**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, 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
            14ITEM 3.
                Quantitative and Qualitative Disclosures About Market
                Risk
            22ITEM 4.
                Controls and Procedures
            23PART
                II. OTHER INFORMATIONITEM 1.
                Legal Proceedings
            24ITEM
                1A. Risk Factors
            24ITEM 2.
                Unregistered Sales of Equity Securities and Use of
                Proceeds
            24ITEM 3.
                Defaults Upon Senior Securities
            24ITEM 4.
                Submission of Matters to a Vote of Security Holders
            24ITEM 5.
                Other Information
            24ITEM 6.
                Exhibits
            24SIGNATURES
            25




-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***





**ASSETS**
            
            
            **September
                30, 2006**
            
            
            **December
                31, 2005****(Unaudited)**Current
              assetsCash
            
            $
            8,217,004
            
            $
            4,726,164Receivables,
                net of allowance for doubtful accounts of$338,822
                in 2006 and $279,557 in 2005
            
            
            17,394,906
            
            
            21,854,867Refundable
                income taxes
            
            
            --
            
            
            491,266Inventories
            
            
            76,679,578
            
            
            87,391,692Prepaid
                expenses and other
            
            
            2,008,633
            
            
            2,061,728Total
                current assets
            
            
            104,300,121
            
            
            116,525,717Property
                and equipment, net
            
            
            37,701,908
            
            
            37,168,221Loan
                and other costs, net
            
            
            4,207,755
            
            
            5,348,787Goodwill
            
            
            104,865,672
            
            
            104,865,672Intangible
                assets, net
            
            
            75,839,688
            
            
            77,690,313Deferred
                income taxes
            
            
            2,180,727
            
            
            2,180,727Other
                assets
            
            
            212,162
            
            
            242,792Total
                assets
            
            $
            329,308,033
            
            $
            344,022,229






-3-


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


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





**LIABILITIES
                AND STOCKHOLDER’S EQUITY**
            
            
            **September
                30, 2006**
            
            
            **December
                31,****2005****(Unaudited)**Current
                liabilitiesFloor
                plan notes payable
            
            $
            55,593,935
            
            $
            74,608,769Current
                maturities of long-term debt
            
            
            3,375,000
            
            
            147,374Accounts
                payable and accrued expenses
            
            
            11,160,387
            
            
            13,310,162Accrued
                interest
            
            
            6,454,278
            
            
            2,608,414Reserve
                for chargebacks
            
            
            1,199,000
            
            
            1,121,000Customer
                deposits
            
            
            803,304
            
            
            982,871Income
                taxes payable
            
            
            500,274
            
            
            ---Deferred
                income taxes
            
            
            394,306
            
            
            394,306Total
                current liabilities
            
            
            79,480,484
            
            
            93,172,896Long-term
                debt, less current maturities
            
            
            140,734,525
            
            
            143,790,776Reserve
                for chargebacks
            
            
            1,043,000
            
            
            964,000Deferred
                rent
            
            
            1,741,012
            
            
            1,802,460Deferred
                income taxes
            
            
            32,132,978
            
            
            32,776,649Other
            
            
            13,385
            
            
            18,428Total
                liabilities
            
            
            255,145,384
            
            
            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
            
            
            7,162,648
            
            
            4,497,019Total
                stockholder’s equity
            
            
            74,162,649
            
            
            71,497,020Total
                liabilities and stockholder’s equity
            
            $
            329,308,033
            
            $
            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**
            **Nine
                Months Ended****September
                30, 2006**
            
            
            **September
                30, 2005**
            
            
            **September
                30, 2006**
            
            
            **September
                30, 2005**RevenuesNew
                vehicle
            
            $
            100,456,710
            
            $
            100,069,833
            
            $
            347,690,303
            
            $
            363,555,967Pre-owned
                vehicle
            
            
            44,807,301
            
            
            55,267,427
            
            
            191,344,703
            
            
            205,828,230Parts,
                service and other
            
            
            6,012,372
            
            
            9,087,640
            
            
            28,993,313
            
            
            31,401,295Finance
                and insurance
            
            
            4,396,095
            
            
            4,058,384
            
            
            16,193,861
            
            
            16,240,431Rally
                Park
            
            
            125,602
            
            
            144,337
            
            
            1,184,879
            
            
            1,206,495Other
            
            
            359,854
            
            
            337,826
            
            
            1,349,626
            
            
            627,570Total
                revenues
            
            
            156,157,934
            
            
            168,925,447
            
            
            586,756,685
            
            
            618,859,988Cost
                of revenuesNew
                vehicle
            
            
            92,016,607
            
            
            91,484,123
            
            
            316,542,683
            
            
            330,605,312Pre-owned
                vehicle
            
            
            39,806,706
            
            
            48,699,566
            
            
            170,342,799
            
            
            181,303,187Parts,
                service and other
            
            
            2,264,925
            
            
            4,185,645
            
            
            11,897,342
            
            
            14,041,476Total
                cost of revenues
            
            
            134,088,238
            
            
            144,369,334
            
            
            498,782,824
            
            
            525,949,975Gross
                profit
            
            
            22,069,696
            
            
            24,596,113
            
            
            87,973,861
            
            
            92,910,013Selling,
                general and administrative expenses
            
            
            21,251,305
            
            
            21,828,276
            
            
            67,648,336
            
            
            70,097,551Income
                before interest expense and income taxes
            
            
            818,391
            
            
            2,767,837
            
            
            20,325,525
            
            
            22,812,462Interest
                expense
            
            
            5,315,467
            
            
            5,260,735
            
            
            15,977,027
            
            
            15,917,054Income
                (loss) before income taxes
            
            
            (4,497,076
            )
            
            (2,492,898
            )
            
            4,348,498
            
            
            6,895,408Income
                tax expense (benefit)
            
            
            (1,741,857
            )
            
            (956,451
            )
            
            1,682,869
            
            
            2,675,533Net
                income (loss)
            
            $
            (2,755,219
            )
            $
            (1,536,447
            )
            $
            2,665,629
            
            $
            4,219,875





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)


Nine
                Months EndedSeptember
                30, 2006
            
            
            **September
                30, 2005**Cash
                flows from operating activitiesNet
                income
            
            $
            2,665,629
            
            $
            4,219,875Adjustments
                to reconcile net income to net cash provided by operating
                activitiesDepreciation
                of property and equipment
            
            
            2,390,279
            
            
            2,124,401Depreciation
                of rental vehicle inventory
            
            
            430,128
            
            
            2,860,069Amortization
                of intangible costs
            
            
            1,850,625
            
            
            3,200,624Amortization
                and write-off of loan and other costs
            
            
            1,141,032
            
            
            871,468Amortization
                of discount on long-term debt
            
            
            171,375
            
            
            194,509Gain on
                sale of property and equipment
            
            
            (2,519
            )
            
            (1,451
            )Loss
                on debt extinguishment
            
            
            --
            
            
            95,200Reserve
                for chargebacks
            
            
            157,000
            
            
            146,000Deferred
                income taxes
            
            
            (643,671
            )
            
            (1,333,827
            )Change
                in assets and liabilitiesReceivables
            
            
            4,459,961
            
            
            (3,943,910
            )Inventories
            
            
            10,281,986
            
            
            4,670,852Prepaid
                expenses and other
            
            
            53,095
            
            
            (69,365
            )Refundable
                income taxes
            
            
            491,266
            
            
            7,503,869Other
                assets
            
            
            30,630
            
            
            (16,169
            )Accounts
                payable, accrued interest, other accrued expensesand
                customer deposits
            
            
            1,511,479
            
            
            (2,768,427
            )Income
                taxes payable
            
            
            500,274
            
            
            1,133,509Deferred
                rent
            
            
            (61,448
            )
            
            (61,448
            )Net
                cash provided by operating activities
            
            
            25,427,121
            
            
            18,825,779Cash
                flows from investing activitiesProceeds
                from sale of property and equipment
            
            
            15,982
            
            
            11,905Purchases
                of property and equipment
            
            
            (2,937,429
            )
            
            (3,884,849
            )Net
                cash used in investing activities
            
            
            (2,921,447
            )
            
            (3,872,944
            )Cash
                flows from financing activitiesNet
                payments under floor plan
            
            
            (19,014,834
            )
            
            (12,116,633
            )Repayment
                of long-term debt
            
            
            --
            
            
            (1,449,741
            )Net
                cash used in financing activities
            
            
            (19,014,834
            )
            
            (13,566,374
            )Net
                change in cash
            
            
            3,490,840
            
            
            1,386,461Cash
                at beginning of period
            
            
            4,726,164
            
            
            5,103,556Cash
                at end of period
            
            $
            8,217,004
            
            
            6,490,017Supplemental
                disclosure of cash flow informationCash
                paid during the period for interest
            
            $
            11,770,186
            
            
            11,514,186Cash
                paid during the period for income taxes
            
            
            1,335,000
            
            
            (4,628,018
            )


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.





Certain
      amounts in the statement of cash flows for 2005 have been reclassified to
      conform to the presentation of the 2006 statement of cash flows. The
      reclassifications had no impact on net operating cash flows as previously
      reported.




**NOTE
      2 - RECEIVABLES**




Receivables
      consist of the following:


**September
                30,****2006**
            
            **December
                31,****2005**Contracts
                in transit and vehicle receivables
            
            $
            9,524,233
            
            $
            15,522,299Manufacturer
                receivables
            
            
            6,789,329
            
            
            5,419,335Finance
                and other receivables
            
            
            1,420,166
            
            
            1,192,79017,733,728
            
            
            22,134,424Less:
                Allowance for doubtful accounts
            
            
            338,822
            
            
            279,557$
            17,394,906
            
            $
            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:


**September
                  30, 2006**
              
              
              **December
                  31, 2005**New
                  recreational vehicles
              
              $
              53,047,669
              
              $
              62,449,704Pre-owned
                  recreational vehicles
              
              
              24,874,222
              
              
              25,822,589Parts,
                  accessories and other
              
              
              1,726,057
              
              
              1,250,74579,647,948
              
              
              89,523,038Less:
                  LIFO reserve
              
              
              2,980,126
              
              
              3,709,23676,667,822
              
              
              85,813,802Rental
                  recreational vehicles, less accumulated depreciation of $53,585
                  in 2006
                  and $367,956 in 2005
              
              
              11,756
              
              
              1,577,890$
              76,679,578
              
              $
              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:


**September
                30, 2006**
            
            **December 31,
                2005****Gross****Carrying**
              **Amount**
            
            **Accumulated**
              **Amortization**
            
            **Gross****Carrying**
              **Amount**
            
            **Accumulated**
              **Amortization**Amortizable
                intangible assets:Manufacturer
                relationships
            
            $
            26,700,000
            
            $
            1,585,312
            
            $
            26,700,000
            
            $
            1,084,687Non-compete
                agreement
            
            
            9,000,000
            
            
            4,275,000
            
            
            9,000,000
            
            
            2,925,000Customer
                database
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,00039,300,000
            
            
            9,460,312
            
            
            39,300,000
            
            
            7,609,687Unamortizable
                intangible assets:Trade
                names and trademarks
            
            
            46,000,000
            
            
            --
            
            
            46,000,000
            
            
            --$
            85,300,000
            
            $
            9,460,312
            
            $
            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 nine-month periods ended
      September 30, 2006 was $616,875 and $1,850,625, respectively, compared to
      $616,875 and $3,200,624 for the three and nine-month periods ended September
      30,
      2005. Estimated amortization expense for the three-month period ending December
      31, 2006 and for each of the subsequent five years ending December 31 is: 2006
      (six-months) - $616,875, 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
      (8.08% at September 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 or had obtained a waiver at September 30,
      2006.





Interest
      expense on the floor plan notes payable for the three and nine-month periods
      ended September 30, 2006 was $996,479 and $3,024,213, respectively, compared
      to
      $790,482 and $2,444,400 for the three and nine-month periods ended September
      30,
      2005.




**NOTE
      6 - LONG-TERM DEBT**




Long-term
      debt consists of the following:


**September
                30, 2006**
            
            **December
                31, 2005**11.75%
                Senior Notes, due 2012, less unamortized discount of $1,293,475 in
                2006
                and $1,465,224 in 2005
            
            $
            144,109,525
            
            $
            143,938,150Less:
                Current maturities
            
            
            3,375,000
            
            
            147,374Total
                long-term debt
            
            $
            140,734,525
            
            $
            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 ****** estimated
      free cash flow for the six-month period ended June 30, 2006 (including a
      carryover of $160,000 for the six months ended December 31, 2005) was recorded
      as a current maturity of long-term debt. In October, the offer was completed
      for
      $3,652,927, consisting of $3,399,000 in bond redemption, a $101,940 redemption
      premium and $151,987 in accrued interest.





Interest
      expense and related costs on long-term debt for the three and nine-month periods
      ended September 30, 2006 was $4,318,988 and $12,952,814, respectively, compared
      to $4,470,253 and $13,472,654 for the three and nine-month periods ended
      September 30, 2005.





The
      Company also maintains a senior secured revolving line of credit facility (the
      “Revolver”) which was amended on September 29, 2006 in anticipation of replacing
      the Revolver with another credit facility. The
      amendment eliminates the prepayment premium and unused line fee, provides for
      a
      change in the maturity date from May 14, 2009 to September 29, 2007 and modifies
      the minimum EBITDA covenant, as defined. The
      facility now limits borrowings up to $2.8 million, as defined, which includes
      a
      $2.8 million sub-facility for the issuance of letters of credit. The Company
      had
      outstanding letters of credit amounting to $2.8 million at September 30, 2006.





**NOTE
      7 - SUBSEQUENT EVENT**





On
      October 12, 2006, the Company amended its lease and inventory consignment
      agreement with I-4 Land Holding Limited Company (“Landlord”), a related
      party.





The
      lease
      was amended to permit the Landlord to purchase certain of the Company’s
      buildings located on land leased by the Company from the Landlord as part of
      an
      asset purchase agreement, and accordingly reduce rents owed by the Company
      to
      the Landlord by an aggregate of $2.7 million during 2006, 2007 and 2008. The
      lease amendment also gives the Company a right to purchase certain adjacent
      land
      currently rented by a third party. Finally, the lease agreement and asset
      purchase agreement provides the Company with $11.6 million of cash, preserves
      its business use of all the leased real property and significantly reduces
      the
      Company’s lease obligation without increasing the existing lease term. The
      Company will utilize a portion of the cash proceeds to pay down the floor plan
      notes payable.




The
      amendment to the inventory consignment agreement provides annual payments by
      the
      Company to the Landlord and includes more detailed termination provisions,
      as
      defined. The Company is currently evaluating the appropriate accounting for
      this
      transaction.




-11-




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


**subsidiary
      of LD Holdings, Inc.**


***Notes
      to Condensed Financial Statements***




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




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


**September
                30,****2006**
            
            **December
                31,****2005**ASSETSInvestment
                in Lazy Days' R.V. Center, Inc.
            
            $
            74,162,649
            
            $
            71,497,020STOCKHOLDER’S
                EQUITYCommon
                stock, Class A
            
            $
            1
            
            $
            1Paid-in
                capital
            
            
            67,000,000
            
            
            67,000,000Retained
                earnings
            
            
            7,162,648
            
            
            4,497,019Total
                stockholder’s equity
            
            $
            74,162,649
            
            $
            71,497,020




The
      balance sheets of RV Acquisition consisted of the following:




**September
                30, 2006**
            
            **December
                31,****2005**ASSETSInvestment
                in LD Holdings
            
            $
            174,162,649
            
            $
            71,497,020LIABILITIESDue
                to Lazy Days' R.V. Center, Inc.
            
            $
            51,372
            
            $
            --STOCKHOLDER’S
                EQUITYPreferred
                stock, Series A, including accrued dividends of $23,653,232 in
                2006
              and $15,340,912 in 2005
            
            
            85,605,022
            
            
            77,340,912Common
                stock, $.01 par value
            
            
            49,947
            
            
            50,000Paid-in
                capital
            
            
            4,941,771
            
            
            4,950,000Accumulated
                deficit
            
            
            (16,485,463
            )
            
            (10,843,892
            )Total
                stockholder's equity
            
            
            74,111,277
            
            
            71,497,020Total
                liabilities and stockholder’s equity
            
            $
            74,162,649
            
            $
            71,497,020




-12-




**NOTE
      9 - EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS ON THE FINANCIAL STATEMENTS
      WHEN ADOPTED IN A FUTURE PERIOD**





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.
      The amount of such a tax benefit to be recorded is the largest amount that
      is
      more likely than not to be allowed. Any reduction in deferred tax assets or
      increase in tax liabilities upon adoption will correspondingly reduce retained
      earnings. The Company has not yet determined the effect of adopting FIN 48
      which
      is effective for the Company’s next fiscal year commencing January 1,
      2007.




In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulleting (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements
      when Quantifying Misstatements in Current Year Financial Statements”. SAB 108
      provides guidance on how prior year misstatements should be taken into
      consideration when quantifying misstatements in current year financial
      statements for purposes of determining whether the current year’s financial
      statements are materially misstated. SAB 108 permits registrants to record
      the
      cumulative effect of initial adoption by recording the necessary “correcting”
adjustments recorded to the carrying values of assets and liabilities as of
      the
      beginning of that year with the offsetting adjustments recorded to the opening
      balance of retained earnings only if material under the dual method. SAB 108
      is
      effective for fiscal years ending on or after November 15, 2006. The Company
      does not expect the adoption of SAB 108 to have a material impact on the
      Company’s consolidated financial position or results of operations.





**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.




-13-




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.




-14-


**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 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.





-15-




**Results
      of Operations**




**Three
      Months Ended September 30, 2006 Compared to Three Months Ended September 30,
      2005 (unaudited)**




*Revenues* .
      Revenues decreased $12.8 million to $156.2 million in the three months ended
      September 30, 2006 from $169.0 million in the comparable period in 2005. Total
      units decreased 461 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 $10.5 million of the decrease
      with
      parts, service and other making up $3.1 of the decrease. This decrease was
      partially offset by an increase in new unit sales of $0.4 million.




*New
      Unit Sales* .
      Sales
      of new vehicles increased $0.4 million to $100.5 million in the three months
      ended September 30, 2006 from $100.1 million in the comparable period in 2005.
      This increase of new vehicle sales was a result of a higher number of high-end
      units sold as compared to the prior year. Overall, new units were down 246
      units
      from 970 units in the three months ended September 30, 2005 to 724 units in
      the
      comparable period in 2006. The decrease in unit sales was driven by travel
      trailers, specifically 247 bulk units, as well as Class A gas and Class C units
      as compared to the prior year.


**Three
                Months Ended****September
                30, 2006**
            
            **September
                30, 2005**Class
                A - Diesel
            
            297
            
            285Class
                A - Gas
            
            106
            
            139Class
                C
            
            
            69
            
            
            87Total
                Motorized
            
            
            472
            
            
            511Fifth
                Wheel
            
            
            133
            
            
            119Travel
                Trailer
            
            
            119
            
            
            340Total
                Towable
            
            
            252
            
            
            459Total
                New Units
            
            
            724
            
            
            970




-16-




*Pre-Owned
      Unit Sales* .
      Sales
      of pre-owned vehicles decreased $10.5 million to $44.8 million in the three
      months ended September 30, 2006 from $55.3 million in the comparable period
      in
      2005. Unit sales of pre-owned units decreased 215 units from 919 in the three
      months ended September 30, 2005 to 704 units in the comparable period in 2006.
      This decrease was primarily attributable to a 119 unit decline in returned
      rental unit travel trailer sales as well as decreases in Class A diesel and
      gas
      of 50 and 32 units respectively.


**Three
                Months Ended****September
                30, 2006**
            
            **September
                30, 2005**Class
                A - Diesel
            
            
            200
            
            
            250Class
                A - Gas
            
            
            168
            
            
            200Class
                C
            
            
            65
            
            
            82Total
                Motorized
            
            
            433
            
            
            532Fifth
                Wheel
            
            
            77
            
            
            72Travel
                Trailer
            
            
            120
            
            
            263Other
            
            
            74
            
            
            52Total
                Towable
            
            
            271
            
            
            387Total
                Pre-Owned Units
            
            
            704
            
            
            919




*Parts,
      Service and Other Revenues* .
      Parts
      and service revenues decreased $3.1 million to $6.0 million in the three months
      ended September 30, 2006 from $9.1 million in the comparable period in
      2005.




*Finance
      and Insurance Related Revenues* .
      Finance, insurance and extended warranty related revenues increased from $4.1
      million in the three months ended September 30, 2005 to $4.4 million in the
      comparable period in 2006. The increase in finance and insurance related
      revenues were primarily attributable to an improved finance penetration and
      an
      increase in the average margin per unit financed offset somewhat by the decrease
      in units available for financing. Chargebacks were also down quarter over
      quarter.




*Gross
      Profit* .
      Gross
      profit consists of gross revenues less our cost of sales and services. Gross
      profit decreased $2.5 million from $24.6 million in the three months ended
      September 30, 2005 to $22.1 million in the comparable period in 2006. Gross
      profit margin decreased from 14.5% in the three months ended September 30,
      2005
      to 14.1% in the comparable period in 2006. The decrease in gross profit was
      primarily due to $2.2 million decrease in new and pre-owned vehicle gross
      profit, as well as a $0.6 million decrease in Parts, Service and Other,
      partially offset by a $0.3 million increase in other revenues. New and pre-owned
      vehicle gross profit decrease was due to the volume decline.




*Selling,
      General and Administrative Expenses* .
      Selling, general and administrative expenses, including depreciation and
      amortization, decreased from $21.8 million in the three months ended September
      30, 2005 to $21.3 million 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 and lower customer accommodation expense.




-17-




*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses including depreciation and amortization. Operating
      profit decreased from $2.8 million in the three months ended September 30,
      2005
      to $.8 million in the comparable period in 2006. This decrease was due to a
      reduction in gross profit driven primarily by the decline in units sales
      quarter over quarter.




*Interest
      Expense—Floor Plan Credit Facility* .
      Interest expense on our floor plan credit facility approximated $0.8 million
      in
      the three months ended September 30, 2005 and $1.0 million in the
      comparable period in 2006. The decline in the average borrowings
      outstanding under the floor plan credit facility was offset by the increase
      in
      interest rates..




*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 September 30, 2005 to $4.3 million in the comparable period in 2006.




*Income
      Tax Expense* .
      Income
      tax benefit approximated $1.0 million in the three months ended September 30,
      2005 compared to $1.7 million in the comparable period in 2006.




**Nine
      Months Ended September 30, 2006 Compared to Nine Months Ended September 30,
      2005
      (Unaudited)**




*Revenues* .
      Revenues decreased $32.1 million to $586.8 million in the nine months ended
      September 30, 2006 from $618.9 million in the comparable period in 2005. Total
      new and pre-owned units sold decreased 974 units from 2005. In 2006, we
      experienced decreased volume in both motorized and towable units, as compared
      to
      the prior year. New unit sales contributed $15.9 million to the decline while
      pre-owned vehicle sales contributed $14.5 million, in addition, parts and
      service revenues decreased by $2.4 million; other revenues increased $0.7
      million.





*New
      Unit Sales* .
      Sales
      of new vehicles decreased $15.9 million to $347.7 million in the nine months
      ended September 30, 2006 from $363.6 million from the comparable period in
      2005.
      The decrease of new vehicle sales was due to a decrease of $3.6 million of
      rental income and a 422 unit decline in new unit sales from 2,993 units in
      the
      nine months ended September 30, 2005 to 2,571 units in the comparable period
      in
      2006. Class A diesel and Class A gas units decreased 7.0% and 25.2%,
      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 nine months ended September 30, 2006 compared
      to
      the nine months ended September 30, 2005 is summarized as follows:


**Nine
                Months Ended****September
                30, 2006**
            
            **September
                30, 2005**Class
                A - Diesel
            
            
            1,032
            
            
            1,104Class
                A - Gas
            
            
            424
            
            
            567Class
                C
            
            
            276
            
            
            246Total
                Motorized
            
            
            1,732
            
            
            1,917Fifth
                Wheel
            
            
            463
            
            
            495Travel
                Trailer
            
            
            376
            
            
            581Total
                Towable
            
            
            839
            
            
            1,076Total
                New Units
            
            
            2,571
            
            
            2,993




-18-




*Pre-Owned
      Unit Sales* .
      Sales
      of pre-owned vehicles decreased $14.5 million to $191.3 million in the nine
      months ended September 30, 2006 from $205.8 million in the comparable period
      in
      2005. Unit sales of pre-owned vehicles, excluding wholesale units, decreased
      552
      units from 3,411 units in the nine months ended September 30, 2005 to 2,859
      units in the comparable period in 2006. Pre-owned travel trailers decreased
      370
      units from the comparable period in 2005, which was primarily driven by 388
      fewer sales of returned rental units. Pre-owned unit sales by class in the
      nine
      months ended September 30, 2006 compared to the nine months ended September
      30,
      2005 is summarized as follows:


**Nine Months
                Ended******
            **September
                30, 2006**
            ****
            **September
                30, 2005**Class
                A - Diesel
            
            
            891
            
            
            917Class
                A - Gas
            
            
            702
            
            
            826Class
                C
            
            
            261
            
            
            311Total
                Motorized
            
            
            1,854
            
            
            2,054Fifth
                Wheel
            
            
            308
            
            
            322Travel
                Trailer
            
            
            419
            
            
            789Other
            
            
            278
            
            
            246Total
                Towable
            
            
            1,005
            
            
            1,357Total
                Pre-Owned Units
            
            
            2,859
            
            
            3,411




*Parts,
      Service and Other Revenues.*Parts and service revenues in the nine months
      ended September 30, 2006 decreased $2.4 million to $29.0 million from $31.4
      million to the comparable period in 2005




*Finance
      and Insurance Related Revenues* .
      Finance, insurance and extended warranty related revenue was relatively
      flat at $16.2 million in the nine months ended September 30, 2006 compared
      to
      $16.2 million for the same period in 2005. This was due to improved finance
      penetration ratios and improved extended warranty and aftermarket sales offset
      by decreased financing opportunities resulting from the decline in overall
      unit
      sales.




*Gross
      Profit* .
      Gross
      profit consists of gross revenues less our cost of sales and services. Gross
      profit decreased from $92.9 million in the nine months ended September 30,
      2005
      to $88.0 million in the comparable period in 2006. Gross profit margin
      percentage was consistent at 15.0% in the nine months ended September 30, 2006
      to the comparable period in 2006. The decease in gross profit was primarily
      due
      to a $2.2 million decrease in pre-owned vehicle gross profit and a $3.5 million
      decline in new vehicle gross profit, offset by a slight $0.1 million
      increase in parts & service and other gross profit and an increase in
      other revenue of $0.7 million; primarily resulting from advertising income
      from
      our magazine.




*Selling,
      General and Administrative Expenses* .
      Selling, general and administrative expenses, including depreciation and
      amortization, decreased $2.5 million from $70.1 million in the nine months
      ended
      September 30, 2005 to $67.6 million in the comparable period in 2006. This
      decrease was primarily due to decreases in salaries, commissions and benefits
      due to lower unit sales; offset by increases in insurance costs, utilities
      and
      maintenance costs.





-19-




*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses including depreciation and amortization. Operating
      profit decreased from $22.8 million in the nine months ended September 30,
      2005
      to $20.3 million in the comparable period in 2006. This decrease was due to
      the
      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 $2.5 million
      in the nine months ended September 30, 2005 to $3.0 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 $13.5 million in the nine months ended September
      30, 2005 to $13.0 million in the comparable period in 2006.





*Income
      Tax Expense* .
      Income
      tax expense decreased from $2.7 million in the nine months ended September
      30,
      2005 to $1.7 million in the comparable period in 2006.




**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 nine months ended September
      30,
      2006 was equal to $25.4 million, compared with net cash provided by operating
      activities of $18.8 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, accounts receivables and accounts payable offset
      by a decrease in refundable income taxes and rental depreciation and
      amortization.




*Investing
      Activities* .
      Net
      cash used in investing activities was $2.9 million during the nine months ended
      September 30, 2006, compared with net cash used in investing activities of
      $3.9
      million during the comparable period in 2005. The decrease in net cash used
      in
      investing activities during the nine month period ended September 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 nine months ended September 30,
      2006 was $19.0 million, compared to $13.6 million during the comparable period
      in 2005. The change was due to increased net payments under our Floor Plan
      Credit Facility in 2006.





-20-




*Working
      Capital* .
      Working
      capital, including cash and cash equivalents, totaled approximately $24.8
      million at September 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 September 30, 2006 , we had $85.0
      million of borrowing capacity and $29.4 million of availability under
      our Floor Plan Credit Facility.





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 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.





The
      Company also maintains a senior secured revolving line of credit facility (the
      “Revolver”) which was amended on September 29, 2006 in anticipation of replacing
      the Revolver with another credit facility. The
      amendment eliminates the prepayment premium and unused line fee, provides for
      a
      change in the maturity date from May 14, 2009 to September 29, 2007 and modifies
      the minimum EBITDA covenant, as defined. The
      facility now limits borrowings up to $2.8 million, as defined, which includes
      a
      $2.8 million sub-facility for the issuance of letters of credit. The Company
      had
      outstanding letters of credit amounting to $2.8 million at September 30, 2006.





As
      of
      September 30, 2006, our capital expenditures approximated $2.9 million for
      the
      nine-month period ended September 30, 2006. Our Revolver 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 Revolver 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.




On
        October 12, 2006, the Company received $11.6 million of cash in connection
        with
        amending its lease with I-4 Land Holding Limited Company (“Landlord”), a related
        party, and selling certain buildings located on land leased by the Company
        from
        the Landlord. The Company will utilize a portion of the cash proceeds to
        pay
        down the Floor Plan Credit Facility.





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**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 September
      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 September
      30, 2006, based on the aggregate amount of $55.3 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 $0.6 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, currently,
      we do not believe that inflation risks are material to our business, results
      of
      operations or cash flows.




*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 September 30, 2006. Based on
      this evaluation, our chief executive officer and chief financial officer have
      concluded that, as of September 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
      nine-months ended September 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).




-23-




**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**




Charles
      Thibault, the Company’s Chief Financial Officer, has retired effective October
      2, 2006 . The
      company is actively recruiting for a replacement.




**ITEM 6.
      Exhibits**




31.1  Certification
      of Chief Executive Officer and 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
        Horton
 By: John
        Horton
 Title:
        Chief Executive Officer
 and Chief Financial Officer







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**EXHIBIT
      INDEX**




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








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