##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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Amendment No. 1 to FORM 10-Q



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



For the quarterly period ended June 30, 2005



OR



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



For the transition period from              to
            .



COMMISSION FILE NUMBER: 333-118185



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LAZY DAYS R.V. CENTER, INC.

(Exact name of registrant as specified in its charter)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|Florida                  |  | 59-1764794                          
|(State of incorporation) |  | (I.R.S. Employer Identification No.)



|                                                             |  |                                                     
|------------------------------------------------------------ |  | ----------------------------------------------------
|6130 Lazy Days Boulevard Seffner, Florida 33584-2968         |  | (800) 626-7800                                      
|(Address of Principal Executive Offices, including Zip Code) |  | (Registrants Telephone Number, Including Area Code)



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



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Act).    Yes ̈No  x



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



As of August 15, 2005, the registrant had 100 shares of common stock outstanding.



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##### Table of Contents

TABLE OF CONTENTS



|                              |  |                                                                                       |  |   
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | --
|PART I. FINANCIAL INFORMATION |  |                                                                                      
|ITEM 1.                       |  | Financial Statements                                                                  |  | 3 
|ITEM 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10
|ITEM 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 16
|ITEM 4.                       |  | Controls and Procedures                                                               |  | 16
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                      
|ITEM 1.                       |  | Legal Proceedings                                                                     |  | 17
|ITEM 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 17
|ITEM 3.                       |  | Defaults Upon Senior Securities                                                       |  | 17
|ITEM 4.                       |  | Submission of Matters to a Vote of Security Holders                                   |  | 17
|ITEM 5.                       |  | Other Information                                                                     |  | 17
|ITEM 6.                       |  | Exhibits                                                                              |  | 17
|                              | 
|SIGNATURES                    |  | 18                                                                                   



2



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##### Table of Contents

PART I.

FINANCIAL INFORMATION



ITEM 1. Financial Statements



Lazy
Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Condensed Balance Sheets



|                                                                |  |               |             |                   |   |            
|--------------------------------------------------------------- |  | ------------- | ----------- | ----------------- | - | -----------
|                                                                |  | June 30, 2005 |             | December 31, 2004
|                                                                |  | (Unaudited)   |             |                  
|ASSETS                                                          |  |               |             |                   |   |            
|Current assets                                                  |  |               |             |                   |   |            
|Cash                                                            |  | $             | 7,156,393   |                   | $ | 5,103,556  
|Receivables, net                                                |  |               | 16,496,464  |                   |   | 14,195,639 
|Refundable income taxes                                         |  |               |            |                   |   | 7,503,869  
|Inventories                                                     |  |               | 67,813,424  |                   |   | 85,960,847 
|Other current assets                                            |  |               | 3,156,809   |                   |   | 2,925,440  
|                                                                |  |               |             |                   |   |            
|Total current assets                                            |  |               | 94,623,090  |                   |   | 115,689,351
|                                                                |  |              
|Property and equipment, net                                     |  |               | 36,752,022  |                   |   | 35,420,953 
|                                                                |  |              
|Loan and other costs, net                                       |  |               | 6,061,083   |                   |   | 6,658,442  
|Goodwill                                                        |  |               | 106,357,614 |                   |   | 106,357,614
|Intangible assets, net                                          |  |               | 78,924,063  |                   |   | 81,507,812 
|Other assets                                                    |  |               | 878,843     |                   |   | 849,405    
|                                                                |  |               |             |                   |   |            
|Total assets                                                    |  | $             | 323,596,715 |                   | $ | 346,483,577
|                                                                |  |               |             |                   |   |            
|LIABILITIES AND STOCKHOLDERS EQUITY                            |  |               |             |                   |   |            
|Current liabilities                                             |  |               |             |                   |   |            
|Floor plan notes payable                                        |  | $             | 46,241,770  |                   | $ | 69,576,130 
|Current maturities of long-term debt                            |  |               | 5,700,000   |                   |   |           
|Accounts payable and accrued expenses                           |  |               | 14,857,499  |                   |   | 17,398,775 
|Other current liabilities                                       |  |               | 4,185,393   |                   |   | 4,654,260  
|                                                                |  |               |             |                   |   |            
|Total current liabilities                                       |  |               | 70,984,662  |                   |   | 91,629,165 
|Long-term debt, less current maturities                         |  |               | 143,302,379 |                   |   | 150,227,419
|Deferred income taxes                                           |  |               | 33,315,825  |                   |   | 34,373,793 
|Other                                                           |  |               | 2,802,746   |                   |   | 2,818,419  
|                                                                |  |               |             |                   |   |            
|Total liabilities                                               |  |               | 250,405,612 |                   |   | 279,048,796
|                                                                |  |               |             |                   |   |            
|Stockholders equity                                            |  |               |             |                   |   |            
|Common stock, $.01 par value: 100 shares issued and outstanding |  |               | 1           |                   |   | 1          
|Paid-in capital                                                 |  |               | 67,000,000  |                   |   | 67,000,000 
|Retained earnings                                               |  |               | 6,191,102   |                   |   | 434,780    
|                                                                |  |               |             |                   |   |            
|Total stockholders equity                                      |  |               | 73,191,103  |                   |   | 67,434,781 
|                                                                |  |               |             |                   |   |            
|Total liabilities and stockholders equity                      |  | $             | 323,596,715 |                   | $ | 346,483,577
|                                                                |  |               |             |                   |   |            



See accompanying notes
to condensed financial statements.



3



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Condensed Statements of Operations
(Unaudited)



|                                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|-------------------------------------------- |  | ------------------ | ----------- | ------------- | ---------------- | ----------- | ------------- |  | ------------- | ----------- |  | - | -----------
|                                             |  | Three Months Ended |             |               | Six Months Ended
|                                             |  | June 30, 2005      |             | June 30, 2004 |                  |             | June 30, 2005 |  | June 30, 2004
|Revenues                                     |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|New vehicle                                  |  | $                  | 121,244,274 |               | $                | 120,738,439 |               |  | $             | 263,773,094 |  | $ | 275,600,558
|Pre-owned vehicle                            |  |                    | 67,235,090  |               |                  | 62,074,979  |               |  |               | 150,560,803 |  |   | 150,911,354
|Parts, service and other                     |  |                    | 11,061,246  |               |                  | 10,120,047  |               |  |               | 23,378,597  |  |   | 22,348,493 
|Finance and insurance                        |  |                    | 5,259,021   |               |                  | 4,906,585   |               |  |               | 12,182,047  |  |   | 13,165,269 
|                                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|Total revenues                               |  |                    | 204,799,631 |               |                  | 197,840,050 |               |  |               | 449,894,541 |  |   | 462,025,674
|                                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|Cost of revenues                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|New vehicle                                  |  |                    | 109,973,168 |               |                  | 110,543,308 |               |  |               | 239,121,189 |  |   | 250,741,571
|Pre-owned vehicle                            |  |                    | 59,240,010  |               |                  | 55,666,847  |               |  |               | 132,603,621 |  |   | 133,714,726
|Parts, service and other                     |  |                    | 5,032,037   |               |                  | 4,094,422   |               |  |               | 9,855,831   |  |   | 8,521,841  
|                                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|Total cost of revenues                       |  |                    | 174,245,215 |               |                  | 170,304,577 |               |  |               | 381,580,641 |  |   | 392,978,138
|                                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|Gross profit                                 |  |                    | 30,554,416  |               |                  | 27,535,473  |               |  |               | 68,313,900  |  |   | 69,047,536 
|                                             |  |                    |             |              
|Selling, general and administrative expenses |  |                    | 23,729,891  |               |                  | 26,034,819  |               |  |               | 48,269,275  |  |   | 48,472,546 
|                                             |  |                    |             |              
|Interest expense                             |  |                    | 5,256,606   |               |                  | 3,142,298   |               |  |               | 10,656,319  |  |   | 4,253,195  
|                                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|Income (loss) before income taxes            |  |                    | 1,567,919   |               |                  | (1,641,644  | )             |  |               | 9,388,306   |  |   | 16,321,795 
|                                             |  |                    |             |              
|Income tax expense (benefit)                 |  |                    | 815,007     |               |                  | (870,722    | )             |  |               | 3,631,984   |  |   | 5,474,950  
|                                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            
|Net income (loss)                            |  | $                  | 752,912     |               | $                | (770,922    | )             |  | $             | 5,756,322   |  | $ | 10,846,845 
|                                             |  |                    |             |               |                  |             |               |  |               |             |  |   |            



See accompanying notes
to condensed financial statements.



4



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Condensed Statements of Cash Flows
(Unaudited)



|                                                                                        |  |                  |             |   |               |   |              |  
|--------------------------------------------------------------------------------------- |  | ---------------- | ----------- | - | ------------- | - | ------------ | -
|                                                                                        |  | Six Months Ended |            
|                                                                                        |  | June 30, 2005    |             |   | June 30, 2004 |  
|Cash flows from operating activities                                                    |  |                  |             |   |               |   |              |  
|Net income                                                                              |  | $                | 5,756,322   |   |               | $ | 10,846,845   |  
|Adjustments to reconcile net income to net cash from operating activities               |  |                  |             |   |               |   |              |  
|Depreciation of property and equipment                                                  |  |                  | 1,388,217   |   |               |   | 1,134,444    |  
|Depreciation of rental vehicle inventory                                                |  |                  | 2,494,122   |   |               |   |             |  
|Amortization of intangible assets                                                       |  |                  | 2,583,749   |   |               |   | 758,438      |  
|Amortization and write-off of loan and other costs                                      |  |                  | 597,359     |   |               |   | 3,095,252    |  
|Amortization of discount on long-term debt                                              |  |                  | 134,960     |   |               |   | 30,044       |  
|Loss on debt extinguishment                                                             |  |                  | 95,200      |   |               |   |             |  
|Deferred income taxes                                                                   |  |                  | (1,057,968  | ) |               |   | (306,680     | )
|Gain on sale of property and equipment                                                  |  |                  | (2,792      | ) |               |   | (3,013       | )
|Change in assets and liabilities:                                                       |  |                  |             |   |               |   |              |  
|Receivables                                                                             |  |                  | (2,300,825  | ) |               |   | (1,660,756   | )
|Inventories                                                                             |  |                  | 15,653,301  |   |               |   | 5,996,476    |  
|Accounts payable and accrued expenses                                                   |  |                  | (2,541,276  | ) |               |   | (4,627,013   | )
|Other assets and liabilities                                                            |  |                  | 6,758,522   |   |               |   | (4,458,555   | )
|                                                                                        |  |                  |             |   |               |   |              |  
|Net cash provided by operating activities                                               |  |                  | 29,558,891  |   |               |   | 10,805,482   |  
|                                                                                        |  |                  |             |   |               |   |              |  
|Cash flows from investing activities                                                    |  |                  |             |   |               |   |              |  
|Proceeds from sale of property and equipment                                            |  |                  | 9,662       |   |               |   | 4,396        |  
|Purchases of property and equipment                                                     |  |                  | (2,726,156  | ) |               |   | (171,712     | )
|Loan and other costs                                                                    |  |                  |            |   |               |   | (7,174,786   | )
|Net advances to parent                                                                  |  |                  |            |   |               |   | (106,628,556 | )
|                                                                                        |  |                  |             |   |               |   |              |  
|Net cash used in investing activities                                                   |  |                  | (2,716,494  | ) |               |   | (113,970,658 | )
|                                                                                        |  |                  |             |   |               |   |              |  
|Cash flows from financing activities                                                    |  |                  |             |   |               |   |              |  
|Net borrowings (payments) under floor plan                                              |  |                  | (23,334,360 | ) |               |   | 3,631,872    |  
|Net borrowings under revolving line of credit                                           |  |                  |            |   |               |   | 3,000,000    |  
|Repayment of long-term debt                                                             |  |                  | (1,455,200  | ) |               |   | (57,785,507  | )
|Issuance of long-term debt                                                              |  |                  |            |   |               |   | 150,077,200  |  
|                                                                                        |  |                  |             |   |               |   |              |  
|Net cash (used in) provided by financing activities                                     |  |                  | (24,789,560 | ) |               |   | 98,923,565   |  
|                                                                                        |  |                  |             |   |               |   |              |  
|Net change in cash                                                                      |  |                  | 2,052,837   |   |               |   | (4,241,611   | )
|                                                                                        |  |                 
|Cash at beginning of period                                                             |  |                  | 5,103,556   |   |               |   | 8,575,911    |  
|                                                                                        |  |                  |             |   |               |   |              |  
|Cash at end of period                                                                   |  | $                | 7,156,393   |   |               | $ | 4,334,300    |  
|                                                                                        |  |                  |             |   |               |   |              |  
|Supplemental disclosure of cash flow information                                        |  |                  |             |   |               |   |              |  
|Cash paid during the period for interest                                                |  | $                | 10,754,858  |   |               | $ | 2,120,213    |  
|Cash paid (received) during the period for income taxes                                 |  |                  | (4,500,000  | ) |               |   | 10,123,408   |  
|                                                                                        |  |                 
|Non-cash investing and financing activities in conjunction with a business acquisition: |  |                  |             |   |               |   |              |  
|Fair value of assets acquired                                                           |  | $                |            |   |               | $ | 325,115,634  |  
|Liabilities assumed                                                                     |  |                  |            |   |               |   | 108,038,434  |  



See accompanying notes
to condensed financial statements.



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Notes to Condensed Financial Statements



NOTE 1 - BASIS OF PRESENTATION AND OPINION OF MANAGEMENT



The accompanying unaudited interim condensed financial statements include
the accounts of Lazy Days R.V. Center, Inc. (the Company or Lazy Days), a wholly owned subsidiary of LD Holdings, Inc. (LD Holdings), a non-operating holding company, and have been prepared in accordance
with the instructions to Form 10-Q and therefore do not include all of the information and financial statement disclosures necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting
principles generally accepted in the United States of America. In the opinion of management, the information furnished herein includes all adjustments necessary to reflect a fair statement of the interim periods reported. All adjustments are of a
normal and recurring nature. Due to the seasonal nature of our business, interim results are not necessarily indicative of results for the entire fiscal year. The December 31, 2004 condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These interim financial statements and the related notes should be read in conjunction with the financial
statements and notes included in our annual report on Form 10-K for the year ended December 31, 2004.



NOTE 2 - ACQUISITION



On May 14, 2004, RV Acquisition, Inc. (RV Acquisition), a newly formed holding company owned by an affiliate of Bruckmann, Rosser, Sherrill & Co., Inc. (BRS) and certain original shareholders of LD
Holdings, purchased all of the issued and outstanding shares of LD Holdings for a total purchase price of $217.1 million (the Acquisition). The Acquisition has been accounted for as a purchase and, accordingly, the acquired assets and
liabilities assumed have been recorded at their estimated fair values at the date of acquisition.



In connection with the Acquisition, the Company entered into a management services agreement with BRS and a shareholder of LD Holdings, whereby the
parties agreed to provide general management services to the Company, as defined. In exchange for these services, the Company agreed to pay the parties an annual management fee equal to the greater of: 1.75% of the Companys annual EBITDA, as
defined, or $500,000. Management fee expense for the three and six-month periods ended June 30, 2005 was $210,807 and $421,614, respectively. Management fee expense for the three and six-month periods ended June 30, 2004 was $42,446.



NOTE 3 - RECEIVABLES



Receivables consist of the following:



|                                             |  |               |            |   |                   |   |            |  
|-------------------------------------------- |  | ------------- | ---------- | - | ----------------- | - | ---------- | -
|                                             |  | June 30, 2005 |            |   | December 31, 2004 |  
|Contracts in transit and vehicle receivables |  | $             | 9,443,195  |   |                   | $ | 8,716,717  |  
|Manufacturer receivables                     |  |               | 6,110,588  |   |                   |   | 4,525,832  |  
|Finance and other receivables                |  |               | 1,239,070  |   |                   |   | 1,390,936  |  
|                                             |  |               |            |   |                   |   |            |  
|                                             |  |               | 16,792,853 |   |                   |   | 14,633,485 |  
|Less: Allowance for doubtful accounts        |  |               | (296,389   | ) |                   |   | (437,846   | )
|                                             |  |               |            |   |                   |   |            |  
|                                             |  | $             | 16,496,464 |   |                   | $ | 14,195,639 |  
|                                             |  |               |            |   |                   |   |            |  



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



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Notes to Condensed Financial Statements



NOTE 4 - INVENTORIES



Inventories consist of the following:



|                                                                                                         |  |               |            |   |                   |   |            |  
|-------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                         |  | June 30, 2005 |            |   | December 31, 2004 |  
|New recreational vehicles                                                                                |  | $             | 46,180,642 |   |                   | $ | 57,996,423 |  
|Pre-owned recreational vehicles                                                                          |  |               | 21,312,880 |   |                   |   | 20,041,678 |  
|Parts, accessories and other                                                                             |  |               | 1,294,579  |   |                   |   | 1,322,872  |  
|                                                                                                         |  |               |            |   |                   |   |            |  
|                                                                                                         |  |               | 68,788,101 |   |                   |   | 79,360,973 |  
|Less: LIFO reserve                                                                                       |  |               | (2,218,211 | ) |                   |   | (1,252,533 | )
|                                                                                                         |  |               |            |   |                   |   |            |  
|                                                                                                         |  |               | 66,569,890 |   |                   |   | 78,108,440 |  
|Rental recreational vehicles, less accumulated depreciation of $1,516,969 in 2005 and $2,060,039 in 2004 |  |               | 1,243,534  |   |                   |   | 7,852,407  |  
|                                                                                                         |  |               |            |   |                   |   |            |  
|                                                                                                         |  | $             | 67,813,424 |   |                   | $ | 85,960,847 |  
|                                                                                                         |  |               |            |   |                   |   |            |  



NOTE 5 - GOODWILL AND OTHER
INTANGIBLE ASSETS



Goodwill represents the excess of costs
over fair value of net assets of businesses acquired. Pursuant to Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill and intangible assets acquired in a purchase
business combination and determined to have an indefinite life are not amortized, but instead tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their
respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets.



Intangible assets (all acquired in connection with the Acquisition described in Note 2) and the related accumulated
amortization are summarized as follows:



|                                 |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|-------------------------------- |  | --------------------- | ---------- | ------------------------ | - | --------------------- |  | ------------------------ | ---------- |  | - | ---------
|                                 |  | June 30, 2005         |            | December 31, 2004       
|                                 |  | Gross Carrying Amount |            | Accumulated Amortization |   | Gross Carrying Amount |  | Accumulated Amortization
|Amortizable intangible assets:   |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|Manufacturer relationships       |  | $                     | 26,700,000 |                          | $ | 750,937               |  | $                        | 26,700,000 |  | $ | 417,188  
|Non-compete agreement            |  |                       | 9,000,000  |                          |   | 2,025,000             |  |                          | 9,000,000  |  |   | 1,125,000
|Customer database                |  |                       | 3,600,000  |                          |   | 3,600,000             |  |                          | 3,600,000  |  |   | 2,250,000
|                                 |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|                                 |  |                       | 39,300,000 |                          |   | 6,375,937             |  |                          | 39,300,000 |  |   | 3,792,188
|Unamortizable intangible assets: |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|Trade names and trademarks       |  |                       | 46,000,000 |                          |   |                      |  |                          | 46,000,000 |  |   |         
|                                 |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|                                 |  | $                     | 85,300,000 |                          | $ | 6,375,937             |  | $                        | 85,300,000 |  | $ | 3,792,188
|                                 |  |                       |            |                          |   |                       |  |                          |            |  |   |          



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Notes to Condensed Financial Statements



NOTE 5 - GOODWILL AND INTANGIBLE ASSETS (Continued)



Amortizable intangible assets are being amortized using the
straight-line method over forty years for manufacturer relationships, five years for the non-compete agreement and one year for the customer database. Trade names and trademarks are considered to have indefinite useful lives and are not being
amortized.



Amortization expense for intangible assets for the
three and six-month periods ended June 30, 2005 was $1,066,875 and $2,583,749, respectively, compared to $758,438 for the period May 14, 2004 through June 30, 2004 (See Note 2). Estimated amortization expense for the six-month period
ending December 31, 2005 and for each of the subsequent five years ending December 31 is: 2005 (six- months) - $1,233,750, 2006 - $2,467,500, 2007 - $2,467,500, 2008 - $2,467,500, 2009 - $1,342,500 and 2010 - $667,500.



NOTE 6 - FLOOR PLAN NOTES PAYABLE



Effective with the Acquisition, the Company amended its existing floor plan
financing agreement with two financial institutions, collateralized by new and pre-owned recreational vehicles aggregating up to $85,000,000. The entire facility may be used to finance new vehicle inventory but only up to $26,000,000 may be used to
finance pre-owned vehicle inventory. On October 28, 2004, the agreement was amended further to permit the Company to use floor plan credit to finance new vehicle inventory to be leased by the Company (rental vehicle inventory).
Borrowings are not to exceed $5,000,000 in the aggregate for rental vehicle inventory or $35,000 per unit. The financial institutions collateralize all vehicles purchased under these agreements and all receivables generated from the sale of these
vehicles. The interest rate charged (6.11% at June 30, 2005) is based on the prime rate or LIBOR. Principal is due upon the sale of the respective vehicle.



The Companys floor plan notes payable are subject to certain financial and restrictive covenants including debt service coverage ratio; current
ratio; and limitations on lease rentals, certain executive compensation, capital expenditures, accounts payable, additional debt, liens, dividends, distributions, certain restricted investments, and certain other corporate activities, all as defined
in the credit agreement. The Company was in compliance with all covenants at June 30, 2005.



NOTE 7 - LONG-TERM DEBT



Effective with the Acquisition, the Company entered into a five-year senior secured revolving line of credit facility (the Revolver). The facility provides for borrowings up to $15 million, as defined, which includes a $10
million sub-facility for the issuance of letters of credit. There were no outstanding advances under the Revolver at June 30, 2005. The Company had outstanding letters of credit amounting to $2,500,000 at June 30, 2005. Interest on
outstanding advances is payable monthly and is based on the prime rate or LIBOR (7.25% at June 30, 2005). Borrowings under the Revolver are collateralized by substantially all of the Companys assets.



Concurrent with the Acquisition, the Company issued $152 million of
unsecured, senior notes (the Senior Notes) through a private placement exempt from the registration requirements of the Securities Act. Subsequently, on December 6, 2004, the Company successfully completed the exchange
(Exchange Offer) of $137 million of its Senior Notes. The remaining Senior Notes totaling $15 million were ineligible for exchange. The Senior Notes mature May 15, 2012 and bear interest at an annual rate of 11.75% payable each
November 15 and May 15, to the registered holders at the close of business on November 1 and May 1 immediately preceding the interest payment date. The outstanding balance of unsecured senior notes at June 30, 2005 was
$149,002,379, net of unearned discount of $1,637,621.



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



8



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Notes to Condensed Financial Statements



NOTE 7  LONG-TERM DEBT (Continued)



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



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



In accordance with the
Senior Notes indenture, the Company made an offer to repurchase Senior Notes to the extent of 58% of the Companys free cash flow for the six-month period ended December 31, 2004. In May, the offer was completed for $1,456,532,
consisting of $1,360,000 in bond redemption, a $95,200 redemption premium and $1,332 in accrued interest. The Company shall offer to repurchase approximately $5,700,000 of Senior Notes for the six-month period ended June 30, 2005; that amount
is recorded as a current maturity of long-term debt.



9



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Notes to Condensed Financial Statements



NOTE 8  LD HOLDINGS AND RV ACQUISITION



The balance sheets of LD Holdings, a wholly owned subsidiary of RV
Acquisition, consisted of the following:



|                           |  |               |            |                   |   |           
|-------------------------- |  | ------------- | ---------- | ----------------- | - | ----------
|                           |  | June 30, 2005 |            | December 31, 2004
|ASSETS:                    |  |               |            |                   |   |           
|Investment in Lazydays     |  | $             | 73,191,103 |                   | $ | 67,434,781
|                           |  |               |            |                   |   |           
|STOCKHOLDERS EQUITY       |  |               |            |                   |   |           
|Common stock, Class A      |  | $             | 1          |                   | $ | 1         
|Paid-in capital            |  |               | 67,000,000 |                   |   | 67,000,000
|Retained earnings          |  |               | 6,191,102  |                   |   | 434,780   
|                           |  |               |            |                   |   |           
|Total stockholders equity |  | $             | 73,191,103 |                   | $ | 67,434,781
|                           |  |               |            |                   |   |           



The balance sheets of
RV Acquisition consisted of the following:



|                                                                                                     |  |               |            |   |                   |   |            |  
|---------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                     |  | June 30, 2005 |            |   | December 31, 2004 |  
|ASSETS:                                                                                              |  |               |            |   |                   |   |            |  
|Investment in LD Holdings                                                                            |  | $             | 73,191,103 |   |                   | $ | 67,434,781 |  
|                                                                                                     |  |               |            |   |                   |   |            |  
|STOCKHOLDERS EQUITY                                                                                 |  |               |            |   |                   |   |            |  
|Preferred stock, Series A, including accrued dividends of $10,281,226 in 2005 and $5,552,548 in 2004 |  | $             | 72,281,226 |   |                   | $ | 67,552,548 |  
|                                                                                                     |  |              
|Common stock, $.01 par value                                                                         |  |               | 50,000     |   |                   |   | 50,000     |  
|                                                                                                     |  |              
|Paid-in capital                                                                                      |  |               | 4,950,000  |   |                   |   | 4,950,000  |  
|                                                                                                     |  |              
|Accumulated deficit                                                                                  |  |               | (4,090,123 | ) |                   |   | (5,117,767 | )
|                                                                                                     |  |               |            |   |                   |   |            |  
|Total stockholders equity                                                                           |  | $             | 73,191,103 |   |                   | $ | 67,434,781 |  
|                                                                                                     |  |               |            |   |                   |   |            |  



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to discuss our financial condition,
changes in financial condition and results of operations, liquidity, critical accounting policies and the future impact of accounting standards that have been issued but are not yet effective. The MD&A should be read in conjunction with the
financial statements and notes included in our annual report on Form 10-K for the year ended December 31, 2004.



Forward-looking information



Some of the statements contained in this report are forward-looking in nature. In some cases, you can identify forward-looking statements by terminology
such as believes, expects, may, will, should, anticipates or intends or the negative of such terms or other comparable terminology, or by discussions of strategy.
Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. Consequently, our actual results may materially differ from those projected by any forward-looking statements.
Some of the risks and uncertainties are discussed below in Cautionary Statement for Forward Looking Information and elsewhere in this report.



Certain Defined Terms



In this report, Lazydays, the Company, we, us or our refers to Lazy Days R.V. Center,
Inc. In this report, Holdings refers to LD Holdings, Inc., our parent company, and, unless the context otherwise requires, its subsidiaries.



10



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##### Table of Contents

Overview



We are the worlds largest single-site dealer of recreational vehicles (RVs) with one of the industrys broadest selections of new
and previously-owned RVs. We are a primary point of distribution for nine of the leading manufacturers in the recreational vehicle retail industry. Located on a 126-acre facility outside of Tampa, Florida, we are widely recognized in the RV
community as the premier destination for RV enthusiasts, attracting over 250,000 visitors each year to our RV dealership, and approximately 1.3 million visitors per year to our facility (including visitors to additional attractions that appeal
to RV owners located adjacent to our site, namely Camping World, Cracker Barrel and Flying J Travel Plaza). Our facilities feature a number of unique attractions including a 1,200-site outdoor showspace of new and pre-owned RVs, a 230-bay RV
servicing facility with a 6,600 sq. ft. Customer Service Pavilion that includes a professional full-time concierge station, complimentary Starbucks coffee concession, luxurious seating areas, flat screen televisions and wireless internet
connections. At our 299-site RallyPark, we hold over 100 rallies each year and provide our visitors the opportunity to meet and spend time with other RV enthusiasts. In addition, visitors to our site can enjoy complimentary meals at our Italian
style Café or visit our Learning Center for complimentary seminars.



We derive our revenues from sales and rental of new units, sales of pre-owned units, commissions earned on sales of third-party financing and insurance products, service and repairs and visitors fees at RallyPark. In
the year ended December 31, 2004, we derived our revenues from these categories in the following percentages, 59.7%, 32.5%, 2.8%, 4.8% and 0.2%, respectively. New and pre-owned unit sales accounted for more than 90% of total revenues.



The vast majority of our costs of revenues are related to
inventory purchases. New and pre-owned vehicles have accounted for 97% or more of cost of revenues in each of the previous three years. We believe we are the nations largest single point of distribution for RVs and a primary retail outlet for
nine of the leading manufacturers in the industry. Additionally, increased unit costs are immediately passed through to end customers. As a result, our gross profit margin has been 14.5%, 14.4% and 14.5% for the years ended December 31, 2004,
2003 and 2002, respectively.



Our gross profit margins on
pre-owned vehicles are typically higher on a percentage basis while our gross profit margins on an absolute dollar basis are typically higher on new vehicles. For the year ended December 31, 2004, gross profit margins on new vehicles averaged
8.7% compared to 10.7% for pre-owned vehicles, and our gross profit from sales of new vehicles was $41.4 million and $27.9 million for pre-owned vehicles.



Salaries, commissions and benefits represent the largest component of our total selling, general and administrative (SG&A) expense and comprised more
than 50% of total SG&A expense. For the year ended December 31, 2004, approximately 13% of our SG&A expense consisted of commissions for our sales force which are directly correlated to RV vehicle sales levels. SG&A expense has
typically tracked revenue on a percentage basis.



Results of Operations



Three Months Ended June 30, 2005 Compared to Three Months Ended
June 30, 2004 (Unaudited)



Revenues. Revenues
increased $7.0 million to $204.8 million in the three months ended June 30, 2005 from $197.8 million in the comparable period in 2004. Total units increased 199 units from 2004. In 2005, we experienced lower volume in new motorized units, as
compared to the prior year, while used towable sales increased significantly. Used vehicle sales represented $5.2 million of the $7.0 million increase experienced, driven by sales of travel trailer returns from our rental program.



New Unit Sales. The $0.5 million increase of new vehicle sales was due
to $0.9 million of rental income and increases in average selling prices offsetting a decrease in new unit sales from 970 in the three months ended June 30, 2004 to 916 in the comparable period in 2005. Motorized units, specifically
Class A gas and diesel units, drove the overall decrease while travel trailers remained relatively flat with a 4 unit decline from 2004.



Pre-Owned Unit Sales. Sales of pre-owned vehicles were strong increasing $5.2 million to $67.2 million in the three months ended June 30, 2005
from $62.0 million in the comparable period in 2004. This increase was primarily attributable to an increase in the average selling price of used motorized units and the number of towable units sold, specifically travel trailer rental units (returns
from our rental program). Unit sales of pre-owned vehicles, excluding wholesale units, increased 253 units from 892 in the three months ended June 30, 2004 to 1,145 in the comparable period in 2005. Used towable products increased 234 units
from the comparable period in 2004, which was primarily driven by the sale of the rental return units.



Parts, Service and Other Revenues. Parts and service revenues in the three months ended June 30, 2005 increased $0.9 million compared to 2004.
This was due to increases in retail and warranty sales.



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Finance and Insurance Related Revenues. Finance, insurance and extended warranty related revenues
increased from $4.9 million in the three months ended June 30, 2004 to $5.3 million in the comparable period in 2005. The increase in finance, insurance and extended warranty related revenues was primarily attributable to an increase in unit
sales coupled with a $0.4 million reduction in chargebacks, offset by a declining rate spread.



Gross Profit. Gross profit consists of gross revenues less our cost of sales and services. Gross profit increased from $27.5 million in the three months ended June 30, 2004 to $30.6 million in the
comparable period in 2005. Gross profit margin increased from 13.9% in the three months ended June 30, 2004 to 14.9% in the comparable period in 2005. The increase in gross profit was primarily due to a $2.7 million increase in new and
pre-owned vehicle margin coupled with a $0.4 million increase in finance and insurance margin. New vehicle margin increase was due to a $0.9 million increase in manufacturers incentives offsetting the decline in new unit sales and a favorable
adjustment to the valuation allowance established relative to the rental vehicle inventory of approximately $0.7 million. Used vehicle margin increases from 2004 was due to a 253 unit increase from the comparable period in 2004. The $0.4 million
decrease in chargebacks positively impacted the finance and insurance margin compared to 2004.



Selling, General and Administrative Expenses. Selling, general and administrative expenses, including depreciation and amortization, decreased from $26.0 million, or 13.2% of revenues, in the three months ended
June 30, 2004 to $23.7 million, or 11.6% of revenues, in the comparable period in 2005. This decrease was primarily due to a $6.6 million decrease in expenses related to our senior note issuance and acquisition in 2004, offset primarily by
increases in marketing expenses related to the launch of our new lifestyle magazine, as well as increases in salary, commissions and benefit expenses in 2005. Historically, salary, commissions and benefits have comprised the majority of our total
selling, general and administrative expenses, and were equal to 54.4% of selling, general and administrative expenses in the three months ended June 30, 2005, as compared to 40.4% in the comparable period in 2004. Additionally, depreciation and
amortization increased by $1.2 million over the comparable period in 2004.



Operating Profit. Operating profit represents our gross profit, less selling, general and administrative expenses and depreciation and amortization. Operating profit increased from $1.5 million in the three
months ended June 30, 2004 to $6.8 million in the comparable period in 2005. This increase was due to decreased selling, general and administrative expenses and the overall increase in gross profit.



Interest ExpenseFloor Plan Credit Facility. Interest expense on
our floor plan credit facility increased from $0.5 million in the three months ended June 30, 2004 to $0.8 million in the comparable period in 2005. This was attributable to an increase in average outstanding borrowings and adjustments in
applicable interest rates under the floor plan credit facility due to increases in short-term interest rates during the period.



Other Interest Expense. Other interest expense in 2005 was related to interest payments under our Senior Notes and in 2004 on our senior credit
facility. Other interest expense increased from $2.6 million in the three months ended June 30, 2004 to $4.5 million in the comparable period in 2005. This increase was attributable to the interest paid on our senior notes.



Income Tax Expense. Income tax expense increased from a benefit of
$0.9 million in the three months ended June 30, 2004 to expense of $0.8 million in the comparable period in 2005. This increase was primarily attributable to the $3.2 million increase in pre-tax income we experienced during the three-month
period ended June 30, 2005 compared to the first quarter of 2004.



Six
Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004 (Unaudited)



Revenues. Revenues decreased $12.1 million to $449.9 million in the six months ended June 30, 2005 from $462.0 million in the comparable
period in 2004. In 2005, we experienced significantly lower volume in motorized units, as compared to the prior year, while towable sales increased.



New Unit Sales. The $11.8 million decrease of new vehicle sales was due to a decrease in new unit sales from 2,235 in the six months ended
June 30, 2004 to 2,023 in the comparable period in 2005. Motorized, specifically Class A gas units, drove the overall decrease from 2004. Travel trailer sales increased marginally over last year, while fifth wheel sales were off slightly.
Rental income of $3.6 million somewhat offset the decline from the prior year.



Pre-Owned Unit Sales. Sales of pre-owned vehicles decreased from $150.9 million in the six months ended June 30, 2004 to $150.6 million in the comparable period in 2005. This decrease was primarily
attributable to a 133 unit reduction in motorized units, specifically Class A gas units, offset by a 355 towable unit (primarily returns from our rental program) increase. Used units increased 222 units from 2,270 in the six months ended
June 30, 2004 to 2,492 in the comparable period in 2005



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##### Table of Contents

Parts, Service and Other Revenues. Parts and service revenues in the six months ended
June 30, 2005 increased $1.0 million compared to six months ended June 30, 2004. The increase was due to an increase in retail and warranty sales.



Finance and Insurance Related Revenues. Finance, insurance and extended warranty related revenues decreased from $13.2 million in the six months
ended June 30, 2004 to $12.2 million in the comparable period in 2005. The decrease in finance, insurance and extended warranty related revenues was primarily attributable to a decrease in motorized unit sales coupled with a decrease in the
percentage of units for which we arranged financing, offset partially by a reduction in our chargebacks. Chargebacks typically decrease in an increasing interest rate environment. Less finance opportunities exist for towable product sales as these
customers do not finance as often as motorized customers.



Gross Profit. Gross profit decreased slightly from $69.0 million in the six months ended June 30, 2004 to $68.3 million in the comparable period in 2005. Gross profit margin as a percentage of revenue increased slightly from
14.9% in the six months ended June 30, 2004 to 15.2% in the comparable period in 2005. The lower volume in motorized new and used unit sales, offset by a $1.5 million increase in manufacturer incentives and a $0.7 million favorable adjustment
to the valuation allowance established relative to the rental vehicle inventory drove vehicle margin down $0.6 million compared to the prior year. Furthermore, decreases in parts and service margin of $0.3 million and finance and insurance margin of
$1.0 million, offset by a $1.1 million increase in rental margin and $0.1 million increase in RallyPark drove the overall gross profit down year-over-year. The $1.0 million decrease in the finance and insurance margin was due to a shift in model
mix, offset by a year-to-date reduction in chargebacks.



Selling, General and Administrative Expenses. Selling, general and administrative expenses, including depreciation and amortization, decreased slightly from $48.5 million in the six months ended June 30, 2004 to $48.3 million,
in the comparable period in 2005. This decrease was primarily due to a $6.6 million decrease in expenses related to our senior note issuance and acquisition in 2004 offset primarily by increases in salary, commissions and benefit expenses and
increases in rent expense, marketing initiatives (new magazine), non-compete fees, management fees, depreciation and professional services in 2005.



Operating Profit. Operating profit represents our gross profit, less selling, general and administrative expenses and depreciation and
amortization. Operating profit decreased from $20.6 million in the six months ended June 30, 2004 to $20.0 million in the comparable period in 2005. This decrease was due to a $0.7 million decline in gross profit offset by by a slight decrease
in selling, general and administrative expenses.



Interest
ExpenseFloor Plan Credit Facility. Interest expense on our floor plan credit facility increased from $1.0 million in the six months ended June 30, 2004 to $1.7 million in the comparable period in 2005. This was attributable to an
increase in average outstanding borrowings and adjustments in applicable interest rates under the floor plan credit facility due to increases in short-term interest rates during the period.



Other Interest Expense. Other interest expense in 2005 was related to
interest payments under our Senior Notes and in 2004 on our senior credit facility. Other interest expense increased from $3.3 million in the six months ended June 30, 2004 to $9.0 million in the comparable period in 2005. This increase was
attributable to the interest paid on our Senior Notes.



Income Tax Expense. Income tax expense decreased from $5.5 million in the six months ended June 30, 2004 to $3.6 million in the comparable period in 2005. This decrease was primarily attributable to the $6.9 million decrease in
pre-tax income (driven by increased interest expense) we experienced during the six-month period ended June 30, 2005 compared to the same period in 2004.



Liquidity and Capital Resources



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



Operating Activities. Net cash provided by operating activities during the six months ended June 30, 2005 was equal to $29.6 million, compared with net cash provided by operating activities of $10.8 million during the comparable
period in 2004. This increase in net cash provided by operating activities for 2005 was primarily the result of a decrease in inventories and refunds of tax payments made in prior periods offset by a decrease in net income (driven by decreases in
new unit sales) and an increase in accounts receivable.



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Investing Activities. Net cash used in investing activities was $2.7 million during the six months
ended June 30, 2005, compared with net cash used in investing activities of $114.0 million during the comparable period in 2004. The decrease in net cash used in investing activities during the six-month period ended June 30, 2005 versus
2004 was primarily attributable to $113.8 million in investing activities attributable to the acquisition which occurred during 2004.



Financing Activities. Net cash used in financing activities during the six months ended June 30, 2005 was $24.8 million, compared to $98.9
million provided by financing activities during the comparable period in 2004. The increase in cash used in financing activities was due to $95.3 million of net proceeds received from the acquisition in 2004 offset by net payments under our floor
plan agreement in 2005.



Working Capital. Working
capital, including cash and cash equivalents, totaled approximately $23.6 million at June 30, 2005. We maintain sizable inventories in order to meet the expectations of our customers, and believe that we will continue to require working capital
consistent with past experience. Historically, we have funded our operations with internally generated cash flow and borrowings. Changes in our working capital are driven primarily by our profit levels.



Our principal sources of funds are cash flows from operating activities and
available borrowings under our new senior secured revolving credit facility and amended floor plan credit facility. As of June 30, 2005, we had $85.0 million of borrowing capacity and $38.8 million of availability under our amended floor plan
credit facility and $15.0 million of borrowing capacity and $12.5 million of availability under our new senior secured revolving credit facility. We have nothing drawn under our senior secured revolving credit facility, while $2.5 million of
availability has been used to support letter of credit obligations under our letter of credit subfacility.



Based on current facts and circumstances, we believe we have adequate cash flow coupled with borrowing capacity under our senior secured revolving credit
facility and amended floor plan credit facility to fund our current operations and capital expenditures budgeted for 2005.



Borrowings under our floor plan credit facility to finance our new vehicle inventory may not exceed (i) 100% of the factory invoices for the related
vehicles, (ii) 85% of the wholesale value of all pre-owned inventory (as determined in accordance with National Automobile Dealers Association RV Industry Appraisal Guide, or appraised NADA value) for vehicles in the current through 7th prior
model years and (iii) 65% of the appraised NADA value with respect to pre-owned vehicles in the 8th, 9th and 10th prior model years. At times, we have made repayments on our then existing floor plan credit facility using excess cash flow from
operations.



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



We anticipate that we will spend approximately $4.9
million on capital expenditures in 2005, of which approximately $3.2 million will be used to upgrade our existing software and approximately $1.7 million will be used to maintain our facilities, and we expect to spend similar amounts on maintenance
expenditures in subsequent periods. As of June 30, 2005, our capital expenditures approximated $2.7 million for the six-month period ended June 30, 2005. Our senior secured revolving credit facility and amended floor plan credit facility
limits our ability to make capital expenditures in excess of $5.0 million per annum.



In May of 2005 we amended our floor plan credit facility to calculate our capital expense limitation on a per annum basis in a manner consistent with the capital expense limitations under our new senior secured credit
facility.



Based on current estimates, management believes that
the amount of capital expenditures permitted to be made under our senior secured revolving credit facility and amended floor plan credit facility will be adequate to grow our business according to our business strategy and to maintain the properties
and business of our continuing operations.



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##### Table of Contents

Contractual Obligations and Commercial Commitments



The following table sets forth our contractual and commercial commitments as of June 30, 2005:



Payments Due by Period



|                                   |  |       |             |          |   |             |  |           |            |           |   |            |  |   |            
|---------------------------------- |  | ----- | ----------- | -------- | - | ----------- |  | --------- | ---------- | --------- | - | ---------- |  | - | -----------
|                                   |  | Total |             | < 1 year |   | 1 - 3 years |  | 4-5 years |            | > 5 years
|Contractual Obligations            |  |       |             |          |   |             |  |           |            |           |   |            |  |   |            
|Senior notes (1)                   |  | $     | 150,640,000 |          | $ |            |  | $         |           |           | $ |           |  | $ | 150,640,000
|Operating lease obligations        |  |       | 91,122,593  |          |   | 5,657,974   |  |           | 16,186,555 |           |   | 10,289,371 |  |   | 58,988,693 
|Floor plan notes payable           |  |       | 46,241,770  |          |   | 46,241,770  |  |           |           |           |   |           |  |   |           
|                                   |  |       |             |          |   |             |  |           |            |           |   |            |  |   |            
|Total contractual cash obligations |  | $     | 288,004,363 |          | $ | 51,899,744  |  | $         | 16,186,555 |           | $ | 10,289,371 |  | $ | 209,628,693
|                                   |  |       |             |          |   |             |  |           |            |           |   |            |  |   |            

---

|(1) | Does not reflect any potential redemptions by noteholders associated with any free cash flow offer made by the Company in connection with our senior notes.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



Cautionary Statement for Forward-Looking Information



Certain information set forth in this report contains forward-looking
statements within the meaning of the federal securities laws. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing
needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward-looking statements can be identified by terminology such as believes, expects,
may, will, should, or anticipates, or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to
time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.



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



There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. The following are among the
factors that could cause actual results to differ materially from the forward-looking statements. There may be other factors, including those discussed elsewhere in this report, which may cause our actual results to differ materially from the
forward-looking statements. Any forward-looking statements should be considered in light of the risk factors specified in our annual report on Form 10-K for the fiscal year ended December 31, 2004, some of which are summarized below.



| |  |  | changes from anticipated levels of sales, whether due to future national or regional economic and competitive conditions, including new into the industry, customer acceptance of
existing and new products, consumer confidence or otherwise;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | significant indebtedness that may limit our financial and operational flexibility;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | increased interest rates which increase the cost of financing vehicle purchases;
| | - |  | --------------------------------------------------------------------------------



| |  |  | higher fuel costs which may deter purchases of recreational vehicles;
| | - |  | ---------------------------------------------------------------------



| |  |  | actions of current or new competitors that increase competition with respect to prices and services;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | increased advertising costs associated with promotional efforts;
| | - |  | ----------------------------------------------------------------



| |  |  | pending or new litigation or governmental regulations;
| | - |  | ------------------------------------------------------



| |  |  | severe weather events and other natural disasters which could impact our single-site location near Tampa, Florida;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | other uncertainties which are difficult to predict or beyond our control; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | the risk that we incorrectly analyze these risks and forces, or that the strategies we develop to address them could be unsuccessful.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk



Interest Rates. We are exposed to market risk from changes in the interest rates on a portion of our outstanding indebtedness. Outstanding balances
under our senior secured revolving credit facility bear interest at a variable rate on prime or LIBOR as adjusted each interest period. There were no borrowings outstanding at June 30, 2005 under this revolving credit facility. Amounts
outstanding under floor plan financing arrangements bear interest at a variable rate based on prime or LIBOR as adjusted each interest period. As of June 30, 2005, based on the aggregate amount of $46.2 million outstanding under our amended
floor plan financing facility as of such date, a 100 basis point change in interest rates would have changed our annual floor plan interest expense by approximately $0.5 million.



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



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



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



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



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



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



We have a single location near Tampa,
Florida, which is in close proximity to the Gulf of Mexico. As a single-site operator, a severe weather event such as a hurricane could cause severe damage to our property and inventory. Although we believe we have adequate insurance coverage, if we
were to experience a catastrophic loss, we may exceed our policy limits and/or we may have difficulty obtaining similar insurance coverage in the future. There was minimal impact to our facility as a result of hurricane activity throughout the state
of Florida in 2004.



ITEM 4. Controls and Procedures



Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the Exchange Act)) as of June 30, 2005. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2005, our disclosure controls and procedures
were (1) designed to ensure that material information relating to our Company, is made known to the chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was
being prepared, and (2) effective, in that they provide reasonable assurance that information required to be disclosed by our Company in the reports that we file or submit, or would have filed or submitted, under the Exchange Act are recorded,
processed, summarized and reported within the time periods specified in the applicable rules and forms.



No change in our internal control over financial reporting occurred during the three and six-months ended June 30, 2005 that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).



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PART II.

OTHER INFORMATION



ITEM 1. Legal Proceedings



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



ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds



Not applicable.



ITEM 3. Defaults Upon Senior Securities



Not applicable.



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



Not applicable.



ITEM 5. Other Information



Not applicable.



ITEM 6. Exhibits



| | 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ---------------------------------------------------------------------------------------------------



| | 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ---------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Lazy Days R.V. Center, Inc./s/ John HortonBy:

John HortonIts:

Chief Executive Officer/s/ Charles L. ThibaultBy:

Charles L. ThibaultIts:

Chief Financial OfficerDated: February 16, 2006




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##### Table of Contents

EXHIBIT INDEX



|       |  |                                                                                                   
|------ |  | --------------------------------------------------------------------------------------------------
|Number |  | Description of Exhibits                                                                           
|31.1   |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|       | 
|31.2   |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



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