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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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Amendment No. 1 to FORM 10-Q



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



For the quarterly period ended September 30, 2005



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



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LAZY DAYS R.V. CENTER, INC.

(Exact name of registrant as specified in its charter)



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|                                                             |  |                                                     
|------------------------------------------------------------ |  | ----------------------------------------------------
|Florida                                                      |  | 59-1764794                                          
|(State of incorporation)                                     |  | (I.R.S. Employer Identification No.)                
|                                                             | 
|6130 Lazy Days Boulevard Seffner, Florida 33584-2968         |  | (800) 626-7800                                      
|(Address of Principal Executive Offices, including Zip Code) |  | (Registrants Telephone Number, Including Area Code)



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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 an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).    Yes ̈No  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 November 14, 2005, the registrant
had 100 shares of common stock outstanding.



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##### Table of Contents

TABLE OF CONTENTS



|                                                                                              |  |   
|--------------------------------------------------------------------------------------------- |  | --
|PART I.
FINANCIAL INFORMATION                                                                 |  |   
|ITEM 1.
Financial Statements                                                                  |  | 3 
|ITEM 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10
|ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk                            |  | 17
|ITEM 4.
Controls and Procedures                                                               |  | 17
|                                                                                              | 
|PART II.
OTHER INFORMATION                                                                    |  |   
|ITEM 1.
Legal Proceedings                                                                     |  | 18
|ITEM 2.
Unregistered Sales of Equity Securities and use of Proceeds                           |  | 18
|ITEM 3.
Defaults Upon Senior Securities                                                       |  | 18
|ITEM 4.
Submission of Matters to a Vote of Security Holders                                   |  | 18
|ITEM 5.
Other Information                                                                     |  | 18
|ITEM 6.
Exhibits                                                                              |  | 18
|                                                                                              | 
|SIGNATURES                                                                                    |  | 19



2



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##### Table of Contents

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



|                                                                |  |                    |             |                   |   |            
|--------------------------------------------------------------- |  | ------------------ | ----------- | ----------------- | - | -----------
|                                                                |  | September 30, 2005 |             | December 31, 2004
|                                                                |  | (Unaudited)        |             |                  
|ASSETS                                                          |  |                    |             |                   |   |            
|Current assets                                                  |  |                    |             |                   |   |            
|Cash                                                            |  | $                  | 6,490,017   |                   | $ | 5,103,556  
|Receivables, net                                                |  |                    | 18,139,549  |                   |   | 14,195,639 
|Refundable income taxes                                         |  |                    |            |                   |   | 7,503,869  
|Inventories                                                     |  |                    | 78,429,926  |                   |   | 85,960,847 
|Other current assets                                            |  |                    | 2,994,805   |                   |   | 2,925,440  
|                                                                |  |                    |             |                   |   |            
|Total current assets                                            |  |                    | 106,054,297 |                   |   | 115,689,351
|                                                                |  |                   
|Property and equipment, net                                     |  |                    | 37,170,947  |                   |   | 35,420,953 
|                                                                |  |                   
|Loan and other costs, net                                       |  |                    | 5,786,974   |                   |   | 6,658,442  
|Goodwill                                                        |  |                    | 106,357,614 |                   |   | 106,357,614
|Intangible assets, net                                          |  |                    | 78,307,188  |                   |   | 81,507,812 
|Other assets                                                    |  |                    | 865,574     |                   |   | 849,405    
|                                                                |  |                    |             |                   |   |            
|Total assets                                                    |  | $                  | 334,542,594 |                   | $ | 346,483,577
|                                                                |  |                    |             |                   |   |            
|LIABILITIES AND STOCKHOLDERS EQUITY                            |  |                    |             |                   |   |            
|Current liabilities                                             |  |                    |             |                   |   |            
|Floor plan notes payable                                        |  | $                  | 57,459,497  |                   | $ | 69,576,130 
|Current maturities of long-term debt                            |  |                    | 5,241,459   |                   |   |           
|Accounts payable and accrued expenses                           |  |                    | 10,155,253  |                   |   | 15,116,664 
|Accrued interest                                                |  |                    | 6,686,742   |                   |   | 2,282,111  
|Other current liabilities                                       |  |                    | 2,555,723   |                   |   | 4,654,260  
|Income taxes payable                                            |  |                    | 1,133,509   |                   |   |           
|                                                                |  |                    |             |                   |   |            
|Total current liabilities                                       |  |                    | 83,232,183  |                   |   | 91,629,165 
|                                                                |  |                   
|Long-term debt, less current maturities                         |  |                    | 143,825,928 |                   |   | 150,227,419
|Deferred income taxes                                           |  |                    | 33,039,966  |                   |   | 34,373,793 
|Other                                                           |  |                    | 2,789,861   |                   |   | 2,818,419  
|                                                                |  |                    |             |                   |   |            
|Total liabilities                                               |  |                    | 262,887,938 |                   |   | 279,048,796
|                                                                |  |                    |             |                   |   |            
|Stockholders equity                                            |  |                    |             |                   |   |            
|Common stock, $.01 par value: 100 shares issued and outstanding |  |                    | 1           |                   |   | 1          
|Paid-in capital                                                 |  |                    | 67,000,000  |                   |   | 67,000,000 
|Retained earnings                                               |  |                    | 4,654,655   |                   |   | 434,780    
|                                                                |  |                    |             |                   |   |            
|Total stockholders equity                                      |  |                    | 71,654,656  |                   |   | 67,434,781 
|                                                                |  |                    |             |                   |   |            
|Total liabilities and stockholders equity                      |  | $                  | 334,542,594 |                   | $ | 346,483,577
|                                                                |  |                    |             |                   |   |            



See accompanying notes
to condensed financial statements.



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##### Table of Contents

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, 2005 |             |   | September 30,2004 |   |             | September 30, 2005 |  | September 30, 2004
|Revenues                                     |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            
|New vehicle                                  |  | $                  | 100,317,796 |   |                   | $ | 90,277,420  |                    |  | $                  | 364,090,890 |  | $ | 365,877,978
|Pre-owned vehicle                            |  |                    | 55,267,427  |   |                   |   | 52,004,073  |                    |  |                    | 205,828,230 |  |   | 202,915,427
|Parts, service and other                     |  |                    | 9,230,640   |   |                   |   | 8,114,585   |                    |  |                    | 32,609,237  |  |   | 30,463,078 
|Finance and insurance                        |  |                    | 4,058,384   |   |                   |   | 4,088,037   |                    |  |                    | 16,240,431  |  |   | 17,253,306 
|                                             |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            
|Total revenues                               |  |                    | 168,874,247 |   |                   |   | 154,484,115 |                    |  |                    | 618,768,788 |  |   | 616,509,789
|                                             |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            
|Cost of revenues                             |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            
|New vehicle                                  |  |                    | 91,550,587  |   |                   |   | 81,444,600  |                    |  |                    | 330,671,776 |  |   | 331,771,932
|Pre-owned vehicle                            |  |                    | 48,699,566  |   |                   |   | 47,029,335  |                    |  |                    | 181,303,187 |  |   | 180,540,033
|Parts, service and other                     |  |                    | 4,321,373   |   |                   |   | 3,998,910   |                    |  |                    | 14,177,204  |  |   | 13,139,018 
|                                             |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            
|Total cost of revenues                       |  |                    | 144,571,526 |   |                   |   | 132,472,845 |                    |  |                    | 526,152,167 |  |   | 525,450,983
|                                             |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            
|Gross profit                                 |  |                    | 24,302,721  |   |                   |   | 22,011,270  |                    |  |                    | 92,616,621  |  |   | 91,058,806 
|                                             |  |                    |             |  
|Selling, general and administrative expenses |  |                    | 21,534,884  |   |                   |   | 19,778,667  |                    |  |                    | 69,804,159  |  |   | 68,251,214 
|                                             |  |                    |             |  
|Interest expense                             |  |                    | 5,260,735   |   |                   |   | 5,143,811   |                    |  |                    | 15,917,054  |  |   | 9,397,005  
|                                             |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            
|Income (loss) before income taxes            |  |                    | (2,492,898  | ) |                   |   | (2,911,208  | )                  |  |                    | 6,895,408   |  |   | 13,410,587 
|                                             |  |                    |             |  
|Income tax expense (benefit)                 |  |                    | (956,451    | ) |                   |   | (478,021    | )                  |  |                    | 2,675,533   |  |   | 4,996,929  
|                                             |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            
|Net income (loss)                            |  | $                  | (1,536,447  | ) |                   | $ | (2,433,187  | )                  |  | $                  | 4,219,875   |  | $ | 8,413,658  
|                                             |  |                    |             |   |                   |   |             |                    |  |                    |             |  |   |            



See accompanying notes
to condensed financial statements.



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##### Table of Contents

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

Condensed Statements of Cash Flows(Unaudited)



|                                                                                       |  |                    |             |   |                    |   |              |  
|-------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ------------------ | - | ------------ | -
|                                                                                       |  | Nine Months Ended  |            
|                                                                                       |  | September 30, 2005 |             |   | September 30, 2004 |  
|Cash flows from operating activities                                                   |  |                    |             |   |                    |   |              |  
|Net income                                                                             |  | $                  | 4,219,875   |   |                    | $ | 8,413,658    |  
|Adjustments to reconcile net income to net cash from operating activities              |  |                    |             |   |                    |   |              |  
|Depreciation of property and equipment                                                 |  |                    | 2,124,401   |   |                    |   | 1,559,629    |  
|Depreciation of rental vehicle inventory                                               |  |                    | 2,860,069   |   |                    |   | 235,725      |  
|Amortization of intangible costs                                                       |  |                    | 3,200,624   |   |                    |   | 2,275,312    |  
|Amortization and write-off of loan and other costs                                     |  |                    | 871,468     |   |                    |   | 3,362,441    |  
|Amortization of discount on long-term debt                                             |  |                    | 194,509     |   |                    |   | 90,131       |  
|Loss on debt extinguishment                                                            |  |                    | 95,200      |   |                    |   |             |  
|Deferred income taxes                                                                  |  |                    | (1,333,827  | ) |                    |   | (306,680     | )
|Gain on sale of property and equipment                                                 |  |                    | (1,451      | ) |                    |   | (3,212       | )
|Change in assets and liabilities                                                       |  |                    |             |   |                    |   |              |  
|Receivables                                                                            |  |                    | (3,943,910  | ) |                    |   | 6,130,273    |  
|Inventories                                                                            |  |                    | 4,670,852   |   |                    |   | (3,893,380   | )
|Accounts payable and accrued expenses                                                  |  |                    | (4,961,411  | ) |                    |   | (5,426,658   | )
|Income taxes                                                                           |  |                    | 8,637,378   |   |                    |   | (6,196,053   | )
|Other assets and liabilities                                                           |  |                    | 2,192,002   |   |                    |   | 3,897,298    |  
|                                                                                       |  |                    |             |   |                    |   |              |  
|Net cash provided by operating activities                                              |  |                    | 18,825,779  |   |                    |   | 10,138,484   |  
|                                                                                       |  |                    |             |   |                    |   |              |  
|Cash flows from investing activities                                                   |  |                    |             |   |                    |   |              |  
|Proceeds from sale of property and equipment                                           |  |                    | 11,905      |   |                    |   | 4,696        |  
|Purchases of property and equipment                                                    |  |                    | (3,884,849  | ) |                    |   | (1,269,470   | )
|Net advances to parent                                                                 |  |                    |            |   |                    |   | (106,611,394 | )
|                                                                                       |  |                    |             |   |                    |   |              |  
|Net cash used in investing activities                                                  |  |                    | (3,872,944  | ) |                    |   | (107,876,168 | )
|                                                                                       |  |                    |             |   |                    |   |              |  
|Cash flows from financing activities                                                   |  |                    |             |   |                    |   |              |  
|Net borrowings (payments) under floor plan                                             |  |                    | (12,116,633 | ) |                    |   | 9,847,756    |  
|Loan and other costs                                                                   |  |                    |            |   |                    |   | (7,174,786   | )
|Repayment of long-term debt                                                            |  |                    | (1,449,741  | ) |                    |   | (57,815,551  | )
|Issuance of long-term debt                                                             |  |                    |            |   |                    |   | 150,077,200  |  
|                                                                                       |  |                    |             |   |                    |   |              |  
|Net cash (used in) provided by financing activities                                    |  |                    | (13,566,374 | ) |                    |   | 94,934,619   |  
|                                                                                       |  |                    |             |   |                    |   |              |  
|Net change in cash                                                                     |  |                    | 1,386,461   |   |                    |   | (2,803,065   | )
|                                                                                       |  |                   
|Cash at beginning of period                                                            |  |                    | 5,103,556   |   |                    |   | 8,575,911    |  
|                                                                                       |  |                    |             |   |                    |   |              |  
|Cash at end of period                                                                  |  | $                  | 6,490,017   |   |                    | $ | 5,772,846    |  
|                                                                                       |  |                    |             |   |                    |   |              |  
|Supplemental disclosure of cash flow information                                       |  |                    |             |   |                    |   |              |  
|Cash paid during the period for interest                                               |  | $                  | 11,514,186  |   |                    | $ | 3,021,196    |  
|Cash paid (received) during the period for income taxes                                |  |                    | (4,628,018  | ) |                    |   | 10,123,408   |  
|                                                                                       |  |                   
|Non-cash investing and financing activities in conjuction with a business acquisition: |  |                    |             |   |                    |   |              |  
|Fair value of assets acquired                                                          |  | $                  |            |   |                    | $ | 325,115,634  |  
|Liabilities assumed                                                                    |  |                    |            |   |                    |   | 108,038,434  |  



See accompanying notes
to condensed financial statements.



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##### Table of Contents

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, 2004 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, 2004.



NOTE 2 - ACQUISITION



On May 14, 2004, RV Acquisition, Inc. (RV Acquisition), a newly formed holding company owned by an affiliate of Bruckmann, Rosser, Sherrill & Co., Inc. (BRS) and certain original shareholders of LD
Holdings, purchased all of the issued and outstanding shares of LD Holdings for a total purchase price of $217.1 million (the Acquisition). The Acquisition has been accounted for as a purchase and, accordingly, the acquired assets and
liabilities assumed have been recorded at their estimated fair values at the date of acquisition.



In connection with the Acquisition, the Company entered into a management services agreement with BRS and a shareholder of LD Holdings, whereby the
parties agreed to provide general management services to the Company, as defined. In exchange for these services, the Company agreed to pay the parties an annual management fee equal to the greater of: 1.75% of the Companys annual EBITDA, as
defined, or $500,000. Management fee expense for the three and nine-month periods ended September 30, 2005 was $152,235 and $573,849, respectively. Management fee expense for the three and nine-month periods ended September 30, 2004 was
$84,892 and $127,338, respectively.



NOTE 3 - RECEIVABLES



Receivables consist of the following:



|                                             |  |                    |            |   |                   |   |            |  
|-------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | - | ---------- | -
|                                             |  | September 30, 2005 |            |   | December 31, 2004 |  
|Contracts in transit and vehicle receivables |  | $                  | 12,177,169 |   |                   | $ | 8,716,717  |  
|Manufacturer receivables                     |  |                    | 5,041,508  |   |                   |   | 4,525,832  |  
|Finance and other receivables                |  |                    | 1,276,212  |   |                   |   | 1,390,936  |  
|                                             |  |                    |            |   |                   |   |            |  
|                                             |  |                    | 18,494,889 |   |                   |   | 14,633,485 |  
|                                             |  |                   
|Less: Allowance for doubtful accounts        |  |                    | (355,340   | ) |                   |   | (437,846   | )
|                                             |  |                    |            |   |                   |   |            |  
|                                             |  | $                  | 18,139,549 |   |                   | $ | 14,195,639 |  
|                                             |  |                    |            |   |                   |   |            |  



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.



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Notes to Condensed Financial Statements



NOTE 4 - INVENTORIES



Inventories consist of the following:



|                                                                                                       |  |                    |            |   |                   |   |            |  
|------------------------------------------------------------------------------------------------------ |  | ------------------ | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                       |  | September 30, 2005 |            |   | December 31, 2004 |  
|New recreational vehicles                                                                              |  | $                  | 55,190,135 |   |                   | $ | 57,996,423 |  
|Pre-owned recreational vehicles                                                                        |  |                    | 23,510,138 |   |                   |   | 20,041,678 |  
|Parts, accessories and other                                                                           |  |                    | 1,182,985  |   |                   |   | 1,322,872  |  
|                                                                                                       |  |                    |            |   |                   |   |            |  
|                                                                                                       |  |                    | 79,883,258 |   |                   |   | 79,360,973 |  
|                                                                                                       |  |                   
|Less: LIFO reserve                                                                                     |  |                    | (2,985,351 | ) |                   |   | (1,252,533 | )
|                                                                                                       |  |                    |            |   |                   |   |            |  
|                                                                                                       |  |                    | 76,897,907 |   |                   |   | 78,108,440 |  
|                                                                                                       |  |                   
|Rental recreational vehicles, less accumulated depreciation of $662,793 in 2005 and $2,060,039 in 2004 |  |                    | 1,532,019  |   |                   |   | 7,852,407  |  
|                                                                                                       |  |                    |            |   |                   |   |            |  
|                                                                                                       |  | $                  | 78,429,926 |   |                   | $ | 85,960,847 |  
|                                                                                                       |  |                    |            |   |                   |   |            |  



NOTE 5 - 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 (all acquired in connection with the Acquisition described in Note 2) and the related accumulated
amortization are summarized as follows:



|                                 |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|-------------------------------- |  | --------------------- | ---------- | ------------------------ | - | --------------------- |  | ------------------------ | ---------- |  | - | ---------
|                                 |  | September 30, 2005    |            | December 31, 2004       
|                                 |  | Gross Carrying Amount |            | Accumulated Amortization |   | Gross Carrying Amount |  | Accumulated Amortization
|Amortizable intangible assets:   |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|Manufacturer relationships       |  | $                     | 26,700,000 |                          | $ | 917,812               |  | $                        | 26,700,000 |  | $ | 417,188  
|Non-compete agreement            |  |                       | 9,000,000  |                          |   | 2,475,000             |  |                          | 9,000,000  |  |   | 1,125,000
|Customer database                |  |                       | 3,600,000  |                          |   | 3,600,000             |  |                          | 3,600,000  |  |   | 2,250,000
|                                 |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|                                 |  |                       | 39,300,000 |                          |   | 6,992,812             |  |                          | 39,300,000 |  |   | 3,792,188
|                                 |  |                       |            |                         
|Unamortizable intangible assets: |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|Trade names and trademarks       |  |                       | 46,000,000 |                          |   |                      |  |                          | 46,000,000 |  |   |         
|                                 |  |                       |            |                          |   |                       |  |                          |            |  |   |          
|                                 |  | $                     | 85,300,000 |                          | $ | 6,992,812             |  | $                        | 85,300,000 |  | $ | 3,792,188
|                                 |  |                       |            |                          |   |                       |  |                          |            |  |   |          



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Notes to Condensed Financial Statements



NOTE 5 - GOODWILL AND INTANGIBLE ASSETS (Continued)



Amortizable intangible assets are being amortized using the straight-line
method over forty years for manufacturer relationships, five years for the non-compete agreement and one year for the customer database. Trade names and trademarks are considered to have indefinite useful lives and are not being amortized.



Amortization expense for intangible assets for the three and
nine-month periods ended September 30, 2005 was $616,875 and $3,200,624, respectively, compared to $1,516,874 and $2,275,312 for the three and nine-month periods ended September 30, 2004 (See Note 2). Estimated amortization expense for the
three-month period ending December 31, 2005 and for each of the subsequent five years ending December 31 is: 2005 (three-months) - $616,875, 2006 - $2,467,500, 2007 - $2,467,500, 2008 - $2,467,500, 2009 - $1,342,500 and 2010 - $667,500.



NOTE 6 - FLOOR PLAN NOTES PAYABLE



Effective with the Acquisition, the Company amended its existing 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. On October 28, 2004, the agreement was amended further to permit 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 (6.69% at September 30, 2005) 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 September 30, 2005.



NOTE 7 - LONG-TERM DEBT



Effective with the Acquisition, the Company entered into 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 September 30, 2005. The Company had
outstanding letters of credit amounting to $2,500,000 at September 30, 2005. Interest on outstanding advances is payable monthly and is based on the prime rate or LIBOR (7.75% at September 30, 2005). Borrowings under the Revolver are
collateralized by substantially all of the Companys assets.



Concurrent with the Acquisition, 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 (Exchange Offer) of $137 million of its Senior Notes. The remaining Senior Notes totaling $15 million were ineligible for exchange. The Senior Notes mature
May 15, 2012 and bear interest at an annual rate of 11.75% payable each November 15 and May 15, to the registered holders at the close of business on November 1 and May 1 immediately preceding the interest payment date. The
outstanding balance of unsecured senior notes at September 30, 2005 was $149,062,928, net of unearned discount of $1,578,072.



The Senior Notes rank pari passu with the Companys existing and future senior debt. The Senior Notes are effectively subordinated to the Revolver
and amended floor plan credit facility to the extent of the assets securing such debt.



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##### Table of Contents

Lazy Days R.V. Center, Inc., a wholly owned

subsidiary of LD Holdings, Inc.

Notes to Condensed Financial Statements



NOTE 7 - LONG-TERM DEBT(Continued)



The Company has the option to redeem the Senior Notes on or after
May 15, 2008, at a defined premium plus accrued and unpaid interest to the date of redemption.



The Company is obligated to repurchase Senior Notes from all holders, on a pro rata basis, to the extent of 50% (or 58% in the case of the six-month
period ended December 31, 2004) of the Companys free cash flow, as defined, for any six-month period ending on either June 30 or December 31 or 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.



In accordance with the Senior Notes indenture, the Company made an
offer to repurchase Senior Notes to the extent of 50% of the Companys free cash flow for the six-month period ended June 30, 2005. In October, the offer was completed for $5,746,080, consisting of $5,237,000 in bond redemption (amount
recorded as a current maturity of long-term debt), a $252,685 redemption premium and $256,395 in accrued interest.



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##### Table of Contents

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, 2005 |            | December 31, 2004
|ASSETS:                    |  |                    |            |                   |   |           
|Investment in Lazydays     |  | $                  | 71,654,656 |                   | $ | 67,434,781
|                           |  |                    |            |                   |   |           
|STOCKHOLDERS EQUITY       |  |                    |            |                   |   |           
|Common stock, Class A      |  | $                  | 1          |                   | $ | 1         
|Paid-in capital            |  |                    | 67,000,000 |                   |   | 67,000,000
|Retained earnings          |  |                    | 4,654,655  |                   |   | 434,780   
|                           |  |                    |            |                   |   |           
|Total stockholders equity |  | $                  | 71,654,656 |                   | $ | 67,434,781
|                           |  |                    |            |                   |   |           



The balance sheets of
RV Acquisition consisted of the following:



|                                                                                                     |  |                    |            |   |                   |   |            |  
|---------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                     |  | September 30, 2005 |            |   | December 31, 2004 |  
|ASSETS:                                                                                              |  |                    |            |   |                   |   |            |  
|Investment in LD Holdings                                                                            |  | $                  | 71,654,656 |   |                   | $ | 67,434,781 |  
|                                                                                                     |  |                    |            |   |                   |   |            |  
|STOCKHOLDERS EQUITY                                                                                 |  |                    |            |   |                   |   |            |  
|Preferred stock, Series A, including accrued dividends of $12,811,069 in 2005 and $5,552,548 in 2004 |  | $                  | 74,811,069 |   |                   | $ | 67,552,548 |  
|Common stock, $.01 par value                                                                         |  |                    | 50,000     |   |                   |   | 50,000     |  
|Paid-in capital                                                                                      |  |                    | 4,950,000  |   |                   |   | 4,950,000  |  
|Accumulated deficit                                                                                  |  |                    | (8,156,413 | ) |                   |   | (5,117,767 | )
|                                                                                                     |  |                    |            |   |                   |   |            |  
|Total stockholders equity                                                                           |  | $                  | 71,654,656 |   |                   | $ | 67,434,781 |  
|                                                                                                     |  |                    |            |   |                   |   |            |  



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, 2004.



Forward-Looking information



Some of the statements contained in this report are forward-looking in nature. In some cases, you can identify forward-looking statements by terminology
such as believes, expects, may, will, should, anticipates or intends or the negative of such terms or other comparable terminology, or by discussions of strategy.
Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. Consequently, our actual results may materially differ from those projected by any forward-looking statements.
Some of the risks and uncertainties are discussed below in Cautionary Statement for Forward-Looking Information and elsewhere in this report.



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.



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##### Table of Contents

Overview



We are the worlds largest single-site dealer of recreational vehicles (RVs) with one of the industrys broadest selections 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. Located on a 126-acre facility 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). Our facilities feature a number of unique attractions including a 1,200-site outdoor showspace of new and pre-owned RVs, a 230-bay RV
servicing facility with a 6,600 sq. ft. Customer Service Pavilion that includes a professional full-time concierge station, complimentary Starbucks coffee concession, luxurious seating areas, flat screen televisions and wireless internet
connections. At our 299-site RallyPark, we hold over 100 rallies each year and provide our visitors the opportunity to meet and spend time with other RV enthusiasts. In addition, visitors to our site can enjoy complimentary meals at our Italian
style Café or visit our Learning Center for complimentary seminars.



We derive our revenues 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
the year ended December 31, 2004, we derived our revenues from these categories in the following percentages, 59.7%, 32.5%, 2.8%, 4.8% and 0.2%, 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. We believe we are the nations largest single point of distribution for RVs and a primary retail outlet for
nine of the leading manufacturers in the industry. Additionally, increased unit costs are immediately passed through to end customers. As a result, our gross profit margin has been 14.5%, 14.4% and 14.5% for the years ended December 31, 2004,
2003 and 2002, 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. For the year ended December 31, 2004, gross profit margins on new vehicles averaged
8.7% compared to 10.7% for pre-owned vehicles, and our gross profit from sales of new vehicles was $41.4 million and $27.9 million for pre-owned vehicles.



Salaries, commissions and benefits represent the largest component of our total selling, general and administrative (SG&A) expense and comprised more
than 50% of total SG&A expense. For the year ended December 31, 2004, approximately 13% of our SG&A expense consisted of commissions for our sales force which are directly correlated to RV vehicle sales levels. SG&A expense has
typically tracked revenue on a percentage basis.



Results of Operations



Three Months Ended September 30, 2005 Compared to Three Months
Ended September 30, 2004 (Unaudited)



Revenues. Revenues increased $14.4 million to $168.9 million in the three months ended September 30, 2005 from $154.5 million in the comparable period in 2004. Total new and pre-owned units sold increased 323 units from 2004. In
2005, we experienced increased volume in motorized and towable units, as compared to the prior year. New vehicle sales drove the increase and represented $10.0 million of the $14.4 million increase experienced, driven by increased motorized sales
and travel trailer sales to FEMA. Pre-owned vehicle sales were also strong compared to the prior year; representing $3.3 million of the increase experienced.



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##### Table of Contents

New Unit Sales. The $10.0 million increase of new vehicle sales was due to $0.5 million of rental
income and an increase in new unit sales from 840 in the three months ended September 30, 2004 to 970 in the comparable period in 2005. Towable units drove the increase including 247 travel trailers sold to FEMA. Class A gas units declined
slightly as Class A diesel and Class C units increased 4.4% and 58.2%, respectively. We continue to receive rental income from rental units leased during the 2004 hurricane season as lessees continue to extend their leases. More recently, we
entered into short-term lease agreements with FEMA for an additional 25 Class C units. New unit sales by class in the three months ended September 30, 2005 compared to the three months ended September 30, 2004 is summarized as follows:



|                 |  |                    |  |                   
|---------------- |  | ------------------ |  | ------------------
|                 |  | Three Months Ended
|                 |  | September 30, 2005 |  | September 30, 2004
|Class A - Diesel |  | 285                |  | 273               
|Class A - Gas    |  | 139                |  | 151               
|Class C          |  | 87                 |  | 55                
|                 |  |                    |  |                   
|Total Motorized  |  | 511                |  | 479               
|                 |  |                   
|Fifth Wheel      |  | 119                |  | 140               
|Travel Trailer   |  | 340                |  | 221               
|                 |  |                    |  |                   
|Total Towable    |  | 459                |  | 361               
|                 |  |                    |  |                   
|Total New Units  |  | 970                |  | 840               
|                 |  |                    |  |                   



Pre-Owned Unit
Sales. Sales of pre-owned vehicles were strongs increasing $3.3 million to $55.3 million in the three months ended September 30, 2005 from $52.0 million in the comparable period in 2004. This increase was primarily attributable to an
increase in the average selling price of used motorized units and an increase in the number of towable units sold, specifically travel trailer rental units (returns from our rental program). Unit sales of pre-owned vehicles, excluding wholesale
units, increased 193 units from 726 in the three months ended September 30, 2004 to 919 in the comparable period in 2005. Pre-owned travel trailers increased 193 units from the comparable period in 2004, which was primarily driven by the sale
of the rental return units. Pre-owned unit sales by class in the three months ended September 30, 2005 compared to the three months ended September 30, 2004 is summarized as follows:



|                      |  |                    |  |                   
|--------------------- |  | ------------------ |  | ------------------
|                      |  | Three Months Ended
|                      |  | September 30, 2005 |  | September 30, 2004
|Class A - Diesel      |  | 250                |  | 206               
|Class A - Gas         |  | 200                |  | 247               
|Class C               |  | 82                 |  | 70                
|                      |  |                    |  |                   
|Total Motorized       |  | 532                |  | 523               
|                      |  |                   
|Fifth Wheel           |  | 72                 |  | 74                
|Travel Trailer        |  | 263                |  | 70                
|Other                 |  | 52                 |  | 59                
|                      |  |                    |  |                   
|Total Towable         |  | 387                |  | 203               
|                      |  |                    |  |                   
|Total Pre-Owned Units |  | 919                |  | 726               
|                      |  |                    |  |                   



Parts, Service and
Other Revenues. Parts and service revenues in the three months ended September 30, 2005 increased $1.1 million compared to 2004. This was due to increases in retail and warranty sales.



Finance and Insurance Related Revenues. Finance, insurance and
extended warranty related revenues remained relatively flat in the three months ended September 30, 2005 compared to the same period in 2004. Financing opportunites decrease with towable products and FEMA units which are not candidates for
financing. The decrease in finance opportunites coupled with a declining interest rate spread due to rising interest rates caused finance and insurance related revenue to decrease.



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##### Table of Contents

Gross Profit. Gross profit consists of gross revenues less our cost of sales and services. Gross
profit increased from $22.0 million in the three months ended September 30, 2004 to $24.3 million in the comparable period in 2005. Gross profit margin increased from 14.2% in the three months ended September 30, 2004 to 14.4% in the
comparable period in 2005. The increase in gross profit was primarily due to a $1.6 million increase in pre-owned vehicle margin and a $0.8 million increase in parts, service and other margin offset by a slight decline in new vehicle margin. New
vehicle margin was positively impacted by $0.5 million of rental profit. Pre-owned vehicle margin increase was due to increased volume; specifically travel trailer sales. Parts, service and other margin increased due to increased retail and warranty
sales.



Selling, General and Administrative Expenses.
Selling, general and administrative expenses, including depreciation and amortization, increased from $19.8 million, or 12.8% of revenues, in the three months ended September 30, 2004 to $21.5 million, remaining at 12.8% of revenues, in the
comparable period in 2005. This increase was primarily due to increases in professional services expense, rent expense and marketing expenses related to the launch of our new lifestyle magazine, as well as increases in salary, commissions and
benefit expenses in 2005.



Operating Profit. Operating
profit represents our gross profit, less selling, general and administrative expenses including depreciation and amortization. Operating profit increased from $2.2 million in the three months ended September 30, 2004 to $2.8 million in the
comparable period in 2005. This increase was due to the overall increase in gross profit offset in part by increased selling, general and administrative expenses.



Interest ExpenseFloor Plan Credit Facility. Interest expense on our floor plan credit facility increased from
$0.7 million in the three months ended September 30, 2004 to $0.8 million in the comparable period in 2005. 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 and in 2004 on our senior credit facility. Other interest expense increased slightly from $4.4 million in the three months ended September 30, 2004 to
$4.5 million in the comparable period in 2005.



Income Tax
Benefit. Income tax benefit increased from $0.5 million in the three months ended September 30, 2004 to $1.0 million in the comparable period in 2005. This increase was primarily attributable to adjustments made during the quarter ended
September 30, 2004 to arrive at the full year expected tax rate.



Nine
Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004 (Unaudited)



Revenues. Revenues increased $2.3 million to $618.8 million in the nine months ended September 30, 2005 from $616.5 million in the comparable
period in 2004. In 2005, we experienced significantly lower volume in motorized units, as compared to the prior year, while towable unit sales increased.



New Unit Sales. The $1.8 million decrease of new vehicle sales was due to a decrease in new unit sales from 3,075 in the nine months ended
September 30, 2004 to 2,993 in the comparable period in 2005. Motorized, specifically Class A units, drove the overall decrease from 2004. Travel trailer sales increased as sales to FEMA drove the increase over last year, while Fifth wheel
sales were off 42 units. Despite the decrease mentioned above, rental income offset the decline by $4.1 million from the prior year. New unit sales by class in the nine months ended September 30, 2005 compared to the nine months ended
September 30, 2004 is summarized as follows:



|                 |  |                    |  |                   
|---------------- |  | ------------------ |  | ------------------
|                 |  | Nine Months Ended 
|                 |  | September 30, 2005 |  | September 30, 2004
|Class A - Diesel |  | 1,104              |  | 1,202             
|Class A - Gas    |  | 567                |  | 683               
|Class C          |  | 246                |  | 203               
|                 |  |                    |  |                   
|Total Motorized  |  | 1,917              |  | 2,088             
|                 |  |                   
|Fifth Wheel      |  | 495                |  | 537               
|Travel Trailer   |  | 581                |  | 450               
|                 |  |                    |  |                   
|Total Towable    |  | 1,076              |  | 987               
|                 |  |                    |  |                   
|Total New Units  |  | 2,993              |  | 3,075             
|                 |  |                    |  |                   



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Pre-Owned Unit Sales. Sales of pre-owned vehicles increased from $202.9 million in the nine months
ended September 30, 2004 to $205.8 million in the comparable period in 2005. This increase was primarily attributable to a 561 unit increase in travel trailers, specifically resales of returns from our rental program, offset by a 124 motorized
unit decline. Pre-owned sales increased 415 units from 2,996 in the nine months ended September 30, 2004 to 3,411 in the comparable period in 2005. Pre-owned unit sales by class in the nine months ended September 30, 2005 compared to the
nine months ended September 30, 2004 is summarized as follows:



|                      |  |                    |  |                   
|--------------------- |  | ------------------ |  | ------------------
|                      |  | Nine Months Ended 
|                      |  | September 30, 2005 |  | September 30, 2004
|Class A - Diesel      |  | 917                |  | 903               
|Class A - Gas         |  | 826                |  | 949               
|Class C               |  | 311                |  | 326               
|                      |  |                    |  |                   
|Total Motorized       |  | 2,054              |  | 2,178             
|                      |  |                   
|Fifth Wheel           |  | 322                |  | 324               
|Travel Trailer        |  | 789                |  | 228               
|Other                 |  | 246                |  | 266               
|                      |  |                    |  |                   
|Total Towable         |  | 1,357              |  | 818               
|                      |  |                    |  |                   
|Total Pre-Owned Units |  | 3,411              |  | 2,996             
|                      |  |                    |  |                   



Parts, Service and
Other Revenues. Parts and service revenues in the nine months ended September 30, 2005 increased $2.1 million compared to the nine months ended September 30, 2004. The increase was due to an increase in retail and warranty sales.



Finance and Insurance Related Revenues. Finance,
insurance and extended warranty related revenues decreased from $17.3 million in the nine months ended September 30, 2004 to $16.2 million in the comparable period in 2005. The decrease in finance, insurance and extended warranty related
revenues was primarily attributable to a decrease in motorized unit sales coupled with a decrease in the percentage of units for which we arranged financing, offset partially by a reduction in our chargebacks. Chargebacks typically decrease in an
increasing interest rate environment. In addition, fewer finance opportunities exist for towable product sales and no finance opportunities exist for FEMA sales.



Gross Profit. Gross profit increased to $92.6 million in the nine months ended September 30, 2005 from $91.1
million in the comparable period in 2004. Gross profit margin as a percentage of revenue increased from 14.8% in the nine months ended September 30, 2004 to 15.0% in the comparable period in 2005. New and pre-owned vehicle margin increased $1.5
million year over year. This was due to a $1.1 million increase in manufacturer incentives, a $0.8 million favorable adjustment to the valuation allowance established relative to the rental vehicle inventory and a significant increase in new and
used travel trailer sales offset by lower volume in new and used motorized unit sales. Furthermore, parts and service margin increased $1.1 million, rental income increased $1.4 million and finance and insurance margin declined $1.0 million year
over year. The $1.0 million decrease in the finance and insurance margin was due to a shift in model mix, offset by a $0.2 million year-to-date reduction in chargebacks.



Selling, General and Administrative Expenses. Selling, general and administrative expenses, including depreciation
and amortization, increased slightly from $68.3 million in the nine months ended September 30, 2004 to $69.8 million, in the comparable period in 2005. This increase was primarily due to a $6.6 million decrease in expenses related to our senior
note issuance and acquisition in 2004 offset primarily by increases in salary, commissions and benefit expenses and increases in rent expense, marketing initiatives (including the launch of our new lifestyle magazine), non-compete fees, management
fees, depreciation and professional services in 2005.



Operating Profit. Operating profit represents our gross profit, less selling, general and administrative expenses and depreciation and amortization. Operating profit remained relatively flat at $22.8 million in the nine months ended
September 30, 2005 and 2004.



Interest
ExpenseFloor Plan Credit Facility. Interest expense on our floor plan credit facility increased from $1.6 million in the nine months ended September 30, 2004 to $2.4 million in the comparable period in 2005. This was attributable to
an increase in average outstanding borrowings and adjustments in applicable interest rates under the floor plan credit facility due to increases in short-term interest rates during the period.



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Other Interest Expense. Other interest expense was related to interest expense under our Senior
Notes and our senior credit facility. Other interest expense increased from $7.8 million in the nine months ended September 30, 2004 to $13.5 million in the comparable period in 2005.



Income Tax Expense. Income tax expense decreased from $5.0 million in
the nine months ended September 30, 2004 to $2.7 million in the comparable period in 2005. This decrease was primarily attributable to the $6.5 million decrease in pre-tax income (driven by increased interest expense) we experienced during the
nine month period ended September 30, 2005 compared to the same period in 2004.



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 new 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 nine months ended September 30, 2005 was equal to $18.8 million, compared with net cash provided by operating activities of $10.1 million during the comparable period in 2004. This increase in net cash provided by operating activities for
2005 was primarily the result of a decrease in inventories and refunds of tax payments made in prior periods offset by a decrease in net income (driven by decreases in new unit sales) and an increase in accounts receivable.



Investing Activities. Net cash used in investing activities was $3.9
million during the nine months ended September 30, 2005, compared with net cash used in investing activities of $107.9 million during the comparable period in 2004. The decrease in net cash used in investing activities during the nine-month
period ended September 30, 2005 versus 2004 was primarily attributable to $106.6 million in investing activities attributable to the acquisition which occurred during 2004 somewhat offset by increased purchases of property and equipment.



Financing Activities. Net cash used in financing
activities during the nine months ended September 30, 2005 was $13.6 million, compared to $94.9 million provided by financing activities during the comparable period in 2004. The change was due to $85.1 million of net proceeds received from the
financing of the acquisition in 2004 offset by net payments under our floor plan agreement in 2005.



Working Capital. Working capital, including cash and cash equivalents, totaled approximately $22.8 million at September 30, 2005. 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 September 30,
2005, we had $85.0 million of borrowing capacity and $27.5 million of availability under our amended floor plan credit facility and $15.0 million of borrowing capacity and $12.5 million of availability under our new senior secured revolving credit
facility. We have nothing drawn under our senior secured revolving credit facility, while $2.5 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 2005.



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.



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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.



We anticipate that we will spend approximately $4.9 million on capital
expenditures in 2005, of which approximately $3.2 million will be used to upgrade our existing software and approximately $1.7 million will be used to maintain our facilities, and we expect to spend similar amounts on maintenance expenditures in
subsequent periods. As of September 30, 2005, our capital expenditures approximated $3.9 million for the nine-month period ended September 30, 2005. 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.



In May of 2005 we amended our floor plan credit facility to calculate our capital expense limitation on a per annum basis in a manner consistent with the capital expense limitations under our new senior secured credit
facility.



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.



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, 2004, 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;
| | - |  | ------------------------------------------------------



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| |  |  | 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 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, 2005 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 September 30, 2005, based on the aggregate amount of $57.5 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 $0.6 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, we believe that inflation has not had, and is not likely in the foreseeable future to have, a material impact on
our results of operations.



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



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



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



Item 4. Controls and Procedures



Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the Exchange Act)) as of September 30, 2005. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of September 30, 2005, 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.



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No change in our internal control over financial reporting occurred during the three and six-months ended
September 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).



PART II. OTHER INFORMATION



Item 1. Legal Proceedings



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



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



Not applicable.



Item 3. Defaults Upon Senior Securities



Not applicable.



Item 4. Submission of Matters to a Vote of Security Holders



Not applicable.



Item 5. Other Information



Not applicable.



Item 6. Exhibits



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



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



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SIGNATURES



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



Lazy Days R.V. Center, Inc./s/ John HortonBy:

John HortonIts:

Chief Executive Officer/s/ Charles L. ThibaultBy:

Charles L. ThibaultIts:

Chief Financial OfficerDated: February 16, 2006




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EXHIBIT INDEX



|       |  |                                                                                                   
|------ |  | --------------------------------------------------------------------------------------------------
|Number |  | Description of Exhibits                                                                           
|31.1   |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|       | 
|31.2   |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



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