**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **FORM
        10-KSB**
 
 (Mark
        One)
 [X]
        ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For
        the
        fiscal year ended  **June
        30, 2006**
 
 [
        ]
        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        transition period from _________ to _________
 
 
 Commission
        file number  **0-18113**
 
 **LGA
        HOLDINGS, INC.**
 (Exact
        name of small business issuer in its charter)
 
  **Utah**
              
              **87-0405405**(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employerincorporation
                  or organization)
              
              Identification
                  No.)
 
 
 **3380
        North El Paso Street, Suite G, Colorado Springs, Colorado
        80907**
 (Address
        of principal executive offices) (Zip Code)
 
 
 Issuer's
        telephone number  **(719)
        630-3800**
 
 
 Securities
        registered under Section 12(b) of the Exchange Act:
 None
 
 Securities
        registered under Section 12(g) of the Exchange Act:
 
 Common
        Stock
 (Title
        of
        class)
 
   
  Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.
 Yes
        [X]
        No []
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of registrant's knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB or any amendment to this Form 10-KSB. [
        ]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes [] No [X]
 
 State
        issuer's revenues for its most recent fiscal year. $336,721
 
 State
        the
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates computed by reference to the price at which the common equity
        was
        sold, or the average bid and asked price of such common equity, as of a
        specified date within the past 60 days. October 19, 2006: $
        1,180,033
 
 State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date. June 30, 2006: 8,592,960
 
 DOCUMENTS
        INCORPORATED BY REFERENCE
 
 None
 
 Transitional
        Small Business Disclosure Format (Check one): Yes [ ]   No
        [X]
 
 Certain
        statements made herein are forward-looking statements under the Private
        Securities Litigation Reform Act of 1995. They include statements based on
        management's current expectations and estimates; actual results may differ
        materially due to certain risks and uncertainties. For example, the ability
        of
        Let's Go Aero, Inc. to achieve expected results may be affected by external
        factors such as competitive price pressures, conditions in the economy and
        industry growth, and internal factors, such as future financing of the acquired
        operations and the ability to control expenses.
 
   2
  **PART
        I**
 
 **Item
        1. Description of Business.**
 
 LGA
        Holdings, Inc., ("LGA" or the "Company") is the sole owner of its operating
        subsidiary, Let's Go Aero, Inc. ("Aero"). LGA acquired Aero effective June
        30,
        2004 through a stock for stock exchange under which the former shareholders
        of
        Aero were issued new LGA shares of common stock in exchange for all of Aero's
        outstanding shares and $1,518,440 of debt. The former Aero shareholders and
        debt
        holders ended up with 85% of the outstanding common stock of LGA. Prior to
        the
        acquisition, LGA had no business or operations after having sold what business
        it did have October 22, 2003, several months before the acquisition of Aero.
        Therefore, at the time of the acquisition of Aero, LGA was what is known
        as a
        publicly held shell company. LGA changed its name to LGA, Inc. from Tenet
        Information Services, Inc. by a vote of shareholders on May 27, 2005, but
        the
        name was not available according to the Utah Secretary of State. By consent
        of
        shareholders owning in excess of a majority of shares, the name was changed
        to
        LGA Holdings, Inc. in October, 2005. LGA was formed on February 24,
        1984.
 
 Upon
        the
        acquisition of Aero, two of LGA's three Directors resigned and two Directors
        of
        Aero were appointed to fill those positions. The third LGA director was and
        is a
        director of both companies. In addition, all of the officers of LGA resigned
        and
        members of Aero's management team were appointed to those positions. See
        Item 9,
        below. For accounting purposes, however, the transaction was deemed to have
        been
        an acquisition of LGA by Aero. Further information on the details of the
        transaction can be had by reviewing LGA's Form 8-K filed July 21, 2004 and
        Form
        8-K/A filed October 20, 2004 available at the EDGAR website of the Securities
        and Exchange Commission (www.sec.gov) or from LGA upon request. Copies may
        also
        be read and copied at the SEC's Public Reference Room, Headquarters Office,
        100
        F Street, N.E., Room 1580, Washington, DC 20549. Call (800) SEC-0330 for
        further
        information.
 
 Let's
        Go Aero, Inc.
 
 Aero,
        LGA's wholly owned subsidiary, is LGA's only operating business. Aero is
        in the
        business of designing and selling gear management solutions for automotive,
        recreation and commercial uses. Aero's family of products uses patented designs,
        and includes the GearWagon(R) line of Sport Performance Trailers(R), the
        GearSpace(TM) line of hitch-mount cargo carriers, the Silent Hitch Pin line,
        the
        LittleGiant Trailer line and the GullWing line of RV technology. Aero was
        formed
        in 1998.
 
 Aero
        was
        founded as a product design, development and engineering company. It specializes
        in providing novel solutions for vehicular cargo carrying enhancements. Aero
        has
        patents issued and pending that protect its intellectual property. These
        patents
        and claims relate to how cargo can be attached and carried on a vehicle's
        hitch
        receiver, frame, or body surface. Some examples are:
 
 o
        Silent
        Hitch Pin(TM) rigidly couples the connection between the trailer hitch receiver
        and any inserted ball mount or accessory;
 
 o
        TwinTube(TM) provides a universal mounting structure for carrying gear and
        equipment with a receiver style hitch;
 
 o
        The
        fully-enclosed, encapsulated, and easy-opening designs of Aero's product
        enclosures for cargo safety, security, and accessibility; and
 
 o
        Extensive designs for the use of C-Channel for making "Hardpoint(TM)"
        attachments to Aero's carriers, trailers, and all vehicular
        surfaces.
  3
  Aero
        also
        has numerous product extensions and accessories that complement and expand
        these
        core technologies.
 
 Aero's
        intellectual property has broad application in the automotive industry, and
        several automotive Original Equipment Manufacturers are in various stages
        of
        integrating aspects of Aero's technology into their product lines. In May,
        2002,
        Aero licensed three pieces of its intellectual property to Sport Rack
        International/Valley Industries, Inc., an affiliate of Thule, AB, the largest
        supplier to automotive manufacturers worldwide of products similar to Aero's
        products. Aero's product licenses with Sport Rack International/Valley
        Industries, Inc. resulted in the payment to Aero of $300,000 in 2004 and
        an
        ongoing royalty of 10% of the revenues (after $300,000) Sport Rack generates
        with the technology until May, 2007. The $300,000 is reflected in the financial
        statements at $60,000 per year. See note 4 to Financial Statements.
 
 At
        the
        November, 2002, Specialty Equipment Manufacturers Association (SEMA) annual
        trade show, Aero won the GMC Professional Grade Challenge for the Best New SUV
        Accessory Idea. This prestigious award from General Motors Corp. is for the
        Company's TwinTube system technology. At the November, 2003, SEMA show, Aero
        again won the GMC Professional Grade Challenge award for Aero's GearBed cargo
        management hardware. See “Patent Protection,” below.
 
 Aero
        has
        developed and will continue to develop intellectual property for the Automotive,
        RV and commercial industries. It is Aero's intent to license its technology
        to
        the industry leaders that can most effectively bring the licensed technology
        to
        market. Aero plans to license the production and sales of its products for
        an
        up-front fee and an ongoing royalty based on unit sales.
 
 Products
 
 Aero
        currently has several product lines that it has been selling for several
        years
        and other product lines that are emergent. These product lines are described
        as
        follows:
 
 o
              GearWagon
                  AT(TM) Sport Performance Trailers(R). Aero's GearWagon(R) line
                  of Sport
                  Performance Trailers(R) are designed for carrying all types of
                  personal,
                  recreational, and commercial gear in an aerodynamic, weather-resistant,
                  secure and attractive transport.
 
 o
              GearSpace(TM)
                  Carriers. The GearSpace(TM) hitch based carrier line consists of
                  two fully
                  enclosed cargo carrier models, GearSpace 34(TM) and GearSpace 20(TM),
                  with
                  three structural options to choose from for varying function while
                  on the
                  vehicle's hitch receiver. These patented and patent pending designs
                  offer
                  versatility, security and safety.
 
 o
              SILENT
                  HITCH PIN(TM). This anti-vibration device takes all movement out
                  of the
                  connection between the vehicle towing system and what's being towed
                  or
                  carried. In short, it freezes the attachment securely in place.
                  It works
                  with most consumer vehicle towing
                  systems.
 
 o
              TwinTube(TM)
                  System. The TwinTube(TM) ("TT(TM)") System is a new, patent pending
                  design
                  that has been licensed to Sport Rack International/Valley Industries,
                  Inc.
                  for sale to the automotive Original Equipment Manufacturers and
                  the
                  after-market. TwinTube(TM) is a universal mounting structure for
                  carrying
                  gear and equipment with a hitch receiver. TwinTube(TM) is also
                  available
                  as a UBI(TM) system (U-Build-It).
 
 o
              GearDeck(TM)
                  System. Incorporating Aero's novel TwinTube(TM) technology, GearDeck(TM)
                  is a modular carrier that functions as an open platform carrier
                  or a
                  fully-enclosed carrier through the use of a modular hardtop lid
                  enclosure
                  that is easily attached and removed. The open platform can carry
                  bicycles,
                  among many other large items; the full enclosure system carries
                  all kinds
                  of general cargo as well as items such as power
                  generators.
  4
  o
              GearBag
                  18(TM). Novel patent pending TwinTube(TM) based fully enclosed
                  gear
                  carrier that is value based and price-point competitive.
 
 o
              GearCrate(TM)/LittleGiant
                  Trailer System(TM). New patent pending design for both a stand
                  alone
                  recyclable shipping crate, a stand alone utility trailer and the
                  novel
                  function of a shipping crate that can be easily converted into
                  a trailer
                  at destination for the device being shipped; for example, ATV's,
                  motorcycles, generators, welders, etc. The design debuted at the
                  April,
                  2005, Canton Fair in Guangzhou,
                  China.
 
 o
              GullWing(TM)
                  camper. Derivative of Little Giant Trailer(TM). New patent pending
                  design
                  for personal motor sport and RV applications. The GullWing(TM)
                  design
                  allows a cargo trailer to convert into a new category of camping
                  trailer.
                  GullWing(TM) intellectual property also has application for pickup
                  toppers
                  and pickup campers. On October 7, 2006 the U.S. Patent and Trade
                  Office
                  notified LGA of its acceptance of LGA's GullWing claims. LGA is
                  in
                  discussions with several RV Original Equipment Manufacturers regarding
                  the
                  GullWing/Foldout intellectual
                  property.
 
 o
              TENTRIS(TM)
                  tent and portable structure. New patent pending design for tent
                  and
                  portable enclosure applications.
 
 o
              GearDeck
                  APU(TM). New patent pending derivative of Aero's GearDeck 17 system.
                  APU
                  is an all-in-one electrical generator storage, transportation and
                  organization solution designed initially for recreational vehicles.
                  The
                  APU system may also have application with the broader portable
                  generator
                  market.
 
 o
              ONAN
                  JUICEBOX. During 2006, Aero completed a product development effort
                  with
                  the Onan division of Cummins, Inc resulting in Onan's JuiceBox
                  product The
                  licensed design is based on LGA's Silent Hitch Pin, TwinTube, GearDeck
                  and
                  LandingGear Intellectual Property. LGA began receiving product
                  royalties
                  in July, 2006.
 
 o
              HARDPOINT(TM)
                  Technology. Aero has patents issued and patents pending for the
                  integration of C-Channel onto vehicle surfaces, including pickup
                  truck
                  beds, vehicle roofs and trailers. The Hardpoint(TM) system is another
                  potential source of royalty revenue for Aero. See “Patent Protection,”
                  below.
 
 Business
        History
 
 The
        impetus for Aero was a 1990 concept by its principal founder for a lightweight
        aerodynamic trailer to carry recreational gear. This concept led to the creation
        of a prototype product that was tested in 1997. In the fall of 1997, work
        began
        on what came to be the GearWagon(R) line of Sport Performance Trailers(R)
        (SPT).
        Aero was incorporated in April 1998, the first GearWagon(R) SPT hit the road
        in
        July, 1998, and Aero debuted two GearWagon(R) SPT's at the Interbike Trade
        Show
        in October, 1998.
 
 During
        the development of the GearWagon(R) product, several additional product
        opportunities became apparent. The GearWagon(R) Hardpoint(TM) system was
        designed using Unistrut(TM) and/or B-Line(TM) engineering C-Channel. The
        Hardpoint(TM) system appeared to have great promise for use in the motor
        vehicle
        and recreation vehicle industries, and Aero filed patent claims for the
        integration of C-Channel on vehicular surfaces in 1998. The original patent
        claims for Hardpoint(TM) technology were issued in 2001. Aero has also filed
        many continuation claims for this technology.  See "Patent Protection",
        below.
 
 After
        the
        Interbike Show in the Fall of 1998, Aero began receiving orders for GearWagon(R)
        trailers. Medallion Plastics in Elkhart, IN, became Aero's manufacturer of
        GearWagon(R) trailers in January, 1999.
 
  5
  In
        early
        1999, Aero joined the Specialty Equipment Market Association (SEMA). SEMA
        is the
        largest trade organization for the automotive after-market industry. Basically,
        SEMA is the entire automotive industry worldwide, less new vehicle sales.
        Aero
        displayed its products at SEMA's industry convention in November, 1999, as
        a
        debut to the automotive industry.
 
 During
        the development of the GearWagon(R) line, the Company developed a concept
        for a
        hitch based cargo carrier line that resulted in Aero's GearSpace(TM) product
        line. The GearSpace(TM) 34 capsule also debuted at the 1999 SEMA
        convention.
 
 Aero
        went
        on to design the Silent Hitch Pin(TM). Aero's patent application for the
        Silent
        Hitch Pin(TM), which was filed in mid-2000, was granted in May,
        2003.
 
 After
        the
        SEMA 2001 convention, Aero entered into a relationship with J.S. Chamberlain
        and
        Associates. Chamberlain and Associates has been an automotive supplier developer
        since the early 1960's. Through a series of meetings arranged by Chamberlain,
        Aero and Sport Rack International/Valley Industries, Inc. agreed to a product
        license for Aero's Silent Hitch Pin(TM) and Twin-Tube(TM) Technology in May,
        2002.
 
 At
        the
        SEMA 2002 convention Aero won the Best New SUV Accessory Idea from General
        Motors Corporation for its TwinTube(TM) carrier system. At the SEMA 2003
        convention Aero won the Best New Idea award from General Motors Corporation
        for
        its GearBed surface attachment system. See “Patent Protection,”
below.
 
 With
        the
        Tenet combination, Aero began redesigning and retooling its GearDeck, TwinTube,
        GearSpace and GearWagon products in order to meet market pricing, durability,
        assembly and shipping expectations. Retooled GearDeck production began in
        early
        2005, TwinTube production began in May, 2006, GearSpace production began
        in
        June, 2006, and the company is just completing the retooled GearWagon 125
        product. LGA expects to begin shipping the new GearWagon 125 in early 2007.
        LGA
        will be displaying these products, and others, at the 2006 SEMA show. This
        will
        be the first show LGA has attended since 2003.
 
 The
        Future
  Aero
        has
        the GearWagon(R) trailer line, GearSpace(TM) line, Silent Hitch Pin(TM) line,
        the GearDeck(TM) system, and TwinTube(TM) UBI(TM), GearCrate(TM), LittleGiant
        Trailer System(TM), GullWing(TM)
        that are patent protected and patent pending. Aero's Hardpoint(TM) technology
        may also be a significant royalty generator for Aero in the future.
 
 Aero's
        future focus is on market, partner and product development. There is a very
        large consumer market for Aero's products, and its approach to this market
        is to
        enter it through partnership arrangements with large existing
        participants.
 
 Aero
        is
        in discussions with various automotive and recreation vehicle Original Equipment
        Manufacturers for custom versions of its products and technology that compliment
        and extend the capabilities of the Original Equipment Manufacturers'
        vehicles.
 
  6
  Objectives
        and Sales
 
 Objectives
 
 o
              To
                  establish manufacturing, sales and marketing partners for Aero's
                  products
                  domestically and internationally
 
 o
              To
                  continue product development and invention work where a clear payoff
                  is
                  predictable
 
 o
              To
                  establish positive operating cash flow and
                  earnings
 
 Aero
        has
        licensed Sport Rack International/Valley Industries, Inc. to manufacture
        and
        sell three Aero designs in the consumer market. At the same time, Aero is
        focusing on opportunities to customize its products for business and
        governmental use.
 
 Customer
        Direct Sales
 
 Close
        to
        80% of Aero's sales revenue currently comes from direct-to-customer sales
        that
        are the result of the customer finding Aero's web site. Aero has exhibited
        products at several trade shows over the last five years. Primarily, Aero
        has
        attended the SEMA automotive trade show that is held annually in early November
        in Las Vegas. Aero has also displayed its products at the Denver International
        Auto Show and the Denver Sportsman’s Show.
 
 Aero
        has
        promoted its products primarily through a "Public Relations" approach. As
        a
        result of these efforts, Aero has spent little on direct advertising, yet
        has
        been featured in many national magazines, newspapers, and TV and radio shows.
        Because Aero's product designs are novel, publishers of magazines frequently
        feature its products in the magazines "New Product Review" sections along
        with
        Aero's address and web site. This approach has been important to Aero's products
        getting discovered, while keeping its promotional expenses low.
 
 Aero's
        customers also provide great leads for product sales. In addition to current
        owners giving Aero positive reviews to prospective new owners, Aero's products
        all feature its web site address on its product logo. Aero regularly gets
        inquiries from individuals who have seen Aero products in the
        field.
 
 It
        is
        Aero's intent to establish a sales relationship with market partners or an
        Original Equipment Manufacturer to promote, manage and distribute its product
        lines for gear transport through the partners' established market
        channels.
 
 Market
        for Products
 
 For
        many
        years, people have been increasing their recreation time and recreation
        interests. This trend has spurred a dramatic increase in the purchase of
        sport
        utility vehicles (SUV's), mini-vans, and pick-up trucks. The purchase of
        these
        style vehicles reflects, in part, the consumers' perceived need for increased
        cargo capacity.
 
  7
  Auto
        industry research indicates that nearly 50% of American households own a
        SUV,
        mini-van, or pick-up truck, and 70% of these vehicles are equipped with tow
        packages from the factory in addition to after-market hitch installations
        of
        nearly 6 million estimated for 2003 alone.(1) Accessory item sales for these
        vehicles, a segment of the automotive specialty equipment industry, grew
        nearly
        60% between 1990 and 2000, and hitch accessories continue to represent the
        fastest growing segment of the SUV's after-market accessory sales.(2) Aero's
        Sport Performance Carriers(TM) and products serve this expanding market.
        According to the Specialty Equipment Manufacturers Association (SEMA), the
        overall automotive retail after-market equipment sales for 2000 exceeded
        $23
        billion.(3) Accessory and appearance products are estimated to represent
        54% of
        those sales.(4) In addition, SEMA reports that the marketplace expanded nearly
        60% between 1990 and 2000.(5) Based on SEMA research, in 1999 there were
        3,800,000 receiver style hitches either installed by the after-market or
        delivered on new vehicles. In 2002, that number climbed to 4,900,000 and
        for
        2005 it's projected that the number increased to 5,800,000 units.
 ___________________________
 (1)
        Specialty Equipment Market Association, Market Highlights, 2001 & 2002
        Market Study.
 (2)
        Ibid.
 (3)
        Ibid.
 (4)
        Ibid.
 (5)
        Ibid.
 ___________________________
 
 The
        installed base of receiver style hitches presents a large latent market for
        Aero's products. Further, Aero believes that the automotive Original Equipment
        Manufacturers would like to migrate the accessories currently being carried
        on
        the roofs of SUVs to the receiver hitch to reduce the roll-over risk of SUVs
        and
        provide consumers with more convenient cargo carrying solutions.
 
 Competition
 
 The
        sport
        equipment carrier market is a competitive environment with more than ten
        participants that are larger than Aero and have the following advantages
        relative to Aero:
 
 Name
        Recognition
 
 Several
        competitors, like Yakima Products and Thule have established names with the
        public. Aero is still relatively unknown. It can take years to establish
        a Brand
        name, and Aero is at the beginning of exposing its products and brand to
        the
        public. Aero’s success against these competitors can not be
        assured.
 
 Product
        Lines
 
 Several
        competitors have broad product lines compared to Aero. Aero does not participate
        in the roof top cargo carrier market and does not plan to participate in
        this
        market, except, potentially, in a limited way with a roof top version of
        its
        GearCage line.
 
 In
        terms
        of product strength, Aero believes it has several distinct advantages over
        the
        competition:
  8
  
 o
              Large
                  cargo capacities and lightweight designs easily surpass the cargo
                  transport capabilities of roof top products and other receiver
                  based
                  products currently on the market.
 
 o
              The
                  opening systems enable Aero products to enclose space more
                  efficiently.
 
 o
              Aero
                  enclosed carrier products offer increased security over open
                  carriers.
 
 o
              Aero
                  products are safer than rooftop carriers, their primary
                  competitors.
 
 o
              Patent
                  filings protect Aero products' ergonomics and
                  efficiencies.
 
 o
              Aero
                  products' aerodynamic efficiencies reduce impact on fuel
                  economy.
 
 o
              Multiple
                  product offerings provide consumers with various options and price
                  consideration
 
 Opening
        Systems
 
 Aero's
        GearWagon(R) and GearSpace(TM) capsules represent a new category of container.
        These containers have shells that are concave so that the lids open by dropping
        and "nesting" under the base. This allows easy content access for customers.
        When closed, the shells are "self-reinforcing" and very tough.
 
 Content
        Security
 
 Aero's
        GearWagon(R) and GearSpace(TM) carriers are lockable and fully enclosed so
        the
        owner's gear is in a water and dust free environment. When traveling, having
        gear out of sight is one of the best theft-prevention steps to take. This
        means
        high-value, lightweight objects like cameras and computers can be stowed
        in
        Aero's carriers.
 
 Safety
        Factor
 
 Safety
        comes in many forms for Aero customers. When compared to roof-based systems,
        Aero carriers do not raise a vehicle's center of gravity and therefore, when
        compared to a similar weight on the roof of a vehicle, make the vehicle less
        prone to rollover.
 
 Aero's
        carriers are also loaded by standing on the ground. Roof carriers are commonly
        loaded by standing on a running board, a doorsill or a stepladder--all
        precarious positions from which to be lifting and moving gear. Most roof
        systems
        are limited to 100 pounds of gear weight. Most SUV hitch receivers are rated
        for
        500 pounds of load carrying.
 
 Patent
        Protection
 
 Starting
        in 1998, Aero has been diligent at protecting its technology with "utility"
        patent protection, which is the highest form of invention protection. Utility
        patents are issued for truly novel technological achievements. The method
        by
        which Aero's product capsules open, the Hardpoints(TM) used on Aero's products,
        the way Aero's GearSpace(TM) carrier platforms telescope and pivot, and the
        features of the Silent Hitch Pin(TM) are all patented aspects of Aero's
        products. All Aero's patents have at least 12 years remaining in their
        respective terms. Aero has 7 issued patents and nine pending
        patents.
 
  9
  The
        advantages of patent protection can be seen most clearly with the Silent
        Hitch
        Pin(TM) and the TwinTube(TM) system. Aero has licensed this technology to
        Sport
        Rack International/Valley Industries, Inc. which is selling to industry
        participants. Other industry participants sell these Aero designs through
        private label supply agreements with Aero. Aero believes that private label
        supply agreements with "Brand Name" entities for its designs, will have a
        financially significant impact on the company's future.
 
 Aero
        has
        patents issued and patents pending protecting its GearBed intellectual property.
        Nissan has challenged certain GearBed claims with the US Patent and Trademark
        Office. Aero cannot forecast the outcome of the GearBed patent review at
        this
        time.
 
 Aerodynamic
        Efficiencies and Fuel Economy
 
 It
        appears from informal evidence that Aero's GearWagon(R) line of Sport
        Performance Trailers(R) is fuel efficient. It also appears from informal
        evidence that Aero's GearSpace(TM) carriers have no noticeable effect on
        fuel
        economy. When used on an SUV, these carriers sit in the vehicle's
        draft.
 
 Volume
        and Weight Advantages
 
 Because
        of Aero's capsular designs, its products offer high "space-to-weight" ratios
        relative to other cargo carrying products currently on the market. The
        GearWagon(R) 125 weighs in at 350 pounds empty, encloses approximately 125
        cubic
        feet and has a carrying capacity of 1,000 pounds. A standard "box" trailer
        with
        similar storage capability typically weighs close to 1,000 pounds empty,
        meaning
        that a fully loaded GearWagon(R) 125 weighs only 350 pounds more than a
        comparable empty box trailer. Aero's GearSpace(TM) line attaches to one of
        the
        strongest points on a vehicle, the hitch receiver. Aero rates its GearSpace(TM)
        carriers for 300 pounds of cargo carrying, which gives the owner of a standard
        SUV more than twice the weight carrying ability of a typical roof top
        box.
 
 Manufacturing
        and Development
 
 Manufacturing
 
 Aero's
        focus is on product and technology development. In some of Aero's licensing
        arrangements, the licensee is responsible for manufacturing. Aero does have
        numerous vendors it utilizes to manufacture or fabricate its products. Aero
        has
        utilized numerous vendors that have produced over 100,000 Silent Hitch Pins(TM).
        Aero has begun GearSpace 34 production with a Colorado based rotational molder.
        Aero has reduced the retail price of its GearSpace 34 by more than 25% with
        this
        production technique change. Aero has also successfully converted the production
        of GearWagon, with this vendor, from a thermoformed to a rotational molded
        design.
 
 Aero
        recently began a contract manufacturing relationship with Red Horse Performance
        (RHP) of Shanghai, China. RHP is currently one of Aero's TwinTube(TM) system
        vendors. Aero is evaluating RHP as a potential vendor for the Silent Hitch
        Pin
        product line, the LittleGiant product line and the GearCage product line.
        Aero
        and RHP anticipate providing LGA's designs to known industry brands under
        private label supply agreements.
   10
  Aero
        is
        in the final stages of completing an agreement with AutoTek Group Inc., New
        York
        that will allow AutoTek N.Y.'s manufacturing partnership, AutoTek China of
        Yantai, China, to begin producing and selling Aero's GearCrate (GC) and
        LittleGiant Trailer system (LGT) intellectual property. Aero and AutoTek
        China
        displayed two LGT's at the April, 2005, Canton Fair in Guangzhou, China.
        Beginning April 5, 2005, Chinese citizens can now tow lightweight trailers
        (under 1,500 pound load) on China's roads. Aero and AutoTek N.Y. have agreed
        on
        a non-exclusive license program whereby AutoTek China produces GC and LGT
        based
        designs for exclusive sale by LGA and AutoTek N.Y., in the domestic China
        market
        and for the worldwide export market. Aero receives preferred pricing for
        the
        LGT's and GC's it purchases from AutoTek China. Aero has reached final terms
        on
        this license with AutoTek N.Y. and anticipates signing the final agreements in
        the near future. AutoTek
        China is displaying LGT at its world debut in the Canton Fair starting October
        15, 2006 , :  http://www.cantonfair.org.cn/en/index.asp AutoTek
        China, one of LGA's non-exclusive manufacturing partners, can be viewed at
        their
        website: http://www.autotekchina.com/
 
 Aero
        is
        actively engaged in specifying sources for all its assembly services, raw
        materials and parts in order to ensure that its products meet its quality
        and
        performance standards. All specified raw materials and parts or acceptable
        substitutions are available from many suppliers, and Aero does not rely on
        any
        one supplier the loss of which would cause any long term adverse consequences
        to
        Aero.
 
 Shipping
 
 The
        shipping cost of Aero's products is reasonable considering some of the products'
        sizes. Aero has shipped over 1,000 units from Elkhart to destinations throughout
        the United States. Aero has had few freight claims for damaged goods and
        believes it has the packaging adequate to properly protect the
        product.
 
 Both
        GearWagon(R) and GearSpace(TM) products have modest final assembly requirements
        for the customer or dealer to complete.
 
 Aero
        utilizes the shipping services of Roadway and R&L Carriers among
        others.
 
 Research
        and Development
 Aero's
          expenditures for research and development have been $31,112 and $13,779
          for the
          fiscal years ended June 30, 2005 and 2006, respectively. See Management's
          Discussion and Analysis, below. Aero will continue product development
          and
          invention work where a clear payoff is anticipated. LGA has no R&D plans
          currently. Aero's staff is considering numerous ways to branch and grow
          its
          current products depending on market opportunity and demand. Aero's staff
          continues to work on new product designs and improvements to protect and
          expand
          Aero's existing intellectual property. LGA's R&D activity changes based on
          market opportunities.
 Regulation
 
 Aero
        has
        adopted all applicable standards from United States National Highway
        Transportation Safety Administration regulations and maintains adherence
        to
        Society of Automotive Engineers guidelines and specifications. In addition,
        both
        federal and state authorities regulate the manufacturers and sellers of
        recreational and family cargo transports. Aero is a licensed vehicle
        manufacturer in the State of Colorado and has obtained the state permits,
        licenses, and bonds required to operate.
 
  11
  Aero's
        products have been independently tested for impact and temperature extremes.
        Aero's Silent Hitch Pin(TM) and GearSpace(TM) Spine and Frame structural
        systems
        have been independently tested for load carrying strength.
 
 Aero
        has
        had Corporate and Product Liability insurance for the last five years and
        has
        not had a product liability claim. Further, as Aero successfully licenses
        its
        designs, generally the licensee will be responsible for carrying manufacturer
        and product liability insurance.
 
 Aero
        has
        registered with or obtained memberships, licenses, permits, or certificates
        from
        the following organizations and agencies:
 
 Society
        of Automotive Engineers (SAE); National Highway Transportation Safety
        Administration (NHTSA); Dealer Section of the Department of Motor Vehicles,
        State of Colorado; and Specialty Equipment Market Association
        (SEMA).
 
 Aero
        anticipates no material effects on its business from federal, state or local
        environmental regulation.
 
 Employees
 
 Aero
        currently has four full-time employees including its officers, Marty Williams
        and Sara Williams. Aero's Vice President of Engineering and Board member,
        Matthew Drabczyk, who is also a major LGA shareholder, works on a project
        basis
        for Aero. Aero anticipates adding sales and production employees as
        needed
 
 Reports
        Filed with the Securities and Exchange Commission.
 
 LGA
        is
        registered with the SEC under the Securities Exchange Act of 1934. As a
        registrant, LGA files annual (Form 10-KSB) and quarterly (Form 10-QSB) that
        contain financial information. LGA also files proxy statements for its meetings
        of shareholders and reports of material current events (Form 8-K). This
        information may be requested or read through sources described above in this
        Item 1 or from the Company free of charge. The Company does not maintain
        copies
        of its Securities and Exchange Commission reports on its website, www.letsgoaero.com ,
        because
        the reports are easily available at www.sec.gov .
 
 **Item
        2. Description of Property.**
 
 Aero
        currently leases 7,500 square feet of combined office and warehouse space
        at its
        principal place of business in Colorado Springs, Colorado, that it uses for
        storage of some inventory and light product assembly. Aero entered into this
        lease in June, 2004, and expects its facilities will be sufficient for the
        three-year term of the lease. The lease rent is $5,500 per month. The space
        is
        currently fully built out in good condition and Aero has no plans to renovate
        it. Comparable properties are available at competitive rates in the same
        general
        area as the current facilities. The current space is adequately covered by
        insurance.
 
 **Item
        3. Legal Proceedings.**
 
 None
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 None.
 
  12
  **PART
        II**
 
 **Item
        5. Market for Common Equity and Related Stockholder
        Matters.**
 
 LGA's
        common stock is currently thinly traded "over-the-counter" and is listed
        in the
        Pink Sheets(R) published by the National Quotation Bureau, Inc. as well as
        on
        the OTC Bulletin Board operated by the NASDAQ Stock Market, Inc. The following
        table sets forth the high and low bid prices for LGA's common stock for each
        of
        the quarters ending on the indicated date adjusted for LGA's reverse split
        of
        1:20 that was effective October 22, 2003.
 
  Quarter
                  Ended
              Low
                  Price
              High
                  PriceSeptember
                  30
              .20
              .35December
                  31
              .20
              .402005
              March
                  31
              .25
              .94June
                  30
              .40
              1.00September
                  30
              .81
              1.20December
                  31
              1.15
              1.202006
              March
                  31
              1.15
              1.40June
                  30
              1.10
              2.25
 
 The
        quotations reflect inter-dealer prices, without markup, markdown or commission
        and may not represent actual transactions. The source of prices were Yahoo.com
        and BigCharts.com.
 
 The
        number of shareholders of record for LGA's common stock as of June 30, 2006,
        was
        359, which include depositories and broker/dealers who hold shares of common
        stock in "nominee" or "street" names.
 
 Sales
        of Unregistered Securities
 
 The
        following table sets forth information regarding recent sales of unregistered
        securities.
 
 Shares
                  of CommonDate
              Stock
                  Sold
              Aggregate
                  PriceAugust
                  2005
              43,148
              $
                  29,987.86January
                  2006
              215,738
              149,937.91June
                  2006
              215,000
              $150,500.00
 
 All
        sales
        were negotiated and approved the Company's Board of Directors. Each of the
        purchases was made by an individual investor and who was existing
        shareholders. All purchasers represented that they were accredited investors
        as defined in the United States securities laws. The sales were exempt from
        registration under Section 4(2) and/or 4(6) of the Securities Act of 1933,
        as
        amended and/or Rule 506 or Regulation D.
  13
  
 **Item
        6. Management's Discussion and Analysis or Plan of
        Operation.**
 
 Results
        of Operations
 
 Fiscal
          2006 Compared with Fiscal 2005
 FY
                  06
              
              FY
                  05Product
                  sales and RoyaltyRevenue
              
              
              336,721
              
              
              286,197Cost
                  of Revenues
              
              
              183,163
              
              
              173,207SGA
              
              
              309,588
              
              
              374,512DEV
              
              
              13,779
              
              
              31,112Stock
                  Option Expense
              
              
              -0-
              
              
              309,756Costs
                  and Expenses
              
              
              506,530
              
              
              888,587Operating
                  Loss
              
              
              (169,809
              )
              
              (602,39
              0)
  
 During
        fiscal year 2006 the Company had revenues of $336,721, which represented
        an
        increase of $50,524 or 18% over prior year revenues of $286,197. This increase
        is attributable to higher end user sales generated from the Company’s web site,
        beginning sales of Aero’s retooled GearSpace 34, the launch of Onan’s JuiceBox
        product and increased Silent Hitch Pin sales.
 Cost
          of
          revenues increased 6% from $173,207 in 2005 to $183,163 in 2006. The 6%
          increase
          in cost of goods sold, relative to a
          18%
          increase in sales, reflects reduced costs for the Company’s GearSpace 34 product
          stemming from the Company’s 2006 retooling effort, reduced costs for the
          Company’s TwinTube system and modestly lower costs for GearDeck 17.
 
 The
          gross
          margin on product sales increased to 32% in 2006 from 23% in 2005. Aero’s 2006
          increase in gross margin on product sales resulted from the above cited
          improvements in manufacturing costs and component sourcing.
 
 Including
          royalty income, gross margin increased from 39% in 2005 to 47% in 2006.
          Aero’s
          business model is to generate revenue from both product sales, including
          end
          user direct, Original Equipment Manufacturer and dealer sales and from
          licensing
          revenue and royalties for the Company’s intellectual property portfolio. Aero
          has been successful at generating revenue from both sources, but not, as
          yet, to
          a degree sufficient for ongoing profitable operations. Late in the 2006
          fiscal
          year, Aero began receiving royalty payments from Onan for the Aero intellectual
          property contained in Onan’s new JuiceBox product.
  14
  Aero’s
        sales revenue growth for 2006 is the result of growing end user purchases
        of the
        Company’s products, modest improvements in Aero’s dealer sales and growing use
        of Aero’s Silent Hitch Pin by hitch equipment Original Equipment Manufacturers.
        Aero’s internet based sales initiatives, begun during the 2005 year, have
        resulted in higher inquiries and sales volumes for the Company. Plastic
        shells where 50% of the respective product cost for 2006.
 G&A
          expenses decreased to $309,588 in 2006 as compared to $374,512 in 2005.
          Aero
          anticipates that G&A expenses will increase for 2007.
 
 Aero’s
          financial profile has improved over the last year.  During
          2006 Aero sold out of it's original GearWagon and GearSpace ABS plastic
          formed
          products. During the second half of fiscal 2006, Aero successfully retooled
          its
          GearSpace 34 product and is experiencing acceptable unit sales. Aero will
          exhibit its retooled GearSpace 34 and GearWagon 125 products, along with
          debuting the LittleGiant trailer design in North America, with other new
          products at the 2006 SEMA Show starting October 30, 2006. Aero's
          inventory consist primarily of finished goods that have no more than 90
          day lead
          times. It is very rare for Aero to have a product return.
 
 Based
          on
          Aero’s operating history, it is probable that the Company will need additional
          capital in order to achieve and sustain profitable operations. Aero has
          a
          history of obtaining growth capital from three sources, 1) equity sales,
          2)
          product margin 3) licensing revenue. Aero prefers to obtain operating capital
          from operating margin and licensing revenue. Aero has opportunities, exclusive
          of equity sales, to generate the capital required for growth from licensing
          revenue. Aero is currently in licensing discussions with several companies
          regarding the company’s intellectual property. No assurance can be given as to
          whether these discussions will result in actual licenses and revenue for
          the
          company.
 
 Product
          development expenses decreased 56% to $13,779 in 2006 from $31,112 in 2005.
          An
          important element of Aero’s business model is its ability to create novel
          product designs that include patentable attributes. In the ideal, the actual
          accountable dollar cost of developing valuable intellectual property is
          negligible. The process of creating new intellectual property and improving
          existing Aero technology will result in ongoing expenses for the Company.
          The
          timing and amount of these expenses will vary from period to
          period.
 
 Net
          loss
          for the 2006 year was ($261,477) or ($0.03) per share as compared to ($590,323)
          or ($0.08) per share in 2005. A significant component of the Company’s 2005
          reported loss was the $309,756 charge for the expensing of stock
          options.
 
 The
          2006
          net loss includes a cash charge for employee embezzlement during the fiscal
          year
          in the amount of ($72,801). Through September, 2006, a former accountant
          for the
          Company stole a total of $134,000 of the Company’s cash using various fraudulent
          techniques. In the 12 business days since Aero's discovery of this crime,
          Aero
          has recovered $17,000 in cash and reasonably expects to recover another
          approximate $50,000 in the next 120 days. Interest
          expense increased in 2006 versus 2005 due to the interest charged on credit
          card
          balances fraudulently incurred by the Company's former accountant.
 
 Liquidity
        and Capital Resources
 
 The
        Company's cash position decreased from $25,882 at year-end 2005 to $-0- at
        year-end 2006. The reduction in cash from 2005 to 2006 year-end, is primarily
        the result of a former employee embezzling $72,801 in cash from the Company
        during 2006.
 
  15
  Aero
        is
        increasing product sales by increasing the profile of the Company’s products
        with the public, retailers and Original Equipment Manufacturers. Aero’s retail
        sales and promotion efforts are focused on web based promotion and direct
        to
        customer related activities. Aero is currently meeting with recreational
        product
        Original Equipment Manufacturers and distributors for the purpose of adding
        our
        products, or products containing Aero’s intellectual property, to their sales
        programs. During fiscal 2007, Aero anticipates adding personnel in Colorado
        Springs to support its selling effort.
 
 Aero
        regularly evaluates its intellectual property portfolio in light of product
        and
        licensing opportunities for the Company’s intellectual property. The royalties
        derived from the Company’s intellectual property licenses obtained to date have
        not been sufficient to achieve ongoing profitable operations. Aero is reviewing
        licensing opportunities with Original Equipment Manufacturers for, among
        other
        patented/patent pending intellectual property, the following
        designs:
 
 A.
        Improved Crate System
 
 B.
        GullWing/FoldOut
 
 C.
        A
        modified GearDeck 17(TM) system for storing, transporting and organizing
        portable generators
 
 D.
        GearDeck 17(TM), GearCage, GearVault, CamLok, TwinTube UBI, and Silent Hitch
        Pin(TM) designs under private label
 
 E.
        GearCrate(TM) and the related LittleGiant Trailer System
 
 F.
        GearBed surface mount accessory for pickup truck beds
 
 G.
        Tentris tent/portable structure designs
 
 H.
        CamLok
        Silent Hitch Pin design
 
 No
        assurances can be made as to whether the Company will successfully convert
        these
        opportunities into meaningful revenue for the Company.
 The
          Company reported positive shareholder equity of $244,898 as of June 30,
          2006,
          compared to a shareholder deficit for 2005 of ($24,051).
 
 Cash
          was
          $-0- at year-end 2006 as compared to $25,882 at year end 2005. Net cash
          used in
          operating activities was ($309,777) in 2006 as compared to ($415,969) for
          2005.
          During 2006, the Company recorded a cash charge for embezzlement in the
          amount
          of ($72,801).
  While
          approximately $106,408, is owed to present officers and/or directors, there
          can
          be no assurance that these officers/directors will not seek payment in
          the near
          term.
 
 Inflation
        has not had a significant impact on the Company's operations.
 
  16
  **Item
        7. Financial Statements.**
  **LGA
          HOLDINGS, INC.**
 
 Financial
          Statements
 
 June
          30,
          2006
 
 (with
          Report of Independent Registered Public Accounting Firm Thereon)
 
 **LGA
        HOLDINGS, INC.**
 
 
 Index
        to
        Financial Statements
 
 **Page**Report
                  of Independent Registered Public Accounting Firm
              F-2Balance
                  Sheet at June 30, 2006
              F-3Statements
                  of Operations, for the years endedJune
                  30, 2006 and 2005
              F-4Statement
                  of Changes in Shareholders' Equity for the period fromJuly
                  1, 2004 through June 30, 2006
              F-5Statements
                  of Cash Flows, for the years endedJune
                  30, 2006 and 2005
              F-6Notes
                  to financial statements
              F-7
 
 
 
 
  **Report
          of Independent Registered Public Accounting Firm**
 
 
 The
          Board
          of Directors and Shareholders
 LGA
          Holdings, Inc.:
 
 
 We
          have
          audited the accompanying balance sheet of LGA Holdings, Inc. as of June
          30, 2006, and the related statements of operations, shareholders’ equity,
          and cash flows for the years ended June 30, 2006 and 2005. These financial
          statements are the responsibility of the Company’s management. Our
          responsibility is to express an opinion on these financial statements based
          on
          our audits.
 
 We
          conducted our audits in accordance with the standards of the Public Companies
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audits 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 LGA Holdings, Inc. as of June
          30,
          2006, and the results of its operations and its cash flows for the years
          ended
          June 30, 2006 and 2005 in conformity with accounting principles generally
          accepted in the United States.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 1 to the financial
          statements, the Company has incurred recurring operating losses and has
          a
          working capital deficit at June 30, 2006, which raises substantial doubt
          about
          its ability to continue as a going concern. Management’s plans regarding those
          matters also are described in Note 1. The financial statements do not include
          any adjustments that might result from the outcome of this
          uncertainty.
  /s/Cordovano
          and Honeck LLP
 Cordovano
            and Honeck LLP
 Englewood,
          Colorado
 October
          13, 2006
  
   **LGA
        HOLDINGS, INC.**
 **Balance
        Sheet**
 **June
        30, 2006**
 
 
 **Assets**Current
                  assets:Accounts
                and note receivable:Trade,
                  net of allowance for doubtful accounts of $-0- (Note 1)
              
              $
              18,576Note
                  receivable, current portion
              
              
              5,770Other
                  receivables (Note 8)
              
              
              17,379Stock
                  subscription receivables (Note 5)
              
              
              150,500Inventory,
                  at lower cost or market (Note 3)
              
              
              159,595Prepaid
                  expenses
              
              
              6,542Total
                  current assets
              
              
              358,362Property
                  and equipment, at cost,net
                  of accumulated depreciation of $110,442 (Note 3)
              
              
              108,172Intangible
                  assets (Note 3)
              
              
              81,079Other
                  assets
              
              
              2,605Total
                  assets
              
              $
              550,218**Liabilities
                  and Shareholders’ Equity**Current
                  liabilities:Bank
                  overdraft
              
              $
              8,472Accounts
                  payable
              
              
              107,573Accrued
                  payroll
              
              
              27,867Unearned
                  revenue
              
              
              55,000Total
                  current liabilities
              
              
              198,912Long-term
                  debt, related party (Note 2)
              
              
              106,408Total
                  liabilities
              
              
              305,320Commitments
                  and contingencies (Note 6)
              
              
              —Shareholders’
                  equity (Notes 2 and 5):Common
                  stock, $.001 par value; authorized 100,000,000 shares,issued
                  and outstanding, 8,592,960 shares
              
              
              8,593Additional
                  paid-in capital
              
              
              1,150,918Retained
                  deficit
              
              
              (914,613
              )Total
                  shareholders' equity
              
              
              244,898Total
                  liabilities and shareholders' equity
              
              $
              550,218
 See
          accompanying notes to financial statements










**LGA
        HOLDINGS, INC.**
 **Statements
        of Operations**
 
 
 **For
                  the Years Ended****June
                  30,****2006**
              
              **2005**Sales
                  and Revenue:Product
                  sales
              
              $
              270,071
              
              $
              226,197Royalty
                  revenue (Note 4)
              
              
              66,650
              
              
              60,000Total
                  sales and revenues
              
              
              336,721
              
              
              286,197Costs
                  and expenses:Costs
                  of sales and revenue
              
              
              183,163
              
              
              173,207Stock-based
                  compensation (Note 5)
              
              
              —
              
              
              309,756Research
                  and development
              
              
              13,779
              
              
              31,112General
                  and administrative
              
              
              309,588
              
              
              374,512Total
                  costs of sales and revenues
              
              
              506,530
              
              
              888,587Operating
                  loss
              
              
              (169,809
              )
              
              (602,390
              )Other
                  income (expense):Other
                  income
              
              
              833
              
              
              15,287Interest
                  expense
              
              
              (19,700
              )
              
              (3,220
              )Embezzlement
                  expense, net of recoveries (Note 8)
              
              
              (72,801
              )
              
              —Loss
                  before income taxes
              
              
              (261,477
              )
              
              (590,323
              )Income
                  tax provision (Notes 1 and 7)
              
              
              —
              
              
              —Net
                  loss
              
              $
              (261,477
              )
              $
              (590,323
              )Basic
                  and diluted loss per share
              
              $
              (0.03
              )
              $
              (0.08
              )Weighted
                  average common shares outstanding
              
              
              8,216,424
              
              
              7,264,971
 See
        accompanying notes to financial statements












**LGA
        HOLDINGS, INC.**
 **Statement
        of Changes in Shareholders' Equity**
 
 
 **Additional****Common
                  Stock**
              
              **Paid-in**
              
              **Retained****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Deficit**
              
              **Total**Balance
                  at July 1, 2004
              
              
              6,779,074
              
              $
              6,779
              
              $
              —
              
              $
              (62,813
              )
              $
              (56,034
              )Sale
                  of shares for cash (Note 2 and 5)
              
              
              1,340,000
              
              
              1,340
              
              
              311,210
              
              
              —
              
              
              312,550Common
                  stock optionsgranted
                  (Note 5)
              
              
              —
              
              
              —
              
              
              309,756
              
              
              —
              
              
              309,756Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              (590,323
              )
              
              (590,323
              )Balance
                  at June 30, 2005
              
              
              8,119,074
              
              
              8,119
              
              
              620,966
              
              
              (653,135
              )
              
              (24,051
              )Common
                  stock optionsexercised
                  at $.695 per share (Note 2)
              
              
              258,886
              
              
              259
              
              
              179,667
              
              
              —
              
              
              179,926Sale
                  of call option (Note 2)
              
              
              —
              
              
              —
              
              
              200,000
              
              
              —
              
              
              200,000Sale
                  of common stockat
                  $.70 per share (Note 2)
              
              
              215,000
              
              
              215
              
              
              150,285
              
              
              —
              
              
              150,500Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              (261,477
              )
              
              (261,477
              )Balance
                  at June 30, 2006
              
              
              8,592,960
              
              $
              8,593
              
              $
              1,150,918
              
              $
              (914,613
              )
              $
              244,898


See
        accompanying notes to financial statements







**LGA
        HOLDINGS, INC.**
 **Statements
        of Cash flows**
 
 **For
                  the Years Ended****June
                  30,****2006**
              
              **2005**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (261,477
              )
              $
              (590,323
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Depreciation
                  and amortization
              
              
              15,872
              
              
              26,237Stock-based
                  compensation (Notes 2 and 5)
              
              
              —
              
              
              309,756Changes
                  in operating assets and liabilities:Receivables,
                  inventory and other assets
              
              
              (65,990
              )
              
              (36,786
              )Payables,
                  deferred income and other liabilities
              
              
              1,818
              
              
              (124,853
              )Net
                  cash used inoperating
                  activities
              
              
              (309,777
              )
              
              (415,969
              )Cash
                  flows from investing activities:Purchase
                  of equipment and other assets
              
              
              (96,031
              )
              
              (41,176
              )Net
                  cash used ininvesting
                  activities
              
              
              (96,031
              )
              
              (41,176
              )Cash
                  flows from financing activities:Repayments
                  on long-term debt
              
              
              —
              
              
              (10,142
              )Proceeds
                  from issuance of common stock
              
              
              379,926
              
              
              312,550Net
                  cash provided byfinancing
                  activities
              
              
              379,926
              
              
              302,408Net
                  change in cash andcash
                  equivalents
              
              
              (25,882
              )
              
              (154,737
              )Cash
                  and cash equivalents:Beginning
                  of year
              
              
              25,882
              
              
              180,619End
                  of year
              
              $
              —
              
              $
              25,882Supplemental
                  disclosure of cash flow information:Cash
                  paid during the year for:Income
                  taxes
              
              $
              —
              
              $
              —Interest
              
              $
              —
              
              $
              —Noncash
                  investing and financing transactions:Accrued
                  salaries and interest converted to debt
              
              $
              106,408
              
              $




See
        accompanying notes to financial statements








**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**








**(1)
      Organization and summary of significant accounting
      policies**





***Organization,
      basis of presentation and Liquidity***





LGA
      Holdings, Inc. (“LGA”, “We”, “Us” or “Our”) was incorporated in Colorado on
      April 14, 1998 as Let’s Go Aero, Inc. We develop intellectual property for the
      automotive, recreation vehicle and recreation industries. We also manufacture
      and distribute various types of specialty trailers and cargo carrying
      enhancements as well as related parts, accessories and services for the
      automobile, recreational vehicle and recreational equipment industries. Our
      specialty trailers are manufactured by third party vendors and assembled in
      our
      facilities in Colorado Springs. We also sell our products directly to end-user
      customers.




***Reverse
      Acquisition***




Effective
      June 30, 2004, we acquired Tenet Information Services, Inc., a Utah public
      shell
      company, in a reverse acquisition in order to access the capital markets to
      fund
      our business plans. We exchanged 100 percent of our outstanding shares of common
      stock for 5,762,214 shares of the common stock of Tenet Information Services,
      Inc. (“TIS”) in a reverse acquisition. This acquisition has been treated as a
      recapitalization of LGA, a Colorado corporation, with TIS the legal surviving
      entity. Since TIS had, prior to recapitalization, minimal assets (consisting
      principally of cash and receivables) and no operations, the recapitalization
      has
      been accounted for as the sale of 1,016,860 shares of LGA common stock for
      the
      net assets of TIS. Costs of the transaction have been charged to the period.
      This acquisition also provided $125,999 in net assets including $164,094 in
      cash. On May 27, 2005 the shareholders of TIS approved a name change to LGA
      Inc.
      When LGA Inc. filed this name change with the State of Utah, the name LGA Inc.,
      was rejected for being in use by another Utah corporation. Pursuant to Utah
      statute 16-10a-100, LGA’s Board subsequently adopted the name, “LGA Holdings,
      Inc.” in order to resolve this situation.





In
      2004,
      we changed our year-end from December 31 to June 30.





***Going
      Concern***





Inherent
      in our business are various risks and uncertainties, including our limited
      operating history, historical operating losses and dependence upon strategic
      alliances. The accompanying financial statements have been prepared on a going
      concern basis, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business.




We
      have
      experienced negative cash flow from operations since our inception and we have
      expended, and expect to continue to expend, substantial funds to continue our
      research and development and marketing efforts. As a result, we have suffered
      recurring losses at June 30, 2006. Based on our current operating plans,
      management believes that proceeds from future revenues and futures sales of
      common stock, will be sufficient to meet operating needs for the foreseeable
      future. The actual funds that we will need to operate during this period will
      be
      determined by many factors, some of which are beyond our control. Lower than
      anticipated sales of our products or higher than anticipated expenses could
      require us to need additional financing sooner than expected. There is no
      assurance that we will be successful in selling additional shares of common
      stock to the public. Our business plan projects profits in June 2007.







F-7





**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**








***Fair
      Values of Financial Instruments***





The
      carrying values of accounts receivable, notes receivable, accounts payable
      and
      accrued liabilities approximate fair value due to (1) the short-term maturities
      of these assets and liabilities or (2) their terms.





***Use
      of Estimates***





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosures of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the period.
      The more significant estimates are used for such items as: recoverability of
      inventory and property and equipment, valuation allowance for doubtful accounts,
      reserves for warranty, and fair valuation of stock options. As better
      information becomes available or as actual amounts are determinable, the
      recorded estimates are revised. Ultimate results could differ from these
      estimates.





***Cash
      and Cash Equivalents***





We
      consider all highly liquid securities with original maturities of three months
      or less when acquired to be cash equivalents. At June 30, 2006, there were
      no
      cash equivalents.





***Reclassifications***





Certain
      balances for the year ended June 30, 2005, have been reclassified to conform
      with the current year presentation with no effect on net income. These balances
      included reclassifying a portion of an officer’s salary to research and
      development expense and a portion of rent, utilities, and labor to cost of
      sales.





***Concentrations***





We
      purchase our plastic shells from two suppliers. The purchases represented
      approximately 50 %
      and 59%
      of cost of sales for the years ended June 30, 2006 and 2005, respectively.
      Although there are a limited number of manufacturers of plastic shells,
      management believes that other suppliers could provide similar shells on
      comparable terms.





During
      the year ended June 30, 2006, we changed our suppliers and reengineered the
      designs of certain plastic shells to utilize more efficient plastic forming
      techniques that simplify the production of the products, strengthen the products
      and significantly reduce the product’s manufacturing cost.





***Accounts
      Receivable***





Trade
      receivable consists of amounts due from customers, which are mainly end-users
      and dealers. We consider accounts more than 30 days old to be past due. We
      allow
      for estimated losses on accounts receivable based on prior bad debt experience
      and a review of existing receivables. Bad debt recoveries are charged against
      the allowance account as realized. At June 30, 2006, we considered accounts
      receivable to be fully collectible; accordingly, no allowance for doubtful
      accounts is required.








F-8








**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**





***Inventories***





Inventories
      are stated at the lower of cost, as determined on average cost basis, or market.
      Raw materials consist of the cost of materials required to produce trailers
      and
      accessories and to support parts sales and service.





***Prepaid
      expenses***





Prepaid
      expenses primarily include the unamortized portion of annual casualty and third
      party liability insurance premiums. These premiums are amortized to expense
      over
      the insurance year.





***Property
      and Equipment***





Property
      and equipment are stated at cost. Expenditures that extend the useful lives
      of
      assets are capitalized. Repairs, maintenance and renewals that do not extend
      the
      useful lives of the assets are expensed as incurred. Depreciation is provided
      for financial reporting purposes using straight-line method over estimated
      useful lives ranging from 3 to 7 years for machinery, tooling, furniture and
      equipment.





Certain
      tooling used to make our plastic shells is held for use at our subcontractors’
facilities in Denver, Colorado.





***Intangible
      Assets***





We
      have
      patents issued and pending to protect our intellectual property. These patents
      relate to how cargo can be attached and carried on a vehicle’s hitch receiver,
      frame, or body surface. Patent costs are amortized on a straight-line basis
      and
      charged to amortization expense over the expected useful life of the patent.
      Costs of patent applications are deferred until the patent is granted. We will
      begin amortization when the patent is granted.





***Impairment
      of Long-Lived Assets***





In
      accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
      Accounting for the Impairment or Disposal of Long-Lived Assets, we evaluate
      our
      long-lived assets, including related intangibles, of identifiable business
      activities for impairment when events or changes in circumstances indicate,
      in
      management's judgment, that the carrying value of such assets may not be
      recoverable. The determination of whether impairment has occurred is based
      on
      management's estimate of undiscounted future cash flows attributable to the
      assets as compared to the carrying value of the assets. If impairment has
      occurred, estimating the fair value for the assets and recording a provision
      for
      loss if the carrying value is greater than fair value determine the amount
      of
      the impairment recognized. For assets identified to be disposed of in the
      future, the carrying value of these assets is compared to the estimated fair
      value less the cost to sell to determine if impairment is required. Until the
      assets are disposed of, an estimate of the fair value is re-determined when
      related events or circumstances change.








F-9








**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**








When
      determining whether impairment of one of our long-lived assets has occurred,
      we
      must estimate the undiscounted cash flows attributable to the asset or asset
      group. Our estimate of cash flows is based on assumptions that could change
      in
      the future.







Any
      significant variance in any of the above assumptions or factors could materially
      affect our cash flows, which could require us to record an impairment of an
      asset. No impairment charges were recognized during each of the years ended
      June
      30, 2006 and 2005.







***Revenue
      Recognition***





We
      recognize revenue from the sale of trailers and accessories when there is
      persuasive evidence that title and risks of ownership are transferred to the
      customer, which generally is upon shipment or customer pick-up. Accordingly,
      no
      provision for sales allowances or returns is normally required except in unusual
      circumstances.





Revenue
      from sales of parts is recognized when the part has been shipped. Revenues
      related to shipping and deliveries are included as a component of net sales
      and
      the related shipping costs are included as a component of cost of sales.





Royalty
      income is recognized based on the terms specified in contractual settlement
      agreements.





***Product
      Warranty***





Our
      products are covered by product warranties for one year after the date of sale.
      At the time of sale, the Company recognizes estimated warranty costs, based
      on
      prior history and expected future claims, by a charge to cost of sales and
      records an accrued liability. The accrued liability is reduced as actual
      warranty costs are paid and is evaluated periodically to validate previous
      estimates and known requirements and adjusted as necessary. At June 30, 2006,
      we
      have not accrued a reserve for warranty expense as management determined the
      amount to be immaterial with respect to overall operations and financial
      position.





***Advertising
      Costs***





All
      advertising costs are expensed as incurred. Advertising expenses
      were $13,046
      and $9,816 for the years ended June 30, 2006 and 2005,
      respectively.





***Research
      and Development Expenses***





Research
      and development expenses were incurred in fiscal 2006 and 2005 and totaled
      $13,779 and $31,112, respectively. R&D costs are expensed as incurred.








F-10








**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**





***Income
      Taxes***





We
      account for income taxes under the provisions of Statement of Financial
      Accounting Standards No. 109, *Accounting
      for Income Taxes* (SFAS
      No. 109). SFAS No. 109 requires recognition of deferred tax liabilities and
      assets for the expected future tax consequences of events that have been
      included in the financial statements or tax returns. Under this method, deferred
      tax liabilities and assets are determined based on the difference between the
      financial statement and tax bases of assets and liabilities using enacted tax
      rates in effect for the year in which the differences are expected to
      reverse.





***Stock-based
      Compensation***





We
      account for stock-based compensation arrangements in accordance with Statement
      of financial Accounting Standards (“SFAS”) No. 123, “Accounting for
      Stock-Based Compensation,” which permits entities to recognize as expense over
      the vesting period the fair value of all stock-based awards on the date of
      grant. Alternatively, SFAS No. 123 allows entities to continue to apply the
      provisions of Accounting Principle Board (“APB”) Opinion No. 25 and provide
      pro forma net earnings (loss) disclosures for employee stock option grants
      as if
      the fair-value-based method defined in SFAS No. 123 had been applied. The
      Company has elected to apply the provisions of APB Opinion No. 25 and
      provide the pro forma disclosure provisions of SFAS No. 123. For options
      granted prior to the year ended June 30, 2005, the fair value of option grants
      was determined using the Black-Scholes option-pricing model with a zero
      volatility assumption. For options granted subsequent to June 30, 2005, the
      fair
      value of option grants was determined using the Black-Scholes option-pricing
      model with volatility assumptions based on actual or expected fluctuations
      in
      the price of our common stock.





Generally
      accepted accounting principles require companies who choose to account for
      stock
      option grants using the intrinsic value method to also determine the fair value
      of option grants using an option-pricing model, such as the Black-Scholes model,
      and to disclose the impact of fair value accounting in a note to the financial
      statements. In December 2002, the Financial Accounting Standards Board, or
      FASB, issued Statement of Financial Accounting Standards No. 148,
“Accounting for Stock-Based Compensation Transition and Disclosure, an Amendment
      of FASB Statement No. 123.” We did not elect to voluntarily change to the
      fair value based method of accounting for stock based employee compensation
      and
      record such amounts as charges to operating expense.







We
      account for stock-based arrangements issued to non-employees using the fair
      value based method, which calculates compensation expense based on the fair
      value of the stock option granted using the Black-Scholes option pricing model
      at the date of grant, or over the period of performance, as
      appropriate.







***Loss
      Per Share***





We
      report
      loss per share using a dual presentation of basic and diluted loss per share.
      Basic loss per share excludes the impact of common stock equivalents. Diluted
      loss per share uses the average market price per share when applying the
      treasury stock method in determining common stock equivalents. However, the
      Company has incurred operating losses; therefore, there is no variance between
      the basic and diluted loss per share.










F-11








**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**





***New
      Accounting Pronouncements***





SFAS
      No. 151, “Inventory Costs,” is effective for fiscal years beginning after
      June 15, 2005. This statement amends the guidance in Accounting Research
      Bulletin (“ARB”) No. 43, Chapter 4, Inventory Pricing, to clarify the
      accounting for abnormal amounts of idle facility expense, freight, handling
      costs, and wasted material (spoilage). The adoption of SFAS 151 is expected
      to have an impact on the Company’s financial statements.





SFAS No. 123(R),
      “Share-Based Payment,” replaces SFAS No. 123, “Accounting for Stock-Based
      Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock
      Issued to Employees.” This statement requires that the compensation cost
      relating to share-based payment transactions be recognized in the financial
      statements. The Company is required to apply this statement in the first interim
      period that begins after December 15, 2005. The adoption of
      SFAS No. 123(R) is expected to have an impact on the Company’s future
      financial statements.





SFAS No. 153,
      “Exchanges of Nonmonetary Assets”—an amendment of APB Opinion No. 29, is
      effective for fiscal years beginning after June 15, 2005. This
      statement addresses the measurement of exchange of nonmonetary assets and
      eliminates the exception from fair-value measurement for nonmonetary exchanges
      of similar productive assets in paragraph 21(b) of APB Opinion No. 29,
“Accounting for Nonmonetary Transactions,” and replaces it with an exception for
      exchanges that do not have commercial substance. The adoption of
      SFAS No. 153 is expected to have no impact on the Company’s financial
      statements.





FIN
      No. 46(R) revised FIN No. 46, “Consolidation of Variable Interest
      Entities,” requiring the consolidation by a business of variable interest
      entities in which it is the primary beneficiary. The adoption of FIN No. 46
      did not have an impact on the Company’s financial statements.





The
      Emerging Issues Task Force (“EITF”) reached consensus on Issue No. 03-1,
“The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
      Investments” (“EITF 03-1”) which provides guidance on determining when an
      investment is considered impaired, whether that impairment is other than
      temporary and the measurement of an impairment loss. The FASB issued FSP EITF
      03-1-1, “Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, ‘The
      Meaning of Other-Than-Temporary Impairment and Its Applications to Certain
      Investments’” (“FSP”) which delays the effective date for the measurement and
      recognition criteria contained in EITF 03-1 until final application
      guidance is issued. The Company does not expect the adoption of this consensus
      or FSP to have a material impact on its financial statements.





The
      EITF
      reached a consensus on Issue No. 04-8, “The Effect of Contingently
      Convertible Debt on Diluted Earnings Per Share” (“EITF 04-8”), which
      addresses when the dilutive effect of contingently convertible debt instruments
      should be included in diluted earnings (loss) per share. EITF 04-8 is
      effective for reporting periods ending after December 15, 2004. The
      adoption of EITF 04-8 did not have an impact on diluted earnings (loss) per
      share.








F-12








**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**





**(2)
      Related Party Transactions**





In
      2005,
      we issued three promissory notes to our officers in exchange for accrued, but
      unpaid, salaries. The notes payable at June 30, 2006 were:


Notes
                  payable to officers with a borrowing base of$200,000,
                interest compounded monthly at8%,
                maturing on June 30, 2010
              
              $
              73,500Notes
                  payable to an officer with a borrowing base of$100,000,
                interest compounded monthly at8%,
                maturing on June 30, 2010
              
              
              18,614Notes
                  payable to an officer with a borrowing base of$100,000,
                interest compounded monthly at8%,
                maturing on June 30, 2010
              
              
              14,294$
              106,408


The
      note
      balances may be increased by additional compensation deferments and may be
      decreased by cash payments. Interest expense incurred during the year ended
      June
      30, 2006 was $18,541.





In
      August
      2005, an affiliate exercised its option to purchase 43,148 restricted shares
      of
      common stock at the price of $.692 or $29,988.





In
      January 2006, an affiliate exercised its option to purchase 215,738 restricted
      shares of common stock at the price of $.695 or $149,938.





In
      December 2004, we sold 1,250,000 shares of our restricted common stock, callable
      at $.40 per share through November 2006, to an affiliate for $.20 per share
      or
      $250,000. In April 2006, we sold the call option on the 1,250,000 shares for
      $200,000.





In
      March
      2005, we sold 18,000 shares of restricted common stock to one of our directors,
      for $12,510 cash at $0.695 per share.





In
      March
      2005, we granted our officers options to purchase a total of 1,000,000 shares
      of
      the Company’s common stock. See footnote 5.








F-13











**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**




**(3)
      Balance Sheet Components**





***Note
      Receivable***





At
      June
      30, 2006, note receivable consisted of:


Unsecured
                  note receivable from an unrelated thirdparty
                with interest at 8 percent, with quarterlyinstallments
                of $2,000, maturingin
                February 2007
              
              $
              5,770


***Inventory***





At
      June
      30, 2006, inventory consisted of:


Raw
                  materials
              
              $
              35,111Finished
                  goods
              
              
              124,484$
              159,595




***Property
      and Equipment***




At
      June
      30, 2006, major classes of property and equipment were:


Leasehold
                  improvements
              
              $
              4,212Furniture
                  and fixtures
              
              
              25,377Equipment
              
              
              90,818Tooling,
                  held offsite
              
              
              98,575218,982Less:
                  accumulated depreciation
              
              
              (110,810
              )$
              108,172


Depreciation
      expense during the years ended June 30, 2006 and 2005 totaled $13,517 and
      $22,957, respectively.





***Intangible
      Assets***




At
      June
      30, 2006, intangible assets consisted of:


Patents,
                  net of $18,913 in accumulatedamortization
              
              $
              44,631Deferred
                  patent application costs
              
              
              36,448$
              81,079





F-14





**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**












Estimated
      annual amortization expenses are as follows for years ending June
      30:


2007
              
              $
              3,1722008
              
              $
              3,1722009
              
              $
              3,1722010
              
              $
              3,1722010
              
              $
              3,172


Amortization
      expense during the years ended June 30, 2006 and 2005 totaled $2,314 and $3,280,
      respectively.





**(4)
      Unearned Revenue**





In
      May
      2002, we licensed certain intellectual property to Advanced Accessory Systems,
      LLC, (AAS) for five years. We received an upfront payment against future
      royalties of $300,000, which we deferred. For accounting purposes, we reflect
      the payment in royalty income, pro-rata, over the life of the licenses. In
      fiscal years 2006 and 2005, respectively, we recognized $60,000 and $60,000
      in
      royalty revenue. The balance of unearned revenue was $55,000 as of June 30,
      2006.





**(5)
      Shareholders’ Deficit**





***Features
      of Preferred Stock***





Our
      preferred stock may be issued from time-to-time in one or more series. Our
      Board
      of Directors is authorized to (1) divide the preferred stock into series; (2)
      establish the number of preferred shares in a series; and (3) fix and determine
      the relative rights and preferences of any series of our preferred
      stock.





***Sale
      of Common Stock***





In
      June
      2006, we conducted a private placement offering whereby we sold 215,000 shares
      of common stock at the price of $.70 per share or $150,500. The investor
      received for each share purchased, an option until July 31, 2011, to purchase
      additional shares of common stock at $1.00 per share. At June 30, 2006, we
      recorded stock subscription receivable in the amount of $150,500 in the
      accompanying financial statements.





During
      March 2005, we sold 72,000 shares of restricted common stock to an unrelated
      third party, for $50,040 cash at $0.695 per share.





***Stock
      Options***





A
      summary
      of changes in the number of stock options outstanding for the years ended June
      30, 2006 and 2005 is as follows:





F-15





**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**







Weighted
              
              WeightedAverage
              
              AverageExercise
              
              Exercise
              
              RemainingAwards
                  Outstanding
              
              Price
              
              Price
              
              ContractualTotal
              
              Exercisable
              
              Per
                  Share
              
              Per
                  Share
              
              LifeOutstanding
                  at July 1, 2004
              
              
              1,508,008
              
              
              1,508,008
              
              $
              0.70
              
              $
              0.70
              
              
              1.22
                  yearsGranted
              
              
              1,768,000
              
              
              1,768,000
              
              $
              0.40
                  - $1.00
              
              $
              0.66
              
              
              8.06
                  yearsExercised
              
              
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              
              N/ACancelled/Expired
              
              
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              
              N/AOutstanding
                  at June 30, 2005
              
              
              3,276,008
              
              
              3,276,008
              
              $
              0.40
                  - $1.00
              
              $
              0.67
              
              
              6.39
                  yearsGranted
              
              
              215,000
              
              
              215,000
              
              $
              1.00
              
              $
              1.00
              
              
              5.08
                  yearsExercised.
              
              
              (258,886
              )
              
              (258,886
              )
              $
              -
              
              $
              -
              
              
              N/ACancelled/Expired
              
              
              (679,575
              )
              
              (679,575
              )
              $
              -
              
              $
              -
              
              
              N/AOutstanding
                  at June 30, 2006
              
              
              2,552,547
              
              
              2,552,547
              
              $
              0.40
                  - $1.00
              
              $
              0.70
              
              
              6.28
                  years




***Stock
      options - employees***





During
      the year ended June 30, 2005, we granted our officers options to purchase a
      total of 1,000,000 shares of the Company’s common stock. The options carry
      exercise price of $0.70 per share and are vested at the date of grant. The
      Company’s common stock had a market price of $0.51 on the date of grant. As a
      result, we recognized stock-based compensation of $-0- in accordance with APB
      25.





Pro
      forma
      information regarding net income and earnings per share is required by SFAS
      123
      as if the Company had accounted for the granted stock options under the fair
      value method of that Statement. The fair value for these options was estimated
      at the date of grant using the Black-Scholes option-pricing model with the
      following assumptions:


Risk-free
                  interest rate
              
              
              3.60%Dividend
                  yield
              
              
              0.00%Volatility
                  factor
              
              
              103.120%Weighted
                  average expected life
              
              
              Ranging
                  from 1,740 to 3,650 days




The
      Black-Scholes options valuation model was developed for use in estimating the
      fair value of traded options, which have no vesting restrictions and are fully
      transferable. In addition, option valuation models require the input of highly
      subjective assumptions including the expected stock price volatility. Because
      the Company’s stock options have characteristics significantly different from
      those of traded options, and because changes in the subjective input assumptions
      can materially affect the fair value estimate, in management’s opinion, the
      existing models do not necessarily provide a reliable single measure of the
      fair
      value of its stock options. However, we have presented the pro forma net loss
      and pro forma basic and diluted loss per common share using the assumptions
      noted above.





F-16





**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**








For
                  the Years EndedJune
                  30,2006
              
              2005Net
                  income (loss), as reported
              
              $
              (261,477
              )
              $
              (590,323
              )Pro
                  forma net income (loss
              
              $
              (261,477
              )
              $
              (1,048,323
              )Basic
                  and diluted net income (loss)per
                  common share, as reported
              
              $
              (0.03
              )
              $
              (0.08
              )Pro
                  forma basic and diluted net income(loss)
                  per common share.
              
              $
              (0.03
              )
              $
              (0.14
              )




The
      following schedule reflects the calculation of the pro forma compensation
      expense on employee stock options:


Date
                  of Grant
              
              Number
                  of Options Granted
              
              Total
                  Fair Value
              
              Options
                  Vested Through June 30, 2006
              
              Fair
                  Value Incurred Through June 30, 20063/31/2005
              
              
              1,000,000
              
              $
              458,000
              
              
              1,000,000
              
              $
              458,0001,000,000
              
              $
              458,000
              
              
              1,000,000
              
              $
              458,000





***Stock
      options - nonemployees***




During
      the year ended June 30, 2005, we granted five consultants options to purchase
      a
      total of 768,000 shares of the Company’s common stock. The options carry
      exercise price ranging from $0.40 to $0.70 per share and are vested at the
      date
      of grant. We determined the fair value of the options ranging from $0.35 to
      $0.46 per share and recorded stock based compensation of $309,756 in accordance
      with SFAS 123.





The
      fair
      value for these options was estimated at the date of grant using the
      Black-Scholes option-pricing model with the following
      assumptions:


Risk-free
                  interest rate.
              
              
              
              
              3.60%Dividend
                  yield
              
              
              
              
              0.00%Volatility
                  factor
              
              
              
              
              103.120%Weighted
                  average expected life
              
              
              
              
              Ranging
                  from 1,740 to 3,650 days









F-17





**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**







**(6)
      Commitments**




We
      lease
      our office space under a non-cancelable operating lease. On January 2006, we
      signed an additional non-cancelable operating lease to expand our warehouse
      space for a period of 17 months. Future minimum lease payments are as follows
      for the year ending June 30:


2007
              $
              45,605




We
      recorded rent expense in the amount of $48,167 and $31,003 for the years ended
      June 30, 2006 and 2005, respectively.




**(7)
      Income Taxes**




In
      tax
      years prior to June 30, 2005, we operated as an S Corporation. Accordingly,
      any
      resulting tax liabilities or tax benefits resulting from operations are those
      of
      the individual shareholders. In connection with the termination of S Corporation
      tax status, the Company determined that there were no deferred income
      taxes.




A
      reconciliation of U.S. statutory federal income tax rate to the effective rate
      follows for the years ended June 30, 2006 and 2005:


June
                  30,2006
              
              2005U.S.
                  statutory federal rate
              
              
              30.49
              %
              
              34.00
              %State
                  income tax rate
              
              
              3.22
              %
              
              3.06
              %Deferred
                  income
              
              
              -7.09
              %
              
              -3.77
              %Net
                  operating loss for which no taxbenefit
                  is currently available
              
              
              -26.62
              %
              
              -33.29
              %0.00
              %
              
              0.00
              %


At
      June
      30, 2006, deferred tax assets consisted of net tax asset of $69,608 due to
      net
      operating loss carryforward for federal income tax purposes of approximately
      $851,800, which was fully allowed for in the valuation allowance of $69,608.
      The
      valuation allowance offsets the net deferred tax asset for which there is no
      assurance of recovery. The change in the valuation allowance for the year ended
      June 30, 2006 was $126,907. The net operating loss carryforward will expire
      through 2026.





The
      valuation allowance is evaluated at the end of each year, considering positive
      and negative evidence about whether the deferred tax asset will be realized.
      At
      that time, the allowance will either be increased or reduced; reduction could
      result in the complete elimination of the allowance if positive evidence
      indicates that the value of the deferred tax assets is no longer impaired and
      the allowance is no longer required.








F-18








**LGA
      HOLDINGS, INC.**


**Notes
      to Financial Statements**





**(8)
        Embezzlement**
 
 The
        Company suffered an embezzlement of $90,180 during the year ended June 30,
        2006
        and an additional $40,611 for the period from July 2006 through September
        28,
        2006, the day the embezzlement was discovered. Insurance proceeds, totaling
        $17,379 collected subsequent to year end but prior to the issuance of the
        accompanying financial statements, offset the losses for the year ended June
        30,
        2006. We recorded no additional insurance income, as we are unable to accurately
        estimate future recoveries at this time. The net loss for the year ended
        June
        30, 2006 was $72,801 and $17,379 is reflected as other receivables in the
        accompanying financial statements.
 
 We
        have
        implemented internal control procedures which we believe will prevent any
        future
        losses.


F-19




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





Not
      Applicable





**Item
      8A. Controls and Procedures.**


LGA’s
        internal disclosure controls and procedures (as defined in Rule 13a-15(e)
        or
        Rule 15d-15(e) under the Exchange Act) and internal control over financial
        reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange
        Act) have not been effective. As part of the audit of the June 30, 2006,
        financial statements, the auditors discovered indications of embezzlement
        by the
        Company’s bookeeper. The embezzled amount was approximately $134,000 and
        occurred between June, 2005, and October, 2006. .





Internal
      control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f)
      under the Exchange Act) should be adequate and effective to provide reasonable
      assurance regarding the reliability of financial reporting and the preparation
      of financial statements for external purposes in accordance with generally
      accepted accounting principles and include those policies and procedures that:





(1)
      Pertain to the maintenance of records that in reasonable detail accurately
      and
      fairly reflect the transactions and dispositions of the assets of the issuer;





(2)
      Provide reasonable assurance that transactions are recorded as necessary to
      permit preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the issuer are
      being made only in accordance with authorizations of management and directors
      of
      the issuer; and





(3)
      Provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the issuer's assets that could
      have a material effect on the financial statements.


LGA
        did
        not have formal internal control over financial reporting (as defined in
        Rule
        13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of June 30, 2006,
        and
        through September, 2006, when the embezzlement was discovered. The weaknesses
        in
        internal controls and procedures that were exploited by the Company’s bookeeper
        were (1) a lack of segregation of duties over cash management (including
        credit
        cards) and (2) insufficient supervision by management over accounting functions.





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting.





Management
      has relied on its auditors and legal counsel for an evaluation of the
      effectiveness on the Company’s disclosure controls and procedures as well as its
      internal control over financial reporting under the framework available from
      the
      Public Company Accounting Oversight Board, but, as stated in prior Forms 10-KSB
      and filings with the Securities and Exchange Commission, LGA's Chief Executive
      Officer and Treasurer had believed that LGA's and Aero's informal controls
      and
      procedures were adequate and effective. That assessment, however, has proven
      to
      have been ill founded.





As
      set
      forth in the Form 10-KSB for the year ended June 30, 2005, LGA's management
      had
      planned to review its controls and procedures with the aim of implementing
      more
      formal controls and procedures required by paragraph (b) of Rule 13a-15 or
      Rule
      15d-15 under the Exchange Act during the first half of fiscal year 2005, but
      determined that due to the Company's size and amount of revenue, its resources
      would better serve shareholders if dedicated to more revenue producing
      activities. Although management stated in its Form 10-KSB for the year ended
      June 30, 2005, that the restatement of the 2004 financial statements had
      resulted in a change of management's opinion and discussions were to be held
      regarding improvements to internal controls and procedures, little change was
      actually made.





17





Management
      has made a full report regarding the embezzlement to the Company’s Board of
      Directors. In addition, the Company’s auditors have made a similar financial
      report to the Company and written a letter to management identifying material
      weaknesses in internal control over financial reporting with recommendations
      to
      remedy the problems. Management has implemented the recommendations of its
      auditors. Management’s report and the letter are included as exhibits to this
      Form 10-KSB.





**Item
      8B. Other Information.**





None





**Part
      III**





**Item
      9. Directors, Executive Officers, Promoters and Control Persons; Compliance
      With
      Section 16(a) of the Exchange Act.**





Directors
      serve terms of 1 year or until his or her successor has been elected and
      qualified.





Name
            Age
            Position
            Director
                SinceMarty
                Williams*
            45
            Chief
                Executive Officer,
            June
                2004President
                DirectorSara
                Williams*
            36
            Secretary,
                Treasurer,
            June
                2004DirectorEric
                Nickerson
            54
            Director
            June
                1990Matthew
                Drabczyk
            46
            Vice
                President Engineering,
            May
                2006Director


__________





*
      Marty
      Williams and Sara Williams are husband and wife.







MARTY
      WILLIAMS, Chief Executive Officer, President, Director. Mr. Williams was
      appointed to his positions upon the acquisition of Aero by LGA effective June
      30, 2004. Mr. Williams has been Chief Executive Officer, President and a
      Director of Aero since its inception in 1998. At Aero he is responsible for
      establishing and maintaining the corporate mission and culture. He is
      responsible for product creation, strategic planning, and the entrepreneurial
      spirit. He also directs and coordinates Aero's financing to provide funding
      for
      new and continuing operations. Mr. Williams' professional experience includes
      many different areas in the securities industry where he applied his knowledge
      of small business operations, finance, strategic development and business
      modeling. As an independent broker at Schneider Securities, Inc., Denver,
      Colorado, from 1988 to 1991 and again from 1993 to 1999, Marty was principally
      involved in development of private placement offerings for early stage companies
      and the subsequent sales of those offerings. From 1991 to 1993 he was a stock
      broker with RAF Financial, Denver, Colorado. He has a Bachelor of Science in
      Business Administration, University of South Dakota.








18





SARA
      WILLIAMS, Secretary, Treasurer, Director. Ms. Williams was appointed to her
      positions upon the acquisition of Aero by LGA effective June 30, 2004. Ms.
      Williams has been Treasurer and a Director of Aero since its inception in 1998.
      She has been Secretary of Aero since June 30, 2004. At Aero Ms. Williams manages
      daily business flow, business development, product inquiries, marketing,
      promotions, account management, dealer relations, sales and customer service,
      order fulfillment, shipping and accounting. Mrs. Williams' professional
      experience includes many areas in sales, advertising, software development,
      operations, and product development. She has been involved in direct sales,
      account management and start-up business management in the areas of print
      advertising, new business development, customer relations, and marketing. At
      Sunset Publishing Corporation, Menlo Park, California, as a Direct Sales
      Representative from 1993 to 1995 and 1996 to 1998, Mrs. Williams was responsible
      for generating sales of new advertising programs and account management. While
      working for Saligent, Inc., Colorado Spring, Colorado for a short period in
      1995, Mrs. Williams was occupied with inside sales management, program
      development, supervision and training. She has a Bachelor of Arts in Political
      Science, The Colorado College.





ERIC
      J.
      NICKERSON has served as a Director of LGA since June of 1990 and as a Director
      of Aero since April 2001. Mr. Nickerson was a member of the faculty of the
      United States Military Academy at West Point, New York from 1989 to 1993. In
      June 1993, Mr. Nickerson retired as a United States Air Force officer.
      Currently, Mr. Nickerson is a private investor and directs personal accounts
      in
      an investing partnership, Third Century II. Third Century II is a major
      shareholder in LGA.





MATTHEW
      DRABCZYK has served as Vice President and Director of LGA since May, 2006.
      Mr.
      Drabczyk has been President of Restaurant Interiors, Inc. for more than five
      years where he is responsible for sales, engineering and accounting. Restaurant
      Interiors constructs and installs commercial dining facilities.





Audit
      Committee





LGA
      does
      not have an audit committee and neither LGA nor Aero have a financial expert
      on
      their respective Boards of Directors or as an employee. LGA's Board of Directors
      acts as its audit committee. LGA is a company with annual revenue of less than
      $350,000 and its accounting is relatively simple. Therefore, the Company's
      management did not believe having a financial expert offered shareholders much
      benefit considering the costs that would have been involved. See Item 8A, above.
      None of the Board of Directors is independent as defined in Rule 10A-3 of the
      Exchange Act.





Compliance
      With Section 16(a) of the Exchange Act





The
      following table sets forth information determined by LGA with respect to the
      indicated person's requirements to file Forms 3, 4 and 5 for LGA's most recent
      fiscal year.




Name
            Number
                of
              Late
                Reports
            Number
                of Transactions
              That
                Were Not Reported
            Known
                Failures to FileEric
                Nickerson
            0
            2
            3Third
                Century II
            0
            2
            3








19





Code
      of Ethics





LGA
      has
      not adopted a code of ethics that applies to its principal executive officer,
      principal financial officer, principal accounting officer or controller, or
      persons performing similar functions. The Company has only 4 full time employees
      and limited revenues. Its two principal officers, majority shareholders and
      half
      of the Board of directors are husband and wife. Mr. & Mrs. Williams do not
      believe that the Company presently needs written standards that are reasonably
      designed to deter wrongdoing and to promote:





(1)
      Honest and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;





(2)
      Full,
      fair, accurate, timely, and understandable disclosure in reports and documents
      that a small business issuer files with, or submits to, the Commission and
      in
      other public communications made by the small business issuer;





(3)
      Compliance with applicable governmental laws, rules and
      regulations;





(4)
      The
      prompt internal reporting of violations of the code to an appropriate person
      or
      persons identified in the code; and





(5)
      Accountability for adherence to the code.





Mr.
&
      Mrs. Williams believe that they act ethically with respect to the above
      categories despite the lack of a written code of ethics.





**Item
      10. Executive Compensation.**





The
      following table sets forth information with respect to all officers of LGA
      and
      Aero who received $100,000 more of annual compensation for all services rendered
      in all capacities in the three most recent fiscal years and for the CEO
      regardless of compensation.




Annual
                Compensation
            
            Long-Term
                CompensationAwards
            
            PayoutsName
                and
              Principal
                Position
            
            Year
            
            Salary
            
            Bonus
            
            Other
              Annual
              Compensation
            
            Restricted
              Stock
                Awards
            
            Securities
              Underlying
              Options/
                SARs
            
            LTIP
                Payouts
            
            All
                Other CompensationLGAMarty
                Williams CEO (1)
            
            
            2006
            
            
            48,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            02005
            
            
            48,000
            
            
            0
            
            
            0
            
            
            0
            
            
            500,000
            
            
            0
            
            
            02004
            
            
            48,000
            
            
            0
            
            
            0
            
            
            0
            
            
            64,722
            
            
            0
            
            
            0








20





Note:





(1.)
      Marty Williams was CEO of Aero for the entire fiscal years 2003 and 2004. Aero
      was not a registered company during that period. Mr. Williams became CEO of
      LGA
      effective June 30, 2004, under the terms of the Acquisition Agreement by which
      LGA acquired Aero. Aero is a wholly owned subsidiary of LGA.





The
      following table contains information regarding the value of stock options and
      freestanding SARs outstanding at the end of the last completed fiscal year
      held
      by the named executive officers.




Aggregate
                Option/SAR Exercises in Last Fiscal Year and F-Y End Option SAR
                ValuesName
            
            Shares
                Acquired on
              Exercise
            Value
              Realized
            Number
                of Securities
              Underlying
                Unexercised
              Options/SARs
                at FY End
              Exercisable/Unexercisable
            Value
                of Unexercised
              In-the-Money
                Options/SARs at
              F-Y
                End
              Exercisable/UnexercisableMarty
                Williams (1),
            CEO
            0
            0
            500,000
                / 0
            650,000
                / 0





No
      other
      Long Term Incentive Plan awards were made by the Company to any
      person.





Director
      Compensation





Directors
      are currently not compensated as such for their services.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





Compensation
      Plans





The
      following table provides information as of the end of the most recently
      completed fiscal year with respect to compensation plans (including individual
      compensation arrangements) under which equity securities of LGA are authorized
      for issuance, aggregated as follows:





i.
      All
      compensation plans previously approved by security holders; and


ii.
      All
      compensation plans not previously approved by security holders.









21







Plan
                category
            
            Number
                of securities to be
              issued
                upon exercise of
              outstanding
                options,
              warrants
                and rights
            
            Weighted
                average exercise
              price
                of outstanding
              options,
                warrants and
              rights
            
            Number
                of securities
              remaining
                available for
              future
                issuance
              under
                equity compensation
              plans
                (excluding securities
              reflected
                in column (a))Equity
                compensation plansapproved
                by securityholders
            
            
            1,000,000
            
            
            0.70
            
            
            500,000Equity
                compensation plansnot
                approved by securityholders
            
            
            983,739
            
            
            0.622Total
            
            
            1,983,739
            
            
            0.662
            
            
            500,000








Of
      the
      983,739 securities listed as not approved by security holders, 200,000 were
      issued to Matthew Drabczyk (a Director of the Company and Vice President of
      Engineering, before he took either position with the Company) as partial
      compensation for his prior engineering efforts on behalf of the Company. The
      balance were issued to six other individuals or companies as partial
      compensation for services.





The
      following table contains information as of June 30, 2006, summarizing the
      beneficial ownership of LGA common stock by (1) each person known to LGA to
      be
      the beneficial owner of more than 5% of its issued and outstanding common stock,
      (2) LGA's executive officers and directors individually, and (3) all LGA's
      executive officers and directors as a group. Except as stated in the footnotes
      to the table, each of these persons exercises sole voting and investment power
      over the shares of common stock listed for that person.





22











Name
                and Address
            
            Position
            
            Number
                of LGA
              Common
                Shares
              Held
            
            Percentage
                of
              Outstanding
              Share
                HeldMarty
                Williams 1, (2)
            
            
            President,
                Chief
            
            
            2,854,999
            
            
            29.8
            %5565
                Teakwood Terrace
            
            
            Executive
                Officer,Colorado
                Springs, CO 80918
            
            
            DirectorSara
                Williams 1, (3)
            
            
            Secretary,5565
                Teakwood Terrace
            
            
            Treasurer,
            
            
            2,854,999
            
            
            29.8
            %Colorado
                Springs, CO 80918
            
            
            DirectorEric
                J. Nickerson (4)1711
                Chateau Ct.
            
            
            Director
            
            
            3,383,560
            
            
            39.4
            %Fallston,
                MD 21047Matthew
                Drabczyk (5)
            
            
            Vice
                PresidentRestaurant
                Interiors
            
            
            Engineering,5530
                Joliet St.
            
            
            Director
            
            
            458,886
            
            
            7.4
            %Denver,
                CO 80239All
                Officers and Directors
              as
                a Group (3 persons) (6)
            
            
            NA
            
            
            6,697,445
            
            
            68.4
            %Floyd
                Murray13020
                Caraway Dr.
            
            
            NA
            
            
            1,788,610
            
            
            20.3
            %Sun
                City West, AZ 85375Matthew
                TynanTynan's
                VW700
                S. Havana
            
            
            NA
            
            
            488,389
            
            
            5.7
            %Denver,
                CO 80012Third
                Century II1711
                Chateau Ct.
            
            
            NA
            
            
            3,229,403
            
            
            37.6
            %Falston,
                MD 21047





Notes
      to
      Table:





(1)
      Sara
      Williams and Marty Williams are husband and wife.





(2)
      Includes 1,854,999 shares owned as joint tenant with Sara Williams, options
      to
      acquire 500,000 shares and options to acquire 500,000 shares owned by Sara
      Williams.





(3)
      Includes 1,854,999 shares owned as joint tenant with Marty Williams, options
      to
      acquire 500,000 shares and options to acquire 500,000 shares owned by Marty
      Williams.





23





(4)
      Includes 3,229,403 shares owned by Third Century II. Mr. Nickerson is Senior
      Partner of the investment company Third Century II. Mr. Nickerson disclaims
      beneficial ownership of all of the shares and options owned by Third Century
      II.





(5)
      Includes options to acquire 200,000 shares.





(6)
      The
      Directors are Marty Williams, Sara Williams, Eric J. Nickerson and Matthew
      Drabczyk and includes the shares deemed directly or indirectly beneficially
      owned by each of them.





Note:
      Beneficial ownership is determined in accordance with the rules of the
      Securities and Exchange Commission and generally includes voting or investment
      power with respect to securities. Shares subject to options, warrants and
      convertible notes currently exercisable or convertible, or exercisable or
      convertible within 60 days are deemed outstanding for computing the percentage
      of the person or entity holding such securities, but are not outstanding for
      computing the percentage of any other person or entity. Except as indicated
      by
      footnote, and subject to community property laws where applicable, the persons
      named in the table above have sole voting and investment power with respect
      to
      all shares shown as beneficially owned by them.




**Item
      12. Certain Relationships and Related Transactions.**





None




**Item
      13. Exhibits.**




Number     Description


31.1
              Rule
                  13a-14(a)/15d-14(a) Certifications - CEO31.2
              Rule
                  13a-14(a)/15d-14(a) Certifications - CFO32.1
              Certification
                  Pursuant To 18 U.S.C. Section. 1350 - CEO32.2
              Certification
                  Pursuant To 18 U.S.C. Section. 1350 - CFO99.1
              Report
                  of Management Regarding Embezzlement99.2
              Auditor’s
                  Letter to Management


**Item
      14. Principal Accountant Fees and Services.**





Audit
      Fees


The
        aggregate fees billed in each of the last two fiscal years for professional
        services rendered by the principal accountant for the audit of LGA's and
        Aero's
        annual financial statements and review of financial statements included in
        the
        registrant's Form 10-QSB or services that are normally provided by the
        accountant in connection with statutory and regulatory filings or engagements
        for those fiscal years were $11,720 for 2005 and $16,296 for
        2006.


Audit-Related
      Fees





The
      aggregate fees billed in each of the last two fiscal years for assurance and
      related services by the principal accountant that are reasonably related to
      the
      performance of the audit or review of the registrant's financial statements
      and
      are not reported under Item 9(e)(1) of Schedule 14A were $-0- for 2005 and
      $-0-
      for 2006.








24





Tax
      Fees





The
      aggregate fees billed in each of the last two fiscal years for professional
      services rendered by the principal accountant for tax compliance, tax advice,
      and tax planning were $-0- for 2005 and $-0- for 2006.





All
      Other Fees





The
      aggregate fees billed in each of the last two fiscal years for products and
      services provided by the principal accountant, other than the services reported
      in Items 9(e)(1) through 9(e)(3) of Schedule 14A were $-0-for 2005 and $-0-
      for
      2006.





Audit
      Committee Policies





Neither
      LGA nor Aero has an audit committee. Such authority is exercised by the full
      Boards of Directors of each company. Neither Board, however, currently
      has:





(i)
      Any
      pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule
      2-01 of Regulation S-X; or (ii) approved any services described in each of
      Items
      9(e)(2) through 9(e)(4) of Schedule 14A that were subject to approval by the
      audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation
      S-X.











25





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





LGA
      Holdings, Inc.


(Registrant)


By: /s/
      Marty Williams


Marty
      Williams, Chief Executive Officer, President


Date
      October 25, 2006





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





By: /s/
      Marty Williams


Marty
      Williams, Chief Executive Office, Director


Date
      October 25, 2006





By: /s/
      Sara Williams


Sara
      Williams, Treasurer (principal financial officer), Director


Date
      October 25, 2006





By: /s/
      Eric Nickerson


Eric
      Nickerson, Director


Date
      October 25, 2006





By: /s/
      Matthew Drabczyk


Matthew
      Drabczyk, Director


Date
      October 25, 2006




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