer financing agreements. Under the terms of these agreements, the use of
dealer rebates obligates the Company in such instances to indemnify the finance
company against foreclosure losses. Upon the Company's repayment of the
customer's defaulted obligation, the finance company will assign the customer's
loan contract to the Company and the Company would attempt to collect on the
customer's loan or repossess the underlying collateral. Repossessed boats would
be sold in the normal course of business through the Company's stores. In the
event that the Company's obligation to indemnify the finance company against
foreclosure losses exceeds the proceeds received by the Company from collection
on the loans and/or the sale of the repossessed boats (plus any amounts accrued
by the Company for such losses), there could be a material adverse effect on
the business, financial condition and operating results of the Company. See
"Business -- Products and Services -- Boat Financing."

Availability of Financing

The Company currently has significant floor plan financing and other
inventory lines of credit from financing institutions and other lenders, which
the Company believes are competitive. While the Company believes it will
continue to be able to obtain competitive financing, there can be no assurance
that such financing will be available to the Company. The failure to obtain
sufficient financing on favorable terms and conditions could have a material
adverse effect on the business, financial condition and operating results of
the Company. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources" and "Business --
Operations -- Floor Plan Financing."

Impact of Environmental and Other Regulatory Issues

On December 3, 1996, the U.S. Environmental Protection Agency ("EPA")
announced final regulations for outboard marine motors. Under the regulations,
manufacturers beginning with model year 1998 and phased in over nine years must
reduce hydrocarbon emissions by 75% from the previously acceptable levels. The
regulation only effects new engines. The EPA estimated that average costs for
these engines would, as a consequence, increase modestly, approximately 10-15%
or approximately $700 on the average power output engine. While the Company
believes that its outboard motor manufacturers currently meet or exceed the new
EPA standards and specifications and that any increased costs to the Company
resulting from such new regulations have already been factored into its
manufacturing costs, future costs of compliance and/or the inability of some or
all of the Company's manufacturers to comply with the EPA requirements in the
future, could have a material adverse affect on the Company's business,
financial condition and operating results.

The Company, in the ordinary course of its business, is required to
dispose of certain waste products that are regulated by state or federal
agencies. These products include waste motor oil, tires, batteries and certain
paints. The Company retains a waste management firm to dispose of such
products. If there were improper disposal of these products, it could result in
potential liability for the Company.

Additionally, certain states have required or are considering requiring a
license in order to operate a recreational boat. While such licensing
requirements are not expected to be unduly restrictive, regulations may
discourage potential first-time buyers, thereby limiting future sales and
adversely affecting the Company's business, financial condition and operating
results. See "Business -- Environmental and Other Regulatory Issues."

Product and Service Liability Risks

The Company may be exposed to potential liability for personal injury or
property damage claims relating to the use of products sold and serviced by the
Company. The resolution of product liability claims has not materially affected
the Company in the past. The Company believes that manufacturers of the
products sold by the Company generally maintain product liability insurance.
The Company also maintains third-party product liability insurance that it
believes to be adequate. There can be no assurance, however, that the Company
will not experience claims that are not covered by or that are in excess of its
insurance coverage. Any significant claims against the Company which are not
covered by insurance could adversely affect the Company's business, financial
condition, operating results and prospects as well as its business reputation
with potential customers. See "Business -- Product Liability" and "Business --
Insurance."

Dependence on Key Personnel

The future success of the Company will largely depend on the continued
efforts and abilities of Joseph G. Pozo, Jr., the Company's Chairman,
President, Chief Executive Officer and majority stockholder. Although the
Company has a three-year employment agreement with Mr. Pozo and maintains
key-person life insurance on his life in the amount of $1 million, the Company
cannot assure that Mr. Pozo will remain with the Company throughout the term of
the agreement, or thereafter, or that the proceeds of such insurance policy
would adequately compensate the Company for the lack of Mr. Pozo's services. In
addition, the Company will likely depend on the senior management of any
significant dealers it acquires in the future. The loss of the services of one
or more of these key employees before the Company is able to attract and retain
qualified replacement personnel could adversely affect the Company's business.
The success of the Company will also be dependent upon its ability to hire and
retain additional qualified management, sales and financial personnel. The
Company faces considerable competition for such personnel from other marketers
of recreational boats and other vehicles. There can be no assurance that the
Company will be able to attract and retain additional qualified personnel. Any
inability to do so could have a material adverse effect on the Company. See
"Management."

Control by Existing Stockholders

Upon the consummation of the Offering, Joseph G. Pozo, Jr. will continue
to own and/or control approximately 34.8% of the outstanding shares of Common
Stock. As a result, Mr. Pozo will continue to be able to exert significant
influence over the outcome of all matters submitted to a vote of the
stockholders, including the election of directors, amendments to the Company's
Certificate of Incorporation and approval of significant corporate
transactions. Such consolidation of voting power could also have the effect of
delaying, deterring or preventing a change in control of the Company that might
be beneficial to other stockholders. See "Principal Stockholders" and
"Description of Securities."

Shares Eligible for Future Sale; Registration Rights

No prediction can be made as to the effect, if any, that future sales of
Common Stock or the availability of such shares for future sales will have on
the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock, or the perception that such sales could
occur, could adversely affect prevailing market prices for the Common Stock.
Upon the consummation of the Offering, the Company will have 4,385,641 (not
including 1,538 shares to be issued in connection with the Marine America
Acquisition) shares of Common Stock issued and outstanding (4,708,141 if the
Representatives' over-allotment option is exercised in full), of which the
2,150,000 shares of Common Stock sold in the Offering will be freely tradeable
without restriction or further registration under the Securities Act, unless
such shares are acquired by an "affiliate" of the Company as that term is
defined under the Rule 144 under the Securities Act ("Rule 144"). The remaining
2,235,641 shares of Common Stock have not been registered under the Securities
Act and may not be sold unless they are registered or unless an exemption from
registration, such as the exemption provided by Rule 144, is available. Such
unregistered shares of Common Stock will become eligible for sale pursuant to
Rule 144, subject to the volume and manner of sale limitations prescribed by
Rule 144 and/or to the contractual restriction of a 12-month "lock-up"
agreement with BlueStone, at various times commencing 90 days following the
date of this Prospectus. In addition, the Representatives have been granted
certain demand and "piggyback" registration

rights commencing one year from the date of this Prospectus with respect to the
registration under the Securities Act of the securities issuable upon exercise
of the Representatives' Warrants. The exercise of such rights could result in
substantial expense to the Company. Furthermore, in the event the
Representatives exercise their registration rights, the Representatives and any
holder of such warrants who is a market maker of the Company's securities prior
to such distribution, will be unable to make a market in the Company's
securities for up to nine days prior to the commencement of such distribution
and until such distribution is completed. If the Representatives cease making a
market, the market and market prices for the securities may be adversely
affected and the holders thereof may be unable to sell such securities. See
"Shares Eligible for Future Sale" and "Underwriting."

Absence of Public Market; Possible Volatility of Stock Price

Prior to the Offering, there has been no public market for the Common
Stock, and there can be no assurance that an active trading market will develop
or be sustained in the future or that the market price of the Common Stock will
not decline below its initial public offering price. If an active public market
for the Common Stock does not develop, the market price and liquidity of the
Common Stock will likely be materially adversely affected. The initial public
offering price of the Common Stock, which will be determined by negotiations
between the Company and the Representatives, will not necessarily be related to
the Company's asset value, net worth or other established criteria of value and
may not be indicative of the market price for the Common Stock after this
Offering. The trading price of the Common Stock could be subject to wide
fluctuations in response to variations in the Company's quarterly operating
results, changes in earnings estimates by analysts, conditions in the Company's
businesses or general market or economic conditions. In addition, in recent
years, the stock market has experienced extreme price and volume fluctuations.
These fluctuations have had a substantial effect on the market prices for many
growth companies often unrelated to the operating performance of the specific
companies. Such market fluctuations could have a material adverse effect on the
market price for the Common Stock. See "Underwriting."

No Dividends Anticipated

The Company intends to retain all future earnings for use in the
development of its business and does not anticipate paying any dividends in the
foreseeable future. See "Dividend Policy."

Immediate and Substantial Dilution to New Investors

Purchasers of Common Stock in the Offering will acquire approximately
49.0% of the then outstanding Common Stock for 97.2% of the total consideration
paid for the then outstanding Common Stock (based on an assumed price of $6.50
per share, the midpoint of the currently anticipated range of the initial
public offering price) and will experience immediate and substantial dilution
in net tangible book value per share. As of December 31, 1998, AMRI had a net
tangible book value of approximately $.80 per share. After giving retroactive
effect to the sale of the shares of Common Stock offered hereby and the
anticipated use of the estimated net proceeds therefrom and certain other
transactions to be effected by the Company upon the consummation of the
Offering, the as adjusted net tangible book value of AMRI at December 31, 1998
would have been $2.51 per share, representing an immediate dilution of $3.99
(61.4%) per share to purchasers in the Offering. See "Dilution."

Adverse Effect of the Authorization of Preferred Stock;
Anti-Takeover Provisions Affecting Stockholders

The Company's Certificate of Incorporation authorizes the Company's Board
of Directors to issue 1,500,000 shares of "blank check" preferred stock of the
Company (the "Preferred Stock") and to fix the rights, preferences, privileges
and restrictions, including voting rights, of these shares, without further
stockholder approval. The rights of the holders of Common Stock will be subject
to and may be adversely affected by the rights of holders of any Preferred
Stock that may be issued in the future. The ability to issue Preferred Stock
without stockholder approval could have the effect of making it more difficult
for a third party to acquire a majority of the voting stock of the Company,
thereby delaying, deferring or preventing a change in control of the Company.
Moreover, following the consummation of this Offering, the Company will be
subject to the State

of Delaware's "business combination" statute, which prohibits a publicly-traded
Delaware corporation from engaging in various business combination transactions
with any of its 15% stockholders for a period of three years after the date of
the transaction in which the person became an "interested stockholder," unless
certain approvals are obtained or other events occur. The statute could
prohibit or delay mergers or other attempted takeovers or changes in control
with respect to the Company and, accordingly, may discourage attempts to
acquire the Company. See "Description of Securities."

Limited Lead Underwriting Experience

Although BlueStone has engaged in the investment banking business since
its formation as a broker-dealer in March 1996, and its principals have had
extensive experience in the underwriting of securities in their capacities with
other broker-dealers, this Offering constitutes one of the first public
offerings for which BlueStone has acted as the lead Underwriter. See
"Underwriting."

Year 2000 Issues

Many currently installed computer systems and software products are coded
to accept only two-digit entries to represent years in the date code field.
Computer systems and products that do not accept four-digit year entries will
need to be upgraded or replaced to accept four-digit entries to distinguish
years beginning with 2000 from prior years. Management is in the process of
becoming compliant with the Year 2000 requirements and believes that its
management information system will comply with the Year 2000 requirements on a
timely basis at a minimal cost. The Company currently does not anticipate that
it will experience any material disruption to its operations as a result of the
failure of its management information system to be Year 2000 compliant. There
can be no assurance, however, that computer systems operated by third parties,
including customers, vendors, credit card transaction processors, and financial
institutions, with which the Company's management information system interface
will continue to properly interface with the Company's system and will
otherwise be compliant on a timely basis with Year 2000 requirements. The
Company currently is developing a plan to evaluate the Year 2000 compliance
status of third parties with which its system interfaces. Any failure of the
Company's management information system or the systems of third parties to
timely achieve Year 2000 compliance could have a material adverse effect on the
Company's business, financial condition, and operating results. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Forward-Looking Information May Prove Inaccurate

This Prospectus contains various forward-looking statements that are based
on the Company's beliefs as well as assumptions made by and information
currently available to the Company. When used in this Prospectus, the words
"believe," "expect," "anticipate," "estimate" and similar expressions are
intended to identify forward-looking statements. The accuracy of such
forward-looking statements is subject to certain risks, uncertainties and
assumptions, including those identified above under "Risk Factors." Should one
or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated, or projected. The Company cautions potential purchasers
not to place undue reliance on any such forward-looking statements.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,150,000 shares of
Common Stock offered hereby are estimated to be approximately $11,262,250
($13,201,281 if the Representatives' over-allotment option is exercised in
full), assuming an initial public offering price of $6.50 per share (the
midpoint of the currently anticipated range of the initial public offering
price) and after deducting underwriting discounts and estimated offering
expenses. The Company expects to use the net proceeds approximately as follows:

Approximate
Approximate Percentage of
Anticipated Use of Net Proceeds Dollar Amount Net Proceeds
- --------------------------------------------------------- --------------- --------------

Acquisition and construction of dealerships (1) ......... $ 5,925,000 52.6%
Closing Acquisitions (2) ................................ 3,205,000 28.5
Final S Corporation Distribution (3) .................... 550,000 4.9
Management information systems (4) ...................... 350,000 3.1
Repayment of indebtedness (5) ........................... 300,000 2.7
Working capital ......................................... 932,250 8.2
----------- -----
Total ................................................. $11,262,250 100.0%
=========== =====

- ------------
(1) Represents $1.7 million to be used in connection with the Company's
relocation of the Belmont, North Carolina dealership to, and construction
of a new superstore on, property recently acquired by the Company in
Cornelius, North Carolina, as well as $4.2 million allocated to the
acquisition, conversion and/or construction of at least four additional
stores (including at least one additional superstore) during the next 18
months. The Company expects the average cost to construct a new 20,000
square foot superstore to be approximately $1.2 million, excluding the
cost of land. See "Business -- Strategy -- Growth Strategy."

(2) Represents $3.2 million ($2.6 million of the purchase price, plus $544,000
to fund the costs of a portion of Treasure Coast's inventory on the
closing date) payable in connection with the Treasure Coast Acquisition
and $100,000 to repay a note issued in connection with the Marine America
Acquisition. In the event the Company chooses not to exercise its Treasure
Coast Stock Payment Option, an additional $350,000 of the proceeds
currently allocated to working capital will be added to this category. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations."

(3) Represents the amount of the Final S Corporation Distribution to be made to
the stockholders of Boat Tree upon the consummation of this Offering. See
"Prospectus Summary -- Pending S Corporation Termination."

(4) Represents amounts to be utilized to upgrade and expand the Company's
management information systems. See "Business -- Management Information
Systems."

(5) Represents repayment of a line of credit from Regal with a maximum
borrowing availability of $300,000 at an interest rate of 10%, the
proceeds of which the Company used in connection with certain pre-offering
expenses relating to this Offering and working capital. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and "Certain Transactions."

If the Representatives exercise their over-allotment option in full, the
Company will realize additional net proceeds of approximately $1.9 million.
Such proceeds, if received, will be used for working capital and general
corporate purposes. Pending their uses as set forth above, the Company intends
to invest the net proceeds of this Offering in short-term, investment grade,
interest-bearing securities.

The allocation of the net proceeds set forth above represents the
Company's best estimates based on its proposed plans and assumptions relating
to its operations and growth strategy and on current economic and industry
conditions. The amounts actually expended for the above purposes may vary
significantly; furthermore, new purposes may take precedence over those listed
above, depending upon numerous factors, including the availability of desirable
dealership acquisition opportunities, changes in economic and/or industry
conditions, creditor and supplier relations, the progress and timing of new
dealership openings, government regulation and future revenues and
expenditures. The Company believes that the proceeds of this Offering, together
with anticipated revenues from operations and its existing capital resources,
will be sufficient to satisfy its contemplated

cash requirements for at least 18 months following the consummation of this
Offering. In the event, however, that the Company's plans change (due to
changes in market conditions, competitive factors or new opportunities that may
become available in the future), its assumptions change or prove to be
inaccurate or if the proceeds of this Offering or cash flows prove to be
insufficient to implement its business and expansion plans (due to
unanticipated expenses, difficulties or otherwise), the Company could be
required to seek additional financing prior to such time. Consequently, there
can be no assurance that the proceeds of this Offering will be sufficient to
permit the Company to implement its business plan or that any assumptions
relating to the implementation of such plans will prove to be accurate.
Moreover, although the Company has applied for a $10 million line of credit
from TransAmerica Commercial Finance Corp. ("TransAmerica"), there can be no
assurance that such application will be granted or that any additional
financing, if needed, would be available to the Company on commercially
reasonable terms, or at all.

DILUTION

The difference between the initial public offering price per share of
Common Stock and the net tangible book value per share of Common Stock after
the Offering constitutes the dilution to investors in the Offering. Net
tangible book value per share on any given date is determined by dividing the
net tangible book value of the Company (total tangible assets less total
liabilities) on such date by the number of then outstanding shares of Common
Stock.

At December 31, 1998, the net tangible book value of AMRI was $1,477,152,
or $.80 per share. After giving retroactive effect to (i) the termination of
Boat Tree's S Corporation status, (ii) the consummation of the Treasure Coast
Acquisition, (iii) the exercise of the Regal Option, and (iv) the sale of the
2,150,000 shares of Common Stock offered hereby at an assumed price of $6.50
per share (the midpoint of the currently anticipated range of the initial
public offering price) and the receipt and anticipated application of the
estimated net proceeds therefrom, the as adjusted net tangible book value of
AMRI at December 31, 1998 would have been $10,993,412 or $2.51 per share,
representing an immediate increase in net tangible book value of $1.71 per
share to existing stockholders and an immediate dilution of $3.99 (61.4%) per
share to investors in the Offering.

The following table illustrates the foregoing information with respect to
dilution to new investors on a per share basis:

Assumed initial public offering price ........................ $ 6.50
Net tangible book value before the Offering ................. $ .80
Increase attributable to investors in the Offering .......... 1.71
-----
Adjusted net tangible book value after the Offering .......... 2.51
------
Dilution to investors in the Offering ........................ $ 3.99
======

The following table sets forth, with respect to existing stockholders
(giving retroactive effect to the exercise of the Regal Option and the Treasure
Coast Acquisition) and with respect to the investors in the Offering, a
comparison of the number of shares of Common Stock purchased from the Company,
the percentage ownership of such shares, the aggregate consideration paid, the
percentage of total consideration paid and the average price paid per share.

Shares Acquired Total Consideration
----------------------- ------------------------- Average Price
Number Percent Amount Percent Per Share
----------- --------- ------------- --------- --------------

Existing stockholders ............. 2,235,641 51.0% $ 405,110 2.8% $ .18
Investors in the Offering ......... 2,150,000 49.0 13,975,000 97.2 $ 6.50(1)
--------- ----- ----------- -----
4,385,641 100.0% $14,380,110 100.0%
========= ===== =========== =====

- ------------
(1) Based on the midpoint of the currently anticipated range of the initial
public offering price.

The foregoing table assumes no exercise of the Representatives'
over-allotment option. If such option is exercised in full, the new investors
will have paid $16,071,250 (based on an assumed offering price of $6.50 per
share, the midpoint of the currently anticipated range of the initial public
offering price) for 2,472,500 shares of Common Stock, representing
approximately 97.5% of the total consideration for 52.5% of the total number of
shares outstanding. In addition, the computations set forth in the above table
exclude (i) an aggregate of 430,000 shares of Common Stock reserved for
issuance upon the exercise of stock options which have been granted under the
Option Plan effective upon the consummation of the Offering at a price per
share equal to the initial public offering price per share, and (ii) 215,000
shares of Common Stock reserved for issuance upon the exercise of the
Representatives' Warrants. See "Management -- Stock Options" and
"Underwriting."

DIVIDEND POLICY

From June 1992 through the date of this Prospectus, Boat Tree was an S
Corporation for Federal and Florida state income tax purposes. As a result,
during and for such period, the net income of Boat Tree for Federal and certain
state income tax purposes is reported by, and taxed directly to, the
stockholders of Boat Tree rather than to Boat Tree itself. As an S Corporation,
Boat Tree has made distributions in the form of cash dividends to its
stockholders, and the Company will make the Final S Corporation Distribution to
such stockholders in the amount of $550,000 out of the net proceeds of this
Offering. The Company currently intends to retain all future available
earnings, if any, for the development and growth of its business and,
therefore, does not anticipate paying any cash dividends in the foreseeable
future. Moreover, certain of the Company's financing agreements restrict the
distribution of dividends.

CAPITALIZATION

(Dollars in thousands, except per share data)

The following table sets forth the short-term debt and capitalization of
AMRI, as of December 31, 1998, on (i) an actual basis, (ii) a pro forma basis
to reflect the termination of the Company's S Corporation status and the
consummation of the Treasure Coast Acquisition (including the utilization of a
portion of the net proceeds from the Offering in connection therewith and the
exercise of the Company's Treasure Coast Stock Payment Option), and (iii) a pro
forma as adjusted basis to give retroactive effect to the exercise of the Regal
Option and the issuance and sale of the balance of the 2,150,000 shares of
Common Stock offered hereby at an assumed price of $6.50 per share (the
midpoint of the currently anticipated range of the initial public offering
price) and the anticipated application of the estimated net proceeds therefrom.
This table should be read in conjunction with "Pro Forma Financial Data" and
the financial statements, including the notes thereto, appearing elsewhere in
this Prospectus.

December 31, 1998
------------------------------------
Pro
Forma As
Actual Pro Forma Adjusted
---------- ----------- ---------

Short-term debt:
Floor plan payable ................................ $13,221 $19,593 $19,593
Lines of credit ................................... 1,894 2,064 1,764
Current maturities of long-term debt .............. 246 246 246
------- ------- -------
Total short-term debt ........................... 15,361 21,903 21,603
======= ======= =======
Long-term debt, less current maturities ............ 1,453 1,453 1,453
======= ======= =======
Stockholders' equity(1):
Preferred Stock, $.01 par value; 1,500,000 shares
authorized; none issued ......................... -- -- --
Common Stock, $.01 par value: 20,000,000 shares
authorized; 1,840,344 shares issued and out-
standing (actual), 2,571,363 shares issued and
outstanding (pro forma)(2), and 4,385,641
shares issued and outstanding (as adjusted)(2)(3) 18 25 44
Additional paid-in capital ........................ 453 3,901 12,039
Retained earnings ................................. 1,006 1,110 560
------- ------- -------
Total stockholders' equity ...................... 1,477 5,036 12,643
------- ------- -------
Total capitalization ........................... $ 2,930 $ 6,489 $14,096
======= ======= =======

- ------------
(1) Does not include (i) 215,000 shares of Common Stock reserved for issuance
upon exercise of the Representatives' Warrants and (ii) 430,000 shares of
Common Stock reserved for issuance upon exercise of stock options issuable
under the Option Plan, of which options to purchase 352,000 shares of
Common Stock have been granted effective upon the consummation of the
Offering. See "Management -- Stock Options" and "Underwriting."

(2) Includes 592,558 and 84,615 of the shares of Common Stock offered hereby
needed to finance the cash portion of the Treasure Coast Acquisition
purchase price and the payment of the Final S Corporation Distribution,
respectively, and 53,846 shares of Common Stock issuable upon exercise of
the Treasure Coast Stock Payment Option, in each case, based on assumed
price of $6.50 per share (the midpoint of the currently anticipated range
of the initial public offering price). See "Management's Discusssion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

(3) Includes 341,451 shares of Common Stock to be issued upon the consummation
of the Offering in connection with the exercise of the Regal Option. See
"Certain Transactions."

PRO FORMA FINANCIAL DATA
Introduction

The following pro forma financial data is based upon the historical
financial statements of AMRI and has been prepared to illustrate the effects on
such historical financial data of the Treasure Coast Acquisition and the
Offering (including the exercise of the Regal Option). The effects of the
Offering proceeds have been isolated from the effects of the Treasure Coast
Acquisition, except to the extent that the Offering proceeds will be used to
finance the Treasure Coast Acquisition. The unaudited pro forma combined
statement of operations for the years ended December 31, 1997 and 1998 give
effect to the Treasure Coast Acquisition and the Offering as if they had been
completed as of January 1, 1997. The unaudited pro forma combined balance sheet
as of December 31, 1998 gives effect to the Treasure Coast Acquisition and the
Offering as if such transactions had been completed on December 31, 1998. The
Treasure Coast Acquisition is reflected using the purchase method of accounting
for business combinations.

The pro forma financial data is provided for comparative purposes only and
does not purport to represent the actual financial position or results of
operations of the Company that actually would have been obtained if the
Treasure Coast Acquisition had been consummated on the dates specified, nor is
it necessarily indicative of the results of operations that may be achieved in
the future.

The pro forma financial data is based on certain assumptions and
adjustments described in the notes thereto and should be read in conjunction
therewith. See "Management's Discussion and Analysis of Financial Condition and
results of Operations" and the financial statements, including the notes
thereto, appearing elsewhere herein.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)

For the year ended December 31, 1997

Historical
---------------------------
Treasure
AMRI Coast
------------- ------------

Total Revenue .................................... $ 21,226 $9,726
Cost of sales .................................... 16,327 7,815
----------- ------
Gross Profit .................................... 4,899 1,911
Selling, general and administrative expenses ..... 4,085 1,765
Income from operations .......................... 814 146
Other income ..................................... 33 --
Interest expense ................................. (333) (156)
----------- ------
Income before taxes ............................. 514 (10)
Pro forma taxes on income ........................ 198 (4)
----------- --------
Pro forma net income ........................... $ 316 $ (6)
----------- -------
Net income per common share:
Basic ........................................... $ .16
Diluted ......................................... $ .14
Weighted average common shares outstanding:
Basic ........................................... 1,924,959
Diluted ......................................... 2,266,410

Pro Forma
----------------------------------------------------------------
Acquisition Offering Combined
Adjustments Combined Adjustments as Adjusted
------------------- ------------- ------------- -------------

Total Revenue .................................... $ -- $ 30,952 $ -- $ 30,952
Cost of sales .................................... -- 24,142 -- 24,142
----------- ----------- ----------- -----------
Gross Profit .................................... -- 6,810 -- 6,810
Selling, general and administrative expenses ..... (90) (A) 5,889 -- 5,889
19 (B)
110 (C)
-----------
Income from operations .......................... (39) 921 -- 921
Other income ..................................... -- 33 -- 33
Interest expense ................................. 3 (D) (486) -- (486)
----------- ----------- ----------- -----------
Income before taxes ............................. (36) 468 -- 468
Pro forma taxes on income ........................ -- 194 -- 194
----------- ----------- ----------- -----------
Pro forma net income ........................... $ (36) $ 274 $ -- $ 274
----------- ----------- ----------- -----------
Net income per common share:
Basic ........................................... $ .11 $ .06
Diluted ......................................... $ .09 $ .06
Weighted average common shares outstanding:
Basic ........................................... 646,404 (E) 2,571,363 1,814,278 4,385,641
Diluted ......................................... 646,404 (E) 2,912,814 1,472,827 4,385,641

For the year ended December 31, 1998

Historical
-------------------------
Treasure
AMRI Coast
------------- ----------

Total Revenue .................................... $ 25,563 $17,801
Cost of sales .................................... 19,083 13,757
----------- -------
Gross Profit .................................... 6,480 4,044
Selling, general and administrative expenses ..... 5,418 3,090
Income from operations .......................... 1,062 954
Other income ..................................... 67 --
Interest expense ................................. (525) (204)
----------- -------
Income before taxes ............................. 604 750
Pro forma taxes on income ........................ 232 294
----------- -------
Pro forma net income ........................... $ 372 $ 456
=========== =======
Net income per common share:
Basic ........................................... $ .19
Diluted ......................................... $ .16
Weighted average common shares outstanding:
Basic ........................................... 1,924,959
Diluted ......................................... 2,266,410

Total Revenue .................................... $ -- $ 43,364 $ -- $ 43,364
Cost of sales .................................... -- 32,840 -- 32,840
----------- ----------- ----------- -----------
Gross Profit .................................... -- 10,524 -- 10,524
Selling, general and administrative expenses ..... (75) (A) 8,515 -- 8,515
(11) (B)
110 (C)
(92) (F)
75 (G)
-----------
Income from operations .......................... (7) 2,009 -- 2,009
Other income ..................................... -- 67 67
Interest expense ................................. 3 (D) (726) -- (726)
------------- ----------- ----------- -----------
Income before taxes ............................. (4) 1,350 -- 1,350
Pro forma taxes on income ........................ -- 526 -- 526
------------- ----------- ----------- -----------
Pro forma net income ........................... $ (4) $ 824 $ -- $ 824
============= =========== =========== ===========
Net income per common share:
Basic ........................................... $ .32 $ .19
Diluted ......................................... $ .28 $ .19
Weighted average common shares outstanding:
Basic ........................................... 646,404 (E) 2,571,363 1,814,278 4,385,641
Diluted ......................................... 646,404 (E) 2,912,814 1,472,827 4,385,641

(Footnotes appear on following page)

- ------------
(A) To adjust rent expense to reflect the acquisition from Treasure
Services of the real property in Stuart, Florida on which a retail boat
dealership is located.

(B) To adjust depreciation expense to reflect a change in depreciation
expense attributable to (i) assets of Treasure Coast which were not
acquired by the Company and (ii) a recalculation of depreciation expense
based upon the fixed assets acquired by the Company.

(D) To adjust interest expense to reflect a reduction in long-term debt
not assumed by the Company.

(E) Represents 592,558 of the shares of Common Stock offered hereby needed
to finance (including a pro rata portion of the Offering costs) the cash
portion of the Treasure Coast Acquisition purchase price and 53,846
shares of Common Stock issuable upon exercise of the Treasure Coast
Stock Payment Option, in each case based on an assumed price of $6.50
per share (the midpoint of the currently anticipated range of the
initial public offering price).

(F) To adjust operating expenses to reflect a decrease in expenses
attributable to assets not acquired by the Company.

(G) To adjust compensation expense to reflect the terms of an employment
agreement with a principal of Treasure Coast as if the terms of the
employment agreement had been in effect commencing January 1, 1997.
Compensation expense would not have been effected in 1997 as a result of
the employment agreement.

UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

As of December 31, 1998
(in thousands)

Historical
---------------------
Treasure
AMRI Coast
--------- ----------

Current assets:
Cash and cash equivalents ....... $ 1,139 $ --
Accounts receivable ............. 642 200
Inventories ..................... 13,702 7,226
Prepaid expenses ................ 19 --
Deferred income taxes ........... -- --
------- ------
Total current assets ............. 15,502 7,426
Property and equipment, net ...... 2,744 246
Goodwill ......................... -- --
Other assets ..................... 729 165
------- ------
Total assets ..................... $18,975 $7,837
======= ======
Current liabilities:
Floorplan payable ............... $13,221 $6,372
Line of credit/Note payable ..... 1,894 170
Accounts payable ................ 368 282
Customer deposits ............... 6 --
Accrued expenses ................ 310 152
Current maturities of
long-term debt ................. 246 6
------- ------
Total current liabilities ........ 16,045 6,982
Long-term debt, less
current maturities .............. 1,453 26
Deferred income taxes ............ -- --
------- ------
Total liabilities ................ 17,498 7,008
------- ------
Stockholders' equity:
Common stock .................... 18 --
Additional paid-in-capital ...... 453 105
Retained earnings ............... 1,006 724
------- ------
Total stockholders' equity ...... 1,477 829
------- ------
Total liabilities and
stockholders equity ............ $18,975 $7,837
======= ======

Pro Forma
-----------------------------------------------------------------------------
S-Corp
Termination Acquisition Offering Combined
Adjustment(A) Adjustments(B) Combined Adjustments(C) as Adjusted
--------------- ---------------- ---------- ---------------- ------------

Current assets:
Cash and cash equivalents ....... $ -- $ -- $ 1,139 $7,983 $ 9,122
Accounts receivable ............. -- (200) 642 -- 642
Inventories ..................... -- (140) 20,788 -- 20,788
Prepaid expenses ................ -- -- 19 -- 19
Deferred income taxes ........... 106 -- 106 -- 106
---- ----- ------- ------ -------
Total current assets ............. 106 (340) 22,694 7,983 30,677
Property and equipment, net ...... -- 1,015 4,005 -- 4,005
Goodwill ......................... -- 1,650 1,650 -- 1,650
Other assets ..................... -- (165) 729 (676) 53
---- ----- ------- ------ -------
Total assets ..................... $106 $2,160 $29,078 $7,307 $36,385
==== ====== ======= ====== =======
Current liabilities:
Floorplan payable ............... $ -- $ -- $19,593 $ -- $19,593
Line of credit/Note payable ..... -- -- 2,064 (300) 1,764
Accounts payable ................ -- (282) 368 -- 368
Customer deposits ............... -- -- 6 -- 6
Accrued expenses ................ -- (152) 310 -- 310
Current maturities of
long-term debt ................. -- (6) 246 -- 246
---- -------- ------- ------ -------
Total current liabilities ........ -- (440) 22,587 (300) 22,287
Long-term debt, less
current maturities .............. -- (26) 1,453 -- 1,453
Deferred income taxes ............ 2 -- 2 -- 2
---- ------- ------- ------ -------
Total liabilities ................ 2 (466) 24,042 (300) 23,742
---- ------- ------- ------ -------
Stockholders' equity:
Common stock .................... -- 7 25 19 44
Additional paid-in-capital ...... -- 3,343 3,901 8,138 12,039
Retained earnings ............... 104 (724) 1,110 (550) 560
---- ------- ------- ------ -------
Total stockholders' equity ...... 104 2,626 5,036 7,607 12,643
---- ------- ------- ------ -------
Total liabilities and
stockholders equity ............ $106 $2,160 $29,078 $7,307 $36,385
==== ======= ======= ====== =======

(Footnotes appear on following page)

- ------------
(A) Records a net deferred tax asset of $104,000 that results from the
Reorganization and related termination of Boat Tree's S Corporation
status.

(B) Records the purchase of substantially all of the assets of Treasure
Coast and Treasure Services and related debt financing of a portion of
the inventory and eliminates assets not being purchased and liabilities
not assumed. Assuming the Company's exercise of its Treasure Coast Stock
Payment Option, the consideration paid upon the consummation of the
Treasure Coast Acquisition will consist of a cash payment of $3.1
million (based on pro forma inventory balances as of December 31, 1998)
and the issuance of 53,846 shares of Common Stock, valued at $350,000,
based upon an assumed offering price of $6.50 per share (the midpoint of
the currently anticipated range of the initial public offering price).
The $3.1 million cash payment will be funded by the sale of 592,558 of
the shares of Common Stock offered hereby at an assumed price of $6.50
per share net of assumed Offering costs. The balance of the purchase
price is anticipated to be funded through additional floor plan
financing of $6.5 million, Treasure Coast's outstanding floor plan and
note payable line of credit balance as of December 31, 1998.

The acquisition of assets and anticipated financing are as follows:

Inventory ........................................ $ 7,086,000
Equipment ........................................ 150,000
Land ............................................. 850,000
Buildings and improvements ....................... 261,000
Goodwill ......................................... 1,650,000
------------
Total purchase price ............................. 9,997,000
Less assumed floor plan financing ................ (6,542,000)
Less value of Offering shares issued ............. (350,000)
------------
Cash used for Treasure Coast Acquisition ......... $ 3,105,000
============

(C) Records the (i) receipt and application of the net proceeds from the
sale of the 2,150,000 shares of Common Stock offered hereby (less the
592,558 shares referred to in footnote (B) above) based upon an assumed
offering price of $6.50 per share, and (ii) the issuance of 341,451
shares of Common Stock upon the consummation of the Offering in
connection with the exercise of the Regal Option.

SELECTED FINANCIAL DATA
(Dollars in thousands, except per share data)

The following selected statement of income data and balance sheet data as
of and for each of the years in the five-year period ended December 31, 1998,
are derived from the financial statements of AMRI included elsewhere herein
(except that the pro forma share and per share data gives retroactive effect to
the exchange of all of the capital stock of Boat Tree for shares of Common
Stock in connection with the Reorganization). The selected statement of income
data for the years ended December 31, 1996, 1997 and 1998 and the selected
statement of balance sheet data as of December 31, 1996, 1997 and 1998 have
been audited by BDO Seidman, LLP, independent auditors, whose report thereon is
included elsewhere herein. The following data should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the financial statements of AMRI, including the notes
thereto, appearing elsewhere in this Prospectus.

Year ended December 31,
------------------------------------------------------------------------
1994 1995 1996 1997 1998
------------- ------------ ------------- ------------- -------------
(unaudited) (unaudited)
------------- ------------

Statement of Income Data:
Sales and service revenue ...................... $ 6,173 $ 10,026 $ 13,058 $ 20,183 $ 24,229
Finance and insurance income ................... 193 308 591 1,043 1,334
---------- ---------- ---------- ---------- ----------
Total revenue ................................ 6,366 10,334 13,649 21,226 25,563
Cost of sales and service revenue .............. 5,362 8,656 10,544 16,327 19,083
---------- ---------- ---------- ---------- ----------
Gross profit ................................. 1,004 1,678 3,105 4,899 6,480
Selling, general and administrative expenses ... 676 1,318 2,493 4,085 5,418
---------- ---------- ---------- ---------- ----------
Income from operations ....................... 328 360 612 814 1,062
Other income ................................... -- -- 10 33 67
Interest expense ............................... (77) (158) (239) (333) (525)
---------- ---------- ---------- ---------- ----------
Net income .................................. 251 202 383 514 604
Pro Forma Unaudited Statements of
Income Data (1):
Pro forma taxes on income ...................... 98 79 150 198 232
---------- ---------- ---------- ---------- ----------
Pro forma net income ........................... $ 153 $ 123 $ 233 $ 316 $ 372
========== ========== ========== ========== ==========
Pro forma net income per share:
Basic(2) .................................... $ .08 $ .06 $ .12 $ .16 $ .19
Diluted(3) .................................. $ .07 $ .05 $ .10 $ .14 $ .16
Pro forma weighted average shares
outstanding:
Basic(2) .................................... 1,925,459 1,925,459 1,925,459 1,924,959 1,924,959
Diluted(3) .................................. 2,266,910 2,266,910 2,266,910 2,266,410 2,266,410

December 31,
---------------------------------------------------------------
1994 1995 1996 1997 1998
------------- ------------ -------- -------- ----------
(unaudited) (unaudited)
------------- ------------

Balance Sheet Data:
Cash and cash equivalents ....................... 271 213 340 307 1,139
Working capital ................................. 291 579 18 171 (542)
Total assets .................................... 1,434 4,042 7,292 9,681 18,975
Long-term debt, less current maturities ......... 141 99 1,393 1,221 1,453
Total liabilities ............................... 1,185 3,571 6,622 8,543 17,498
Stockholders' equity ............................ 249 471 670 1,138 1,477

(Footnotes appear on following page)

- ------------
(1) Prior to the date of this Prospectus, AMRI was an S Corporation and
therefore was not subject to Federal or State corporate income taxes
(other than Florida franchise taxes). The S Corporation status has been
terminated as of the date of this Prospectus. Pro forma taxes on income
reflect a tax provision as if the Company had not been an S Corporation
during the indicated periods. The pro forma provision for income taxes
represents a combined Federal and State tax rate of approximately 39%.
Historical earnings per share is not presented because earnings per share
of an S Corporation may not be meaningful. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and Notes 1
and 8 of Notes to Financial Statements.

(2) Gives effect to the sale of 84,615 shares of the Common Stock offered
hereby, which represent the approximate number of shares of the Common
Stock being sold by the Company to fund the payment of the Final S
Corporation Distribution of $550,000 at an assumed price of $6.50 per
share (the midpoint of the currently anticipated range of the initial
public offering price). See "Use of Proceeds" and Notes 1 and 5 of Notes
to Financial Statements.

(3) Gives effect to the exercise of the Regal Option. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and Notes 1 and 6 of Notes to Financial Statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The Company is one of the largest retailers of recreational boats in
Florida where it currently owns and operates ten retail locations. In addition,
the Company operates a retail location in Belmont, North Carolina, which it
intends to relocate to Cornelius, North Carolina following the consummation of
the Offering. At each of its retail locations, the Company offers a wide
selection of new and used boats and related marine products, such as trailers,
parts and accessories and water sport equipment. In addition, the Company
arranges boat financing, insurance and extended service contracts for its
customers and at most of the Company's locations provides them with convenient,
skilled and cost-effective repair and maintenance services from
state-of-the-art service facilities located adjacent to its showroom
operations.

The Company has experienced substantial growth as a result of both
acquisitions and internal growth. For the years ended December 31, 1997 and
1998, the Company had total pro forma combined revenue of $31.0 million and
$43.4 million, respectively, and total pro forma combined net income before
taxes of $468,000 and $1.4 million, respectively. For the years ended December
31, 1997 and 1998, the Company sold, on a pro forma combined basis, 802 and
1,032 new boats, respectively, generating revenues of approximately $21.9
million and $31.7 million, respectively, and 366 and 449 used boats,
respectively, for revenues of approximately, $4.8 million and $6.1 million,
respectively.

The Company is the largest volume buyer of recreational boats sold under
the popular Regal and Wellcraft brand names and sells 11 other lines of high
quality recreational boats under the brand names Malibu, Hydra-Sport, Sailfish,
Carver, Stratos Bass Boats, Javelin Bass Boats, AquaSport, Larson, Legacy,
Mediterranean Yachts and Hurricane Deck Boats. The boats offered by the Company
range in size from 14 feet to 55 feet and in price from approximately $9,000 to
$1.2 million (with gross profit margins ranging between 15% and 28%). The
Company believes that it differentiates itself from its competitors by offering
13 different brand name product lines, with over 100 different models of new
cruisers, high performance boats, pontoon boats, fishing boats, water-skiing
boats and general recreational boats to choose from, at prices ranging from the
low-end to the high-end of the market spectrum.

Results of Operations

AMRI (Pro Forma Combined)

The following unaudited pro forma financial information is based upon data
derived from the historical financial statements of AMRI and has been prepared
to illustrate the effects on such data of the Treasure Coast Acquisition and
the Offering (including the exercise of the Regal Option). The unaudited pro
forma combined statement of operations for the years ended December 31, 1997
and 1998 give effect to the Treasure Coast Acquisition and the Offering as if
they had been completed as of January 1, 1997. See "Pro Forma Financial Data."

Year Ended December 31, 1997 Compared to Year Ended December 31, 1998

Revenue

The Company's pro forma combined total revenue for the year ended December
31, 1997 was $31.0 million as compared to pro forma combined total revenue for
the year ended December 31, 1998 of $43.4 million, an increase of $12.4 million
or 40.1%. Of this increase, approximately $2.6 million was attributable to an
8.9% increase in comparable store sales. Management believes that the increase
during the year ended December 31, 1998 resulted primarily from the maturation
of the Jacksonville, Florida store, which opened in February 1997, and the
continued maturation of the Orlando, Florida store in its second full year of
operations. Management believes that the increase in comparable store sales was
also attributable to an increase in floor plan availability in 1998 for the
Treasure Coast stores, an increase in service revenues due to greater
reimbursements under

manufacturer warranty programs, increased dockage at the Stuart, Florida store
and an increase in the number of used boats sold. The balance of the increase
in pro forma combined total revenue resulted primarily from the opening of new
locations in Doctors Lake, Pinellas Park, Tierra Verde and Pompano Beach,
Florida in 1998.

Gross Profit

The Company's pro forma combined cost of sales for the year ended December
31, 1997 was $24.1 million, or 78.0% as a percentage of pro forma combined
total revenue, as compared to $32.8 million for the year ended December 31,
1998, or 75.7% as a percentage of pro forma combined total revenue. The
Company's pro forma combined gross profit for the year ended December 31, 1997
was $6.8 million, or 22.0% as a percentage of pro forma combined total revenue,
as compared to $10.5 million for the year ended December 31, 1998, or 24.3% as
a percentage of pro forma combined total revenue. Management believes that the
increase in pro forma combined gross profit as a percentage of pro forma
combined total revenue was primarily attributable to higher sale prices on the
Company's products for the year ended December 31, 1998. The increase in pro
forma combined gross profit margin is primarily attributable to the increased
revenue.

Selling, General and Administrative Expenses

The Company's pro forma combined selling, general and administrative
expenses for the year ended December 31, 1997 were $5.9 million or 19.0% as a
percentage of pro forma combined total revenue, as compared to $8.5 million for
the year ended December 31, 1998, or 19.6% as a percentage of pro forma
combined total revenue. Management believes that the increase in selling,
general and administrative expenses as a percentage of pro forma combined total
revenues is primarily attributable to initial operating expenses associated
with the opening of new locations in Tierra Verde and Pinellas Park, Florida.

Interest Expense

The Company's pro forma combined interest expense was approximately
$486,000 for the year ended December 31, 1997, as compared to approximately
$726,000 for the year ended December 31, 1998, a percentage increase of 49.4%.
Management believes that the increase in interest expense is primarily
attributable to the increase in balances on the Company's floor plan financing
lines of credit used to support the inventory requirements for the additional
stores opened during the year ended December 31, 1998 and anticipated increases
in sales in the new locations. The Company's pro forma combined floor plan
payable balance was $9.6 million as of December 31, 1997 as compared to $19.6
million as of December 31, 1998, reflecting a percentage increase of 104.2%.

AMRI (Historical)

The following financial information for each of the years ended December
31, 1997 and 1998 are derived from the financial statements of AMRI included
elsewhere herein. See "Selected Financial Data."

Year Ended December 31, 1997 Compared to Year Ended December 31, 1998

Sales and Service Revenue

AMRI's sales and service revenue for the year ended December 31, 1997 was
$20.2 million as compared to sales and service revenue for the year ended
December 31, 1998 of $24.2 million, an increase of $4.0 million or 20.0%. Of
this increase, approximately $931,000 was attributable to a 4.6% increase in
comparable store sales in 1998. During the year ended December 31, 1998, the
Jacksonville, Florida store and the Orlando, Florida store generated increases
of approximately $641,000 and $812,000, respectively, in sales and service
revenues as compared to the year ended December 31, 1997. Management believes
that the increase in comparable store sales during the year ended December 31,
1998 resulted primarily from the maturation of the Jacksonville, Florida store,
which opened in February 1997 and the continued maturation of the Orlando,
Florida store in its second full year of operations. The balance of the
increase in sales and service revenue resulted primarily from the opening of
new locations in Doctors Lake, Pinellas Park and Tierra Verde, Florida in 1998.

Finance and Insurance Income

AMRI's finance and insurance income for the year ended December 31, 1997
was $1.0 million (4.9% as a percentage of total revenue), as compared to $1.3
million for the year ended December 31, 1998 (5.2% as a percentage of total
revenue), an increase of 27.9%. Management believes that the increase in
finance and insurance income is primarily attributable to the increase in sales
and service revenue of 20.0% for the year ended December 31, 1998 as well as an
increased emphasis on the sale of finance and insurance products by AMRI .

Gross Profit

AMRI's cost of sales and service revenue for the year ended December 31,
1997 was $16.3 million or 76.9% as a percentage of total revenue, as compared
to $19.1 million for the year ended December 31, 1998, or 74.7% as a percentage
of total revenue. AMRI's gross profit for the year ended December 31, 1997 was
$4.9 million, or 23.1% as a percentage of total revenue, as compared to $6.5
million for the year ended December 31, 1998, or 25.3% as a percentage of total
revenue. AMRI's gross profit includes finance and insurance income; however,
the cost of sales and service revenue is not attributable to finance and
insurance income. For the year ended December 31, 1997, AMRI's gross profit on
sales and service revenue was $3.9 million, or 19.1% as a percentage of sales
and service revenue. For the year ended December 31, 1998, AMRI's gross profit
on sales and service was $5.1 million, or 21.2% as a percentage of sales and
service revenue. Management believes that the increase in gross profit as a
percentage of total revenue and of sales and service revenue was primarily
attributable to higher sales prices on AMRI's products for the year ended
December 31, 1998. The increase in gross profit margin is primarily
attributable to the increased sales and service revenue.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended December
31, 1997 were $4.1 million, or 19.2% as a percentage of total revenue, as
compared to $5.4 million for the year ended December 31, 1998, or 21.2% as a
percentage of total revenue. Management believes that the increase in selling,
general and administrative expenses as a percentage of total revenues is
primarily attributable to initial operating expenses associated with the
opening of new locations in Tierra Verde and Pinellas Park, Florida.

Other Income

Other income was $33,481 for the year ended December 31, 1997 as compared
to $66,480 for the year ended December 31, 1998. Management believes that the
increase in other income is primarily attributable to an increase in interest
income derived from greater cash balances for the year ended December 31, 1998
as compared to December 31, 1997.

Interest Expense

Interest expense was $333,958 for the year ended December 31, 1997 as
compared to $524,720 for the year ended December 31, 1998, a percentage
increase of 57.1%. Management believes that the increase in interest expense is
primarily attributable to the increase in balances on AMRI's floor plan
financing lines of credit used to support the inventory requirements for the
additional stores opened during the year ended December 31, 1998 and
anticipated increases in sales in the new locations. Floor plan payable balance
was $6.3 million as of December 31, 1997 as compared to $13.2 million as of
December 31, 1998, reflecting a percentage increase of 111.5%.

Year Ended December 31, 1996 Compared to Year Ended December 31, 1997

Sales and Service Revenue

AMRI's sales and service revenue for the year ended December 31, 1996 was
$13.1 million as compared to sales and service revenue for the year ended
December 31, 1997 of $20.2 million, an increase of 54.6%. Of this increase,
approximately $2.0 million was attributable to a 15.5% increase in comparable
store sales in 1997. Management believes that the increase in comparable store
sales resulted primarily from the new Orlando, Florida superstore being fully
operational for the full year of 1997 as compared to four months in 1996. The
store was relocated from a smaller location in September 1996 and, therefore,
the larger facility only contributed

to the Company's sales for four months which included the fourth quarter of
1996, the weakest sales quarter of the year. Management believes that the
balance of the increase in sales and service revenue resulted primarily from
the opening of a Jacksonville, Florida location in February 1997 which
contributed approximately $5.1 million of sales and service revenue.

Finance and Insurance Income

AMRI's finance and insurance income for the year ended December 31, 1996
was $591,014, or 4.3% as a percentage of total revenue, as compared to $1.0
million for the year ended December 31, 1997, or 4.9% as a percentage of total
revenue, an increase of 76.4%. Management believes that the increase in finance
and insurance income is primarily attributable to the increase in sales and
service revenue. Management believes that the increase is also attributable to
more competitive financing packages offered by the third party providers of
customer financing.

Gross Profit

AMRI's cost of sales and service revenue for the year ended December 31,
1996 was $10.5 million, or 77.3% as a percentage of total revenue, as compared
to $16.3 million for the year ended December 31, 1997, or 76.9% as a percentage
of total revenue. AMRI's gross profit for the year ended December 31, 1996 was
$3.1 million, 22.7% as a percentage of total revenue, as compared to $4.9
million for the year ended December 31, 1997, or 23.1% as a percentage of total
revenue. Management believes that the increase in gross profit as a percentage
of total revenue was primarily attributable to the increase in finance and
insurance income.

For the year ended December 31, 1996, AMRI's gross profit on sales and
service revenue was $2.5 million, or 19.3% as a percentage of sales and service
revenue. For the year ended December 31, 1997, gross profit on sales and
service revenue was $3.9 million, or 19.1% as a percentage of sales and service
revenue. Gross profit as a percentage of sales and service revenue was
relatively constant between the year ended December 31, 1996 and the year ended
December 31, 1997.

Selling, General and Administrative Expenses

AMRI's selling, general and administrative expenses for the year ended
December 31, 1996 were $2.5 million, or 18.3% as a percentage of total revenue,
as compared to $4.1 million for the year ended December 31, 1997, or 19.2% as a
percentage of total revenue. Management believes that the increase in selling,
general and administrative expenses for the year ended December 31, 1997 is
primarily attributable to the increased costs associated with the establishment
of a larger, multi-location, operation as well as the direct costs incurred to
establish the Orlando, Florida superstore, which was opened in September 1996.

Other Income

Other income was $10,115 for the year ended December 31, 1996 as compared
to $33,481 for the year ended December 31, 1997. Management believes that the
increase in other income is primarily attributable to an increase in interest
income attributable to greater cash balances at December 31, 1997.

Interest Expense

Interest expense was $239,362 for the year ended December 31, 1996 as
compared to $333,958 for the year ended December 31, 1997, reflecting a
percentage increase of 39.5%. Management believes that the increase in interest
expense is primarily attributable to the increase in balances on AMRI's floor
plan financing lines of credit in connection with AMRI's increased levels of
inventory requirements for additional stores and anticipated increases in
sales. Floor plan payables were $4.6 million at December 31, 1996 as compared
to $6.3 million at December 31, 1997, reflecting a percentage increase of
34.9%.

Termination of S Corporation Status

As a result of terminating Boat Tree's S Corporation status as of the date
of this Prospectus, AMRI will be required to record a one-time, non-cash tax
benefit added to earnings for deferred income taxes. This tax benefit will be
recorded in the year ended December 31, 1998. If this benefit had been recorded
at December 31, 1998, the amount would have been $104,000. AMRI expects that,
following the termination of Boat Tree's S Corporation status, its combined
Federal and State income tax rate will be approximately 39%.

Liquidity and Capital Resources

AMRI has funded its requirements for working capital to support operations
and capital expenditures from net cash provided from operations and borrowings
under credit facilities, including lines of credit and inventory floor plan
financing facilities. As of December 31, 1998, AMRI had working capital deficit
of $542,121 and a debt equity ratio of 11.85 to 1.

For the years ended December 31, 1997 and 1998, net cash flows used by
AMRI for operating activities were $1.3 million and $6.2 million, respectively.
The increase in cash used by operating activities was due primarily to a
decrease in inventory of $1.9 million for the year ended December 31, 1997 as
compared to an increase of $7.0 million for the year ended December 31, 1998.
The primary reason for the increase in inventory for the year ended December
31, 1998 was the increase in sales attributable to the initial purchase of
inventory at AMRI's new locations and to an increase in comparable store sales.

For the years ended December 31, 1997 and 1998, cash flows used by
investing activities by AMRI were $175,906 and $309,499, respectively. Cash
used in investing activities during 1997 and 1998 was attributable to the
purchase of property and equipment for the opening of the Jacksonville, Florida
location and improvements to the Orlando, Florida facility.

For the years ended December 31, 1997 and 1998, cash flows provided by
financing activities by AMRI were $1.4 million and $7.4 million, respectively.
Cash flows used by financing activities by AMRI during the years ended December
31, 1997 and 1998 were for the payment of stockholder distributions and the
repayment of long-term debt, including, for the year ended December 31, 1997,
for the repayment of related party long-term debt which was used by AMRI to
repay a third mortgage on the Orlando, Florida superstore in the amount of
$194,948 and working capital loans of $125,535. For the year ended December 31,
1998, cash used in financing activities also included deferred costs of
$676,031 which relate to the Offering. For the years ended December 31, 1997
and 1998, cash flows provided by financing activities for AMRI increased by net
borrowings on floor plan and net borrowings under line of credit. For the years
ended December 31, 1997 and 1998, stockholder distributions were made by AMRI
in the amounts of $45,000 and $264,528, respectively, for the payment of
stockholder tax liabilities acquired as a result of Boat Tree's S Corporation
status.

At December 31, 1998, AMRI had $1.5 million of long-term debt, less
current maturities, which consisted of mortgage notes payable on the Orlando,
Florida superstore and on vacant land in Cornelius, North Carolina as well as
installment loans payable relating to various vehicles.

Regal has provided the Company with a $300,000 line of credit which is due
on August 31, 1999. The line of credit from Regal bears interest at the rate of
10% per annum and is guaranteed by Joseph G. Pozo, Jr., the Company's Chairman,
President, Chief Executive Officer and majority stockholder. As of December 31,
1998, the Company had drawn $300,000 on the line of credit from Regal. The
Company intends to utilize a portion of the net proceeds of the Offering to
repay such line of credit upon the consummation of the Offering. Trans-America
has provided the Company with a $2 million line of credit. Interest on the line
of credit from Trans-America is payable at the greater of the prime rate or 7%
and the principal is due upon the earliest of (i) 30 days after written notice,
(ii) the termination of the Company's floor plan financing agreement with
TransAmerica or (iii) December 31, 2000. The amount available under the line of
credit is based upon the Company's used boat inventory and parts and
accessories inventory. Mr. Pozo, Jr. has guaranteed the repayment of the
TransAmerica line of credit. See "Certain Transactions."

In January 1999, AMRI executed a promissory note payable to JCJ Family
Partnership, Ltd., in the principal sum of up to $400,000. The general partner
of the partnership is Mr. Pozo, Jr. Interest on the promissory note is payable
monthly at the rate of 12% per annum and the principal sum is payable on demand
after March 31, 2000. See "Certain Transactions."

AMRI finances substantially all of its new boat inventory through floor
plan financing arrangements with TransAmerica and Deutsche Financial Services
Corp. The floor plan financing is due upon the sale of the related boat and is
secured by AMRI's new boat inventory, accounts receivable, equipment and a
personal guarantee from Joseph G. Pozo, Jr. The outstanding balances on the
floor plan financing arrangements at December 31, 1997 and 1998 were $6.3
million and $13.2 million, respectively. The boat manufacturers generally
provide a

pre-determined period of interest free financing during which the manufacturers
pay the financing costs to the lender. As a result of interest free financing
and certain interest rebates received from boat manufacturers, the weighted
average interest rate on floor plan financing was approximately 4.5% for the
year ended December 31, 1998. The maximum borrowing allowable under the floor
plan financing arrangements was $8.8 million and $15.8 million as of December
31, 1997 and 1998, respectively.

Upon the consummation of the Offering, the Company will acquire all of the
outstanding capital stock of Marine America, a corporation owned 80% by Joseph
G. Pozo, Jr., the Company's Chairman, President, Chief Executive Officer and
majority stockholder, and 20% by Joseph J. Pozo (Mr. Pozo, Jr.'s son) for 1,538
shares of Common Stock valued at $10,000, together with the assumption of
liabilities previously incurred by Marine America in connection with its
redemption of 50% of its capital stock from Lakewood, an unaffiliated third
party. Such liabilities consist of a loan from the Company to Marine America in
the amount of $25,000 (which will be eliminated upon consolidation of the
Company and Marine America) and a promissory note in the amount of $100,000
payable to Lakewood, which the Company intends to repay from the proceeds of
the Offering. In January 1998, Marine America acquired certain of Lakewood's
assets, as well as a five-year lease (which lease was amended to a month to
month lease commencing January 1999) relating to its 8,000 square foot retail
boat dealership in Belmont, North Carolina, for a purchase price of $130,858.
As part of such acquisition, the Company purchased Lakewood's new and used boat
and trailer inventory for a purchase price of $998,634 and agreed to provide
Marine America with new and used boat inventory, as needed, at the Company's
invoice cost plus freight. In addition, the Company entered into a management
agreement with Marine America pursuant to which the Company agreed to manage
the operations of the Lakewood dealership. The Company intends to relocate the
operations of the Belmont, North Carolina dealership to a three-acre tract of
land located in Cornelius, North Carolina, which the Company acquired on May
15, 1998 for a purchase price of $348,100 and the Company intends to utilize a
portion of the net Offering proceeds to construct a 20,000 square foot
superstore on such site. See "Use of Proceeds," "Certain Transactions" and Note
11 of Notes to Financial Statements.

Upon the consummation of the Treasure Coast Acquisition, the Company will
utilize a portion of the Offering proceeds to acquire substantially all of the
assets of Treasure Coast and certain related real estate for a purchase price
of $2.9 million plus the cost of Treasure Coast's inventory on such date. The
Company intends to use approximately $544,000 of the proceeds to fund a portion
of such inventory costs and to obtain floor plan financing in the amount of
approximately $6.5 million to fund the balance of such anticipated inventory
costs. Pursuant to the Treasure Coast Stock Payment Option, the Company has the
option of paying $350,000 of the purchase price with 53,846 shares of Common
Stock based upon an assumed price of $6.50 per share (the midpoint of the
currently anticipated range of the initial public offering price).

In addition to the new North Carolina superstore, the Company intends to
utilize a portion of the net proceeds of the Offering to acquire, convert
and/or construct at least four additional stores (including at least one
additional superstore) during the next 18 months, to consummate the Treasure
Coast Acquisition and to upgrade its management information systems to enhance
internal controls and reporting. See "Use of Proceeds" and "Business."

Except as specified in this "Management's Discussion and Analysis of
Financial Condition and Results of Operations," the Company has no material
commitments for capital for the next 18 months. The Company believes that the
proceeds from the Offering, together with anticipated revenues from operations
and its existing capital resources, will be sufficient to satisfy its
contemplated cash requirements for at least 18 months following the
consummation of the Offering, including for the opening and/or acquisition of
at least four additional stores (in connection with which the Company may
choose to fund a portion through the utilization of seller and inventory
financing) during such period. The success of the Company's expansion plans,
however, will depend upon a number of other factors besides the Company's
financial capabilities, including the identification of new markets and
locations, the hiring, training and retention of qualified personnel and the
integration of new stores into existing operations. The Company's growth
strategy will also depend upon the Company's ability to locate and acquire
suitable acquisition candidates and to dispose, timely and effectively, of the
acquired entity's remaining inventory, as well as the ability of the Company to
sell its product line to the customer base of the previous owner. In addition,
the Company's expansion plans will depend upon the Company's ability (i) to
locate and lease or construct suitable facilities at a reasonable cost, (ii) to
obtain the reliable data necessary to determine the size and product
preferences of potential markets, (iii) to introduce successfully the Company's
product lines and (iv) to hire and train management and sales teams for each
additional location. There can be no

assurance that suitable acquisition candidates will be identified, that
acquisitions will be consummated, that new facilities will be constructed on a
cost-effective basis or that the operations of any new or acquired facility
will be successfully integrated into the Company's operations and managed
profitably without substantial costs, delays, or other operational or financial
difficulties. Moreover, although the Company has applied for a $10 million line
of credit from TransAmerica, there can be no assurance that such application
will be granted or that any additional financing, if needed, would be available
to the Company on commercially reasonable terms, or at all.

Seasonality

The impact of seasonality and weather on the operation of the Company's
business, as well as the entire recreational boating industry, is highly
material. Strong sales typically begin in March following the start of public
boat and recreation shows, and continue through October. This eight-month
period for the years ended December 31, 1997 and 1998 has accounted for 77.2%
and 77.3%, respectively, of the Company's pro forma combined annual sales. If,
for any reason, the Company's sales were to fall substantially below those
normally expected during these periods, the Company's business, financial
condition and results of operations would be materially and adversely affected.
The Company generally realizes significantly lower sales in the quarterly
period ending December 31, resulting in operating losses during that quarter.

The Company's business is also significantly affected by weather patterns
which may adversely impact the Company's operating results. For example,
drought conditions or reduced rainfall levels, as well as excessive rain, may
force area lakes to close or render boating dangerous or inconvenient, thereby
curtailing customer demand for the Company's products. In addition,
unseasonably cool weather and prolonged winter conditions may lead to a shorter
selling season in certain locations. Due to the foregoing factors, among
others, the Company's operating results in some future quarters may be below
the expectations of stock market analysts and investors. In such event, there
could be an immediate and significant adverse effect on the trading price of
the Common Stock.

With regard to net income, the Company historically generates profits in
three of its fiscal quarters and experiences operating losses in the quarter
ended December 31 due to a broad seasonal slowdown in sales. During the quarter
ended September 30, inventory reaches its lowest levels and accumulated cash
reserves reach the highest levels. During the quarter ended December 31, the
Company generally builds inventory levels in preparation for the upcoming
selling season which begins with boat and recreation shows occurring in March
and April in certain market areas in which the Company conducts business. The
Company's operating results would be materially and adversely affected if net
sales were to fall significantly below historical levels during the months of
March through October. Quarterly results also may fluctuate as a result of the
expenses associated with new store openings or acquisitions. Accordingly, the
results for any quarterly period may not be indicative of the expected results
for any other quarterly period.

Year 2000 Issue

Many currently installed computer systems and software products are coded
to accept only two-digit entries to represent years in the date code field.
Computer systems and products that do not accept four-digit year entries will
need to be upgraded or replaced to accept four-digit entries to distinguish
years beginning with 2000 from prior years. Management is in the process of
becoming compliant with the Year 2000 requirements and believes that its
management information system will be compliant on a timely basis at a minimal
cost. The Company currently does not anticipate that it will experience any
material disruption to its operations as a result of the failure of its
management information system to be Year 2000 compliant. There can be no
assurance, however, that computer systems operated by third parties, including
customers, vendors, credit card transaction processors, and financial
institutions, with which the Company's management information system interface
will continue to properly interface with the Company's system and will
otherwise be compliant on a timely basis with Year 2000 requirements. The
Company currently is developing a plan to evaluate the Year 2000 compliance
status of third parties with which its system interfaces. Any failure of the
Company's management information system or the systems of third parties to
timely achieve Year 2000 compliance could have a material adverse effect on the
Company's business, financial condition, and operating results.

BUSINESS

General

The Company is one of the largest retailers of recreational boats in
Florida where it currently owns and operates ten retail locations. In addition,
the Company operates a retail location in Belmont, North Carolina, which it
intends to relocate to Cornelius, North Carolina following the consummation of
the Offering. At each of its retail locations, the Company offers a wide
selection of new and used boats and related marine products, such as trailers,
parts and accessories and water sport equipment. In addition, the Company
arranges boat financing, insurance and extended service contracts for its
customers and, at most of the Company's locations, provides them with
convenient, skilled and cost-effective repair and maintenance services from
state-of-the-art service facilities located adjacent to its showroom
operations. The Company's objective is to continue its growth trend by
leveraging its position as one of the premier operators of recreational boat
dealerships in the southeastern United States.

The Company has already experienced substantial growth as a result of both
acquisitions and internal growth. For the years ended December 31, 1997 and
1998, the Company had total pro forma combined revenue of $31.0 million and
$43.4 million, respectively, and total pro forma combined net income before
taxes of $468,000 and $1.4 million, respectively. For the years ended December
31, 1997 and 1998, the Company sold on a pro forma combined basis 802 and 1.032
new boats, respectively, generating revenues of approximately $21.9 million and
$31.7 million, respectively, and 366 and 449 used boats, respectively, for
revenues of approximately $4.8 million and $6.1 million, respectively.

The Company is the largest volume buyer of recreational boats sold under
the popular Regal and Wellcraft brand names and sells 11 other lines of high
quality recreational boats under the brand names Malibu, Hydra-Sport, Sailfish,
Carver, Stratos Bass Boats, Javelin Bass Boats, AquaSport, Larson, Legacy,
Mediterranean Yachts and Hurricane Deck Boats. The boats offered by the Company
range in size from 14 feet to 55 feet and in price from approximately $9,000 to
$1.2 million (with gross profit margins ranging between 15% and 28%). The
Company believes that it differentiates itself from its competitors by offering
13 different brand name product lines, with over 100 different models of new
cruisers, high performance boats, pontoon boats, fishing boats, water-skiing
boats and general recreational boats to choose from, at prices ranging from the
low-end to the high-end of the market spectrum.

The boat retailing industry is characterized by thousands of independent
retailers, most of which operate in only a single market, have limited
financial resources and offer only limited inventory, have annual sales of less
than $3 million and provide varying degrees of merchandising, professional
management and customer service. Management believes that many of these
independent retailers do not have the managerial or capital resources necessary
to compete in the highly competitive recreational boating industry and are thus
ripe for consolidation. As part of its expansion strategy, the Company intends
to acquire a number of existing dealerships and to capitalize upon its
professional management team, access to capital, focused purchasing and
marketing strategies, ability to leverage overhead expenses and generate other
operating efficiencies, and expanding management information system
infrastructure to increase the sales, control the costs and raise the
profitability levels of the dealerships it acquires.

Strategy

Growth Strategy

acquisitions in whole or in part through the issuance of Common Stock or
securities exercisable or convertible into shares of Common Stock. The Company
intends to accomplish its growth strategy through the acquisition of existing
dealership stores and/or through the opening of new stores, in the latter case
either by acquiring (by lease or purchase) and converting compatible existing
facilities or by constructing new facilities.

Operating Strategy

o Operate with Centralized Management. The Company has adopted a
centralized approach to the operational management of its dealerships
while conducting each of its dealerships as separate profit centers. The
Company believes that this system takes advantage of the experience and
knowledge of the Company's senior management, while enabling local
managers to implement the Company's standardized practices with respect to
inventory, advertising, pricing, customer service and personnel.

o Increase Operating Efficiencies. As it grows, the Company will
continually seek ways in which to increase operating efficiencies among
its dealerships, including those that will be provided as a result of an
increasing number of dealerships (such as the more effective use of
advertising and marketing dollars and the lower inventory costs associated
with bulk financing) in order to enhance its profitability. In connection
with such strategy, the Company will also continue to centralize certain
administrative functions, such as accounting, finance, insurance,
marketing, purchasing and management information systems, at the corporate
level in order to maintain more effective cost controls.

o Maintain a Diverse Product Line. The Company currently sells 13 lines of
high quality recreational boats and intends to obtain additional product
lines through the acquisition of dealerships with product distribution
rights. Management believes that offering a broad selection of high
quality boats enables it to appeal to a wide variety of customers,
minimizes the Company's dependence on any one manufacturer and reduces its
exposure to supply problems and product cycles. In addition, the Company
plans to place an increased emphasis on the sale of used boats, thereby
adding even greater diversity to its product offerings.

o Focus on Consumer Loyalty and Satisfaction. The Company emphasizes
customer satisfaction throughout its organization and continually seeks to
maintain its reputation for quality and fairness. The Company strives to
provide an enjoyable boat purchasing environment at each of its locations
and trains its sales personnel to identify an appropriate boat for each
customer at a price affordable to that customer. In addition, the Company
attempts to make the purchase of a boat a convenient and stress-free
experience by arranging fast, easy and competitive financing and insurance
for its customers. The Company also provides special amenities to its
customers such as boater education and has established cruise clubs,
fishing clubs and picnics for its customers in order to keep them involved
in boating. These programs have built strong consumer loyalty resulting in
referrals and repeat business. In addition, the Company considers its
parts and service operations to be an integral part of its customer
service program and an important factor in the establishment of customer
loyalty and repeat sales.

Recreational Boating Industry

Based upon information compiled by the NMMA, the recreational boating
industry has experienced significant growth within the last six years with
total nationwide consumer expenditures related to recreational boating
(including sales of new and used boats, motors, trailers, equipment and
accessories and related expenditures for fuel, docking, storage and repairs) of
$19.2 billion in 1998 as compared to $10.3 billion in 1992.

Retail recreational boating sales were $17.9 billion in 1988, but declined
to a low of $10.3 billion in 1992. The Company believes that this decline can
be attributed to a recession and the imposition of a luxury tax on boats sold
at prices in excess of $100,000.

In 1998, the NMMA estimates that over 74 million people participated in
recreational boating and that new boat and motor sales alone represented $8.5
billion of the $19.2 billion in total recreational boating sales for that year.
The Company's management believes that the southeastern United States is a
particularly strong market for its products due to mild weather conditions,
extended fishing and recreational seasons and accessibility to the Gulf of
Mexico, the Caribbean Sea, the Atlantic Ocean and numerous lakes, rivers,
estuaries and wetlands. Florida generated $834 million, over 4% of the nation's
total recreational boating sales for 1998, placing it number one among the
states in terms of such sales, and, together with the Company's other targeted
expansion areas (North Carolina, South Carolina, Georgia and Alabama), it
generated $1.8 billion of such sales.

Demographics continue to be a key factor in growth. The NMMA reports that
the typical boat owner is in the late 40 year plus category with a household
income in excess of $50,000 per annum. The 35-54 age group, which is the
fastest growing segment of the United States population, is the largest age
group purchasing boats. Although these individuals account for 38% of the U.S.
population over age 16, they account for over 44% of all consumer purchases and
over 48% of all consumer recreation purchases.

Products and Services

New Boat Sales

The Company believes that it differentiates itself from its competitors by
offering 13 different brand name product lines, with over 100 different models
of new cruisers, fishing boats, water-skiing boats and general recreational
boats to choose from, at prices ranging from the low-end to the high-end of the
market spectrum.

For the years ended December 31, 1997 and 1998, the Company sold, on a pro
forma combined basis, 802 and 1,032 new boats, respectively, generating
revenues of approximately $21.9 million and $31.7 million, respectively. The
average sale price per new boat sold by the Company during the years ended
December 31, 1997 and 1998 was approximately $27,300 and $30,750, respectively.
The Company believes that its average sale price is higher than the industry
average as a result of its focus on the sale of cruisers sold under the Regal
and Wellcraft brand name and the high quality of products and customer service
offered by the Company. The Company believes that it accounted for
approximately 13% of Regal's recreational boat sales in 1998.

Used Boat Sales

The Company offers a wide variety of makes and models of used boats. The
sales of used boats are an important part of the Company's operations. The
Company acquires used boats from customer trade-ins and purchases used boats
from individual boat owners. The Company also sells used boats on consignment
and plans to offer boat brokerage services. The Company intends to establish a
used boat certification program which will include a limited warranty by the
Company on every used boat sold. The Company's goal is to sell one used boat
for every two new boats sold.

For the years ended December 31, 1997 and 1998, the Company sold, on a pro
forma combined basis, 366 and 449 used boats respectively, generating revenues
of $4.8 million and $6.1 million respectively. The average sale price of the
used boats sold by the Company during the years ended December 31, 1997 and
1998 was approximately $13,000 and $13,500, respectively.

Boat Financing

A substantial portion of the Company's income results from the origination
and placement of customer financing and the sale of insurance products and
extended service contracts, the most significant component of which is the
income resulting from the Company's origination of customer financing. The
Company believes that the ability of its customers to obtain financing from the
Company is critical to its ability to sell new and used boats. The Company
provides a variety of financing alternatives in order to meet the needs of its
customers. The Company believes its ability to obtain customer-tailored
financing on a "same day" basis provides it with an advantage over many of its
competitors, particularly smaller competitors which the Company believes lack
the resources to offer boat financing or which do not generate sufficient
volume to attract the diversity of financing sources that are available to the
Company. Beginning in 1996 and ceasing in April 1998, the Company's use of a
"dealer rebate" by certain customers as part of, or in lieu of, a customer down
payment resulted in a breach of certain provisions of the retail dealer
financing agreements. Under the terms of these agreements, the use of dealer
rebates obligates the Company in such instances to indemnify the finance
company against foreclosure losses. Upon the Company's repayment of the
customer's defaulted obligation, the finance company would assign the
customer's loan contract to the Company and the Company would attempt to
collect on the customer's loan or repossess the underlying collateral.
Repossessed boats would be sold in the normal course of business through the
Company's stores. At December 31, 1998, the Company had accrued liabilities of
approximately $86,000 for estimated foreclosure losses related to such loans.

The Company maintains relationships with a number of financing sources and
arranges financing for its customers with those sources that the Company
believes are best suited to satisfy a customer's particular needs. The interest
rates available and the required down payment, if any, depend to a large
extent, upon the bank or other financial institution providing the financing
and the customer's credit history.

Maintenance and Repair Services

The Company considers its service operations to be an integral part of its
customer service program. The Company provides maintenance and repair services
at most of its retail locations. The Company also believes that its maintenance
and repair services contribute to strong customer relationships and that its
emphasis on preventative maintenance and quality service increases the
potential supply of well-maintained boats for its used boat sales.

The Company performs both warranty and non-warranty repair services, with
the cost of warranty work reimbursed by the manufacturer, in accordance with
the manufacturer's warranty reimbursement program. For warranty work, the
manufacturer generally reimburses a percentage of the dealer's posted service
labor rates, with the percentage varying depending on the dealer's customer
satisfaction index rating and attendance at service training courses. The
Company's maintenance and repair services are performed by factory-trained and
certified service technicians. In charging for its mechanics' labor, many of
the Company's dealerships use a variable rate structure designed to reflect the
difficulty and sophistication of different types of repairs. The percentage
markups on parts are similarly based on market conditions for different parts.

Marine Parts and Accessories

The Company sells related marine parts which are primarily the original
equipment manufacturers line of products including oils, lubricants, steering,
control systems, corrosion control products, engine care and service products.
The Company also sells a complete line of boating accessories including life
jackets, ski equipment, cleaners, safety equipment and novelty items such as
shirts, caps, and logo apparel bearing the various manufacturers or dealer's
logo.

Operations

Management Practices

The operations of each retail location are conducted as a separate profit
center. The general manager at each retail location implements management's
decisions relating to inventory, advertising, pricing, customer service and
personnel. The Company compensates its general managers and department managers
based on the profitability of their operations and departments rather than on
sales volume. The Company utilizes computer-based management information
systems to monitor each retail location's sales, profitability and inventory on
a daily basis. The Company believes that its professional management practices
provide it with a competitive advantage over many dealerships and is critical
to its ability to achieve levels of profitability superior to industry
averages. Upon opening each additional location, the Company will install its
own Company-trained management team. The leader of the management team will
report directly to the Company's senior management.

Sales and Marketing

The general manager at each location is trained at the Company's Orlando
superstore. The Company employs uniform pricing, sales and service techniques
which can only be modified by the Company's senior management. The Company's
sales force works closely with each customer to identify an appropriate boat at
a price affordable to that customer. The Company utilizes a counseling approach
during the sales process which it believes increases the likelihood that a
customer will be satisfied with the boat purchased and will do business with
the Company in the future. The Company believes that this philosophy enables
the Company to sell more boats at higher gross profit margins.

The competitive environment of the boat dealership industry requires that
a substantial portion of each sales dollar be allocated to advertising and boat
shows. However, as with most new boat dealerships, approximately 30% of AMRI's
qualified advertising and marketing expenses are paid for by the boat, motor
and engine manufacturers. The manufacturers also provide the Company with the
benefit of market research which assists the Company in developing its own
advertising and marketing programs. The Company believes that it receives a
significant benefit from the manufacturers' advertising of brand awareness on a
national basis.

The Company's marketing efforts focus on a wide range of potential buyers.
The Company offers a variety of new and used boats at a wide range of prices
with various financing terms. The Company utilizes newspaper, radio and direct
mail advertising. The Company primarily uses advertising that focuses on
developing its image as a reputable dealer offering quality service, affordable
boats and financing for all potential buyers.

The Company also participates in area boat shows. These shows are normally
held at convention centers with all area dealers attending purchasing space.
The Company believes that boat shows and other offsite promotions generate a
significant amount of interest in products and often have an immediate impact
on sales at a

nominal incremental cost. The Company plans to organize exhibitions with other
area boat dealers. In fiscal 1998 approximately 10% of AMRI's sales were
generated at recreational boat shows. In addition, the Company believes that an
additional 25% of AMRI's sales were attributable to leads generated at
recreational boat shows.

The Company's cruise and fishing clubs are another method which the
Company utilizes for promotion. The Company's cruise clubs lead members to a
new destination each month. The Company also offers its fishing customers a
similar opportunity by holding fishing tournaments in which the Company's
customers who have purchased fishing boats compete against one another for cash
prizes.

The Company's focus on customer relationships extends to a strong
commitment to service after the sale. The Company analyzes each boat's systems
and has a certified sea captain deliver the boats rather than a salesperson in
order to provide elementary training. Several times a year the Company's
dealerships hold free hands-on training classes on topics such as electronics,
charting and docking. The Company also offers special seminars for women
boaters.

Floor Plan Financing

The Company acquires a substantial portion of its inventory through floor
plan financing agreements. Inventory is generally purchased under floor plan
lines of credit (secured by such inventory) maintained with third party finance
companies and/or commercial banks depending upon the product purchased. In
addition, the Company receives interest free floor plan financing from several
vendors. This arrangement is based on the boat's model year which generally
begins July 1. The number of months of free floor plan financing received by
the Company is either based upon date of the inventory purchased by the Company
until the end of the model year, or for a fixed period of months, depending on
the vendor. Management believes that these financing arrangements are standard
within the industry. As of December 31, 1998, AMRI's maximum borrowings
allowable under floor plan lines of credit was $15.8 million and the average
borrowings outstanding during the year ended December 31, 1998 was $8 million.
The Company employs cash management systems designed to maximize returns and
minimize interest expense. The Company due to its cash position and financial
strength is able to take advantage of manufacturers' buy outs at a discount and
other special cash discounts.

Management Information Systems

The Company's financial information, operational and accounting data and
other related statistical information are consolidated, processed and
maintained at the Company's headquarters in Orlando, Florida. The flexible
nature of the Company's installed network allows for accumulation, processing
and distribution of information. All sales and expense information, and other
data related to the operations of each dealership are entered at each location
and "key indicators" are reported daily. Reports can be generated that set
forth and compare revenue and expense data by dealership and department,
allowing management to analyze operating results, identify trends in the
business and focus on areas that require attention at the Company's bi-monthly
staff meetings.

The Company believes that its management information systems will enable
the Company to successfully integrate additional dealerships into the Company's
operations. The Company plans to use a portion of the net proceeds of the
Offering to upgrade and expand the Company's management information systems.
Following the opening of each new dealership, the Company intends to install
its management information systems, thereby permitting access to financial,
accounting and other operational data.

Relationship with Boat Manufacturers

As is typical in the recreational boating industry, the Company deals with
each of its manufacturers pursuant to annually renewable, (except for its
current agreement with Regal which has a three-year term) non-exclusive, dealer

agreements that do not contain any contractual provisions concerning product
pricing or required purchasing levels. Pricing is generally established on a
model year basis, but is subject to change at the manufacturer's sole
discretion. AMRI purchased 69% of its new boats in 1998 from Regal (which will
become a principal stockholder of the Company upon the consummation of the
Offering) of which 98% were powered with Volvo-Penta engine packages. Sales of
Regal boats constituted approximately 68.5% of AMRI's sales in 1998.
Substantially all of Treasure Coast's purchases and sales for the year ended
December 31, 1998 were boats

sold under the Wellcraft brand name. The Company did not purchase more than 10%
of its new boats from any other manufacturer in 1998. The Company's success
depends to a significant extent on the continued popularity and reputation for
quality of the boating products of its manufacturers, particularly those of
Regal and Wellcraft.

Pursuant to its arrangements with certain manufacturers, the Company's
right to display some product lines in certain markets may be restricted. The
Company does not believe that these restrictions imposed by manufacturers will
materially affect the Company's expansion plans.

Trademarks

The Company has filed an application to trademark the "Boat Tree" name and
logo.

Environmental and Other Regulatory Issues

On December 3, 1996, the EPA announced final regulations for outboard
marine motors. Under the regulations, manufacturers beginning with model year
1998 and phased in over nine years must reduce hydrocarbon emissions by 75%
from present levels. The regulation only effects new engines. The EPA expects
that average costs for these engines will increase modestly, approximately
10-15% or approximately $700 on the average power output engine. Costs of these
new models, and/or the manufacturers' inability to comply with the EPA
requirements, could have a material adverse affect on the Company's business,
financial condition, operating results and prospects. The Company believes that
its outboard motor manufacturers currently meet all common standards and has
proprietary or licensed technology to meet or exceed EPA standards with a new
line of motors.

The Company, in the ordinary course of its business, is required to
dispose of certain waste products that are regulated by state or federal
agencies. These products include waste motor oil, tires, batteries and certain
paints. It is the Company's policy to use appropriately licensed waste disposal
firms to handle this refuse. The Company retains a waste management firm to
dispose of such products. If there were improper disposal of these products, it
could result in potential liability to the Company.

Additionally, certain states have required or are considering requiring a
license in order to operate a recreational boat. While the licensing
requirements are not expected to be unduly restrictive, such regulations may
discourage potential first-time buyers thereby limiting future sales. The
adoption of such licensing regulations could have a material adverse effect on
the Company's business.

Product Liability

The Company may be exposed to potential liabilities for personal injury or
property damage claims relating to the use of the those products. The
resolution of product liability claims has not materially affected the
Company's business in the past. The Company believes that manufacturers of the
products sold by the Company maintain third-party product liability insurance,
which it believes to be adequate. However, there can be no assurance that the
Company will not experience legal claims in excess of its insurance coverage,
or claims that are ultimately not covered by insurance. Any significant claims
against the Company which are not covered by insurance could adversely affect
the Company's business, financial condition, operating results and prospects.
The Company also may be adversely affected by related negative publicity.

Insurance

The Company carries a general liability policy which provides for coverage
of $1 million per occurrence and $5 million in the aggregate. The Company may
face potential claims and liabilities, including claims for products liability,
which arise out of the Company's business activities. Claims could possibly be
asserted against the Company under federal and state statutes and regulations,
common law, contractual indemnification agreements or otherwise. There can be
no assurance that the Company will not be subject to claims which could
materially and adversely affect its business, financial condition, operating
results or prospects. The Company currently has purchased insurance (which it
believes to be adequate) to cover the exposure it could face from such claims;
however, there can be no assurance that adequate insurance coverage will
continue to be available on terms acceptable to the Company or at all, or that
the Company will not face claims outside or in excess of

its coverage under its insurance in the event a claim is asserted against the
Company. Because the Company has limited financial and managerial resources,
such an action (or the establishment of actual liability against the Company)
could materially and adversely affect the Company.

Employees

As of December 31, 1998, AMRI employed 114 persons on a full-time basis of
which 13 were in store-level management, 57 were in sales and marketing, 24
were in parts and service and 20 were in corporate administration and
management. As of December 31, 1998, Treasure Coast employed 37 persons on a
full-time basis of which 8 were in store-level management, 8 were in sales and
marketing, 18 were in parts and service and 3 were in corporate administration
and management. None of the Company's employees are represented by a labor
union or bound by a collective bargaining agreement. The Company believes that
its relationship with its employees is satisfactory.

Properties

The Company owns the property upon which its signature dealership
superstore and corporate offices are located in Orlando, Florida. The Company
also owns the property upon which the Stuart, Florida dealership is located.
The balance of the Company's dealerships are leased facilities. Subsequent to
the consummation of the Offering, the Company intends to relocate the Belmont,
North Carolina facility to three acres of land it recently acquired in
Cornelius, North Carolina and open a new superstore on such parcel. The Company
and its various dealerships will occupy an aggregate of approximately 27 acres
of land and approximately 90,000 square feet of building space, of which
approximately 85,000 square feet are utilized for sales, services and parts and
5,000 square feet are utilized for office space. Such properties consist
primarily of boat showrooms, display lots, service facilities, boat storage
lots, parking lots and offices. The Company believes its facilities are
currently adequate for its needs and are in good maintenance and repair.
Pursuant to the leases, the Company is generally responsible for taxes,
utilities, repairs and maintenance. The leases expire commencing in 1999
through 2006 and in certain cases have renewal options. In fiscal 1998, the
Company made pro forma combined lease payments in the aggregate amount of
approximately $879,000.

Upon the consummation of the Offering, the Company will acquire an
approximately 1.5 acre site adjacent to the Orlando superstore from JCJ Family
Partnership for a purchase price of $400,000. Joseph G. Pozo, Jr., the
Company's Chairman, President, Chief Executive Officer and majority
stockholder, is the general partner of JCJ Family Partnership. See "Certain
Transactions."

The following table sets forth each of the Company's facilities, the
approximate square footage at each facility and the acreage of each location.

Dealership/Facility Location Total Building/Square Ft. Total Land/Acres
- ---------------------------------------- --------------------------- -----------------

Orlando, Florida (superstore) .......... 20,000 5.5
Jacksonville, Florida .................. 8,000 3.0
Doctor's Lake, Florida ................. 8,000 2.0
Belmont, North Carolina (1) ............ 8,000 2.5
Melbourne, Florida ..................... 4,000 3.0
Tierra Verde, Florida .................. 3,000 1.0
Pinellas Park, Florida ................. 15,000 3.5
Pompano Beach, Florida (2) ............. 4,000 1.0
Stuart, Florida (2) .................... 5,000 1.0
Jupiter, Florida (2) ................... 13,575 3.0
Vero Beach, Florida (2) ................ 3,300 .6

- ------------
(1) To be acquired in connection with the Marine America Acquisition and
subsequently relocated to Cornelius, North Carolina, where the Company
intends to open a 20,000 square foot superstore.
(2) To be acquired in connection with the Treasure Coast Acquisition.

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information concerning the
directors, nominees for director and executive officers of the Company. Upon
the consummation of the Offering, Sir Brian Wolfson, Jeffrey Schottenstein,
Brady Churches, James Gregory Humphries and James W. Traweek have agreed to
serve as directors of the Company and, upon the consummation of the Treasure
Coast Acquisition, D. Thomas Grane has agreed to serve as Vice President of the
South Florida Division of the Company.

Name Age Position with the Company
- ---------------------------------- ----- --------------------------------------

Joseph G. Pozo, Jr. .............. 51 Chairman, President and
Chief Executive Officer
Melven R. Nehleber ............... 48 Chief Financial Officer and Treasurer
Marcelo Pozo ..................... 50 Vice President
D. Thomas Grane .................. 58 Vice President -- South Florida
Division
Brady Churches ................... 40 Director Nominee
James Gregory Humphries .......... 42 Director Nominee
Jeffrey Schottenstein ............ 57 Director Nominee
Gary E. Stein .................... 48 Director
James W. Traweek ................. 55 Director Nominee
Sir Brian Wolfson ................ 62 Director Nominee

Joseph G. Pozo, Jr., the founder of Boat Tree and of the Company, has been
the Chairman of the Board, President and Chief Executive Officer of Boat Tree
and of the Company since their respective inceptions. He is also the founder
and a principal stockholder of Dollar Depot, Inc., a multi-chain retailer. Mr.
Pozo has over 25 years of experience in the retail and wholesale industry. Mr.
Pozo is Marcelo Pozo's brother.

Melven R. Nehleber joined the Company as its Chief Financial Officer and
Treasurer in August 1998. From April 1998 through August 1998, Mr. Nehleber was
the Acting President of Rockport Occupational Network, Inc., a worker's
compensation and occupational/industrial medical network in Houston, Texas.
From April 1997 through March 1998, Mr. Nehleber was Administrator and Chief
Financial Officer for Infusion Plus Homecare, a comprehensive health care group
in Midland, Texas. From January 1993 to June 1996, Mr. Nehleber was the Chief
Executive Officer and a principal stockholder of Hospicenter, Inc., a Houston,
Texas company majority-owned by Coram Healthcare, Inc., a New York Stock
Exchange company. Mr. Nehleber has also acted as a consultant for government
business and healthcare companies throughout the above periods.

Marcelo Pozo has been the Vice President of the Company since August 1998
and the Company's General Manager, F&I since January 1996. From 1992 to 1996,
he was the President of Dollar Depot, Inc. Mr. Pozo is the brother of Joseph G.
Pozo, Jr.

D. Thomas Grane will join the Company upon the consummation of the
Treasure Coast Acquisition as Vice President -- South Florida Division. Since
1992, Mr. Grane has been the sole shareholder and general manager of Treasure
Coast, the top Wellcraft dealership in the United States for 1998. Since 1984,
Mr. Grane has been a Wellcraft dealer in various owner/operator dealership
ventures. Prior to that, beginning in 1980, Mr. Grane was the owner and
operator of an automobile dealership. Mr. Grane has over 15 years experience in
the retail boating industry.

Brady Churches has served as the President of Mazel Stores, Inc. since
1996 and has served as President -- Retail since August 1995. Mr. Churches was
employed by Consolidated Stores, Inc. ("Consolidated") for 19 years until he
resigned in April 1995. He held various senior management positions in the
merchandising area at Consolidated and was President from August 1993 until his
resignation. Mr. Churches is currently a member of the Board of Directors of
Sun Television & Appliance, Inc. and Mazel Stores, Inc.

James Gregory Humphries has been a partner of the law firm of Shutts &
Bowen in Orlando, Florida since 1997. From 1991 to 1997, Mr. Humphries was a
principal in the law firm of Smith, Williams & Humphries. Mr. Humphries is a
member of the Virginia and Florida Bars.

Jeffrey M. Schottenstein has been the President and Chief Operating
Officer of Schottenstein Realty Company, a company that owns and operates
commercial and residential real estate, and its related entities since 1982.

Gary E. Stein became a director of the Company in June 1998. Prior
thereto, from October 1997 to the present, Mr. Stein has served as a business
consultant to the Company. In addition, from February 1997 to June 1998, Mr.
Stein was the Chief Administrative Officer and Chief Financial Officer of
Pinnacle Technologies Resources, Inc., an information technology consulting
firm. From January 1993 to January 1997, Mr. Stein was the President of DB
Capital Corp., a private investment banking firm. Mr. Stein is licensed to
practice law in Ohio and Florida.

James W. Traweek has been the President and Chief Executive Officer of PS
Management Company and its related companies ("PSM") since August 1994. PSM
owns or manages a chain of floor covering showrooms. From July 1990 to July
1994, Mr. Traweek was the President of Pro Source Wholesale Floor Coverings,
which operated franchise floor covering showrooms.

Sir Brian Wolfson served as Chairman of Wembley, PLC from 1986 to 1995.
Sir Brian is currently a director of Fruit of the Loom, Inc., Kepner-Tregoe,
Inc., Playboy Enterprises, Inc., Autotote Corporation, Inc., and Natural Health
Trends Corp for which he presently serves as Chairman.

Directors are elected to serve until the next annual meeting of
stockholders or until a successor is duly elected and qualified. Executive
officers are duly elected by the Board of Directors to serve until their
respective successors are elected and qualified.

The Company has obtained key man life insurance on the life of Joseph G.
Pozo, Jr. in the amount of $1 million.

Committees of the Board of Directors

Upon the consummation of this Offering, the Board of Directors will
establish two standing committees, the Audit Committee and the Compensation
Committee. The Audit Committee will recommend to the Company's Board of
Directors the engagement of auditors, review the results and scope of the audit
and other services provided by the Company's auditors and review the adequacy
of the Company's internal accounting controls. The Compensation Committee will
be responsible for the approval of compensation arrangements for the officers
of the Company, the review of the Company's compensation plans and policies and
the administration of the Company's stock option plans. All of the members of
the Audit Committee and a majority of the members of the Compensation Committee
will be non-employee directors.

Directors' Compensation

Members of the Board of Directors who are not employees of the Company
will receive a quarterly directors' fee of $2,500, half of which will be paid
by the issuance of shares of Common Stock based on the then-current market
value of the Common Stock and the remainder of which will be paid at the
director's option in cash or shares of Common Stock. Non-employee directors who
serve on committees will also receive $500 per committee meeting. All directors
will be reimbursed for out-of-pocket expenses incurred in attending meetings of
the Board of Directors and committee meetings. In addition, non-employee
directors will also receive automatic annual stock option grants for the
purchase of 5,000 shares of Common Stock at the then-current market price, and
will be eligible to receive discretionary stock option grants, under the Option
Plan. Employees of the Company receive no additional compensation for serving
on the Board of Directors.

Executive Compensation

The following table sets forth the aggregate compensation paid or accrued
by the Company for services rendered in all capacities to the Company during
the fiscal years ended December 31, 1997 and 1998 by Joseph G. Pozo, Jr., its
Chief Executive Officer. No other executive officer's compensation exceeded
$100,000 during the fiscal year ended December 31, 1998.

Summary Compensation Table

Annual Compensation
---------------------
Name and Principal Position Year Salary Bonus All Other Compensation
- ------------------------------------------- ------ ----------- ------- -----------------------

Joseph G. Pozo, Jr.,
Chairman of the Board, President and Chief
Executive Officer ...................... 1997 $212,400 -- $ --(1)(2)
1998 $216,000 -- $ --(1)(2)

- ------------
(1) Perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of salary compensation for the named executive officer.
(2) Does not include a stockholder distribution in the amount of $45,000 in
1997 and $264,528 in 1998 for the payment of stockholder tax liabilities
in connection with the Company's S Corporation status.

No stock options were granted to the named executive officer during the
fiscal year ended December 31, 1998. See "--Stock Options."

Employment and Consulting Agreements

The Company has entered into a three-year employment agreement effective
upon the consummation of the Offering with Joseph G. Pozo, Jr., the Company's
Chairman, President and Chief Executive Officer, which provides for an annual
salary of $208,000. The Company has also entered into a three-year employment
agreement, effective upon the consummation of the Offering, with Melven R.
Nehleber, the Company's Chief Financial Officer and Treasurer, which provides
for an annual salary of $120,000. Each of the employment agreements provide
that the executive will be eligible to receive short-term incentive bonus
compensation, the amount of which, if any, will be determined by the Board of
Directors based on the executive's performance, contributions to the Company's
success and on the Company's ability to pay such incentive compensation. The
employment agreements also provide for termination based on death, disability,
voluntary resignation or material failure in performance and for severance
payments upon termination in the event that the executive is terminated without
cause, as described in the agreements, or the executive terminates his
employment for a good reason as described in the agreements, or in the event of
a change in control of the Company as described in the agreements. The
agreements contain non-competition provisions that will preclude each executive
from competing with the Company for a period of two years from the date of
termination of employment.

Upon the consummation of the Treasure Coast Acquisition, the Company will
enter into a three-year employment agreement with D. Thomas Grane, the
principal stockholder of Treasure Coast who will become Vice President of the
South Florida Division of the Company. The employment agreement provides for a
base salary of $78,000 per annum plus an amount equal to 10% of the net income
(before taxes and after a corporate overhead allocation) of the four locations
which were operated by Treasure Coast.

The Company has also entered into a six-month consulting agreement,
effective upon the consummation of the Offering, with Gary E. Stein, a director
of the Company, which provides for a consulting fee of $10,000 per month. In
addition, Mr. Stein will receive a consulting fee equal to 5% of the purchase
price, not to exceed $75,000, for consulting services rendered in connection
with any acquisitions consummated by the Company during the term of his
consulting agreement.

Stock Options

Effective August 1, 1998, the Company adopted the 1998 Stock Option Plan
(the "Option Plan") for the purpose of attracting, retaining and maximizing the
performance of its executive officers, key employees and consultants. The
Company has reserved 430,000 shares of Common Stock for issuance under the
Option Plan. The Option Plan has a term of ten years. The Option Plan provides
for the grant of "incentive stock options"

within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, and non-statutory stock options. The Option Plan is currently
administered by the Board of Directors but will, commencing upon the
consummation of this Offering, be administered by the Compensation Committee.
The exercise price for incentive stock options may not be less than 100% of the
fair market value of shares of Common Stock on the date of grant (110% of fair
market value in the case of incentive stock options granted to employees who
hold more than 10% percent of the voting power of the Company's issued and
outstanding shares of Common Stock). The exercise price of non-statutory stock
options may be equal to or less than 100% of the fair market value of shares of
Common Stock on the date of grant.

Options granted under the Option Plan may not have a term of more than a
ten-year period (five years in the case of incentive stock options granted to
employees who hold more than 10% percent of the voting power of the Company's
Common Stock). Options generally terminate three months after the optionee's
termination of employment by the Company for any reason other than death,
disability or retirement, and are not transferable by the optionee other than
by will or the laws of descent and distribution.

In August 1998, the Company granted options to purchase an aggregate of
352,000 options effective upon the consummation of the Offering, each of which
will be exercisable commencing 90 days following the consummation of the
Offering. Of such options, options to purchase 42,000 shares of Common Stock
were granted to Hampstead Equities, Inc. for consulting services rendered to
the Company, options to purchase 70,000 and 25,000 shares of Common Stock were
granted to Marcelo Pozo, the Company's Vice President, and Melven R. Nehleber,
the Company's Chief Financial Officer, respectively, options to purchase 5,000
shares of Common Stock were granted to each of the director nominees and the
balance were granted to various of the Company's non management employees. See
"--Directors' Compensation" and "Principal Stockholders." The exercise price of
the options is equal to the initial public offering price per share and the
options expire in August 2008. See "Legal Matters."

PRINCIPAL STOCKHOLDERS

The following table sets forth (i) as of the date of this Prospectus and
(ii) as adjusted to reflect the exercise of the Treasure Coast Stock Payment
Option, the exercise of the Regal Option and the sale of the 2,150,000 shares
of Common Stock offered hereby, certain information concerning the beneficial
ownership of the Common Stock by: (a) each person known by the Company to
beneficially own more than 5% of the outstanding Common Stock, (b) each of the
Company's directors and each person who will become a director immediately
following the consummation of the Offering, (c) the executive officer named in
the Summary Compensation Table, and (d) all executive officers and directors of
the Company as a group:

Percentage
of Outstanding
Shares Beneficially
Number of Owned (2)
Shares ----------------------
Name and Address of Beneficially Before After
Beneficial Owner(1) Owned (2) Offering Offering
- --------------------------------------------------------- -------------------- ---------- ---------

Joseph G. Pozo, Jr. ..................................... 1,524,084(3) 82.8% 34.8%
Brady Churches .......................................... --(4) * *
James Gregory Humphries ................................. --(5) * *
Jeffrey Schottenstein ................................... --(6) * *
Gary E. Stein ........................................... 116,667(7) * 2.7%
James W. Traweek ........................................ --(8) * *
Sir Brian Wolfson ....................................... --(9) * *
Regal Marine Industries, Inc. ........................... 341,451(10) * 7.8%
All executive officers and directors as a group (ten per-
sons ) ................................................. 1,656,995(11) 87.1% 37.8%

- ------------
* Denotes less than 1%
(1) The address of Brady Churches is c/o Mazel Stores, Inc., 4310 E. Fifth
Avenue, Columbus, OH 43219. The address of James Gregory Humphries is 20
North Orange Avenue, Suite 1000, Orlando, Florida 32801. The address of
Jeffrey Schottenstein is c/o Schottenstein Realty, 1201 Brickell Avenue,
Miami, Florida 33131. The address of Gary E. Stein is c/o Pinnacle
Technology Resources, Inc., 6649 High Street, Suite L-1, Worthington, Ohio
43085. The address of James W. Traweek is c/o Pro Source, Inc., 2411 Coit
Road, Suite 100, Plano, TX 75075. The address of Sir Brian Wolfson is c/o
Global Health Alternatives, 44 Welbeck Street, London W1M 7HF, England.
The address of Regal Marine Industries, Inc. and Paul Kuck, Duane Kuck,
Jim Kuck, Gene Kandel and David Furlow, the directors, officers and
principal stockholders of Regal, is 2300 Jetport Drive, Orlando, FL 32809.
The address of each other beneficial owner identified is c/o American
Marine Recreation, Inc., 2202 33rd Street, Orlando, Florida 32834.

(2) Except as indicated in the footnotes to this table, the Company believes
that all the persons named in the table have sole voting and investment
power with respect to all shares shown as beneficially owned by them,
subject to community property laws where applicable. In accordance with
the rules of the Commission, a person or entity is deemed to be the
beneficial owner of securities that can be acquired by such person or
entity within 60 days from the date of this Prospectus upon the exercise
of options. Each beneficial owner's percentage ownership is determined by
assuming that options that are held by such person (but not those held by
any other person) and which are exercisable within 60 days of the date of
this Prospectus have been exercised. The inclusion herein of such shares
listed as beneficially owned does not constitute an admission of
beneficial ownership. Percentages herein assume a base of 1,840,344 shares
of Common Stock outstanding as of the date of this Prospectus and a base
of 4,385,641 shares of Common Stock outstanding immediately after the
consummation of the Offering.

(3) The number of shares of Common Stock owned by Joseph G. Pozo, Jr. before
the Offering includes 116,667 shares of Common Stock which Gary E. Stein
is purchasing from Mr. Pozo upon the consummation of the Offering. See
"Certain Transactions."
50

(4) Does not include 5,000 shares of Common Stock issuable to Mr. Churches
pursuant to options granted under the Option Plan, effective upon the
consummation of the Offering, which are not exercisable within 60 days
from the date of this Prospectus.

(5) Does not include 5,000 shares of Common Stock issuable to Mr. Humphries
pursuant to options granted under the Option Plan, effective upon the
consummation of the Offering, which are not exercisable within 60 days of
the date of this Prospectus.

(6) Does not include 5,000 shares of Common Stock issuable to Mr.
Schottenstein pursuant to options granted under the Option Plan, effective
upon the consummation of the Offering, which are not exercisable within 60
days from the date of this Prospectus.

(7) Represents shares of Common Stock which Mr. Stein is purchasing from
Joseph G. Pozo, Jr. upon the consummation of the Offering. See "Certain
Transactions."

(8) Does not include 5,000 shares of Common Stock issuable to Mr. Traweek
pursuant to options granted under the Option Plan, effective upon the
consummation of the Offering, which are not exercisable within 60 days
from the date of this Prospectus.

(9) Does not include 5,000 shares of Common Stock issuable to Sir Brian
pursuant to options granted under the Option Plan, effective upon the
consummation of the Offering, which are not exercisable within 60 days
from the date of this Prospectus.

(10) Represents shares of Common Stock to be issued in connection with the
exercise of the Regal Option upon the consummation of the Offering.

(11) Includes 53,846 shares of Common Stock issuable to Treasure Coast and
beneficially owned by D. Thomas Grane, its sole stockholder, upon the
consummation of the Treasure Coast Acquisition, at which time Mr. Grane
will become the Company's Vice President -- South Florida Division.

CERTAIN TRANSACTIONS

On April 1, 1997, Boat Tree entered into a lease with JCJ Family
Partnership, Ltd. for 1.5 acres adjacent to the Company's property in Orlando,
Florida. The general partner of the partnership is Joseph G. Pozo, Jr., the
Chairman, President, Chief Executive Officer and majority stockholder of the
Company. In 1998, the rent paid under the lease was $71,060. The monthly rent
through the consummation of the Offering is $4,000. Upon the consummation of
the Offering, the Company will purchase such parcel for a purchase price of
$400,000, which the Company believes is the approximate fair market value of
such parcel. The purchase price will be paid pursuant to a promissory note in
the amount of $400,000 which bears interest at the prime rate and is payable 18
months from the consummation of the Offering. In January 1999, Boat Tree
executed a promissory note payable to JCJ Family Partnership Ltd. in the
principal sum of up to $400,000. Interest on the promissory note is at the rate
of 12% per annum and is payable, together with the principal sum, on demand
after March 31, 2000.

In May 1998, Mr. Pozo guaranteed a line of credit from Regal to the
Company with a maximum borrowing availability of $300,000. As of December 31,
1998, the entire line of credit was outstanding, which the Company intends to
repay from the proceeds of the Offering. In addition, Mr. Pozo has guaranteed a
floor plan financing line of credit and an additional line of credit in an
aggregate amount of up to $12 million from TransAmerica. Outstanding borrowings
under the TransAmerica floor plan financing line of credit totalled $9.4
million as of December 31, 1998, and are due upon the sale of the boats which
secure such borrowings. Outstanding borrowings under the other TransAmerica
line of credit totalled $1.6 million as of December 31, 1998 and are due upon
the earliest of (i) 30 days after written notice, (ii) the termination of the
TransAmerica floor plan financing line of credit or (iii) December 31, 2000.
Mr. Pozo has also guaranteed a floor plan financing line of credit in an amount
up to $5.8 million from Deutsche Financial Services Corp. Outstanding
borrowings under this line of credit totaled $3.8 million as of December 31,
1998 and are due upon the sale of the boats which secure such borrowings. Mr.
Pozo has guaranteed the first mortgage loan from AmSouth Bank of Florida
("AmSouth") on the Company's property in Orlando, Florida in the original
principal amount of $1.2 million, which loan had an outstanding principal
balance of $1.1 million as of December 31, 1998 and is due in May 2016. Mr.
Pozo, Jr. has also guaranteed a series of installment notes payable to AmSouth
with interest rates ranging from 7.5% to 9% collateralized by certain vehicles
and equipment of the Company, with an aggregate outstanding principal balance
of $168,099 as of December 31, 1998, due at various times through October 2003.

Boat Tree made distributions to its stockholders for the payment of taxes
of $45,000 for the year ended December 31, 1997 and $264,528 for the year ended
December 31, 1998. The Company is paying the Final S Corporation Distribution
of $550,000 to the stockholders of Boat Tree out of the net proceeds of the
Offering. As of the date of this Prospectus, in connection with the
Reorganization, all of the stockholders of Boat Tree will exchange all of the
outstanding shares of common stock of Boat Tree for 1,840,344 shares of the
Company's Common Stock.

During the year ended December 31, 1997, the Company repaid $320,483 to
Joseph G. Pozo, Jr. for advances he made to the Company for the repayment of a
third mortgage on the Orlando, Florida superstore in the amount of $194,948 and
for working capital loans he made to the Company totaling $125,535.

Joseph G. Pozo, Jr. owns 75% of the capital stock of Bob's Boats, Inc.
("Bob's Boats") a corporation which operates an approximately 10,000 square
foot retail boat dealership in Orlando, Florida and primarily sells boats under
the Bayliner brand name. On January 8, 1998, Bob's Boats purchased the assets
of H&J Sales, Inc., an unaffiliated third party which previously operated such
dealership, for a purchase price of $1.8 million, financed in part by loans
collateralized by Bob's Boats' inventory and guaranteed by Boat Tree (which
guarantee has been terminated), Mr. Pozo, Jr. and the other stockholder of
Bob's Boats. On or prior to the consummation of the Offering, Mr. Pozo, Jr. is
selling his 75% interest in Bob's Boats to Bob's Boats' other stockholder for
$1.3 million pursuant to a secured promissory note, secured by all of the
capital stock of Bob's Boats and guaranteed by such other stockholder.

by Marine America in connection with its redemption of 50% of its capital stock
from Lakewood, an unaffiliated third party. Such liabilities consist of a loan
from the Company to Marine America in the amount of $25,000 (which will be
eliminated upon the consolidation of the Company and Marine America) and a
promissory note in the amount of $100,000 payable to Lakewood, which the
Company intends to repay from the proceeds of the Offering. In January 1998,
Marine America acquired certain of Lakewood's assets, as well as a five-year
lease (which lease was amended to a month-to-month lease commencing January
1999) relating to its retail boat dealership in Belmont, North Carolina, for a
purchase price of $130,858. As part of such acquisition, the Company purchased
Lakewood's new and used boat and trailer inventory for a purchase price of
$998,634 and agreed to provide Marine America with new and used boat inventory,
as needed, at the Company's invoice cost plus freight. In addition, the Company
entered into a management agreement with Marine America pursuant to which the
Company agreed to manage the operations of the Lakewood dealership.

On January 22, 1999, the Company entered into an agreement with Treasure
Coast, Treasure Services and D. Thomas Grane (the sole stockholder of Treasure
Coast), unaffiliated third parties, to acquire substantially all of the assets
of Treasure Coast, together with certain real property in Stuart, Florida owned
by Treasure Services on which a retail boat dealership is located. The Treasure
Coast Acquisition will close upon the consummation of the Offering, for an
aggregate purchase price of $2.9 million, plus the cost of Treasure Coast's
inventory on such date. In connection with the Treasure Coast Acquisition, Mr.
Grane is entering into a three-year-employment agreement with the Company and
upon the consummation of the Treasure Coast Acquisition he will become the
Company's Vice President -- South Florida Division. See "Management--Employment
and Consulting Agreement" and "Principal Stockholders."

On June 6, 1992, Boat Tree granted Regal a ten-year option to purchase 25%
of its capital stock for an aggregate purchase price of $10. On September 1,
1998, Regal agreed to (i) reduce the number of shares issuable upon the
exercise of the Regal Option to the number of shares equal to 15.65% of Boat
Tree's outstanding capital stock, which, after giving effect to the
Reorganization, represents 341,451 shares of AMRI's Common Stock (7.8% of the
number of shares of Common Stock that will be outstanding immediately following
the consummation of the Offering) and (ii) to the exercise of such option
effective upon the consummation of the Offering. In May 1998, Regal provided
the Company with a line of credit with maximum borrowings of $300,000 which
bears interest at the rate of 10% and is due on August 31, 1999. As of December
31, 1998, $300,000 was outstanding under the line of credit. The Company
intends to utilize a portion of the Offering proceeds to repay any amounts
outstanding under the line of credit upon the consummation of the Offering. See
"Principal Stockholders."

In November 1997, Joseph G. Pozo, Jr. agreed to sell to Gary E. Stein, for
a purchase price of $1.1 million, the number of shares of Common Stock equal to
$1.1 million divided by the initial public offering price per share, and Mr.
Stein has agreed to purchase such shares from Mr. Pozo, Jr. upon the
consummation of the Offering pursuant to a promissory note. In December 1998,
Mr. Pozo and Mr. Stein amended the agreement to provide for the purchase of
116,667 shares of Common Stock for a promissory note in the amount of $758,335
which is due two years from the consummation of the Offering.

Future transactions, if any, between the Company and any of its officers,
directors and/or 5% stockholders will be on terms no less favorable to the
Company than would be obtained from independent third parties and will be
approved by a majority of the independent, disinterested directors of the
Company.

DESCRIPTION OF SECURITIES
General

The following statements do not purport to be complete and are qualified
in their entirety by reference to the detailed provisions of the Company's
Certificate of Incorporation and By-Laws, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus forms a part.

The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, $.01 par value, and 1,500,000 shares of Preferred Stock, $.01
par value. As of the date of this Prospectus, there are 1,840,344 shares of
Common Stock issued and outstanding and held of record by five stockholders. No
shares of Preferred Stock are outstanding. In addition, an aggregate of 352,000
shares of Common Stock are issuable upon the exercise of outstanding options
granted under the Option Plan, effective upon the consummation of the Offering
and 341,451 shares of Common Stock are issuable upon exercise of the Regal
Option.

Common Stock

Holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote of stockholders. There is no
cumulative voting for the election of directors. Subject to the prior rights of
any series of Preferred Stock which may from time to time be outstanding, if
any, holders of Common Stock are entitled to receive ratably, dividends when,
as and if declared by the Board of Directors out of funds legally available
therefor and, upon the liquidation, dissolution, or winding up of the Company,
are entitled to share ratably in all assets remaining after payment of
liabilities and payment of accrued dividends and liquidation preferences on the
Preferred Stock, if any. Holders of Common Stock have no preemptive rights and
have no rights to convert their Common Stock into any other securities. The
outstanding shares of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable.

Preferred Stock

The Board of Directors of the Company is authorized, without further
stockholder action, to issue a maximum of 1,500,000 shares of Preferred Stock,
in one or more series and containing such rights, privileges and limitations,
including voting rights, dividend rates, conversion privileges, redemption
rights and terms, redemption prices and liquidation preferences, as the Board
may, from time to time, determine. The issuance of shares of Preferred Stock
pursuant to the Board's authority could decrease the amount of earnings and
assets available for distribution to holders of Common Stock, and otherwise
adversely affect the rights and powers, including voting rights, of such
holders and may have the effect of delaying, deferring or preventing a change
in control of the Company or make removal of management more difficult.
Additionally, the issuance of Preferred Stock could have the effect of
decreasing the market price of the Common Stock.

Transfer Agent and Registrar

The Company has appointed Continental Stock Transfer & Trust Company, 2
Broadway, New York, New York 10004, as transfer agent and registrar for the
Common Stock.

Certificate of Incorporation and Bylaws

Pursuant to Delaware Law, the power to adopt, amend and repeal By-Laws is
conferred solely upon the stockholders unless the corporation's certificate of
incorporation also confers such power upon the board of directors. Under the
Company's Certificate of Incorporation, the Board of Directors is granted the
power to amend the Bylaws of the Company. Such Bylaws provide that each
director has one vote on each matter for which directors are entitled to vote.
The By-Laws also provide that the directors will hold office until the next
annual meeting of stockholders and until their respective successors are
elected and qualified, and special meetings of stockholders may only be called
by the Board of Directors, the President of the Company or the Chairman or Vice
Chairman of the Board of Directors. These provisions, in addition to the
existence of authorized but unissued capital stock, may have the effect, either
alone or in combination with each other, of making more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors.
54

Section 203 of the Delaware Law

Section 203 of the Delaware Law prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) prior to the date
of the business combination, the transaction is approved by the board of
directors of the corporation; (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85% of the outstanding voting stock, or (iii) on or
after such date the business combination is approved by the board of directors
and by the affirmative vote of at least 662/3% of the outstanding voting stock
that is not owned by the interested stockholder. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person, who,
together with affiliates and associates, owns (or within three years, did own)
15% or more of the corporation's voting stock. This provision of law could
discourage, prevent or delay a change in management or stockholder control of
the Company, which could have the effect of discouraging bids for the Company
and thereby prevent stockholders from receiving the maximum value for their
shares, or a premium for their shares in a hostile takeover situation.

Indemnification of Officers and Directors

The Certificate of Incorporation of the Company provides that the Company
shall indemnify to the fullest extent permitted by Delaware law any person whom
it may indemnify thereunder, including directors, officers, employees and
agents of the Company. Such indemnification (other than as ordered by a court)
shall be made by the Company only upon a determination that indemnification is
proper in the circumstances because the individual met the applicable standard
of conduct. Advances for such indemnification may be made pending such
determination. In addition, the Certificate of Incorporation provides for the
elimination, to the extent permitted by Delaware law, of personal liability of
directors to the Company and its stockholders for monetary damages for breach
of fiduciary duty as directors. The Company intends to obtain directors' and
officers' liability insurance coverage in the amount of $5 million.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company, will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the consummation of this Offering, 4,385,641 shares (not including,
1,538 shares to be issued in connection with the Marine America Acquisition) of
Common Stock will be issued and outstanding, of which the 2,150,000 shares
offered hereby will be freely tradeable without restriction or further
registration under the Securities Act, except that any shares purchased by
"affiliates" of the Company (as defined in Rule 144 promulgated under the
Securities Act) will be subject to the resale limitations of Rule 144, as
described below.

The remaining 2,235,641 shares of Common Stock outstanding are deemed
"restricted securities," as that term is defined under Rule 144, and may only
be sold pursuant to an effective registration statement under the Securities
Act, in compliance with the exemption provisions of Rule 144 or pursuant to
another exemption under the Securities Act. Such restricted shares of Common
Stock will become eligible for sale, under Rule 144, subject to certain volume
and manner of sale limitations prescribed by Rule 144 and to the contractual
restrictions described below, at various times commencing 90 days following the
date of this Prospectus. All of the Company's officers, directors and
securityholders have agreed with the Representatives that until 12 months after
the date of this Prospectus, they will not, without the prior written consent
of BlueStone, directly or indirectly, sell, offer for sale, transfer, pledge or
otherwise dispose of, any securities of the Company or exercise any
registration rights relating to any securities of the Company.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated), including a person who may be
deemed an "affiliate" of the Company, who has beneficially owned restricted
securities for at least one year may sell, within any three-month period, a
number of shares that does not exceed the greater of (i) 1% of the then
outstanding shares of Common Stock (approximately 43,856 shares immediately
following the consummation of this Offering) or (ii) the average weekly trading
volume of the Common Stock during the four calendar weeks preceding the date on
which notice of such sale was filed under Rule 144. Sales under Rule 144 are
also subject to certain requirements as to the manner of sale, notice and
availability of current public information about the Company. A person who is
not deemed to have been an affiliate of the Company at any time during the 90
days preceding a sale by such person, and who has beneficially owned the
restricted shares for at least two years, is entitled to sell such shares under
Rule 144(k) without regard to any of the restrictions described above.

UNDERWRITING

The underwriters named below (collectively, the "Underwriters") for which
BlueStone Capital Partners, L.P. ("BlueStone") and Auerbach, Pollak &
Richardson, Inc. are acting as representatives (the "Representatives"), have
agreed severally, not jointly, subject to the terms and conditions contained in
the underwriting agreement between the Company and the Underwriters (the
"Underwriting Agreement"), to purchase from the Company, and the Company has
agreed to sell to the several Underwriters, the 2,150,000 shares of Common
Stock offered hereby. The number of shares of Common Stock that each
Underwriter has agreed to purchase is set forth opposite its name below:

Number
Underwriter of Shares
- ------------------------------------------------------ ----------
BlueStone Capital Partners, L.P. ............
Auerbach, Pollak & Richardson, Inc. .........
Total .................................... 2,150,000
=========

The Underwriters are committed on a "firm commitment" basis to purchase
and pay for all of the shares of Common Stock offered hereby (other than shares
offered pursuant to the over-allotment option) if any shares are purchased. The
shares of Common Stock are being offered by the Underwriters, subject to prior
sale, when, as and if delivered to and accepted by the Underwriters and subject
to approval of certain legal matters by counsel and to certain other
conditions.

Through the Representatives, the several Underwriters have advised the
Company that they propose to offer the shares of Common Stock to the public at
the initial public offering price set forth on the cover page of this
Prospectus. The Underwriters may allow to certain dealers, who are members of
the National Association of Securities Dealers, Inc. ("NASD") concessions, not
in excess of $ per share, of which not in excess of $ per share may be
reallowed to other dealers who are members of the NASD.

The Company has granted the Representatives an option, exercisable for 45
days following the date of this Prospectus, to purchase up to 322,500
additional shares of Common Stock at the initial public offering price set
forth on the cover page of this Prospectus, less the underwriting discounts and
commissions. The Representatives may exercise this option in whole or, from
time to time, in part, solely for the purpose of covering over-allotments, if
any, made in connection with the sale of the shares of Common Stock offered
hereby.

The Company has agreed to reimburse BlueStone for the costs, fees and
expenses customarily incurred by the underwriters during the registration
process, not to exceed $250,000, including for their legal fees and costs
associated with marketing and selling the Offering, of which $50,000 has been
reimbursed to BlueStone as of the date of this Prospectus. The Company has also
agreed to pay all expenses in connection with qualifying the shares of Common
Stock offered hereby for sale under the laws of such states as the
Representatives may designate, including expenses of counsel retained for such
purpose by the Representatives.

The Company has agreed to issue to the Representatives and their
designees, for an aggregate of $215, the Representatives' Warrants to purchase
up to 215,000 shares of Common Stock, at an exercise price of $ per share
(140% of the initial public offering price per share). The Representatives'
Warrants may not be transferred for one year following the date of this
Prospectus, except to the officers and partners of the Representatives' or the
Underwriters or members of the selling group, and are exercisable at any time,
and from time to time, during the four-year period commencing one year
following the date of this Prospectus (the "Warrant Exercise Term"). During the
Warrant Exercise Term, the holders of the Representatives' Warrants are given,
at nominal cost, the opportunity to profit from a rise in the market price of
the Common Stock. To the extent that the Representatives' Warrants are
exercised or exchanged, dilution to the interests of the Company's stockholders
will occur. Further, the terms upon which the Company will be able to obtain
additional equity capital may be adversely affected since the holders of the
Representatives' Warrants can be expected to exercise them at a time when the
Company would, in all likelihood, be able to obtain any needed capital on terms
more favorable to the Company than those provided in the Representatives'
Warrants. Any profit realized by the Representatives

on the sale of the Representatives' Warrants or the underlying shares of Common
Stock may be deemed additional underwriting compensation. Subject to certain
limitations and exclusions, the Company has agreed to register, at the request
of the holders of a majority of the Representatives' Warrants and at the
Company's expense, the Representatives' Warrants and the shares of Common Stock
underlying the Representatives' Warrants under the Securities Act on one
occasion during the Warrant Exercise Term and to include such Representatives'
Warrants and such underlying shares in any appropriate registration statement
that is filed by the Company during the seven years following the date of this
Prospectus.

In addition, the Company has agreed to enter into a consulting agreement
to retain BlueStone as a financial consultant for a period of two years from
the consummation of the Offering at an annual fee of $100,000 per year, payable
in advance upon consummation of this Offering. The consulting agreement will
not require the consultant to devote a specific amount of time to the
performance of its duties thereunder. In the event that Blue Stone originates a
financing or a merger, acquisition, joint venture or other transaction to which
the Company is a party, BlueStone will be entitled to receive a finder's fee in
consideration for origination of such transaction.

All of the Company's current officers, directors and securityholders have
agreed that, for the 12-month period following the date of this Prospectus,
they will not, without the prior written consent of BlueStone, directly or
indirectly sell, offer for sale, transfer, pledge or otherwise dispose of any
securities of the Company or exercise any registration right relating to any
securities of the Company.

The Representatives have informed the Company that the Underwriters do not
intend to confirm sales in excess of 3% of the number of shares of Common Stock
offered hereby to discretionary accounts.

The Company has agreed to indemnify the Underwriters against certain civil
liabilities in connection with the Registration Statement of which this
Prospectus forms a part, including liabilities under the Securities Act.

Prior to the Offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price of the shares of Common
Stock offered hereby has been determined by negotiation between the Company and
the Representatives and is not necessarily related to the Company's asset
value, net worth or other established criteria of value. Among the factors
considered in determining the initial public offering price are the Company's
financial condition and prospects, management, market prices of similar
securities of comparable publicly-traded companies, certain financial and
operating information of companies engaged in activities similar to those of
the Company and the general condition of the securities market.

In connection with the Offering, the Underwriters may purchase and sell
the Common Stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created by the Underwriters in connection with the Offering.
Stabilizing transactions consist of certain bids or purchases for the purpose
of preventing or retarding a decline in the market price of the Common Stock;
and syndicate short positions created by the Underwriters involve the sale by
the Underwriters of a greater number of securities than they are required to
purchase from the Company in the Offering. The Underwriters may impose a
penalty bid, whereby selling concessions allowed to syndicate members or other
broker-dealers in respect of the securities sold in the Offering for their
account may be reclaimed by the syndicate Underwriters if such shares of Common
Stock are repurchased by the syndicate Underwriters in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Common Stock, which may be higher than the price that might
otherwise prevail in the open market; and these activities, if commenced, may
be discontinued at any time. These transactions may be effected on Nasdaq or
otherwise.

The Underwriters may also place bids or purchase shares to reduce a short
position created in connection with the Offering. Short positions are created
by persons who sell shares which they do not own in anticipation of purchasing
shares at a lower price in the market to deliver in connection with the earlier
sale. Short positions tend to place downward pressure on the market price of a
stock.

The Representatives and/or the Underwriters may impose a penalty bid by
reclaiming the selling concession to be paid to an Underwriter or selected
dealer when the securities sold by the Underwriter or selected dealer are
purchased to reduce a short position created in connection with the Offering.

BlueStone was organized and registered as a broker-dealer with the
Commission and the NASD in March, 1996. Although, since its organization,
BlueStone has engaged in the investment banking business and its principals
have had significant experience in the underwriting of securities in their
capacities with other broker-dealers, the Offering will constitute one of the
first public offerings for which BlueStone has acted as lead manager.

LEGAL MATTERS

Certain legal matters with respect to the issuance of the Shares offered
hereby will be passed upon for the Company by McLaughlin & Stern, LLP, New
York, New York. Certain legal matters in connection with this Offering will be
passed upon for the Underwriters by Tenzer Greenblatt LLP, New York, New York.
In August 1998, Hampstead Equities, Inc., a corporation owned by Martin C.
Licht, was issued options to purchase 42,000 shares of Common Stock, at the
initial public offering price per share, in consideration of consulting
services rendered to the Company by Martin C. Licht, a partner of McLaughlin &
Stern, LLP.

EXPERTS

The financial statements of AMRI at December 31, 1998 and for the three
years then ended, have been included herein and in the Registration Statement
in reliance upon the report of BDO Seidman, LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of such firm as
experts in accounting and auditing.

The financial statements of Treasure Coast at December 31, 1998 and for
the two years then ended, have been included herein and in the Registration
Statement in reliance upon the report of Feldman Sherb Ehrlich & Co., P.C.,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the shares of Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration
Statement, omits certain information contained in the Registration Statement,
and reference is made to the Registration Statement and the exhibits and
schedules thereto for further information with respect to the Company and the
shares of Common Stock offered hereby. Statements contained herein concerning
the provisions of any documents are not necessarily complete; and in each
instance reference is made to the copy of such document filed as an exhibit to
the Registration Statement. Each such statement is qualified in its entirety by
such reference. As of the date of this Prospectus, the Company will become
subject to the informational requirements of the Exchange Act and the rules and
regulations thereunder, and, in accordance therewith, will file reports, proxy
and information statements, and other information with the Commission. The
Registration Statement, including exhibits and schedules filed therewith, and
the Company's reports, proxy and information statements, and other information
filed by the Company with the Commission, may be inspected without charge at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and the Commission's regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048,
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Electronic reports and other information filed through the Electronic Data
Gathering, Analysis, and Retrieval system are publicly available through the
Commission's Web site (http://www.sec.gov). Copies of such material also may be
obtained from the public reference section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports and
other information concerning the Company may be inspected at the offices of the
NASD, 1735 K Street, N.W., Washington, D.C. 20006.

INDEX TO FINANCIAL STATEMENTS

American Marine Recreation, Inc. and Subsidiary
Consolidated Financial Statements

Page
-----------

Report of Independent Certified Public Accountants ....................................... F-2
Consolidated Balance Sheets as of December 31, 1997 and 1998 ............................. F-3
Consolidated Statements of Income for the years ended December 31, 1996, 1997 and 1998 ... F-4
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1996,
1997
and 1998 ................................................................................ F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1997 and F-6
1998
Notes to the Consolidated Financial Statements ........................................... F-7 - F-19

Treasure Coast Boating Center, Inc.

Page
------------

Independent Auditors' Report .................................................. F-20
Balance Sheet as of December 31, 1998 ......................................... F-21
Statements of Operations for the years ended December 31, 1997 and 1998 ....... F-22
Statements of changes in shareholder's equity as of December 31, 1997 and 1998 F-23
Statements of Cash flows for the years ended December 31, 1997 and 1998 ....... F-24
Notes to Financial Statements ................................................. F-25 - F-28

F-1

Report of Independent Certified Public Accountants

(Upon completing the Reorganization as described in Note 1(B) to the
accompanying consolidated financial statements, which is to take place upon the
effectiveness of this Registration Statement, BDO Seidman, LLP will be in a
position to render the following opinion)

American Marine Recreation, Inc. and Subsidiary
Orlando, Florida

We have audited the accompanying consolidated balance sheets of American Marine
Recreation, Inc. and subsidiary as of December 31, 1997 and 1998, and the
related consolidated statements of income, stockholders' equity, and cash flows
for the years ended December 31, 1996, 1997 and 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Marine
Recreation, Inc. and subsidiary at December 31, 1997 and 1998, and the results
of its operations and its cash flows for the years ended December 31, 1996,
1997 and 1998 in conformity with generally accepted accounting principles.

BDO SEIDMAN, LLP

Orlando, Florida
January 8, 1999, except for Note 11 and Note 1(B),
as to which the dates are January 22, 1999 and
February , 1999, respectively.

F-2

American Marine Recreation, Inc. and Subsidiary

Consolidated Balance Sheets

December 31,
------------------------------------------------
1998
1998 Pro Forma
1997 Actual (unaudited)
------------- --------------- --------------

Assets
Current:
Cash and cash equivalents .................................. $ 307,463 $ 1,139,269 $ 1,139,269
Accounts receivable, less allowance for possible
losses of $42,000 and $27,000, respectively ............... 426,972 641,606 641,606
Inventories ................................................ 6,748,035 13,702,083 13,702,083
Prepaid expenses ........................................... 10,825 19,620 19,620
Deferred income taxes ...................................... -- -- 106,000
----------- ------------ ------------
Total current assets .......................................... 7,493,295 15,502,578 15,608,578
Property and equipment, less accumulated depreciation ......... 2,132,231 2,743,989 2,743,989
Other assets .................................................. 54,983 728,560 728,560
----------- ------------ ------------
$ 9,680,509 $ 18,975,127 $ 19,081,127
=========== ============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Floorplan payable .......................................... $ 6,250,903 $ 13,220,476 $ 13,220,476
Line of credit ............................................. 500,000 1,894,289 1,894,289
Accounts payable ........................................... 226,988 367,760 367,760
Customer deposits .......................................... 16,631 5,474 5,474
Accrued expenses ........................................... 225,525 310,272 310,272
Dividend payable ........................................... -- -- 550,000
Current maturities of long-term debt ....................... 102,104 246,428 246,428
----------- ------------ ------------
Total current liabilities ..................................... 7,322,151 16,044,699 16,594,699
----------- ------------ ------------
Long-term debt, less current maturities ....................... 1,220,251 1,453,276 1,453,276
----------- ------------ ------------
Deferred income taxes ......................................... -- -- 2,000
Commitments and contingencies ................................. -- -- --
Stockholders' equity:
Preferred stock, $.01 par (1,500,000 shares authorized,
no shares outstanding) .................................... -- -- --
Common stock, $.01 par (20,000,000 shares autho-
rized, 1,840,344 shares issued and outstanding) ........... 18,403 18,403 18,403
Additional paid-in capital ................................. 453,077 453,077 1,012,749
Retained earnings .......................................... 666,627 1,005,672 --
----------- ------------ ------------
Total stockholders' equity .................................... 1,138,107 1,477,152 1,031,152
----------- ------------ ------------
$ 9,680,509 $ 18,975,127 $ 19,081,127
=========== ============ ============

See accompanying notes to consolidated financial statements.

F-3

American Marine Recreation, Inc. and Subsidiary
Consolidated Statements of Income

Year Ended December 31,
------------------------------------------------
1996 1997 1998
-------------- -------------- --------------

Sales and service revenue ............................ $13,058,313 $20,183,674 $24,228,492
Finance and insurance income ......................... 591,014 1,042,795 1,334,164
----------- ----------- -----------
Total revenue ...................................... 13,649,327 21,226,469 25,562,656
Cost of sales and service revenue .................... 10,544,193 16,327,484 19,082,436
----------- ----------- -----------
Gross profit ....................................... 3,105,134 4,898,985 6,480,220
Selling, general and administrative expenses ......... 2,492,775 4,084,993 5,418,407
----------- ----------- -----------
Income from operations ............................. 612,359 813,992 1,061,813
Other income ......................................... 10,115 33,481 66,480
Interest expense ..................................... (239,362) (333,958) (524,720)
----------- ----------- -----------
Net income ........................................... $ 383,112 $ 513,515 $ 603,573
=========== =========== ===========
Pro forma net income (unaudited):
Historical income before taxes on income .......... $ 383,112 $ 513,515 $ 603,573
Pro forma taxes on income (unaudited) ............. 150,000 198,000 232,000
----------- ----------- -----------
Pro forma net income (unaudited) ..................... $ 233,112 $ 315,515 $ 371,573
----------- ----------- -----------
Pro forma net income per common share (unaudited):
Basic ............................................. $ .19
Diluted ........................................... $ .16
===========
Pro forma weighted average common shares outstanding
(unaudited):
Basic ............................................. 1,924,959
Diluted ........................................... 2,266,410
===========

See accompanying notes to consolidated financial statements.

F-4

American Marine Recreation, Inc. and Subsidiary

Consolidated Statements of Stockholders' Equity

Additional
Common Stock
----------------------------- Paid-in Retained
Shares Amount Capital Earnings
------------- ------------- ----------- -------------

Balance, December 31, 1995 ............ 1,840,844 $18,408 $453,072 $ --
Net income .......................... -- -- -- 383,112
Stockholder distributions ........... -- -- -- (185,000 )
--------- ------- -------- ------------
Balance, December 31, 1996 ............ 1,840,844 18,408 453,072 198,112
Repurchase and retirement of
minority shares ................... (500) (5) (3,195) --
Capital contribution ............... -- -- 3,200 --
Net income ......................... -- -- -- 513,515
Stockholder distributions .......... -- -- -- (45,000 )
--------- -------- -------- ------------
Balance, December 31, 1997 ......... 1,840,344 18,403 453,077 666,627
Net income ......................... -- -- -- 603,573
Stockholder distributions .......... -- -- -- (264,528)
--------- -------- -------- ------------
Balance, December 31, 1998 ............ 1,840,344 $18,403 $453,077 $1,005,672
========= ======== ======== ============

See accompanying notes to consolidated financial statements.

F-5

American Marine Recreation, Inc. and Subsidiary

Consolidated Statements of Cash Flows

Year Ended December 31,
------------------------------------------------
1996 1997 1998
------------ --------------- ---------------

Cash flows from operating activities:
Net income .................................................. $ 383,112 $ 513,515 $ 603,573
Adjustments to reconcile net income to net cash provided
by (used for) operating activities:
Depreciation .............................................. 32,692 100,129 140,293
Amortization .............................................. 7,670 7,670 7,670
Reserve for inventory ..................................... -- 36,500 --
Bad debts ................................................. -- 67,893 65,163
Loss on disposal of property and equipment ................ 15,158 -- --
Cash provided by (used for):
Accounts receivable ...................................... 168,351 (374,176) (279,797)
Inventories .............................................. (199,875) (1,868,008) (6,954,048)
Prepaid expenses ......................................... 3,633 (10,825) (8,795)
Accounts payable ......................................... (194,092) 198,704 140,772
Customer deposits ........................................ (368) (46,969) (11,157)
Accrued expenses ......................................... 85,253 125,321 84,747
---------- ------------ ------------
Net cash provided by (used for) operating activities ......... 301,534 (1,250,246) (6,211,579)
---------- ------------ ------------
Cash flows from investing activities:
Purchase of property and equipment .......................... (371,137) (167,001) (304,283)
Change in other assets ...................................... 2,780 (8,905) (5,216)
---------- ------------ ------------
Net cash used for investing activities ....................... (368,357) (175,906) (309,499)
---------- ------------ ------------
Cash flows from financing activities:
Payment of deferred offering costs........................... -- -- (676,031)
Net borrowings on floorplan ................................. 201,037 1,618,172 6,969,573
Net borrowings on line of credit ............................ 250,000 250,000 1,394,289
Repayment of long-term debt ................................. (72,192) (108,667) (70,419)
Repayment of related party long-term debt ................... -- (320,483) --
Payment of stockholder distributions ........................ (185,000) (45,000) (264,528)
---------- ------------ ------------
Net cash provided by financing activities .................... 193,845 1,394,022 7,352,884
---------- ------------ ------------
Increase (decrease) in cash and cash equivalents ............. 127,022 (32,130) 831,806
Cash and cash equivalents, beginning of period ............... 212,571 339,593 307,463
---------- ------------ ------------
Cash and cash equivalents, end of period ..................... $ 339,593 $ 307,463 $ 1,139,269
========== ============ ============

See accompanying notes to consolidated financial statements.

F-6

American Marine Recreation, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998

1. Summary of Significant Accounting Policies

(A) Business Description

American Marine Recreation, Inc. (through a reorganization with Boat Tree,
Inc., as described further in Note 1(B) and 1(C) below) (the "Company")
currently operates a chain of six dealerships in Florida engaged in the retail
sales and service of new and used boats and boat parts and accessories. The
dealerships offer a full line of new and used boats and most of the dealerships
maintain a parts, service and body repair facility. The Company also manages a
boat dealership in Belmont, North Carolina (see Note 11). In connection with
the proposed acquisitions (see Note 11), which the Company expects to close
upon the consummation of the Offering (see Note 1[B]), the Company will acquire
four additional dealerships in Florida, as well as the North Carolina
dealership referred to above.

(B) Proposed Public Offering and Reorganization

During 1998, Boat Tree, Inc. engaged attorneys and investment bankers to
assist it in the effectuation of an initial public offering of the common stock
of American Marine Recreation, Inc., a newly formed corporation (the
"Offering"). Boat Tree, Inc. has also initiated certain events (the
"Reorganization") in connection with the Offering which will result in it
becoming a wholly-owned subsidiary of American Marine Recreation, Inc. as of
the effective date of the Offering. The Reorganization will be accomplished
through a stock-for-stock exchange between American Marine Recreation, Inc. and
Boat Tree, Inc.

All of the outstanding shares of Boat Tree, Inc. will be exchanged for
2,181,795 shares of the Company's common stock (giving effect to the exercise
of the manufacturer's stock option described in Note 6). Consequently, upon the
effective date of the Offering and the related Reorganization, the consolidated
group will include the operations of American Marine Recreation, Inc. and its
wholly-owned subsidiary, Boat Tree, Inc.

The financial statements and related notes presented herein have been
retroactively adjusted to reflect the reorganization of Boat Tree, Inc. with
American Marine Recreation, Inc. The capital structure presented in these
financial statements is that of American Marine Recreation, Inc., but all other
information presented relates to the operations of Boat Tree, Inc., as American
Marine Recreation, Inc. had no operations during the periods presented and will
have no operations until the consummation of the Reorganization. All references
herein to "the Company" refer to American Marine Recreation, Inc. as
consolidated with Boat Tree, Inc.

(D) Balance Sheet Pro Forma Adjustments

In connection with the Reorganization, Boat Tree, Inc. will declare a
dividend (payable upon the closing of the Offering) to its stockholders
representing $550,000 of earned but undistributed earnings through the closing
date of the Reorganization. The Company's pro forma balance sheet as of
December 31, 1998 reflects a liability for the $550,000 dividends payable.

Concurrently with the Reorganization, the Company will terminate Boat
Tree's Subchapter S corporation status and will become subject to federal and
state income taxes. The accompanying statements of income reflect a pro forma
provision for income taxes in accordance with Statement for Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS
109 is an asset and liability approach that requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns. Measurement of deferred income tax is based on enacted tax laws
including tax rates, with the measurement of deferred income tax assets being
reduced by available tax benefits not expected to be realized.

F-7

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

1. Summary of Significant Accounting Policies -- (Continued)

In connection with the termination of Boat Tree's Subchapter S corporation
status, the Company will record a net deferred tax asset and an accompanying
tax benefit to reflect the differences in the financial statement and income
tax basis of certain assets and liabilities. The pro forma balance sheet as of
December 31, 1998 reflects an adjustment as if the Subchapter S corporation
status had terminated on December 31, 1998. As of that date, a net deferred tax
asset of approximately $104,000 would have been recognized as follows:

Current deferred tax assets:
Inventory .............................................. $ 44,000
Accrued expenses ....................................... 52,000
Allowance for possible losses .......................... 10,000
---------
Deferred tax asset -- current ............................. 106,000
---------
Long-term deferred tax asset -- intangible assets ......... 6,000
Long-term deferred tax liability -- depreciation .......... (8,000)
----------
Deferred tax liability -- noncurrent ...................... (2,000)
----------
Net current deferred tax asset ............................ $ 104,000
==========

The retained earnings on the pro forma balance sheet as of December 31,
1998 reflects an adjustment as if the subchapter S Corporation status had
terminated on December 31, 1998. As of that date all remaining earnings were
reclassified to additional paid in capital.

(E) Statement of Income Pro Forma Adjustments

Pro forma net income for the years ended December 31, 1996 through 1998
are based upon pretax income as if the Company had been subject to federal and
state income taxes at an estimated effective tax rate of approximately 38%. The
difference between the federal statutory rate of 34% and the estimated
effective tax rate is due to state income taxes and nondeductible expenses.

(F) Pro Forma Earnings per Share

In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"). SFAS
128 provides for the calculation of basic and diluted earnings per share. Basic
earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could share in the earnings of an entity.
Pro forma earnings per share is computed by dividing pro forma net income by
the basic and diluted weighted average number of common shares (see Note 9).

(G) Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
No. 130"), and No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS No. 131"). SFAS 130 establishes standards for
reporting and displaying comprehensive income, its components and accumulated
balances. SFAS 131 establishes standards for the way that public companies
report information about operating segments in annual financial statements and
requires reporting of selected information about operating segments in interim
financial statements issued to the public. Both SFAS 130 and SFAS 131 are
effective for periods beginning after December 15, 1997. The Company adopted
these new accounting standards in 1998, and their adoption had no effect on the
Company's financial statements and disclosures.

F-8

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

1. Summary of Significant Accounting Policies -- (Continued)

In June 1998, the Financial Accounting Standards Board issued SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133"). SFAS 133 requires companies to recognize all derivatives contracts as
either assets or liabilities in the balance sheet and to measure them at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedge, the objective of which is to match the timing of gain or
loss recognition on the hedging derivative with the recognition of (i) the
changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk or (ii) the earnings effect of the hedged
forecasted transaction. For a derivative not designated as a hedging
instrument, the gain or loss is recognized in income in the period of change.
SFAS 133 is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999.

Historically, the Company has not entered into derivatives contracts to
hedge existing risks or for speculative purposes. Accordingly, the Company does
not expect adoption of the new standard on January 1, 2000 to affect its
financial statements.

(H) Risks and Uncertainties

The recreational boat industry is highly competitive. The Company competes
for boat sales with single location boat dealers and national or regional
chains. With respect to sales of marine parts, accessories and equipment, the
Company competes with national specialty marine stores, catalog retailers,
sporting goods stores and mass merchants. Many of the Company's larger
competitors are well-capitalized companies which seek to increase market share
through price reductions. The recreational boat industry is dependent upon
discretionary consumer spending. Increasing interest rates and periods of
economic downturn have historically reduced consumer spending on non-essential
goods. The risk to the Company of increased competition or a reduction in
consumer spending on non-essential goods may ultimately lead to reduced profits
and affect the ability of the Company to expand operations.

The Company derives a substantial portion of its income from the
origination and placement of customer financing and sale of extended service
contracts and insurance products, collectively, "F&I Products" (see Note 10).
F&I Products accounted for approximately 4%, 5% and 5% of the revenues and 19%,
21% and 21% of the Company's gross profit for the years ended December 31, 1996
through 1998, respectively. The Company's lenders may choose to pursue this
business directly, rather than through intermediaries, such as the Company.
Moreover, such lenders may impose terms in their retail dealer financing
arrangements with the Company that may be materially unfavorable to the Company
or its customers. For these and other reasons, the Company could experience a
significant reduction in income resulting from reduced demand for its customer
financing programs. In addition, if profit margins are reduced on sales of F&I
products, or if these products are no longer available, it would have a
material adverse effect on the Company's business, financial condition and
operating results.

The recreational boating industry is highly seasonal and the Company has
significantly lower sales in the fourth quarter of the calendar year, resulting
in operating losses during this period. Weather patterns or prolonged winter
conditions and unseasonably cool weather may lead to a shorter selling season
in affected locations. The Company's results of operations may fluctuate as a
result of these or other conditions.

The Company deals with each of its manufacturers pursuant to annually
renewable, non-exclusive, dealer agreements. The Company purchased 52%, 65%,
and 69% of its new boats from one manufacturer during the years ended December
31, 1996, 1997 and 1998, respectively.

The Company faces the uncertainty of the continued availability of
increases in its borrowing capacity. Adequate working capital is essential to a
boat retailer due to the significant cash investment required for the purchase
of new and used boat inventory. The Company believes that it has an excellent
relationship with its floorplan lenders and that it will be able to obtain
sufficient working capital to finance its requirements.

F-9

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

1. Summary of Significant Accounting Policies -- (Continued)

(I) 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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

(J) Cash and Cash Equivalents

For financial presentation purposes, the Company considers short-term,
highly liquid investments with original maturities of three months or less to
be cash and cash equivalents.

Due to the seasonality of the boat industry, the Company's bank balances
may periodically exceed amounts that are federally insured. This risk is
mitigated by the Company's use of only high quality financial institutions.

(K) Inventories

Inventories consist of boats, motors, trailers and related parts and
accessories and water sport equipment and accessories. The Company's
inventories are valued at the lower of cost or market. The cost of boats,
motors and trailers is determined using the specific identification method. The
cost of parts and accessory inventories is determined using the first-in,
first-out (FIFO) method.

(L) Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is computed over
the estimated useful lives of the assets by the straight-line and accelerated
methods for financial reporting purposes. Amortization of leasehold
improvements is computed by the straight-line method over the estimated useful
lives of the assets. Interest of $16,345 was incurred in conjunction with the
construction of the Orlando facility during 1996. This amount has been
capitalized as buildings and improvements and amortized on a straight-line
basis.

(M) Revenue Recognition

Retail sales of boats, parts and services are recognized in operations
upon delivery of products or services to the customer or, in the case of boats,
when title passes to the customer.

(N) Advertising Costs

Advertising costs, included in selling expenses, are expensed as incurred
and were $201,541, $208,051 and $287,724 for the years ended December 31, 1996,
1997 and 1998, respectively.

(O) Impairment of Long-Lived Assets

The Company adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" ("SFAS 121"), during 1996. SFAS 121 requires impairment
losses to be recorded on long-lived assets used in operations when indicators
of impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount. The
adoption of SFAS 121 did not impact the financial statements of the Company.

(P) Fair Value of Financial Instruments

The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. Fair value estimates discussed
herein are based upon certain market assumptions and pertinent information
available to management. These financial instruments include cash and cash
equivalents, accounts receivables, accounts payable and accrued expenses. Fair
values were assumed to approximate carrying values for these

F-10

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

1. Summary of Significant Accounting Policies -- (Continued)

financial instruments since they are short term in nature and their carrying
amounts approximate fair values or they are receivable or payable on demand.
The fair value of the Company's long-term debt, which approximates its carrying
value, is estimated based upon the quoted market prices for the same or similar
debt instruments or on the current rates offered to the Company for debt of the
same remaining maturities.

2. Inventories

Inventories are summarized as follows:
December 31,
------------------------------
1997 1998
------------- --------------
New boats, motors and trailers ......... $6,036,114 $12,220,940
Used boats ............................. 519,977 1,222,527
Parts and accessories .................. 228,444 295,116
---------- -----------
6,784,535 13,738,583
Reserve for obsolescence ............... (36,500) (36,500)
------------ -------------
$6,748,035 $13,702,083
========== ===========

3. Property and Equipment

Property and equipment are summarized as follows:

December 31,
-------------------------------
Useful
Lives 1997 1998
----------- -------------- --------------

Land ................................... -- $ 400,000 $ 756,390
Buildings and improvements ............. 8-31 yrs. 1,623,180 1,712,724
Machinery and equipment ................ 6-8 yrs. 70,977 104,849
Office equipment and furniture ......... 6-8 yrs. 112,269 210,046
Vehicles ............................... 6-12 yrs. 146,189 264,585
Signs .................................. 6 yrs. 20,000 33,443
Leasehold improvements ................. 10 yrs. -- 35,629
----------- -----------
2,372,615 3,117,666
Less accumulated depreciation .......... 240,384 373,677
----------- -----------
$ 2,132,231 $ 2,743,989
=========== ===========

Depreciation expense for the years ended December 31, 1996, 1997 and 1998
was $32,692, $100,129 and $140,293, respectively.

4. Other Assets

Included in other assets at December 31, 1998 is approximately $676,000 of
deferred costs incurred during 1998 which relates to the Offering (see Note
1[B]). These costs will be applied against additional paid-in capital upon the
receipt of the proceeds from the Offering. If the Offering is not consummated,
the deferred costs will be charged to operations.

F-11

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

5. Borrowings

Floorplan Contracts

The Company finances substantially all of its new boat inventory through
floorplan financing arrangements, which are collateralized by the Company's new
boat inventory, accounts receivable, equipment and are personally guaranteed by
the Company's majority stockholder. The floorplan contracts are due upon the
sale of the related boat.

The Company has arranged for a free floorplan period whereby the floorplan
interest is paid by boat manufacturers for a predetermined period of time. As a
result of the free floor arrangement and certain floorplan interest rebates
received from manufacturers, the weighted average interest rates on floorplan
debt for the years ending December 31, 1996 through 1998 approximates 5%.

As of December 31, 1997 and 1998, the maximum borrowings allowable under
the floorplan contracts were $8,750,000 and $15,750,000, respectively, and
there were outstanding balances under such contracts of $6,250,903 and
$13,220,476, respectively. The following table summarizes certain information
about the Company's borrowings under the floorplan contracts:

Year Ended December 31,
------------------------------
1997 1998
------------- --------------

Maximum month-end borrowings outstanding during the period ......... $6,391,821 $13,220,476
Average borrowings outstanding during the period ................... $5,199,581 $ 7,962,315
========== ===========

Lines of Credit

The Company is currently a party to three different line of credit
agreements. The following table summarizes certain information about each of
these borrowing facilities:

Balance at December 31,
----------------------------
1997 1998
----------- --------------

$1,000,000 revolving line of credit, monthly interest payable at prime plus
1/2% (8 1/4% at December 31, 1998), unpaid principal and interest due
September 1999, collateralized by the Company's used boat inventory and
personally guaranteed by the Company's majority stockholder .................... $ 500,000 $ --
$2,000,000 revolving line of credit available through a floorplan lender, inter-
est accruing at the greater of the prime lending rate (73/4% at December 31,
1998) or 7%, all unpaid principal and interest due the earlier of (1)
December 2000, (2) the termination of the related floorplan financing
agreement, or (3) a 30-day written notice, collateralized by the Company's
used boat and parts inventory and personally guaranteed by the Company's
majority stockholder ........................................................... -- 1,594,289
$300,000 unsecured line of credit available from the Company's primary
supplier (see Note 6), interest accruing at 10%, all unpaid principal and
interest due August 1999, personally guaranteed by the Company's major-
ity stockholder ................................................................ -- 300,000
--------- -----------
$ 500,000 $ 1,894,289
========= ===========

F-12

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

5. Borrowings -- (Continued)

The following table provides certain additional information about the
lines of credit:

Year Ended December 31,
--------------------------------
1997 1998
-------------- ---------------

Maximum month-end borrowings outstanding during the period ......... $ 500,000 $ 1,894,289
Average borrowings outstanding during the period ................... $ 108,333 $ 724,524
Weighted average interest rate during the period ................... 8.88% 5.94%
========== ===========

Long-Term Debt

Long-term debt is summarized as follows:

December 31,
-------------------------------
1997 1998
-------------- --------------

7.71% $1,150,000 mortgage note payable dated November 1995, principal
and interest of $9,488 due monthly through May 2001, at which time the
interest rate shall be adjusted and fixed at the average T-Bill rate plus 2%
and principal and interest will continue to be payable monthly in an
amount that will fully amortize the outstanding loan balance by May 2016,
collateralized by certain real and tangible property of the Company and
personally guaranteed by the majority stockholder of the Company ............... $ 1,115,212 $ 1,087,534
8.5% $300,000 mortgage note payable dated June 1998, principal and inter-
est of $2,954 due monthly through June 2003, balloon payment of
$241,658 due July 2003, collateralized by certain real property of the
Company ........................................................................ -- 294,071
5.0% $250,000 mortgage note payable dated November 1995, yearly princi-
pal payments of $50,000 plus interest due December 1996 through
December 1998, with all remaining principal and interest due December
1999, collateralized by a second lien on certain real and tangible property
of the Company ................................................................. 150,000 150,000
Installment loans payable to banks bearing interest at rates from 7.5% to 9%,
principal and interest payable monthly through October 2003, collateral-
ized by certain vehicles and equipment of the Company .......................... 57,143 168,099
----------- -----------
1,322,355 1,699,704
Less current maturities ......................................................... 102,104 246,428
----------- -----------
Total long-term debt ............................................................ $ 1,220,251 $ 1,453,276
=========== ===========

Aggregate maturities of long-term debt over future years as of December
31, 1998 are as follows:
December 31,
-------------
1998
-------------
1999 $246,428
2000 90,113
2001 87,572
2002 67,743
2003 290,912
Thereafter 916,936

F-13

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

5. Borrowings -- (Continued)

Interest rates and interest expense related to the floorplan contracts,
lines of credit, and long-term debt are as follows:

Year Ended December 31,
---------------------------------------------------------
1996 1997 1998
------------------ ---------------- -----------------

Floor plan contracts:
Interest rates ........... 8.25% - 11.75% 8.60% - 12.45% 8.72% - 14.93%
Interest expense ......... $181,544 $226,011 $362,881
Line of credit:
Interest rates ........... 8.75% 8.75% - 9.00% 7.75% - 10.00%
Interest expense ......... $ 790 $ 11,535 $ 43,040
Long-term debt:
Interest rates ........... 5.00% - 12.00% 5.00% - 9.00% 5.00% - 9.00%
Interest expense ......... $57,028 $ 96,412 $118,799

Debt Covenants

Included in the Company's $2,000,000 line of credit agreement (see Note 5)
are certain loan covenants. Specifically, the Company must maintain a ratio of
debt to tangible net worth of no more than 9.75 to 1. By March 31, 1999, this
ratio may not exceed 6.0 to 1. Additionally, the Company must maintain a
minimum cash balance of $250,000 through February 26, 1999, at which time the
minimum required balance will be increased to $1,000,000.

As of December 31, 1998, the Company was in compliance with the minimum
cash balance requirement but was in violation of the minimum debt to tangible
net worth ratio. Subsequently, the Company obtained a waiver of such violation
from the lender until April 1, 1999. The Company expects that it will be in
compliance with the required minimum debt to tangible net worth ratio upon the
consummation of the Offering,.

The Company's floorplan financing arrangements have similar debt to net
worth ratio requirements, which the Company was in violation of as of December
31, 1998. The Company has also received waivers until April 1, 1999 of such
violations from its floorplan lenders and expects that it will be in compliance
with the required ratios upon the consummation of the Offering.

6. Stock Options

Manufacturer's Stock Option

The Company entered into a stock option agreement in 1992 with its major
boat manufacturer (see Note 1[H]) as part of a financing agreement. The
agreement granted the manufacturer the right to purchase common stock of the
Company sufficient to equal a 25% ownership interest for $10. The option
expires June 30, 2002.

In December 1995, the manufacturer agreed not to exercise its option as
long as the Company, or any other entity managed, owned or controlled by the
Company or its major stockholder, refrained from selling any new boat product
line that was directly competitive with any of the manufacturer's product
lines.

On September 1, 1998, the manufacturer agreed to reduce the amount of
stock purchasable under its option from a 25% interest to a 15.65% interest in
the Company. This agreement results in a reduction in the value of the
manufacturer's original option. Thus, no remeasurement of the option value is
required. Pursuant to this agreement, the manufacturer also notified the
Company of its intent to exercise its option, contingent on the successful
completion of the Offering. Diluted earnings per share numbers presented in
these financial statements have been adjusted to give retroactive effect to the
change in this option.

F-14

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

6. Stock Options -- (Continued)

1998 Stock Option Plan

Effective August 1, 1998, the Company adopted the 1998 Stock Option Plan
(the "Option Plan") for its executive officers, key employees and consultants
and has reserved 430,000 shares of common stock for issuance under the Option
Plan. The Option Plan has a term of ten years. The Option Plan provides for the
grant of "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and non-statutory stock options. The
Option Plan is currently administered by the Company's Board of Directors but
will, commencing upon the consummation of the Offering, be administered by the
Board's Compensation Committee. The exercise price for incentive stock options
may not be less than 100% of fair market value of shares of the Company's
common stock on the date of grant (110% of the fair market value in the case of
incentive stock options granted to employees who hold more than 10% of the
voting power of the Company's issued and outstanding shares of common stock).
The exercise price of non-statutory stock options may be equal to or less than
100% of the fair market value of shares of the Company's common stock on the
date of grant.

Options granted under the Option Plan may not have a term of more than ten
years (five years in the case of incentive stock options granted to employees
who hold more than 10% of the voting power of the Company's common stock).
Options generally terminate three months after the termination of the
optionee's employment with the Company for any reason other than death,
disability or retirement and are not transferable by the optionee other than by
will or the laws of descent and distribution.

The Company granted (effective upon the consummation of the Offering)
options to purchase an aggregate of 352,000 shares of the Company's common
stock, each of which will be exercisable commencing 90 days following the
consummation of the Offering. Of such options, options to purchase 42,000
shares of common stock were granted to Hampstead Equities, Inc. for consulting
services rendered to the Company and options to purchase 70,000 and 25,000
shares of common stock were granted to Marcelo Pozo, the Company's Vice
President, and Melven R. Nehleber, the Company's Chief Financial Officer,
respectively. Options to purchase 5,000 shares of common stock were granted to
each of the Company's director nominees, and the balance was granted to various
of the Company's non-management employees. The exercise price of the options is
equal to the initial public offering price per share, and the options expire in
August 2008.

7. Employee Benefit Plan

On January 1, 1997, the Company adopted a 401(k) profit sharing plan which
covers substantially all employees meeting certain minimum age and service
requirements. The plan provides for the Company to match 50% of the
participant's contributions to the plan up to a maximum of four percent of each
participant's compensation. The Company's contribution to the plan is included
in selling, general and administrative expenses and approximated $6,600,
$22,600 and $23,100 for the years ended December 31, 1996, 1997 and 1998,
respectively.

8. Election Under Subchapter S

Prior to the Reorganization, Boat Tree elected, and its stockholders
consented, to include their respective share of taxable income of Boat Tree in
their individual tax returns. As a result, no federal or state income tax has
been imposed on Boat Tree. Substantially all of the balance of the Company's
retained earnings at December 31, 1998 represents previously taxed income which
may be distributed tax-free to Boat Tree's stockholders (see Note 1[D]).

9. Earnings per Share

Pro forma basic weighted average shares outstanding include 1,840,344
actual shares outstanding plus 84,615 shares that represent the approximate
number of shares of common stock being sold by the Company in

F-15

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

9. Earnings per Share -- (Continued)

the Offering in order to fund the final S corporation distribution of $550,000
based upon the assumed price of $6.50 per share (the midpoint of the currently
anticipated range of the public offering price). Pro forma diluted weighted
average shares outstanding include the effect of 341,451 shares of the
Company's common stock to be issued upon the exercise of the manufacturer's
stock option (see Note 6).

The Company's pro forma supplemental earnings per share is $.16 per share.
Pro forma supplemental weighted average shares outstanding equal the pro forma
diluted weighted average number of shares outstanding plus 46,154 shares, the
approximate number of shares of common stock being sold by the Company in the
Offering in order to fund the reduction in line of credit borrowings upon the
closing of the Offering. Supplemental net income is equal to pro forma net
income, less interest expense (net of taxes) related to the reduced borrowings.

The following table sets forth historical basic and diluted earnings per
share. Potential dilutive securities include 341,451 shares related to the
manufacturer's stock option (see Note 6).

Weighted Average Earnings per
Number of Shares Common Share
------------------------- --------------------
Years Ended December 31, Basic Diluted Basic Diluted
- -------------------------- ----------- ----------- --------- --------

1996 1,840,844 2,182,295 $ .21 $ .18
1997 1,840,344 2,181,795 $ .28 $ .24
1998 1,840,344 2,181,795 $ .33 $ .28

10. Commitments and Contingencies

Leases

The Company conducts its operations partially from leased facilities.
These leases are classified as operating leases and expire on various dates
through March 2003.

On April 1, 1997, the Company began leasing a boat storage area from an
entity owned, in part, by the majority stockholder. The related monthly rent
was based on the number of boats sold by the Company. Beginning in August 1998,
the monthly rent became fixed at $4,000. This lease expires March 31, 2006. The
Company paid $71,060 under this lease in 1998. The Company has agreed to
purchase the boat storage area upon the closing of the Offering for a $400,000
note payable. The note payable will bear interest at the prime rate and is due
18 months from the date of transfer of the ownership. The Company believes that
the purchase price is the approximate fair market value of such parcel.

Rental expense under all operating leases was approximately $118,000,
$158,000 and $419,000 for the years ended December 31, 1996, 1997 and 1998,
respectively.

F-16

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

10. Commitments and Contingencies -- (Continued)

The future minimum rental payments required under operating leases that
have initial or remaining non-cancelable lease terms in excess of one year are
as follows:

December 31,
-------------
1998
-------------
1999 $ 408,573
2000 371,999
2001 349,186
2002 249,723
2003 110,880
Thereafter 114,480
----------
Total minimum lease payments $1,604,841
==========

Dealer Financing Agreements

The Company has entered into finance agreements with independent financial
institutions including banks and finance companies to assist the Company's
customers in obtaining financing for boat purchases. The process consists of
the Company referring the customer to one or more of the organizations offering
the financing services. The Company does not perform any credit approvals of
the applicant, does not service the collection of the loan, nor does the
Company provide any warranties concerning the lender. The Company's involvement
is limited to making the financial institutions available to the customer for
the customer's consideration, the gathering of information to obtain a credit
report and such other information as required by the financing institution(s)
referred by the Company.

Under the terms of the finance agreements, the Company may receive a
participation fee or "commission" from the financing institution. The financial
institutions typically base the amount of the commission earned by the Company
on the difference between the customer's interest rate as contracted with the
financial institution and the interest buy rate of the institution. The
interest rate normally varies from institution to institution and may be
affected by the customer's credit report standing. The buy rate is published by
the financial institution specifically for the Company and is considered the
base for the commission calculation.

The lender could charge the Company back all or part of the commission if
the loan is paid off or foreclosed on within a specified period of time. The
"chargeback" period is generally limited to the first six months of the term of
the loan.

The Company records commission income based upon the amount earned less an
allowance for chargebacks. In determining the amount of the allowance for
chargebacks, the Company takes into consideration the total customer loans
outstanding and estimates of the exposure for potential chargebacks associated
with these loans.

This process includes an estimate on the probability for loan payoffs
based on historical loan payoff information, consideration for current and
future economic conditions, the effects of changes in consumer interest rates
and the aging of all loans outstanding as they relate to the chargeback period.
Based on an analysis of these factors, the Company has determined that an
allowance for chargebacks is unnecessary at December 31, 1997 and 1998. Actual
finance chargebacks were approximately $4,000, $13,000 and $8,000 for the years
ended December 31, 1996, 1997 and 1998, respectively.

Beginning in 1996 and ceasing in April 1998, the Company's use of a
"dealer rebate" as part of, or in lieu of, a customer down payment resulted in
a breach of certain provisions of the third-party finance agreements. Under the
terms of these agreements, the use of dealer rebates obligates the Company to
indemnify the finance

F-17

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

10. Commitments and Contingencies -- (Continued)

company against foreclosure losses for those specific customers. The
indemnification by the Company would include repayment of the customer's
defaulted obligation and receipt by assignment of the customer's loan contract.
Should this occur, the Company would attempt to collect on the customer loan or
repossess the underlying collateral. Repossessed boats would be sold in the
normal course of business through the Company's retail sales centers. During
1997, the Company accrued approximately $86,000 for estimated foreclosure
losses related to such loans. As of December 31, 1998, this accrual balance has
remained unchanged. During the years ended December 31, 1997 and 1998, the
Company charged earnings approximately $86,000 and $33,000 related to these
foreclosure losses.

11. Proposed Acquisitions

Marine America, Inc.

Marine America, Inc. ("MAI") is a corporation that commenced operations on
January 30, 1998 by purchasing equipment and certain intangible assets and
assuming certain equipment operating lease obligations from Lakewood Marine
International, Ltd. ("Lakewood") which operated a retail boat dealership in
Belmont, North Carolina, for $130,858. MAI is owned 50% by the majority
stockholder of the Company and his son and 50% by Lakewood. As part of the
transaction, the Company purchased the new and used boat and trailer inventory
from Lakewood for $998,364. The new boat inventory purchased was financed
through borrowings under the Company's floorplan agreements.

MAI executed a five-year lease with Lakewood which included an option to
purchase the dealership land and buildings and a provision to terminate the
lease before its expiration date. As of December 31, 1998, MAI had given notice
of its intent to terminate the lease as of January 1999 and agreed to continue
the lease on a month-to-month basis thereafter. The Company plans to construct
a new facility on land the Company acquired on May 15, 1998 for $348,100. The
land is located in the same market and was acquired in part through the
issuance of an 8 1/2% mortgage note payable for $300,000 (see Note 5).

Upon its inception, MAI entered into a management agreement with the
Company, under which the Company agreed to manage all of MAI's dealership
operations. The Company also agreed to provide MAI with new and used boat
inventory at the Company's invoice cost plus freight. For its services, the
Company receives a monthly management fee and reimbursement of its operating
expenses incurred on behalf of MAI. The management fee is based on five percent
of the dealership's gross finance and insurance income and one percent of the
month-end balance of the new and used boat inventories. For the year ended
December 31, 1998, the Company earned management fees of approximately
$134,000, which have been included in Sales and Service Revenue.

MAI has agreed to redeem all of its common stock owned by Lakewood for
$125,000 prior to the closing of the Offering (see Note 1[B]). MAI intends to
borrow $25,000 from the Company and issue a note payable for $100,000 to
Lakewood to fund this stock redemption. After the redemption, the Company's
majority stockholder and his son will own 100% of MAI. The Company has agreed
to exchange 1,538 shares of its common stock valued at $10,000, based upon the
offering price of $6.50 per share, for all the outstanding common stock of MAI
as of the closing of the Offering and will repay the $100,000 note payable from
the proceeds of the Offering.

Treasure Coast Boating Center, Inc. and Related Real Estate

On January 22, 1999, the Company entered into an agreement with Treasure
Coast Boating Center, Inc. ("Treasure Coast") , an unaffiliated third party, to
acquire substantially all of the assets of Treasure Coast together with related
real property owned by an affiliate of Treasure Coast on which a retail boat
dealership is located. Treasure Coast operates four retail boat dealerships in
Florida. The Company will acquire substantially all of the

F-18

American Marine Recreation, Inc. and Subsidiary

Notes to Consolidated Financial Statements
Information as of December 31, 1997 and 1998 and for the

Years Ended December 31, 1996, 1997 and 1998 -- (Continued)

11. Proposed Acquisitions -- (Continued)

assets of Treasure Coast upon the consummation of the Offering for an aggregate
purchase price of $2,911,000 plus the cost of Treasure Coast's inventory on
such date. The Company has the option of paying $350,000 of the purchase price
in shares of common stock based upon the initial public offering price per
share. The acquisition will be accounted for using the purchase method and the
purchase price includes goodwill estimated at $1,650,000. In connection with
the Treasure Coast acquisition, the Company is entering into a three-year
employment agreement with D. Thomas Grane, the principal of Treasure Coast,
which provides for a base salary of $78,000 plus an amount equal to 10% of the
net income of the four locations operated by Treasure Coast.

12. Subsequent Event
In January 1999, an entity owned in part by the Company's majority
stockholder agreed to advance the Company up to $400,000 under a promissory
note agreement for working capital purposes. Interest on the promissory note is
payable at the rate of 12% per annum and is payable, together with the
principal sum, on demand, commencing after March 31, 2000.

13. Supplemental Cash Flow Information

For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.

The following summarizes noncash investing and financing transactions:

Year Ended December 31,
-------------------------------------------
1996 1997 1998
------------- ------------ ------------

Cash paid for interest ..................................... $ 196,315 $ 377,005 $ 494,719
========== ========= =========
Noncash investing and financing activities:
Purchase of fixed assets through the assumption of long-
term debt .............................................. $1,173,559 $ 53,269 $ 447,768
Loan costs paid by majority stockholder ................. 24,948 -- --
Capital contribution .................................... -- 3,200 --
Reduction in capital through repurchase and retirement of
common stock ........................................... -- 3,200 --

F-19

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Treasure Coast Boating Center, Inc.
Stuart, Florida

We have audited the accompanying balance sheet of Treasure Coast Boating
Center, Inc. as of December 31, 1998, and the related statements of operations,
shareholder's equity and cash flows for the years ended December 31, 1997 and
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Treasure Coast Boating Center,
Inc. at December 31, 1998, and the results of its operations and its cash flows
for the years ended December 31, 1997 and 1998, in conformity with generally
accepted accounting principles.

Feldman Sherb Ehrlich & Co., P.C.
Certified Public Accountants

New York, New York
January 15, 1999, except
for Note 10 as to which
the date is January 22, 1999

F-20

TREASURE COAST BOATING CENTER, INC.
BALANCE SHEET
DECEMBER 31, 1998

ASSETS

CURRENT ASSETS:
Accounts receivable, less allowance for doubtfull accounts of $4,184 ................. $ 199,720
Inventories .......................................................................... 7,226,486
----------
Total current assets .............................................................. 7,426,206
PROPERTY AND EQUIPMENT, net ............................................................. 245,740
OTHER ASSETS:
Loan to shareholder .................................................................. 122,486
Deposits ............................................................................. 42,324
----------
$7,836,756
==========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Cash overdraft ....................................................................... $ 8,237
Accounts payable and accrued expenses ................................................ 317,737
Floor plan financing ................................................................. 6,371,979
Notes payable ........................................................................ 143,900
Other liabilities .................................................................... 107,393
Note payable to related party ........................................................ 26,325
Current portion of long-term debt .................................................... 5,820
----------
Total current liabilities ......................................................... 6,981,391
----------
LONG TERM DEBT .......................................................................... 26,224
SHAREHOLDER'S EQUITY:
Common stock, $.01 par value -- shares authorized 100,000 shares, issued and outstand-
ing 10,000 shares ................................................................... 100
Additional paid-in capital ........................................................... 105,291
Retained earnings .................................................................... 723,750
----------
Total shareholder's equity ........................................................ 829,141
----------
$7,836,756
==========

See notes to financial statements.

F-21

TREASURE COAST BOATING CENTER, INC.

STATEMENTS OF OPERATIONS

Year ended December 31,
------------------------------
1997 1998
------------- --------------

NET SALES ............................................ $9,725,996 $17,800,853
COST OF SALES ........................................ 7,815,152 13,756,752
---------- -----------
GROSS PROFIT ......................................... 1,910,844 4,044,101
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ......... 1,745,761 3,041,504
DEPRECIATION ......................................... 18,982 48,653
---------- -----------
INCOME FROM OPERATIONS ............................... 146,101 953,944
INTEREST EXPENSE, net ................................ (156,270) (204,130)
---------- -----------
NET INCOME (LOSS) .................................... $ (10,169) $ 749,814
========== ===========

See notes to financial statements.

F-22

TREASURE COAST BOATING CENTER, INC.
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY

Common Stock
------------------- Additional Retained
Shares Amount Paid-in Capital Earnings Total
-------- -------- ----------------- ------------ -----------

Balance, January 1, 1997 ........... 10,000 $100 $105,291 $ 82,453 $ 187,844
Net loss ........................ -- -- -- (10,169) (10,169)
Distributions ................... -- -- -- (17,604) (17,604)
------ ---- -------- --------- ---------
Balance, December 31, 1997 ......... 10,000 100 105,291 54,680 160,071
Net income ...................... -- -- -- 749,814 749,814
Distributions ................... -- -- -- (80,744) (80,744)
------ ---- -------- --------- ---------
Balance, December 31, 1998 ......... 10,000 $100 $105,291 $ 723,750 $ 829,141
====== ==== ======== ========= =========

See notes to financial statements

F-23

TREASURE COAST BOATING CENTER, INC.

STATEMENTS OF CASH FLOWS

Year Ended December 31,
--------------------------------
1997 1998
-------------- ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) .......................................................... $ (10,169) $ 749,814
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation ............................................................ 18,982 48,653
Change in assets and liabilities:
(Increase) decrease in accounts receivable .............................. 25,162 (114,392)
Increase in inventories ................................................. (3,068,378) (2,128,183)
Increase in other assets ................................................ (15,000) (27,324)
Increase (decrease) in accounts payable and accrued expenses ............ 447,761 (354,066)
Increase in other liabilities ........................................... 4,243 33,565
------------ ------------
Net cash used in operating activities ......................................... (2,597,399) (1,791,933)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ....................................................... (201,744) (33,227)
------------ ------------
Net cash used in investing activities ......................................... (201,744) (33,227)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in floor plan financing ........................................... 3,041,476 2,039,507
Increase in overdraft ...................................................... -- 8,237
Increase in notes payable .................................................. 142,500 3,793
Repayments of debt ......................................................... (62,486) (413,550)
Increase in loan to shareholder ............................................ -- (119,097)
Distribution to shareholder ................................................ (17,604) (80,744)
------------ ------------
Net cash provided by financing activities ..................................... 3,103,886 1,438,146
------------ ------------
Net increase (decrease) in cash ............................................... 304,743 (387,014)
Cash, at beginning of year .................................................... 82,271 387,014
------------ ------------
Cash, at end of year .......................................................... $ 387,014 $ --
============ ============
SUPLEMENTARY CASH FLOW DISCLOSURE
Interest paid .............................................................. $ 156,270 $ 207,018
============ ============

See notes to financial statements

F-24

TREASURE COAST BOATING CENTER, INC.
NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1998 and 1997

1. ORGANIZATION

Treasure Coast Boating Center, Inc. (the "Company") was incorporated in
1992 under the laws of the State of Florida. The Company operates a chain of
dealerships in Florida engaged in retail sales and service of new and used boat
parts and accessories. The dealerships offer a full line of new and used boats
and most of the dealerships maintain a parts, service and body repair facility.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Recent Accounting Pronouncements -- In June 1997, the Financial
Accounting Standards Board issued "Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" ("SFAS 130"), and No. 131,
Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131"). SFAS 130 establishes standards for reporting and displaying
comprehensive income, its components and accumulated balances. SFAS 131
establishes standards for the way that public companies report information
about operating segments in annual financial statements. Both SFAS 130 and SFAS
131 are effective for periods beginning after December 15, 1997. The Company
adopted these new accounting standards in 1998, and their adoption had no
effect on the Company's financial statements and disclosures.

In June 1998, the Financial Accounting Standards Board issued "Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset
or liability that are attributable to the hedged risk or (ii) the earnings
effect of the hedged forecasted transaction. For a derivative not designated as
a hedging instrument, the gain or loss is recognized in income in the period of
change. SFAS 133 is effective for all fiscal quarters or fiscal years beginning
after June 15, 1999. Historically, the Company has not entered into derivatives
contracts to hedge existing risks or for speculative purposes. Accordingly, the
Company does not expect adoption of the new standard on January 1, 2000 to
affect the financial statements.

B. Revenue Recognition -- Retail sales of boats, parts and services are
recognized in operations upon delivery of products or services to the customer
or, in the case of boats, when title passes to the customer.

C. Inventories -- Inventories, consisting primarily of boats, motors,
trailers and related parts and accessories as well as water sport equipment and
accessories, are stated at the lower of cost or market. The cost of boats,
motors and trailers is determined using the specific identification method. The
cost of parts and accessories is determined using the first-in, first-out
(FIFO) method.

D. Property and Equipment -- Property and Equipment are stated at cost,
less accumulated depreciation. Depreciation is computed over the estimated
useful lives of the assets using the straight-line method which ranges from 3
to 5 years. Leasehold improvements are amortized on a straight-line basis over
the shorter of their useful lives or the term of the related lease.

E. Use of Estimates -- The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
those estimates.

F. Long Lived Assets -- The Company has adopted "Statement of Financial
Accounting Standards No. 121, ("SFAS, No. 121"), Accounting for the Impairment
of Long-Lived Assets and for Long- Lived Assets to Be Disposed Of. In
accordance with this statement, the Company evaluates the recovery of the
carrying amount of its long-lived assets, whenever events or changes in
circumstances indicate that the carrying amount of such assets

F-25

TREASURE COAST BOATING CENTER, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1998 and 1997 -- (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued)

may not be fully recoverable. If this review indicates that the carrying value
of the assets will not be recoverable, as determined based on the estimated
non-discounted cash flows of the Company over their remaining estimated useful
lives, the carrying amount is reduced by the estimated shortfall of cash flows.
The adoption of SFAS 121 did not impact the financial statements of the
Company.

G. Income Taxes -- The shareholders of the Company have elected to be
taxed as an S Corporation, as defined in the Internal Revenue Code. Such status
was also elected for state tax purposes. Under this status, taxable income is
passed through and taxed at the shareholder level, rather than at the corporate
level.

H. Fair Value of Financial Instruments -- The respective carrying value of
certain on-balance-sheet financial instruments approximated their fair values.
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management. These financial instruments
include cash and cash equivalents, accounts receivables, accounts payable and
accrued expenses. Fair values were assumed to approximate carrying values for
these financial instruments since they are short term in nature and their
carrying amounts approximate fair values or they are receivable or payable on
demand. The fair value of the Company's long-term debt, which approximates its
carrying value, is estimated based upon the quoted market prices for the same
or similar debt instruments or on the current rates offered to the Company for
debt of the same remaining maturities.

I. Concentration of Risk -- The recreational boat industry is highly
competitive. The Company competes for boat sales with single location boat
dealers and national or regional chains. With respect to sales of marine parts,
accessories and equipment, the Company competes with national specialty marine
stores, catalog retailers, sporting goods stores and mass merchants. Many of
the Company's larger competitors are well-capitalized companies which seek to
increase market share through price reductions. The recreational boat industry
is dependent upon discretionary consumer spending. Increasing interest rates
and periods of economic downturn have historically reduced consumer spending on
non-essential goods. The risk to the Company of increased competition or a
reduction in consumer spending on non-essential goods may ultimately lead to
reduced profits and affect the ability of the Company to expand operations.
The recreational boating industry is highly seasonal and the Company has
significantly lower sales in the fourth quarter of the calendar year, resulting
in operating losses during this period. Weather patterns or prolonged winter
conditions and unseasonably cool weather may lead to a shorter selling season
in affected locations. The Company's results of operations may fluctuate as a
result of these or other conditions.
The Company deals with each of its manufacturers pursuant to annually
renewable, non-exclusive, dealer agreements.
The Company faces the uncertainty of the continued availability of
increases in its borrowing capacity. Adequate working capital is essential to a
boat retailer due to the significant cash investment required for the purchase
of new and used boat inventory. The Company believes that it has an excellent
relationship with its floorplan lenders and that it will be able to obtain
sufficient working capital to finance it requirements.

3. INVENTORIES

At, December 31, 1998, inventories are comprised of the following:

New boats, motors and trailers ......... $ 6,375,599
Used boats ............................. 537,103
Parts and accessories .................. 313,784
-----------
$ 7,226,486
===========
F-26

TREASURE COAST BOATING CENTER, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1998 and 1997 -- (Continued)

4. PROPERTY AND EQUIPMENT

At, December 31, 1998, property and equipment is comprised of the
following:

Airplane ............................... $ 167,324
Equipment .............................. 95,904
Vehicles ............................... 41,855
Leasehold improvements ................. 49,471
Furniture and fixtures ................. 6,260
----------
360,814
Less: Accumulated depreciation ......... (115,074)
----------
$ 245,740
==========

5. SHORT-TERM BORROWINGS

Floorplan Contracts

The Company finances substantially all of its new and used boat inventory
through floorplan financing arrangements which are collateralized by the
Company's boat inventory, accounts receivable, equipment and a personal
guaranty from the shareholder. The floorplan contracts are due upon the sale of
the related boat. The interest rates during the periods on floorplan debt
ranged from prime + .50% to prime plus 2.50%.

The Company has arranged for a free floorplan period whereby the floorplan
interest is paid by boat manufacturers for a period lasting from the date the
boat is received and continues for a predetermined period of time.

The maximum borrowings allowable under the floorplan contracts was
$7,000,000, as of December 31, 1998, of which $6,371,979 was outstanding at
year end.

6. OPERATING LEASES

The Company leases property, vehicles and office equipment under
noncancelable operating leases expiring in various years through 2003. The
leases require the Company to pay maintenance, taxes and insurance. The Company
leases its primary operating facility from a corporation which is owned by its
shareholder. The lease extends through April 2003. Lease payments to the
corporation approximated $90,000 and $75,000 in 1997 and 1998 respectively.
During the years ended December 31, 1997 and 1998, rent expense were $345,778
and $535,303 respectively.

Future minimum rental commitments under long-term noncancelable operating
leases are as follows:

Year ending December 31,
- --------------------------
1999 ................... $ 345,437
2000 ................... 123,062
2001 ................... 70,604
2002 ................... 70,604
2003 ................... 17,651
---------
$ 627,358
=========

F-27

TREASURE COAST BOATING CENTER, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1998 and 1997 -- (Continued)

7. NOTES PAYABLE

Notes payable are summarized as follows:

Demand loan payable with interest at 10.25%, collateralized by
the company's airplane ...................................... $125,000
Demand loan payable with interest at 10% ..................... 18,900
--------
$143,900
========

8. LONG-TERM DEBT

Long-term debt consists of the following:

Auto loan, payable in monthly principal payments of $694 including
interest at 8.1% with a balloon payment of $25,188 due on March
29, 2000 ........................................................ $ 32,044
--------
32,044
Less current maturities .......................................... 5,820
--------
$ 26,224
========

Maturities on long-term debt are as follows:

1999 ................. $ 5,820
2000 ................. 26,224

9. RELATED PARTY TRANSACTIONS

The Company has an unsecured, interest free receivable from its
shareholder, of $122,486 payable on demand.

The Company has a loan payable on demand with interest rate of 15% from
its shareholder's wife in 1998 of $26,325.

10. PROPOSED ACQUISITION

On January 22, 1999, American Marine Recreation, Inc. and American Marine
of South Florida (collectively, the "Purchaser"), unaffiliated third parties,
entered into an agreement with the Company to acquire substantially all of the
assets of the Company together with related real property owned by an affiliate
of the Company on which a retail boat dealership is located. The purchase price
will be equal to $2,911,000 plus the cost of the Company's inventory on such
date.

F-28

================================================================================

No dealer, sales representative or other person has been authorized to
give any information or to make any representations in connection with this
Offering other than those contained in this Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or by any Underwriter. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any
securities other than the securities offered by this Prospectus, or an offer to
sell, or a solicitation of an offer to buy, any securities by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information contained herein is
correct as of any time subsequent to the date hereof.

------------------
TABLE OF CONTENTS

Page
---------
Prospectus Summary ....................... 3
Risk Factors ............................. 13
Use of Proceeds .......................... 21
Dilution ................................. 22
Dividend Policy .......................... 23
Capitalization ........................... 24
Pro Forma Financial Data ................. 25
Selected Financial Data .................. 29
Management's Discussion and Analysis
of Financial Condition and Results of
Operations ............................ 31
Business ................................. 38
Management ............................... 46
Principal Stockholders ................... 50
Certain Transactions ..................... 52
Description of Securities ................ 54
Shares Eligible for Future Sale .......... 55
Underwriting ............................. 57
Legal Matters ............................ 59
Experts .................................. 59
Additional Information ................... 59
Index to Financial Statements ............ F-1

----------------
Until , 1999 (25 days after the date of this Prospectus), all dealers
effecting transactions in the Common Stock, whether or not participating in
this distribution, may be required to deliver a Prospectus. This is in addition
to the obligation of dealers to deliver a Prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

================================================================================

2,150,000 Shares

American Marine
Recreation, Inc.

Common Stock

--------------------
PROSPECTUS
--------------------
BlueStone Capital Partners, L.P.

Auerbach, Pollak & Richardson, Inc.

, 1999

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses (other than
underwriting commissions and discounts payable to the Underwriters) payable by
the Company in connection with the issuance and distribution of the securities
being registered hereby. With the exception of the registration fee, the NASD
filing fee and the NASDAQ listing fees, all amounts shown are estimates.

Registration fee ................................................ 7,389
NASDAQ listing fees ............................................. 48,750
NASD filing fee ................................................. 3,005
Printing and engraving expenses ................................. *
Legal fees and expenses (other than Blue Sky) ................... *
Accounting fees and expenses .................................... *
Blue Sky fees and expenses (including legal and filing) ......... *
Transfer agent fees and expenses ................................ *
Underwriters' expenses .......................................... *
Miscellaneous expenses .......................................... *
---------
Total ........................................................... 1,664,625
=========

* To be provided by amendment.

Item 14. Indemnification of Officers and Directors.

Section 145 of the Delaware General Corporation Law ("DGCL") permits, in
general, a Delaware corporation to indemnify any person made, or threatened to
be made, a party to an action or proceeding by reason of the fact that he or
she was a director or officer of the corporation, or served another entity in
any capacity at the request of the corporation, against any judgment, fines,
amounts paid in settlement and expenses, including attorney's fees actually and
reasonably incurred as a result of such action or proceeding, or any appeal
therein, if such person acted in good faith, for a purpose he or she reasonably
believed to be in, or, in the case of service for another entity, not opposed
to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 145(e) of the DGCL permits the corporation to pay
in advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 145(f) of the DGCL provides that the
indemnification and advancement of expense provisions contained in the DGCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled.

The Company's Certificate of Incorporation provides, in general, that the
Company shall indemnify, to the fullest extent permitted by Section 145 of the
DGCL, any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in, or covered by, said section. The Certificate of
Incorporation also provides that the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to actions taken in his or her official
capacity and as to acts in another capacity while holding such office.

In accordance with that provision of the Certificate of Incorporation, the
Company shall indemnify any officer or director (including officers and
directors serving another corporation, partnership, joint venture, trust, or
other enterprise in any capacity at the Company's request) made, or threatened
to be made, a party to an action or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he or she was
serving in any of those capacities against judgments, fines, amounts paid in
settlement and reasonable expenses

II-1

(including attorney's fees) incurred as a result of such action or proceeding.
Indemnification would not be available if a judgment or other final
adjudication adverse to such director or officer establishes that (i) his or
her acts were committed in bad faith or were the result of active and
deliberate dishonesty or (ii) he or she personally gained in fact a financial
profit or other advantage to which he or she was not legally entitled.

The Form of Underwriting Agreement filed as Exhibit 1.1 hereto also
contains, among other things, provisions whereby the Underwriters agree to
indemnify the Company, each officer and director of the Company who has signed
the Registration Statement, and each person who controls the Company within the
meaning of Section 15 of the Securities Act, against any losses, liabilities,
claims or damages arising out of alleged untrue statements or alleged omissions
of material facts with respect to information furnished to the Company by the
Underwriters for use in the Registration Statement or Prospectus.

Item 15. Recent Sales of Unregistered Securities.

In the past three years, the Company has not made any sales of
unregistered securities.

Item 16. Exhibits and Financial Statement Schedules.

The following documents (unless indicated) are filed herewith and made a
part of this Registration Statement.

(a) Exhibits

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

II-2

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

10.8 -- Lease dated December 10, 1997 for property located in Clay County, Florida between Boat
Tree, Inc. as Lessee and Doctors Lake Marina, Inc. as Lessor.
10.9 -- Lease dated January 30, 1998 for property Located in Gaston County, North Carolina between
Lakewood Marine International, Ltd. as Landlord and Marine America, Inc. as Tenant.
10.10 -- Master Note for Business and Commercial Loans dated September 24, 1997 for $500,000
between Boat Tree, Inc. as Borrower and AmSouth Bank of Florida as Holder.
10.11 -- Inventory Security Agreement dated July 2, 1992 between Boat Tree, Inc. and TransAmerica
Commercial Finance Corporation, as amended.
10.12 -- Agreement for Wholesale Financing (Security Agreement - Arbitration) dated August 1, 1993
between ITT Commercial Finance Corp. and Boat Tree, Inc., as amended.
10.13 -- Lease dated June 16, 1998 by and between Marina Opportunity I (Tierra Verde) L.P., as land-
lord and Boat Tree, Inc., as tenant.
10.14 -- Employment Agreement by and between Joseph G. Pozo, Jr. and the Company.
10.15 -- Employment Agreement by and between Melven R. Nehleber and the Company.
10.16 -- Agreement dated September 1, 1998 among Regal Marine Industries, Inc., the Company and
Joseph G. Pozo, Jr.
10.17 -- Contract of Sale between JCJ Family Partnership L.P., Ltd. and the Company.
10.18 -- Expanded Schedule Rider to the Inventory and Security Agreement dated July 1, 1992 between
Boat Tree, Inc. and TransAmerica Commercial Finance Corporation.
10.19 -- Financial Consulting Agreement between the Company and the Underwriter.
10.20 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Industries
Incorporated, doing business as Regal Boats, and American Marine Recreation, Inc. doing
business as Boattree for Volusia and Flagler Counties.
10.21 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Industries
Incorporated, doing business as Regal Boats, and American Marine Recreation, Inc., doing
business as Boattree for Brevard County.
10.22 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Industries
Incorporated, doing business as Regal Boats, and American Marine Recreation, Inc., doing
business as Boattree for Orange, Seminole, Osceola and Lake Counties.
10.23 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Industries
Incorporated, doing business as Regal Boats, and American Marine Recreation, Inc., doing
business as Boattree for Hillsborough and Pinellas Counties.
10.24 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Industries
Incorporated, doing business as Regal Boats, and American Marine Recreation, Inc., doing
business as Boattree for St. Johns, Duval, Nassau, Clay and Putnam Counties.
10.25 -- Lease and Right of First Refusal Agreement dated December 1, 1998 for property located in
Pompano Beach, Florida between Ronald L. Fedor as Lessor and Treasure Coast Boating Cen-
ter, Inc. as Lessee.
10.26 -- Lease dated December 1, 1998 for property located in Pinellas Park, Florida between James E.
McFrederick and Patsy McFrederick as Landlord and Boat Tree, Inc. as Tenant.
10.27 -- Guarantee dated July 1, 1992 by Joseph G. Pozo, Jr. as Guarantor and Transamerica Commer-
cial Finance Corporation to any loan or other financial accommodation made by Transamerica
Finance Corporation to Boat Tree, Inc.
10.28 -- Guaranty (Arbitration) dated October 7, 1992 by Joseph G. Pozo, Jr. as Guarantor and ITT
Commercial Finance Corp. to any financing provided or to be provided to Boat Tree, Inc.
10.29 -- Lease dated December 22, 1998 for property located in Tequesta, Florida by and between
Seagate Land Trust as Landlord and Treasure Coast Boating Center, Inc. as Tenant.
10.30 -- Promissory Note between Boat Tree, Inc. as Maker and JCJ Family Partnership as Payee.
10.31 -- Agreements between Gary E. Stein and Joseph G. Pozo, Jr.*
10.32 -- Construction Loan Agreement dated November 28, 1995 by and between Boat Tree, Inc. and
AmSouth Bank of Florida*
10.33 -- Form of Employment Agreement dated as of _______, 1999 among American Marine of South
Florida, Inc., the Company and D. Thomas Grane.*

II-3

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

10.34 -- Agreement between the Company and Gary E. Stein*
21.1 -- List of Subsidiaries.*
23.1 -- Consent of BDO Seidman, LLP*
23.2 -- Consent of Feldman Sherb Ehrlich & Co., P.C.*
23.3 -- Consent of McLaughlin & Stern, LLP (contained in Exhibit 5.1)*
24.1 -- Power of Attorney (included on the signature page of this Registration Statement).
27.1 -- Financial Data Schedule*
99.1 -- Consent to Identification as Director Nominee Brady Churches
99.2 -- Consent to Identification as Director Nominee J. Gregory Humphries
99.3 -- Consent to Identification as Director Nominee of Jeffrey Schotteinstein
99.4 -- Consent to Identification as Director Nominee James W. Trawek
99.5 -- Consent to Identification as Director Nominee of Sir Brian Wolfson.
99.6 -- Financial Schedules - Schedule II Valuation and Qualifying Accounts

- ------------
* Filed herewith.

Item 17. Undertakings.

1. The Company hereby undertakes:

(a) To file, during any period in which the Company offers or sales are
being made, a post-effective amendment(s) to this Registration Statement:

(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(2) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or together,
represent a fundamental change in the information in the Registration
Statement; and

(3) To include any additional or changed material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement;

(b) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and

(c) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to
each purchaser.

(d) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

2. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

3. If the Company relies on Rule 430A under the Securities Act, the
Company will:

(a) For determining any liability under the Securities Act, treat the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Company under Rule 424(b)(1), or (4), or 497(h)
under the Securities Act as part of this Registration Statement as of the
time the Commission declared it effective; and

II-4

(b) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the Registration
Statement and treat the offering of such securities at that time as the
initial bona fide offering of those securities.

II-5

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Amendment No. 2 to Form SB-2 on Form
S-1 and has authorized this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Orlando, Florida,
on February 25, 1999.

AMERICAN MARINE RECREATION, INC.

By: /s/ Joseph G. Pozo, Jr.
------------------------------------

Joseph G. Pozo, Jr., Chairman of the
Board,
President and Chief Executive
Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints JOSEPH G. POZO, JR. his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- ---------------------------- ---------------------------------------- ------------------

/s/ Joseph G. Pozo, Jr. Chairman of the Board, President, Chief February 25, 1999
- ------------------------- Executive Officer and Director
Joseph G. Pozo, Jr.

/s/ Gary E. Stein Executive Vice President, Secretary and February 25, 1999
------------------------- Director
Gary E. Stein

/s/ Melven R. Nehleber Chief Financial Officer and Treasurer February 25, 1999
------------------------- (principal accounting officer)
Melven R. Nehleber

II-6

EXHIBIT INDEX

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

1.1 -- Form of Underwriting Agreement between the Company and the Underwriters.
2.1 -- Exchange Agreement dated as of September 1, 1998 by and among Joseph G. Pozo,
Jr. and Joseph John Pozo and American Marine Recreation, Inc.
2.2 -- Exchange Agreement dated as of September 1, 1998 by and among Joseph G. Pozo,
Jr., Joseph John Pozo, Christine Pozo, Jennifer Jo Pozo and Marcelo A. Pozo and
American Marine Recreation, Inc.
2.3 -- Asset Purchase Agreement dated January 22, 1999 by and among Treasure Coast
Boating Center, Inc., Treasure Coast Boating Services, Inc., & Thomas D. Grane and
American Marine of South Florida, Inc. & American Marine Recreation, Inc.
2.4 -- Amendment No. 1 to Exchange Agreement among Joseph G. Pozo, Jr., Joseph John
Pozo and American Marine Recreation, Inc.
2.5 -- Amendment No. 1 to Exchange Agreement by and among Joseph G. Pozo, Jr., Joseph
John Pozo, Christine Pozo, Jennifer Jo Pozo and Marcelo A. Pozo and American
Marine Recreation, Inc.
3.1 -- Certificate of Incorporation of the Company.
3.2 -- By-Laws of the Company.
4.1 -- Specimen Certificate of the Company's Common Stock.*
4.2 -- Form of Representatives' Warrant Agreement, including Form of Representatives War-
rant.
5.1 -- Opinion of McLaughlin & Stern, LLP counsel to the Company.*
10.1 -- 1998 Stock Option Plan.
10.2 -- Second Mortgage and Security Agreement dated November 28, 1998 between Boat
Tree, Inc. as Mortgagor and Danis Properties Limited Partnership as Mortgagee.
10.3 -- Promissory Note dated November 28, 1995 for $250,000 between Boat Tree, Inc. as
Maker and Danis Properties Limited Partnership as Holder.
10.4 -- Promissory Note dated November 28, 1995 for $1,150,000 between Boat Tree, Inc. as
Maker and AmSouth Bank of Florida as Payee.
10.5 -- Mortgage and Security Agreement dated November 28, 1995 between Boat Tree, Inc.
as Borrower and AmSouth Bank of Florida as Lender.
10.6 -- Commercial Lease dated November __, 1996 for property located in Melbourne,
Florida between Boat Tree, Inc. as Tenant and 340 North, Inc. as Landlord.
10.7 -- Lease dated December 16, 1996 for property located in Jacksonville, Florida between
Boat Tree, Inc. as Lessee and Rose & Ken, Inc. as lessor, as amended.
10.8 -- Lease dated December 10, 1997 for property located in Clay County, Florida between
Boat Tree, Inc. as Lessee and Doctors Lake Marina, Inc. as Lessor.
10.9 -- Lease dated January 30, 1998 for property Located in Gaston County, North Carolina
between Lakewood Marine International, Ltd. as Landlord and Marine America, Inc.
as Tenant.
10.10 -- Master Note for Business and Commercial Loans dated September 24, 1997 for
$500,000 between Boat Tree, Inc. as Borrower and AmSouth Bank of Florida as
Holder.
10.11 -- Inventory Security Agreement dated July 2, 1992 between Boat Tree, Inc. and Tran-
sAmerica Commercial Finance Corporation, as amended.
10.12 -- Agreement for Wholesale Financing (Security Agreement - Arbitration) dated August
1, 1993 between ITT Commercial Finance Corp. and Boat Tree, Inc., as amended.
10.13 -- Lease dated June 16, 1998 by and between Marina Opportunity I (Tierra Verde) L.P.,
as landlord and Boat Tree, Inc., as tenant.
10.14 -- Employment Agreement by and between Joseph G. Pozo, Jr. and the Company.
10.15 -- Employment Agreement by and between Melven R. Nehleber and the Company.
10.16 -- Agreement dated September 1, 1998 among Regal Marine Industries, Inc., the Com-
pany and Joseph G. Pozo, Jr.

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

10.17 -- Contract of Sale between JCJ Family Partnership L.P., Ltd. and the Company.
10.18 -- Expanded Schedule Rider to the Inventory and Security Agreement dated July 1, 1992
between Boat Tree, Inc. and TransAmerica Commercial Finance Corporation.
10.19 -- Financial Consulting Agreement between the Company and the Underwriter.
10.20 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Indus-
tries Incorporated, doing business as Regal Boats, and American Marine Recreation,
Inc. doing business as Boattree for Volusia and Flagler Counties.
10.21 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Indus-
tries Incorporated, doing business as Regal Boats, and American Marine Recreation,
Inc., doing business as Boattree for Brevard County.
10.22 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Indus-
tries Incorporated, doing business as Regal Boats, and American Marine Recreation,
Inc., doing business as Boattree for Orange, Seminole, Osceola and Lake Counties.
10.23 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Indus-
tries Incorporated, doing business as Regal Boats, and American Marine Recreation,
Inc., doing business as Boattree for Hillsborough and Pinellas Counties.
10.24 -- Sales and Service Agreements dated September 1, 1998 between Regal Marine Indus-
tries Incorporated, doing business as Regal Boats, and American Marine Recreation,
Inc., doing business as Boattree for St. Johns, Duval, Nassau, Clay and Putnam Coun-
ties.
10.25 -- Lease and Right of First Refusal Agreement dated December 1, 1998 for property
located in Pompano Beach, Florida between Ronald L. Fedor as Lessor and Treasure
Coast Boating Center, Inc. as Lessee.
10.26 -- Lease dated December 1, 1998 for property located in Pinellas Park, Florida between
James E. McFrederick and Patsy McFrederick as Landlord and Boat Tree, Inc. as Ten-
ant.
10.27 -- Guarantee dated July 1, 1992 by Joseph G. Pozo, Jr. as Guarantor and Transamerica
Commercial Finance Corporation to any loan or other financial accommodation made
by Transamerica Finance Corporation to Boat Tree, Inc.
10.28 -- Guaranty (Arbitration) dated October 7, 1992 by Joseph G. Pozo, Jr. as Guarantor and
ITT Commercial Finance Corp. to any financing provided or to be provided to Boat
Tree, Inc.
10.29 -- Lease dated December 22, 1998 for property located in Tequesta, Florida by and
between Seagate Land Trust as Landlord and Treasure Coast Boating Center, Inc. as
Tenant.
10.30 -- Promissory Note between Boat Tree, Inc. as Maker and JCJ Family Partnership as
Payee.
10.31 -- Agreements between Gary E. Stein and Joseph G. Pozo, Jr.*
10.32 -- Construction Loan Agreement dated November 28, 1995 by and between Boat Tree,
Inc. and AmSouth Bank of Florida*
10.33 -- Form of Employment Agreement dated as of ________, 1999 among American
Marine of South Florida, Inc., the Company and D. Thomas Grane.*
10.34 -- Agreement between the Company and Gary E. Stein*
21.1 -- List of Subsidiaries*
23.1 -- Consent of BDO Seidman, LLP*
23.2 -- Consent of Feldman Sherb Ehrlich & Co., P.C.*
23.3 -- Consent of McLaughlin & Stern, LLP (contained in Exhibit 5.1)*
24.1 -- Power of Attorney (included on the signature page of this Registration Statement).
27.1 -- Financial Data Schedule*
99.1 -- Consent to Identification as Director Nominee Brady Churches
99.2 -- Consent to Identification as Director Nominee J. Gregory Humphries
99.3 -- Consent to Identification as Director Nominee of Jeffrey Schotteinstein
99.4 -- Consent to Identification as Director Nominee James W. Trawek
99.5 -- Consent to Identification as Director Nominee of Sir Brian Wolfson.
99.6 -- Financial Schedules - Schedule II Valuation and Qualifying Accounts

- ------------
* Filed herewith.