**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 September 30, 2007**





**OR**





 ̈  **TRANSITION
      R****EPORT PURSUA****NT 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), and (2) has been subject to such filing
      requirements for the past 90 days.    Yes  o    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 o Accelerated Filer
      o   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  o    No  x





As
      of
      November 14, 2007, the registrant had 100 shares of common stock
      outstanding.













**TABLE
      OF CONTENTS**





PART
                I. FINANCIAL INFORMATIONITEM 1.
                Financial Statements:Condensed
                Balance
                Sheets
            1Condensed
                Statements of
                Operations
            2Condensed
                Statements of Cash
                Flows
            3Notes
                to Condensed Financial
                Statements
            4ITEM 2.
                Management’s Discussion and Analysis of
                Financial Condition and Results of Operations
            9ITEM 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












-i-


**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**
            
            **September
                30, 2007**
            
            
            **December
                31, 2006**Current
                assets
            
            (Unaudited)Cash
            
            $
            6,292,792
            
            
            $
            3,253,637Receivables,
                net
            
            
            16,982,009
            
            
            
            15,514,990Refundable
                income taxes
            
            
            -
            
            
            
            377,633Inventories
            
            
            76,007,187
            
            
            
            100,688,336Prepaid
                expenses and other
            
            
            3,003,524
            
            
            
            3,001,928Total
                current assets
            
            
            102,285,512
            
            
            
            122,836,524Property
                and equipment, net
            
            
            34,771,260
            
            
            
            36,970,987Loan
                and other costs, net
            
            
            4,165,162
            
            
            
            4,647,963Goodwill
            
            
            104,865,672
            
            
            
            104,865,672Intangible
                assets, net
            
            
            73,786,473
            
            
            
            75,222,812Other
                assets
            
            
            224,885
            
            
            
            228,445Total
                assets
            
            $
            320,098,964
            
            
            $
            344,772,403**LIABILITIES
                AND STOCKHOLDER’S EQUITY**Current
                liabilitiesFloor
                plan notes payable
            
            $
            37,431,073
            
            
            $
            67,275,431Current
                maturities of long-term debt
            
            
            2,600,000
            
            
            
            -Accounts
                payable and accrued expenses
            
            
            12,335,389
            
            
            
            11,903,098Accrued
                interest
            
            
            6,520,340
            
            
            
            2,548,495Reserve
                for chargebacks
            
            
            1,241,000
            
            
            
            1,110,000Customer
                deposits
            
            
            1,729,310
            
            
            
            1,421,168Income
                taxes payable
            
            
            579,821
            
            
            
            -Deferred
                income taxes
            
            
            2,171,148
            
            
            
            2,157,135Total
                current liabilities
            
            
            64,608,081
            
            
            
            86,415,327Long-term
                debt, less current maturities
            
            
            138,365,062
            
            
            
            140,796,654Reserve
                for chargebacks
            
            
            1,050,000
            
            
            
            1,042,000Deferred
                rent
            
            
            14,086,747
            
            
            
            14,134,249Deferred
                income taxes
            
            
            27,879,610
            
            
            
            28,707,187Other
            
            
            19,189
            
            
            
            11,494Total
                liabilities
            
            
            246,008,689
            
            
            
            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
            
            
            7,090,274
            
            
            
            6,665,491Total
                stockholder’s equity
            
            
            74,090,275
            
            
            
            73,665,492Total
                liabilities and stockholder’s equity
            
            $
            320,098,964
            
            
            $
            344,772,403




See
      accompanying notes to condensed financial statements.


-1-


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


***CondensedStatements
      of
      Operatio******ns*** (Unaudited)




**Three
                Months Ended**
            
            
            **Nine
                Months Ended****September
                30, 2007**
            
            
            **September  30,
                2006**
            
            
            **September  30,
                2007**
            
            
            **September
                30, 2006**RevenuesNew
                vehicle
            
            $
            84,270,269
            
            
            $
            100,456,710
            
            
            $
            351,962,489
            
            
            $
            347,690,303Pre-owned
                vehicle
            
            
            57,539,024
            
            
            
            44,807,301
            
            
            
            206,644,303
            
            
            
            191,344,703Parts,
                service and other
            
            
            9,016,470
            
            
            
            6,012,372
            
            
            
            31,101,657
            
            
            
            28,993,313Finance
                and insurance
            
            
            5,024,804
            
            
            
            4,396,095
            
            
            
            17,167,902
            
            
            
            16,193,861Rally
                Park
            
            
            166,416
            
            
            
            125,602
            
            
            
            1,233,176
            
            
            
            1,184,879Other
            
            
            137,254
            
            
            
            359,854
            
            
            
            632,076
            
            
            
            1,349,626Total
                revenues
            
            
            156,154,237
            
            
            
            156,157,934
            
            
            
            608,741,603
            
            
            
            586,756,685Cost
                of revenuesNew
                vehicle
            
            
            77,844,741
            
            
            
            92,016,607
            
            
            
            325,280,019
            
            
            
            316,542,683Pre-owned
                vehicle
            
            
            52,106,355
            
            
            
            39,806,706
            
            
            
            186,561,953
            
            
            
            170,342,799Parts,
                service and other
            
            
            4,519,838
            
            
            
            2,264,925
            
            
            
            14,772,714
            
            
            
            11,897,342Total
                cost of revenues
            
            
            134,470,934
            
            
            
            134,088,238
            
            
            
            526,614,686
            
            
            
            498,782,824Gross
                profit
            
            
            21,683,303
            
            
            
            22,069,696
            
            
            
            82,126,917
            
            
            
            87,973,861Selling,
                general and administrative expenses
            
            
            20,105,147
            
            
            
            21,251,305
            
            
            
            66,067,341
            
            
            
            67,648,336Income
                before interest expense and income taxes
            
            
            1,578,156
            
            
            
            818,391
            
            
            
            16,059,576
            
            
            
            20,325,525Interest
                expense
            
            
            4,922,748
            
            
            
            5,315,467
            
            
            
            15,317,813
            
            
            
            15,977,027Income
                (loss) before income taxes
            
            
            (3,344,592
            )
            
            
            (4,497,076)
            
            
            
            741,763
            
            
            
            4,348,498Income
                tax expense (benefit)
            
            
            (1,272,995
            )
            
            
            (1,741,857)
            
            
            
            316,980
            
            
            
            1,682,869Net
                income (loss)
            
            $
            (2,071,597
            )
            
            $
            (2,755,219)
            
            
            $
            424,783
            
            
            $
            2,665,629





See
      accompanying notes to condensed financial statements.




-2-


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


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


**Nine
                Months Ended****September  30,
                2007**
            
            
            **September
                30,**
              **2006**Cash
                flows from operating activitiesNet
                income
            
            $
            424,783
            
            
            $
            2,665,629Adjustments
                to reconcile net income to net cash provided by operating
                activitiesDepreciation
                of property and equipment
            
            
            2,818,108
            
            
            
            2,390,279Depreciation
                of rental vehicle inventory
            
            
            2,653
            
            
            
            430,128Amortization
                of intangible costs
            
            
            1,436,339
            
            
            
            1,850,625Amortization
                and write-off of loan and other costs
            
            
            670,472
            
            
            
            1,141,032Amortization
                of discount on long-term debt
            
            
            168,408
            
            
            
            171,375Loss
                (gain) on sale of property and equipment
            
            
            (11,086)
            
            
            
            (2,519
            )Provision
                for doubtful accounts
            
            
            60,211
            
            
            
            –Reserve
                for chargebacks
            
            
            139,000
            
            
            
            157,000Deferred
                income taxes
            
            
            (813,564
            )
            
            
            (643,671
            )Change
                in assets and liabilitiesReceivables
            
            
            (1,527,230
            )
            
            
            4,459,961Inventories
            
            
            24,678,496
            
            
            
            10,281,986Prepaid
                expenses and other
            
            
            (1,596)
            
            
            
            53,095Refundable
                income taxes
            
            
            377,633
            
            
            
            491,266Other
                assets
            
            
            3,560
            
            
            
            30,630Accounts
                payable, other accrued expenses, customer deposits, and
                other
            
            
            748,128
            
            
            
            (2,334,385)Accrued
                interest
            
            
            3,971,845
            
            
            
            3,845,864Income
                taxes payable
            
            
            579,821
            
            
            
            500,274Deferred
                rent
            
            
            (47,502
            )
            
            
            (61,448
            )Net
                cash provided by operating activities
            
            
            33,678,479
            
            
            
            25,427,121Cash
                flows from investing activitiesProceeds
                from sale of property and equipment
            
            
            17,954
            
            
            
            15,982Purchases
                of property and equipment
            
            
            (625,249
            )
            
            
            (2,937,429
            )Net
                cash used in investing activities
            
            
            (607,295
            )
            
            
            (2,921,447
            )Cash
                flows from financing activitiesNet
                payments under floor plan
            
            
            (29,844,358
            )
            
            
            (19,014,834
            )Loan
                and other costs
            
            
            (187,671
            )
            
            
            –Net
                cash used in financing activities
            
            
            (30,032,029
            )
            
            
            (19,014,834
            )Net
                change in cash
            
            
            3,039,155
            
            
            
            3,490,840Cash
                at beginning of period
            
            
            3,253,637
            
            
            
            4,726,164Cash
                at end of period
            
            $
            6,292,792
            
            
            $
            8,217,004Supplemental
                disclosure of cash flow informationCash
                paid during the period for interest
            
            $
            11,345,968
            
            
            $
            11,770,186Cash
                paid during the period for income taxes
            
            
            150,000
            
            
            
            1,335,000





See
      accompanying notes to condensed financial statements.


-3-


**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:


**September
                30, 2007**
            
            
            **December
                31, 2006**Contracts
                in transit and vehicle receivables
            
            $
            8,927,600
            
            
            $
            9,262,233Manufacturer
                receivables
            
            
            6,634,447
            
            
            
            5,371,397Finance
                and other receivables
            
            
            2,029,480
            
            
            
            1,430,66717,591,527
            
            
            
            16,064,297Less:
                Allowance for doubtful accounts
            
            
            609,518
            
            
            
            549,307$
            16,982,009
            
            
            $
            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:


**September
                30, 2007**
            
            
            **December
                31, 2006**New
                recreational vehicles
            
            $
            53,104,579
            
            
            $
            68,398,121Pre-owned
                recreational vehicles
            
            
            24,434,489
            
            
            
            32,386,060Parts,
                accessories and other
            
            
            1,851,852
            
            
            
            1,707,84879,390,920
            
            
            
            102,492,029Less:
                LIFO reserve
            
            
            3,383,733
            
            
            
            1,810,35576,007,187
            
            
            
            100,681,674Rental
                recreational vehicles, less accumulated depreciation of $11,660 in
                2007
                and $38,775 in 2006
            
            
            –
            
            
            
            6,662$
            76,007,187
            
            
            $
            100,688,336







-4-


**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 September 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:




**September
                30, 2007**
            
            
            **December 31,
                2006****Gross**
              **Carrying**
              **Amount**
            
            
            **Accumulated**
              **Amortization**
            
            
            **Gross**
              **Carrying**
              **Amount**
            
            
            **Accumulated**
              **Amortization**Amortizable
                intangible assets:Manufacturer
                relationships
            
            $
            26,700,000
            
            
            $
            2,252,813
            
            
            $
            26,700,000
            
            
            $
            1,752,188Non-compete
                agreement
            
            
            9,000,000
            
            
            
            5,660,714
            
            
            
            9,000,000
            
            
            
            4,725,000Customer
                database
            
            
            3,600,000
            
            
            
            3,600,000
            
            
            
            3,600,000
            
            
            
            3,600,00039,300,000
            
            
            
            11,513,527
            
            
            
            39,300,000
            
            
            
            10,077,188Unamortizable
                intangible assets:Trade
                names and trademarks
            
            
            46,000,000
            
            
            
            –
            
            
            
            46,000,000
            
            
            
            –$
            85,300,000
            
            
            $
            11,513,527
            
            
            $
            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 the former
      Chairman’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 nine-month periods ended
      September 30, 2007 was $461,518 and $1,436,339 respectively, compared to
      $616,875 and $1,850,625 for the three and nine-month periods ended September
      30,
      2006. Estimated amortization expense for the three-month period ending December
      31, 2007 and for each of the subsequent five years ending December 31 is: 2007
      (three-months) - $461,518, 2008 - $1,846,071, 2009 - $1,846,072, 2010 -
      $1,355,000, 2011 - $667,500, and 2012 - $667,500.


-5-


**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 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 (7.27% and 8.08% at
      September, 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 interest 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 interest coverage ratio currently
      allowable under the Floor Plan Credit Facility is 1.30, through February 2007
      and 1.35 thereafter. The Company was in compliance with all covenants at
      September 30, 2007.





Interest
      expense on the floor plan notes payable for the three and nine-month periods
      ended September 30, 2007 was $734,848 and $2,762,376, respectively, compared
      to
      $996,479 and $3,024,213 for the three and nine-month periods ended September
      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
      September 30, 2007 was $140,965,062, net of unearned discount of
      $1,038,938.  Interest expense on the Senior Notes for the three and nine
      month periods ended September 30, 2007 was $4,187,900 and $12,555,437 compared
      to $4,318,988 and $12,952,814 for the three and nine month periods ended
      September 30, 2006.


-6-


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


***Notes
      to Condensed Financial Statements***





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
      estimated free cash flow for the six month period ended June 30, 2007 was
      recorded as a current maturity of long-term debt.  In October, the
      offer was completed for $2,633,052, consisting of $2,450,000 in bond redemption,
      a $73,500 redemption premium and $109,552 in accrued interest.





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 September 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 and the Company’s trailing twelve month
      net income, as defined, exceeds $500,000.  At September 30, 2007, the
      Company's interest coverage ratio is 1.45 and the trailing twelve month net
      income was less than $500,000.




The
      Company had outstanding letters of credit amounting to $225,000 at September
      30,
      2007. Interest on outstanding advances is payable monthly and is based on the
      prime rate (7.75% at September 30, 2007).  Borrowings are collateralized by
      substantially all of the Company's assets.


-7-


**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:




**September
                30, 2007**
            
            
            **December
                31, 2006**ASSETSInvestment
                in Lazy Days' R.V. Center, Inc.
            
            $
            74,090,275
            
            
            $
            73,665,492STOCKHOLDER’S
                EQUITYCommon
                stock, Class A
            
            $
            1
            
            
            $
            1Paid-in
                capital
            
            
            67,000,000
            
            
            
            67,000,000Retained
                earnings
            
            
            7,090,274
            
            
            
            6,665,491Total
                stockholder’s equity
            
            $
            74,090,275
            
            
            $
            73,665,492




The
      balance sheets of RV Acquisition consisted of the following:




**September
                30, 2007**
            
            
            **December
                31, 2006**ASSETSInvestment
                in LD Holdings
            
            $
            74,090,275
            
            
            $
            73,665,492LIABILITIESDue
                to Lazy Days' R.V. Center, Inc.
            
            $
            51,372
            
            
            $
            51,372STOCKHOLDERS’
                EQUITYPreferred
                stock, Series A, including accrued dividends of $36,016,146 in 2007
                and
                $26,547,610 in 2006
            
            
            98,016,146
            
            
            
            88,547,610Common
                stock, $.01 par value
            
            
            49,947
            
            
            
            49,947Paid-in
                capital
            
            
            4,941,771
            
            
            
            4,941,771Accumulated
                deficit
            
            
            (28,968,961
            )
            
            
            (19,925,208
            )Total
                stockholders’ equity
            
            
            74,038,903
            
            
            
            73,614,120Total
                liabilities and stockholders’ equity
            
            $
            74,090,275
            
            
            $
            73,665,492





-8-


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


***Notes
      to Condensed Financial Statements***





**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 ($539,000 at
      September 30, 2007) and the full amount would decrease 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 September 30,
      2007 were insignificant.


-9-




**ITEM 2.
      Management’sDiscussion 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. Our gross profit margin has been 15.0%, 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.


-11-


**Results
      of Operations**




**Three
      Months Ended September 30, 2007 Compared to Three Months Ended September 30,
      2006 (Unaudited)**




*Revenues*. Revenues
      at $156.2 million in the three months ended September 30, 2007 were equal to
      the
      three month period ended September 30, 2006. Total new units sold decreased
      82
      units from the comparable period in 2006.  Total pre-owned units sold
      increased 85 units from the comparable period in 2006.   Despite
      the total units sold remaining relatively flat, vehicle revenues declined $3.4
      million due to lower new unit sales which carry a higher average sales price
      per
      unit sold.  Finance and insurance related revenues as well as parts
      and service revenues were up year over year.




*New
      Unit Sales*. Sales of new vehicles decreased $16.2 million to $84.3 million
      in the three months ended September 30, 2007 from $100.5 million in the
      comparable period in 2006.  Class A diesel unit sales were down 12.1%
      in the three months ended September 2007 versus the comparable period in
      2006.  Class A gas and Class C units remained relatively unchanged
      while towables declined 17.8%.   New unit sales by class in the three
      months ended September 30, 2007 as compared to the three months ended September
      30, 2006 are summarized as follows:








**Three
                Months Ended****September
                30, 2007**
            
            
            **September
                30, 2006**Class
                A – Diesel
            
            
            261
            
            
            
            297Class
                A – Gas
            
            
            105
            
            
            
            106Class
                C
            
            
            69
            
            
            
            69Total
                Motorized
            
            
            435
            
            
            
            472Fifth
                Wheel
            
            
            117
            
            
            
            133Travel
                Trailer
            
            
            90
            
            
            
            119Total
                Towable
            
            
            207
            
            
            
            252Total
                New Units
            
            
            642
            
            
            
            724





-12-


*Pre-Owned
      Unit Sales*. Sales of pre-owned vehicles increased $12.7 million to $57.5
      million in the three months ended September 30, 2007 from $44.8 million in
      the
      comparable period in 2006 driven by the higher volume and more favorable mix
      of
      high-end units.   Class A diesel and Class C units
      improved 27.5% and 53.8%, respectively while Class A gas and total
      towable units remained relatively flat. Pre-owned unit sales by class in
      the three months ended September 30, 2007 compared to the three months ended
      September 30, 2006 are summarized as follows:





**Three
                Months Ended****September
                30, 2007**
            
            
            **September
                30, 2006**Class
                A – Diesel
            
            
            255
            
            
            
            200Class
                A – Gas
            
            
            163
            
            
            
            168Class
                C
            
            
            100
            
            
            
            65Total
                Motorized
            
            
            518
            
            
            
            433Fifth
                Wheel
            
            
            68
            
            
            
            77Travel
                Trailer
            
            
            119
            
            
            
            120Other
            
            
            84
            
            
            
            74Total
                Towable
            
            
            271
            
            
            
            271Total
                Pre-Owned Units
            
            
            789
            
            
            
            704




*Parts,
      Service and Other Revenues*. Parts and service revenues in the three months
      ended September 30, 2007 increased $3.0 million to $9.0 million versus $6.0
      million from the comparable period in 2006.  Retail and warranty sales
      increased 42.9% and 69.7% respectively.




*Finance
      and Insurance Related Revenues*. Finance, insurance and extended warranty
      related revenues increased from $4.4 million in the three months ended September
      30, 2006 to $5.0 million in the comparable period in 2007.  The
      increase in finance, insurance and extended warranty related revenues were
      primarily attributable to favorable warranty income and improved finance
      penetration ratios.





*Gross
      Profit*. Gross profit consists of gross revenues less our cost of sales and
      services. Gross profit decreased from $22.1 million in the three months
      ended September 30, 2006 to $21.7 million in the comparable period in 2007.
      Gross profit margin was 13.9% in the three months ended September 30, 2007
      as
      compared to 14.1% in 2006. The decrease in gross profit was primarily due to
      a
      $2.0 million decrease in new vehicle margin, offset by a $0.4 million increase
      in pre-owned vehicle margin and $0.8 million increase in parts & service
      margin. New vehicle margin in 2007 was negatively impacted by a non-cash LIFO
      adjustment representing $1.1 million of the variance quarter over quarter,
      lower
      volume, and lower average margins on new units. Pre-owned margin increase was
      due to increased volume (primarily driven by 85 increased motorized units).
      Despite the unit decline, finance & insurance performed well versus prior
      year with additional warranty income and improved finance penetration
      ratios.





*Selling,
      General and Administrative Expenses*. Selling, general and administrative
      expenses, including depreciation and amortization, decreased from $21.3 million
      the three months ended September 30, 2006 to $20.1 million in the comparable
      period in 2007. This decrease is primarily due to lower commissions expense
      (driven by lower gross margin), lower rent expense, decreased amortization
      expense and advertising partially offset by increased insurance costs, and
      professional service fees (driven by Sarbanes-Oxley implementation).


-13-


*Operating
      Profit*. Operating profit represents our gross profit, less selling, general
      and administrative expenses including depreciation and amortization. Operating
      profit increased from $0.8 million in the three months ended September 30,
      2006
      to $1.6 million in the comparable period in 2007. This increase was due to
      decreased 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 was $1.0 million in the three months ended
      September 30, 2006 and $0.7 million in the comparable period in
      2007. The decrease is primarily due to the more favorable terms of the
      renegotiated floor plan facility, as well as a decrease in average
      borrowings.  We utilize all excess cash generated from operating
      activities after capital expenditures to pay down the floor plan.





*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 September 30, 2006 to $4.2 million
      in the comparable period in 2007.




*Income
      Tax Expense*. Income tax benefit approximated $1.7million in the three
      months ended September 30, 2006 compared to a $1.3 million benefit for the
      comparable period in 2007.  The Company’s effective income tax rate
      was 38.1% and 38.7% for the three-month periods ended September 30, 2007 and
      2006, respectively.


-14-


**Nine
      Months Ended September 30, 2007 Compared to Nine Months Ended September 30,
      2006
      (Unaudited)**




*Revenues*.
      Revenues increased $21.9 million to $608.7 million in the nine months ended
      September 30, 2007 from $586.8 million in the comparable period in 2006. Total
      retail vehicle sales decreased 174 units from 2006.  Despite the
      decrease in overall units, vehicle revenues increased due to a better product
      mix, higher average unit sales price and better finance penetration
      ratios.  In addition to the vehicle sales increase, finance and
      insurance, parts and service, and RallyPark also improved, partially offset
      by a
      decline in other income which was primarily due to an advertising revenue
      decrease from the discontinuation of the publication, *RV
      Living*.




*New
      Unit Sales*. Sales of new vehicles increased $4.3 million to $352.0 million
      in the nine months ended September 30, 2007 from $347.7 million in the
      comparable period in 2006.  While, 2007 new vehicle sales decreasing by 81
      units, Class A unit sales increased 5.6% over the first nine months in 2006.
      The
      gain in motorized units was partially offset by a decline in towable units
      of
      17.5%. New unit sales by class in the nine months ended September 30, 2007
      compared to the nine months ended September 30, 2006 are summarized as
      follows:


**Nine
                Months Ended****September
                30, 2007**
            
            
            **September
                30, 2006**Class
                A – Diesel
            
            
            1,100
            
            
            
            1,032Class
                A – Gas
            
            
            438
            
            
            
            424Class
                C
            
            
            260
            
            
            
            276Total
                Motorized
            
            
            1,798
            
            
            
            1,732Fifth
                Wheel
            
            
            402
            
            
            
            463Travel
                Trailer
            
            
            290
            
            
            
            376Total
                Towable
            
            
            692
            
            
            
            839Total
                New Units
            
            
            2,490
            
            
            
            2,571




*Pre-Owned
      Unit Sales*. Sales of pre-owned vehicles increased $15.3 million to $206.6
      million in the nine months ended September 30, 2007 from $191.3 million in
      the
      comparable period in 2006.  The sales increase, despite a decline of 93
      units sold, was attributable to a more favorable mix of motorized units
      with Class A diesels up 2.6% and Class C units up 23.7%.  Pre-owned
      unit sales by class in the nine months ended September 30, 2007 compared to
      the
      nine months ended September 30, 2006 are summarized as follows:





**Nine
                Months Ended****September
                30, 2007**
            
            
            **September
                30, 2006**Class
                A – Diesel
            
            
            915
            
            
            
            891Class
                A – Gas
            
            
            637
            
            
            
            702Class
                C
            
            
            323
            
            
            
            261Total
                Motorized
            
            
            1,875
            
            
            
            1,854Fifth
                Wheel
            
            
            276
            
            
            
            308Travel
                Trailer
            
            
            333
            
            
            
            419Other
            
            
            282
            
            
            
            278Total
                Towable
            
            
            891
            
            
            
            1,005Total
                Pre-Owned Units
            
            
            2,766
            
            
            
            2,859




-15-


*Parts,
      Service and Other Revenues*. Parts and service revenues in the nine months
      ended September 30, 2007 increased $2.1 million to $31.1 million from
      $29.0 million in the comparable period in 2006.  Retail
      sales increased 6.4%, partially offset by a decline in warranty sales of
      3.5%.




*Finance
      and Insurance Related Revenues*. Finance, insurance and extended warranty
      related revenues increased by $1.0 million to $17.2 million in the
      nine months ended September 30, 2007 compared to $16.2 million for the same
      period in 2006.  The increase in finance, insurance and extended
      warranty related revenues were primarily attributable to warranty income and
      improved finance penetration ratios; partially offset by lower finance margins
      and lower volume.





*Gross
      Profit*. Gross profit consists of gross revenues less our cost of sales and
      services. Gross profit decreased from $88.0 million in the nine months ended
      September 30, 2006 to $82.1 million in the comparable period in 2007. Gross
      profit margin was 13.5% in the nine months ended September 30, 2007
      compared to 15.0% in the comparable period in 2006. The decrease in gross
      profit was primarily due to a $4.5 million decrease in new vehicle margin,
      a
      $0.9 million 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 $0.5 million, a non-cash LIFO
      adjustment representing $2.8 million of the variance year over year, lower
      volume, and lower average margins on new units. Pre-owned margins were
      negatively impacted by lower volume (primarily driven by 111 lower returned
      rental units that were sold in 2006 as part of the rental program in
      2006).  Despite the unit decline, finance & insurance performed well
      versus prior year with additional warranty profit participation income and
      improved penetration ratios.




*Selling,
      General and Administrative Expenses*. Selling, general and administrative
      expenses, including depreciation and amortization, decreased $1.5 million from
      $67.6 million in the nine months ended September 30, 2006 to $66.1 million
      in
      the comparable period in 2007. This decrease is primarily due to lower
      commissions expense (driven by lower volume), lower rent expense, decreased
      amortization expense and advertising partially offset by increased insurance
      costs and professional service fees (driven by Sarbanes-Oxley
      implementation).





*Operating
      Profit*. Operating profit represents our gross profit, less selling, general
      and administrative expenses including depreciation and amortization. Operating
      profit decreased from $20.3 million in the nine months ended September 30,
      2006
      to $16.1 million in the comparable period in 2007. This decrease was due to
      the overall decline in gross profit offset by a decrease in selling, general
      and
      administrative expenses.





*Interest
      Expense**—**Floor Plan Credit Facility*. Interest expense on
      our Floor Plan Credit Facility decreased from $3.0 million in the nine months
      ended September 30, 2006 to $2.8 million in the comparable period in
      2007.





*Other
      Interest Expense*. Other interest expense was related to interest expense
      under our Senior Notes. Other interest expense decreased from $13.0 million
      in
      the nine months ended September 30, 2006 to $12.6 million in the comparable
      period in 2007.





*Income
      Tax Expense*. Income tax expense decreased from $1.7 million in the nine
      months ended September 30, 2006 to $0.3 million in the comparable period in
      2007.  The Company’s effective income tax rate was 42.7% and 38.7% for
      the nine-month periods ended September 30, 2007 and 2006,
      respectively.  The increase in the rates is due to additional interest
      for uncertain tax positions in accordance with FIN 48.


-16-


**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 nine
      months ended September 30, 2007 was equal to $33.7 million, compared to $25.4
      million during the comparable period in 2006. This increase in net cash provided
      by operating activities for 2007 was primarily the result of a decrease in
      inventories partially offset by an increase in receivables, and a decrease
      in
      net income (driven by decreases in vehicle unit sales).




*Investing
      Activities*. Net cash used in investing activities was $0.6 million during
      the nine months ended September 30, 2007, compared with net cash used
      in investing activities of $2.9 million during the comparable period in
      2006. The decrease in net cash used in investing activities during the nine
      month period ended September 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 nine months
      ended September 30, 2007 was $30.0 million, compared to $19.0 million during
      the
      comparable period in 2006. The change was due to utilizing increased cash
      provided by operating activities to increase net payments under our
      Floor Plan Credit Facility in 2007.





*Working
      Capital*. Working capital, including cash and cash equivalents, totaled
      approximately $37.8 million at September 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 September 30, 2007, we had $100.0 million of borrowing capacity
      and $36.6 million of availability under our Floor Plan Credit Facility. 
Borrowings under the Floor Plan Credit Facility are subject to certain
      restrictive covenants, including a minimum interest coverage ratio, as defined,
      which is 1.30 through February 2007 and 1.35 thereafter. We have nothing drawn
      under our Revolver as of September 30, 2007.  The Company is
      eligible to borrow under the Revolver when its interest coverage ratio, as
      defined, exceeds 1.40 and the Company’s trailing twelve month net income, as
      defined, exceeds $500,000.





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 estimated free cash flow for
      the six-month period ended June 30, 2007 was recorded as a current maturity
      of
      long-term debt.  In October, the offer was completed for $2,633,052,
      consisting of $2,450,000 in bond redemption, a $73,500 redemption premium and
      $109,552 in accrued interest.




-17-


As
      of
      September 30, 2007, our capital expenditures approximated $0.6 million for
      the
      nine-month period. Our 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 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.


-18-


**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.




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.


-19-





§
            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.


-20-


**ITEM 3.
      Quantitativeand 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 September 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
      September 30, 2007, based on the aggregate amount of $37.4 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.


-21-


**ITEM 4.
      Controlsand 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 September 30, 2007. Based on
      this evaluation, our chief executive officer and chief financial officer
      have concluded that, as of September 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
      nine-months ended September 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).


-22-


**PART
      II. OTHER INFORMATION**




**ITEM 1.
      LegalProceedings**




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 cash flows.





**ITEM
      1A. RiskFactors**





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.
      UnregisteredSales of Equity Securities and
      Use of Proceeds**




Not
      applicable.




**ITEM 3.
      DefaultsUpon Senior
      Securities**




Not
      applicable.




**ITEM 4.
      Submissionof Matters to a Vote of Security
      Holders**




Not
      applicable.




**ITEM 5.
      OtherInformation**




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.


-23-





**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
                Horton*By:
            John
                HortonIts:
            Chief
                Executive Officer/s/*Randall
                Lay*By:
            Randall
                LayIts:
            Chief
                Financial OfficerDated: 
                November 14, 2007







-24-




**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




-25-