**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**FORM
      10-K**




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




**for
      the fiscal year ended December 31, 2005**




**OR**




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




**for
      the transition period from
             to
            .**




**COMMISSION
      FILE NUMBER: 333-118185**









**LAZY
      DAYS’ R.V. CENTER, INC.**


**(Exact
      name of registrant as specified in its charter)**


**Florida**
            **59-1764794****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            **(I.R.S. Employer**
              **Identification No.)****6130
                Lazy Days Boulevard****Seffner,
                Florida**
            **33584-2968****(Address
                of principal executive offices)**
            **(Zip
                Code)**




**(800)
      626-7800**


**(Registrant’s
      telephone number, including area code)**




**Securities
          Registered Pursuant to Section 12(b) of the Act:** **None.**


**Securities
      Registered Pursuant to Section 12(g) of the Act:** **None.**









Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.


Yes  ̈ No x


Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.


Yes      No x





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




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




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated
      filer  ̈     Accelerated
      filer  ̈    Non-accelerated
      filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.):              Yes  ̈ No x




As
      of
      March 31, 2006, the registrant had 100 shares of common stock outstanding.







**TABLE
      OF CONTENTS**




**PART I**Item 1.
            Business
            1Item
                1A.
            Risk
                Factors
            14Item
                1B.
            Unresolved
                Staff
                Comments
            20Item
                2.
            Properties
            20Item
                3.
            Legal
                Proceedings
            20Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            20**PART II**Item
                5.
            Market
                for Registrant’s Common Equity, Related Stockholder
                Matters and Issuer Purchases of Equity Securities
            21Item
                6.
            Selected
                Financial Data
            21Item
                7.
            Management’s
                Discussion and Analysis of
                Financial Condition and Results of Operations
            22Item
                7A.
            Quantitative
                and Qualitative Disclosure
                About Market Risk
            33Item
                8.
            Financial
                Statements and Supplementary
                Data
            35Item
                9.
            Changes
                in and Disagreements with
                Accountants on Accounting and Financial Disclosure
            61Item 9A.
            Controls
                and Procedures
            61Item
                9B.
            Other
                Information
            61**PART III**Item
                10.
            Directors
                and Executive Officers of the
                Registrant
            62Item
                11.
            Executive
                Compensation
            65Item
                12.
            Security
                Ownership of Certain Beneficial Owners
                and Management and Related Stockholder Matters
            69Item
                13.
            Certain
                Relationships and Related
                Transactions
            71Item
                14.
            Principal
                Accountant Fees and
                Services
            76**PART IV**Item
                15.
            Exhibits,
                Financial Statement Schedules
            77








Unless
      the context requires otherwise, references to the “Company,” “we,” “us,” “our”
and “Lazydays” refer specifically to Lazy Days’ R.V. Center, Inc. and references
      to “Holdings” refer to LD Holdings, Inc., our parent.




**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




Certain
      information set forth in this report contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995.
      These statements relate to analyses and other information that are based on
      forecasts of future results and estimates of amounts not yet determinable.
      These
      statements also relate to our future prospects, developments and business
      strategies. The statements contained in this report that are not statements
      of
      historical fact may include forward-looking statements that involve a number
      of
      risks and uncertainties.




We
      have
      used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “predict,” “project,” “will” and similar terms and phrases,
      including references to assumptions, in this report to identify forward-looking
      statements. These forward-looking statements are made based on our management’s
      expectations and beliefs concerning future events affecting us and are subject
      to uncertainties and factors relating to our operations and business
      environment, all of which are difficult to predict and many of which are beyond
      our control, that could cause our actual results to differ materially from
      those
      matters expressed in or implied by these forward-looking statements. Our actual
      results could differ materially from those anticipated by such forward-looking
      statements.





All
      forward-looking statements, including without limitation, management’s
      examination of historical operating trends, are based upon our current
      expectations and various assumptions. Our expectations, beliefs and projections
      are expressed in good faith and we believe there is a reasonable basis for
      them,
      but there can be no assurance that management’s expectations, beliefs and
      projections will result or be achieved. All forward-looking statements apply
      only as of the date made. Unless required by law, we undertake no obligation
      to
      update or revise forward-looking statements to reflect events or circumstances
      after the date made or to reflect the occurrence of unanticipated events.







**PART
      I**




**ITEM 1.
      BUSINESS**




**Our
      Company**




We
      are
      the largest single site recreational vehicle (“RV”) retailer in the world. In
      2005, we sold 8,550 new and pre-owned RVs in the retail market, including
      Class A motorhomes, Class C motorhomes, conventional trailers and
      fifth-wheel trailers. Class A motorhomes are the highest priced class of
      vehicles in the RV industry and represented 82% of our 2005 new RV revenues.
      We
      also generate revenue from commissions earned on vehicle financing and insurance
      products we sell on behalf of third-party providers, from the service,
      maintenance and repair of RVs, from daily fees paid by customers who utilize
      our
      RallyPark campground facilities and rental revenue from our 2004 rental program.
      We operate on a 126-acre site near Tampa, Florida that attracts more than
      250,000 visitors annually. We generated 2005 revenues of $804.2 million.




One
      of
      our primary strategies is to create “Customers for Life” by offering a unique
      purchasing experience that combines the largest single site RV inventory in
      the
      world, our one of a kind scenic facility with multiple amenities and our
      focused, process oriented approach to servicing the customer. Building a
      welcoming atmosphere that caters to the RV enthusiast community is an intangible
      element critical to our success, and our philosophy is thoroughly ingrained
      in
      and continually reinforced throughout our corporate culture at every level.
      Our
      unique customer focused business model has resulted in a loyal, stable and
      growing customer base and an unrivaled reputation within the RV community.
      Our
      ability to generate a majority of our annual unit sales from repeat business
      and
      word-of-mouth referrals is testimony to the success of this approach. We
      generated 22% and 27% of our 2005 unit sales from repeat and referral customers,
      respectively.




To
      enhance our customers’ RV experience, we have developed our facilities with
      their needs in mind and as a result our site has become a destination location
      for RV owners throughout the United States, Mexico and Canada. Our facilities
      feature a number of unique attractions including a 1,200-site outdoor showspace
      of new and pre-owned RVs, a 230-bay RV servicing facility with a 6,600 sq.
      ft.
      Customer Service Pavilion that includes a professional full-time concierge
      station, complimentary Starbucks coffee concession, luxurious seating areas,
      flat screen televisions and wireless internet connections. At our 299-site
      RallyPark, we hold over 100 rallies each year and provide our visitors the
      opportunity to meet and spend time with other RV enthusiasts. In addition,
      visitors to our site can enjoy complimentary meals at our new Italian style
      Café
or visit our Learning Center for complimentary seminars. Customers who have
      purchased a high-end Class A motorhome enjoy the exclusive services and
      amenities of our CrownClub facility. Finally, there are additional attractions
      located adjacent to our facilities that appeal to RV owners including a Camping
      World retailer, a Flying J Travel Plaza and a Cracker Barrel restaurant.
      These features and our customer focused philosophy cater to the RV enthusiast
      community and have allowed us to attract potential RV purchasers from across
      the
      United States. In 2005, 40% of our unit sales were to customers that reside
      outside the state of Florida.




-1-


**Competitive
      Strengths**




•  *Unique
      Business Model and Customer Focus.* Our
      business model was developed to serve our customers and create “Customers for
      Life.” An RV purchase is often one of our customers’ most significant purchase
      decisions and one that we strive to make enjoyable. Our philosophy provides
      for
      a unique customer experience to ensure satisfaction and generate loyalty.
      Additionally, we offer numerous amenities to visitors and customers at our
      site
      whether or not they are actively seeking an RV purchase. We believe our unique
      business model has allowed Lazydays to become a destination site for RV
      enthusiasts and RV purchasers.




•  *Process
      Driven Sales Organization.* We have
      a talented and experienced sales organization with approximately 160 sales
      professionals. Our sales professionals benefit from at least one hour of
      training each business day on specific product features and selling techniques.
      Our sales professionals’ compensation structure is 100% commission based and is
      driven by profit achievement and customer satisfaction ratings. Each salesperson
      follows a carefully scripted process which we have developed over time. Our
      sales process begins with a customer interview to determine which products
      will
      appeal to the customer. The salesperson then escorts the customer through the
      product selection process by touring our facilities and focusing the customer
      on
      three to five specific models the sales person determined best meets the
      customer’s needs. Once a selection is made, the salesperson coordinates with the
      desk manager to value the customer’s trade-in, if applicable, and determine the
      sales price. We contact each customer, on average, eight times within the first
      twelve months following their purchase to ensure satisfaction and create
      customer loyalty. In 2005, $740.5 million of our revenues were generated from
      sales of new and pre-owned RVs.




•  *Finance
      and Insurance Product Sales.* Upon
      completion of the sale negotiation, the customer is escorted to a business
      manager who documents the purchase and offers third-party financing, insurance
      and warranty products. In 2005, approximately 54% of our customers obtained
      their vehicle financing through Lazydays, the interest on which is often tax
      deductible as a person’s primary or secondary residence. We arrange financing
      from eleven lending institutions and offer insurance products from seven
      insurance underwriters. In 2005, $21.4 million of our revenues were generated
      from commissions on third-party finance and insurance products.




•  *Value-Added
      Customer Benefits and Customer Dedication.* We
      provide each of our customers complimentary benefits with an RV purchase that
      we
      estimate have an aggregate value of over $8,000. Our delivery team performs
      a
      130-point inspection of every motorhome and a 100-point inspection for every
      towable vehicle. We also provide our customers with an optional driver
      confidence course, assistance in registering and obtaining title for their
      RV, a
      complimentary one year membership in various RV clubs and campgrounds and
      discounts at retailers frequented by RV enthusiasts.




•  *Marketing.* The most
      important component of our marketing effort is word-of-mouth marketing among
      our
      customers and other RV enthusiasts. We actively foster referrals among our
      customers and acknowledge their efforts on our “Wall of Honor,” which
      prominently displays the names of our customers who generate four or more
      referral deliveries. We target multiple direct marketing efforts at prospective
      buyers utilizing our proprietary database of 450,000 current and potential
      RVers
      in order to drive in-person visits and telephone contacts. We have a print
      advertising campaign in camping and RV magazines. In 2005, we launched Lazydays *RVLiving* magazine. The magazine is published every two months and targets the fastest
      growing segment of RV owners and aspirants - the baby boomer generation. Our
      largest source of customer traffic is our website, www.lazydays.com, which
      features real-time displays of our inventory updated automatically every 10
      minutes and offers customers an opportunity to browse our current product
      selection. These multi-faceted marketing initiatives generate significant
      customer traffic.


-2-


•  *The
      Café.* The
      Italian style Café is located in our main dealership building and serves over
      300,000 complimentary meals to customers and visitors each year, including
      customers visiting our facilities for service and repair, sales prospects and
      RallyPark guests. Importantly, the layout of our site requires our RallyPark
      guests to traverse our product selection in order to reach the Café. As a
      result, potential customers often approach sales representatives before or
      after
      the meal service to inquire about our products.




•  *CrownClub.* Our
      CrownClub facility opened in December 2003 as an additional exclusive
      benefit to our customers who purchase a high-end (approximately $250,000 and
      above) Class A motorhome. CrownClub qualifying new and pre-owned unit
      purchasers receive membership privileges which we believe help motivate our
      customers to trade-in on a more frequent basis. CrownClub membership offers
      access to 40 premier service bays and a 17,000 square foot clubhouse, including
      a lounge, grill room, library, business center and swimming pool. CrownClub
      members enjoy complimentary upscale meals and our full service bar. Members
      also
      receive other amenities such as an exterior wash upon service completion,
      invitations to CrownClub rallies held at exclusive RV resorts throughout the
      U.S., RallyPark certificates and free nights at selected premium Outdoor Resorts
      campgrounds. As of December 31, 2005, we had more than 3,140 CrownClub
      members, including customers who purchased qualifying RVs in the three years
      preceding the opening of the CrownClub facility.




•  *RallyPark.* RallyPark is a 299-site RV campground located at the Lazydays facility. Each
      site offers wireless internet access, utilities, cable TV and a morning
      newspaper. More than 100 rallies are held at RallyPark each year and we believe
      RallyPark is the preferred rally site for many national, regional and state
      RV
      clubs. Our 12,000 square foot climate-controlled RallyCenter can accommodate
      up
      to 600 people and is utilized for dinners, meetings, award ceremonies and live
      entertainment. We also offer a screened and heated swimming pool and jacuzzi,
      tennis courts, horseshoe pits and shuffleboard lanes for our guests. In 2005,
      $1.4 million of our revenues were generated from fees charged to RallyPark
      guests.




•  *Quality
      Service and Repair Programs.* We have
      a 230-bay servicing area including 40 premier CrownClub bays and what we believe
      is the largest RV collision repair center in the U.S. We also offer other
      special services that are performed in our cabinet shop, chassis shop,
      windshield repair shop and upholstery shop. Our staff is highly qualified and
      has over 90 of an estimated 400 RVIA/RVDA Certified and Master Certified
      technicians in the state of Florida. We have an extensive parts inventory which,
      as of December 31, 2005, was approximately $1.5 million and we have
      access to many hard-to-find parts. In 2005, $41.0 million of our revenues
      were generated from service and repair.




•  *Premier
      Customer Profile.* Our
      business model allows us to seek and maintain “Customers for Life.” Our target
      customers are RV enthusiasts who we believe represent the substantial majority
      of our customer base and differ from recreational RV consumers in that they
      are
      seeking a lifestyle centered around the RV. RV enthusiasts are typically
      financially secure couples in the 55-74 year-old age group who are seeking
      an RV lifestyle that involves frequent travel, substantial time living in their
      RV and the opportunity for interaction with other RV enthusiasts. Approximately
      70% of our customers seek to trade-in an RV, and many of our RV enthusiast
      customers are purchasing their third or fourth RV and may use their RV as their
      primary residence. We are intently focused on improving the likelihood that
      when
      an RV enthusiast does purchase an RV they purchase it from Lazydays. Our
      continuing success in this endeavor was demonstrated by the 22% of our unit
      sales which were generated from repeat customers in 2005. Our customers
      generally purchase RVs at higher price points, as evidenced by our average
      purchase price for retail sales of $86,606 in 2005 compared to an industry
      average of approximately $39,841 in 2005. We also believe our name and
      reputation are being disseminated to other RV enthusiasts within this community
      and in 2005, 27% of our unit sales were to referral customers.


-3-


•  *Economies
      of Scale.* We
      believe that we generate approximately three times the revenue of the next
      largest single-site dealership. We offer over 156 distinct new RV models,
      including Class A motorhomes, Class C motorhomes, conventional
      trailers and fifth-wheel trailers, which we believe is the broadest product
      offering at any single-site retailer. Our 1,200-site outdoor showspace includes
      new products from leading manufacturers, including Monaco Coach Corporation,
      Fleetwood Enterprises, Inc., Winnebago Industries, Inc.,
      Carriage, Inc., Thor Industries, Inc., National RV
      Holdings, Inc., Glendale RV, Country Coach, Forest River RV, Inc. and
      Tiffin Motorhomes, Inc. We attract potential RV purchasers from across the
      United States, as evidenced by the 54% of our Class A unit sales in 2005
      made to customers that reside outside the state of Florida. Our scale also
      allows us to provide one-stop shopping for our customers by offering competitive
      third-party financing, insurance and warranty products. Approximately 70% of
      our
      customers seek to trade-in an RV which provides us with a consistent supply
      of
      pre-owned vehicles to offer our customers. Finally, the wholesale network of
      over 1,500 dealers that we have developed since 1994 provides us with a reliable
      system for managing our pre-owned inventory and allows us to accept and
      accurately value customer trade-ins.




•  *Favorable
      Relationships with Manufacturers.* We
      believe our supplier relationships are excellent. In 2005, we were the largest
      retailer for five of the nine manufacturers represented by our new RV product
      offering. Our product offering of Class A motorhomes represents
      manufacturers that command a 69% share of the U.S. Class A market. The
      manufacturers we represent have over 26 full-time sales and service
      representatives stationed at our site to educate our sales force, assist
      customers in their purchase decision and assist in servicing vehicles. We have
      favorable multi-year contracts which provide exclusive geographical distribution
      rights for many manufacturers’ products, ranging from the Tampa, Florida area to
      the southeastern United States. We have maintained long-term relationships
      with
      these manufacturers across various levels within each organization, ranging
      from
      frequent management contacts to manufacturer production personnel visiting
      our
      facilities to assist in delivering RVs and addressing quality issues.




•  *Experienced
      Management Team.* We are
      led by an experienced management team. Don Wallace, Chairman of the Board of
      Directors, founded Lazydays in 1976 with his father and brother.
      Mr. Wallace was recognized as the 1993 RV Industry Executive of the Year by
      RV News. John Horton, our Chief Executive Officer, joined us in 2001 after
      holding numerous managerial positions in several industries. Chuck Thibault,
      our
      Chief Financial Officer, joined our Company in 1980.




**Business
      Strategy**




Our
      principal business strategies include the following:




•  *Maintain
      High Levels of Customer Service.* Our
      business is differentiated from other retailers due to our customer focus.
      We
      believe customer satisfaction is critical to our continued growth and
      profitability. Over the past eight years, we have transformed our business
      from
      a large RV retailer into an RV enthusiast destination site through the
      development of our sales and service processes and our one of a kind facilities
      including, most recently, the addition of our Customer Service Pavilion, Café
and Learning Center and remodeling of our sales offices. We intend to continue
      to upgrade and enhance our facilities and to add additional site amenities
      to
      increase customer satisfaction. We believe that our customer-centric business
      strategy will continue to attract visitors and allow us to grow our RV
      enthusiast customer base.




•  *Favorable
      Demographics.* We
      believe the aging of the “baby boomer” generation will result in substantial
      increases in RV sales over the next 5-10 years. Overall RV ownership rates
      have historically been highest in the 55-64 year-old age group with
      penetration rates of approximately 14%. This age group is expected to grow
      45%
      from 2002 to 2010. Our management team believes our existing 126-acre site
      can
      accommodate a 45% increase in annual RV deliveries and we plan to continue
      to
      expand our product offering to include additional manufacturers’ product lines
      as dictated by customer preferences.


-4-


•  *Generate
      and Convert Sales Opportunities.* We
      continually seek to increase the number of sales prospects through creative
      marketing initiatives including effectively utilizing and enhancing our
      destination location appeal, our proprietary database and website. We employ
      systems that continually monitor and improve nearly all of our customer
      interactions and all facets of our sales processes in order to increase the
      rate
      at which we convert these sales leads into RV purchases. In 2005, approximately
      20% of the over 38,000 prospective customers who actively pursued an RV purchase
      from us actually purchased an RV. We will continue to work to improve our
      customer focused model by having daily training sessions with our sales force
      to
      improve sales techniques and product knowledge, ensuring that a consistent
      message is delivered to our customers. We will also continue to focus on
      high-margin sales opportunities, including Class A motorhome sales and
      sales of finance, insurance and warranty products.




**Products**




*Overview*




RVs
      can
      be categorized into two vehicle segments: motorhomes and towables. Motorhomes
      are self-contained and are built on a motor vehicle chassis. They are designed
      to provide a mobile living environment for recreational, travel, or camping
      use.
      Towables are also self-contained, wheeled units designed to be towed by a
      motorized vehicle and are generally less expensive and smaller than motorhomes.




*New
      Vehicles*




*Motorhomes*




*Class A.* Class A motor homes are the largest and most luxurious motorhomes. These
      motor homes are built on specially designed chassis and often are outfitted
      with
      amenities such as washers/dryers, security systems, TVs, DVD players, satellite
      dishes and hydraulic leveling systems. Newer Class A motor homes are
      generally equipped with multiple “slide-outs,” which allow the owner to extend
      the exterior walls of the RV when parked to dramatically enlarge the interior
      space. These motor homes range in length from 21 to 45 feet and sell for between
      $50,000 and over $1 million and represented 82% of our 2005 new vehicle
      revenues.




Diesel-powered
      Class A motorhomes, including high line and standard diesel-motor homes,
      are large and luxurious vehicles with a price range of $100,000 to more than
      $1 million. The diesel engines of these RVs provide numerous advantages
      over gas engines, including greater horsepower, increased fuel mileage and
      longer life. High line diesel vehicles are premium Class A motorhomes with
      diesel engines and premier living facilities and amenities. The high line
      vehicles are typically priced above $250,000. Standard diesel vehicles have
      similar engines to high line motorhomes, but generally contain fewer amenities
      and are priced at a lower point.


Gas-powered
      Class A motorhomes are considered entry-level Class A motorhomes and
      are priced from $50,000 to $110,000. Class A gas products appeal primarily
      to the part time RVer who is looking to enjoy the RV experience at an affordable
      price. Built on a less robust chassis than diesel products, gas motor homes
      tend
      to offer less carrying capacity and a slightly rougher ride than diesels.
      Interior comfort is not sacrificed, however, as Class A gas products are
      available with all the high end amenities including multiple slide-outs,
      luxurious furnishings, flat screen TVs and satellite antennas.


*Class C.* Class C motorhomes, also known as “mini-motor homes,” are constructed on an
      automotive manufactured van frame with an attached cab segment. Similar to
      Class A motor homes, these RVs, which range in length from 20 to 32 feet,
      offer full kitchen, sleeping and dining facilities and are increasingly
      featuring “slide-outs.” Class C motorhomes sell for between $40,000 and
      $125,000 and represented 4% of our 2005 new vehicle revenues.


-5-


*Towables*




*Conventional.* Conventional travel trailers range in length from 12 to 35 feet and generally
      include all of the facilities found in a motorhome. As with all towables, an
      advantage of a conventional travel trailer is that it can be detached from
      a
      car, pickup truck, or van at the destination, thus making the towing vehicle
      available for other uses. In addition, six-cylinder engine cars are now capable
      of towing the newer, lightweight travel trailer models. New travel trailers,
      most of which can sleep up to eight people, are priced between $9,000 and
      $76,000 and represented 5% of our 2005 new vehicle revenues.




*Fifth
      Wheel.* Fifth-wheel travel trailers, which range in length from 21 to 40 feet, are
      similar to conventional travel trailers in terms of size and amenities, but
      the
      two differ in their methods of attachment to the towing vehicle. While a
      conventional travel trailer is designed to be mounted on a standard car, truck,
      or van hitch, a fifth-wheel travel trailer is attached to a pickup truck by
      a
      special hitch connected to the truck bed. This design provides greater
      maneuverability and reduces the overall length of the combined vehicles.
      Fifth-wheel travel trailers sell for between $12,000 and $100,000 and
      represented 6% of our 2005 new vehicle revenues.




*Pre-Owned
      Vehicles*




Sales
      of
      pre-owned RVs contributed 33% of our revenues during 2005. With approximately
      70% of our customers providing a trade-in RV, we benefit from a steady, high
      quality flow of available pre-owned inventory. We sell our pre-owned vehicles
      to
      both retail customers and, on a wholesale basis, a network of RV and automotive
      dealers. Retail customers purchase pre-owned vehicles because they can get
      a
      high quality vehicle at a lower price. We enhance the value of pre-owned
      vehicles by fully servicing them before offering them for resale.




Our
      practice of wholesaling RVs to other dealers allows us to manage our pre-owned
      vehicle inventory optimally and limit our risk of carrying pre-owned vehicles
      for extended time periods. With access to over 1,500 dealers, we can offer
      higher values for trade-ins and mitigate our trade-in risk by selling
      slow-moving pre-owned RVs through this large dealer network.




The
      sales
      of all categories of pre-owned inventory through our wholesale network
      represented 8% of total pre-owned vehicle revenues in 2005. Of our total
      pre-owned vehicle revenues in 2005, retail sales of pre-owned Class A
      motorhomes represented approximately 76%, retail sales of Class C pre-owned
      motorhomes represented 6% and retail sales of pre-owned fifth wheel and
      conventional towables and other miscellaneous vehicles represented the remaining
      10%.




**Trailer
      Rental Program for Temporary Housing**




As
      a
      result of the active Florida hurricane season in 2004, we developed a rental
      program which targeted displaced hurricane victims in need of temporary housing.
      In 2004, 682 conventional travel trailers were rented. Rental terms ranged
      from
      three to six months with extended terms available. We continued the program
      in
      2005 and expanded rental units to include Class C motorhomes. In 2005, we rented
      an additional 156 travel trailers and 25 Class C motorhomes to the Federal
      Emergency Management Agency (FEMA). Rental revenue totaled $5.2 million in
      2005.
      At the end of 2005, we had 132 outstanding rental units. We expect this program
      to conclude in 2006.


-6-


**Service
      and Repair**




We
      operate 230 service bays, providing on site general RV maintenance and repair
      work to customers. The service and repair department is divided into two areas:
      the “make ready” process for deliveries of recently purchased new and pre-owned
      retail units and post-delivery service. We also maintain a body shop, cabinet
      shop, chassis shop and windshield repair shop with highly skilled, RVIA/
      RVDA-certified technicians and specialized equipment and facilities. In addition
      to preparing several thousand RVs for delivery to customers each year, our
      service and repair operations provide general RV maintenance and repair services
      and manufacturer paid work performed under warranty to approximately 10,000
      customers annually. Furthermore, with over $1.5 million of parts and
      accessories inventory, in addition to a fully stocked on-site Camping World
      store, Lazydays provides new and pre-owned RV buyers the option of dealer
      installed accessories, such as tow hitches, satellite dishes and specialized
      suspension systems that can be included in each buyer’s financing. Lazydays’
average service and repair customer spends approximately $1,300 per visit.




We
      frequently welcome customers who travel from across the country to have their
      vehicles serviced by our team of service and repair professionals. As a result,
      the service and repair department serves as a means of attracting potential
      customers to the Lazydays facilities and offers greater additional sales
      opportunities for us. Our service and repair department generated
      $40.9 million of revenue in 2005.




**Financing
      and Related Services**




We
      provide assistance to customers in arranging financing for their RV purchases
      through a variety of lenders. Revenues from financing, warranty and extended
      warranty products and related services have increased from $14.8 million in
      1999 to $21.4 million in 2005.




*Financing*




Lazydays
      generates commission based revenue from its financing services by placing the
      loans with one of eleven independent lending institutions. The interest on
      these
      loans is often deductible to our customers as a mortgage for tax purposes for
      a
      primary or secondary residence. During 2005, approximately 54% of our customers
      obtained their vehicle financing through Lazydays. By leveraging the volume
      of
      our financing customers, we are able to negotiate favorable rates for our
      customers with third-party lenders. Financing fee based revenues represented
      approximately 65% of 2005 financing and related services revenue.




*Insurance
      and Extended Warranties*




We
      offer
      extended warranties and various insurance products for new and pre-owned RVs.
      As
      with our financing related products, we are paid a fee for placing the warranty
      or insurance product with one of seven different insurance underwriters.
      Approximately 68% of our customers purchased extended warranties during 2005,
      and we offer other insurance products, including tire, life and physical damage
      insurance. Together, revenue from insurance and warranties represented
      approximately 35% of our 2005 financing and related services revenue.


-7-


**RallyPark
      and Related Services**




RallyPark
      is our full service RV campground that includes a 12,000 sq. ft. recreation
      hall, screened-in heated pool and Jacuzzi, computer room and commercial kitchen
      facilities and exists primarily to attract visitors to Lazydays and enhance
      their overall experience. Our RallyPark attracts over 48,000 visitors each
      year
      and has 299 full hook-up sites which provide utilities, wireless internet
      access, cable TV and a morning newspaper.




More
      than
      100 rallies were held at RallyPark in 2005, with many sponsored by us as a
      marketing promotion tool to create additional customer traffic. We also
      prominently display marketing and promotional materials throughout the park.
      All
      park guests are invited to the Café in the main building for complimentary
      breakfast and lunch with a shuttle service running frequently between the park
      and the dealership. Our 12,000 square foot climate-controlled RallyCenter can
      accommodate up to 500 people and is utilized for dinners, meetings, award
      ceremonies and live entertainment. RallyPark represents an important and
      successful marketing tool for us and our RallyPark guests contributed
      $9.8 million to our 2005 vehicle revenues, in addition to $1.5 million in
      fees generated from RallyPark visitors.




**Served
      Markets**




We
      generated approximately 60% of our retail deliveries from Florida residents
      in
      2005, the third largest RV buying state in the United States, and we are by
      far
      the dominant player in the Florida market with a 41% share of Class A
      motorhome unit sales in 2005. While we estimate that Florida is Lazydays’
primary market, we have experienced great success penetrating other markets,
      with unit sales to residents outside the state of Florida reaching 40% of our
      retail deliveries in 2005. We believe our U.S. market share in Class A
      motorhome unit sales in 2005 was approximately 6%, and represents a substantial
      opportunity for further market penetration and expansion for us.




**Target
      Customer**




We
      estimate that approximately 70% of our customers have previously owned an RV.
      These customers have adopted the RV lifestyle and do not generally view RVs
      as
      luxury or recreational items, as the broader market may view them. Accordingly,
      for many of our customers, the RV represents a necessary purchase that will
      occur periodically as the time comes to trade in and upgrade the vehicle.




Consistent
      with their RV enthusiast lifestyle, Lazydays customers are frequently repeat
      purchasers. Management estimates that Lazydays’ average customer owns his or her
      RV three to four years before trading it in, compared to an estimated industry
      average of approximately seven years. In 2005, 22% of the vehicles we sold
      were
      to repeat customers, representing $181 million in revenues. In addition,
      the RV lifestyle includes frequent social interaction between RVers that creates
      an environment in which word-of-mouth marketing becomes a powerful tool. The
      loyalty of the Lazydays customer is perhaps demonstrated by the fact that
      referral customers represented 27% of our total customers and generated
      approximately $206 million in revenue in 2005.




While
      our
      typical customers are in their mid-fifties, we have an increasing number of
      customers in their mid-40s with young children. RV ownership provides this
      younger customer group access to relatively safe and economical vacation and
      travel alternatives. While this younger demographic is currently a small portion
      of the RV buying group, management believes its growing interest in RVs
      demonstrates the broadening appeal of RVs in general and represents an
      opportunity for us to penetrate a greater portion of the population.


-8-


**Sales
      Overview**




The
      entire Lazydays culture is built on the sales philosophy of making “Customers
      for Life.” All Lazydays employees are committed to providing premier customer
      service and developing a relationship with the customer that ensures that he
      or
      she will return to Lazydays for all future RV purchases and service needs.
      This
      culture is evident in the way each customer is greeted by every employee with
      the phrase, “Welcome to Lazydays.” Though ingrained deeply in all facets of the
      business, the Lazydays culture is most readily apparent to customers in their
      interaction with our sales force.




Our
      direct sales organization is comprised of eight sales managers who oversee
      approximately 145 salespeople, as well as managers that oversee other aspects
      of
      the sales process, such as Internet, telephone and wholesale sales, pricing
      and
      the appraisal of trade-in units. Each sales manager is responsible for a team
      of
      5 to 24 salespeople and is compensated based on team and Company performance
      goals. Additionally, each sales manager administers a relationship with a
      manufacturer by understanding new products and monitoring inventory levels.




Our
      salespeople are divided into three levels based on customer satisfaction and
      sales performance. Our sales professionals’ compensation structure is 100%
      commission based and is driven by profit achievement and customer satisfaction
      ratings. In 2005, our compensation per year per salesperson averaged
      approximately $90,000 and the top salesperson earned $260,000, which we believe
      is significantly higher than at other dealerships in the country, thus allowing
      us to attract and retain a high quality sales force. Because of the
      opportunities offered to our salespeople, we have historically maintained low
      turnover within our sales staff.




**Sales
      Organization**




Our
      sales
      team has consistently improved its success in converting sales opportunities
      into RV deliveries over the years, as management continuously refines the sales
      process. From 2000 to 2005, we improved our delivery ratio (the number of sales
      divided by the number of sales opportunities or “ups”) from 16.9% to 19.9%.
      Through the ongoing development of the sales process and training of personnel,
      management believes its sales force’s productivity will continue to improve.




Our
      success in developing and maintaining a productive sales force is a function
      of
      our ability to execute our “Customers for Life” sales philosophy. We have
      identified and outlined a number of important tenets that embody this philosophy
      and provide a blueprint for the operation of the sales organization. At a high
      level, these include our keys to building a great company, such as “find and
      keep great people” and “be easy to do business with.” The importance of premier
      customer service is emphasized through our Golden Rule of Customer Service,
      the
      Ten Rules of Customer Service and the Thirteen Keys to Being the Best at
      Customer Service. These rules are reinforced every week through sales training
      sessions and ensure that salespeople execute our sales philosophy. This
      philosophy defines our culture, which is built around a focus on the needs
      and
      wants of the customer, a constant pursuit of premier customer service and the
      consistent execution of a proven sales system. The embodiment of this philosophy
      is the greeting of “Welcome to Lazydays,” that each employee delivers to each
      and every customer.




We
      strive
      to ensure that our sales personnel are consistent in their approach to the
      customer and in their application of these tenets through extensive training.
      Each salesperson must complete an initial one-week customer service and sales
      process training program. Thereafter, all salespeople are required to attend
      daily one-hour product and selling skills training sessions. The emphasis on
      continuous training ensures that sales personnel are knowledgeable in their
      representation of the products and skilled in their approach to the customer.


-9-


**Marketing
      Overview**




Lazydays
      attracted over 250,000 visitors to its complex and generated over 38,000 sales
      opportunities in 2005. This traffic is generated through a comprehensive program
      that includes referrals, direct mail, television and




print
      advertising, rallies and trade shows, marketing partners and the Lazydays
      website. All of our marketing work, including the development of strategies
      and
      concepts, the maintenance of the customer database and the design and layout
      of
      advertisements, is performed in-house, with the exception of high volume
      printing and television production. By performing the majority of our marketing
      functions internally, we are able to manage our marketing cost effectively.
      We
      spent $6.0 million on our marketing efforts in 2005, or 0.7% of total
      revenues, a level that is consistent with historical expenditures as a
      percentage of revenues.




*Referrals*




In
      2005, 27%
      of total deliveries were made on a customer referral basis, generating
      $206 million in revenues. Customer referrals are our most productive and
      inexpensive advertising source. The introduction of the Lazydays
      Friends & Family Program in July 1997 served as a catalyst for
      referral based business. Friends & Family based referrals accounted for
      41% of the referral-based revenue in 2005, or approximately $84 million.
      The program promotes referral activity by rewarding customer loyalty and
      referral business with awards and recognition for each referral that leads
      to a
      sale. As customers make new, qualified referrals, they receive rewards, such
      as
      complimentary stays at RallyPark for Friends & Family rallies, award
      certificates and entries in drawings for cash prizes. In addition, based on
      their number of referrals, Friends & Family members have their names
      prominently displayed on plaques along the Wall of Honor in the lobby of the
      main dealership building.




*Direct
      Mail, Print and Television*




We
      manage
      a proprietary database of approximately 2.4 million RV owners and potential
      owners to maintain regular mail-based contact with existing and potential
      customers. We have used direct mail marketing for the past ten years, we
      advertise in numerous industry publications and, on a limited basis, through
      local television. In 2005, direct mail, print and television generated 4% of
      total deliveries and represented approximately $30 million of revenues.




We
      design
      our own direct mail marketing materials in-house and have millions of
      postcards, posters, brochures and mailers printed each year to generate interest
      in our RVs. Our largest publication is our bi-monthly RVLiving Magazine which
      was launched in May 2005. RVLiving showcases RVs for sale at Lazydays and
      targets the fastest growing segment of RV owners and aspirants - the baby boomer
      generation. The magazine has an annual circulation of 900,000. We also send
      over
      1 million large format postcards and personalized notes each year for a
      variety of occasions, including the anniversary of an RV purchase, to maintain
      strong customer goodwill.




*Internet
      Website*




The
      Lazydays website is a user-friendly marketing and informational tool. Our
      website allows our customers to view new and pre-owned RV photos and
      specifications within minutes after the vehicle becomes available for sale.
      Users can search for available RVs by keyword, brand, class, make and model,
      as
      well as learn more about the numerous value added benefits offered by us. Users
      have the ability to purchase our RVs without visiting our facility by learning
      about products online and by calling or emailing Lazydays to further their
      inquiry. Additionally, users can obtain an estimate of the value of their
      trade-ins prior to arriving at Lazydays. In 2005, the Internet and Lazydays’
website generated 20% of total deliveries and represented approximately
      $158 million in revenues.


-10-


*Rallies
      and Trade Shows*




Rallies
      and trade shows serve as an ideal opportunity to market Lazydays to concentrated
      groups of RV enthusiasts. Hundreds of rallies and trade shows take place
      throughout the U.S. each year. Lazydays attends over 40 off-site rallies each
      year. We send sales representatives and a selection of RVs to the rallies and
      trade shows to promote products, answer questions and build excitement around
      the dealership. In 2005, attendance at RV rallies and trade shows generated
      3%
      of our total deliveries and represented $44.2 million of revenues.




In
      addition, approximately 100 RV rallies are held each year at RallyPark in which
      we can exclusively display and promote our products and value-added benefits.
      These onsite rallies and RallyPark guests generated vehicle revenues of
      approximately $9.8 million in 2005.




**Marketing
      Partners**




We
      have
      developed joint-marketing relationships with various companies that are involved
      directly or indirectly in the RV industry. For instance, we have a relationship
      with RV accessory and camping supply retailer Camping World, which has a store
      next to Lazydays and benefits from a steady flow of prospective customers as
      a
      result of the location. Similarly, Lazydays and other business partners benefit
      one another by offering complimentary products and services.




The
      following chart lists our primary marketing partners:




**Marketing
      Partners**




**Partner**
            **Description**Camping
                World, Inc
            Retailer
                of RV accessoriesThousand
                Trails, Inc
            Manager
                of membership campgroundsFamily
                Motor Coach Association
            RV
                owners clubFantasy
                RV Tours
            Conducts
                guided RV toursWorkhouse
                Custom Chassis LLC
            Manufacturer of heavy duty custom chassisSpartan
                Chassis, Inc.
            Manufacturer
                of heavy duty custom chassis




-11-


**Suppliers**




Over
      the
      course of our operating history, we have developed strong relationships with
      the
      industry’s leading RV manufacturers. We are supplied primarily by nine major RV
      manufacturers that rely on us as a primary point of distribution.




For
      most
      product lines and manufacturers, we are the leading dealership in terms of
      sales
      volume. Manufacturers are highly dependent on us for their Florida sales, an
      important territory for the RV industry. In 2005, we were responsible for 58.5%
      of our suppliers’ total Florida Class A RV sales. We have won numerous
      supplier awards for our excellence in sales and service, including Fleetwood’s
      Circle of Excellence Award ten times and Winnebago’s Circle of Excellence Award
      every year (20 times) since the award’s inception.




We
      have
      negotiated favorable long term dealer agreements and reasonable sales goals.
      Dealer agreements provide exclusive sales rights for manufacturers’ products
      over extended geographic regions ranging from the local Tampa area to the
      southeastern United States. In addition, we believe our size and market presence
      ensure that we have top priority with our suppliers and a consistent supply
      of
      RVs, even during times of production shortages.




Importantly,
      our RV suppliers also support our ability to carry an extensive inventory of
      vehicles by providing a backstop to our floor plan financing. The manufacturers
      have an agreement with our floor plan lenders to repurchase unsold inventory
      at
      a value of up to 100% of the original cost of the vehicles under certain
      circumstances.




We
      also
      have the benefit of over 26 onsite manufacturer representatives from the major
      RV manufacturers, depending on the season. Manufacturer sales representatives
      will answer customer inquiries specific to their products, lend credibility
      to
      Lazydays’ operations and assist in the sale of products and training of
      salespeople, keeping us informed of new product innovations and fostering strong
      relationships with the manufacturers.




**Wholesale
      Vehicle Network**




Approximately
      70% of our RV purchases (new and pre-owned) are accompanied by a trade-in.
      The
      large number of pre-owned trade-ins that we receive assures us of a steady
      supply of high quality pre-owned vehicles. We believe that we are able to pay
      more for pre-owned RVs than our competition because of our scale. Our steady
      supply of customers, coupled with our access to a proprietary network of more
      than 1,500 dealers, helped make us the top single-site pre-owned RV dealership
      in the U.S. Additionally, the wholesale network allows us to optimize our
      inventory carrying levels by disposing of old or unwanted trade-ins through
      this
      channel.




**Management
      Information Systems**




We
      employ
      management information systems that provide for the efficient management of
      our
      business operations, thereby reducing operating costs. The systems integrate
      our
      inventory management, sales tracking, order processing, financial recording
      and
      customer relationship management tools.


-12-


**Employees**




We
      benefit from a loyal and dedicated non-union workforce of 705 full-time and
      34
      part-time employees as of December 31, 2005 and have never experienced a
      work stoppage. Each of these individuals is critical to sustaining a culture
      that is unique in the industry. We work to ensure that every employee shares
      our
      vision and commitment to customer service and welcomes each visitor with the
      phrase, “Welcome to Lazydays.”




We
      offer
      competitive compensation and benefit plans to employees working more than
      30 hours per week. Our benefits include a defined contribution
“401(k)” plan with discretionary company matching, medical, dental, pharmacy and
      vision insurance, short-term and long-term disability and life insurance, a
      pre-tax premium payment plan with flexible spending accounts and vacation up
      to
      three weeks after seven years of employment.




We
      have
      never experienced any significant labor shortages nor had any difficulty in
      obtaining adequate replacements for departing employees. We consider our
      relations with our employees to be good.




**Intellectual
      Property**




We
      have
      registered, and are in the process of registering, various trademarks and
      service marks with the U.S. Patent and Trademark Office, including “Lazy Days RV
      Supercenter,” “Tire Re-Nu,” “Crown Club” and “RallyPark.”




**Government
      Regulation**




Our
      operations and business practices are subject to regulation at the federal,
      state and, in some cases, local levels. State and local consumer protection
      laws
      and regulations govern our sales, advertising, financing, insurance sales and
      other trade practices.




The
      adoption of more stringent statutes and regulations, changes in the
      interpretation of existing statutes and regulations or our entrance into
      jurisdictions with more stringent regulatory requirements could curtail some
      of
      our operations. It could also deny us the opportunity to operate in certain
      locations or restrict products or services, including terms of finance and
      insurance products offered by us. Various federal, state and local regulatory
      agencies, including the Occupational Safety and Health Administration, the
      United States Environmental Protection Agency and similar federal and local
      agencies, have jurisdiction over the operation of our dealerships, repair
      facilities and other operations with respect to matters such as consumer
      protection, workers’ safety and laws regarding protection of the environment,
      including air, water and soil. The failure to maintain all requisite licenses
      and permits and comply with all applicable federal, state and local regulations,
      could limit our ability to operate our business.




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


-13-


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




Our
      customers and potential customers are subject to federal, state and local
      statutes, ordinances and regulations regarding the ownership of recreational
      vehicles. The adoption of more stringent statutes, ordinances and regulations
      affecting the consumer ownership of recreational vehicles, could limit our
      ability to sell our products.





**Available
      Information**




The
      Company files annual reports, quarterly reports, current reports and other
      information with the Securities and Exchange Commission. Copies of such
      materials can be read, copied and obtained from the Public Reference Room of
      the
      Securities and Exchange Commission at 100 F Street, N.E., Room 1024, Washington,
      D.C. 20549. You may obtain information on the operation of the Public Reference
      Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. You
      can access the Company’s filings electronically by visiting the Securities and
      Exchange Commission’s website at http://www.sec.gov. In addition, the Company
      will provide copies of such filings free of charge upon request. While any
      notes
      remain outstanding, we will make available, upon request, to any beneficial
      owner and any prospective purchaser of notes the information required pursuant
      to Rule 144A(d)(4) under the Securities Act during any period in which we are
      not subject to Section 13 or 15 (d) of the Exchange Act. Such requests
      may be made by calling our main number on the cover page of this report or
      by
      writing to the following address: Lazy Days’ R.V. Center, Inc. 6130 Lazy Days
      Boulevard, Seffner, Florida 33584-2968, Attn: Director of Corporate Reporting
      and Investor Relations.





**ITEM 1A.
      RISK FACTORS**





You
      should carefully consider the risk factors described below, as well as the
      other
      information included or incorporated by reference in this Annual Report on
      Form
      10-K prior to making a decision to invest in our securities. The risks and
      uncertainties described below are not the only ones facing our company.
      Additional risks and uncertainties not presently known or that we currently
      believe to be less significant may also adversely affect us.





Following
      is a summary of such risks which can be found in more detail in the “Risk
      Factors” described in our Registration Statement on Form S-4 dated August 12,
      2004, as amended:




***We
      may experience unanticipated fluctuations in our operating results for a variety
      of reasons.***




Our
      net
      sales, gross margin and operating results may fluctuate significantly from
      period to period due to a number of factors, many of which are not readily
      predictable. These factors include the following:




•
the
      margins associated with the mix of products we sell in any particular period;




•
the
      ability of our suppliers to introduce new models that achieve consumer
      acceptance;




•
the
      addition or loss of competing dealers;




•
the
      timing of trade shows and rallies, which we use to market and sell our products;
      and




•
factors
      affecting the recreational vehicle industry as a whole, including economic
      and
      seasonal factors.


-14-


Our
      overall gross margin may decline in future periods to the extent that we
      increase the percentage of sales of lower gross margin towable products or
      if
      the mix of motorhomes we sell shifts to lower gross margin units. In addition,
      a
      relatively small variation in the number of recreational vehicles we sell in
      any
      quarter can have a significant impact on total sales and operating results
      for
      that quarter.




We
      attempt to forecast demand for our products and adjust our inventory accurately
      prior to receipt of such orders. However, it is highly unlikely that we will
      consistently accurately forecast the timing, rate and mix of orders. This aspect
      of our business makes our planning inexact and, in turn, affects our
      inventories, operating results and cash flow for any given quarter.




***Reduced
      availability of financing for our customers could adversely affect our sales
      volume.***




Our
      customers generally secure financing from third-party lenders. Reduced
      availability of such financing and higher interest rates may have an adverse
      effect on the recreational vehicle business and our sales. If third-party
      financing were to become unavailable or were to be restricted, this could have
      a
      material adverse effect on our results of operations. Availability of financing
      is dependent on the lending practices of lending institutions, financial
      markets, governmental policies and economic conditions, all of which are largely
      beyond our control. Many states classify recreational vehicles as personal
      property rather than real property for purposes of taxation and lien perfection
      and as a result, interest rates for recreational vehicles are generally higher
      and the terms of the loans shorter than for site-built homes. There can be
      no
      assurance that affordable wholesale or retail financing for recreational
      vehicles will continue to be available on a widespread basis.


***Our
      geographic concentration heightens our exposure to adverse regional
      developments, including adverse economic conditions, demographic changes, severe
      weather events and natural disasters*** .




For
      the
      year ended December 31, 2005, 60% of our unit sales were to customers in
      the state of Florida. Our geographic concentration in the southeast and Florida
      in particular, heightens our exposure to adverse developments related to
      competition, as well as economic and demographic changes in this region. We
      cannot assure you that our geographic concentration will not result in a
      material adverse effect on our business, financial condition or results of
      operations in the future. In addition, as a single-site operator, a severe
      weather event or natural catastrophe such as a hurricane may adversely affect
      our business. We have a single location near Tampa, Florida which is in close
      proximity to the Gulf of Mexico. A severe weather event such as a hurricane
      could cause severe damage to our property and inventory and could cause
      disruptions to our operations. Although we believe we have adequate insurance
      coverage, if we were to experience a catastrophic loss, we may exceed our policy
      limits and/or we may have difficulty obtaining similar insurance coverage in
      the
      future. We cannot assure you that an adverse weather event would not have an
      adverse impact on our business.


-15-


***Our
      business is cyclical and seasonal and this can lead to fluctuations in our
      sales
      and operating results.***




The
      industry in which we operate is highly cyclical and there can be substantial
      fluctuations in our retail sales and operating results, and the results for
      any
      prior period may not be indicative of results for any future period. Companies
      within the recreational vehicle industry are subject to volatility in operating
      results due to external factors such as economic, demographic and political
      changes.




§
            Factors
                affecting the recreational vehicle industry include:




§
            overall
                consumer confidence and the level of discretionary consumer spending,
                which had an adverse effect on our business in calendar years 2000
                and
                2001 and may do so again depending on consumer reaction to economic
                uncertainty and potential volatility in the stock market;




§
            general
                economic conditions;




§
            increases
                in interest rates (which increase our borrowing costs and borrowing
                costs
                for our customers who finance their RV purchases);




§
            international
                tensions and hostilities;




§
            employment
                trends; and




§
            fuel
                availability and prices.




Changes
      in consumer confidence and the level of discretionary spending may
      disproportionately impact sales of our highest priced luxury motorhomes and
      a
      significant decrease in demand for these motorhomes may have an adverse effect
      on our business.




We
      cannot
      provide assurance that the factors that have had an adverse affect on our
      business in prior years will not have an adverse effect in the future.




We
      have
      experienced, and expect to continue to experience, significant variability
      in
      sales and net income as a result of seasonality in our business. Demand
      generally increases during the winter season, while sales and profits are
      generally lower during the spring and summer months.


-16-


***Changes
      in consumer preferences for our products or our failure to gauge those
      preferences could lead to reduced sales and additional costs.***




We
      believe that consumer preferences for recreational vehicles are likely to change
      over time. We further believe that the introduction of new features, designs
      and
      models will be critical to the future success of our operations. Delays in
      the
      introduction of new models or product features, or a lack of market acceptance
      of new features, designs or models, could have a material adverse effect on
      our
      business. Products may not be accepted for a number of reasons, including
      changes in consumer preferences or the failure of our suppliers to properly
      gauge consumer preferences. Our suppliers may also experience production
      difficulties, such as inefficiencies in purchasing and increased labor costs,
      as
      they introduce new models. We cannot be certain that new product introductions
      will not reduce revenues from existing models and adversely affect our results
      of operations. There can be no assurance that any of these new models or
      products will be introduced to the market on time or that they will be
      successful when introduced.





***We
      are dependent on continued relationships with major manufacturers who supply
      our
      products.***




Our
      success depends, to a significant extent, on continued relationships with nine
      major manufacturers from whom we purchase the majority of our new RV products.
      In the majority of cases we have entered into long term dealer agreements that
      provide exclusive sales rights for a certain product line over an extended
      geographic area. Some of these agreements require us to meet specified sales
      goals. Cancellation or modification of the dealer agreements, including the
      loss
      of our rights to geographic exclusivity, or a failure to renew a dealer
      agreement with one or more of these manufacturers could have a material adverse
      effect on our revenues by limiting our access to desirable products. We
      currently purchase over 150 models of new RVs from these nine manufacturers.
      We
      depend on our relationships with these manufacturers to provide the most
      desirable possible mix of new models to our customers. The loss of one of a
      significant number of models could reduce our competitiveness by decreasing
      our
      potential sales.





***If
      the frequency and size of product liability and other claims against us,
      including wrongful death, increase, our business, results of operations and
      financial condition may be harmed.***




The
      products that we sell and service have the potential to inflict significant
      injury or property damage. Even if the manufacturer caused a defect which led
      to
      injury or property damage, we could be liable on the theory of third-party
      product liability. We carry insurance for this in addition to the general
      liability insurance generally maintained by the manufacturers, but it is
      possible that a claim would not be covered or would exceed our policy limits.




***Fuel
      shortages, or higher prices for fuel, could have a negative effect on sales
      of
      recreational vehicles.***




Gasoline
      or diesel fuel is required for the operation of motor homes and most vehicles
      used to tow travel trailers. Particularly in view of increased international
      tensions, there can be no assurance that the supply of these petroleum products
      will continue uninterrupted, that rationing will not be imposed or that the
      price of or tax on these petroleum products will not significantly increase
      in
      the future. Increases in gasoline prices and speculation about potential fuel
      shortages have had an unfavorable effect on consumer demand for recreational
      vehicles from time to time in the past, which then had a material adverse effect
      on our sales volume, and may do so again in the future.


-17-


***We
      require floor plan financing to purchase our inventory. The absence of available
      floor plan financing could have a material adverse effect on our operations
      and
      hinder our ability to achieve our growth strategy.***




We
      depend, to a significant extent, on our ability to finance the purchase of
      inventory, which in the automotive and RV retail industries involves borrowing
      money in the form of floor plan financing. Floor plan financing is the method
      in
      which dealerships finance the purchase of new vehicles from a manufacturer.
      Our
      floor plan financing is secured by substantially all of our vehicle inventory
      and related accounts receivable. Any inability to obtain floor plan financing
      on
      customary terms, or the termination of our floor plan financing arrangements
      by
      our floor plan lenders, could have a material adverse effect on our operations.
      A substantial portion of our income is from financing, insurance and extended
      service contracts, which depend on third-party lenders and insurance companies.
      We cannot assure you third-party lending institutions will continue to provide
      financing for RV purchases.




A
      substantial part of our earnings come from the fees we receive from lending
      institutions and insurance companies for arranging financing and insurance
      coverage for our customers. The lending institution pays us a fee for each
      loan
      that we arrange. If the lenders we arrange financing through were to lend to
      our
      customers directly rather than through us, we would not receive a fee. In
      addition, if customers prepay financing we arranged within a specified period
      (generally within six months of the making of the loan), we are required to
      rebate (or "chargeback") all or a portion of the commissions paid to us by
      the
      lending institution. Our revenues from financing fees and vehicle service
      contract fees are recorded net of a reserve for estimated future chargebacks
      based on historical operating results and the termination provisions of the
      applicable contracts. Lending institutions may change the criteria or terms
      they
      use to make loan decisions, which could reduce the number of customers for
      whom
      we can arrange financing, or may elect to not continue to provide these products
      with respect to RVs. Our customers may also use the internet or other electronic
      methods to find financing alternatives. If any of these events occur, we could
      lose a significant portion of our income and profit.




In
      addition, we generally offer our customers (1) a service contract that
      provides additional warranty coverage on their RV or some of its parts after
      the
      manufacturer's original warranty expires and (2) various types of insurance
      policies that will provide money to pay a customer's RV loan if the customer
      dies or is physically disabled. We sell these products as a broker for unrelated
      companies that specialize in these types of coverage and we receive a fee for
      each product that we sell. If our customers obtain these policies directly
      from
      the insurers, our income and profits could decline.





***The
      loss of key personnel and/or failure to attract and retain highly qualified
      personnel could make it more difficult for us to generate cash flow from
      operations and service our debt.***




We
      are
      dependent on the continued services of our senior management team, particularly
      Don Wallace, Founder and current Board Chairman; John Horton, Chief Executive
      Officer and Chuck Thibault, Chief Financial Officer. We entered into employment
      agreements with certain of our key personnel, however, we cannot assure you
      that
      these individuals will stay with us. If any of these persons were to leave
      our
      company it could be difficult to replace him or her. We believe the loss of
      such
      key personnel could have a material adverse effect on us and our financial
      performance. We cannot assure you that we can attract and retain sufficient
      qualified personnel to meet our business needs. See “Directors and Executive
      Officers of the Registrant”.





***The
      interests of our controlling stockholder may be in conflict with your interests
      as a holder of Notes.***




RV
      Acquisition owns 100% of Holdings common stock, which in turn owns 100% of
      our
      common stock. BRS LP owns approximately 84% of RV Acquisition's Common Stock
      and
      has the ability to elect a majority of the board of directors and generally
      to
      control the affairs and policies of our company. Circumstances may occur in
      which the interests of BRS LP, as our stockholder, in pursuing acquisitions
      or
      otherwise, could be in conflict with the interests of the holders of the Notes.
      See “Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters".


-18-


***We
      were the sponsor of the ESOP, a leveraged employee stock ownership plan, that
      was terminated in connection with the Acquisition. ESOPs are subject to
      extensive government regulation and failure to comply with any of this
      regulation could have a negative effect on our financial condition.***




The
      ESOP
      was subject to applicable provisions of the Internal Revenue Code of 1986,
      as
      amended (the "Code") and the Employee Retirement Income Security Act of 1974,
      as
      amended ("ERISA"), and regulations thereunder, designed to protect the ESOP's
      participants and beneficiaries. The ESOP was a party to certain corporate and
      restructuring transactions entered into by Holdings and its affiliates in 1999
      and 2002. See "Certain Relationships and Related Transactions." In 1999, the
      ESOP borrowed funds from the Company and the ESOP acquired, through a holding
      company, beneficial ownership of approximately 84% of the Company's common
      stock. Subsequent to the 1999 transaction, we experienced a decline in our
      financial performance during an industry-wide downturn in sales, resulting
      in
      payment defaults on certain of our outstanding indebtedness. As a result, in
      2002 certain of our debt obligations were converted into equity of Holdings,
      significantly diluting the ESOP's interest in the Company.




If
      a
      court or a governmental agency such as the Internal Revenue Service or the
      Department of Labor were to determine that the ESOP's participation in the
      1999
      transaction, including the valuation of the shares purchased by the ESOP, the
      2002 restructuring and/or the ongoing administration of the ESOP was not in
      compliance with applicable laws and regulations, such an adverse determination
      could result in significant liabilities, including excise tax liabilities,
      and
      legal expenses for us. Due to the laws and regulations pertaining to ESOPs,
      we
      cannot accurately predict the outcome of any litigation were it to arise, and
      an
      adverse outcome of any such potential litigation could materially adversely
      affect our financial condition and results of operations.




***We
      are subject to extensive government regulation. Changes in these regulations
      could have a negative effect on our financial condition.***




The
      adoption of more stringent statutes and regulations, changes in the
      interpretation of existing statutes and regulations or our entrance into
      jurisdictions with more stringent regulatory requirements could curtail some
      of
      our operations. Such events could also deny us the opportunity to operate in
      certain locations or restrict products or services offered by us, including
      restrictions on the terms of financial and insurance products that we offer.




Various
      federal, state and local regulatory agencies, including the Occupational Safety
      and Health Administration, the United States Environmental Protection Agency
      and
      similar federal and local agencies, have jurisdiction over the operation of
      our
      dealerships, repair facilities and other operations with respect to matters
      such
      as consumer protection, workers' safety and laws regarding protection of the
      environment, including air, water and soil. The failure to maintain all
      requisite licenses and permits and comply with all applicable federal, state
      and
      local regulations, requisite licenses and permits could limit our ability to
      operate our business.




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




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


-19-


Our
      customers and potential customers are subject to federal, state and local
      statutes, ordinances and regulations, including motor vehicle licensing
      requirements, regarding the ownership of recreational vehicles. The adoption
      of
      more stringent statutes, ordinances and regulations affecting the consumer
      ownership of recreational vehicles could limit our ability to sell our products.




***The
      occurrence of extraordinary events, such as a major terrorist attack in the
      United States, may adversely affect our business, resulting in a decrease in
      our
      revenues.***




Future
      terrorist attacks cannot be predicted, and their occurrence can be expected
      to
      further negatively affect the United States economy generally, and specifically
      the regional markets in which we operate.




**ITEM 1B.
      UNRESOLVED STAFF
      COMMENTS**





None.





**ITEM 2.
      PROPERTIES**




*Leased
      Properties*




We
      lease
      our 126-acre facility, located at 6130 Lazy Days Boulevard, Seffner, Florida,
      from I-4 Land Holding Limited Company (“I-4”), an entity controlled by Don
      Wallace, our founder and current Chairman of the Board, under a lease
      arrangement, the initial term of which will expire in 2022. The amended lease
      entered into on May 14, 2004 included four five-year renewal options, which
      if exercised would extend the expiration date to 2042. The annual rent is
      currently $4,793,880, and will further increase thereafter based on periodic
      CPI
      adjustments. The lease provides for equal monthly rental payments and provides
      that the lessee pays all property taxes and insurance. Rent expense was
      calculated on a straight-line basis over the life of the lease resulting in
      deferred rent during the earlier years of the lease. We are also responsible
      for
      maintenance costs as well as betterments to the facilities.




Pursuant
      to the lease, we currently have a right of first offer and first refusal on
      any
      sale by I-4, as well as an option exercisable through May 14, 2011 to
      purchase the land for $42,000,000 (subject to CPI increases) .




We
      also
      have two short-term leases on properties that we use for off-site RV parking
      lots during our peak-season.




**ITEM 3.
      LEGAL PROCEEDINGS**




We
      are
      party to numerous legal proceedings that arise in the ordinary course of our
      business. We do not believe that the ultimate resolution of these matters will
      have a material adverse effect on our business, results of operations, financial
      condition or cash flows. However, the results of these matters cannot be
      predicted with certainty and an unfavorable resolution of one or more of these
      matters could have a material adverse effect on our business, results of
      operations, financial condition and/or cash flows.




**ITEM 4.
      SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERS**




None.


-20-


**PART
      II**




**ITEM 5.
      MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**




There
      is
      no market for our common stock. As of December 31, 2005, Holdings owns 100%
      of our capital stock. RV Acquisition owns 100% of Holdings capital stock.
      Bruckmann, Rosser, Sherrill & Co. II, L.P. held 84.1% of RV Acqusition
      common stock, the balance was held by Don Wallace (10.6%), management and
      others. See “Security Ownership and Certain Beneficial Owners” in Item 12
      of this report.




**ITEM 6.
      SELECTED FINANCIAL DATA**




The
      following table presents selected historical statement of operations data and
      balance sheet data as of and for the periods presented. The statement of
      operations data set forth below with respect to fiscal years 2003, 2004 and
      2005, and the balance sheet data at December 31, 2004 and December 31,
      2005, are derived from, and should be read in conjunction with, the audited
      financial statements and related notes thereto, which are included elsewhere
      in
      this Form 10-K. The statement of operations data set forth below with respect
      to
      fiscal years 2001 and 2002, and the balance sheet data at December 31,
      2001, December 31, 2002 and December 31, 2003, are derived from
      audited financial statements of the Company which are not included in this
      Form
      10-K.


**Year
                Ended December 31,****2001**
            
            **2002**
            
            **2003**
            
            **2004**
            
            **2005****($
                in thousands )****Statement
                of Operations Data:**Revenues:New
                vehicles
            
            $
            307,871
            
            $
            384,041
            
            $
            416,165
            
            $
            477,442
            
            $
            476,736Pre-owned
                vehicles
            
            
            207,883
            
            
            245,485
            
            
            278,592
            
            
            260,018
            
            
            263,742Other
            
            
            46,240
            
            
            51,601
            
            
            60,882
            
            
            62,250
            
            
            63,720Total
                revenues
            
            
            561,994
            
            
            681,127
            
            
            755,639
            
            
            799,710
            
            
            804,198Cost
                of revenues
            
            
            482,650
            
            
            582,159
            
            
            646,685
            
            
            683,415
            
            
            684,307Gross
                profit
            
            
            79,344
            
            
            98,968
            
            
            108,954
            
            
            116,295
            
            
            119,891Selling,
                general and administrative expenses
            
            
            49,964
            
            
            67,591
            
            
            70,027
            
            
            80,393
            
            
            83,314Depreciation
                and amortization
            
            
            4,137
            
            
            3,942
            
            
            3,238
            
            
            9,988
            
            
            8,302Loss
                on extinguishment of debt
            
            
            —
            
            
            6,198
            
            
            —
            
            
            —
            
            
            348Operating
                profit
            
            
            25,243
            
            
            21,237
            
            
            35,689
            
            
            25,914
            
            
            27,927Floor
                plan interest expense
            
            
            3,620
            
            
            2,970
            
            
            2,566
            
            
            2,441
            
            
            3,565Other
                interest expense
            
            
            24,062
            
            
            16,267
            
            
            3,211
            
            
            12,290
            
            
            17,813Income
                taxes
            
            
            2,441
            
            
            4,493
            
            
            4,542
            
            
            3,354
            
            
            2,487Net
                income (loss)
            
            $
            (4,880
            )
            $
            (2,493
            )
            $
            25,370
            
            $
            7,829
            
            $
            4,062**Balance
                Sheet Data (at period end):**Inventories
            
            $
            64,254
            
            $
            74,087
            
            $
            69,873
            
            $
            85,961
            
            $
            87,392Working
                capital (deficiency)
            
            
            (7,894
            )
            
            2,907
            
            
            9,011
            
            
            24,060
            
            
            23,353Total
                assets
            
            
            116,815
            
            
            123,527
            
            
            131,512
            
            
            346,484
            
            
            344,022Floor
                plan notes payable
            
            
            53,986
            
            
            56,185
            
            
            52,046
            
            
            69,576
            
            
            74,609Total
                debt (excluding floor plan and including current
                maturities)
            
            
            134,166
            
            
            75,161
            
            
            59,046
            
            
            150,227
            
            
            143,938Total
                shareholder’s equity (deficiency)
            
            
            (137,698
            )
            
            (124,400
            )
            
            (103,565
            )
            
            67,435
            
            
            71,497


-21-




**ITEM 7.
      MANAGEMENT’S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS**




The
      following discussion regarding Lazy Days’ R.V. Center, Inc.’s financial
      condition and results of operations should be read in conjunction with our
      financial statements and the notes to those statements and other financial
      information appearing elsewhere in this report. Unless stated otherwise, the
      information provided in this section relates to Lazy Days’ R.V.
      Center, Inc. only and not to its parent, Holdings. This report contains
      forward-looking statements that involve risks and uncertainties. Our actual
      results may differ materially from those indicated in forward-looking
      statements.




**Overview**




We
      are
      the world’s largest single-site dealer of recreational vehicles (“RVs”) with the
      industry’s broadest selection of new and previously-owned RVs. We are a primary
      point of distribution for nine of the leading manufacturers in the recreational
      vehicle retail industry, an industry with sales of approximately
      $12 billion in new, and $14 billion in pre-owned RV vehicles annually.
      Located on a 126-acre site outside of Tampa, Florida, we are widely recognized
      in the RV community as the premier destination for RV enthusiasts, attracting
      over 250,000 visitors each year to our RV dealership, and approximately
      1.3 million visitors per year to our facility (including visitors to
      additional attractions that appeal to RV owners located adjacent to our site,
      namely Camping World, Cracker Barrel and Flying J Travel Plaza).




We
      offer
      our customers an extensive selection of RVs and a variety of services, such
      as
      financing, insurance and a 230-bay, fully-staffed service and repair department.
      Our inventory is displayed in a park-like setting and our facility also includes
      a full-service RV park, two swimming pools, tennis courts and meeting and dining
      facilities.




We
      derive
      our revenues principally from sales and rental of new units, sales of pre-owned
      units, commissions earned on sales of third-party financing and insurance
      products, service and rental repairs, and visitors fees at RallyPark. In 2005,
      we derived our revenues from these categories in the following percentages,
      59.3%, 32.8%, 2.7%, 5.1% and 0.1%, respectively. New and pre-owned unit sales
      accounted for more than 90% of total revenues.




The
      vast
      majority of our cost of revenues are related to inventory purchases. New and
      pre-owned vehicles have accounted for 97% or more of cost of revenues in each
      of
      the previous three years. We believe we are the nation’s largest single point of
      distribution for RVs and a primary retail outlet for nine of the leading
      manufacturers in the industry. Additionally, increased unit costs are
      immediately passed through to end customers. As a result, our gross profit
      margin has been 14.9%, 14.5% and 14.4% for the years ended December 31,
      2005, 2004 and 2003, respectively.




Our
      gross
      profit margins on pre-owned vehicles are typically higher on a percentage basis
      while our gross profit margins on an absolute dollar basis are typically higher
      on new vehicles. In 2005, gross profit margins on new vehicles averaged 9.2%
      compared to 11.6% for pre-owned vehicles, and our gross profit from sales of
      new
      vehicles was $43.8 million and $30.5 million for pre-owned vehicles.




Salaries,
      commissions and benefits represent the largest component of our total selling,
      general and administrative expense and comprised more than 50% of total selling,
      general and administrative expense. In 2005, approximately 16% of our selling,
      general and administrative expense consisted of commissions for our sales force
      which are directly correlated to RV vehicle sales levels. Selling, general
      and
      administrative expense is typically consistent with revenue on a percentage
      basis.


-22-


On
      April 27, 2004, we and our parent, LD Holdings, Inc. (“Holdings”), the
      Employee Stock Ownership Plan and Trust for the Employees of Lazy Days (the
      “ESOP”) and certain other stockholders of Holdings, entered into a stock
      purchase agreement with RV Acquisition, Inc. (“RV Acquisition”), a newly
      formed holding company owned by Bruckmann, Rosser, Sherrill & Co. II,
      L.P. (“BRS LP”), an affiliate of Bruckmann, Rosser, Sherrill &
Co., Inc. (“BRS”), pursuant to which RV Acquisition acquired all of
      Holdings’ outstanding common and preferred stock for a purchase price of
      $217.1 million (after giving effect to working capital, tax benefit and
      cash adjustments) on May 14, 2004 (the “Acquisition”). After giving effect
      to the Acquisition, BRS LP controlled 89.4% of the issued and outstanding common
      stock of RV Acquisition. The balance of the equity of RV Acquisition was
      acquired by Don Wallace, and certain former shareholders of Holdings. In
      connection with the Acquisition, we repaid all of our existing indebtedness
      which was equal to $44.8 million as of May 14, 2004 and paid
      approximately $12.3 million for certain transaction related fees and expenses.
      We also entered into an amendment and restatement of our existing floor plan
      credit facility (referred to herein as our amended floor plan credit facility),
      a new senior secured revolving credit facility and terminated our then existing
      employee stock ownership plan, or ESOP.




To
      finance the Acquisition, we issued 11 3 / 4 %
      senior
      unsecured notes due 2012, or senior notes, and received an equity contribution
      from Holdings. The transactions referred to above are collectively referred
      to
      in this report as the “Transactions.” The closing of these Transactions occurred
      on May 14, 2004. As a result of the Transactions, we have a substantial
      amount of debt. As of December 31, 2005, we had total indebtedness of
      $218.5 million ($143.9 million of borrowings under the senior notes
      and $74.6 million in borrowings under our amended floor plan credit
      facility).


-23-


**Results
      of Operations**




The
      following table sets forth the percentages of revenues that certain items of
      operating data constitute for the periods indicated:




**Fiscal
                Year Ended****December 31,****2003**
            
            
            **2004**
            
            
            **2005****Statement
                of operations data:**Revenues
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of revenues
            
            
            85.6
            
            
            85.5
            
            
            85.1Gross
                profit
            
            
            14.4
            
            
            14.5
            
            
            14.9Selling,
                general and administrative expenses
            
            
            9.7
            
            
            11.3
            
            
            11.4Income
                from operations
            
            
            4.7
            
            
            3.2
            
            
            3.5Interest
                expense
            
            
            0.8
            
            
            1.8
            
            
            2.7Income
                before income taxes
            
            
            3.9
            
            
            1.4
            
            
            0.8Income
                tax expense
            
            
            0.6
            
            
            0.4
            
            
            0.3Net
                income
            
            
            3.3
            
            
            1.0
            
            
            0.5




***Results
      for the three months ended December 31, 2005 compared to the results for
      the three months ended December 31, 2004***




*Revenues* .
      Revenues increased from $183.2 million in the three months ended
      December 31, 2004 to $185.5 million in the comparable period in 2005. This
      was due to an increase of approximately $1.1 million of new vehicle sales and
      $0.8 million in pre-owned vehicle sales.


-24-


*New
      Unit Sales* .
      Sales
      and rental of new vehicles were $112.6 million in the three months ended
      December 31, 2005 compared to $111.6 million for the comparable period in
      2004. New vehicle unit sales increased from 1,088 for the fourth quarter of
      2004
      to 1,346 in 2005. A significant increase in towable product sales, driven by
      bulk trailer sales, was offset by a 13% decline in motorized units.





**Three
                Months Ended****December
                31, 2004**
            
            **December
                31, 2005**Class
                A - Diesel
            
            340
            
            314Class
                A - Gas
            
            
            180
            
            
            130Class
                C
            
            
            72
            
            
            73Total
                Motorized
            
            
            592
            
            
            517Fifth
                Wheel
            
            
            150
            
            
            151Travel
                Trailer
            
            
            100
            
            
            109Bulk
                Travel Trailers
            
            
            246
            
            
            569Total
                Towable
            
            
            496
            
            
            829Total
                New Units
            
            
            1,088
            
            
            1,346




*Pre-Owned
      Unit Sales* .
      Sales
      of pre-owned vehicles for the fourth quarter of 2005 were $57.9 million compared
      to $57.1 million for the comparable period in 2004. Used vehicle unit sales
      increased from 749 for the fourth quarter of 2004 to 800 in 2005, due to
      slightly higher demand in the fourth quarter of motorized products and increased
      travel trailer sales driven by the resale of trailers from our rental
      program.





**Three
                Months Ended****December
                31, 2004**
            
            
            **December
                31, 2005**Class
                A - Diesel
            
            
            253
            
            
            264Class
                A - Gas
            
            
            207
            
            
            203Class
                C
            
            
            88
            
            
            88Total
                Motorized
            
            
            548
            
            
            555Fifth
                Wheel
            
            
            64
            
            
            77Travel
                Trailer
            
            
            66
            
            
            102Other
            
            
            71
            
            
            66Total
                Towable
            
            
            201
            
            
            245Total
                New Units
            
            
            749
            
            
            800




-25-


*Finance
      and Insurance Related Revenues* .
      Consistent with increases in overall unit sales, finance, insurance and extended
      warranty related revenues increased slightly by $0.1 million from $5.1 million
      in the three months ended December 31, 2004 to $5.2 in the fourth quarter of
      2005. As a result of the relative increase in towable units as a proportion
      of
      new unit sales, we experienced a corresponding decrease in opportunities for
      earning financing revenues. Towable product customers finance less frequently
      than motorized customers and average less revenue when they do
      finance.




*Parts,
      Service and Other Revenues* .
      Parts,
      service and other revenues for the fourth quarter of 2005 were $9.7 million,
      $0.2 million more than the fourth quarter of 2004. The increase is attributable
      to overall increased maintenance and repair services, specifically warranty
      services, and higher labor rates charged to customers than in 2004.




*Gross
      Profit* .
      Gross
      profit consists of gross revenues less our cost of sales and services. Gross
      profit in the three months ended December 31, 2005 was $27.3 million
      compared with the three months ended December 31, 2004 at $25.2 million.
      However, gross profit margin increased from 13.8% in the three months ended
      December 31, 2004 to 14.7% in the comparable period in 2005. This increase
      was primarily the result of a $2.3 million increase in our total
      revenues.




*Selling,
      General and Administrative Expenses* .
      Selling, general and administrative expenses, including depreciation and
      amortization, remained relatively consistent at $22.2 million, or 12.0% of
      revenues, in the three months ended December 31, 2005 compared to $22.1
      million, or 12.1% of revenues, in the comparable period in 2004. Historically,
      salary, commissions and benefits have comprised the majority of our total
      selling, general and administrative expenses and exceeded 50% of selling,
      general and administrative expenses in the three months ended December 31,
      2005.




*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses, including depreciation and amortization. Operating
      profit increased from $3.1 million in the three months ended December 31,
      2004 to $5.1 million in the comparable period in 2005, or 64.5%. This increase
      was due to increased total revenues.




*Interest
      Expense—Floor Plan Credit Facility and Senior Notes* .
      Interest expense increased from $5.3 million in the three months ended
      December 31, 2004 to $5.5 million in the comparable period in 2005. This
      was attributable to an increase in average rates and borrowings outstanding
      under our floor plan credit facility.




*Income
      Tax Benefit* .
      Income
      tax benefit decreased from $1.6 million in the three months ended
      December 31, 2004 to an income tax benefit of $0.2 million in the
      comparable period in 2005. This decrease was primarily attributable to improving
      the pre-tax loss of $2.2 million we experienced during the three-month period
      ended December 31, 2004 compared to pre-tax loss of $0.3 million during the
      fourth quarter of 2005.





***Results
      for 2005 Compared to the Results for 2004***





*Revenues* .
      Revenues increased from $799.7 million in 2004 to $804.2 million in 2005. This
      increase resulted primarily from increases in pre-owned unit sales and parts
      and
      service revenues.


-26-


*New
      Unit Sales* .
      Sales
      and rental of new vehicles for the year ended December 31, 2005 were $476.7
      million compared to $477.4 million for the year ended December 31, 2004.
      New vehicle unit sales, excluding wholesale, increased 176 units to 4,339 in
      2005. This increase in new unit sales primarily reflected an increase in towable
      products (422 units), specifically travel trailers, offset by a decrease of
      motorized products (246 units). The increase in travel trailers was due to
      the
      bulk travel trailer sales.





**Fiscal
                Year Ended****December
                31,****2004**
            
            **December
                31,****2005**Class
                A - Diesel
            
            1,542
            
            1,418Class
                A - Gas
            
            863
            
            697Class
                C
            
            275
            
            319Total
                Motorized
            
            2,680
            
            2,434Fifth
                Wheel
            
            
            687
            
            
            646Travel
                Trailer
            
            
            445
            
            
            443Bulk
                Travel Trailers
            
            
            351
            
            
            816Total
                Towable
            
            
            1,483
            
            
            1,905Total
                New Units
            
            
            4,163
            
            
            4,339




*Pre-Owned
      Unit Sales* .
      Pre-owned unit sales in 2005 were $263.7 million compared to $260.0 million
      in
      2004. Pre-owned unit sales, excluding wholesale, increased from 3,745 in 2004
      to
      4,211 in 2005. Overall pre-owned unit sales experienced an
      increase.





**Fiscal
                Year Ended****December
                31,****2004**
            
            **December
                31,****2005**Class
                A - Diesel
            
            1,156
            
            1,181Class
                A - Gas
            
            1,156
            
            1,029Class
                C
            
            414
            
            399Total
                Motorized
            
            2,726
            
            2,609Fifth
                Wheel
            
            388
            
            399Travel
                Trailer
            
            294
            
            891Other
            
            337
            
            312Total
                Towable
            
            
            1,019
            
            
            1,602Total
                Pre-Owned Units
            
            
            3,745
            
            
            4,211




*Finance
      and Insurance Related Revenues* .
      Finance, insurance and extended warranty related revenues decreased
      approximately 4.0% ($0.9 million) from $22.3 million in 2004 to $21.4 million
      in
      2005. Overall, insurance product revenues and finance commissions remained
      relatively flat. As a result of the relative increase in towable units as a
      proportion of new unit sales, we experienced a corresponding decrease in
      opportunities for earning financing revenues. Towable product customers finance
      less frequently than motorized customers and average less revenue when they
      do
      finance. Additionally, the bulk travel trailer sales were not eligible for
      financing.




*Parts,
      Service and Other Revenues* .
      Parts
      and service revenues were $42.3 million in 2005, an increase of $2.4 million
      from 2004. This represents an increase in retail and warranty sales and sales
      in
      2005, related to the increased unit sales experienced in 2005 and reflects
      higher labor rates charged to service customers in 2005 as compared to 2004.


-27-


*Gross
      Profit* .
      Gross
      profit consists of gross revenues less our cost of sales and services. Gross
      profit increased from $116.3 million in 2004 to $119.9 million in 2005, or
      3.1%.
      This increase was largely attributable to increased new and pre-owned unit
      volumes. Gross profit margin increased from 14.5% in 2004 to 14.9% in 2005.




*Selling,
      General and Administrative Expenses* .
      Selling, general and administrative expenses, including depreciation and
      amortization, increased from $90.4 million, or 11.3% of revenues, in 2004 to
      $92.0 million, or 11.4% of revenues, in 2005. This increase corresponded to
      increases in salary, commissions and benefits expenses, which increased
      primarily due to increased gross profit.




*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses and depreciation and amortization. Operating profit
      increased from $25.9 million in 2004 to $27.9 million in 2005. This increase
      was
      largely due to higher sales and gross profit as discussed above.




*Interest
      Expense—Floor Plan Credit Facility and Senior Notes* .
      Interest expense increased $6.6 million from $14.7 million in 2004 to $21.4
      million in 2005. This increase was attributable to our senior
      notes and an increase in average rates and borrowings outstanding under our
      floor plan credit facility.




*Income
      Tax Expense* .
      Income
      tax expense decreased from $3.4 million in 2004 to $2.5 million in 2005. This
      decrease was primarily attributable to pre-tax income of $6.5 million in 2005
      compared to pre-tax income of $11.2 million in 2004. Income tax expense in
      2004
      was also favorably impacted by the reversal of a $1.0 million tax reserve.




***Results
      for 2004 Compared to the Results for 2003***




*Revenues* .
      Revenues increased from $755.6 million in 2003 to $799.7 million in 2004. This
      increase resulted primarily from increases in new unit sales, offset by a
      decline in pre-owned unit sales.




*New
      Unit Sales* .
      Sales
      and rental of new vehicles for the year ended December 31, 2004 were $477.4
      million compared to $416.2 million for the year ended December 31, 2003.
      New vehicle unit sales, excluding wholesale, increased 694 units to 4,163 in
      2004. This increase in new unit sales primarily reflected an unprecedented
      increase in towable products (615 units), specifically travel trailers. Of
      the
      615 new towable products, 301 units were sold to FEMA for temporary housing
      for
      hurricane victims. We believe the balance of the increase was largely
      attributable to new first time buyers at lower price points and purchases of
      units unrelated to the FEMA programs in connection with customers who required
      temporary housing after the hurricanes.




*Pre-Owned
      Unit Sales* .
      Pre-owned unit sales in 2004 were $260.0 million compared to $278.6 million
      in
      2003. Pre-owned unit sales, excluding wholesale, decreased to 3,745 in 2004
      from
      3,961 in 2003. Overall pre-owned unit sales, with the exception of travel
      trailers, experienced a decrease. This decrease was largely attributable to
      newly introduced lower price points on new units which allowed consumers to
      purchase new units at comparable prices to pre-owned units in 2004. Wholesale
      units also experienced a decrease from 1,374 units in 2003 to 1,189 units in
      2004, or 13.5%. This represents a return to more normal levels of wholesale
      activity after working down higher wholesale inventories in 2003.


-28-


*Finance
      and Insurance Related Revenues* .
      Finance, insurance and extended warranty related revenues decreased
      approximately 1.0% ($0.2 million) from 2003 to $22.3 million in 2004. Overall,
      insurance product revenues and finance commissions remained relatively flat.
      As
      a result of the relative increase in towable units as a proportion of new unit
      sales, we experienced a corresponding decrease in opportunities for earning
      financing revenues. Towable product customers finance less frequently than
      motorized customers and average less revenue when they do finance. Additionally,
      the FEMA units sold were not eligible for financing.




*Parts,
      Service and Other Revenues* .
      Parts
      and service revenues were $39.9 million, an increase of $1.6 million from 2003.
      This represents an increase in retail and warranty sales and sales related
      to
      the increased unit sales experienced in 2004 and reflects higher labor rates
      charged to service customers in 2004 as compared to 2003.




*Gross
      Profit* .
      Gross
      profit consists of gross revenues less our cost of sales and services. Gross
      profit increased from $109.0 million in 2003 to $116.3 million in 2004, or
      6.7%.
      This increase was largely attributable to increased new unit volumes and
      increased margins in parts and service. Gross profit margin increased from
      14.4%
      in 2003 to 14.5% in 2004.




*Selling,
      General and Administrative Expenses* .
      Selling, general and administrative expenses, including depreciation and
      amortization, increased from $73.3 million, or 9.7% of revenues, in 2003 to
      $90.4 million, or 11.3% of revenues, in 2004. This increase corresponded to
      increases in salary, commissions and benefits expenses, which increased
      primarily due to increased gross profit as well as acquisition related expenses
      of approximately $6.6 million and amortization of acquired intangible assets
      of
      $3.8 million.




*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses and depreciation and amortization. Operating profit
      decreased from $35.7 million in 2003 to $25.9 million in 2004. This decrease
      was
      largely due to higher sales and gross profit offset by increased selling,
      general and administrative expenses as discussed above.




*Interest
      Expense—Floor Plan Credit Facility and Senior Notes* .
      Interest expense increased $9.0 million to $14.7 million in 2004. This increase
      was attributable to issuance of our 11 3 / 4 %
      senior
      notes.




*Income
      Tax Expense* .
      Income
      tax expense decreased from $4.5 million in 2003 to $3.4 million in 2004. This
      decrease was primarily attributable to pre-tax income of $11.2 million in 2004
      compared to pre-tax income of $29.9 million in 2003 along with the reversal
      of a
      deferred tax valuation allowance of $7.2 million in 2003. Income tax expense
      in
      2004 was also favorably impacted by the reversal of a $1.0 million tax reserve




**Liquidity
      and Capital Resources**




*Liquidity.* Historically, we have satisfied our liquidity needs through cash from operations
      and various borrowing arrangements. Principal liquidity needs have included
      the
      acquisition of inventory, salary and sales commissions, debt service
      requirements and other capital expenditures necessary to maintain our facility.
      Our cash requirements consist principally of scheduled payments of principal
      and
      interest on outstanding indebtedness (including indebtedness under our amended
      floor plan credit facility), capital expenditures, salary and sales commissions
      and lease expenses. Based upon our current level of operations, we believe
      that
      our cash flow from operations, available cash and available borrowings under
      our
      senior secured revolving credit facility will be adequate to meet our future
      liquidity needs for the next several years.




*Operating
      Activities.* Net cash
      provided by operating activities for 2005 was equal to $6.2 million,
      compared with net cash provided by operating activities of $2.8 million in
      2004. This increase in net cash provided by operating activities for 2005 was
      primarily the result of income taxes offset by decreased net income and
      increased receivables.


-29-


*Investing
      Activities.* Net cash
      used in investing activities for 2005 was $4.6 million, compared with net
      cash used in investing activities of $107.7 million in 2004. The decrease
      in net cash used in investing activities during 2005 versus 2004 was primarily
      the result of the Transactions in 2004.




*Financing
      Activities.* Net cash
      used in financing activities during 2005 was $1.9 million, compared to net
      cash generated from financing activities of $101.4 million during 2004. The
      decrease primarily resulted from the issuance of our 11 3 / 4 %
      senior
      notes, net of repayment of our then existing long-term debt in
      2004.




*Working
      Capital.* Working
      capital, including cash and cash equivalents, totaled approximately
      $23.4 million at December 31, 2005. We maintain sizable inventory in
      order to meet the expectations of our customers, and believe that we will
      continue to require working capital consistent with past experience.
      Historically, we have funded our operations with internally generated cash
      flow
      and borrowings. Changes in our working capital are driven primarily by our
      profit levels. Borrowings under our amended floor plan credit facility to
      finance our new vehicle inventory may not exceed (i) 100% of the factory
      invoices for the related vehicles, (ii) 85% of the wholesale value of all
      pre-owned inventory (as determined in accordance with National Automobile
      Dealers Association RV Industry Appraisal Guide, or appraised NADA value) for
      vehicles in the current through 7th prior model years and (iii) 65% of the
      appraised NADA value with respect to pre-owned vehicles in the 8th, 9th and
      10th
      prior model years. At times, we have made repayments on our existing floor
      plan
      credit facility using excess cash flow from operations.




Our
      principal sources of funds are cash flows from operating activities and
      available borrowings under our senior secured revolving credit facility and
      amended floor plan credit facility. We believe that these funds will provide
      us
      with sufficient liquidity and capital resources for us to meet our current
      and
      future financial obligations, including our scheduled principal and interest
      payments, as well as to provide funds for working capital, capital expenditures
      and other needs for at least the next twelve months. No assurance can be given,
      however, that this will be the case.





*Capital
      Expenditures.* Our
      capital expenditures include expenditures to extend the useful life of our
      current facilities and expand operations. Historically, our annual maintenance
      capital expenditures have been lower than our annual depreciation charge. In
      2005, we invested approximately $4.7 million in capital expenditures
      primarily to improve our facility, upgrade our information system and other
      maintenance capital expenditures. Our senior secured revolving credit facility
      and amended floor plan credit facility limit our ability to make capital
      expenditures in excess of $5.0 million per annum. Based on current
      estimates, management believes that the amount of capital expenditures permitted
      to be made under our senior secured revolving credit facility and amended floor
      plan credit facility will be adequate to grow our business according to our
      business strategy and to maintain the properties and business of our continuing
      operations.





*Debt
      Service.* As of
      December 31, 2005, we had (i) $12.5 million of availability after
      giving effect to a $2.5 million letter of credit outstanding under a letter
      of
      credit subfacility under our $15.0 million senior secured revolving credit
      facility and (ii) $74.6 million of borrowings outstanding under our
      $85.0 million amended floor plan credit facility, subject to customary
      conditions.




Borrowings
      under our senior secured revolving credit facility will generally bear interest
      based on a margin over, at our option, the base rate or the reserve-adjusted
      LIBOR. Our senior secured revolving credit facility is secured by first priority
      interests in, and mortgages on, substantially all of our tangible and intangible
      assets and first priority pledges of all the equity interests owned by us in
      any
      future domestic subsidiaries, other than a second priority lien on those assets
      which are pledged under our amended floor plan credit facility. The notes will
      mature in 2012. Interest on the notes is payable semi-annually in cash.


-30-


**Off-Balance
      Sheet Arrangements**




The
      Company purchases and sells new vehicles under various consignment arrangements,
      including one with a related party. During the term of this agreement, which
      commenced on December 29, 2001, the Company has purchased virtually all
      inventory that has been held under consignment. The total consigned inventory,
      which is not included in the Company’s balance sheets, approximated $17.4
      million and $19.9 million at December 31, 2005 and 2004, respectively.
      Total inventory purchased by the Company under this consignment arrangement
      totaled approximately $143 million and $141 million for the years ended
      December 31, 2005 and 2004, respectively.




Except
      as
      set forth above, at December 31, 2005, we had no off-balance sheet
      arrangements that have or are likely to have a material current or future effect
      on our financial condition, changes in financial condition, revenues or
      expenses, results of operations, liquidity, capital expenditures or capital
      resources.




**Contractual
      and Commercial Commitments Summary**




The
      following table sets forth our contractual and commercial commitments as of
      December 31, 2005:




**Payments
                Due by Period****Contractual
                Obligations**
            
            **Total**
            
            **Less than 1 year**
            
            **1-3
                years**
            
            **4-5
                years**
            
            **After
                5 years**Revolving
                line of credit
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Notes
                (1)
            
            
            145,403,374
            
            
            —
            
            
            —
            
            
            —
            
            
            145,403,374Operating
                lease obligations
            
            
            82,644,267
            
            
            5,305,388
            
            
            10,136,926
            
            
            9,675,393
            
            
            57,526,560Floor
                plan notes payable
            
            
            74,608,769
            
            
            74,608,769
            
            
            —
            
            
            —
            
            
            —Total
                contractual cash obligations
            
            $
            302,656,410
            
            $
            79,914,157
            
            $
            10,136,926
            
            $
            9,675,393
            
            $
            202,929,934




(1)  Does
      not
      reflect any potential redemptions by noteholders associated with any free cash
      flow offer made by the Company as described in Note 9 to the financial
      statements.


-31-


**Critical
      Accounting Policies**




*General.* This
      discussion and analysis of our financial condition and results of operations
      is
      based upon our financial statements included in this Form 10-K, which have
      been
      prepared in accordance with accounting principles generally accepted in the
      United States. The preparation of these financial statements requires us to
      make
      estimates and judgments that affect the reported amounts of assets, liabilities,
      revenues, expenses and related disclosure of contingent liabilities. We base
      our
      estimates on historical experience and on various other assumptions that are
      believed to be reasonable under the circumstances, the results of which form
      the
      basis for making judgments about the carrying value of assets and liabilities
      that are not readily apparent from other sources. Actual results may differ
      from
      these estimates under different assumptions or conditions.




We
      believe the following critical accounting policies affect our more significant
      judgments and estimates used in the preparation of the financial statements.
      A
      critical accounting policy is one which is both important to the portrayal
      of
      the company’s financial condition and results, and requires management’s most
      difficult, subjective or complex judgments, often as a result of the need to
      make estimates about the effect of matters that are inherently uncertain.




*LIFO
      Inventory Accounting.* Vehicle
      and parts inventories are recorded at the lower of cost or market, with cost
      determined by the last-in, first-out (“LIFO”) method. If the first-in, first-out
      (“FIFO”) method of inventory costing had been used, net income would have
      increased by approximately $1,523,000, $1,351,000 and $1,456,000 for the years
      ended December 31, 2005, 2004 and 2003, respectively.




*Purchase
      Accounting Effects.* The
      acquisition of Holdings by RV Acquisition was accounted for using the purchase
      method of accounting. As a result, the Acquisition will prospectively affect
      our
      results of operations in certain significant respects. The aggregate stock
      purchase consideration, less the assumption of liabilities plus estimated
      transaction expenses of approximately $12.3 million, was allocated to the
      tangible and intangible assets acquired and liabilities assumed by us based
      upon
      their respective fair values as of the date of acquisition. The allocation
      of
      the purchase price of the assets acquired in the Acquisition will result in
      an
      increase in our annual depreciation and amortization expense.




*Revenue
      Recognition.* Revenue
      from the sale of vehicles is recognized on delivery, transfer of title and
      completion of financing arrangements. Revenue from parts, sales and service
      is
      recognized on delivery of service or product. We receive a commission from
      the
      sale of insurance and vehicle service contracts to customers. In addition,
      we
      arrange financing for customers through various financial institutions and
      receive commissions. We may be charged back (“chargebacks”) a portion of the
      financing fees or vehicle service contract fees in the event of early
      termination of the contracts by customers. The revenues from financing fees
      and
      vehicle service contract fees are recorded at the time of the sale of the
      vehicles, net of a reserve for estimated future chargebacks based on historical
      operating results and the termination provisions of the applicable contracts.




*Major
      Supplier and Dealer Agreements.* We
      purchase substantially all of our new recreational vehicles and replacement
      parts from various manufacturers at the prevailing prices charged to all
      authorized dealers. We are subject to dealer agreements with each manufacturer.
      The manufacturer is entitled to terminate the dealer agreement if we are in
      material breach of their agreement terms.


-32-


**Recent
      Accounting Pronouncements**




See
      New
      Accounting Standards to be Adopted in Note 1 of Notes to Financial
      Statements.





**Inflation**




Although
      we cannot accurately anticipate the effect of inflation on our operations,
      we
      believe that inflation has not had, and is not likely in the foreseeable future
      to have, a material impact on our results of operations.




**Cyclicality**




Unit
      sales of RV vehicles historically have been cyclical, fluctuating with general
      economic cycles. During economic downturns, the RV retailing industry tends
      to
      experience similar periods of decline and recession as the general economy.
      We
      believe that the industry is influenced by general economic conditions and
      particularly by consumer confidence, the level of personal discretionary
      spending, fuel prices, interest rates and credit availability.




**Seasonality
      and Effects of Weather**




Our
      operations generally experience higher volumes of vehicle sales in the first
      and
      fourth quarters of each year due in part to consumer buying trends and our
      hospitable warm climate during the winter months. The service and parts business
      experiences relatively modest seasonal fluctuations.




We
      have a
      single location near Tampa, Florida, which is in close proximity to the Gulf
      of
      Mexico. As a single-site operator, a severe weather event such as a hurricane
      could cause severe damage to our property and inventory. In addition, such
      weather events can cause extended disruptions of our operations. In 2004 and
      2005, the coastal areas of Florida were evacuated on occasions due to
      hurricanes. While this did not materially impact our business or results of
      operations, we can provide no assurance that a future hurricane or other local
      disaster could not do so in the future. Although we believe we have adequate
      insurance coverage (including business interruption coverage), if we were to
      experience a catastrophic loss, we may exceed our policy limits and /or we
      may
      have difficulty obtaining similar insurance coverage in the future.




**ITEM 7A.
      QUANTITATIVE AND QUALITATIVE
      DISCLOSURE ABOUT MARKET RISK**




*Interest
      Rates.* We are
      exposed to market risk from changes in the interest rates on a significant
      portion of our outstanding indebtedness. Outstanding balances under our senior
      secured revolving credit facility bear interest at a variable rate based on
      prime or LIBOR as adjusted each interest period. There were no borrowings
      outstanding at December 31, 2005. Amounts outstanding under floor plan
      financing arrangements bear interest at a variable rate based on prime or LIBOR
      as adjusted each interest period. As of December 31, 2005, based on the
      aggregate amount of $74.6 million outstanding under our amended floor plan
      financing facility as of such date, a 100 basis point change in interest rates
      would have changed our annual floor plan interest expense by approximately
      $0.7 million.


-33-


We
      continually evaluate our exposure to interest rate fluctuations and follow
      established policies and procedures to implement strategies designed to manage
      the amount of variable rate indebtedness outstanding at any point in time in
      an
      effort to mitigate the effect of interest rate fluctuations on our earnings
      and
      cash flows.




Interest
      rate fluctuations affect the fair market value of our fixed rate debt, including
      the notes, but with respect to such fixed rate instruments, do not impact our
      earnings or cash flows.




*Foreign
      Currency Exchange Rates.* We
      currently have very limited exposure to exchange rate risk as we have very
      limited foreign operations. Nearly all of our new and pre-owned vehicle
      inventories are sourced domestically.


-34-




**ITEM 8.
      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**




**Index
      to Financial Statements**




Report
                of Independent Registered Public Accounting
                Firm
            36Financial
                Statements:Balance
                sheets as of December 31, 2005 and
                2004
            37Statements
                of income for the years ended
                December 31, 2005, 2004 and 2003
            39Statements
                of changes in stockholder’s equity
                (deficiency) for the years ended December 31, 2005, 2004 and
                2003
            40Statements
                of cash flows for the years ended
                December 31, 2005, 2004 and 2003
            41Notes
                to financial statements
            43Financial
                Statement Schedule:Schedule
                II: Valuation and Qualifying
                Accounts
            60




-35-


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**













Board
      of
      Directors


Lazy
      Days’ R.V. Center, Inc.


Seffner,
      Florida




We
      have
      audited the accompanying balance sheets of Lazy Days’ R.V. Center, Inc., a
      wholly owned subsidiary of LD Holdings, Inc., as of December 31, 2005 and 2004,
      and the related statements of income, changes in stockholder’s equity
      (deficiency) and cash flows for each of the three years in the period ended
      December 31, 2005.  Our audits also included the financial statement
      schedule listed in Item 15(a)(2). These financial statements and financial
      statement schedule are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements and
      financial statement schedule based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). 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 Lazy Days’ R.V. Center, Inc. as of
      December 31, 2005 and 2004, and the results of its operations and its cash
      flows
      for each of the three years in the period ended December 31, 2005 in conformity
      with U.S. generally accepted accounting principles. Also, in our opinion, the
      related financial statement schedule, when considered in relation to the basic
      financial statements taken as a whole, presents fairly, in all material
      respects, the information set forth therein.







Crowe
                Chizek and Company LLCFt.
                Lauderdale, FloridaJanuary 27,
                2006




-36-


**LAZY
      DAYS’ R.V. CENTER, INC., a wholly
      owned**


**subsidiary
      of LD Holdings, Inc.**


**BALANCE
      SHEETS**


**December 31,
      2005 and 2004**




**2005**
            
            
            **2004****ASSETS**Current
                assetsCash
            
            $
            4,726,164
            
            $
            5,103,556Receivables,
                net of allowance for doubtful accounts of
              $279,557
                in 2005 and $437,846 in 2004
            
            
            21,854,867
            
            
            14,195,639Refundable
                income taxes
            
            
            491,266
            
            
            7,503,869Inventories
            
            
            87,391,692
            
            
            85,960,847Prepaid
                expenses and other
            
            
            2,061,728
            
            
            1,820,220Deferred
                income taxes
            
            
            —
            
            
            1,105,220Total
                current assets
            
            
            116,525,717
            
            
            115,689,351Property
                and equipment, net
            
            
            37,168,221
            
            
            35,420,953Loan
                and other costs, net
            
            
            5,348,787
            
            
            6,658,442Goodwill
            
            
            104,865,672
            
            
            106,357,614Intangible
                assets, net
            
            
            77,690,313
            
            
            81,507,812Deferred
                income taxes
            
            
            2,180,727
            
            
            605,093Other
                assets
            
            
            242,792
            
            
            244,312Total
                assets
            
            $
            344,022,229
            
            $
            346,483,577




See
      accompanying notes to financial statements.




-37-


**LAZY
      DAYS’ R.V. CENTER, INC., a wholly owned**


**subsidiary
      of LD Holdings, Inc.**


**BALANCE
      SHEETS (Continued)**


**December 31,
      2005 and 2004**




**2005**
            
            **2004****LIABILITIES
                AND STOCKHOLDER’S EQUITY**Current
                liabilitiesFloor
                plan notes payable
            
            $
            74,608,769
            
            $
            69,576,130Current
                maturities of long-term debt
            
            
            147,374
            
            
            —Accounts
                payable and accrued expenses
            
            
            13,310,162
            
            
            17,398,775Accrued
                interest
            
            
            2,608,414
            
            
            2,596,272Reserve
                for chargebacks
            
            
            1,121,000
            
            
            1,125,000Customer
                deposits
            
            
            982,871
            
            
            932,988Deferred
                income taxes
            
            
            394,306
            
            
            —Total
                current liabilities
            
            
            93,172,896
            
            
            91,629,165Long-term
                debt, less current maturities
            
            
            143,790,776
            
            
            150,227,419Reserve
                for chargebacks
            
            
            964,000
            
            
            909,000Deferred
                rent
            
            
            1,802,460
            
            
            1,884,390Deferred
                income taxes
            
            
            32,776,649
            
            
            34,373,793Other
            
            
            18,428
            
            
            25,029Total
                liabilities
            
            
            272,525,209
            
            
            279,048,796Commitments
                and contingencies (Notes 7 and 12)Stockholder’s
                equityCommon
                stock, $.01 par value: 100 shares issued and outstanding
            
            
            1
            
            
            1Paid-in
                capital
            
            
            67,000,000
            
            
            67,000,000Retained
                earnings
            
            
            4,497,019
            
            
            434,780Total
                stockholder’s equity
            
            
            71,497,020
            
            
            67,434,781Total
                liabilities and stockholder’s equity
            
            $
            344,022,229
            
            $
            346,483,577




See
      accompanying notes to financial statements.




-38-


**LAZY
      DAYS’ R.V. CENTER, INC., a wholly owned**


**subsidiary
      of LD Holdings, Inc.**


**STATEMENTS
      OF INCOME**


**Years
      ended December 31, 2005, 2004 and 2003**






**2005**
            
            **2004**
            
            **2003**RevenuesNew
                vehicle
            
            $
            476,736,344
            
            $
            477,441,989
            
            $
            416,164,861Pre-owned
                vehicle
            
            
            263,742,360
            
            
            260,018,300
            
            
            278,592,113Parts,
                service and other
            
            
            42,327,278
            
            
            39,926,626
            
            
            38,371,515Finance
                and insurance
            
            
            21,392,249
            
            
            22,322,793
            
            
            22,510,708Total
                revenues
            
            
            804,198,231
            
            
            799,709,708
            
            
            755,639,197Cost
                of revenuesNew
                vehicle
            
            
            432,969,891
            
            
            435,993,484
            
            
            377,695,470Pre-owned
                vehicle
            
            
            233,279,554
            
            
            232,076,567
            
            
            253,147,071Parts,
                service and other
            
            
            18,057,467
            
            
            15,344,873
            
            
            15,842,339Total
                cost of revenues
            
            
            684,306,912
            
            
            683,414,924
            
            
            646,684,880Gross
                profit
            
            
            119,891,319
            
            
            116,294,784
            
            
            108,954,317Selling,
                general and administrative expenses
            
            
            91,963,731
            
            
            90,380,339
            
            
            73,265,114Interest
                expense
            
            
            21,378,239
            
            
            14,731,302
            
            
            5,777,119Income
                before income taxes
            
            
            6,549,349
            
            
            11,183,143
            
            
            29,912,084Income
                tax expense
            
            
            2,487,110
            
            
            3,354,432
            
            
            4,542,111Net
                income
            
            $
            4,062,239
            
            $
            7,828,711
            
            $
            25,369,973








See
      accompanying notes to financial statements.




-39-


**LAZY
      DAYS’ R.V. CENTER, INC., a wholly owned**


**subsidiary
      of LD Holdings, Inc.**


**STATEMENTS
      OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIENCY)**


**Years
      ended December 31, 2005, 2004 and 2003**




**Common
                Stock**
            
            **Preferred**
              **Stock**
            
            **Paid-in**
              **Capital**
            
            **Unearned**
              **ESOP
                Shares**
            
            **Retained**
              **Earnings**
              **(Deficit)**
            
            **Total**
              **Stockholder’s**
              **Equity (Deficiency)****Shares**
            
            **Amount**Balances,
                January 1, 2003
            
            
            1,727,377
            
            $
            17,275
            
            $
            9,862,464
            
            $
            2,616,872
            
            $
            (123,219,471
            )
            $
            (13,677,021
            )
            $
            (124,399,881
            )Net
                income
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            25,369,973
            
            
            25,369,973Release
                of ESOP shares
            
            
            —
            
            
            —
            
            
            —
            
            
            (2,616,872
            )
            
            8,240,161
            
            
            (4,701,772
            )
            
            921,517Decrease
                in ESOP guarantee purchase obligation of parent
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            849,497
            
            
            —
            
            
            849,497Tax
                benefit of ESOP
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            2,823,167
            
            
            2,823,167Acquisition
                of 10,197 shares of parent treasury stock
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (95,689
            )
            
            (95,689
            )Accumulated
                dividends on preferred stock
            
            
            —
            
            
            —
            
            
            812,984
            
            
            —
            
            
            —
            
            
            (9,847,025
            )
            
            (9,034,041
            )Balances,
                December 31, 2003
            
            
            1,727,377
            
            
            17,275
            
            
            10,675,448
            
            
            —
            
            
            (114,129,813
            )
            
            (128,367
            )
            
            (103,565,457
            )Net
                income
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            7,828,711
            
            
            7,828,711Release
                of ESOP shares
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            4,775,000
            
            
            (4,241,000
            )
            
            534,000Tax
                benefit of ESOP
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            1,696,400
            
            
            1,696,400Accumulated
                dividends on preferred stock
            
            
            —
            
            
            —
            
            
            322,399
            
            
            —
            
            
            —
            
            
            (3,682,057
            )
            
            (3,359,658
            )Sale
                of LD Holdings’ stock (Note 2)
            
            
            (1,727,277
            )
            
            (17,274
            )
            
            (10,997,847
            )
            
            —
            
            
            109,354,813
            
            
            (1,038,907
            )
            
            97,300,785Capital
                contributions of parent
            
            
            —
            
            
            —
            
            
            —
            
            
            67,000,000
            
            
            —
            
            
            —
            
            
            67,000,000Balances,
                December 31, 2004
            
            
            100
            
            
            1
            
            
            —
            
            
            67,000,000
            
            
            —
            
            
            434,780
            
            
            67,434,781Net
                income
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            4,062,239
            
            
            4,062,239Balances,
                December 31, 2005
            
            
            100
            
            $
            1
            
            $
            —
            
            $
            67,000,000
            
            $
            —
            
            $
            4,497,019
            
            $
            71,497,020




See
      accompanying notes to financial statements.




-40-


**LAZY
      DAYS’ R.V. CENTER, INC., a wholly owned**


**subsidiary
      of LD Holdings, Inc.**


**STATEMENTS
      OF CASH FLOWS**


**Years
      ended December 31, 2005, 2004 and 2003**




**2005**
            
            **2004**
            
            **2003**Cash
                flows from operating activitiesNet
                income
            
            $
            4,062,239
            
            $
            7,828,711
            
            $
            25,369,973Adjustments
                to reconcile net income to net cash from operating
                activitiesDepreciation
                of property and equipment
            
            
            2,867,072
            
            
            2,398,890
            
            
            2,171,254Depreciation
                of rental vehicle inventory
            
            
            3,230,241
            
            
            2,158,294
            
            
            —Amortization
                of intangible assets
            
            
            3,817,499
            
            
            3,792,188
            
            
            —Amortization
                and write-off of loan and other costs
            
            
            1,309,655
            
            
            3,646,801
            
            
            1,067,076Amortization
                of discount on long-term debt
            
            
            307,357
            
            
            150,219
            
            
            —(Gain)
                loss on sale of property and equipment
            
            
            31,815
            
            
            79,950
            
            
            (7,285
            )Loss
                on extinguishment of debt
            
            
            348,885
            
            
            —
            
            
            —Provision
                for doubtful accounts
            
            
            56,298
            
            
            205,865
            
            
            118,439Reserve
                for chargebacks
            
            
            51,000
            
            
            265,000
            
            
            201,000ESOP
                compensation expense
            
            
            —
            
            
            534,000
            
            
            921,517Tax
                benefit of ESOP
            
            
            —
            
            
            1,696,400
            
            
            2,823,167Deferred
                income taxes
            
            
            (95,721
            )
            
            (705,204
            )
            
            (8,337,675
            )Change
                in assets and liabilitiesReceivables
            
            
            (7,715,526
            )
            
            (690,846
            )
            
            964,617Inventories
            
            
            (4,661,086
            )
            
            (13,178,729
            )
            
            4,213,883Prepaid
                expenses and other
            
            
            (241,508
            )
            
            (48,998
            )
            
            (64,841
            )Refundable
                income taxes
            
            
            7,012,603
            
            
            (6,134,924
            )
            
            (1,368,945
            )Other
                assets
            
            
            (84,069
            )
            
            (54,558
            )
            
            (35,156
            )Restricted
                cash
            
            
            —
            
            
            624,349
            
            
            (500,146
            )Accounts
                payable, accrued interest, other accrued expenses and customer
                deposits
            
            
            (4,033,189
            )
            
            5,311,962
            
            
            (228,174
            )Income
                taxes payable
            
            
            —
            
            
            (1,632,557
            )
            
            (667,443
            )Deferred
                rent
            
            
            (81,930
            )
            
            184,540
            
            
            380,600Deferred
                compensation
            
            
            —
            
            
            (3,622,929
            )
            
            (467,299
            )Net
                cash from operating activities
            
            
            6,181,635
            
            
            2,808,424
            
            
            26,554,562Cash
                flows from investing activitiesProceeds
                from sale of property and equipment
            
            
            12,099
            
            
            4,696
            
            
            14,097Purchases
                of property and equipment
            
            
            (4,658,254
            )
            
            (3,515,503
            )
            
            (2,265,484
            )Net
                advance to parent
            
            
            —
            
            
            (104,147,631
            )
            
            —Net
                cash used in investing activities
            
            
            (4,646,155
            )
            
            (107,658,438
            )
            
            (2,251,387
            )




See
      accompanying notes to financial statements.


-41-


**LAZY
      DAYS’ R.V. CENTER, INC., a wholly owned**


**subsidiary
      of LD Holdings, Inc.**


**STATEMENTS
      OF CASH FLOWS (Continued)**


**Years
      ended December 31, 2005, 2004 and 2003**




**2005**
            
            
            **2004**
            
            
            **2003**Cash
                flows from financing activitiesNet
                borrowings (payments) under floor plan
            
            $
            5,032,639
            
            $
            17,530,149
            
            $
            (4,138,764
            )Issuance
                of long-term debt
            
            
            —
            
            
            150,077,200
            
            
            —Repayments
                of long-term debt
            
            
            (6,945,511
            )
            
            (57,815,551
            )
            
            (16,795,036
            )Issuance
                of ESOP distribution notes
            
            
            —
            
            
            —
            
            
            1,022,849Repayments
                of ESOP distribution notes
            
            
            —
            
            
            (1,230,768
            )
            
            (342,066
            )Loan
                and other costs
            
            
            —
            
            
            (7,183,371
            )
            
            —Purchase
                of treasury stock of parent
            
            
            —
            
            
            —
            
            
            (95,689
            )Net
                cash from (used in) financing activities
            
            
            (1,912,872
            )
            
            101,377,659
            
            
            (20,348,706
            )Net
                change in cash
            
            
            (377,392
            )
            
            (3,472,355
            )
            
            3,954,469Cash
                at beginning of year
            
            
            5,103,556
            
            
            8,575,911
            
            
            4,621,442Cash
                at end of year
            
            $
            4,726,164
            
            $
            5,103,556
            
            $
            8,575,911Supplemental
                disclosure of cash flow informationCash
                paid during the year for interest
            
            $
            21,366,097
            
            $
            12,653,815
            
            $
            5,872,727Cash
                paid (received) during the year for income taxes
            
            
            (4,429,772
            )
            
            10,130,717
            
            
            10,361,570Supplemental
                disclosure of non-cash investing and financing activitiesShares
                issued for accumulated dividends on preferred stock of
                parent
            
            
            —
            
            
            —
            
            
            9,034,041In
                connection with the acquisition of businessFair
                value of assets acquired
            
            $
            —
            
            $
            325,115,634
            
            $
            —Liabilities
                assumed
            
            
            —
            
            
            108,038,434
            
            
            —




See
      accompanying notes to financial statements.




-42-


**LAZY
      DAYS’ R.V. CENTER, INC., a wholly owned**


**subsidiary
      of LD Holdings, Inc.**


**NOTES
      TO FINANCIAL STATEMENTS**


**December 31,
      2005, 2004 and 2003**




**NOTE
      1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES**




Basis
      of Presentation: The
      financial statements include the accounts of Lazy Days’ R.V. Center, Inc. (“Lazy
      Days” or the “Company”), a wholly owned subsidiary of LD Holdings, Inc. (“LD
      Holdings”), a non-operating holding company. LD Holdings was acquired on
      May 14, 2004 by R.V. Acquisition, Inc. (“RV Acquisition”), a newly formed
      holding company owned by an affiliate of Bruckman, Rosser, Sherrill &
Co., Inc. (“BRS”) and certain original shareholders of LD Holdings (See Note 2).
      These financial statements include the accounts of Lazy Days and any obligations
      of LD Holdings that are pushed down to the subsidiary level. These obligations
      include the ESOP distribution notes, ESOP guarantee purchase obligation,
      unearned ESOP shares and the redeemable preferred stock - Class A (See Note
      14).




Business
      Operations :
      The
      Company sells and services new and pre-owned recreational vehicles and related
      parts and accessories. It also offers to its customers such ancillary services
      as extended service contracts and overnight campground facilities. The Company
      also arranges financing for vehicle sales through third-party financing sources.
      The majority of the vehicle receivables are due from financial institutions.




Major
      Suppliers and Dealer Agreements :
      The
      Company purchases substantially all of its new recreational vehicles and
      replacement parts from various manufacturers. The Company purchases new vehicles
      from four major suppliers which, including new vehicles purchased under
      consignment arrangements (See Note 12), represented approximately 81%, 86%
      and
      92% of the total cost of new vehicle revenues for the years ended
      December 31, 2005, 2004 and 2003, respectively.




The
      Company is subject to dealer agreements with each manufacturer. The manufacturer
      is entitled to terminate the dealer agreement if the Company is in material
      breach of their agreement terms.




Cash :
      Cash
      consists of a normal business checking account with its bank, the first $100,000
      of which is insured by an agency of the federal government.




Revenue
      Recognition :
      Revenue
      from the sale of vehicles is recognized on delivery, transfer of title and
      completion of financing arrangements. Revenue from parts sales and service
      is
      recognized on delivery of service or product. Rental revenue is recorded as
      unearned revenue at lease inception and recognized ratably over the term of
      the
      lease.




The
      Company receives commissions from the sale of insurance and vehicle service
      contracts to customers. In addition, the Company arranges financing for
      customers through various financial institutions and receives commissions.




The
      Company may be charged back (“chargebacks”) for financing fees, insurance or
      vehicle service contract commissions in the event of early termination of the
      contracts by the customers. The revenues from financing fees and commissions
      are
      recorded at the time of the sale of the vehicles and a reserve for future
      chargebacks is established based on historical operating results and the
      termination provisions of the applicable contracts.




-43-


Receivables :
      The
      Company sells to customers and arranges third-party financing as is customary
      in
      its industry. Interest is not normally charged on receivables. Management
      establishes an allowance for losses on its accounts based on historic loss
      experience and current economic conditions. Losses are charged to the allowance
      when management deems further collection efforts will not produce additional
      recoveries.




Inventories :
      Vehicle
      and parts inventories are recorded at the lower of cost or market, with cost
      determined by the last-in, first-out (“LIFO”) method. If the first-in, first-out
      (“FIFO”) method of inventory costing had been used, net income would have
      increased by approximately $1,523,000, $1,351,000 and $1,456,000 for the years
      ended December 31, 2005, 2004 and 2003, respectively.




Property
      and Equipment :
      Property and equipment are stated at cost less accumulated depreciation.
      Expenditures for maintenance and repairs are charged to expense in the period
      incurred. Betterments and additions are capitalized. Depreciation is provided
      under accelerated and straight-line methods over estimated useful lives for
      both
      financial reporting and income tax purposes. Useful lives range from 15 to
      25
      years for buildings and improvements and from 3 to 7 years for vehicles and
      equipment. Upon sale or retirement of items of property and equipment, the
      cost
      and related accumulated depreciation are eliminated from the accounts and the
      resulting gain or loss, if any, is reflected in earnings of the period of
      disposition.


Evaluation
      of Impairment of Long-Lived Assets :
      In
      accordance with Statement of Financial Accounting Standard (“SFAS”)
      No. 144, “Impairment or Disposal of Long-Lived Assets”, the Company
      evaluates the carrying value of long-lived assets whenever significant events
      or
      changes in circumstances indicate the carrying value of these assets may be
      impaired. The Company evaluates potential impairment of long-lived assets by
      comparing the carrying value of the assets to the expected net future cash
      flows
      resulting from the use of the assets. Management believes no material impairment
      of long-lived assets exists at December 31, 2005 and 2004.




Loan
      and Other Costs :
      Loan
      and other costs are amortized on a straight-line basis over the life of the
      related loans ranging from 2 1 / 2 to 8
      years. Unamortized loan costs of $2,645,685 were written off in connection
      with
      the refinancing of the Company’s long-term debt on May 14, 2004 and new
      loan costs of $7,183,371 were capitalized. Loan costs are presented net of
      accumulated amortization of approximately $1,835,000 and $525,000 at
      December 31, 2005 and 2004, respectively.




Fair
      Value of Financial Instruments :
      The
      Company’s financial instruments consist of cash, receivables and debt. Fair
      values of cash and receivables approximate carrying values for these financial
      instruments since they are relatively short-term in nature. The carrying amount
      of debt, except for the Company’s Senior Notes (See Note 9), approximates fair
      value due either to length of maturity or existence of variable interest rates
      that approximate prevailing market rates.




Advertising
      Costs :
      Advertising and promotion costs are generally charged to operations in the
      year
      incurred and totaled approximately $6,006,000, $4,820,000 and $4,373,000 for
      the
      years ended December 31, 2005, 2004 and 2003, respectively.




Segment
      Information :
      The
      Company follows the provisions of SFAS No. 131, “Disclosures about Segments
      of an Enterprise and Related Information”. Based upon definitions contained in
      SFAS No. 131, the Company has determined that it operates in one segment
      and has no international operations. The Company’s operating business delivers
      the same products and services to a common group. The Company’s customers are
      generally individuals. The Company’s business generally follows the same
      management and marketing strategies, and operates in a similar regulatory
      environment.


-44-


Income
      Taxes :
      Deferred income taxes are determined using the liability method. A valuation
      allowance, if necessary, is established to reduce net deferred tax assets to
      an
      amount that is more likely than not to be realized.




Use
      of
      Estimates in the Preparation of Financial Statements :
      The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those estimates.
      Significant estimates include the deferred tax valuation allowance, reserve
      for
      chargebacks and the allowance for doubtful accounts.




New
      Accounting Standards to be Adopted :
      On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued
      SFAS No. 123 (revised 2004), “Share-Based Payment.” This standard
      eliminated the alternative of accounting for share-based compensation using
      APB
      Opinion No. 25. The revised standard generally requires the recognition of
      the cost of employee services based on the grant date fair value of equity
      or
      liability instruments issued. The effective date for the Company is the
      beginning of the first quarter of 2006. The adoption of this standard is not
      expected to have any significant impact on the Company’s financial position,
      results of operations or cash flows.




**NOTE
      2 - ACQUISITION**




On
      May 14, 2004, RV Acquisition purchased all of the issued and outstanding
      shares of capital stock of LD Holdings for a total purchase price of $217.1
      million (the “Acquisition”). The Acquisition has been accounted for as a
      purchase and, accordingly, the acquired assets and liabilities assumed have
      been
      recorded at their estimated fair values at the date of acquisition and
      approximate the following:




Cash
            
            $
            6,438,002Other
                current assets
            
            
            85,649,891Property
                and equipment
            
            
            33,547,745Other
                assets
            
            
            639,011Loan
                and other costs
            
            
            7,183,371Intangible
                assets
            
            
            85,300,000Goodwill
            
            
            106,357,614Current
                liabilities
            
            
            (66,688,430
            )Other
                liabilities
            
            
            (5,443,754
            )Deferred
                income taxes
            
            
            (35,906,250
            )$
            217,077,200




-45-


Amortization
      expense related to intangible assets totaled $3,792,188 for the period
      May 14, 2004 to December 31, 2004 (See Note 6). In addition,
      depreciation expense related to the step-up in basis of property and equipment
      of $10,450,000 totaled approximately $295,000 for the period May 14, 2004
      to December 31, 2004.





The
      final
      allocation of the purchase price was completed during 2005 and resulted in
      a net
      $1,491,942 decrease in the excess purchase price allocated to goodwill. The
      decrease primarily related to the identification of a deferred tax asset for
      certain transaction costs deductible for tax purposes.




In
      connection with the Acquisition, the Company entered into a management services
      agreement with BRS and a shareholder of LD Holdings, whereby the parties agreed
      to provide general management services to the Company, as defined. In exchange
      for these services, the Company agreed to pay the parties an annual management
      fee equal to the greater of: 1.75% of the Company’s annual EBITDA, as defined,
      or $500,000. Management fee expense for the years ended December 31, 2005
      and 2004 was $726,081 and $321,108, respectively.




**NOTE
      3 - RECEIVABLES**




Receivables
      consist of the following:




**2005**
            
            **2004**Contracts
                in transit and vehicle receivables
            
            $
            15,522,299
            
            $
            8,716,717Manufacturer
                receivables
            
            
            5,419,335
            
            
            4,525,832Finance
                and other receivables
            
            
            1,192,790
            
            
            1,390,93622,134,424
            
            
            14,633,485Less:
                Allowance for doubtful accounts
            
            
            279,557
            
            
            437,846$
            21,854,867
            
            $
            14,195,639




Contracts
      in transit represent receivables from financial institutions for the portion
      of
      the vehicle sales price financed by the Company’s customers through financing
      sources arranged by the Company.


-46-


**NOTE
      4 - INVENTORIES**




Inventories
      consist of the following:




**2005**
            
            **2004**New
                recreational vehicles
            
            $
            62,449,704
            
            $
            57,996,423Pre-owned
                recreational vehicles
            
            
            25,822,589
            
            
            20,041,678Parts,
                accessories and other
            
            
            1,250,745
            
            
            1,322,87289,523,038
            
            
            79,360,973Less:
                LIFO reserve
            
            
            3,709,236
            
            
            1,252,53385,813,802
            
            
            78,108,440Rental
                recreational vehicles, less accumulated depreciation of $367,956
                in 2005
                and $2,060,039 in 2004
            
            
            1,577,890
            
            
            7,852,407$
            87,391,692
            
            $
            85,960,847




-47-


**NOTE
      5 - PROPERTY AND EQUIPMENT**




Property
      and equipment consist of the following:




**2005**
            
            **2004**Buildings
                and improvements
            
            $
            42,306,666
            
            $
            41,775,208Furniture
                and equipment
            
            
            8,983,175
            
            
            7,480,850Company
                vehicles
            
            
            370,224
            
            
            358,015Construction
                in progress
            
            
            2,198,289
            
            
            122,61753,858,354
            
            
            49,736,690Less:
                Accumulated depreciation and amortization
            
            
            16,690,133
            
            
            14,315,737$
            37,168,221
            
            $
            35,420,953




Depreciation
      expense of property and equipment aggregated $2,867,072, $2,398,890 and
      $2,171,254 for the years ended December 31, 2005, 2004 and 2003,
      respectively.




-48-


**NOTE
      6 - GOODWILL AND OTHER INTANGIBLE ASSETS**




Goodwill,
      totaling $104,865,672 at December 31, 2005 and $106,357,614 at December 31,
      2004, represents the excess of costs over fair value of net assets of businesses
      acquired (See Note 2). Pursuant to Statement of Financial Accounting Standards
      (“SFAS”) No. 142, *Goodwill
      and Other Intangible Assets* ,
      goodwill and intangible assets acquired in a purchase business combination
      and
      determined to have an indefinite life are not amortized, but instead tested
      for
      impairment at least annually. SFAS No. 142 also requires that intangible
      assets with estimable useful lives be amortized over their respective estimated
      useful lives and reviewed for impairment in accordance with SFAS No. 144, *Accounting
      for Impairment or Disposal of Long-Lived Assets* .





Changes
      in the carrying amount of goodwill during 2005 were as follows:





Balance,
                January 1, 2005
            
            $
            106,357,614Final
                purchase price allocation
            
            
            (1,491,942
            )Balance,
                December 31, 2005
            
            $
            104,865,672





Intangible
      assets (all acquired in connection with the acquisition described in Note 2)
      and
      the related accumulated amortization as of December 31, 2005 and 2004 are
      summarized as follows:




**2005**
            
            **2004****Gross
                Carrying Amount**
            
            **Accumulated**
              **Amortization**
            
            **Gross
                Carrying Amount**
            
            **Accumulated
                Amortization**Amortizable
                intangible assets:Manufacturer
                relationships
            
            $
            26,700,000
            
            $
            1,084,687
            
            $
            26,700,000
            
            $
            417,188Non-compete
                agreement
            
            
            9,000,000
            
            
            2,925,000
            
            
            9,000,000
            
            
            1,125,000Customer
                database
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,000
            
            
            2,250,00039,300,000
            
            
            7,609,687
            
            
            39,300,000
            
            
            3,792,188Unamortizable
                intangible assets:Trade
                names and trademarks
            
            
            46,000,000
            
            
            —
            
            
            46,000,000
            
            
            —$
            85,300,000
            
            $
            7,609,687
            
            $
            85,300,000
            
            $
            3,792,188




-49-


Amortizable
      intangible assets are being amortized using the straight-line method over 40
      years for manufacturer relationships, five years for the non- compete agreement
      and one year for the customer database. The weighted-average amortization period
      for all amortizable intangible assets acquired during 2004 is 28.4 years. Trade
      names and trademarks are considered to have indefinite useful lives and are
      not
      being amortized.




Amortization
      expense for the years ended December 31, 2005 and 2004 was $3,817,499 and
      $3,792,188, respectively. Estimated amortization expense for each of the
      subsequent five years ending December 31 is: 2006 - $2,467,500, 2007 -
      $2,467,500, 2008 - $2,467,500, 2009 - $1,342,500 and 2010 -
      $667,500.




**NOTE
      7 - LEASES**




The
      Company leases the land for its facilities from a related company under an
      operating lease arrangement which expires in 2022. The lease contains four
      five-year renewal options upon expiration of the original lease term and an
      option to purchase the land through May 14, 2011 for a purchase price of
      $42,000,000, adjusted for Consumer Price Index (“CPI”) increases. The lease
      required minimum monthly rental payments of approximately $309,000 through
      June 30, 2004 and $399,490 thereafter (subject to adjustments in 2008, 2013
      and 2018 for increases in the CPI) and provides that the lessee pays all
      property taxes and insurance. Rent is recognized straight-line over the life
      of
      the lease resulting in deferred rent during the earlier years of the lease.
      The
      Company is responsible for maintenance costs and betterments on the facilities.




The
      Company also leases various office and dealership equipment under operating
      leases. These leases have terms ranging from 39 months to 66 months and expire
      through 2010.




As
      of
      December 31, 2005, future minimum lease commitments are as follows:




**Related
                Party**
            
            **Third Parties**2006
            
            $
            4,793,880
            
            $
            511,5082007
            
            
            4,793,880
            
            
            368,0712008
            
            
            4,793,880
            
            
            181,0952009
            
            
            4,793,880
            
            
            83,2222010
            
            
            4,793,880
            
            
            4,4112011
                and thereafter
            
            
            57,526,560
            
            
            —$
            81,495,960
            
            $
            1,148,307




Rent
      expense was approximately$5,403,000, $4,933,000, and $4,552,000 for the years
      ended December 31, 2005, 2004 and 2003, respectively, including $4,793,880
      of related party rental expense in 2005, $4,500,208 in 2004 and $4,348,370
      in
      2003.


-50-


**NOTE
      8 - FLOOR PLAN NOTES PAYABLE**




Effective
      with the Acquisition, the Company amended its existing floor plan financing
      agreement with two financial institutions, collateralized by new and pre-owned
      recreational vehicles aggregating up to $85,000,000. The entire facility may
      be
      used to finance new vehicle inventory but only up to $26,000,000 may be used
      to
      finance pre-owned vehicle inventory. On October 28, 2004, the agreement was
      amended further to permit the Company to use floor plan credit to finance new
      vehicle inventory to be leased by the Company (“rental vehicle inventory”).
      Borrowings are not to exceed $5,000,000 in the aggregate for rental vehicle
      inventory or $35,000 per unit. The financial institutions collateralize all
      vehicles purchased under these agreements and all receivables generated from
      the
      sale of these vehicles. The interest rate charged (7.04% at December 31,
      2005) is based on the prime rate or LIBOR. Principal is due upon the sale of
      the
      respective vehicle.




The
      Company’s floor plan notes payable are subject to certain financial and
      restrictive covenants including debt service coverage ratio; current ratio;
      and
      limitations on lease rentals, certain executive compensation, capital
      expenditures, accounts payable, additional debt, liens, dividends,
      distributions, certain restricted investments, and certain other corporate
      activities, all as defined in the credit agreement. The Company was in
      compliance with all covenants at December 31, 2005.




Interest
      expense on the floor plan notes payable was approximately $3,565,000, $2,441,000
      and $2,566,000 for the years ended December 31, 2005, 2004 and 2003,
      respectively.




**NOTE
      9 - LONG-TERM DEBT**




Long-term
      debt consists of the following:





**2005**
            
            
            **2004**11.75%
                Senior Notes, due 2012, less unamortized discount of $1,465,224 in
                2005
                and $1,772,581 in 2004
            
            $
            143,938,150
            
            $
            150,227,419Current
                maturities
            
            
            (147,374
            )
            
            —Total
                long-term debt
            
            $
            143,790,776
            
            
            150,227,419





-51-


Concurrent
      with the Acquisition, the Company issued $152 million of unsecured, senior
      notes
      (the “Senior Notes”) through a private placement exempt from the registration
      requirements of the Securities Act. Subsequently, on December 6, 2004, the
      Company successfully completed the exchange of $137 million of its Senior Notes.
      The remaining Senior Notes totaling $15 million were ineligible for exchange.
      The Senior Notes mature May 15, 2012 and bear interest at an annual rate of
      11.75% payable each November 15 and May 15, to the registered holders
      at the close of business on November 1 and May 1 immediately preceding
      the interest payment date.




The
      Senior Notes rank pari passu with the Company’s existing and future senior debt.
      The Senior Notes are effectively subordinated to the Revolver and amended floor
      plan credit facility to the extent of the assets securing such debt.




The
      Company has the option to redeem the Senior Notes at any time before
      May 15, 2008, at a defined premium plus accrued and unpaid interest to the
      date of redemption.




The
      Company shall offer to repurchase Senior Notes from all holders, on a pro rata
      basis, to the extent of 50% (or 58% in the case of the six-month period ended
      December 31, 2004) of the Company’s free cash flow, as defined, for any
      six-month period ending on either June 30 or December 31 of any fiscal
      year, commencing with the six-month period ending December 31, 2004. To the
      extent the Company’s free cash flow for any six-month period is less than $1.0
      million, the Company may elect not to make a free cash flow offer for such
      period and, in lieu thereof, add such free cash flow to the amount of free
      cash
      flow for the next succeeding six-month period. The Company’s free cash flow
      offer approximated $160,000 for the six months ended December 31, 2005.




The
      Senior Notes’ indenture includes covenants that limit the ability of the Company
      to: incur additional debt, including sale and leaseback transactions; pay
      dividends or distributions on its capital stock or repurchase capital stock;
      issue stock of subsidiaries; make certain investments; create liens on its
      assets to secure debt; enter into transactions with affiliates; merge or
      consolidate with another company; and transfer and sell assets. As noted, the
      indenture contains a covenant to limit the incurrence of additional indebtedness
      as measured by its fixed charge coverage ratio, as defined. The Company may
      incur indebtedness on or before December 31, 2005 if this ratio is greater
      than 2.0 to 1.0 or greater than 2.25 to 1.0 if such indebtedness is incurred
      thereafter. Nevertheless, the Company will not incur pari passu indebtedness
      if
      the ratio is less than or equal to 2.5 to 1.0.




The
      Company estimates the fair value of the Senior Notes at December 31, 2005
      to be approximately $145.4 million, based on their publicly traded value at
      that
      date compared to a recorded amount of $143.9 million as of December 31,
      2005.




Effective
      with the Acquisition, the Company entered into a five-year senior secured
      revolving line of credit facility (the “Revolver”). The facility provides for
      borrowings up to $15 million, as defined, which includes a $10 million
      sub-facility for the issuance of letters of credit. There were no outstanding
      advances under the Revolver at December 31, 2005 or December 31, 2004. The
      Company had outstanding letters of credit amounting to $2,500,000 at
      December 31, 2005. Interest on outstanding advances is payable monthly and
      is based on the prime rate or LIBOR (8.25% at December 31, 2005).
      Borrowings under the Revolver are collateralized by substantially all of the
      Company’s assets.




Interest
      expense and related costs on long-term debt were approximately $17,813,000,
      $12,290,000 and $3,261,000 for the years ended December 31, 2005, 2004 and
      2003, respectively.


-52-


**NOTE
      10 - INCOME TAXES**




The
      components of the Company’s income tax expense are as follows:




**2005**
            
            **2004**
            
            **2003**CurrentFederal
            
            $
            3,636,468
            
            $
            2,017,826
            
            $
            8,745,528State
            
            
            523,894
            
            
            345,410
            
            
            1,311,0914,160,362
            
            
            2,363,236
            
            
            10,056,619DeferredFederal
            
            
            (1,510,936
            )
            
            (658,167
            )
            
            (1,056,175
            )State
            
            
            (162,316
            )
            
            (47,037
            )
            
            (77,798
            )Decrease
                in valuation allowance
            
            
            —
            
            
            —
            
            
            (7,203,702
            )(1,673,252
            )
            
            (705,204
            )
            
            (8,337,675
            )Tax
                benefit of ESOP deductions credited to paid-in capital
            
            
            —
            
            
            1,696,400
            
            
            2,823,167$
            2,487,110
            
            $
            3,354,432
            
            $
            4,542,111




-53-


A
      reconciliation of the provision for income taxes calculated using the statutory
      federal income tax rate (34% in 2005 and 35% in 2004 and 2003) to the Company’s
      income tax expense for the years ended December 31 is as follows:




**2005**
            
            **2004**
            
            **2003****Amount**
            
            **%**
            
            **Amount**
            
            **%**
            
            **Amount**
            
            **%**Provision
              for income taxes at statutory rate
            
            $
            2,226,779
            
            
            34.0
            %
            $
            3,914,100
            
            
            35.0
            %
            $
            10,469,229
            
            
            35.0
            %Non-deductible
                expenses
            
            
            10,128
            
            
            .2
            
            
            231,380
            
            
            2.1
            
            
            456,745
            
            
            1.5State
                income taxes, net of federal tax benefit
            
            
            238,641
            
            
            3.6
            
            
            193,942
            
            
            1.7
            
            
            801,640
            
            
            2.7Reversal
                of prior year tax reserves
            
            
            —
            
            
            —
            
            
            (1,000,000
            )
            
            (8.9
            )
            
            —
            
            
            —Other,
                net
            
            
            11,562
            
            
            .2
            
            
            15,010
            
            
            .1
            
            
            18,199
            
            
            .12,487,110
            
            
            38.0
            
            
            3,354,432
            
            
            30.0
            
            
            11,745,813
            
            
            39.3Change
                in deferred tax valuation allowance
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (7,203,702
            )
            
            (24.1
            )Income
                tax expense
            
            $
            2,487,110
            
            
            38.0
            %
            $
            3,354,432
            
            
            30.0
            %
            $
            4,542,111
            
            
            15.2
            %




-54-


The
      deferred tax assets and liabilities were as follows:





**2005**
            
            **2004**Deferred
                tax assets:Inventory
                and receivable allowances
            
            $
            224,014
            
            $
            262,630Reserve
                for chargebacks
            
            
            781,875
            
            
            762,750Other
                accrued liabilities
            
            
            223,628
            
            
            963,470Deferred
                rent
            
            
            675,923
            
            
            706,646Unearned
                rental income
            
            
            320,308
            
            
            963,392Depreciation
                and amortization
            
            
            154,072
            
            
            72,245Other,
                net
            
            
            193,721
            
            
            532,8492,573,541
            
            
            4,263,982Deferred
                tax liabilities:Prepaid
                expenses
            
            
            (236,549
            )
            
            (170,161
            )Inventories
            
            
            (2,383,508
            )
            
            (2,383,508
            )Property
                and equipment
            
            
            (3,642,782
            )
            
            (3,808,363
            )Intangible
                assets
            
            
            (27,300,930
            )
            
            (30,565,430
            )(33,563,769
            )
            
            (36,927,462
            )Net
                deferred tax assets (liabilities)
            
            $
            (30,990,228
            )
            $
            (32,663,480
            )Presented
                in the balance sheets as:Current
                deferred tax assets
            
            $
            —
            
            $
            1,105,220Long-term
                deferred tax assets
            
            
            2,180,727
            
            
            605,0932,180,727
            
            
            1,710,313Current
                deferred tax liabilities
            
            
            (394,306
            )
            
            —Long-term
                deferred tax liabilities
            
            
            (32,776,649
            )
            
            (34,373,793
            )(33,170,955
            )
            
            (34,373,793
            )$
            (30,990,228
            )
            $
            (32,663,480
            )





-55-


In
      assessing the realizability of deferred tax assets, management considers whether
      it is more likely than not that some portion or all of the deferred tax assets
      will not be realized. The Company provides a valuation allowance to offset
      portions of deferred tax assets due to uncertainty surrounding the future
      realization of such deferred tax assets. This valuation allowance is adjusted
      in
      the year management determines it is more likely than not that deferred tax
      assets will or will not be realized. The valuation allowance of $7,203,702
      established at December 31, 2002 was fully reversed in 2003 based on
      management’s assessment of the Company’s current and future profitability.




As
      a
      matter of course, the Company is regularly audited by various taxing authorities
      and, from time to time, these audits result in proposed assessments where the
      ultimate resolution may result in the Company owing additional taxes. The
      Company believes that its tax positions comply with applicable tax law and
      that
      it has adequately provided for the likely outcome related to these matters.
      Included in income taxes payable at December 31, 2005 and 2004 is
      approximately $.5 million associated with these matters. During the year ended
      December 31, 2004, the Company reversed $1.0 million of tax reserves
      established in certain prior years following the filing of amended income tax
      returns for those years and payment of the additional tax liabilities due
      thereon.




**NOTE
      11 - EMPLOYEE BENEFIT PLANS**




Effective
      with the Acquisition, LD Holdings’ employee stock ownership plan (“ESOP”) was
      terminated and all corresponding obligations were paid.




The
      Board
      of Directors determined its contribution annually. All transactions relative
      to
      the ESOP were funded by Lazy Days and, as a result, the ESOP obligations were
      recorded on the financial statements of Lazy Days. The ESOP borrowed funds
      from
      Lazy Days to purchase shares of Class A common stock from the former
      majority stockholder of Lazy Days on July 19, 1999. These shares were held
      by the ESOP in the ESOP trust’s suspense account and were allocated to
      individual ESOP participants as the loan was repaid. The loan obligation of
      the
      ESOP of $95,523,365 at December 31, 2003 was considered unearned employee
      ESOP shares and, as such, was recorded as a reduction of the Company’s
      stockholder’s equity. The Company’s contributions to the ESOP, plus any
      dividends paid on unallocated shares held by the ESOP, were used to repay the
      loan principal and interest. Both the loan obligation and the unearned ESOP
      shares were reduced by the amount of the loan principal repayments made by
      the
      ESOP. The ESOP compensation expense totaled $534,000 and $921,517 for the years
      ended December 31, 2004 and 2003, respectively. The compensation expense
      was computed based upon the fair value of the ESOP shares committed to be
      released to participants for the relevant year. The number of ESOP shares
      committed to be released to participants totaled 46,883 and 80,906 shares for
      the years ended December 31, 2004 and 2003, respectively.




Effective
      January 1, 2003, the Company established a profit sharing plan with 401(k)
      provisions (the “Plan”). The Plan covers substantially all employees. The Plan
      allows employee contributions to be made on a salary reduction basis under
      Section 401(k) of the Internal Revenue Code. Under the 401(k) provision,
      the Company makes discretionary matching contributions equal to 50% of the
      employees’ contribution not to exceed 4% of employee pre-tax deferrals. Company
      contributions to the Plan for the years ended December 31, 2005, 2004 and
      2003 were approximately $523,000, $473,000 and $197,000 respectively.




**NOTE
      12 - COMMITMENTS AND CONTINGENCIES**




The
      Company purchases and sells new vehicles under various consignment arrangements,
      including one with a related party. During the term of this agreement, which
      commenced on December 29, 2001, the Company has purchased virtually all
      inventory that has been held under consignment. The total consigned inventory,
      which is not included in the Company’s balance sheets, approximated $17.4
      million and $19.9 million at December 31, 2005 and 2004, respectively.
      Total inventory purchased by the Company under this consignment arrangement
      totaled approximately $143 million, $141 million and $111 million for the years
      ended December 31, 2005, 2004 and 2003, respectively.




Employment
      agreements exist between the Company and its three senior officers which expire
      five years from the date of the Acquisition. The agreements may continue on
      terms mutually agreeable to the parties. The agreements detail various matters
      including but not limited to base compensation and bonus compensation.


-56-


In
      addition, concurrent with the Acquisition, the Company entered into a
      non-competition agreement with its current Chairman of the Board and a
      shareholder of LD Holdings, whereby the Chairman agreed not to engage in any
      business competing with the businesses of the Company for a period of five
      years
      following the Acquisition, or if later, three years following termination of
      employment with the Company. In consideration thereof, the Chairman will be
      paid
      $2 million per year so long as he continues to remain employed by the Company
      or
      serves as a member of the board of directors of the Company, LD Holdings or
      RV
      Acquisition, as defined.




The
      Company is a party to numerous legal proceedings that arise in the ordinary
      course of business. The Company has certain insurance coverage and rights of
      indemnification. The Company does not believe that the ultimate resolution
      of
      these matters will have a material adverse effect on the Company’s business,
      results of operations, financial condition, or cash flows. However, the results
      of these matters cannot be predicted with certainty and an unfavorable
      resolution of one or more of these matters could have a material adverse effect
      on the Company’s business, results of operations, financial condition, and/or
      cash flows.




**NOTE
      13 - DEFERRED COMPENSATION**




Effective
      with the Acquisition, the Company’s obligations under its Phantom Stock Plan and
      Supplemental Phantom Stock Plan were paid in full.




The
      Company’s Phantom Stock Plan benefits vested to participants over a 60-month
      period from the termination date or in the event of the death or disability,
      provided that the participant was actively employed by the Company on the day
      prior to that event, or upon the 65 th birthday
      of a participant, provided that such was employed by the Company at least ten
      years. The plan was terminated on August 6, 2002 and the value of all
      accrued and future benefits thereunder, as calculated based on a formula
      described in the plan as of December 31, 2001, were to be paid to
      participants over a specified time and subject to certain conditions. Payments
      made relative to the liquidation of the plan totaled approximately $705,000
      in
      2004 and $646,000 in 2003.




The
      Company’s Supplemental Phantom Stock Plan was to be paid after the Class A
      Preferred shares are redeemed. The Company was required to deposit five percent
      of this total liability in a separate restricted cash account every quarter
      for
      20 quarters, and all interest earned in this separate account is to be remitted
      to the beneficiaries of the plan upon payout of the plan benefit. The plan
      was
      also terminated on August 6, 2002. Payments made relative to the
      liquidation of the plan totaled approximately $2.2 million in 2004.




In
      2004
      and 2003, the Company recorded expense of approximately $1,088,000 and $178,000,
      respectively, related to these phantom stock plans.




-57-


**NOTE
      14 - LD HOLDINGS AND RV ACQUISITION**




The
      balance sheets of LD Holdings, a wholly owned subsidiary of RV Acquisition,
      consisted of the following at December 31, 2005 and 2004:




**2005**
            
            **2004**ASSETSInvestment
                in Lazy Days
            
            $
            71,497,020
            
            $
            67,434,781STOCKHOLDER’S
                EQUITYCommon
                stock, Class A
            
            $
            1
            
            $
            1Paid-in
                capital
            
            
            67,000,000
            
            
            67,000,000Retained
                earnings
            
            
            4,497,019
            
            
            434,780Total
                stockholder’s equity
            
            $
            71,497,020
            
            $
            67,434,781




The
      Class A Preferred stock of LD Holdings, which was redeemed on May 14,
      2004, paid a 12% cumulative dividend, compounded quarterly, and was senior
      to
      all other equity. It was convertible into the common equity of LD Holdings,
      at
      any time, equal to the number of shares being converted divided by 7.0267751
      and
      votes on an “as converted” basis. The dividends were paid in additional
      Class A Preferred stock, in arrears, prior to the date on which all debt of
      the Company has been repaid and in cash, in arrears, thereafter. LD Holdings
      was
      required to redeem, at a price of $1 per share, all Class A Preferred stock
      on the earlier of the following specified dates: (1) August 2, 2007 or
      (2) the 90 th day
      following the full payment of all debt.




The
      Class
      B Preferred stock of LD Holdings, which was redeemed on May 14, 2004, paid
      an 8% cumulative dividend, compounded quarterly, in additional Class B Preferred
      stock, in arrears, and was senior to the common equity of LD Holdings. It was
      convertible into the common equity of LD Holdings equal to the number of shares
      being converted divided by the current per share fair value of LD Holdings’
common stock, at any time or automatically upon the consummation of the sale
      of
      LD Holdings or the conversion of 50% of the originally issued Class A
      Preferred shares, into the common equity of LD Holdings. The Class B Preferred
      stock voted on the basis of 200% of its “as converted” basis. The dividends are
      to be paid at the redemption price only after all Company debt has been paid.


-58-


The
      balance
      sheets of RV Acquisition consisted of the following at December 31, 2005
      and 2004:




**2005**
            
            **2004**ASSETSInvestment
                in LD Holdings
            
            $
            71,497,020
            
            $
            67,434,781STOCKHOLDERS’
                EQUITYPreferred
                stock, Series A, including accrued dividends of $15,340,912 in 2005
                and
                $5,552,548 in 2004
            
            $
            77,340,912
            
            $
            67,552,548Common
                stock, $.01 par value
            
            
            50,000
            
            
            50,000Paid-in
                capital
            
            
            4,950,000
            
            
            4,950,000Accumulated
                deficit
            
            
            (10,843,892
            )
            
            (5,117,767
            )Total
                stockholders’ equity
            
            $
            71,497,020
            
            $
            67,434,781




The
      Series A Preferred stock of RV Acquisition accrues dividends at a rate of
      14% per annum, compounded semi-annually. Dividends on the Series A
      Preferred Stock are not required to be paid in cash and accrue whether or not
      declared and whether or not there are profits, surplus or other funds legally
      available for payment of the dividend. Accrued and unpaid dividends on the
      Series A Preferred Stock aggregated $15,340,912 at December 31, 2005 and
      $5,552,548 at December 31, 2004. Upon a sale of the Company, the holders of
      Series A Preferred Stock have the right to request RV Acquisition to redeem
      their shares at a price equal to the initial purchase price plus any accrued
      and
      unpaid dividends thereon. Similarly, BRS (as holder of the majority of the
      Series A Preferred Stock) has the right, upon certain change of control
      transactions, to have such transactions treated as a liquidation event, as
      a
      result of which all shares of Series A Preferred Stock will be redeemed at
      a
      price equal to the initial purchase price plus any accrued and unpaid dividends
      thereon.




Effective
      August 20, 2004, RV Acquisition established a nonqualified stock option
      plan (the “Plan”) for certain of its directors, officers, consultants and
      employees. The Plan is administered by the Board of Directors or a committee
      designated by the Board. The Board of Directors may grant options and establish
      the option term, vesting period and exercise price. The maximum number of shares
      to which options may be granted shall not exceed 606,061 and expire no later
      than ten years from the date of grant. In August 2004, the Board of Directors
      granted an aggregate of 363,636 stock options to three key employees at an
      exercise price of $1 per share, and an additional 20,000 stock options were
      granted to a key employee at an exercise price of $1 per share in November
      2004.
      The options vest 20% per year commencing one year following the grant date.




RV
        Acquisition accounts for its stock options using the intrinsic value method
        of
        Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
        Employees”. Had RV Acquisition accounted for its stock options under the
        provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, as
        amended by SFAS No. 148, “Accounting for Stock-Based Compensation -
        Transition and Disclosure”, pro forma net income for the years ended
        December 31, 2005 and 2004, computed under the minimum value method of SFAS
        No. 123, would not have differed significantly from its reported net income
        for 2005 and 2004.


-59-




**Financial
      Statement Schedule**




**LAZY
      DAYS’ R.V. CENTER, INC.**


**Schedule
      II: Valuation and Qualifying Accounts**




**Column
                A**
              **Description**
            
            
            **Column
                B**
              **Balance
                at**
              **Beginning
                of**
              **Period**
            
            
            **Column
                C**
              **Additions**
              **Charged
                to**
              **Costs**
              **and
                Expenses**
            
            
            **Column
                D**
              **Deductions**
            
            
            **Column
                E**
              **Balance
                at**
              **End
                of**
              **Period****Year
                ended December 31, 2005:**Reserves
                and allowances deducted from asset accounts:Allowance
                for doubtful receivables
            
            $
            438,000
            
            $
            56,000
            
            $
            214,000
            
            $
            280,000Reserves
                which support the balance sheet caption, reserves:Reserve
                for chargebacks
            
            $
            2,034,000
            
            $
            2,539,000
            
            $
            2,488,000
            
            $
            2,085,000**Year
                ended December 31, 2004:**Reserves
                and allowances deducted from asset accounts:Allowance
                for doubtful receivables
            
            $
            322,000
            
            $
            206,000
            
            $
            90,000
            
            $
            438,000Reserves
                which support the balance sheet caption, reserves:Reserve
                for chargebacks
            
            $
            1,769,000
            
            $
            2,927,000
            
            $
            2,662,000
            
            $
            2,034,000**Year
                ended December 31, 2003:**Reserves
                and allowances deducted from asset accounts:Allowance
                for doubtful receivables
            
            $
            234,000
            
            $
            118,000
            
            $
            30,000
            
            $
            322,000Reserves
                which support the balance sheet caption, reserves:Reserve
                for chargebacks
            
            $
            1,568,000
            
            $
            2,826,000
            
            $
            2,625,000
            
            $
            1,769,000




All
      other
      schedules for which provision is made in the applicable accounting regulations
      of the Commission are not required under the related instructions or are
      inapplicable and, therefore, have been omitted.


-60-


**ITEM 9.
      CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**




None.




**ITEM 9A.
      CONTROLS AND PROCEDURES**




As
      of and
      for the period ended December 31, 2005, we performed an evaluation under the
      supervision and with the participation of our management including the chief
      executive officer and the chief financial officer, of the effectiveness of
      our
      disclosure controls and procedures. Based on that evaluation, our management,
      including the chief executive officer and chief financial officer, concluded
      that our disclosure controls and procedures were effective. There have been
      no
      changes in internal control over financial reporting during our fourth fiscal
      quarter that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting.




**ITEM 9B.
      OTHER INFORMATION**




None.




-61-


**PART
      III**




**ITEM 10.
      DIRECTORS AND EXECUTIVE OFFICERS OF THE
      REGISTRANT**




The
      following table sets forth the names, ages and a brief account of the business
      experience of each person who is a director or executive officer of Lazydays
      as
      of the date hereof.




**Name**
            **Age**
            **Position**John
                Horton
            47
            Chief
                Executive OfficerChuck
                Thibault
            50
            Chief
                Financial OfficerStewart
                Schaffer
            54
            Chief
                of Marketing and CommunicationsPat
                Overby
            44
            General
                Manager, SalesSteve
                Ratcliff
            52
            Finance
                and Insurance ManagerBob
                Grady
            51
            Director
                of Service and PartsLinda
                Stephens
            30
            Director
                of Corporate Reporting and Investor RelationsDon
                Wallace
            57
            Director
                and ChairmanCharles
                Macaluso
            62
            DirectorThomas
                Baldwin
            47
            Director
                and Compensation Committee ChairmanStephen
                Sherrill
            53
            DirectorMichael
                Salvati
            53
            Director
                and Audit Committee ChairmanThomas
                Donnelly
            49
            DirectorThomas
                Millner
            52
            Director




*John
      Horton* began
      working with us in 2001 as Chief Operating Officer. In August 2005, he was
      appointed Chief Executive Officer. In his current capacity Mr. Horton
      oversees the ongoing operations and develops future plans for the Company.
      From
      2000 to 2001, Mr. Horton served as Executive Vice President of Aavid
      Thermalloy, a manufacturer of thermal management products. From 1996 to 2000,
      Mr. Horton held positions as CEO and CFO of IPM Service Corporation, a
      manufacturer of automotive aftermarket products. Mr. Horton earned a BBA
      from the University of Michigan and an MBA from the University of Texas.





*Chuck
      Thibault* joined
      us in 1980 and has been our top financial manager since that time. Prior to
      joining the Company, Mr. Thibault earned a BA in Accounting, with honors,
      from the University of South Florida and accumulated three years of dealership
      experience. His current responsibilities include leading all of the accounting,
      financial analysis and legal functions of the Company.


-62-


*Stewart
      Schaffer* joined
      us in 2000 and serves as our Chief Marketing and Communications Officer.
      Mr. Schaffer leads the Company’s efforts to maximize sales opportunities
      through promotions, events, publications, the Lazydays website, rallies and
      other marketing activities. From 1987 to 2000, Mr. Schaffer served in
      executive marketing capacities for ClubCorp International, becoming Corporate
      Vice President of Marketing in 1994. Prior to that Mr. Schaffer held
      various senior marketing positions at American Express Company and International
      Paper Company. Mr. Schaffer earned a BS and an MBA from the Wharton School
      of the University of Pennsylvania.




*Patrick
      Overby* ,
      General
      Manager of Sales, joined Lazydays in 1991 as a sales associate. Mr. Overby
      received the following promotions during his career at Lazydays: Training and
      Recruiting Manager (1994), Sales Desk Manager (1996), Director of Financial
      Services (1998), Assistant General Manager of Sales (2000) and General Sales
      Manager (2005). Mr. Overby has held Sales Manager, General Sales Manger and
      General Manager positions with three other companies in the RV industry since
      his introduction in 1979 to the industry when he worked part-time in the Finance
      Department while finishing M.B.A. studies at Florida Technological University.
      As General Sales Manager, Mr. Overby is responsible for all Sales operations
      including Sales production, inventory, training and recruitment and supplier
      relations.




*Steve
      Ratcliff* joined
      the Company in 1991 as the Finance and Insurance Manager. Prior to joining
      us,
      Mr. Ratcliff held the position of Regional Vice President with Canada and
      Associates, a company that sells financial products to dealerships.
      Mr. Ratcliff has previously managed the finance and insurance departments
      of several automotive dealerships. Mr. Ratcliff is responsible for
      maintaining our relationships with our lending partners and securing the best
      financing terms and insurance products for our customers. Mr. Ratcliff earned
      a
      BS in Finance from West Virginia University.





*Bob
      Grady* has been
      with Lazydays since 2002 in Service and Parts management roles. In 2004
      Mr. Grady was promoted to Director of Service and Parts where he is
      responsible for all of the Company’s service operations. Prior to Lazydays,
      Mr. Grady spent six years in the automotive parts aftermarket in
      operational and general management capacities, most recently with a supplier
      to
      Ford and General Motors. Before that, he held operational and financial
      management positions in the computer manufacturing industry. Mr. Grady
      holds a BS in Administration and an MBA. His areas of specialization include
      process improvement and materials management.




*Linda
      Stephens* joined
      the Company in 2004 as the Director of Corporate Reporting and Investor
      Relations. Mrs. Stephens is a Certified Public Accountant (CPA), as
      designated by the State of Florida and before joining us, served as a manager
      with a regional CPA firm. Mrs. Stephens is responsible for investor
      relations and all corporate reporting. Mrs. Stephens holds a BS degree in
      Accounting from the University of South Florida.





*Don
      Wallace* ,
      along
      with his brother and father, founded the Company in 1976. Mr. Wallace is
      widely recognized throughout the RV industry as an innovator in RV retailing,
      having pioneered the supercenter concept. He currently oversees the sales,
      finance and marketing operations and spends a large portion of his time working
      with the various training programs and developing future plans for the Company.
      Mr. Wallace had the distinct honor of being recognized as the RV Executive
      of the Year in 1993 by RV News magazine and in 2004 as the “Florida Entrepreneur
      of the Year” by Ernst & Young LLP.




*Charles
      Macaluso* is a
      founding principal and the Chief Executive Officer of Dorchester Capital
      Advisors (formerly East Ridge Consulting, Inc.), a management consulting and
      corporate advisory firm founded in 1996. From March 1996 to June 1998, Mr.
      Macaluso was a partner at Miller Associates, Inc., a company principally
      involved in corporate workouts. From 1989 to 1996, Mr. Macaluso was a partner
      at
      The Airlie Group, LLP, a fund specializing in leveraged buyout, mezzanine and
      equity investments. Mr. Macaluso currently serves as Chairman of the Board
      of
      O’Sullivan Industries, Inc. where he also serves as Chairman of the compensation
      committee and as a member of the audit committee. He is the Chairman of the
      Board for GEO Special Chemicals and serves as a member of the compensation
      committee. He is also a director of Global Crossing, Inc., where he serves
      on
      the executive committee He is lead Director and member of the compensation
      committee for Darling International and Board of Director member for
      ICG-Holliston Industries.


-63-


*Thomas
      Baldwin* joined
      BRS as a Managing Director in 2000. From 1988 to 1995, he served as Vice
      President and then Managing Director of The INVUS Group, Ltd., a private equity
      investment firm. Prior to that he was a consultant with the Boston Consulting
      Group, a strategy consulting firm. Mr. Baldwin received a BBA from Siena
      College and his MBA from Harvard Business School. Mr. Baldwin is a director
      of Totes Isotoner Corporation, Eurofresh, Inc. and The Sheridan Group, Inc.




*Stephen
      Sherrill* is a
      founder and Managing Director of BRS. Previously, he was an officer of Citicorp
      Venture Capital, or CVC, from 1983 through 1994. Prior to joining CVC, he was
      an
      associate at the New York law firm of Paul, Weiss, Rifkind, Wharton &
Garrison LLP He earned his BA at Yale University and his JD at Columbia Law
      School. Mr. Sherrill is a director of Airxcel Holdings, Inc., B&G
      Foods, Inc. and Remington Arms Company, Inc.




*Michael
      Salvati* has been
      a principal at Oakridge Consulting since 2000, where he provides financial
      consulting and interim management services for various companies. During this
      time, Mr. Salvati has served as the Chief Financial Officer of AMIS
      Holdings, Inc., a designer and manufacturer of semiconductor products
      through its subsidiary, AMI Semiconductor, Inc. since February 2004
      after working as a consultant for them since November 2003. He also served
      as Chief Financial Officer of Global Exchange Services from November 2002
      to August 2003. Prior to founding Oakridge Consulting, Mr. Salvati
      served as Chief Operating Officer at National Financial Partners from 1998
      to
      2000. Mr. Salvati has over 25 years of financial and business
      experience, including as a partner at KPMG LLP and Chief Financial Officer
      of
      Culligan Water Technologies, Inc. Mr. Salvati holds both a B.S. in
      Microbiology and M.S. in Accounting from the University of Illinois in
      Champaign-Urbana.




*Thomas
      Donnelly* is
      currently a partner with Landmark Partners, specializing in financial services,
      Kentucky Outdoor Advertising and Hard Ten Group. In 1971 Mr. Donnelly
      joined Camping World, Inc. where he served as Chief Executive Officer from
      1986
      until 2002. Camping World is the world’s largest retailer of RV accessories,
      supplies and services. Mr. Donnelly is also a Director of Branch
      Bank & Trust (BB&T), Girls, Inc. and Southern Kentucky Soccer
      Association, all of Bowling Green, Kentucky.




*Thomas
      Millner* is
      currently the Chief Executive Officer of Remington Arms Company, Inc. He also
      served as the company’s President, Chief Operating Officer, and Director from
      1994 until 1999. In 1987 Mr. Millner joined Pilliod Cabinet Company, a
      leading producer of opening price point bedroom wall systems, and living room
      tables. In 1990 he was named Chief Executive Officer where he served until
      Pilliod was sold to LADD Furniture in 1994. From 1976 until 1987
      Mr. Millner held various sales and management positions with Broyhill and
      Thomasville Furniture Industries. Mr. Millner holds a BA with Honors from
      Randolph Macon College where he was admitted into Phi Beta Kappa.
      Mr. Millner is a Director of Stanley Furniture (NASDAQ:STLY) and serves as
      Chairman of the Audit Committee. Mr. Millner is also a director of Atlanta
      Belting Company and Remington Arms Company, Inc.


-64-


**ITEM 11.
      EXECUTIVE COMPENSATION**




**Executive
      Compensation**




The
      following summarizes, for the year indicated, the principal components of
      compensation for our Chief Executive Officer and the other four highest
      compensated employees (collectively, the “named executive officers”). The
      compensation set forth below fully reflects compensation for work performed
      on
      our behalf.


**Summary
      Compensation Table**




**Name
                and Principal Position**
            
            **Period**
            
            **Salary ($)**
            
            **Bonus ($)(6)**
            
            **Other
                Annual**
              **Compensation ($)**Don
                Wallace
              Chairman
                of the Board
            
            
            2005
              2004
              2003
            
            
            
            
            $
            1,022,461.80
              865,384.61
              599,999.92
            
            $
            -
              915,489.65
              347,909.19
            
            $
            2,081,928.69
              1,323,201.66
              51,249.36
            
            
            (1)John
                Horton
              Chief
                Executive Officer
            
            
            2005
              2004
              2003
            
            
            
            
            $
            511,230.80
              528,847.54
              546,927.00
            
            $
            260,000.00
              500,000.00
              50,000.00
            
            $
            17,016.27
              15,118.77
              -
            
            
            (2)Chuck
                Thibault
              Chief
                Financial Officer
            
            
            2005
              2004
              2003
            
            
            
            
            $
            587,915,40
              476,209.44
              286,033.50
            
            $
            299,000.00
              1,222,988.96
              438,824.29
            
            $
            20,570.73
              160,785.04
              57,396.10
            
            
            (2)Patrick
                Overby
              Sales
                Manager
            
            
            2005
              2004
              2003
            
            
            
            
            $
            -
              -
              -
            
            $
            2,200.00
              -
              -
            
            $
            350,487.27
              494,483.89
              396,878.39
            
            
            (3)Ken
                Scolaro
              Sales
                Manager
            
            
            2005
              2004
              2003
            
            
            
            
            $
            -
              -
              -
            
            $
            -
              -
              -
            
            $
            385,972.76
              610,526.60
              520,256.78
            
            
            (3)





(1)  Consists
      of premium reimbursement with respect to disability/life insurance of $10,518.65
      and a noncompete payment of $2,000,000.04. See “Employment Agreements” set below
      in this Item 11 for a summary of the noncompete and covenant agreement
      pursuant to which such noncompete payment was made and an annual management
      fee
      of $71,410.00.


(2)  See
      “Management Services Agreement” section below in ITEM 13. Certain Relationships
      and Related Transactions, for a summary of the agreement.


(3)  Consists
      of commission payments in accordance with their respective commission
      arrangements which includes chief components such as number of units sold,
      profitability from those sales, maintenance of inventory levels and achieving
      certain levels of sales. Weekly draws are allowed as part of the commission
      arrangement.


-65-


**Option/SAR
      Grants During the Year Ended December 31, 2004**




Don
      Wallace, Chuck Thibault and John Horton were each granted options to purchase
      121,212 shares of RV Acquisition Common Stock at an exercise price of $1 per
      share as of August 20, 2004 in accordance with the RV Acquisition Inc. 2004
      Stock Option Plan. Bob Grady was also granted options to purchase 20,000 shares
      of RV Acquistion Common Stock at an exercise price of $1 per share as of
      November 5, 2004. The options vest 20% per year commencing one year
      following the grant date. No options were granted in 2005.




**Aggregate**
            **Option/SAR
                Exercises During the Year Ended December 31, 2005 and 2005 Year-End
                Option/SAR Values**




There
      were no exercises of stock options by the named executive officers during the
      year ended December 31, 2005 and there were no unexercised options held by
      the named executive officers as of December 31, 2005.




**Compensation
      Committee Interlocks and Insider Participation**




The
      members of RV Acquisition’s Compensation Committee are Thomas Baldwin, Chairman,
      Thomas Donnelly and Thomas Millner. No member of the Compensation Committee
      was
      an officer or employee of Holdings or any of its subsidiaries during the fiscal
      year ended December 31, 2005. No member was formerly an officer of Holdings
      or of its subsidiaries. In addition, no executive officer of Lazydays serves
      on
      the board of directors or the compensation committee of another entity where
      a
      committee member is employed. Messrs. Baldwin and Sherrill are Managing
      Directors of BRS, which own approximately 84% of the Common Stock. Bruckmann,
      Rosser, Sherrill & Co., LLC, an affiliate of BRS, and Lazydays have
      entered into a Management Services Agreement. See Item 13—”Certain
      Relationships and Related Transactions—Management Services Agreement.”




**Management
      Employment Agreements**




*Employment
      Agreements*




The
      Company has entered into employment agreements with Don Wallace, Chuck Thibault
      and John Horton. Under the employment agreements, Mr. Wallace is paid a
      base salary of $1 million per year, Mr. Thibault is paid a base salary
      of $575,000 per year and Mr. Horton is paid a base salary of $500,000 per
      year, all of which will be adjusted annually based on changes in the consumer
      price index. Messrs. Thibault and Horton’s employment agreements provide for the
      payment of bonuses equal to a specified percentage of the executive’s base
      salary if we achieve specified performance goals. Each employment agreement
      has
      a term of 5 years, subject to early termination by resolution of the board
      of directors, upon the death or permanent disability of the executive or upon
      the executive’s voluntary resignation. If any of the executives listed above are
      terminated without “cause” by the Company or if they terminate their employment
      within 90 days of a “good reason event,” as each term is defined in their
      employment agreement, we are obligated to make severance payments consisting
      of
      their then current salary and bonus for a two year period for Messrs. Thibault
      and Horton and, depending on the time of termination, twelve or six months
      for
      Mr. Wallace. In addition, pursuant to the terms of a non-competition and
      covenant agreement, Mr. Wallace has agreed to restrictions on his ability
      to be involved in any business which is in competition with us for a period
      of
      the longer of five years from the closing date of the Acquisition if he remains
      employed with us or three years after his termination for any reason. In
      connection with his agreement not to compete with us, Mr. Wallace will
      receive payments equal to $2 million per annum so long as (i) he
      continues to remain employed by us or, (ii) serves as a member of the board
      of RV Acquisition, Lazydays or Holdings, and thereafter for 12 months after
      the date on which his employment is terminated by us without cause or is
      terminated by Mr. Wallace with good reason, in each case if such
      termination occurs prior to the 18 month anniversary of the closing, or for
      6 months if any such termination occurs thereafter. These contracts also
      contain non-competition provisions in the case of Messrs. Thibault and Horton,
      which restrict the executives from being involved in any business which is
      in
      competition with us during the period of their employment and for a period
      of
      two years thereafter. In addition, the employment agreements for Messrs.
      Thibault and Horton and the non-competition and covenant agreement for
      Mr. Wallace contain an express obligation of confidentiality in respect of
      our proprietary information and an agreement to assign intellectual property
      rights to us.


-66-


**Our
      Benefit Plans**




*401(k)
      Defined Contribution Plan*




We
      maintain a defined contribution “401(k)” plan that is subject to the provisions
      of ERISA and the Code. The plan provides for discretionary matching
      contributions equal to 50% of the first 4% of employee pre-tax deferrals made
      under the plan. For the 2005 plan year, the amount of such matching
      contributions was $523,000.




**Executive
      Stock Option Plan**




On
      August 20, 2004, RV Acquisition Inc. adopted the RV Acquisition Inc. 2004
      Stock Option Plan under which certain key employees, including the named
      executive officers of Lazydays, may be granted options to purchase up to 606,061
      shares of RV Acquisition Common Stock. The plan is administered by the board
      of
      directors of RV Acquisition, or to the extent permitted by law, a committee
      designated by RV Acquisition’s board.




**Private
      Placement of RV Acquisition Stock**




On
      September 28, 2004, RV Acquisition and BRS LP consummated an offering
      of RV Acquisition Stock previously held by BRS LP and its affiliates
      to certain employees of Lazydays and others. As a result, 186,787 shares of
      RV Acquisition Common Stock and 1,489,228 shares of RV Acquisition
      Series A Preferred Stock were sold to such employees and others that
      participated in the private placement.




**Other
      Employee Benefits**




We
      also
      offer highly competitive compensation and benefits to our employees. Benefits
      include medical, dental, pharmacy and vision insurance, short and long-term
      disability and life insurance, flexible spending accounts and vacation up to
      three weeks after seven years of employment with us.




**Committees
      of the Board of Directors**




The
      Company’s board of directors established an audit committee and a compensation
      committee. The members of the audit committee are Stephen Sherrill, Charles
      Macaluso, Thomas Millner (appointed in February 2006) and Michael Salvati,
      chairman. The Company’s Board of Directors has determined that Mr. Salvati
      is the Company’s designated audit committee financial
      expert. Mr. Salvati is considered “independent” as the term is used in
      Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. The
      audit committee recommends the annual appointment of auditors with whom the
      audit committee will review the scope of audit and non-audit assignments and
      related fees, accounting principles we will use in financial reporting, internal
      auditing procedures and the adequacy of our internal control procedures. The
      members of the compensation committee are Tom Baldwin, Thomas Donnelly and
      Thomas Millner. Tom Baldwin will serve as Chairman. The compensation committee
      reviews and approves the compensation and benefits for our employees, directors
      and consultants, administers our employee benefit plans, authorizes and ratifies
      stock option grants and other incentive arrangements, and authorizes employment
      and related agreements. The board of directors of the Company may contemplate
      establishing other committees in the future.


-67-


**Code
      of Ethics**




We
      have
      adopted a code of ethics applicable to our principal executive officer,
      principal financial officer, principal accounting officer and persons performing
      similar functions. The text of this code is available, free of charge, upon
      request. Such requests may be made by calling our main number on the cover
      page
      of this report or by writing to the following address: Lazy Days’ R.V. Center,
      Inc. 6130 Lazy Days Boulevard, Seffner, Florida 33584-2968, Attn: Director
      of
      Corporate Reporting and Investor Relations.




**Compensation
      of Directors**




We
      reimburse members of the board of directors for any out-of-pocket expenses
      incurred by them in connection with services provided in such capacity. In
      addition, we compensate members of the board of directors $25,000 per year
      for
      services provided in that capacity and an additional $7,500 if such board member
      serves as the chairman of our audit committee. Board members are also paid
      $2,000 for meetings attended in person and $500 for meetings attended
      telephonically, and committee members are paid $1,000 per in person and $500
      per
      telephonic meeting if a meeting occurs on a different day than a meeting of
      the
      full board.


-68-


**ITEM 12.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**




Holdings
      owns 100% of our capital stock. The following table sets forth certain
      information with respect to the beneficial ownership of RV Acquisition’s Common
      Stock as of December 31, 2005, by: (i) each person or entity who owns
      of record or beneficially 5% or more of any class of RV Acquisition’s voting
      securities; (ii) each of our named executive officers and directors; and
      (iii) all of our directors and named executive officers as a group. Except
      as noted below, the address for each of the directors and named executive
      officers is 6130 Lazy Days Boulevard, Seffner, Florida 33584-2968.




**Security
      Ownership Table**




**Number
                and % of Shares of RV Acquisitions, Inc.(1)****Series
                A Preferred****Stock**
            
            **Common
                Stock****Shares**
            
            **%
                Total**
            
            **Shares**
            
            **%
                Total****Greater
                than 5% Stockholders**Bruckmann,
                Rosser, Sherrill & Co. II, L.P.
              126
                East 56thStreet
              New
                York, New York 10022(2)
            
            35,340
            
            57.0
            %
            4,192,116
            
            84.1
            %Don
                Wallace
            
            22,906
            
            36.9
            %
            531,915
            
            10.6
            %**Named
                Executive Officers and Directors**Chuck
                Thibault
            
            
            *
            
            *
            
            *
            
            *John
                Horton
            
            
            *
            
            *
            
            *
            
            *Pat
                Overby
            
            
            *
            
            *
            
            *
            
            *Ken
                Scolaro
            
            
            *
            
            *
            
            *
            
            *Steve
                Ratcliff
            
            
            *
            
            *
            
            *
            
            *Bob
                Grady
            
            
            *
            
            *
            
            *
            
            *Charles
                Macaluso
            
            
            *
            
            *
            
            *
            
            *Thomas
                Baldwin(2),(3)
            
            —
            
            —
            
            —
            
            —Stephen
                Sherrill(2),(3)
            
            —
            
            —
            
            —
            
            —Michael
                Salvati
            
            
            *
            
            *
            
            *
            
            *Thomas
                Millner
            
            
            *
            
            *
            
            *
            
            *Thomas
                Donnelly
            
            
            *
            
            *
            
            *
            
            *All
                executive officers and directors as a group(4)
            
            23,873.153
            
            38.9
            %
            686,673
            
            13.8
            %


*  Represents
      less than 1%.


-69-


The
      directors and named executive officers as a group beneficially own
      (i) 686,673 shares of Common Stock and (ii) 23,873 shares of
      Series A Preferred Stock.




1.  Beneficial
      ownership is determined in accordance with Rule 13d-3 under the Exchange
      Act. In computing the number of shares beneficially owned by a person and the
      percentage ownership of that person, shares of Common Stock subject to options
      held by that person that are currently exercisable or exercisable within
      60 days of closing of the offering are deemed outstanding. Such shares,
      however, are not deemed outstanding for the purposes of computing the percentage
      ownership of any other person. Holdings is a wholly-owned subsidiary of RV
      Acquisition and the Company is a wholly-owned subsidiary of Holdings.




2.  Bruckmann,
      Rosser, Sherrill & Co. II, LP. (“BRS LP”) is a private equity
      investment fund managed by Bruckmann, Rosser, Sherrill & Co., LLC.
      BRSE, LLC. (“BRSE”) is the general partner of BRS LP and by virtue of such
      status may be deemed to be the beneficial owner of the shares owned by BRS
      LP.
      BRSE has the power to direct BRS LP as to the voting and disposition of shares
      held by BRS LP. No single person controls the voting and dispositive power
      of
      BRSE with respect to the shares owned by BRS LP. Bruce C. Bruckmann, Harold
      O.
      Rosser, Stephen C. Sherrill, Paul D. Kaminski and Thomas J. Baldwin are the
      managers of BRSE, and none of them individually has the power to direct or
      veto
      the voting or disposition of shares owned by BRS LP. BRSE expressly disclaims
      beneficial ownership of the shares owned by BRS LP. Each of
      Messrs. Bruckmann, Rosser, Sherrill, Kaminski and Baldwin expressly
      disclaims beneficial ownership of the shares owned by BRS LP.




3.  The
      address of each of Mr. Baldwin and Mr. Sherrill is c/o Bruckmann,
      Rosser, Sherrill & Co., Inc., 126 East 56th Street, New York, New
      York 10022.




4.  Total
      includes shares owned by Don Wallace listed above who is both a 5% shareholder
      and a named executive officer and director.


-70-


**ITEM 13.
      CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS**




**Agreements
      to be Entered into in Connection with the Transactions**




**Stock
      Purchase Agreement**




Pursuant
      to the stock purchase agreement, RV Acquisition agreed to acquire all of
      Holdings’ outstanding common and preferred stock for a purchase price of
      $206.0 million (including repayments of certain indebtedness and subject to
      pre-closing working capital, tax benefit and cash adjustments). In connection
      with the Acquisition, we repaid all of our existing indebtedness, which was
      equal to $59.0 million as of May 14, 2004, and paid approximately
      $11.1 million for certain transaction related fees and expenses. In
      connection with the Acquisition, each holder of shares of our capital stock
      was
      entitled to receive a portion of the stock purchase consideration. The ESOP
      was
      terminated in connection with the Acquisition. Immediately following the
      Acquisition, RV Acquisition’s outstanding Common Stock was equal to
      approximately 89% owned by BRS LP, its affiliates and co-investors and the
      remainder was owned by existing members of management and existing stockholders.
      The stock purchase agreement contained customary provisions for such agreements,
      including representations and warranties with respect to the condition and
      operations of the business, covenants with respect to conduct of the business
      prior to and following the closing date of the stock purchase, and various
      closing conditions, including the execution of a non-compete agreement with
      Don
      Wallace, execution of an escrow agreement, the amendment to our existing floor
      plan credit facility, the closing of our new senior secured revolving credit
      facility, an amendment to our facility lease with 1-4 (described below), the
      obtaining of financing and the continued accuracy of the representations and
      warranties. A portion of the consideration was deposited into escrow accounts,
      including $20.0 million of cash and $20.0 million of new Series A
      Preferred Stock of RV Acquisition (to be issued to certain existing stockholders
      of Holdings) to support indemnity obligations of the selling stockholders.




**Stock
      Purchase Consideration**




In
      connection with the Transactions, Don Wallace received $22.9 million in
      Series A Preferred Stock, $0.5 million in Common Stock,
      $7.0 million of Restricted Old Notes and $3.4 million in cash with
      respect to the equity in Holdings owned by him. ESOP holders received a total
      of
      $24.6 million. Other existing shareholders of Holdings received
      $102.9 million.




**Stockholders
      Agreement**




In
      connection with the Transactions, the stockholders of RV Acquisition, including
      BRS LP, entered into a stockholders agreement, which establishes the composition
      of the board of directors and provides for certain restrictions and rights
      with
      respect to sales and issuances of RV Acquisition’s securities. In particular,
      the stockholders agreement provides that no employee holder may transfer his
      or
      her capital stock of RV Acquisition, except to immediate family members, family
      trusts and charitable organizations. Employees have the right to sell a pro
      rata
      portion of their stock in RV Acquisition if BRS LP elects to sell all or portion
      of its Holdings stock. BRS LP also has the right to cause a sale of RV
      Acquisition to occur and to require the other holders of RV Acquisition stock
      to
      participate in such a sale. Finally, if RV Acquisition proposes to issue new
      equity securities to BRS LP, each holder of RV Acquisition stock has the right
      to purchase its pro rata share of such new securities.


-71-


**Registration
      Rights Agreement**




In
      connection with the Transactions, RV Acquisition entered into a registration
      rights agreement with BRS LP and certain other equity holders of RV Acquisition.
      Under the registration rights agreement, BRS LP and such other equity holders
      have the ability to cause RV Acquisition to register securities of RV
      Acquisition held by the parties to the registration rights agreement and to
      participate in registrations by RV Acquisition of its equity securities.




**Employment
      Agreements; Stock Option Plan**




Upon
      closing of the Transactions, we entered into new employment agreements with
      certain key employees. On August 20, 2004, we put in place a new stock
      option plan which will provide for issuances of common stock of RV Acquisition
      to certain key management employees, including the named executive officers.
      See
“Item 11—Executive Compensation—Employment Agreements” and “Item 11—Executive
      Compensation—Benefit Plans—Stock Option Plan.”





**Management
      Services Agreement**




In
      connection with the Transactions, we entered into a management services
      agreement (the “Management Services Agreement”) with Bruckmann, Rosser,
      Sherrill & Co., LLC (“BRS LLC”), an affiliate of BRS. Under the terms
      of this agreement, BRS LLC provides:




•  general
      management services;




•  assistance
      with the negotiation and analysis of financial alternatives; and




•  other
      services agreed upon by BRS LLC




In
      exchange for these services, BRS LLC and Don Wallace will earn an annual fee
      equal to the greater of:




(1)  1.75%
      of
      our annual EBITDA (as defined in the indenture related to the notes); or




(2)  $500,000.




-72-


10.6%
      of
      such fee will be payable to Don Wallace and 89.4% will be payable to BRS LLC.
      In
      addition to certain restrictions on the payment of the management fee contained
      in the senior secured revolving credit facility and the amended floor plan
      credit facility, the management services agreement contains certain restrictions
      on the payment of that fee. The management services agreement also provides
      that
      the payment of all fees and other obligations under the management services
      agreement will be subordinated to the prior payment in full in cash of all
      interest, principal and other obligations on our notes and the new senior
      secured revolving credit facility in the event of a bankruptcy, liquidation
      or
      winding-up of Lazydays.




BRS
      LLC
      provided various advisory services to us related to the Transactions. These
      services included arranging and negotiating the refinancing of the senior
      secured revolving credit facility and amended floor plan credit facility,
      arranging and structuring the Acquisition, including forming RV Acquisition
      and
      planning its capital structure, planning Lazydays’ structure and related
      services. Pursuant to the Management Services Agreement, for these services,
      BRS
      LLC and Don Wallace received a transaction fee of $3.5 million plus
      reasonable expenses upon completion of the Transactions. 10.6% of such fee
      was
      payable to Mr. Wallace and 89.4% was payable to BRS LLC. In addition, BRS
      LLC will be entitled to receive a transaction fee equal to 1.5% of the
      transaction value upon any future material acquisition, divestiture, financing
      or refinancing by RV Acquisition, Holdings or us.




**Issuance
      of Series A Preferred Stock to BRS LP and Certain Existing Stockholders of
      Holdings**




In
      connection with the Transactions, RV Acquisition issued 62,000 shares of new
      Series A Preferred Stock at a purchase price of $1,000 per share, for an
      aggregate purchase price of $62.0 million. The Series A Preferred
      Stock was purchased through a contribution of $20.0 million of existing
      Holdings equity to RV Acquisition in exchange for Series A Preferred Stock
      and an additional $42.0 million, of which $37.5 million was purchased
      with cash contributed by BRS LP, and $4.5 million was issued to Don Wallace
      in exchange for Holdings equity contributed to RV Acquisition by him in exchange
      for Series A Preferred Stock.




Dividends
      on the Series A Preferred Stock will accrue at a rate of 14% per
      annum, compounded semi-annually. Dividends on the Series A Preferred Stock
      are not required to be paid in cash and will accrue whether or not declared
      and
      whether or not there are profits, surplus or other funds legally available
      for
      payment of the dividend.




The
      Series A Preferred Stock will have a liquidation preference equal to the
      purchase price plus accrued and unpaid dividends. If an “organic change” (i.e.,
      a merger or sale of substantially all of the Company’s assets) occurs, the
      holders of the Series A Preferred Stock may require redemption of all or
      any portion of their shares at the amount of the liquidation preference plus
      accrued and unpaid dividends. The Series A Preferred Stock will, with
      respect to dividends, rights upon liquidation, winding up and dissolution,
      rank
      senior to RV Acquisition’s Common Stock. RV Acquisition will be unable to
      authorize any dividend or distribution, or pay any dividend or make any
      distribution with respect to any junior securities, unless all accrued and
      unpaid preferred dividends have been paid in cash. In addition, RV Acquisition
      will be unable to effect any redemption or repurchase of any junior securities
      (other than upon the exercise by RV Acquisition’s repurchase rights with respect
      to any Common Stock issued to employees or others providing services upon a
      termination of their employment or other service relationship) unless the
      Series A Preferred Stock has been redeemed. Except as otherwise required by
      law or provided in the Company’s certificate of incorporation, the holders of
      Series A Preferred Stock will not be entitled to vote.




The
      holders of a majority of the Series A Preferred Stock have the right, upon
      certain change of control transactions, to have such transaction treated as
      a
      liquidation event, as a result of which all shares of Series A Preferred
      Stock will be redeemed at a price equal to the liquidation preference plus
      accrued and unpaid dividends.


-73-


The
      holders of the Series A Preferred Stock will also be offered the right to
      purchase a pro rata share of any other preferred equity securities (or rights
      to
      acquire preferred equity securities, such as warrants, convertibles, etc.)
      to be
      offered by RV Acquisition to BRS LP or its affiliates on the same terms they
      are
      offered to such parties. BRS LP will also grant to the other holders of
      Series A Preferred Stock the right to participate (on a pro rata basis and
      on the same terms and conditions) in any sale of Preferred Stock held by BRS
      LP
      to a third-party. The $20.0 million of new Series A Preferred Stock of
      RV Acquisition issued to the existing stockholders of Holdings will be held
      in
      escrow to support indemnity obligations of the selling stockholders. During
      the
      period that starts on the closing of




the
      stock
      purchase agreement and ends two years following the filing of certain
      governmental filings relating to the ESOP with the Department of Labor, the
      sellers may not transfer certain of their shares of Series A Preferred
      Stock held by them other than pursuant to a one-year call arrangement between
      Don Wallace and one other seller or certain permitted transferees.




**Issuance
      of Common Stock to BRS LP and Certain Existing Stockholders of Holdings**




In
      connection with the Acquisition, RV Acquisition issued 5,000,000 shares of
      new
      Common Stock, par value $0.01 per share at a purchase price of $1.00 per share,
      for an aggregate purchase price of $5.0 million. Of the $5.0 million
      of Common Stock, $4.5 million of Common Stock was purchased by BRS LP for
      cash. The balance of $0.5 million was issued to Don Wallace in exchange for
      certain equity in Holdings contributed by him to RV Acquisition.




**Private
      Placement of RV Acquisition Stock**




On
      September 28, 2004, RV Acquisition and BRS LP consummated an offering
      of RV Acquisition Stock previously held by BRS LP and its affiliates to
      certain employees of Lazy Days. As a result, 186,787 shares of RV
      Acquisition Common Stock and 1,489,228 shares of RV Acquisition
      Series A Preferred Stock were sold to such employees that participated in
      the private placement.




**The
      ESOP**




In
      July 1999 the ESOP borrowed funds from Lazydays to purchase, through a
      holding company, shares of Lazydays Class A common stock representing
      beneficial ownership of 75% of the common stock of Lazydays from Don Wallace
      which, together with the existing 9% interest the ESOP already owned, made
      the
      ESOP an 84% beneficial owner of Lazydays. As part of the 2002 restructuring
      described below, these shares were converted via merger into the Class A
      common stock and Class C common stock of Holdings and have been held by the
      ESOP in the ESOP trust’s suspense account and allocated to individual
      participants in the ESOP as the loan has been repaid. Subsequently, also as
      a
      result of the 2002 restructuring described below, additional equity securities
      were issued to the Company’s debt holders, which effectively diluted the ESOP’s
      equity ownership interest in the Company. The loan obligation of the ESOP of
      $95,523,365 at December 31, 2003 was considered unearned employee ESOP
      shares and, as such, was recorded as a reduction to Holdings’ stockholders’
equity. Holdings’ contributions to the ESOP, plus any dividends paid on
      unallocated shares held by the ESOP, have been used to repay the loan principal
      and interest. Both the loan obligation and the unearned ESOP shares have been
      reduced by the amount of the loan principal repayments made by the ESOP. The
      ESOP compensation expense totaled $534,000 for the year ended December 31,
      2004. The compensation expense was computed based upon the fair value of the
      ESOP shares committed to be released to participants for the relevant year.




As
      ESOP
      participants became entitled to receive a stock distribution from the ESOP
      (i.e., in the event of retirement, death, total disability or termination of
      employment), certain participants put their shares to Holdings. If Holdings’
required payment for those shares exceeded a certain amount, Holdings issued
      notes to such participants. These notes were payable to various participants
      in
      annual installments over a period of five years, bearing interest at 8%.
      Approximately $1.2 million in principal of these distribution notes was
      outstanding at December 31,2003, all of which were repaid in full and
      cancelled at closing in connection with the Transactions.


-74-


Certain
      allocated ESOP shares had premium floor price put rights. Holdings’ aggregate
      obligation to repurchase the ESOP’s shares under these put obligations at
      December 31, 2003 was approximately $18.6 million. In connection with
      the Acquisition, all of the allocated shares with premium floor price put rights
      were paid an amount at closing equal to the applicable put price with respect
      to
      such shares. We used the proceeds from the Transactions to satisfy any
      outstanding ESOP obligations discussed above, including Holdings’ outstanding
      distribution notes and put obligations.




In
      connection with the Transactions, the ESOP was terminated and three categories
      of Holdings’ stock were purchased from the ESOP. Those categories were
      (1) Class A common stock allocated to ESOP participants and subject to
      a premium floor price, (2) Class C common stock allocated to ESOP
      participants and subject to a premium floor price and (3) Class A
      common stock, whether allocated or unallocated, not subject to a premium floor
      price. Proceeds received by the ESOP from the sale of the unallocated suspense
      account shares were used to pay principal and interest on the loan. After such
      payment, Lazydays forgave any remaining loan balance owed to it by the ESOP.




**Facility
      Lease Agreement**




We
      lease
      our 126-acre facility, located at 6130 Lazy Days Boulevard, Seffner, Florida,
      from 1-4 Land Holding Limited Company (“1-4”), an entity controlled by Don
      Wallace, under a lease arrangement, the initial term of which will expire in
      2022. The lease was amended on May 14, 2004 and currently contains four
      five-year renewal options upon expiration of the original lease term (the
      outside expiration date will be 2042). The annual rent is currently $4,793,880,
      and will increase thereafter based on periodic CPI adjustments. The lease
      provides for equal monthly rental payments and provides that the lessee pays
      all
      property taxes and insurance. Rent was calculated on a straight-line basis
      over
      the life of the lease resulting in deferred rent during the earlier years of
      the
      lease. We are responsible for maintenance costs as well as betterments to the
      facilities.




Pursuant
      to the lease, we currently have a right of first offer and first refusal on
      any
      sale by 1-4, as well as an option exercisable through May 14, 2011 to
      purchase the land for $42,000,000 (subject to CPI increases).




**Consignment
      Sales Agreement**




We
      hold
      new vehicles under a consignment arrangement with 1-4 for up to 180 days.
      During the term of the agreement, we have purchased all inventory that has
      been
      held under consignment. The total consigned inventory, which is not included
      in
      our balance sheets, approximated $17.4 million and $19.9 million at
      December 31, 2005 and December 31, 2004, respectively. Total consigned
      inventory purchased by us has totaled approximately $143 million and
      $141 million for the years ended December 31, 2005 and
      December 31, 2004, respectively.




**Purchase
      of Restricted Notes; Exchange Offer**




Don
      Wallace purchased $15.0 million in aggregate principal amount of restricted
      notes in connection with the offering of our senior notes due 2012, of which
      $7.0 million in consideration was comprised of equity in Holdings and the
      remainder was purchased for cash. Because Mr. Wallace is an affiliate, the
      restricted notes held by him were not eligible to be exchanged in connection
      with our exchange offer. In connection with our exchange offer, $137 million
      in
      aggregate principal amount of outstanding privately placed senior notes for
      public notes which was consummated in December of 2004.




**2005
      Air Charter Services**




Don
      Wallace owns a 100% interest in Air Logic Solutions, an air charter services
      company. In 2005 the Company paid Air Logic Solutions, on arms-length terms,
      $60,493 for air charter services.


-75-


**ITEM 14.****PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**




The
      following table presents fees for services provided to the Company by Crowe
      Chizek and Company LLC for 2005 and 2004.




**(In
                thousands)**
            
            **2005**
            
            **2004**Audit
                Fees (a)
            
            $
            254
            
            $
            171Audit-Related
                Fees (b)
            
            
            21
            
            
            669Tax
                Fees (c)
            
            
            122
            
            
            15All
                Other Fees (d)
            
            
            -
            
            
            5Total
            
            $
            397
            
            $
            860




(a)  Fees
      for
      professional services provided for the audit of the Company’s annual financial
      statements as well as reviews of Lazydays’ quarterly reports on Form 10-Q,
      accounting consultations on matters addressed during the audit or interim
      reviews, and SEC filings.


(b)  Fees
      for
      professional services which principally include consultations relative to SEC
      filings for 2005 and due diligence and audits in connection with the
      Transactions, including review of offering memorandums, registration statements
      and issuance of comfort letters and consents for 2004.


(c)  Fees
      for
      professional services for tax related advice and compliance, including a
      transaction cost recovery study and acquisition analysis in 2005, which related
      to the 2004 tax period.


(d)  Fees
      for
      professional services for internal control related advice and compliance.




-76-


**PART
      IV**




**ITEM 15.****EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES**




(a)(1)
      Financial Statements:




See
      Part
      II, Item 8. Financial Statements and Supplementary Data for an index of the
      Company’s financial statements.




(a)(2)
      The following financial statement schedule is included in Item 8,
“Financial Statements and Supplementary Data”




Schedule
      II - Valuation and Qualifying Accounts




(a)(3)
      Exhibits required by Item 601 of Regulation S-K.




See
      attached Exhibit Index.




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**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, Lazy Days’ R.V. Center, Inc. has duly caused this report to be signed
      on its behalf by the undersigned, thereto duly authorized, in the city of
      Seffner, Florida, on the 31 st day of
      March, 2006.




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed by the following persons on behalf of Lazy Days’ R.V. Center, Inc. and in
      the capacities and on the dates indicated.




**Signature**
            **Title**
            **Date**/s/
                John Horton
              John
                Horton
            Chief
                Executive Officer
              (Principal
                Executive Officer)
            March
                31, 2006/s/
                Charles L. Thibault
              Charles
                L. Thibault
            Chief
                Financial Officer and Treasurer
              (Principal
                Financial Officer)
            March
                31, 2006/s/
                Kathleen Bachtel
              Kathleen
                Bachtel
            Corporate
                Controller (Principal Accounting
              Officer)
            March
                31, 2006/s/
                Donald W. Wallace
              Donald
                W. Wallace
            Director
            March
                31, 2006/s/
                Charles Macaluso
              Charles
                Macaluso
            Director
            March
                31, 2006/s/
                Stephen Sherrill
              Stephen
                Sherrill
            Director
            March
                31, 2006/s/
                Thomas Baldwin
              Thomas
                Baldwin
            Director
            March
                31, 2006/s/
                Michael Salvati
              Michael
                Salvati
            Director
            March
                31, 2006/s/
                Thomas Donnelly
              Thomas
                Donnelly
            Director
            March
                31, 2006/s/
                Thomas Millner
              Thomas
                Millner
            Director
            March
                31, 2006




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**SUPPLEMENTAL
      INFORMATION TO BE FURNISHED PURSUANT TO SECTION 15 (d) OF THE ACT BY
      REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF
      THE
      ACT.**




No
      annual
      report to security holders covering the registrant’s last fiscal year has been
      sent to security holders. No proxy statement, form of proxy or other proxy
      soliciting material has been sent to more than 10 of the registrant’s security
      holders with respect to any annual or other meeting of security holders.





**EXHIBIT
      INDEX**


**No.**
            **Exhibit
                Index**2.1
            Stock
                Purchase Agreement by and between Lazy Days, LD Holdings, Inc., the
                Employee Stock Ownership Plan and Trust for the Employees of Lazy
                Days,
                certain other stockholders of LD Holdings, Inc. and RV
                Acquisition Inc., dated as of April 27,
                2004.*2.2
            Disclosure
                Schedules to the Stock Purchase Agreement by and between Lazy Days,
                LD
                Holdings, Inc., the Employee Stock Ownership Plan and Trust for the
                Employees of Lazy Days, certain other stockholders of LD
                Holdings, Inc. and RV Acquisition Inc., dated as of May 14,
                2004.*3.1
            Amended
                and Restated Articles of Incorporation of Lazy Days, dated as of
                August 6, 2002.*3.2
            Amended
                and Restated By-laws of Lazy Days, dated as of August 6,
                2002.*4.1
            Indenture
                by and between Lazy Days, a Florida corporation, and The Bank of
                New York,
                a New York banking corporation, dated as of May 14,
                2004.*4.2
            Registration
                Rights Agreement by and among Lazy Days, Deutsche Bank
                Securities Inc., Jefferies & Company, Inc. and Wells
                Fargo Securities, LLC, dated as of May 14, 2004.*4.3
            Purchase
                Agreement by and among Lazy Days, Deutsche Bank Securities Inc.,
                Jefferies & Company, Inc. and Wells Fargo Securities, LLC,
                dated as of May 12, 2004.*10.1
            Agreement
                Among Sellers by and among LD Holdings Inc., Lazy Days, the Employee
                Stock Ownership Plan and Trust for the Employees of Lazy Days, the
                Sellers
                signatories thereto, and Oakridge Consulting, dated as of April 27,
                2004.*10.2
            Contribution
                Agreement by and among Donald W. Wallace, Alliance Holdings, Inc.,
                PPM America Special Investments Fund, L.P., Lion Connecticut
                Holdings, Inc., (as successor by merger to Reliastar Financial
                Corp.), PPM America Special Investments CBO II, L.P., PB Capital
                Corporation, The Provident Bank, RV Acquisition Inc., and Bruckmann,
                Rosser, Sherrill & Co. II, L.P., dated as of May 14,
                2004.*10.3
            Employment
                Agreement by and among Lazy Days, RV Acquisition Inc., John Horton,
                and Bruckmann, Rosser, Sherrill & Co. II, L.P., dated as of
                May 14, 2004.*(1)10.4
            Employment
                Agreement by and among Lazy Days, RV Acquisition Inc., Charles L.
                Thibault, and Bruckmann, Rosser, Sherrill & Co. II, L.P., dated
                as of May 14, 2004.*(1)10.5
            Employment
                Agreement by and among Lazy Days, RV Acquisition Inc., Donald W.
                Wallace, and Bruckmann, Rosser, Sherrill & Co. II, L.P., dated as
                of May 14, 2004.*(1)10.6
            Termination
                Agreement by and among Lazy Days, LD Holdings, Inc., LDRV Holdings
                Corp., Alliance Holdings, Inc., Donald W. Wallace, PPM America
                Special Investments Fund, L.P., PPM America Special Investments CBO
                II,
                L.P., Lion Connecticut Holdings, Inc., (as successor by merger to
                Reliastar Financial Corp.), PB Capital Corporation, The Provident
                Bank,
                and James L. Farnsworth (not in his individual capacity, but solely
                as
                trustee of the Employee Stock Ownership Plan and Trust for the employees
                of Lazy Days as directed by Consulting Fiduciaries, Inc.), dated as
                of May 14, 2004.*10.7
            Escrow
                Agreement by and among Alliance Holdings, Inc., PPM America Special
                Investments Fund, L.P., Lion Connecticut Holdings, Inc., (as
                successor by merger to Reliastar Financial Corp.), PPM America Special
                Investments CBO II, L.P., PB Capital Corporation, The Provident Bank,
                RV
                Acquisition Inc., Donald W. Wallace, Oakridge Consulting, Inc.
                (acting hereunder through Michael Salvati, not individually, but
                solely as
                agent for the Sellers), RV Acquisition Inc. and Wells Fargo Bank,
                National Association (as escrow agent), dated as of May 14,
                2004.*10.8
            Redemption
                Agreement by and among LD Holdings, Inc. and Lazy Days, dated as of
                May 14, 2004.*10.9
            Management
                Agreement by and among Bruckmann, Rosser, Sherrill & Co., L.L.C.,
                RV Acquisition Inc., LD Holdings, Inc., and Lazy Days, dated as
                of May 14, 2004.*10.10
            Non-compete
                and Covenant Agreement by and among Lazy Days, RV Acquisition Inc.,
                Donald W. Wallace, and Bruckmann, Rosser, Sherrill &
                Co. II, L.P., dated as of May 14, 2004.*(1)10.11
            Registration
                Rights Agreement by and among RV Acquisition Inc., Bruckmann, Rosser,
                Sherrill & Co. II, L.P., Donald W. Wallace, and each of the
                executives of Lazy Days who executes a joinder to the Agreement on
                or
                after the date thereof, dated as of May 14,
                2004.*




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10.12
            Stockholders
                Agreement by and among RV Acquisition Inc., Bruckmann, Rosser,
                Sherrill & Co. II, L.P., Donald W. Wallace, each of the
                executives of Lazy Days who executes a joinder to the Agreement on
                or
                after the date thereof, and Alliance Holdings, Inc., dated as of
                May 14, 2004.*10.13
            Wallace
                Contribution Agreement by and among Donald W. Wallace, RV
                Acquisition Inc., and Bruckmann, Rosser, Sherrill & Co. II,
                L.P., dated as of May 14, 2004.*10.14
            Wallace
                Note Agreement by and among Donald W. Wallace and Lazy Days, dated
                as of
                May 14, 2004.*10.15
            Second
                Amended and Restated Floor Plan Credit Agreement by and among Lazy
                Days,
                Bank of America, N.A. (successor by merger to Banc of America Specialty
                Finance, Inc.), and KeyBank National Association (a national banking
                association), amended and restated as of May 14,
                2004.*10.16
            Second
                Amended and Restated Floor Plan Security Agreement by and among Lazy
                Days
                and Bank of America, N.A. (successor by merger to Banc of America
                Specialty Finance, Inc.), amended and restated as of May 14,
                2004.*10.17
            Ground
                Lease by and between I-4 Land Holding Limited Company and Lazy Days,
                dated
                as of July 1999.*10.18
            First
                Amendment to Lease by and between I-4 Land Holding Limited Company
                and
                Lazy Days, dated as of May 14, 2004.*10.19
            Loan
                and Security Agreement by and between Lazy Days and Wells Fargo
                Foothill, Inc., dated as of May 14, 2004.*10.20
            Collateral
                Assignment of Stock Purchase Agreement by and between RV
                Acquisition Inc. and Wells Fargo Foothill, Inc., dated as of
                May 14, 2004.*10.21
            Pledge
                and Security Agreement by and among Lazy Days, LD Holdings, Inc. and
                Wells Fargo Foothill, Inc., dated as of May 14,
                2004.*10.22
            Exclusive
                Consignment Contract for Sale of Recreational Vehicles by and between
                I-4
                Land Holding Limited Company and Lazy Days, dated as of December 29,
                2001.*10.23
            RV
                Acquisition Inc. 2004 Stock Option Plan, as adopted on August 20,
                2004. **(1)10.24
            Form
                of Non-Qualified Stock Option Agreement.**(1)10.25
            Form
                of Subscription Agreement.**(1)10.26
            First
                Amended and Restated Amendment No. 1 to Second Amended and Restated
                Floor
                Plan Credit Agreement dated January 17, 2006, by Lazy Days’ R.V. Center,
                Inc., a Florida corporation (the “Company”), BANK OF AMERICA, N.A.
                (successor by merger to Banc of America Specialty Finance, Inc.),
                as
                Administrative Agent and as Collateral Agent, and Bank of America,
                N.A.
                (successor by merger to Banc of America Specialty Finance, Inc.)
                and
                Keybank National Association, as Lenders filed as Exhibit 10.29 to
                Form
                8-K dated January 17, 2006.10.27
            Collateral
                Assignment of Leases, dated as of October 28, 2004, by and between
                Lazy Days’ R.V. Center, Inc., a Florida corporation, and Bank of
                America, N.A. (as successor by merger to Banc of America Specialty
                Finance, Inc.), as collateral agent (together with its successors in
                trust under the Second Amended and Restated Floor Plan Collateral
                Agency
                Agreement originally dated as of July 15, 1999, as amended and
                restated as of July 31, 2002, and as amended and restated as of
                May 14, 2004.*10.28
            Amendment
                No. 3 to Second Amended and Restated Floor Plan Credit Agreement
                dated as
                of January 17, 2006, by Lazy Days’ R.V. Center, Inc., a Florida
                corporation, Bank of America, N.A. (successor by merger to Banc of
                America
                Specialty Finance, Inc.), as Administrative Agent and as Collateral
                Agent,
                and Bank of America, N.A. (successor by merger to Banc of America
                Specialty Finance, Inc.) and Keybank National Association, as Lenders,
                filed as Exhibit 10.28 to Form 8-K dated January 17, 2005 and hereby
                incorporated by reference herein.10.29
            Amendment
                No. 2 to Second Amended and Restated Floor Plan Agreement dated as
                of May
                23, 2005, by Lazy Days’ R.V. Center, Inc., an Florida corporation, Bank of
                America, N.A. (successor by merger to Banc of America Specialty Finance,
                Inc.), as Administrative Agent and as Collateral Agent, and Bank
                of
                America, N.A. (successor by merger to Banc of America Specialty Finance,
                Inc.) and Keybank National Association, as lenders, filed as Exhibit
                99.1
                to Form 8-K dated May 27, 2005 and hereby incorporated by reference
                herein.10.29
            Management
                Fee Agreement with Charles Macaluso, dated October 7, 2005, filed
                as
                Exhibit 99.1 to Form 8-K dated October 13, 2005 and hereby incorporated
                by
                reference herein.(1)21.1
            Subsidiaries
                of Lazy Days’ R.V. Center, Inc. ***31.1
            Certification
                of Principal Executive Officer dated March 31, 2006 pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.31.2
            Certification
                of Principal Financial Officer dated March 31, 2006 pursuant to Section
                302 of the Sarbanes-Oxley Act of
                2002.




*  Previously
      filed with Form S-4 on August 12, 2004.


**  Previously
      filed with Form S-4/A on October 29, 2004 and hereby incorporated by
      reference herein.


***  Previously
      filed with Form 10-K dated March 31, 2005 and hereby incorporated by
      reference herein.


(1)  Compensatory
      plan or arrangement or management contract as defined in Rule 601 of Regulation
      S-K.


-80-