**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**








**FORM
      10-Q**






**x**  **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**




**For
      the quarterly period ended March 31, 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













LAZYDAYS
      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)**




-1-


Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the registrant
      was required to file such reports), and (2) has been subject to such filing
      requirements for the past 90
      days.    Yes  ̈ No x




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




Large
      accelerated filer  ̈     Accelerated
      Filer  ̈    Non-accelerated
      filer x




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




As
      of
      May 15, 2006, the registrant had 100 shares of common stock outstanding.


-2-









**TABLE
      OF CONTENTS**




PART
                I. FINANCIAL INFORMATIONITEM 1.
                Financial
                Statements
            4ITEM 2.
                Management’s Discussion and Analysis of
                Financial Condition and Results of Operations
            14ITEM 3.
                Quantitative and Qualitative
                Disclosures About Market Risk
            21ITEM 4.
                Controls and
                Procedures
            22PART
                II. OTHER INFORMATIONITEM 1.
                Legal
                Proceedings
            23ITEM
                1A. Risk Factors
            23ITEM 2.
                Unregistered Sales of Equity
                Securities and use of Proceeds
            23ITEM 3.
                Defaults Upon Senior
                Securities
            23ITEM 4.
                Submission of Matters to a Vote
                of Security Holders
            23ITEM 5.
                Other Information
            23ITEM 6.
                Exhibits
            23SIGNATURES
            24




-3-


**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***


**March
                31,**
              **2006**
            
            **December 31,**
              **2005****(Unaudited)****ASSETS**Current
                assetsCash
            
            $
            8,892,419
            
            $
            4,726,164Receivables,
                net
            
            
            18,148,412
            
            
            21,854,867Refundable
                income taxes
            
            
            ---
            
            
            491,266Inventories
            
            
            71,304,372
            
            
            87,391,692Prepaid
                expenses and other
            
            
            2,594,515
            
            
            2,061,728Total
                current assets
            
            
            100,939,718
            
            
            116,525,717Property
                and equipment, net
            
            
            36,955,226
            
            
            37,168,221Loan
                and other costs, net
            
            
            5,082,162
            
            
            5,348,787Goodwill
            
            
            104,865,672
            
            
            104,865,672Intangible
                assets, net
            
            
            77,073,437
            
            
            77,690,313Deferred
                income taxes
            
            
            2,180,727
            
            
            2,180,727Other
                assets
            
            
            232,249
            
            
            242,792Total
                assets
            
            $
            327,329,191
            
            $
            344,022,229






-4-


**Lazy
        Days’ R.V. Center, Inc., a wholly owned subsidiary of LD Holdings, Inc.**
 ***Condensed
        Balance Sheets (continued)***
 **March
                  31,**
                **2006**
              
              **December
                  31,**
                **2005**
              ********
              ****
              **(Unaudited)**
              ******LIABILITIES
                  AND STOCKHOLDER’S EQUITY**Current
                  liabilitiesFloor
                  plan notes payable
              
              $
              47,569,229
              
              $
              74,608,769Current
                  maturities of long-term debt
              
              
              147,374
              
              
              147,374Accounts
                  payable and accrued expenses
              
              
              12,438,822
              
              
              13,310,162Accrued
                  interest
              
              
              6,776,450
              
              
              2,608,414Reserve
                  for chargebacks
              
              
              1,116,000
              
              
              1,121,000Customer
                  deposits
              
              
              2,110,055
              
              
              982,871Income
                  taxes payable
              
              
              2,104,890
              
              
              ---Deferred
                  income taxes
              
              
              394,306
              
              
              394,306Total
                  current liabilities
              
              
              72,657,126
              
              
              93,172,896Long-term
                  debt, less current maturities
              
              
              143,847,565
              
              
              143,790,776Reserve
                  for chargebacks
              
              
              1,029,000
              
              
              964,000Deferred
                  rent
              
              
              1,781,978
              
              
              1,802,460Deferred
                  income taxes
              
              
              32,500,790
              
              
              32,776,649Other
              
              
              16,847
              
              
              18,428Total
                  liabilities
              
              
              251,833,306
              
              
              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
              
              
              8,495,884
              
              
              4,497,019Total
                  stockholder’s equity
              
              
              75,495,885
              
              
              71,497,020Total
                  liabilities and stockholder’s equity
              
              $
              327,329,191
              
              $
              344,022,229
  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 Operations*** (Unaudited)




**Three
                Months Ended**March
                31,
              2006
            
            **March
                31,**
              **2005**RevenuesNew
                vehicle
            
            $
            132,049,120
            
            $
            142,388,658Pre-owned
                vehicle
            
            
            85,689,929
            
            
            83,325,713Parts,
                service and other
            
            
            12,079,958
            
            
            11,548,231Finance
                and insurance
            
            
            6,797,337
            
            
            6,923,026Rally
                Park
            
            
            745,921
            
            
            769,120Other
            
            
            401,354
            
            
            140,162Total
                revenues
            
            
            237,763,619
            
            
            245,094,910Cost
                of revenuesNew
                vehicle
            
            
            119,727,559
            
            
            129,148,021Pre-owned
                vehicle
            
            
            76,477,548
            
            
            73,363,611Parts,
                service and other
            
            
            4,770,410
            
            
            4,823,794Total
                cost of revenues
            
            
            200,975,517
            
            
            207,335,426Gross
                profit
            
            
            36,788,102
            
            
            37,759,484Selling,
                general and administrative expenses
            
            
            24,824,406
            
            
            24,539,384Interest
                expense
            
            
            5,444,534
            
            
            5,399,713Income
                before income taxes
            
            
            6,519,162
            
            
            7,820,387Income
                tax expense
            
            
            2,520,297
            
            
            2,816,977Net
                income
            
            $
            3,998,865
            
            $
            5,003,410




See
      accompanying notes to condensed financial statements.


-6-





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


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




**Three
                Months Ended****March 31,**
              **2006**
            
            **March 31,**
              **2005**Cash
                flows from operating activitiesNet
                income
            
            $
            3,998,865
            
            $
            5,003,410Adjustments
                to reconcile net income to net cashDepreciation
                of property and equipment
            
            
            734,043
            
            
            669,387Depreciation
                of rental vehicle inventory
            
            
            312,000
            
            
            1,696,181Amortization
                of intangible costs
            
            
            616,876
            
            
            1,516,874Amortization
                and write-off of loan and other costs
            
            
            266,625
            
            
            275,775Amortization
                of discount on long-term debt
            
            
            56,789
            
            
            60,087Loss
                (gain) on sale of property and equipment
            
            
            2,234
            
            
            (2,948
            )Reserve
                for chargebacks
            
            
            60,000
            
            
            34,000Deferred
                income taxes
            
            
            (275,859
            )
            
            (613,359
            )Change
                in assets and liabilitiesReceivables
            
            
            3,706,455
            
            
            (3,520,159
            )Inventories
            
            
            15,775,320
            
            
            7,033,355Prepaid
                expenses and other
            
            
            (532,787
            )
            
            (622,094
            )Refundable
                income taxes
            
            
            491,266
            
            
            2,503,869Other
                assets
            
            
            10,543
            
            
            (56,421
            )Accounts
                payable, accrued interest, other accrued expensesand
                customer deposits
            
            
            4,422,299
            
            
            3,755,241Income
                taxes payable
            
            
            2,104,890
            
            
            926,467Deferred
                rent
            
            
            (20,482
            )
            
            (20,482
            )Net
                cash provided by operating activities
            
            
            31,729,077
            
            
            18,639,183Cash
                flows from investing activitiesProceeds
                from sale of property and equipment
            
            
            ---
            
            
            9,456Purchases
                of property and equipment
            
            
            (523,282
            )
            
            (1,304,780
            )Net
                cash used in investing activities
            
            
            (523,282
            )
            
            (1,295,324
            )Cash
                flows from financing activitiesNet
                payments under floor plan
            
            
            (27,039,540
            )
            
            (14,446,179
            )Net
                cash used in financing activities
            
            
            (27,039,540
            )
            
            (14,446,179
            )Net
                change in cash
            
            
            4,166,255
            
            
            2,897,680Cash
                at beginning of period
            
            
            4,726,164
            
            
            5,103,556Cash
                at end of period
            
            $
            8,892,419
            
            $
            8,001,236Supplemental
                disclosure of cash flow informationCash
                paid during the period for interest
            
            $
            1,276,498
            
            $
            971,370Cash
                paid during the period for income taxes
            
            
            200,000
            
            
            ---




See
      accompanying notes to condensed financial statements.


-7-





**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 year ended December 31, 2005.




**NOTE
      2 - RECEIVABLES**




Receivables
      consist of the following:




**March
                31,**
              **2006**
            
            ****
            **December
                31,**
              **2005**Contracts
                in transit and vehicle receivables
            
            $
            8,979,396
            
            $
            15,522,299Manufacturer
                receivables
            
            
            8,386,500
            
            
            5,419,335Finance
                and other receivables
            
            
            1,052,681
            
            
            1,192,79018,418,577
            
            
            22,134,424Less:
                Allowance for doubtful accounts
            
            
            270,165
            
            
            279,557$
            18,148,412
            
            $
            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.


-8-


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


**subsidiary
      of LD Holdings, Inc.**


***Notes
      to Condensed Financial Statements***




**NOTE
      3 - INVENTORIES**




Inventories
      consist of the following:




**March
                31,**
              **2006**
            
            
            **December
                31,**
              **2005**New
                recreational vehicles
            
            $
            51,719,245
            
            $
            62,449,704Pre-owned
                recreational vehicles
            
            
            20,827,588
            
            
            25,822,589Parts,
                accessories and other
            
            
            1,485,929
            
            
            1,250,74574,032,762
            
            
            89,523,038Less:
                LIFO reserve
            
            
            3,946,743
            
            
            3,709,23670,086,019
            
            
            85,813,802Rental
                recreational vehicles, less accumulated depreciation of $577,997
                in 2006
                and $367,956 in 2005
            
            
            1,218,353
            
            
            1,577,890$
            71,304,372
            
            $
            87,391,692




-9-


**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:




**March 31,
                2006**
            
            **December 31,
                2005****Gross**
              **Carrying**
              **Amount**
            
            **Accumulated**
              **Amortization**
            
            **Gross**
              **Carrying**
              **Amount**
            
            **Accumulated**
              **Amortization**Amortizable
                intangible assets:Manufacturer
                relationships
            
            $
            26,700,000
            
            $
            1,251,563
            
            $
            26,700,000
            
            $
            1,084,687Non-compete
                agreement
            
            
            9,000,000
            
            
            3,375,000
            
            
            9,000,000
            
            
            2,925,000Customer
                database
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,000
            
            
            3,600,00039,300,000
            
            
            8,226,563
            
            
            39,300,000
            
            
            7,609,687Unamortizable
                intangible assets:Trade
                names and trademarks
            
            
            46,000,000
            
            
            —
            
            
            46,000,000
            
            
            —$
            85,300,000
            
            $
            8,226,563
            
            $
            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.




Amortization
      expense for intangible assets for the three-month period ended March 31, 2006
      was $616,876 compared to $1,516,874 for the three-month period ended March
      31,
      2005. Estimated amortization expense for the nine-month period ending December
      31, 2006 and for each of the subsequent five years ending December 31 is: 2006
      (nine-months) - $1,850,624, 2007 - $2,467,500, 2008 - $2,467,500, 2009 -
      $1,342,500, 2010 - $667,500 and 2011 - $667,500.


-10-


**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 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 (7.38%
      at
      March 31, 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 March 31, 2006.





Interest
      expense on the floor plan notes payable was approximately $1,129,000 for the
      three-month period ended March 31, 2006 compared to $890,000 for the period
      ended March 31, 2005.




**NOTE
      6 - LONG-TERM DEBT**




Long-term
      debt consists of the following:





**March
                31,**
              **2006**
            
            **December 31,**
              **2005**11.75%
                Senior Notes, due 2012, less unamortized discount of $1,408,435 in
                2006
                and $1,465,224 in 2005
            
            $
            143,994,939
            
            $
            143,938,150Less:
                Current maturities
            
            
            147,374
            
            
            147,374Total
                long-term debt
            
            $
            143,847,565
            
            $
            143,790,776


-11-
 **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 approximated $160,000 for the
      six months ended December 31, 2005. The Company has elected to add the amount
      to
      the offer for the six-month period ending June 30, 2006.





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
      March 31, 2006 or December 31, 2005. The Company had
      outstanding letters of credit amounting to $2,800,000 at March 31, 2006.
      Interest on outstanding advances is payable monthly and is based on the prime
      rate or LIBOR (8.75% at March 31, 2006). Borrowings under the Revolver are
      collateralized by substantially all of the Company’s assets.





Interest
      expense and related costs on long-term debt were approximately $4,300,000 for
      the three-month period ended March 31, 2006 compared to $4,500,000 for the
      period ended March 31, 2005.


-12-


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


**subsidiary
        of LD Holdings, Inc.**
 ***Notes
        to Condensed Financial Statements***




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




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




**March
                31,**
              **2006**
            
            
            **December
                31,**
              **2005**ASSETS:Investment
                in Lazydays
            
            $
            75,495,885
            
            $
            71,497,020STOCKHOLDER’S
                EQUITYCommon
                stock, Class A
            
            $
            1
            
            $
            1Paid-in
                capital
            
            
            67,000,000
            
            
            67,000,000Retained
                earnings
            
            
            8,495,884
            
            
            4,497,019Total
                stockholder’s equity
            
            $
            75,495,885
            
            $
            71,497,020




The
      balance sheets of RV Acquisition consisted of the following:




**March 31,**
              **2006**
            
            **December 31,**
              **2005**ASSETS:Investment
                in LD Holdings
            
            $
            75,495,885
            
            $
            71,497,020STOCKHOLDER’S
                EQUITYPreferred
                stock, Series A, including accrued dividends of $18,034,077 in 2006
                and
                $15,340,912 in 2005
            
            $
            80,034,077
            
            $
            77,340,912Common
                stock, $.01 par value
            
            
            50,000
            
            
            50,000Paid-in
                capital
            
            
            4,950,000
            
            
            4,950,000Accumulated
                deficit
            
            
            (9,538,192
            )
            
            (10,843,892
            )Total
                stockholder’s equity
            
            $
            75,495,885
            
            $
            71,497,020


-13-


**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 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.




**Overview**




We
      are
      the world’s largest single-site dealer of recreational vehicles (“RVs”) with the
      industry’s broadest selection of new and previously-owned RVs. We are a primary
      point of distribution for nine of the leading manufacturers in the recreational
      vehicle retail industry, an industry with sales of approximately $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.
      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 believe we are the nation’s largest single point of distribution
      for RVs.




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.


-14-


**Results
      of Operations**




**Three
      Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005
      (Unaudited)**




*Revenues* .
      Revenues decreased $7.3 million to $237.8 million in the three months ended
      March 31, 2006 from $245.1 million in the comparable period in 2005. Total
      new
      and pre-owned units sold decreased 212 units from 2005. In 2006, we experienced
      decreased volume in both motorized and towable units, as compared to the prior
      year. New vehicle sales drove the decrease and contributed $10.3 million to
      the
      decline, offset by increased pre-owned vehicle revenue (driven by increased
      sales prices), parts and service revenue and other revenue (includes $0.2
      million of marketing revenue from our RVLiving magazine).




*New
      Unit
      Sales* .
      The
      $10.3 million decrease of new vehicle sales was due to a decrease of $2.1
      million of rental income and a 70 unit decline in new unit sales from 1,107
      in
      the three months ended March 31, 2005 to 1,037 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 10.4% and 30.0%,
      respectively. We continue to receive rental income from rental units leased
      during the 2004/2005 hurricane season, however, the volume of units outstanding
      has decreased significantly. New unit sales by class in the three months ended
      March 31, 2006 compared to the three months ended March 31, 2005 is summarized
      as follows:




**Three
                Months Ended****March 31,**
              **2006**
            
            **March 31,**
              **2005**Class
                A - Diesel
            
            
            389
            
            
            434Class
                A - Gas
            
            
            184
            
            
            263Class
                C
            
            
            128
            
            
            88Total
                Motorized
            
            
            701
            
            
            785Fifth
                Wheel
            
            
            195
            
            
            201Travel
                Trailer
            
            
            141
            
            
            121Total
                Towable
            
            
            336
            
            
            322Total
                New Units
            
            
            1,037
            
            
            1,107


-15-


*Pre-Owned
      Unit Sales* .
      Sales
      of pre-owned vehicles increased $2.4 million to $85.7 million in the three
      months ended March 31, 2006 from $83.3 million in the comparable period in
      2005.
      This increase was primarily attributable to an increase in the average selling
      price of used units and an increase in the number of higher end used units
      sold,
      specifically Class A diesel units offset by decreases in all other classes.
      Unit
      sales of pre-owned vehicles, excluding wholesale units, decreased 142 units
      from
      1,347 in the three months ended March 31, 2005 to 1,205 in the comparable period
      in 2006. Pre-owned travel trailers decreased 99 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 March 31, 2006 compared
      to the three months ended March 31, 2005 is summarized as follows:




**Three
                Months Ended****March 31,**
              **2006**
            
            **March 31,**
              **2005**Class
                A - Diesel
            
            
            411
            
            
            368Class
                A - Gas
            
            
            318
            
            
            369Class
                C
            
            
            104
            
            
            123Total
                Motorized
            
            
            833
            
            
            860Fifth
                Wheel
            
            
            134
            
            
            149Travel
                Trailer
            
            
            134
            
            
            233Other
            
            
            104
            
            
            105Total
                Towable
            
            
            372
            
            
            487Total
                Pre-Owned Units
            
            
            1,205
            
            
            1,347


-16-


*Parts,
      Service and Other Revenues* .
      Parts
      and service revenues in the three months ended March 31, 2006 increased $0.5
      million compared to 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
      $0.1 million in the three months ended March 31, 2006 compared to 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 $37.8 million in the three months ended March 31, 2005
      to
      $36.8 million in the comparable period in 2006. Gross profit margin percentage
      increased slightly (0.1%) from 15.4% in the three months ended March 31, 2005
      to
      15.5% in the comparable period in 2006. The decease in gross profit was
      primarily due to a $0.7 million decrease in pre-owned vehicle margin, $0.9
      million decrease in new vehicle margin offset by a $0.6 million increase in
      parts & service margin. New vehicle margin in 2006 was negatively impacted
      by the decline in rental profit of $0.7 million.




*Selling,
      General and Administrative Expenses* .
      Selling, general and administrative expenses, including depreciation and
      amortization, increased from $24.5 million in the three months ended March
      31,
      2005 to $24.8 million in the comparable period in 2006. This increase was
      primarily due to increases in marketing expenses, insurance costs and utilities
      costs offset by decreased depreciation and amortization.





*Operating
      Profit* .
      Operating profit represents our gross profit, less selling, general and
      administrative expenses including depreciation and amortization. Operating
      profit decreased from $13.2 million in the three months ended March 31, 2005
      to
      $12.0 million in the comparable period in 2006. This decrease was due to the
      overall decrease in gross profit and increased selling, general and
      administrative expenses.




*Interest
      Expense—Floor Plan Credit Facility* .
      Interest expense on our floor plan credit facility increased from $0.9 million
      in the three months ended March 31, 2005 to $1.1 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 $4.5 million in the three months ended March
      31,
      2005 to $4.3 million in the comparable period in 2006.





*Income
      Tax Expense* .
      Income
      tax expense decreased from $2.8 million in the three months ended March 31,
      2005
      to $2.5 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 amended 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 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 three months ended March 31,
      2006 was equal to $31.7 million, compared with net cash provided by operating
      activities of $18.6 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, accounts receivables and refunds of tax payments
      made in prior periods offset by a decrease in net income (driven by decreases
      in
      unit sales) and an increase in prepaid expenses.




*Investing
      Activities* .
      Net
      cash used in investing activities was $0.5 million during the three months
      ended
      March 31, 2006, compared with net cash used in investing activities of $1.3
      million during the comparable period in 2005. The decrease in net cash used
      in
      investing activities during the three month period ended March 31, 2006
 versus 2005 was attributable to a decrease in purchases of property and
      equipment.




*Financing
      Activities* .
      Net
      cash used in financing activities during the three months ended March 31, 2006
      was $27.0 million, compared to $14.4 million during the comparable period in
      2005. The change was due to increased net payments under our floor plan
      agreement in 2006.





*Working
      Capital* .
      Working
      capital, including cash and cash equivalents, totaled approximately $28.3
      million at March 31, 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 new senior secured revolving credit facility
      and
      amended floor plan credit facility. As of March 31, 2006 , we had $85.0 million
      of borrowing capacity and $37.4 million of availability under our amended 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 subfacility.




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
      amended floor plan credit facility to fund our current operations and capital
      expenditures budgeted for 2006.


-18-


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





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 amended floor plan credit facility.





As
      of
      March 31, 2006, our capital expenditures approximated $0.5 million for the
      three-month period ended March 31, 2006. Our senior secured revolving credit
      facility and amended floor plan credit facility limits our ability to make
      capital expenditures in excess of $5.0 million per annum.





Based
      on
      current estimates, management believes that the amount of capital expenditures
      permitted to be made under our senior secured revolving credit facility and
      amended floor plan credit facility will be adequate to grow our business
      according to our business strategy and to maintain the properties and business
      of our continuing operations.





**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.


-19-


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.


-20-


**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 March
      31,
      2006 under this revolving credit facility. Amounts outstanding under floor
      plan
      financing arrangements bear interest at a variable rate based on prime or LIBOR
      as adjusted each interest period. As of March 31, 2006, based on the aggregate
      amount of $47.6 million outstanding under our amended floor plan financing
      facility as of such date, a 100 basis point change in interest rates would
      have
      changed our annual floor plan interest expense by approximately
      $0.5 million.




We
      continually evaluate our exposure to interest rate fluctuations and follow
      established policies and procedures to implement strategies designed to manage
      the amount of variable rate indebtedness outstanding at any point in time in
      an
      effort to mitigate the effect of interest rate fluctuations on our earnings
      and
      cash flows.




Interest
      rate fluctuations affect the fair market value of our fixed rate debt, including
      the Senior Notes, but with respect to such fixed rate instruments, do not impact
      our earnings or cash flows.




*Foreign
      Currency Exchange Rates* .
      We
      currently have very limited exposure to exchange rate risk as we have very
      limited foreign operations. Nearly all of our new and pre-owned vehicle
      inventories are sourced domestically.




*Inflation* .
      Although we cannot accurately anticipate the effect of inflation on our
      operations, we believe that inflation has not had, and is not likely in the
      foreseeable future to have, a material impact on our results of operations.




*Cyclicality* .
      Unit
      sales of recreational vehicles historically have been cyclical, fluctuating
      with
      general economic cycles. During economic downturns, the RV retailing industry
      tends to experience similar periods of decline and recession as the general
      economy. We believe that the industry is influenced by general economic
      conditions and particularly by consumer confidence, the level of personal
      discretionary spending, fuel prices, interest rates and credit availability.




*Seasonality
      and Effects of Weather* .
      Our
      operations generally experience higher volumes of vehicle sales in the first
      and
      fourth quarters of each year due in part to consumer buying trends and our
      hospitable warm climate during the winter months. The service and parts business
      experiences relatively modest seasonal fluctuations.




We
      have a
      single location near Tampa, Florida, which is in close proximity to the Gulf
      of
      Mexico. As a single-site operator, a severe weather event such as a hurricane
      could cause severe damage to our property and inventory. Although we believe
      we
      have adequate insurance coverage, if we were to experience a catastrophic loss,
      we may exceed our policy limits and/or we may have difficulty obtaining similar
      insurance coverage in the future. There was minimal impact to our facility
      as a
      result of hurricane activity throughout the state of Florida in 2005 and 2004.


-21-


**ITEM4.
      Controls and Procedures**




Our
      management, with the participation of our chief executive officer and chief
      financial officer, has evaluated the effectiveness of our disclosure controls
      and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934 (the “Exchange Act”) as of March 31, 2006. Based on this
      evaluation, our chief executive officer and chief financial officer have
      concluded that, as of March 31, 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
      months ended March 31, 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).


-22-


**PART
      II. OTHER INFORMATION**




**ITEM 1.
      Legal Proceedings**




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





**ITEM
      1A. Risk Factors**





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


-23-


**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




Lazy
                Days’ R.V. Center, Inc./s/
                John
                HortonBy:
            John
                HortonIts:
            Chief
                Executive Officer/s/
                Charles L.
                ThibaultBy:
            Charles
                L. ThibaultIts:
            Chief
                Financial OfficerDated:
                May 15, 2006






**EXHIBIT
      INDEX**




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




-24-