**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 June 30, 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**
            **(813)
                246-4333****(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),
 nd
        (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
        August 14, 2007, the registrant had 100 shares of common stock
        outstanding.
 
 
 
 
  
  
 **TABLE
          OF CONTENTS**
 PART
                    I. FINANCIAL INFORMATIONITEM 1.
                    Financial Statements:Condensed
                    Balance Sheets
                3Condensed
                    Statements of Operations
                4Condensed
                    Statements of Cash Flows
                5Notes
                    to Condensed Financial Statements
                6ITEM 2.
                    Management’s Discussion and Analysis of Financial
                    Condition and Results of Operations
                10ITEM 3.
                    Quantitative and Qualitative Disclosures About
                    Market Risk
                17ITEM 4.
                    Controls and Procedures
                17PART
                    II. OTHER INFORMATIONITEM 1.
                    Legal Proceedings
                18ITEM
                    1A. Risk Factors
                18ITEM 2.
                    Unregistered Sales of Equity Securities and Use of
                    Proceeds
                18ITEM 3.
                    Defaults Upon Senior Securities
                18ITEM 4.
                    Submission of Matters to a Vote of Security
                    Holders
                18ITEM 5.
                    Other Information
                18ITEM 6.
                    Exhibits
                18SIGNATURES
                19
    
  **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***
 
 **ASSETS**
              
              (Unaudited)**June
                  30, 2007**
              
              
              **December
                  31, 2006**Current
                  assetsCash
              
              $
              5,429,081
              
              
              $
              3,253,637Receivables,
                  net
              
              
              17,947,435
              
              
              
              15,514,990Refundable
                  income taxes
              
              
              –
              
              
              
              377,633Inventories
              
              
              78,120,652
              
              
              
              100,688,336Prepaid
                  expenses and other
              
              
              2,366,845
              
              
              
              3,001,928Total
                  current assets
              
              
              103,864,013
              
              
              
              122,836,524Property
                  and equipment, net
              
              
              35,316,772
              
              
              
              36,970,987Loan
                  and other costs, net
              
              
              4,365,197
              
              
              
              4,647,963Goodwill
              
              
              104,865,672
              
              
              
              104,865,672Intangible
                  assets, net
              
              
              74,247,991
              
              
              
              75,222,812Other
                  assets
              
              
              228,944
              
              
              
              228,445Total
                  assets
              
              $
              322,888,589
              
              
              $
              344,772,403**LIABILITIES
                  AND STOCKHOLDER’S EQUITY**Current
                  liabilitiesFloor
                  plan notes payable
              
              $
              40,857,857
              
              
              $
              67,275,431Current
                  maturities of long-term debt
              
              
              2,600,000
              
              
              
              --Accounts
                  payable and accrued expenses
              
              
              11,595,690
              
              
              
              11,903,098Accrued
                  interest
              
              
              2,386,158
              
              
              
              2,548,495Reserve
                  for chargebacks
              
              
              1,224,000
              
              
              
              1,110,000Customer
                  deposits
              
              
              2,692,225
              
              
              
              1,421,168Income
                  taxes payable
              
              
              1,590,970
              
              
              
              ---Deferred
                  income taxes
              
              
              2,157,135
              
              
              
              2,157,135Total
                  current liabilities
              
              
              65,104,035
              
              
              
              86,415,327Long-term
                  debt, less current maturities
              
              
              138,308,926
              
              
              
              140,796,654Reserve
                  for chargebacks
              
              
              1,056,000
              
              
              
              1,042,000Deferred
                  rent
              
              
              14,093,277
              
              
              
              14,134,249Deferred
                  income taxes
              
              
              28,155,469
              
              
              
              28,707,187Other
              
              
              9,010
              
              
              
              11,494Total
                  liabilities
              
              
              246,726,717
              
              
              
              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
              
              
              9,161,871
              
              
              
              6,665,491Total
                  stockholder’s equity
              
              
              76,161,872
              
              
              
              73,665,492Total
                  liabilities and stockholder’s equity
              
              $
              322,888,589
              
              
              $
              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**
              
              
              **Six
                  Months Ended****June
                  30, 2007**
              
              
              **June
                  30, 2006**
              
              
              **June
                  30, 2007**
              
              
              **June
                  30, 2006**RevenuesNew
                  vehicle
              
              $
              125,205,906
              
              
              $
              115,184,473
              
              
              $
              267,692,220
              
              
              $
              247,233,593Pre-owned
                  vehicle
              
              
              64,435,255
              
              
              
              60,847,473
              
              
              
              149,105,279
              
              
              
              146,537,402Parts,
                  service and other
              
              
              10,783,771
              
              
              
              10,900,983
              
              
              
              22,085,187
              
              
              
              22,980,941Finance
                  and insurance
              
              
              5,273,644
              
              
              
              5,000,429
              
              
              
              12,143,098
              
              
              
              11,797,766Rally
                  Park
              
              
              253,529
              
              
              
              313,356
              
              
              
              1,066,760
              
              
              
              1,059,277Other
              
              
              349,730
              
              
              
              588,418
              
              
              
              494,822
              
              
              
              989,772Total
                  revenues
              
              
              206,301,835
              
              
              
              192,835,132
              
              
              
              452,587,366
              
              
              
              430,598,751Cost
                  of revenuesNew
                  vehicle
              
              
              116,357,859
              
              
              
              104,798,517
              
              
              
              247,435,278
              
              
              
              224,526,076Pre-owned
                  vehicle
              
              
              58,311,289
              
              
              
              54,058,545
              
              
              
              134,455,598
              
              
              
              130,536,093Parts,
                  service and other
              
              
              5,498,097
              
              
              
              4,862,007
              
              
              
              10,252,876
              
              
              
              9,632,417Total
                  cost of revenues
              
              
              180,167,245
              
              
              
              163,719,069
              
              
              
              392,143,752
              
              
              
              364,694,586Gross
                  profit
              
              
              26,134,590
              
              
              
              29,116,063
              
              
              
              60,443,614
              
              
              
              65,904,165Selling,
                  general and administrative expenses
              
              
              21,773,024
              
              
              
              21,572,625
              
              
              
              45,962,194
              
              
              
              46,397,031Income
                  before interest expense and income taxes
              
              
              4,361,566
              
              
              
              7,543,438
              
              
              
              14,481,420
              
              
              
              19,507,134Interest
                  expense
              
              
              5,009,812
              
              
              
              5,217,026
              
              
              
              10,395,065
              
              
              
              10,661,560Income
                  (loss) before income taxes
              
              
              (648,246
              )
              
              
              2,326,412
              
              
              
              4,086,355
              
              
              
              8,845,574Income
                  tax expense (benefit)
              
              
              (245,665
              )
              
              
              904,429
              
              
              
              1,589,975
              
              
              
              3,424,726Net
                  income
              
              $
              (402,581
              )
              
              $
              1,421,983
              
              
              $
              2,496,380
              
              
              $
              5,420,848
 
 **See
        accompanying notes to condensed financial statements.**
 
 
 
 
 
  
  
 **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, 2007**
              
              
              **June
                  30, 2006**Cash
                  flows from operating activitiesNet
                  income
              
              $
              2,496,380
              
              
              $
              5,420,848Adjustments
                  to reconcile net income to net cash provided by operating
                  activitiesDepreciation
                  of property and equipment
              
              
              1,894,290
              
              
              
              1,472,242Depreciation
                  of rental vehicle inventory
              
              
              2,653
              
              
              
              424,469Amortization
                  of intangible costs
              
              
              974,821
              
              
              
              1,233,751Amortization
                  and write-off of loan and other costs
              
              
              470,437
              
              
              
              534,319Amortization
                  of discount on long-term debt
              
              
              112,272
              
              
              
              114,269Loss
                  (gain) on sale of property and equipment
              
              
              2,141
              
              
              
              (2,519
              )Provision
                  for doubtful accounts
              
              
              13,377
              
              
              
              –Reserve
                  for chargebacks
              
              
              128,000
              
              
              
              184,000Deferred
                  income taxes
              
              
              (551,718
              )
              
              
              (551,718
              )Change
                  in assets and liabilitiesReceivables
              
              
              (2,445,822
              )
              
              
              7,718,043Inventories
              
              
              22,565,031
              
              
              
              21,162,930Prepaid
                  expenses and other
              
              
              635,083
              
              
              
              (514,427
              )Refundable
                  income taxes
              
              
              377,633
              
              
              
              491,266Other
                  assets
              
              
              (499
              )
              
              
              10,543Accounts
                  payable, accrued interest, other accrued expenses and customer
                  deposits
              
              
              798,828
              
              
              
              (5,596,050
              )Income
                  taxes payable
              
              
              1,590,970
              
              
              
              2,700,178Deferred
                  rent
              
              
              (40,972
              )
              
              
              (40,965
              )Net
                  cash provided by operating activities
              
              
              29,022,905
              
              
              
              34,761,179Cash
                  flows from investing activitiesProceeds
                  from sale of property and equipment
              
              
              1,100
              
              
              
              15,215Purchases
                  of property and equipment
              
              
              (243,316
              )
              
              
              (2,270,836
              )Net
                  cash used in investing activities
              
              
              (242,216
              )
              
              
              (2,255,621
              )Cash
                  flows from financing activitiesNet
                  payments under floor plan
              
              
              (26,417,574
              )
              
              
              (31,268,457
              )Loan
                  and other costs
              
              
              (187,671
              )
              
              
              –Net
                  cash used in financing activities
              
              
              (26,605,245
              )
              
              
              (31,268,457
              )Net
                  change in cash
              
              
              2,175,444
              
              
              
              1,237,101Cash
                  at beginning of period
              
              
              3,253,637
              
              
              
              4,726,164Cash
                  at end of period
              
              $
              5,429,081
              
              
              $
              5,963,265Supplemental
                  disclosure of cash flow informationCash
                  paid during the period for interest
              
              $
              10,557,402
              
              
              $
              10,803,853Cash
                  paid during the period for income taxes
              
              
              150,000
              
              
              
              785,000
 
 **See
        accompanying notes to condensed financial statements.**
 
 
 
 
  
  
 **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 fiscal year ended December 31,
        2006.
  **NOTE
        2 - RECEIVABLES**
 Receivables
        consist of the following:
  **June
                  30, 2007**
              
              
              **December
                  31, 2006**Contracts
                  in transit and vehicle receivables
              
              $
              9,335,617
              
              
              $
              9,262,233Manufacturer
                  receivables
              
              
              7,991,650
              
              
              
              5,371,397Finance
                  and other receivables
              
              
              1,182,852
              
              
              
              1,430,66718,510,119
              
              
              
              16,064,297Less:
                  Allowance for doubtful accounts
              
              
              562,684
              
              
              
              549,307$
              17,947,435
              
              
              $
              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, holdbacks
 and
        other
        programs.
 
 **NOTE
        3 - INVENTORIES**
 Inventories
        consist of the following:
  **June
                  30, 2007**
              
              
              **December
                  31, 2006**New
                  recreational vehicles
              
              $
              52,015,313
              
              
              $
              68,398,121Pre-owned
                  recreational vehicles
              
              
              27,186,376
              
              
              
              32,386,060Parts,
                  accessories and other
              
              
              1,924,005
              
              
              
              1,707,84881,125,694
              
              
              
              102,492,029Less:
                  LIFO reserve
              
              
              3,005,042
              
              
              
              1,810,35578,120,652
              
              
              
              100,681,674Rental
                  recreational vehicles, less accumulated depreciation of $11,660
                  in 2007
                  and $38,775 in 2006
              
              
              –
              
              
              
              6,662$
              78,120,652
              
              
              $
              100,688,336
  
  
  
 **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
        totaling $104,865,672 at June 30, 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:
  **June
                  30, 2007**
              
              
              **December 31,
                  2006****Gross**
                **Carrying**
                **Amount**
              
              
              **Accumulated**
                **Amortization**
              
              
              **Gross**
                **Carrying**
                **Amount**
              
              
              **Accumulated**
                **Amortization**Amortizable
                  intangible assets:Manufacturer
                  relationships
              
              $
              26,700,000
              
              
              $
              2,085,937
              
              
              $
              26,700,000
              
              
              $
              1,752,188Non-compete
                  agreement
              
              
              9,000,000
              
              
              
              5,366,072
              
              
              
              9,000,000
              
              
              
              4,725,000Customer
                  database
              
              
              3,600,000
              
              
              
              3,600,000
              
              
              
              3,600,000
              
              
              
              3,600,00039,300,000
              
              
              
              11,052,009
              
              
              
              39,300,000
              
              
              
              10,077,188Unamortizable
                  intangible assets:Trade
                  names and trademarks
              
              
              46,000,000
              
              
              
              –
              
              
              
              46,000,000
              
              
              
              –$
              85,300,000
              
              
              $
              11,052,009
              
              
              $
              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 and six-month periods ended June
        30,
        2007 was $461,518 and
        $974,821 respectively,
 compared
        to $616,875 and $1,233,751 for the three and six-month periods ended June
        30,
        2006. Estimated
        amortization expense for the six-month
 period ending
        December 31, 2007 and for each of the subsequent five years ending
        December 31 is: 2007 (six-months) - $923,036, 2008 - $1,846,071,
 2009
        - $1,846,072,
        2010 - $1,355,000 and 2011
        -
        $667,500.
 
 
 
 
 
 
 
 
 
 
    
  
 **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 a floor plan financing agreement (the"Floor Plan Credit
        Facility") with two financial institutions,
        collateralized by new
 and
        pre-owned recreational vehicles aggregating up to $85,000,000. The entire
        facilit y 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 8.11% at June,
        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).
  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.
  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 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 minimum debt service coverage ratio
        currently allowable
 under
        the
        Floor Plan Credit Facility is 1.25, and increases to 1.30 at September 30,
        2007.
        The Company was in compliance with all covenants at
 June
        30,
        2007.
 
 Interest
        expense on the floor plan notes payable for the three and six-month periods
        ended June 30, 2007 was $837,529 and $2,027,529,
        respectively,
 compared
        to $898,543 and $2,027,734 for the three and six-month periods ended June
        30,
        2006.
  **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 June 30, 2007 was $140,908,926 net of unearned
        discount of
 $1,095,074.
        Interest expense on the Senior Notes
        for
        the three and six month periods ended June 30, 2007 was $4,172,283 and
        $8,367,563 compared to
 $4,318,483
        and $8,633,826 for the three
        and
        six month periods ended June 30, 2006.
 
 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. The
        Company’s free cash flow offer amount
        for the six-month period ended
 June
        30,
        2007 was approximately $2,600,000 and is recorded as a current maturity of
        long-term debt.
 
 The
        Company maintained a five-year senior secured revolving line of credit
        facility.  This facility provided for borrowings up to $15 million, as defined,
 which
        included a $10 million sub-facility for the issuance of letters of credit. 
This facility was terminated February 22, 2007 and replaced with
        a new
        $15
        million
 revolving
        credit facility (the “Revolver”) included in the Floor Plan Credit Facility (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
        June 30, 2007 or December 31, 2006. The Company
        is eligible to borrow
 under
        the
        Revolver when its interest coverage ratio, as defined, exceeds 1.40.  At
        June 30, 2007, the Company's interest coverage
        ratio is 1.34 and therefore it is
 not
        eligible to borrow under the Revolver.
  The
        Company had outstanding letters of credit amounting to $225,000 at June 30,
        2007. Interest on outstanding advances is payable monthly and is
 based on
        the
        prime rate (8.25% at June 30, 2007).  Borrowings are collateralized by
        substantially all of the Company's assets.
 
 
  
  
 **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:
  **June
                  30, 2007**
              
              
              **December
                  31, 2006**ASSETSInvestment
                  in Lazy Days' R.V. Center, Inc.
              
              $
              76,161,872
              
              
              $
              73,665,492STOCKHOLDER’S
                  EQUITYCommon
                  stock, Class A
              
              $
              1
              
              
              $
              1Paid-in
                  capital
              
              
              67,000,000
              
              
              
              67,000,000Retained
                  earnings
              
              
              9,161,871
              
              
              
              6,665,491Total
                  stockholder’s equity
              
              $
              76,161,872
              
              
              $
              73,665,492
  The
        balance sheets of RV Acquisition consisted of the following:
  **June
                  30, 2007**
              
              
              **December
                  31, 2006**ASSETSInvestment
                  in LD Holdings
              
              $
              76,161,872
              
              
              $
              73,665,492LIABILITIESDue
                  to Lazy Days' R.V. Center, Inc.
              
              $
              51,372
              
              
              $
              51,372STOCKHOLDERS’
                  EQUITYPreferred
                  stock, Series A, including accrued dividends of $32,673,656 in
                  2007 and
                  $26,547,610 in 2006
              
              
              94,673,656
              
              
              
              88,547,610Common
                  stock, $.01 par value
              
              
              49,947
              
              
              
              49,947Paid-in
                  capital
              
              
              4,941,771
              
              
              
              4,941,771Accumulated
                  deficit
              
              
              (23,554,874
              )
              
              
              (19,925,208
              )Total
                  stockholders’ equity
              
              
              76,110,500
              
              
              
              73,614,120Total
                  liabilities and stockholders’ equity
              
              $
              76,161,872
              
              
              $
              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 June
        30,
        2007 were insignificant.
  **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.
 
 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.
  **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 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. O ur
        gross
        profit margin has been 1 5.0%,
        14.9% and 14.5% for the years ended December 31, 2006, 2005
        and
 2004,
        respectively.
 
 
 
 
 10
 
  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.
 
 
 **Results
        of Operations**
  **Three
        Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006
        (Unaudited)**
  *Revenues*. Revenues
        increased $13.5 million to $206.3 million in the three months ended June
        30,
        2007 from $192.8 million in the comparable
        period
 in
        2006.
        The increase resulted from an additional $10.0 million of new vehicle sales
        and
        $3.6 million of pre-owned vehicle
        sales, resulting from a higher average
 sales
        price per unit sold. Total new units sold increased 34 units from the comparable period
        in
        2006.  Total pre-owned units sold decreased 93 units from
        the
 comparable
        period in 2006. Despite the unit sales decline, finance
        and insurance related revenues were up slightly.
  *New
        Unit Sales*. The $10.0 million increase of new vehicle sales occurred
        through a combination of a 34 unit increase in new unit sales in
        the
        three months
 ended
        June, 2007 versus the comparable period in 2006, the unit mix and an increase
        in
        average sales price. Class A diesel
        units showed an increase of 17.1%,
 Class
        C
        units 20.3% and Class A gas stayed relatively stable while towable units
        experienced a
        decline
        of 16.3%. New unit sales by class in the three months ended
 June
        30,
        2007 compared to the three months ended June 30, 2006 is
        summarized as follows:
 
 
 **Three
                  Months Ended****June
                  30, 2007**
              
              
              **June
                  30, 2006**Class
                  A - Diesel
              
              
              405
              
              
              
              346Class
                  A - Gas
              
              
              134
              
              
              
              134Class
                  C
              
              
              95
              
              
              
              79Total
                  Motorized
              
              
              634
              
              
              
              559Fifth
                  Wheel
              
              
              115
              
              
              
              135Travel
                  Trailer
              
              
              95
              
              
              
              116Total
                  Towable
              
              
              210
              
              
              
              251Total
                  New Units
              
              
              844
              
              
              
              810
 
 
 
 
 
 
 
 
 
  
  
 *Pre-Owned
        Unit Sales*. Sales of pre-owned vehicles increased $3.6 million to $64.4
        million in the three months ended
        June 30, 2007 from
        $60.8 million
 in
        the
        comparable period in 2006. Unit sales of pre-owned units decreased 93
        units
        from 950 in the three months ended June
        30,
        2006 to 857 units in the comparable
 period
        in
        2007. This decrease was
        primarily attributable to a 77 unit decline in rental unit travel trailer
        sales as well as decreases in Class A gas and fifth
        wheels.
 Pre-owned
        unit sales by class in the three months ended June 30, 2007 compared
        to the three months ended
        June 30, 2006 is summarized as follows:
  **Three
                  Months Ended****June
                  30, 2007**
              
              
              **June
                  30, 2006**Class
                  A - Diesel
              
              
              282
              
              
              
              280Class
                  A - Gas
              
              
              201
              
              
              
              216Class
                  C
              
              
              99
              
              
              
              92Total
                  Motorized
              
              
              582
              
              
              
              588Fifth
                  Wheel
              
              
              82
              
              
              
              97Travel
                  Trailer
              
              
              98
              
              
              
              165Other
              
              
              95
              
              
              
              100Total
                  Towable
              
              
              275
              
              
              
              362Total
                  Pre-Owned Units
              
              
              857
              
              
              
              950
  *Parts,
        Service and Other Revenues*. Parts and service revenues in the three months
        ended June 30, 2007 decreased
        $0.1 million to $10.8 million
 from
        $10.9 million from the comparable period in 2006. This was due to
        decreases in retail and warranty sales.
  *Finance
        and Insurance Related Revenues*. Finance, insurance and extended warranty
        related revenues increased
        from $5.0 million in the three months
 ended
        June 30, 2006 to $5.3 million in the comparable period in
        2007.
        The increase in finance, insurance and extended warranty related revenues
        were
        primarily
 attributable to
        improved finance margins and penetration ratios.
 
 *Gross
        Profit*. Gross profit consists of gross revenues less our cost of sales and
        services. Gross profit decreased from
        $29.1 million in the three months
 ended
        June 30, 2006 to $26.1 million in the comparable period in 2007. Gross profit
        margin was 12.7% in the three months ended June 30, 2007 as compared
 to
        15.1%
        in 2006. The decrease in gross
        profit was primarily due to a $1.5 million decrease in new vehicle margin,
        $0.7
        decrease in pre-owned 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 $0.2 million, a non-cash
 LIFO
        adjustment representing $1.0 million of the variance quarter
        over quarter and lower average margins on new units offset by the increase
        in
        motorized volume.
 Pre-owned margins
        were negatively impacted by lower volume (primarily driven by 77 lower returned
        rental units). Despite the unit
        decline, finance & insurance
 performed
        well versus
        prior year with improved margins and penetration ratios.
 
 *Selling,
        General and Administrative Expenses*. Selling, general and administrative
        expenses, including depreciation and
        amortization, increased from
 $21.6
        million, or 11.2% of revenues, in the three months ended June 30, 2006 to
        $21.8
        million, or
        10.6%
        of revenues, in the comparable period in 2007. This increase
 is
        primarily due an increase in insurance costs, contract labor (driven by
        additional support for Sarbanes-Oxley implementation) and professional service
        costs,
  
 *Operating
        Profit*. Operating profit represents our gross profit, less selling, general
        and administrative expenses including depreciation
        and amortization.
 Operating
        profit decreased from $7.5 million in the three months ended June 30, 2006
        to
        $4.4 million
        in the comparable period in 2007. This decrease was due to
 relatively
        stable selling, general and administrative expenses in
        conjunction with a decline in gross profit.
  *Interest
        Expense—Floor Plan Credit Facility*. Interest expense on our Floor Plan
        Credit Facility approximated $0.9 million in the three
        months ended
 June
        30,
        2006 and $0.8 million in the comparable period in 2007. The decrease
        is primarily due to the more favorable
        terms of the renegotiated floor plan facility.
 
 *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 June 30, 2006 to $4.2 million in the comparable period
        in
        2007.
  *Income
        Tax Expense*. Income tax expense approximated $0.9 million in the three
        months ended June 30, 2006 compared to a $0.2 million
        tax credit for the
 comparable
        period in 2007.
 
   
  
 
 **Six
        Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006
        (Unaudited)**
  *Revenues*.
        Revenues increased $22.0 million to $452.6 million in the six months ended
        June
        30, 2007 from $430.6
        million in the comparable period in 2006.
 Total
        new
        and pre-owned units sold decreased 177 units from
        2006. In 2007, we experienced decreased volume in new towable units as well
        as
        pre-owned motorized
 and
        towable units. Despite the decrease in overall units, revenues increased
        due to
        a better product mix, higher
        average unit sales price and better finance penetration ratios.
  *New
        Unit Sales*. Sales of new vehicles increased $20.5 million to $267.7 million
        in the six months ended June
        30,
        2007 from $247.2 million from the comparable
 period
        in
        2006. Despite 2007 new vehicle sales increasing by
        only
        one unit, Class A unit sales increased 11.3% over the first six months in
        2006.
        The steady gain in motorized
 units
        was
        partially offset by a decline in towable units of 17.4%. New unit sales by
        class
        in the six months ended June
        30,
        2007 compared to the six months ended
 June
        30,
        2006 is summarized as follows:
  **Six
                  Months Ended****June
                  30, 2007**
              
              
              **June
                  30, 2006**Class
                  A - Diesel
              
              
              839
              
              
              
              735Class
                  A - Gas
              
              
              333
              
              
              
              318Class
                  C
              
              
              191
              
              
              
              207Total
                  Motorized
              
              
              1,363
              
              
              
              1,260Fifth
                  Wheel
              
              
              285
              
              
              
              330Travel
                  Trailer
              
              
              200
              
              
              
              257Total
                  Towable
              
              
              485
              
              
              
              587Total
                  New Units
              
              
              1,848
              
              
              
              1,847
  
 *Pre-Owned
        Unit Sales*. Sales of pre-owned vehicles increased $2.6 million to $149.1
        million in the six months
        ended June 30, 2007 from $146.5 million in the
 comparable
        period in 2006. The sales increase, despite
        a decline
        of 178 units sold, was attributable to a more favorable mix of high end
        units; Pre-owned unit
        sales by class in
 the
        six
        months ended June
        30,
        2007 compared to
        the
        six months ended June 30, 2006 is summarized as
        follows:
  **Six
                  Months Ended****June
                  30, 2007**
              
              
              **June
                  30, 2006**Class
                  A - Diesel
              
              
              660
              
              
              
              691Class
                  A - Gas
              
              
              474
              
              
              
              534Class
                  C
              
              
              223
              
              
              
              196Total
                  Motorized
              
              
              1,357
              
              
              
              1,421Fifth
                  Wheel
              
              
              208
              
              
              
              231Travel
                  Trailer
              
              
              213
              
              
              
              299Other
              
              
              199
              
              
              
              204Total
                  Towable
              
              
              620
              
              
              
              734Total
                  Pre-Owned Units
              
              
              1,977
              
              
              
              2,155
    
  
 
 *Parts,
        Service and Other Revenues*. Parts and service revenues in the six months
        ended June 30, 2007 decreased $0.9 million to
        $22.1 million from $23.0
 million
        from the comparable period in 2006. This was due to decreases in retail and warranty
        sales.
  *Finance
        and Insurance Related Revenues*. Finance, insurance and extended warranty
        related revenues increased by
        $0.3
        million to $12.1 million
 in
        the
        six months ended June 30, 2007 compared to $11.8 million for the same period in
        2006.
        This was due to improved finance penetration ratios and
 insurance
        related sales offset by the unit decline.
  *Gross
        Profit*. Gross profit consists of gross revenues less our cost of sales and
        services. Gross profit decreased from
        $65.9 million in the six months
 ended
        June 30, 2006 to $60.4 million in the comparable period in 2007. Gross profit
        margin was 13.4% in the six months ended June 30,
        2007
        to 15.3%
 in
        the
        comparable period
        in
        2006. The decrease in gross profit was primarily due to a $2.5 million
        decrease in new vehicle margin, $1.4 decrease in pre-
 owned
        vehicle margin and $1.5 million decrease in parts & service margin. 
New vehicle margin in 2007 was negatively impacted by the decline in rental
        profit
 of
        $0.5
        million, a non-cash LIFO adjustment representing $1.6 million of the variance
        year over year and lower average margins on new units offset by the
 increase
        in motorized volume.  Pre-owned margins were negatively impacted by lower
        volume (primarily driven by 84 lower returned rental units). 
Despite
 the
        unit
        decline, finance & insurance performed well versus prior year with improved
        margins and penetration ratios.
  *Selling,
        General and Administrative Expenses*. Selling, general and administrative
        expenses, including depreciation and amortization,
        decreased $0.4
 million from
        $46.4 million in the six months ended June 30, 2006 to $46.0 million in the
        comparable period
        in
        2007. This decrease was primarily due to lower
 advertising
        costs, decreased
        rent expense, and lower administrative costs.
 
 *Operating
        Profit*. Operating profit represents our gross profit, less selling, general
        and administrative expenses including depreciation
        and amortization.
 Operating
        profit decreased from $19.5 million in the six months ended June 30, 2006
        to
        $14.5 million
        in the comparable period in 2007. This decrease was due
 to
        the
        overall decline in gross profit and a slight decrease in
        selling, general and administrative expenses.
  *Interest
        Expense—Floor Plan Credit Facility*. Interest expense on our Floor Plan
        Credit Facility remained stable at $2.0 million for
        the
        six month periods ending June 30, 2007 and June 30, 2006.
 
 *Other
        Interest Expense*. Other interest expense was related to interest expense
        under our Senior Notes. Other interest expense decreased
        from $8.6 million
 in
        the
        six months ended June 30, 2006 to $8.4 million in the comparable period in
        2007.
 
 *Income
        Tax Expense*. Income tax expense decreased from $3.4 million in the six
        months ended June 30, 2006 to $1.6 million in
        the
        comparable period
 in 2007.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 **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 Floor
 Plan
        Credit Facility), purchase
        of inventory, 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 Floor Plan 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 six months
        ended June 30, 2007 was
        equal
        to $29.0
        million, compared
 with
        net
        cash provided by operating activities of $34.8 million during the
        comparable period in 2006. This decrease
        in net cash provided by operating activities
 for
        2007
        was primarily the
        result of a decrease in net income (driven by decreases
        in vehicle unit sales) and an increase in accounts receivables;
        partially offset by
 a
        decrease in accounts payable and inventories.
  *Investing
        Activities*. Net cash used in investing activities was $0.2 million during
        the six months ended June 30, 2007, compared
        with net cash used in
 investing
        activities of $2.3 million during the comparable period in 2006. The decrease in
        net
        cash used in
        investing activities during the six month period ended
 June
        30,
        2007 versus 2006 was attributable to a
        decrease in purchases of property and
        equipment.
  *Financing
        Activities*. Net cash used in financing activities during the six months
        ended June 30, 2006 was $26.6 million, compared
        to $31.3 million
 during
        the comparable period in 2006. The change was due to decreased net payments
        under our
        Floor
        Plan Credit Facility in 2007.
 
 *Working
        Capital*. Working capital, including cash and cash equivalents, totaled
        approximately $38.8 million at June 30, 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.
 
 Our
        principal sources of funds are cash flows from operating activities and
        available borrowings under our Floor Plan Credit Facility, including
        the
 Revolver. As
        of
        June 30, 2007, we had $100.0 million of borrowing capacity and $34.4 million
        of
        availability under our F loor
        Plan
        Credit Facility.  Borrowings
 under
        the
        Floor Plan Credit Facility are subject to certain restrictive covenants,
        including a minimum debt service coverage ratio, as defined, which is
        currently
 1.25
        and
        increasing to 1.30 at September 30, 2007. We have nothing
        drawn under our Revolver as of June 30, 2007.  The Company is
        eligible to
        borrow
        under
 the Revolver
        when its interest coverage ratio, as defined, exceeds 1.40.  At
        June 30, 2007, the Company’s interest coverage
        ratio is 1.34 and, thus, it is
        not
        able
 to
        borrow under
        the
        Revolver.
 
 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
        (“Free Cash Flow Offer”). The Company’s
        Free Cash Flow Offer amount for
 the
        six
        month period ended June 30, 2007 is approximately $2.6 million.
  As
        of
        June 30, 2007, our capital expenditures approximated $0.2 million for the
        six-month period ended June 30, 2007. OurFloor
        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 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.
  Based on current facts and circumstances, we believe we have
        adequate cash flow coupled with borrowing capacity under our
        Floor
        Plan Credit Facility to
 fund
        our
        current operations, Free Cash Flow Offer and capital expenditures budgeted
        for
        2007.
















**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.




A
      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.




















**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.
      There were no borrowings


outstanding
      at June 30, 2007 under our Revolver credit facility. Amounts outstanding
      under the Floor Plan Credit Facility bear interest at a variable rate based
      on


prime
      or
      LIBOR as adjusted each
      interest period. As of June 30, 2007, based on the aggregate amount of
      $40.9 million outstanding under our 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 $0.4 million. Outstanding


balances
      under our Revolver bear interest at a variable rate
      on
      prime or LIBOR as adjusted each interest period.




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.











**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, 2007. Based on this


evaluation,
      our chief executive officer and chief financial officer have concluded that,
      as
      of June 30, 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 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, 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).




































**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 fiscal 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**




10.42
      Consulting Agreement with Thomas A. Donnelly, dated July 26, 2007.


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.












































































































**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: 
                August 14, 2007
































































































































































**EXHIBIT
      INDEX**




**Number**
            **Description
                of Exhibits**10.42
            Consultant
                Agreement with Thomas A. Donnelly, dated July 26,
                200731.1
            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