**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, 2006**




**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), and (2) has been subject to such filing
      requirements for the past 90
      days.    Yes  ̈ No x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer  ̈         Accelerated
      Filer  ̈       Non-accelerated
      filer x




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




As
      of
      August 14, 2006, the registrant had 100 shares of common stock outstanding.









-1-





**TABLE
      OF CONTENTS**




PART
                I. FINANCIAL INFORMATIONITEM 1.
                Financial Statements
            3ITEM 2.
                Management’s Discussion and Analysis of Financial Condition and Results of
                Operations
            13ITEM 3.
                Quantitative and Qualitative Disclosures About Market
                Risk
            19ITEM 4.
                Controls and Procedures
            20PART
                II. OTHER INFORMATIONITEM 1.
                Legal Proceedings
            21ITEM
                1A. Risk Factors
            21ITEM 2.
                Unregistered Sales of Equity Securities and Use of
                Proceeds
            21ITEM 3.
                Defaults Upon Senior Securities
            21ITEM 4.
                Submission of Matters to a Vote of Security Holders
            21ITEM 5.
                Other Information
            21ITEM 6.
                Exhibits
            21SIGNATURES
            22







-2-


**PART
      I. FINANCIAL INFORMATION**




**ITEM 1.
      Financial Statements**




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


***Condensed
      Balance Sheets***





**June
                30, 2006**
            
            
            **December
                31,****2005**(Unaudited)**ASSETS**Current
                assetsCash
            
            $
            5,963,265
            
            $
            4,726,164Receivables,
                net of allowance for doubtful accounts of$309,716
                in 2006 and $279,557 in 2005
            
            
            14,136,824
            
            
            21,854,867Refundable
                income taxes
            
            
            --
            
            
            491,266Inventories
            
            
            65,804,293
            
            
            87,391,692Prepaid
                expenses and other
            
            
            2,576,155
            
            
            2,061,728Total
                current assets
            
            
            88,480,537
            
            
            116,525,717Property
                and equipment, net
            
            
            37,954,119
            
            
            37,168,221Loan
                and other costs, net
            
            
            4,814,468
            
            
            5,348,787Goodwill
            
            
            104,865,672
            
            
            104,865,672Intangible
                assets, net
            
            
            76,456,562
            
            
            77,690,313Deferred
                income taxes
            
            
            2,180,727
            
            
            2,180,727Other
                assets
            
            
            232,249
            
            
            242,792Total
                assets
            
            $
            314,984,334
            
            $
            344,022,229









-3-


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


***Condensed
      Balance Sheets (continued)***





**June
                30, 2006**
            
            **December
                31,****2005****(Unaudited)****LIABILITIES
                AND STOCKHOLDER’S EQUITY**Current
                liabilitiesFloor
                plan notes payable
            
            $
            43,340,312
            
            $
            74,608,769Current
                maturities of long-term debt
            
            
            3,375,000
            
            
            147,374Accounts
                payable and accrued expenses
            
            
            8,342,850
            
            
            13,310,162Accrued
                interest
            
            
            2,466,121
            
            
            2,608,414Reserve
                for chargebacks
            
            
            1,229,000
            
            
            1,121,000Customer
                deposits
            
            
            500,060
            
            
            982,871Income
                taxes payable
            
            
            2,700,178
            
            
            ---Deferred
                income taxes
            
            
            394,306
            
            
            394,306Total
                current liabilities
            
            
            62,347,827
            
            
            93,172,896Long-term
                debt, less current maturities
            
            
            140,677,045
            
            
            143,790,776Reserve
                for chargebacks
            
            
            1,040,000
            
            
            964,000Deferred
                rent
            
            
            1,761,495
            
            
            1,802,460Deferred
                income taxes
            
            
            32,224,931
            
            
            32,776,649Other
            
            
            15,168
            
            
            18,428Total
                liabilities
            
            
            238,066,466
            
            
            272,525,209Stockholder’s
                equityCommon
                stock, $.01 par value: 100 shares issued and outstanding
            
            
            1
            
            
            1Paid-in
                capital
            
            
            67,000,000
            
            
            67,000,000Retained
                earnings
            
            
            9,917,867
            
            
            4,497,019Total
                stockholder’s equity
            
            
            76,917,868
            
            
            71,497,020Total
                liabilities and stockholder’s equity
            
            $
            314,984,334
            
            $
            344,022,229




See
      accompanying notes to condensed financial statements.





-4-


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


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






**Three
                Months Ended**
            **Six
                Months Ended**June
                30, 2006
            
            
            **June
                30,****2005**
            
            
            **June
                30,****2006**
            
            
            **June
                30,****2005**RevenuesNew
                vehicle
            
            $
            115,184,473
            
            $
            121,097,476
            
            $
            247,233,593
            
            $
            263,486,134Pre-owned
                vehicle
            
            
            60,847,473
            
            
            67,235,090
            
            
            146,537,402
            
            
            150,560,803Parts,
                service and other
            
            
            10,900,983
            
            
            10,765,424
            
            
            22,980,941
            
            
            22,313,655Finance
                and insurance
            
            
            5,000,429
            
            
            5,259,021
            
            
            11,797,766
            
            
            12,182,047Rally
                Park
            
            
            313,356
            
            
            293,038
            
            
            1,059,277
            
            
            1,062,158Other
            
            
            588,418
            
            
            149,582
            
            
            989,772
            
            
            289,744Total
                revenues
            
            
            192,835,132
            
            
            204,799,631
            
            
            430,598,751
            
            
            449,894,541Cost
                of revenuesNew
                vehicle
            
            
            104,798,517
            
            
            109,973,168
            
            
            224,526,076
            
            
            239,121,189Pre-owned
                vehicle
            
            
            54,058,545
            
            
            59,240,010
            
            
            130,536,093
            
            
            132,603,621Parts,
                service and other
            
            
            4,862,007
            
            
            5,032,037
            
            
            9,632,417
            
            
            9,855,831Total
                cost of revenues
            
            
            163,719,069
            
            
            174,245,215
            
            
            364,694,586
            
            
            381,580,641Gross
                profit
            
            
            29,116,063
            
            
            30,554,416
            
            
            65,904,165
            
            
            68,313,900Selling,
                general and administrative expenses
            
            
            21,572,625
            
            
            23,729,891
            
            
            46,397,031
            
            
            48,269,275Interest
                expense
            
            
            5,217,026
            
            
            5,256,606
            
            
            10,661,560
            
            
            10,656,319Income
                before income taxes
            
            
            2,326,412
            
            
            1,567,919
            
            
            8,845,574
            
            
            9,388,306Income
                tax expense
            
            
            904,429
            
            
            815,007
            
            
            3,424,726
            
            
            3,631,984Net
                income
            
            $
            1,421,983
            
            $
            752,912
            
            $
            5,420,848
            
            $
            5,756,322





See
      accompanying notes to condensed financial statements.


-5-


**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, 2006**
            
            **June
                30, 2005**Cash
                flows from operating activitiesNet
                income
            
            $
            5,420,848
            
            $
            5,756,322Adjustments
                to reconcile net income to net cash provided by operating
                activitiesDepreciation
                of property and equipment
            
            
            1,472,242
            
            
            1,388,217Depreciation
                of rental vehicle inventory
            
            
            424,469
            
            
            2,494,122Amortization
                of intangible costs
            
            
            1,233,751
            
            
            2,583,749Amortization
                and write-off of loan and other costs
            
            
            534,319
            
            
            597,359Amortization
                of discount on long-term debt
            
            
            114,269
            
            
            134,960Gain on
                sale of property and equipment
            
            
            (2,519
            )
            
            (2,792
            )Loss
                on debt extinguishment
            
            
            --
            
            
            95,200Reserve
                for chargebacks
            
            
            184,000
            
            
            99,000Deferred
                income taxes
            
            
            (551,718
            )
            
            (1,057,968
            )Change
                in assets and liabilitiesReceivables
            
            
            7,718,043
            
            
            (2,300,825
            )Inventories
            
            
            21,162,930
            
            
            15,653,301Prepaid
                expenses and other
            
            
            (514,427
            )
            
            (231,369
            )Refundable
                income taxes
            
            
            491,266
            
            
            7,503,869Other
                assets
            
            
            10,543
            
            
            (513,978
            )Accounts
                payable, accrued interest, other accrued expensesand
                customer deposits
            
            
            (5,596,050
            )
            
            (913,228
            )Income
                taxes payable
            
            
            2,700,178
            
            
            (1,686,083
            )Deferred
                rent
            
            
            (40,965
            )
            
            (40,965
            )Net
                cash provided by operating activities
            
            
            34,761,179
            
            
            29,558,891Cash
                flows from investing activitiesProceeds
                from sale of property and equipment
            
            
            15,215
            
            
            9,662Purchases
                of property and equipment
            
            
            (2,270,836
            )
            
            (2,726,156
            )Net
                cash used in investing activities
            
            
            (2,255,621
            )
            
            (2,716,494
            )Cash
                flows from financing activitiesNet
                payments under floor plan
            
            
            (31,268,457
            )
            
            (23,334,360
            )Repayment
                of long-term debt
            
            
            --
            
            
            (1,455,200
            )Net
                cash used in financing activities
            
            
            (31,268,457
            )
            
            (24,789,560
            )Net
                change in cash
            
            
            1,237,101
            
            
            2,052,837Cash
                at beginning of period
            
            
            4,726,164
            
            
            5,103,556Cash
                at end of period
            
            $
            5,963,265
            
            
            7,156,393Supplemental
                disclosure of cash flow informationCash
                paid during the period for interest
            
            $
            10,803,853
            
            
            10,754,858Cash
                paid during the period for income taxes
            
            
            785,000
            
            
            (4,500,000
            )


See
      accompanying notes to condensed financial statements.





-6-


**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, 2005 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, 2005.




**NOTE
      2 - RECEIVABLES**




Receivables
      consist of the following:




**June
                30, 2006**
            
            
            **December
                31,****2005**Contracts
                in transit and vehicle receivables
            
            $
            6,416,044
            
            $
            15,522,299Manufacturer
                receivables
            
            
            6,639,408
            
            
            5,419,335Finance
                and other receivables
            
            
            1,391,088
            
            
            1,192,79014,446,540
            
            
            22,134,424Less:
                Allowance for doubtful accounts
            
            
            309,716
            
            
            279,557$
            14,136,824
            
            $
            21,854,867




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.





-7-


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


**subsidiary
      of LD Holdings, Inc.**


***Notes
      to Condensed Financial Statements***




**NOTE
      3 - INVENTORIES**




Inventories
      consist of the following:




**June
                30, 2006**
            
            
            **December
                31,****2005**New
                recreational vehicles
            
            $
            50,120,701
            
            $
            62,449,704Pre-owned
                recreational vehicles
            
            
            17,712,422
            
            
            25,822,589Parts,
                accessories and other
            
            
            1,240,881
            
            
            1,250,74569,074,004
            
            
            89,523,038Less:
                LIFO reserve
            
            
            3,287,126
            
            
            3,709,23665,786,878
            
            
            85,813,802Rental
                recreational vehicles, less accumulated depreciation of $62,780 in
                2006
                and $367,956 in 2005
            
            
            17,415
            
            
            1,577,890$
            65,804,293
            
            $
            87,391,692







-8-


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




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




**June
                30, 2006**
            
            **December 31,
                2005****Gross**
              **Carrying**
              **Amount**
            
            **Accumulated**
              **Amortization**
            
            **Gross**
              **Carrying**
              **Amount**
            
            **Accumulated**
              **Amortization**Amortizable
                intangible assets:Manufacturer
                relationships
            
            $
            26,700,000
            
            $
            1,418,438
            
            $
            26,700,000
            
            $
            1,084,687Non-compete
                agreement
            
            
            9,000,000
            
            
            3,825,000
            
            
            9,000,000
            
            
            2,925,000Customer
                database
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,00039,300,000
            
            
            8,843,438
            
            
            39,300,000
            
            
            7,609,687Unamortizable
                intangible assets:Trade
                names and trademarks
            
            
            46,000,000
            
            
            --
            
            
            46,000,000
            
            
            --$
            85,300,000
            
            $
            8,843,438
            
            $
            85,300,000
            
            $
            7,609,687




Amortizable
      intangible assets are being amortized using the straight-line method over 40
      years for manufacturer relationships, five years for the non-compete agreement
      and one year for the customer database. The weighted-average amortization period
      for all amortizable intangible assets acquired during 2004 is 28.4 years. Trade
      names and trademarks are considered to have indefinite useful lives and are
      not
      being amortized.




Amortizable
      expense for intangible assets for the three and six-month periods ended June
      30,
      2006 was $616,875 and $1,233,751, respectively, compared to $1,066,875 and
      $2,583,749 for the three and six-month periods ended June 30, 2005. Estimated
      amortization expense for the six-month period ending December 31, 2006 and
      for
      each of the subsequent five years ending December 31 is: 2006 (six-months)
      -
      $1,233,750, 2007 - $2,467,500, 2008 - $2,467,500, 2009 - $1,342,500
      and 2010 - $667,500.





-9-


**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 agreement also permits the Company
      to
      use floor plan credit to finance new vehicle inventory to be leased by the
      Company (“rental vehicle inventory”). Borrowings are not to exceed $5,000,000 in
      the aggregate for rental vehicle inventory or $35,000 per unit. The financial
      institutions collateralize all vehicles purchased under these agreements and
      all
      receivables generated from the sale of these vehicles. The interest rate charged
      (8.11% at June 30, 2006) is based on the prime rate or LIBOR. Principal is
      due
      upon the sale of the respective vehicle.




The
      Company’s floor plan notes payable are subject to certain financial and
      restrictive covenants including debt service coverage ratio; current ratio;
      and
      limitations on lease rentals, certain executive compensation, capital
      expenditures, accounts payable, additional debt, liens, dividends,
      distributions, certain restricted investments, and certain other corporate
      activities, all as defined in the credit agreement. The Company was in
      compliance with all covenants at June 30, 2006.





Interest
      expense on the floor plan notes payable for the three and six-month periods
      ended June 30, 2006 was $898,543 and $2,027,734, respectively, compared to
      $763,662 and $1,653,918 for the three and six-month periods ended June 30,
      2005.




**NOTE
      6 - LONG-TERM DEBT**




Long-term
      debt consists of the following:





**June
                30, 2006**
            
            **December
                31,****2005**11.75%
                Senior Notes, due 2012, less unamortized discount of $1,350,955 in
                2006
                and $1,465,224 in 2005
            
            $
            144,052,045
            
            $
            143,938,150Less:
                Current maturities
            
            
            3,375,000
            
            
            147,374Total
                long-term debt
            
            $
            140,677,045
            
            $
            143,790,776





-10-


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


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
      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 is required to 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, 2006 was approximately $3,600,000 (including a carryover of $160,000
      for the six months ended December 31, 2005); the principal portion of that
      amount is recorded as a current maturity of long-term debt.





The
      Company also maintains a five-year senior secured revolving line of credit
      facility (the “Revolver”). The facility provides for borrowings up to $15
      million, as defined, which includes a $10 million sub-facility for the issuance
      of letters of credit. There were no outstanding advances under the Revolver
      at
      June 30, 2006 or December 31, 2005. The Company had outstanding letters of
      credit amounting to $2,800,000 at June 30, 2006. Interest on outstanding
      advances is payable monthly and is based on the prime rate or LIBOR. Borrowings
      under the Revolver are collateralized by substantially all of the Company’s
      assets.





Interest
      expense and related costs on long-term debt for the three and six-month periods
      ended June 30, 2006 was $4,318,483 and $8,633,826, respectively, compared to
      $4,492,944 and $9,002,401 for the three and six-month periods ended June 30,
      2005.











-11-


**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, 2006**
            
            
            **December
                31,****2005**ASSETSInvestment
                in Lazy Days' R.V. Center, Inc.
            
            $
            76,917,868
            
            $
            71,497,020STOCKHOLDER’S
                EQUITYCommon
                stock, Class A
            
            $
            1
            
            $
            1Paid-in
                capital
            
            
            67,000,000
            
            
            67,000,000Retained
                earnings
            
            
            9,917,867
            
            
            4,497,019Total
                stockholder’s equity
            
            $
            76,917,868
            
            $
            71,497,020




The
      balance sheets of RV Acquisition consisted of the following:




**June
                30, 2006**
            
            
            **December
                31,****2005**ASSETSInvestment
                in LD Holdings
            
            $
            76,917,868
            
            $
            71,497,020LIABILITIESDue
                to Lazy Days' R.V. Center, Inc.
            
            $
            51,372
            
            $
            --STOCKHOLDER’S
                EQUITYPreferred
                stock, Series A, including accrued dividends of $20,733,771in 2006
                and
                $15,340,912 in 2005
            
            
            82,685,561
            
            
            77,340,912Common
                stock, $.01 par value
            
            
            49,947
            
            
            50,000Paid-in
                capital
            
            
            4,941,771
            
            
            4,950,000Accumulated
                deficit
            
            
            (10,810,783
            )
            
            (10,843,892
            )Total
              stockholder's equity
            
            
            76,866,496
            
            
            71,497,020Total
                liabilities and stockholder’s equity
            
            $
            76,917,868
            
            $
            71,497,020





-12-


**Cautionary
        Statement for Forward-Looking Information**
  Certain
        information set forth in this report contains “forward-looking statements”
within the meaning of the federal securities laws. Forward-looking statements
        include statements concerning our plans, objectives, goals, strategies, future
        events, future revenues or performance, capital expenditures, financing needs,
        plans or intentions relating to acquisitions and other information that is
        not
        historical information. In some cases, forward-looking statements can be
        identified by terminology such as “believes,” “expects,” “may,” “will,”
“should,” or “anticipates,” or the negative of such terms or other comparable
        terminology, or by discussions of strategy. We may also make additional
        forward-looking statements from time to time. All such subsequent
        forward-looking statements, whether written or oral, by us or on our behalf,
        are
        also expressly qualified by these cautionary statements.
 All
        forward-looking statements, including without limitation, management’s
        examination of historical operating trends, are based upon our current
        expectations and various assumptions. Our expectations, beliefs and projections
        are expressed in good faith and we believe there is a reasonable basis for
        them,
        but there can be no assurance that management’s expectations, beliefs and
        projections will result or be achieved. All forward-looking statements apply
        only as of the date made. Unless required by law, we undertake no obligation
        to
        update or revise forward-looking statements to reflect events or circumstances
        after the date made or to reflect the occurrence of unanticipated events.




There
      are
      a number of risks and uncertainties that could cause our actual results to
      differ materially from the forward-looking statements contained in or
      contemplated by this report. The following are among the factors that could
      cause actual results to differ materially from the forward-looking statements.
      There may be other factors, including those discussed elsewhere in this report,
      which may cause our actual results to differ materially from the forward-looking
      statements. Any forward-looking statements should be considered in light of
      the
      risk factors specified in our Annual Report on Form 10-K for the fiscal year
      ended December 31, 2005, some of which are summarized below.




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




•   significant
      indebtedness that may limit our financial and operational flexibility;




•   increased
      interest rates which increase the cost of financing vehicle purchases;




•   higher
      fuel costs which may deter purchases of recreational vehicles;




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




•   increased
      advertising costs associated with promotional efforts;




•   pending
      or new litigation or governmental regulations;




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




•   other
      uncertainties which are difficult to predict or beyond our control; and




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






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




Management’s
      Discussion and Analysis of Financial Condition and Results of Operations
      (MD&A) is designed to discuss our financial condition, changes in financial
      condition and results of operations, liquidity, critical accounting policies
      and
      the future impact of accounting standards that have been issued but are not
      yet
      effective. The MD&A should be read in conjunction with the financial
      statements and notes included in our Annual Report on Form 10-K for the fiscal
      year ended December 31, 2005.




**Certain
      Defined Terms**




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


-13-


**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. 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
          are a
          primary point of distribution for nine of the leading manufacturers in
          the
          recreational vehicle retail industry, an industry with sales of approximately
          $14 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.
  We
        derive
        our revenues principally from sales and rental of new units, sales of pre-owned
        units, commissions earned on sales of third-party financing and insurance
        products, service and rental repairs and visitors fees at RallyPark. In 2005,
        we
        derived our revenues from these categories in the following percentages,
        59.3%,
        32.8%, 2.7%, 5.1% and 0.1%, respectively. New and pre-owned unit sales accounted
        for more than 90% of total revenues.
  The
        vast
        majority of our costs of revenues are related to inventory purchases. New
        and
        pre-owned vehicles have accounted for 97% or more of cost of revenues in
        each of
        the previous three years.  Increased unit costs are immediately passed
        through to end customers. As a result, our gross profit margin has been 14.9%,
        14.5% and 14.4% for the years ended December 31, 2005, 2004 and 2003,
        respectively.
  Our
        gross
        profit margins on pre-owned vehicles are typically higher on a percentage
        basis
        while our gross profit margins on an absolute dollar basis are typically
        higher
        on new vehicles. In 2005, gross profit margins on new vehicles averaged 9.2%
        compared to 11.6% for pre-owned vehicles, and our gross profit from sales
        of new
        vehicles was $43.8 million and $30.5 million for pre-owned vehicles.
  Salaries,
        commissions and benefits represent the largest component of our total selling,
        general and administrative expense and comprised more than 50% of total selling,
        general and administrative expense. In 2005, approximately 16% 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, 2006 Compared to Three Months Ended June 30, 2005
      (unaudited)**




*Revenues* .
      Revenues decreased $11.9 million to $192.8 million in the three months ended
      June 30, 2006 from $204.7 million in the comparable period in 2005. Total units
      decreased 301 units from 2005. In 2006, we experienced lower volume in both
      new
      and pre-owned motorized and towable unit sales, as compared to the prior
      year. Pre-owned unit sales represented $6.4 million of the decrease with
      new unit sales making up $5.9 million, partially offset by other revenues of
      $0.4 million.




*New
      Unit Sales* .
      Sales
      of new vehicles decreased $5.8 million to $115.2 million in the three months
      ended June 30, 2006 from $121.0 million in the comparable period in 2005. 
This decrease of new vehicle sales was due to 106 fewer units from 916
      units in the three months ended June 30, 2005 to 810 units in the comparable
      period in 2006. Motorized units, specifically Class A gas and diesel units,
      and
      fifth wheel units drove the overall decrease while travel trailers remained
      relatively consistent with the prior period.




**Three
                Months Ended****June
                30, 2006**
            
            **June
                30, 2005**Class
                A - Diesel
            
            
            346
            
            
            385Class
                A - Gas
            
            
            134
            
            
            165Class
                C
            
            
            79
            
            
            71Total
                Motorized
            
            
            559
            
            
            621Fifth
                Wheel
            
            
            135
            
            
            175Travel
                Trailer
            
            
            116
            
            
            120Total
                Towable
            
            
            251
            
            
            295Total
                New Units
            
            
            810
            
            
            916




-14-


*Pre-Owned
        Unit Sales* .
        Sales
        of pre-owned vehicles decreased $6.4 million to $60.8 million in the three
        months ended June 30, 2006 from $67.2 million in the comparable period in
        2005.
        Unit sales of pre-owned wholesale units decreased 195 units from 1,145 in
        the
        three months ended June 30, 2005 to 950 units in the comparable period in
        2006. This decrease was primarily attributable to a 139 unit decline in
        rental unit travel trailer sales as well as decreases in Class A gas of 41
        units.
  **Three
                  Months Ended****June
                  30, 2006**
              
              **June
                  30, 2005**Class
                  A - Diesel
              
              
              280
              
              
              299Class
                  A - Gas
              
              
              216
              
              
              257Class
                  C
              
              
              92
              
              
              106Total
                  Motorized
              
              
              588
              
              
              662Fifth
                  Wheel
              
              
              97
              
              
              101Travel
                  Trailer
              
              
              165
              
              
              293Other
              
              
              100
              
              
              89Total
                  Towable
              
              
              362
              
              
              483Total
                  Pre-Owned Units
              
              
              950
              
              
              1,145
  *Parts,
        Service and Other Revenues* .
        Parts
        and service revenues in the three months ended June 30, 2006 increased $0.1
        million to $10.9 million from $10.8 million from the comparable period in
        2005. This was due to increases in retail and warranty sales.
  *Finance
        and Insurance Related Revenues* .
        Finance, insurance and extended warranty related revenues decreased from
        $5.3
        million in the three months ended June 30, 2005 to $5.0 million in the
        comparable period in 2006. The decrease in finance, insurance and extended
        warranty related revenues were primarily attributable to a decrease in unit
        sales and a declining interest rate spread (due to rising interest rates).
  *Gross
        Profit* .
        Gross
        profit consists of gross revenues less our cost of sales and services. Gross
        profit decreased $1.4 million from $30.5 million in the three months ended
        June 30, 2005 to $29.1 million in the comparable period in 2006. Gross profit
        margin increased from 14.9% in the three months ended June 30, 2005 to 15.1%
        in
        the comparable period in 2006. The decrease in gross profit was primarily
        due to
        $1.9 million decrease in new and pre-owned vehicle gross profit, offset by
        a
        $0.4 million increase in other revenues. New vehicle gross profit decrease
        was
        due to the volume decline and the decrease in the corresponding
        manufacturer's hold-back and incentives. Used vehicle margin decreases from
        2005
        was due to a 195 unit decrease from the comparable period in 2005.
  *Selling,
        General and Administrative Expenses* .
        Selling, general and administrative expenses, including depreciation and
        amortization, decreased from $23.7 million, or 11.6% of revenues, in the
        three
        months ended June 30, 2005 to $21.6 million, or 11.2% of revenues, in the
        comparable period in 2006. This decrease was primarily due to a decrease
        in
        salary, commissions and benefits due to lower unit sales and margin; decreased
        marketing expenses due to start-up of our RVLiving magazine in 2005 and
        lower amortization expense.


-15-






*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses including depreciation and amortization. Operating
      profit increased from $6.8 million in the three months ended June 30, 2005
      to
      $7.5 million in the comparable period in 2006. This increase was due to a
      reduction in selling, general and administrative expenses in excess of the
      decline in gross profit.




*Interest
      Expense—Floor Plan Credit Facility* .
      Interest expense on our Floor Plan Credit Facility approximated $0.8 million
      in
      the three months ended June 30, 2005 and $0.9 million in the comparable
      period in 2006. The increase in interest rates was offset by the decline in
      the average borrowings outstanding under the Floor Plan Credit
      Facility.




*Other
      Interest Expense* .
      Other
      interest expense was related to interest expense under our Senior
      Notes. Other interest expense decreased from $4.5 million in the three months
      ended June 30, 2005 to $4.3 million in the comparable period in 2006.




*Income
      Tax Expense* .
      Income
      tax expense approximated $0.8 million in the three months ended June 30, 2005
      compared to $0.9 million in the comparable period in 2006.




**Six
      Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005
      (Unaudited)**




*Revenues* .
      Revenues decreased $19.3 million to $430.6 million in the six months ended
      June
      30, 2006 from $449.9 million in the comparable period in 2005. Total new and
      pre-owned units sold decreased 513 units from 2005. In 2006, we experienced
      decreased volume in both motorized and towable units, as compared to the prior
      year. New unit sales drove the decrease and contributed $16.3 million to the
      decline. Pre-owned vehicle sales also declined by $4.0 million, which was
      partially offset by parts and service revenues and other revenues (includes
      $0.7
      million of other revenue primarily attributable to marketing revenues from
      our
      RVLiving magazine).




*New
      Unit Sales* .
      Sales
      of new vehicles decreased $16.3 million to $247.2 million in the six months
      ended June 30, 2006 from $263.5 million from the comparable period in 2005.
      The $16.3 million decrease of new vehicle sales was due to a decrease of $2.7
      million of rental income and a 176 unit decline in new unit sales from 2,023
      units in the six months ended June 30, 2005 to 1,847 units in the comparable
      period in 2006. Motorized units drove the decline. Class A gas units
      declined significantly as Class A diesel and Class A gas units decreased
      10.3% and 25.7%, respectively. We continued to receive rental income from rental
      units leased during the 2004/2005 hurricane season through May 2006 when the
      leases ended. New unit sales by class in the six months ended June 30, 2006
      compared to the six months ended June 30, 2005 is summarized as follows:




**Six
                Months Ended****June
                30, 2006**
            
            **June
                30, 2005**Class
                A - Diesel
            
            
            735
            
            
            819Class
                A - Gas
            
            
            318
            
            
            428Class
                C
            
            
            207
            
            
            159Total
                Motorized
            
            
            1,260
            
            
            1,406Fifth
                Wheel
            
            
            330
            
            
            376Travel
                Trailer
            
            
            257
            
            
            241Total
                Towable
            
            
            587
            
            
            617Total
                New Units
            
            
            1,847
            
            
            2,023




-16-






*Pre-Owned
      Unit Sales* .
      Sales
      of pre-owned vehicles decreased $4.1 million to $146.5 million in the six months
      ended June 30, 2006 from $150.6 million in the comparable period in 2005. The
      decrease was attributable to a 269 unit decline in returned rental unit travel
      trailer sales. Unit sales of pre-owned vehicles, excluding wholesale units,
      decreased 337 units from 2,492 units in the six months ended June 30, 2005
      to
      2,155 units in the comparable period in 2006. Pre-owned travel trailers
      decreased 227 units from the comparable period in 2005, which was primarily
      driven by fewer sales of returned rental units. Pre-owned unit sales by class
      in
      the three months ended June 30, 2006 compared to the six months ended June
      30,
      2005 is summarized as follows:




**Six
                Months Ended****June
                30, 2006**
            
            **June
                30, 2006**Class
                A - Diesel
            
            
            691
            
            
            667Class
                A - Gas
            
            
            534
            
            
            626Class
                C
            
            
            196
            
            
            229Total
                Motorized
            
            
            1,421
            
            
            1,522Fifth
                Wheel
            
            
            231
            
            
            250Travel
                Trailer
            
            
            299
            
            
            526Other
            
            
            204
            
            
            194Total
                Towable
            
            
            734
            
            
            970Total
                Pre-Owned Units
            
            
            2,155
            
            
            2,492




*Parts,
      Service and Other Revenues* .
      Parts
      and service revenues in the six months ended June 30, 2006 increased $0.7
      million to $23.0 million from $22.3 million from the comparable period
      in 2005. This was due to increases in retail and warranty sales.




*Finance
      and Insurance Related Revenues* .
      Finance, insurance and extended warranty related revenues decreased slightly
      by
      $0.4 million to $11.8 million in the six months ended June 30, 2006
      compared to $12.2 million for the same period in 2005. This was due to decreased
      financing opportunities resulting from the decline in overall unit sales and
      a
      decline in interest rate spreads (due to rising interest rates) offset by lower
      chargebacks, improved finance penetration ratios and improved extended warranty
      sales.




*Gross
      Profit* .
      Gross
      profit consists of gross revenues less our cost of sales and services. Gross
      profit decreased from $68.3 million in the six months ended June 30, 2005 to
      $65.9 million in the comparable period in 2006. Gross profit margin percentage
      increased slightly from 15.2% in the six months ended June 30, 2005 to 15.3%
      in
      the comparable period in 2006. The decease in gross profit was primarily due
      to
      a $2.0 million decrease in pre-owned vehicle gross profit and a $1.3 million
      decline in rental vehicle gross profit, offset by $1.2 million
      increase in parts & service and other gross profit.




*Selling,
      General and Administrative Expenses* .
      Selling, general and administrative expenses, including depreciation and
      amortization, decreased $1.9 million from $48.3 million in the six months ended
      June 30, 2005 to $46.4 million in the comparable period in 2006. This decrease
      was primarily due to decreases in salaries, commissions and benfits due to
      lower
      unit sales; decreased marketing expenses due to the start-up of
      RVLiving magazine in 2005; and amortization offset by increases in
      insurance costs, utilities and maintenance costs.





*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses including depreciation and amortization. Operating
      profit decreased from $20.0 million in the six months ended June 30, 2005 to
      $19.5 million in the comparable period in 2006. This decrease was due to the
      overall decrease in gross profit offset by decreased selling, general and
      administrative expenses.




*Interest
      Expense—Floor Plan Credit Facility* .
      Interest expense on our Floor Plan Credit Facility increased from $1.7 million
      in the six months ended June 30, 2005 to $2.0 million in the comparable period
      in 2006. This was attributable to an increase in applicable interest rates
      under
      the Floor Plan Credit Facility due to increases in short-term interest rates
      during the period.





*Other
      Interest Expense* .
      Other
      interest expense was related to interest expense under our Senior Notes. Other
      interest expense decreased from $9.0 million in the six months ended June 30,
      2005 to $8.6 million in the comparable period in 2006.





*Income
      Tax Expense* .
      Income
      tax expense decreased from $3.6 million in the six months ended June 30, 2005
      to
      $3.4 million in the comparable period in 2006.





-17-


**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), capital
      expenditures, salary and sales commissions, lease expenses and the acquisition
      of inventory. Based upon our current level of operations, we believe that our
      cash flow from operations, available cash and available borrowings under the
      senior secured revolving line of credit facility will be adequate to meet our
      future liquidity needs for the foreseeable future.




*Operating
      Activities* .
      Net
      cash provided by operating activities during the six months ended June 30,
      2006
      was equal to $34.8 million, compared with net cash provided by operating
      activities of $29.6 million during the comparable period in 2005. This increase
      in net cash provided by operating activities for 2006 was primarily the result
      of a decrease in inventories and accounts receivables offset by an increase
      in
      accounts payable.




*Investing
      Activities* .
      Net
      cash used in investing activities was $2.3 million during the six months ended
      June 30, 2006, compared with net cash used in investing activities of $2.7
      million during the comparable period in 2005. The decrease in net cash used
      in
      investing activities during the six month period ended June 30, 2006 versus
      2005
      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
      $31.3 million, compared to $24.8 million during the comparable period in 2005.
      The change was due to increased net payments under our Floor Plan Credit
      Facility in 2006.





*Working
      Capital* .
      Working
      capital, including cash and cash equivalents, totaled approximately $26.3
      million at June 30, 2006. We maintain sizable inventories in order to meet
      the
      expectations of our customers, and believe that we will continue to require
      working capital consistent with past experience. Historically, we have funded
      our operations with internally generated cash flow and borrowings. Changes
      in
      our working capital are driven primarily by our profit levels.





Our
      principal sources of funds are cash flows from operating activities and
      available borrowings under our senior secured revolving credit facility
      and Floor Plan Credit Facility. As of June 30, 2006 , we had $85.0 million
      of borrowing capacity and $41.7 million of availability under our Floor
      Plan Credit Facility and $15.0 million of borrowing capacity and $12.2 million
      of availability under our senior secured revolving credit facility. We have
      nothing drawn under our senior secured revolving credit facility, while $2.8
      million of availability has been used to support letter of credit obligations
      under our letter of credit sub-facility.




Based
      on
      current facts and circumstances, we believe we have adequate cash flow coupled
      with borrowing capacity under our senior secured revolving credit facility
      and Floor Plan Credit Facility to fund our current operations and capital
      expenditures budgeted for 2006.


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





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





As
      of
      June 30, 2006, our capital expenditures approximated $2.3 million for the
      six-month period ended June 30, 2006. Our senior secured revolving credit
      facility and 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 senior secured revolving credit facility
      and 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.







-18-


**ITEM 3.
      Quantitative and Qualitative Disclosures About Market
      Risk**




*Interest
      Rates.* We are
      exposed to market risk from changes in the interest rates on a portion of our
      outstanding indebtedness. Outstanding balances under our senior secured
      revolving credit facility bear interest at a variable rate on prime or LIBOR
      as
      adjusted each interest period. There were no borrowings outstanding at June
      30,
      2006 under our senior shares revolving credit facility. Amounts
      outstanding under floor plan financing arrangements bear interest at a variable
      rate based on prime or LIBOR as adjusted each interest period. As of June 30,
      2006, based on the aggregate amount of $43.3 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.




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.





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**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, 2006. Based on this
      evaluation, our chief executive officer and chief financial officer have
      concluded that, as of June 30, 2006, 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, 2006 that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting
      (as
      defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
      Act).





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**PART
      II. OTHER INFORMATION**




**ITEM 1.
      Legal Proceedings**




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





**ITEM
      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,
      2005.




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




Not
      applicable.




**ITEM 3.
      Defaults Upon Senior Securities**




Not
      applicable.




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




Not
      applicable.




**ITEM 5.
      Other Information**




Not
      applicable.




**ITEM 6.
      Exhibits**




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




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





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**SIGNATURES**




Pursuant
        to the requirements of the Securities Exchange Act of 1934, the Registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
  Lazy
                  Days’ R.V. Center, Inc./s/ John HortonBy:
              John
                  HortonIts:
              Chief
                  Executive Officer/s/ Charles L. ThibaultBy:
              Charles
                  L. ThibaultIts:
              Chief
                  Financial OfficerDated: 
                  August 14, 2006


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**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







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