UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-K/A

Amendment No. 1 to Form 10-K





(Mark One)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------

For the transition period from              to

Commission file number 0-52734





NGA HOLDCO, LLC

(Exact Name of Small Business Issuer as Specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 20-8349236                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

21 Waterway Avenue, Suite 150, The Woodlands, TX 77380

(Address of Principal Executive Offices)

713-559-7400

(Registrants Telephone Number, Including Area Code)





Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Class A Units





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

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 has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No  x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporate by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):



|                        |  |                                                |  |                           |  |  
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                              |  | Accelerated filer         |  |  ̈
|                        |  |                                                | 
|Non-accelerated filer   |  |  ̈  (Do not check if smaller reporting company) |  | Smaller reporting company |  | 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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates. None.





DOCUMENTS INCORPORATED BY REFERENCE

None









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EXPLANATORY NOTE

NGA HoldCo, LLC is filing this Amendment No. 1 (this amendment) on Form 10-K/A solely for the purpose of correcting
incorrectly checked boxes on the cover page of its annual report on Form 10-K for the year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission on June 5, 2012. The Company has not yet filed its quarterly report
on Form 10-Q for the three months ended March 31, 2012, which it plans to file as soon as is practicable.

Item 6. Exhibits



|           |  |                                                                                                        
|---------- |  | -------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                            
|           | 
|31.1       |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|           | 
|31.2       |  | Certification of Principal 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.



|                   |  |  |  |                 |  |                              
|------------------ |  |  |  | --------------- |  | -----------------------------
|                   |  |  |  | NGA HOLDCO, LLC
|                   |  |  | 
|Date: June 6, 2012 |  |  |  | By:             |  | /S/    Timothy T.
Janszen    
|                   |  |  |  |                 |  | Timothy T. Janszen           
|                   |  |  |  |                 |  | Operating Manager            
|                   |  |  |  |                 |  | (Principal Executive Officer)
|                   |  |  | 
|Date: June 6, 2012 |  |  |  | By:             |  | /S/    ROGER A.
MAY          
|                   |  |  |  |                 |  | Roger A. May                 
|                   |  |  |  |                 |  | Manager                      
|                   |  |  |  |                 |  | (Principal Financial Officer)