**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**FORM
      10-Q**





**x QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE ACT OF 1934**




**For
      the quarterly period ended March 31, 2007**


**OR**




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


**EXCHANGE ACT OF 1934**




**For
      the transition period
      from             
to**




**COMMISSION
      FILE NUMBER: 333-118185**









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


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




**Florida**
            **59-1764794****(State
                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)**




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 a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and


large
      accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):




Large
      accelerated filer  ̈   Accelerated
      Filer  ̈  Non-accelerated
      filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      (12b-2 of the Exchange Act).


Yes  ̈ No x




As
      of
      May 15, 2007, the registrant had 100 shares of common stock outstanding.







**TABLE
      OF CONTENTS**




PART
                I. FINANCIAL INFORMATIONITEM 1.
                Financial Statements
            3ITEM 2.
                Management’s Discussion and Analysis of Financial Condition and Results of
                Operations
            12ITEM 3.
                Quantitative and Qualitative Disclosures About Market Risk
            19ITEM 4.
                Controls and Procedures
            20PART
                II. OTHER INFORMATIONITEM 1.
                Legal Proceedings
            21ITEM
                1A. Risk Factors
            21ITEM 2.
                Unregistered Sales of Equity Securities and use of
                Proceeds
            21ITEM 3.
                Defaults Upon Senior Securities
            21ITEM 4.
                Submission of Matters to a Vote of Security Holders
            21ITEM 5.
                Other Information
            21ITEM 6.
                Exhibits
            21SIGNATURES
            22




2


**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***


(unaudited)**March
                31,**
              **2007**
            
            **December
                31,**
              **2006****ASSETS**Current
                assetsCash
            
            $
            4,306,154
            
            $
            3,253,637Receivables,
                net
            
            
            25,259,685
            
            
            15,514,990Refundable
                income taxes
            
            
            —
            
            
            377,633Inventories
            
            
            92,313,633
            
            
            100,688,336Prepaid
                expenses and other
            
            
            2,985,486
            
            
            3,001,928Total
                current assets
            
            
            124,864,958
            
            
            122,836,524Property
                and equipment, net
            
            
            36,181,216
            
            
            36,970,987Loan
                and other costs, net
            
            
            4,502,539
            
            
            4,647,963Goodwill
            
            
            104,865,672
            
            
            104,865,672Intangible
                assets, net
            
            
            74,709,509
            
            
            75,222,812Other
                assets
            
            
            221,876
            
            
            228,445Total
                assets
            
            $
            345,345,770
            
            $
            344,772,403**LIABILITIES
                AND STOCKHOLDER’S EQUITY**Current
                liabilitiesFloor
                plan notes payable
            
            $
            53,887,971
            
            $
            67,275,431Accounts
                payable and accrued expenses
            
            
            16,201,249
            
            
            11,903,098Accrued
                interest
            
            
            6,628,272
            
            
            2,548,495Reserve
                for chargebacks
            
            
            1,140,000
            
            
            1,110,000Customer
                deposits
            
            
            2,579,918
            
            
            1,421,168Income
              tax payable
            
            
            1,710,776
            
            
            —Deferred
                income taxes
            
            
            2,157,135
            
            
            2,157,135Total
                current liabilities
            
            
            84,305,321
            
            
            86,415,327Long-term
                debt, less current maturities
            
            
            140,852,790
            
            
            140,796,654Reserve
                for chargebacks
            
            
            1,090,000
            
            
            1,042,000Deferred
                rent
            
            
            14,092,394
            
            
            14,134,249Deferred
                income taxes
            
            
            28,431,328
            
            
            28,707,187Other
            
            
            9,484
            
            
            11,494Total
                liabilities
            
            
            268,781,317
            
            
            271,106,911Stockholder’s
                equityCommon
                stock, $.01 par value: 100 shares issued and outstanding
            
            
            1
            
            
            1Paid-in
                capital
            
            
            67,000,000
            
            
            67,000,000Retained
                earnings
            
            
            9,564,452
            
            
            6,665,491Total
                stockholder’s equity
            
            
            76,564,453
            
            
            73,665,492Total
                liabilities and stockholder’s equity
            
            $
            345,345,770
            
            $
            344,772,403


See
      accompanying notes to condensed financial statements.


3


**Lazy
      Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings, Inc.**


***Condensed
      Statements of Operations*** (Unaudited)




**Three
                Months Ended****March 31,**
              **2007**
            
            **March 31,**
              **2006**RevenuesNew
                vehicle
            
            $
            142,486,314
            
            $
            132,049,120Pre-owned
                vehicle
            
            
            84,670,024
            
            
            85,689,929Parts,
                service and other
            
            
            11,301,416
            
            
            12,079,958Finance
                and insurance
            
            
            6,869,454
            
            
            6,797,337Rally
                Park
            
            
            813,231
            
            
            745,921Other
            
            
            145,092
            
            
            401,354Total
                revenues
            
            
            246,285,531
            
            
            237,763,619Cost
                of revenuesNew
                vehicle
            
            
            131,077,419
            
            
            119,727,559Pre-owned
                vehicle
            
            
            76,144,309
            
            
            76,477,548Parts,
                service and other
            
            
            4,754,779
            
            
            4,770,410Total
                cost of revenues
            
            
            211,976,507
            
            
            200,975,517Gross
                profit
            
            
            34,309,024
            
            
            36,788,102Selling,
                general and administrative expenses
            
            
            24,189,170
            
            
            24,824,406Income
                before interest expense and income taxes
            
            
            10,119,854
            
            
            11,963,696Interest
                expense
            
            
            5,385,253
            
            
            5,444,534Income
                before income taxes
            
            
            4,734,601
            
            
            6,519,162Income
                tax expense
            
            
            1,835,640
            
            
            2,520,297Net
                income
            
            $
            2,898,961
            
            $
            3,998,865




See
      accompanying notes to condensed financial statements.




4


**Lazy
      Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings, Inc.**


***Condensed
      Statements of Cash Flows*** (Unaudited)




**Three
                Months Ended****March 31,**
              **2007**
            
            **March 31,**
              **2006**Cash
                flows from operating activitiesNet
                income
            
            $
            2,898,961
            
            $
            3,998,865Adjustments
                to reconcile net income to net cashDepreciation
                of property and equipment
            
            
            974,622
            
            
            734,043Depreciation
                of rental vehicle inventory
            
            
            2,653
            
            
            312,000Amortization
                of intangible costs
            
            
            513,303
            
            
            616,876Amortization
                and write-off of loan and other costs
            
            
            267,676
            
            
            266,625Amortization
                of discount on long-term debt
            
            
            56,136
            
            
            56,789Loss on
                sale of property and equipment
            
            
            2,198
            
            
            2,234Reserve
                for chargebacks
            
            
            78,000
            
            
            60,000Deferred
                income taxes
            
            
            (275,859
            )
            
            (275,859
            )Change
                in assets and liabilitiesReceivables
            
            
            (9,744,695
            )
            
            3,706,455Inventories
            
            
            8,372,050
            
            
            15,775,320Prepaid
                expenses and other
            
            
            16,442
            
            
            (532,787
            )Refundable
                income taxes
            
            
            377,633
            
            
            491,266Other
                assets
            
            
            6,569
            
            
            10,543Accounts
                payable, accrued interest, other accrued expensesand
                customer deposits
            
            
            9,534,668
            
            
            4,422,299Income
                taxes payable
            
            
            1,710,776
            
            
            2,104,890Deferred
                rent
            
            
            (41,855
            )
            
            (20,482
            )Net
                cash provided by operating activities
            
            
            14,749,278
            
            
            31,729,077Cash
                flows from investing activitiesProceeds
                from sale of property and equipment
            
            
            500
            
            
            —Purchases
                of property and equipment
            
            
            (187,549
            )
            
            (523,282
            )Net
                cash used in investing activities
            
            
            (187,049
            )
            
            (523,282
            )Cash
                flows from financing activitiesNet
                payments under floor plan
            
            
            (13,387,460
            )
            
            (27,039,540
            )Loan
                and other costs
            
            
            (122,252
            )
            
            —Net
                cash used in financing activities
            
            
            (13,509,712
            )
            
            (27,039,540
            )Net
                change in cash
            
            
            1,052,517
            
            
            4,166,255Cash
                at beginning of period
            
            
            3,253,637
            
            
            4,726,164Cash
                at end of period
            
            $
            4,306,154
            
            $
            8,892,419Supplemental
                disclosure of cash flow informationCash
                paid during the period for interest
            
            $
            1,305,476
            
            $
            1,276,498Cash
                paid during the period for income taxes
            
            
            —
            
            
            200,000




See
      accompanying notes to condensed financial statements.




5


**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, 2006 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, 2006.




**NOTE
      2 - RECEIVABLES**




Receivables
      consist of the following:




**March
                31,**
              **2007**
            
            **December
                31,**
              **2006**Contracts
                in transit and vehicle receivables
            
            $
            15,909,117
            
            $
            9,262,233Manufacturer
                receivables
            
            
            8,076,736
            
            
            5,371,397Finance
                and other receivables
            
            
            1,823,139
            
            
            1,430,66725,808,992
            
            
            16,064,297Less:
                Allowance for doubtful accounts
            
            
            549,307
            
            
            549,307$
            25,259,685
            
            $
            15,514,990




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.  Manufacturer receivables are due from the
      manufacturers for incentives, rebates and other programs.




6


**Lazy
      Days’ R.V. Center, Inc., a wholly owned**


**subsidiary
      of LD Holdings, Inc.**


***Notes
      to Condensed Financial Statements***




**NOTE
      3 - INVENTORIES**




Inventories
      consist of the following:




**March
                31,**
              **2007**
            
            **December
                31,**
              **2006**New
                recreational vehicles
            
            $
            63,303,445
            
            $
            68,398,121Pre-owned
                recreational vehicles
            
            
            29,019,578
            
            
            32,386,060Parts,
                accessories and other
            
            
            2,345,758
            
            
            1,707,84894,668,781
            
            
            102,492,029Less:
                LIFO reserve
            
            
            2,355,148
            
            
            1,810,35592,313,633
            
            
            100,681,674Rental
                recreational vehicles, less accumulated depreciation of $22,859 in
                2007
                and $38,775 in 2006
            
            
            —
            
            
            6,662$
            92,313,633
            
            $
            100,688,336




7


**Lazy
        Days’ R.V. Center, Inc., a wholly owned**
 **subsidiary
        of LD Holdings, Inc.**
 ***Notes
        to Condensed Financial Statements***
  NOTE
        4 -
        GOODWILL AND OTHER INTANGIBLE ASSETS




Goodwill
      totalling $104,865,672 at March 31, 2007 and December 31, 2006, represents
      the
      excess of costs over fair value of net assets of an acquired business. 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. At December 31, 2006, management determined
      there was no impairment of goodwill. SFAS No. 142 also requires that
      intangible assets with estimable useful lives be amortized over their respective
      estimated useful lives, addressed annually and reviewed for impairment in
      accordance with SFAS No. 144, *Accounting
      for Impairment or Disposal of Long-Lived Assets* .




Intangible
      assets and the related accumulated amortization are summarized as follows:




**March 31,
                2007**
            
            **December
                31, 2006****Gross**
              **Carrying**
              **Amount**
            
            **Accumulated**
              **Amortization**
            
            **Gross**
              **Carrying**
              **Amount**
            
            **Accumulated**
              **Amortization**Amortizable
                intangible assets:Manufacturer
                relationships
            
            $
            26,700,000
            
            $
            1,919,062
            
            $
            26,700,000
            
            $
            1,752,188Non-compete
                agreement
            
            
            9,000,000
            
            
            5,071,429
            
            
            9,000,000
            
            
            4,725,000Customer
                database
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,00039,300,000
            
            
            10,590,491
            
            
            39,300,000
            
            
            10,077,188Unamortizable
                intangible assets:Trade
                names and trademarks
            
            
            46,000,000
            
            
            —
            
            
            46,000,000
            
            
            —$
            85,300,000
            
            $
            10,590,491
            
            $
            85,300,000
            
            $
            10,077,188






Amortizable
      intangible assets are being amortized using the straight-line method over 40
      years for manufacturer relationships, six years for the non-compete agreement
      (which was extended an additional year in March 2007 as part of Mr. Wallace's
      retirement agreement) and one year for the customer database. The
      weighted-average amortization period for all amortizable intangible assets
      acquired in 2004 is 28.7 years. Trade names and trademarks are considered to
      have indefinite useful lives and are not being amortized.




Amortization
      expense for intangible assets for the three-month period ended March 31, 2007
      was $513,303 compared to $616,876 for the
      three-month period ended March 31, 2006. Estimated amortization expense for
      the
      nine-month period ending December 31, 2006 and for each of the subsequent five
      years ending December 31 is: 2007 (nine-months) - $1,384,553, 2008 - $1,846,071,
      2009 - $1,846,071, 2010 - $1,355,000, and 2011 - $667,500.




8


**Lazy
      Days’ R.V. Center, Inc., a wholly owned**


**subsidiary
      of LD Holdings, Inc.**


***Notes
      to Condensed Financial Statements***





**NOTE
      5 - FLOOR PLAN NOTES PAYABLE**




The
      Company maintains floor plan financing agreements 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. The financial institutions collateralize all vehicles
      purchased under these agreements and all receivables generated from the sale
      of
      these vehicles. The interest rate charged (6.97% and 7.38% at March 31, 2007
      and 2006, respectively) is based on the prime rate or LIBOR. Principal is
      due upon the sale of the respective vehicle.




Effective
      February 22, 2007, the Company amended the floor plan financing agreements
      extending the terms through February 22, 2011. The Company has the option to
      increase the aggregate floor plan commitments to $100,000,000 from $85,000,000.
      The amended and restated floor plan credit facility also includes a $15,000,000
      revolving credit facility (see Note 6).




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 March 31, 2007.





Interest
      expense on the floor plan notes payable was approximately $1,190,000 for the
      three-month period ended March 31, 2007 compared to $1,129,000 for the period
      ended March 31, 2006.






9


**Lazy
        Days’ R.V. Center, Inc., a wholly owned**
 **subsidiary
        of LD Holdings, Inc.**
 ***Notes
        to Condensed Financial Statements***
  NOTE
        6 -
        LONG-TERM DEBT




On
      May
      14, 2004, the Company issued $152 million of unsecured, senior notes (the
“Senior Notes”) through a private placement exempt from the registration
      requirements of the Securities Act. Subsequently, on December 6, 2004, the
      Company successfully completed the exchange of $137 million of its Senior Notes.
      The remaining Senior Notes totaling $15 million were ineligible for exchange.
      The Senior Notes mature May 15, 2012 and bear interest at an annual rate of
      11.75% payable each November 15 and May 15, to the registered holders at the
      close of business on November 1 and May 1 immediately preceding the
      interest payment date. The outstanding balance of unsecured senior notes at
      March 31, 2007 was $140,852,790 net of unearned discount of
      $1,151,210.





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




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





The
      Company shall offer to repurchase Senior Notes from all holders, on a pro rata
      basis, to the extent of 50% of the Company’s free cash flow, as defined, for any
      six-month period ending on either June 30 or December 31 of any fiscal
      year. 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. For the six months
      ended December 31, 2006 no free cash flow existed for offer.




The
      Company maintained a five-year senior secured revolving line of credit facility
      (the "Revolver").  The Revolver provided for borrowings up to $15 million,
      as defined, which included a $10 million sub-facility for the issuance of
      letters of credit.  The Revolver was terminated February 22, 2007 and
      replaced with a new $15 million Revolver under
      the same credit facility as the floor plan agreement (see Note 5).  The
      terms of the new Revolver have not significantly changed from the prior
      agreement.  There were no outstanding advances under the Revolver at March
      31, 2007 or December 31, 2006. The Company is eligible to utilize the Revolver
      when its interest coverage ratio exceeds 1.40.  At March 31, 2007, the
      Company's interest ratio is 1.37 and so it is not eligible to utilize the
      Revolver.




The
      Company had outstanding letters of credit amounting
      to $300,000 at March 31, 2007. Interest on outstanding
      advances is payable monthly and is based on the prime rate or LIBOR (8.25%
      at
      March 31, 2007).  Borrowings are collateralized by substantially all of the
      Company's assets.




10


**Lazy
        Days’ R.V. Center, Inc., a wholly owned**
 **subsidiary
        of LD Holdings, Inc.**
 ***Notes
        to Condensed Financial Statements***




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




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




**March 31,**
              **2007**
            
            **December 31,**
              **2006**ASSETS:Investment
                in Lazydays
            
            $
            76,564,453
            
            $
            73,665,492STOCKHOLDER’S
                EQUITYCommon
                stock, Class A
            
            $
            1
            
            $
            1Paid-in
                capital
            
            
            67,000,000
            
            
            67,000,000Retained
                earnings
            
            
            9,564,452
            
            
            6,665,491Total
                stockholder’s equity
            
            $
            76,564,453
            
            $
            73,665,492




The
      balance sheets of RV Acquisition consisted of the following:




**March 31,**
              **2007**
            
            **December 31,**
              **2006**ASSETS:Investment
                in LD Holdings
            
            $
            76,564,453
            
            $
            73,665,492LIABILITIES:Due
                to Lazydays
            
            $
            51,372
            
            $
            51,372STOCKHOLDERS'
                EQUITYPreferred
                stock, Series A, including accrued dividends of $29,630,268 in 2007
                and
                $26,547,610 in 2006
            
            $
            91,582,058
            
            $
            88,547,610Common
                stock, $.01 par value
            
            
            49,947
            
            
            49,947Paid-in
                capital
            
            
            4,941,771
            
            
            4,941,771Accumulated
                deficit
            
            
            (20,060,695
            )
            
            (19,925,208
            )Total
                stockholders' equity
            
            $
            76,513,081
            
            $
            73,614,120Total
                liabilities and stockholders' equity
            
            $
            76,564,453
            
            $
            73,665,492




NOTE
      8 - EFFECT OF RECENTLY ISSUED ACCOUNTING
      STANDARDS ON THE FINANCIAL STATEMENTS




In
      July 2006, the Financial Accounting Standards Board issued Financial
      Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN
      48").  This Interpretation revises the recognition test for tax positions
      taken in tax returns such that a tax benefit is recorded only when it is more
      likely than not that the tax position will be allowed upon examination by taxing
      authorities, which is presumed to occur.  The amount of such a tax benefit
      to be recorded is the largest amount that is more likely than not to be
      allowed. The Company adopted FIN 48 effective January 1,
      2007.  The adoption of FIN 48 had no material impact on the Company's
      consolidated financial position or results of operations. The amount of
      unrecognized tax benefits at January 1, 2007 totaled $460,000, and the full
      amount would increase operating income, thus impacting the Company's effective
      tax rate, if ultimately recognized into income.




The Company is subject to
      U.S. Federal income tax as well as income tax of the State of
      Florida, and is no longer subject to examination by taxing authorities for
      years
      before 2003.  The Company does not expect the total amount of unrecognized
      tax benefits to significantly increase in the next twelve months.  Interest
      and penalties related to income tax matters are recognized
      in income tax expense. Interest and penalties accrued for at March 31,
      2007 were insignificant.





11





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




The
      following discussion regarding Lazy Days' R.V. Center, Inc.'s financial
      condition and results of operations should be read in conjunction with our
      financial statements and the notes to those statements included in our Annual
      Report on Form 10-K for the year ended December 31, 2006.  Unless stated
      otherwise, the information provided in this section relates to Lazy Days' R.V.
      Center, Inc. only and not to its parent, LD Holdings.  This report contains
      forward-looking statements that involve risks and uncertainties.  Our
      actual results may differ materially from those indicated in forward-looking
      statements.




**Certain
      Defined Terms**




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




**Overview**




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




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




We
      derive
      our revenues principally from sales and rental of new units, sales of pre-owned
      units, commissions earned on sales of third-party financing and insurance
      products, service and rental repairs, and visitors fees at Rally Park. In 2006,
      we derived our revenues from these categories in the following percentages,
      58.8%, 32.8%, 2.8%, 5.1% and 0.5%, respectively. New and pre-owned unit sales
      accounted for more than 91% 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. Increased unit costs are immediately passed through
      to
      end customers. As a result, our gross profit margin has been 15.0%, 14.9% and
      14.5% for the years ended December 31, 2006, 2005 and 2004, respectively.




Our
      gross
      profit margins on pre-owned vehicles are typically higher on a percentage basis
      while our gross profit margins on an absolute dollar basis are typically higher
      on new vehicles. In 2006, gross profit margins on new vehicles averaged 9.1%
      compared to 10.7% for pre-owned vehicles, and our gross profit from sales of
      new
      vehicles was $40.5 million and $26.6 million for pre-owned vehicles. Although
      gross profit margins on new and pre-owned vehicles were down slightly from
      2005,
      overall margins slightly increased due to improved margins relative to parts,
      service and other.




Salaries,
      commissions and benefits represent more than 50% of our total selling, general
      and administrative expense and is its largest component. In 2006, approximately
      13.3% of our selling, general and administrative expense consisted of
      commissions for our sales force which are directly correlated to RV vehicle
      sales levels. Selling, general and administrative expense is typically
      consistent with revenue on a percentage basis.






12


**Results
      of Operations**




**Three
      Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006
      (Unaudited)**




*Revenues* . Revenues
      increased $8.5 million to $246.3 million in the three months ended March 31,
      2007 from $237.8 million in the comparable period in 2006. The increase resulted
      from $10.4 million of new vehicle sales (due to higher average sales price)
      offset by lower pre-owned vehicle revenue, parts and service revenue and other
      revenue. Total new and pre-owned units sold decreased 118 units from 2006 (down
      33 units in new and 85 in pre-owned). Despite the unit decline, finance and
      insurance related revenues were up slightly.




*New
      Unit Sales* .
      The
      $10.4 million increase of new vehicle sales occurred despite a 33 unit decline
      in new unit sales from 1,037 in the three months ended March 31, 2006 to 1,004
      in the comparable period in 2007. This was driven by mix and an increase in
      average sales price. Class A units increased significantly as Class A
      diesel and Class A gas units increased 11.6% and 8.2%, respectively. Class
      C and
      towable units drove the unit decline experienced. New unit sales by class in
      the
      three months ended March 31, 2007 compared to the three months ended March
      31,
      2006 is summarized as follows:




**Three
                Months Ended****March 31,**
              **2007**
            
            **March 31,**
              **2006**Class
                A - Diesel
            
            
            434
            
            
            389Class
                A - Gas
            
            
            199
            
            
            184Class
                C
            
            
            96
            
            
            128Total
                Motorized
            
            
            729
            
            
            701Fifth
                Wheel
            
            
            170
            
            
            195Travel
                Trailer
            
            
            105
            
            
            141Total
                Towable
            
            
            275
            
            
            336Total
                New Units
            
            
            1,004
            
            
            1,037






13


*Pre-Owned
      Unit Sales* .
      Sales
      of pre-owned vehicles decreased $1.0 million to $84.7 million in the three
      months ended March 31, 2007 from $85.7 million in the comparable period in
      2006.
      This decrease was primarily attributable to a decrease in units partially offset
      by an increase in the average selling price of used units. Unit sales of
      pre-owned vehicles, excluding wholesale units, decreased 85 units from 1,205
      in
      the three months ended March 31, 2006 to 1,120 in the comparable period in
      2007.
      Pre-owned unit sales by class in the three months ended March 31, 2007 compared
      to the three months ended March 31, 2006 is summarized as follows:




**Three
                Months Ended****March 31,**
              **2007**
            
            **March 31,**
              **2006**Class
                A - Diesel
            
            
            378
            
            
            411Class
                A - Gas
            
            
            273
            
            
            318Class
                C
            
            
            124
            
            
            104Total
                Motorized
            
            
            775
            
            
            833Fifth
                Wheel
            
            
            126
            
            
            134Travel
                Trailer
            
            
            115
            
            
            134Other
            
            
            104
            
            
            104Total
                Towable
            
            
            345
            
            
            372Total
                Pre-Owned Units
            
            
            1,120
            
            
            1,205




*Parts,
      Service and Other Revenues* .
      Parts
      and service revenues in the three months ended March 31, 2007 decreased $0.8
      million compared to 2006. This was driven by a decrease in volume, the
      corresponding effect on retail and warranty sales.




*Finance
      and
      Insurance Related Revenues* .
      Finance, insurance and extended warranty related revenues were $6.9
      million in the three months ended March 31, 2007 compared to $6.8 million
      to the same period in 2006. This was due to improved finance
      penetration ratios and improved extended warranty and aftermarket sales offset
      by decreased financing opportunities resulting from the decline in overall
      unit
      sales.




*Gross
      Profit* .
      Gross
      profit consists of gross revenues less our cost of sales and services. Gross
      profit decreased from $36.8 million in the three months ended March 31, 2006
      to
      $34.3 million in the comparable period in 2007. Gross profit margin percentage
      decreased from 15.5% in the three months ended March 31, 2006 to 13.9% in the
      comparable period in 2007. The decease in gross profit was primarily due to
      a
      $0.7 million decrease in pre-owned vehicle margin, $0.9 million decrease in
      new
      vehicle margin and $0.8 million decrease in parts & service margin. New
      vehicle margin in 2007 was negatively impacted by the decline in rental profit
      of $0.3 million, lower new unit sales (primarily in towable sales which
      carry a higher gross margin percentage) and a $0.5 million negative non-cash
      LIFO adjustment.  Pre-owned margins were also impacted by negative volume
      variances offset by higher average pre-owned margins per unit.


14





*Selling,
      General and Administrative Expenses* .
      Selling, general and administrative expenses, including depreciation and
      amortization, decreased from $24.8 million in the three months ended March
      31,
      2006 to $24.2 million in the comparable period in 2007. This decrease was
      primarily due to decreases in commissions due to lower unit sales, lower
      advertising costs, decrease in rent expense and other lower administrative
      costs; offset by increases in support payroll, contract labor, and professional
      services.




*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses including depreciation and amortization. Operating
      profit decreased from $12.0 million in the three months ended March 31, 2006
      to
      $10.1 million in the comparable period in 2007. This decrease was due to the
      overall decrease in gross profit offset by the decreased selling, general and
      administrative expenses.




*Interest
      Expense—Floor Plan Credit Facility* .
      Interest expense on our floor plan credit facility increased from $1.1 million
      in the three months ended March 31, 2006 to $1.2 million in the comparable
      period in 2007. This increase is attributable to an increase in inventory
      floored of $6.3 million from $47.6 million for the three months ended March
      31,
      2006 to $53.9 million during comparable period in 2007. This increase was
      partially offset by a decrease in applicable interest rates under the floor
      plan
      credit facility due to the amended floor plan agreement.





*Other
      Interest Expense* .
      Other
      interest expense was related to interest expense under our Senior Notes. Other
      interest expense decreased from $4.3 million in the three months ended March
      31,
      2006 to $4.2 million in the comparable period in 2007.





*Income
      Tax Expense* .
      Income
      tax expense decreased from $2.5 million in the three months ended March 31,
      2006
      to $1.8 million in the comparable period in 2007. The effective tax rate has
      remained relatively consistent at 38.8%.







15


**Liquidity
      and Capital Resources**




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




*Operating
      Activities* .
      Net
      cash provided by operating activities during the three months ended March 31,
      2007 was equal to $14.7 million, compared with net cash provided by operating
      activities of $31.7 million during the comparable period in 2006. This decrease
      in net cash provided by operating activities for 2007 was primarily the result
      of a increase in inventories, accounts receivables and a decrease in net income
      (driven by decreases in unit sales) partially offset by an increase in accounts
      payable, accrued interest, other accrued expenses, and customer deposits.




*Investing
      Activities* .
      Net
      cash used in investing activities was $0.2 million during the three months
      ended
      March 31, 2007, compared with net cash used in investing activities of $0.5
      million during the comparable period in 2006. The decrease in net cash used
      in
      investing activities during the three month period ended March 31, 2007 versus
      the comparable period in 2006 was attributable to a decrease in purchases of
      property and equipment.




*Financing
      Activities* .
      Net
      cash used in financing activities during the three months ended March 31, 2007
      was $13.4 million, compared to $27.0 million during the comparable period in
      2006. The change was due to decreased net payments under our floor plan
      agreement in 2007.


16





*Working
      Capital* .
      Working
      capital, including cash and cash equivalents, totaled approximately $41.5
      million at March 31, 2007. 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 amended and restated floor plan credit facility,
      including the revolving credit facility. As of March 31, 2007, we had $100.0
      million of borrowing capacity and $34.3 million of availability under our
      amended restated floor plan credit facility.  We have nothing drawn
      under our revolving credit facility as of March 31,
      2007.




Based
      on
      current facts and circumstances, we believe we have adequate cash flow coupled
      with borrowing capacity under our amended floor plan credit facility to
      fund our current operations and capital expenditures budgeted for 2007.





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.




As
      of
      March 31, 2007, our capital expenditures approximated $0.2 million for the
      three-month period ended March 31, 2007. Our amended floor plan credit
      facility limits our ability to make capital expenditures in excess of $5.0
      million per annum.





Based
      on
      current estimates, management believes that the amount of capital expenditures
      permitted to be made under our 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.







17


**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, 2006, some of which are summarized below.




- We
          may
          experience unanticipated fluctuations in our operating results for a variety
          of reasons.
- Reduced
          availability of financing for our customers could adversely affect our
          sales
          volume.
- Our
          geographic concentration heightens our exposure to adverse regional
          developments, including adverse economic conditions, demographic changes,
          severe weather events and natural disasters.
- Our
          business is cyclical and seasonal and this can lead to fluctuations in
          our
          sales and operating results.
- Changes
          in consumer preferences for our products or our failure to gauge those
          preferences could lead to reduced sales and additional costs.
- We
          are
          dependent on continued relationships with major manufacturers who supply
          our
          products.
- If
          the
          frequency and size of product liability and other claims against us, including
          wrongful death, increase, our business, results of operations and financial
          condition may be harmed.
- Fuel
          shortages, or higher prices for fuel, could have a negative effect on sales
          of
          recreational vehicles.
- We
          require floor plan financing to purchase our inventory.  The absence of
          available floor plan financing could have a material adverse effect on
          our
          operations and hinder our ability to achieve our growth strategy.
- A
          substantial portion of our income is from financing, insurance and extended
          service contracts, which depend on third-party lenders and insurance
          companies.  We cannot assure you third-party lending institutions will
          continue to provide financing for RV purchases.
- The
          loss of key personnel and/or failure to attract and retain highly qualified
          personnel could make it more difficult for us to generate cash flow from
          operations and service our debt.
- The
          interests of our controlling stockholder may be in conflict with your
          interests as a holder of Notes.
- We
          are
          subject to extensive government regulation.  Changes in these regulations
          could have a negative effect on our financial condition.
- The
          occurrence of extraordinary events, such as a major terrorist attack in
          the
          United States, may adversely affect our business, resulting in a decrease
          in
          our revenues.



18




**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 revolving credit
      facility bear interest at a variable rate on prime or LIBOR as adjusted each
      interest period. There were no borrowings outstanding at March 31, 2007 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 March 31, 2007, based on the aggregate
      amount of $53.9 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 recreational 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 2005 and 2004.






19


**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 March 31, 2007. Based on this
      evaluation, our chief executive officer has concluded that, as of March 31,
      2007, 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 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
      months ended March 31, 2007 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).


20




**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
      1A. Risk Factors**





There
      have been no material changes to the factors disclosed in ITEM 1A. Risk Factors
      in our Annual Report on Form 10-K for the year ended December 31,
      2006.




**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.







21


**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/
                Michael SalvatiBy:
            Michael
                SalvatiIts:
            Chief
                Financial OfficerDated:
                May 15, 2007




22


**EXHIBIT
      INDEX**




**Number**
            **Description
                of Exhibits**31.1
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002




23


**Exhibit
      31.1**




CERTIFICATIONS




I,
      John
      Horton , certify that:




1.  I
      have
      reviewed this Quarterly Report on Form 10-Q of Lazy Days’ R.V. Center, Inc.
      (“registrant”);




2.  Based
      on
      my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;




3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the registrant as of, and for, the
      periods presented in this report;




4.  The
      registrant’s other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15(e) and 15(d) -15(e)) for the registrant and have:




(a)  Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this report is being prepared;




(b)  Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and




(c)  Disclosed
      in this report any change in the registrant’s internal control over financial
      reporting that occurred during the registrant’s most recent fiscal quarter (the
      registrant’s fourth fiscal quarter in the case of an annual report) that has
      materially affected, or is reasonably likely to materially affect, the
      registrant’s internal control over financial reporting; and




5.  The
      registrant’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and the audit committee of the registrant’s board of
      directors (or persons performing the equivalent functions):




(a)  All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the registrant’s ability to record, process, summarize and
      report financial information; and




(b)  Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant’s internal control over financial
      reporting.




Dated: May
                15, 2007
            By:
            /s/
                John HortonJohn
                Horton
              Chief
                Executive Officer
              (Principal
                Executive Officer)




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**Exhibit
      31.2**




I,
      Michael Salvati, certify that:




1.  I
      have
      reviewed this Quarterly Report on Form 10-Q of Lazy Days’ R.V. Center, Inc.
      (“registrant”);




2.  Based
      on
      my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;




3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the registrant as of, and for, the
      periods presented in this report;




4.  The
      registrant’s other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15(e) and 15(d)-15(e)) for the registrant and have:




(a)  Designed
      such disclosure controls and procedures, or caused such disclosure controls
      and
      procedures to be designed under our supervision, to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this report is being prepared;




(b)  Evaluated
      the effectiveness of the registrant’s disclosure controls and procedures and
      presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and




(c)  Disclosed
      in this report any change in the registrant’s internal control over financial
      reporting that occurred during the registrant’s most recent fiscal quarter (the
      registrant’s fourth fiscal quarter in the case of an annual report) that has
      materially affected, or is reasonably likely to materially affect, the
      registrant’s internal control over financial reporting; and




5.  The
      registrant’s other certifying officers and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and the audit committee of the registrant’s board of
      directors (or persons performing the equivalent functions):




(a)  All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the registrant’s ability to record, process, summarize and
      report financial information; and




(b)  Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant’s internal control over financial
      reporting.




Dated: May
                15, 2007
            By:
            /s/
                Michael SalvatiMichael
                Salvati
              Chief
                Financial Officer
              (Principal
                Financial Officer)







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