SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-KSB/A
  
 Annual
Report Under Section 13 or 15(d) of
 the
Securities Exchange Act of 1934
 
 For the
Fiscal Year Ended: January
31, 2008
 
 Commission
File No. 000-53185
 
 LG HOLDING
CORPORATION
 (Exact
Name of Small Business Issuer as specified in its charter)
 
 
 Colorado
              20-8025365(State
      or other jurisdiction
              (IRS
      Employer File Number)of
      incorporation)
 
 3413
      S Ammons Street #22-6Lakewood,
      CO
              80227(Address
      of principal executive offices)
              (zip
      code)
 
 
 (720)
323-2592
 (Registrant's
telephone number, including area code)
 
 Securities
Registered Pursuant to Section 12(b) of the Act: None
 
 Securities
Registered Pursuant to Section 12(g) of the Act:
 
 Common Stock, $.0.001 per
share par value
 
 
 Check
whether issuer is not required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act [ ]
 
 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: [X]    No: [ ]
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB/A.
[X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act):  Yes [ X ]   No [
].
 
 Registrant's
revenues for its most recent fiscal year were $94,255. The aggregate market
value of the voting stock held by nonaffiliates cannot be computed because the
Company’s securities do not trade in any market. The number of shares
outstanding of the Registrant's common stock, as of the latest practicable date:
 April 15, 2008, was 29,891,100.
  
 
 FORM
10-KSB/A
 
 LG
Holding Corporation
 
 INDEX
 PagePART
      IItem
      1. Description of Business
                3Item
      2. Description of Property
                11Item
      3. Legal Proceedings
                11Item
      4. Submission of Matters to a Vote of Security Holders
                11PART
      IIItem
      5. Market for Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                12Item
      6. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
                14Item
      7. Financial Statements
                F-1Item
      8. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosures
                17Item
      8A. Controls and Procedures
                17Item
      8B. Other Information
                17PART
      IIIItem
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act
                17Item
      10. Executive Compensation
                19Item
      11. Security Ownership of Certain Beneficial Owners
      and Management
                19Item
      12. Certain Relationships and Related Transactions
                20Item
      13. Exhibits and Reports on Form 8-K
                20Item
      14. Principal Accountant Fees and Services
                20Financial
      Statements pages
                F-1
      – F-8Signatures
                21
 -
2 -
 
 For
purposes of this document, unless otherwise indicated or the context otherwise
requires, all references herein to “LG,” “we,” “us,” and “our,” refer to LG
HOLDING CORPORATION, a Colorado corporation and our wholly-owned subsidiary, No
Worries Managed Network Services, Inc..
  Forward-Looking
Statements
 
 The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.
 
 When used
in this discussion, words such as "believes", "anticipates", "expects",
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that may affect
our business.






RISK
FACTORS




You
should carefully consider the following risk factors, together with the
information contained in this prospectus, any reports we file with the SEC and
the documents referred to herein.  You should also be aware that the
risks described below may not be the only risks relevant to your determination.
Instead, these are the risks that we believe most material to your
decision.




WE HAVE
ONLY BEEN RECENTLY FORMED AND HAVE A LIMITED OPERATING HISTORY. WE WERE NOT
PROFITABLE IN OUR MOST RECENT FISCAL YEAR OF OPERATION. HOWEVER, WE WERE
PROFITABLE  FROM INCEPTION THROUGH JANUARY 31, 2007. AS A RESULT,
THERE IS NO WAY TO KNOW WHETHER WE CAN SUSTAIN PROFITABILITY.
  We were
formed as a Colorado business entity in December, 2006. Our subsidiary is a
Colorado company formed in August, 2006. At the present time, we are only
minimally capitalized and have limited operating activity. We do not have an
extended history of operations. We had a net loss of $13,081 for the fiscal
year ended January 31, 2008, our first full fiscal year. However, we had a net
profit of $8,511 from inception through January 31, 2007. As a result, we cannot
guarantee that we will be able to sustain profitability.
  BECAUSE
WE HAVE INCURRED AN OPERATING LOSS FOR THE FISCAL YEAR ENDED JANUARY 31, 2008,
OUR ACCOUNTANTS HAVE EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
  For the
fiscal year ended January 31, 2008, our accountants have expressed doubt about
our ability to continue as a going concern as a result of our net loss. Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon:
  -
3 -
  ♦
 ♦
 Based
upon current plans, we may incur operating losses in future periods because we
may, from time to time, be incurring expenses but not generating sufficient
revenues. We expect approximately $200,000 in operating costs over the next
twelve months. We cannot guarantee that we will be successful in generating
sufficient revenues or other funds in the future to cover these operating costs.
Failure to generate sufficient revenues will cause us to go out of
business.


WE HAVE A
LACK OF LIQUIDITY AND MAY NEED ADDITIONAL FINANCING IN THE FUTURE. IF WE CANNOT
SECURE ADDITIONAL FINANCING WHEN WE NEED IT, WE MAY BE REQUIRED TO CURTAIL OUR
OPERATIONS.
  We
presently have no substantial liquidity. We are only minimally capitalized.We have been  profitable from inception (August 24, 2006)
through January 31, 2007.We had
a net loss for the fiscal year ended January 31, 2008, our first full fiscal
year.We plan to adjust our expenses as necessary to prevent cash flow or
liquidity problems. We can control the substantial part of our expenses by
foregoing the hiring of extra personnel and plan to use this to adjust our
expenses. If we are unsuccessful in adequately adjusting our expenses, which we
do not foresee at this time, we may need addition­al financ­ing of some
type, which we do not now pos­sess, to continue our operations. We expect to
rely principally upon recent private placement offering  completed
in August, 2007, in which we
raised a total of $33,050,and our ability to operate at a profit, the
success of which cannot be guaranteed. To the extent that we experience a
substantial lack of liquidity, our development in accordance with our proposed
plan may be delayed or indefinitely postponed, which could mean that a
shareholder’s investment might never become valuable or could become
worthless.




AS A
COMPANY WITH LIMITED OPERATING HISTORY, WE ARE INHERENTLY A RISKY INVESTMENT.
OUR OPERATIONS ARE SUBJECT TO OUR ABILITY TO SUCCESSFULLY MARKET OUR
PROJECTS.




Because
we are a company with a limited history, the operations in which we engage in,
providing information technology service support to business organizations, is
extremely risky, subject to numerous risks. Our operations will depend, among
other things, upon our ability to develop and to market our services and
products to our customers. Further, there is the possibility that our operations
will not generate income sufficient to meet operating expenses or will generate
income and capital appreciation, if any, at rates lower than those anticipated
or necessary to sustain the investment. Our operations may also be affected by
factors which are beyond our control, such as general market conditions or
consumer tastes.  Any of these problems, or a combination thereof,
could mean that a shareholder’s investment might never become valuable or could
become worthless.


INTENSE
COMPETITION IN OUR MARKET COULD PREVENT US FROM DEVELOPING REVENUE AND PREVENT
US FROM ACHIEVING ANNUAL PROFITABILITY.
 
 We
provide defined information technology service support services to our clients.
The barriers to entry are not significant. Our services could be rendered
noncompetitive or obsolete. Competition from more established companies in our
defined market niche is a significant threat and expected to increase. Most of
the companies with which we compete and expect to compete have far greater
capital resources, and many of them have substantially greater experience in
providing the kinds of services which we provide. Our ability to compete
effectively may be adversely affected by the ability of these competitors to
devote greater resources than we can.
 
 OUR
ABILITY TO GROW OUR BUSINESS DEPENDS ON RELATIONSHIPS WITH OTHERS.  WE
HAVE LIMITED ESTABLISHED RELATIONSHIPS AT THIS TIME. WE MAY NEVER DEVELOP
SUFFICIENT RELATIONSHIPS IN THE FUTURE TO GROW OUR
OPERATIONS.  FURTHER, IF WE LOSE OUR EXISTING RELATIONSHIPS, WE COULD
LOSE OUR ABILITY TO BE PROFITABLE.
  -
4 -
  All of
our revenue and gross profit comes from providing services to our clients. While
our relationships will change from time to time, we must rely upon our ability
to provide quality service to our clients.  We have established
limited relationships. In order to develop our operations, we must develop more
relationships with additional clients. Our ability to generate revenue would
diminish and our operations and results of operations would suffer if we cannot
develop sufficient relationships in the future or if we we lose existing
relationships.  Any of these problems, or a combination thereof, could
mean that a shareholder’s investment might never become valuable or could become
worthless.
 
 WE MAY
NEED TO SUSTANTIALLY INVEST IN MARKETING EFFORTS IN ORDER TO GROW OUR BUSINESS,
WHICH IS EXPENSIVE.
 
 In order
to grow our business, we will need to develop and maintain widespread
recognition and acceptance of our company, our business model and our
services. We have not presented our service offering to the potential market. We
plan to rely primarily on word of mouth from our existing contacts we develop
personally through industry events to promote and market ourselves. In order to
successfully grow our company, we may need to significantly increase our
financial commitment to creating awareness and acceptance of our company among
retailers, which would be expensive. To date, marketing and advertising expenses
have been negligible. If we fail to successfully market and promote our
business, we could lose potential clients to our competitors, or our growth
efforts may be ineffective. If we incur significant expenses promoting and
marketing ourselves, it could delay or completely forestall our
profitability.
  OUR
BUSINESS IS NOT DIVERSIFIED, WHICH COULD RESULT IN SIGNIFICANT FLUCTUATIONS IN
OUR OPERATING RESULTS.
 All of
our business is involved in the marketing of information technology service
support to business organizations for their computers and associated information
technology equipment. As a result, our business is dependent upon trends in the
sector. Downturns in this sector could mean that a shareholder’s investment
might never become valuable or could become worthless. A downturn in this sector
may reduce our stock price, even if our business is successful.
  OUR
BUSINESS SUCCESS IS LINKED CLOSELY TO THE BUSINESS CYCLE OF THE DENVER
METROPOLITAN AREA AND US ECONOMY. DOWNTURNS IN THEIR BUSINESS CYCLES COULD HAVE
A NEGATIVE IMPACT ON OUR REVENUES AND PROFITS.
  Currently,
we provide our services completely within the Denver Metropolitan area. We may
everntually expand throughout the United States. In any case, we will be tied to
the business cycles for the purchases, upgrading, and servicing of computers and
associated information technology equipment of both the Denver Metropolitan area
and the U.S. economy in general. To the extent that a downturn in economic
activity in these areas have a negative effect on our clients and potential
clients plans for purchasing, upgrading, or servicing of their equipment, we
could see our revenues and profits decrease.
  OUR
SUCCESS WILL BE DEPENDENT UPON OUR PRESIDENT'S EFFORTS.


Our
success will be dependent upon the decision making of our President, Mr. Allan
Reeh. He intends to commit as much time as necessary to our business, but this
commitment is no assurance of success. The loss of Mr. Allan Reeh, could cause
our company to cease operation, which could mean that a shareholder’s investment
might never become valuable or could become worthless. We have no written
employment agreement with Mr. Allan Reeh. We have not obtained key man life
insurance on his life.


-
5 -




OUR STOCK
PRICE MAY BE VOLATILE, AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT OR ABOVE
THE PUBLIC SALE PRICE.
 
 There has
been, and continues to be, no public market for our common stock. An active
trading market for our shares has not, and may never develop or be sustained. If
you purchase shares of common stock, you may not be able to resell those shares
at or above the initial price you paid. The market price of our common stock may
fluctuate significantly in response to numerous factors, some of which are
beyond our control, including the following:





*
            actual
      or anticipated fluctuations in our operating results;*
            changes
      in financial estimates by securities analysts or our failure to perform in
      line with such estimates;*
            changes
      in market valuations of other interior design oriented companies,
      particularly those that market services such as ours;*
            announcements
      by us or our competitors of significant innovations, acquisitions,
      strategic partnerships, joint ventures or capital
    commitments;*
            introduction
      of product enhancements that reduce the need for our products or
      services;*
            the
      loss of one or more key clients; and*
            departures
      of key personnel.




Of our
total outstanding shares as of March 31,
2008, a total of 29,891,100, Or approximately 99%, will be restricted
from immediate resale but may be sold into the market in the near future. 
This could cause the market price of our common stock to drop significantly,
even if our business is doing well.


As
restrictions on resale end, the market price of our stock could drop
significantly if the holders of restricted shares sell them or are perceived by
the market as intending to sell them.




OUR STOCK
HAS NO PUBLIC TRADING MARKET AND THERE IS NO GUARANTEE A TRADING MARKET WILL
EVER DEVELOP FOR OUR SECURITIES.




There is
presently no demand for our common stock. There is presently no public market
for the shares being offered in this prospectus. While we do intend to apply for
quotation in the Over-the-Counter Bulletin Board, we cannot guarantee that our
application will be approved and our stock listed and quoted for sale. If no
market is ever developed for our common stock, it will be difficult for you to
sell any shares you purchase by this registration statement. In such a case, you
may find that you are unable to achieve any benefit from your investment or
liquidate your shares without considerable delay, if at all. In addition, if we
fail to have our common stock quoted on a public trading market, your common
stock will not have a quantifiable value and it may be difficult, if not
impossible, to ever resell your shares, resulting in an inability to realize any
value from your investment.




The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.




APPLICABLE
SEC RULES GOVERNING THE TRADING OF “PENNY STOCKS” LIMITS THE LIQUIDITY OF OUR
COMMON STOCK, WHICH MAY AFFECT THE TRADING PRIC OF OUR COMMON
STOCK.




Our
common stock is currently not quoted on in any market. If our common stock
becomes quoted, we anticipate that it will trade well below $5.00 per share. As
a result, our common stock is considered a “penny stock” and is subject to SEC
rules and regulations that impose limitations upon the manner in which our
shares can be publicly traded.  These regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock and the associated risks.  Under
these regulations, certain brokers who recommend such securities to persons
other than established customers or certain accredited investors must make a
special written suitability determination for the purchaser and receive the
written purchaser’s agreement to a transaction prior to
purchase.  These regulations have the effect of limiting the trading
activity of our common stock and reducing the liquidity of an investment in our
common stock.





-
6 -




THE
OVER-THE-COUNTER MARKET FOR STOCK SUCH AS OURS IS SUBJECT TO EXTREME PRICE AND
VOLUME FLUCTUATIONS.




The
securities of companies such as ours have historically experienced extreme price
and volume fluctuations during certain periods. These broad market fluctuations
and other factors, such as new product developments and trends in the our
industry and in the investment markets generally, as well as economic conditions
and quarterly variations in our operational results, may have a negative effect
on the market price of our common stock.





BUYING
LOW-PRICED PENNY STOCKS IS VERY RISKY AND SPECULATIVE.




The
shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, and rules of the Commission. The Exchange Act and such
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other than
certain accredited investors who are, generally, institutions with assets in
excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 jointly with spouse, or in
transactions not recommended by the broker-dealer. For transactions covered by
the penny stock rules, a broker-dealer must make a suitability determination for
each purchaser and receive the purchaser's written agreement prior to the sale.
In addition, the broker-dealer must make certain mandated disclosures in penny
stock transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may affect the ability of
broker-dealers to make a market in or trade our common stock and may also affect
your ability to resell any shares you may purchase in the public
markets.




RESALE
LIMITATIONS IMPOSED BY MOST STATES WILL LIMIT THE ABILITY OF OUR SHARHEHOLDERS
TO SELL THEIR SECURITIES UNLESS THEY ARE COLORADO RESIDENTS.




The only
state in which we plan to register this offering is Colorado. As a result, our
selling shareholders may be limited in the sale of their Shares. The laws of
most states require either an exemption from prospectus and registration
requirements of the securities laws to sell their shares or registration for
sale by this prospectus. These restrictions will limit the ability of
non-residents of Colorado to sell the securities. Residents of other states must
rely on available exemptions to sell their securities, such as Rule 144, and if
no exemptions can be relied upon, then the selling shareholders may have to hold
the securities for an indefinite period of time. Shareholders of states other
than Colorado should consult independent legal counsel to determine the
availability and use of exemptions to re-sell their securities.




WE DO NOT
EXPECT TO PAY DIVIDENDS ON COMMON STOCK




We have
not paid any cash dividends with respect to our common stock, and it is unlikely
that we will pay any dividends on our common stock in the foreseeable future.
Earnings, if any, that we may realize will be retained in the business for
further development and expansion.


-
7 -




General
  We are a Colorado corporation. Our principal business address is 3413 S Ammons
Street #22-6, Lakewood, CO 80227. Our telephone number is (720)
323-2592.  We were incorporated under the laws of the State of
Colorado on December 5, 2006. We have active operations. Our business is to
provide information technology service support to business organizations. We
have no website, but our subsidiary, No Worries Managed Network Services,
Inc.  has a web site, www.noworriesmns.com.
  In
January, 2007, we acquired all of the issued and outstanding shares of No
Worries Managed Network Services, Inc., a Colorado corporation which was formed
in August, 2006 to provide information technology service support to business
organizations. No Worries Managed Network Services, Inc. was owned by our
President, who exchanged all of his common stock in No Worries Managed Network
Services, Inc. in a tax-free exchange for a majority of the common shares of the
Company. As a result of the transaction, No Worries Managed Network Services,
Inc. is now our wholly-owned subsidiary.
 
 In
August, 2007, we completed a registered offering of our common shares under the
provisions of the Colorado securities laws and under an exemption from the
federal securities laws. We sold a total of 66,100 common shares at a price of
$0.50 per share to a total of fifty-four investors. We raised a total of $33,050
in this offering.
 
 Organization
 
 As of
January 31, 2008, we are comprised of one corporation with one wholly-owned
subsidiary, No Worries Managed Network Services, Inc. All of our operations
are conducted through No Worries Managed Network Services, Inc.
 
 Operations
 
 Our
business is to provide office business organizations information technology
service and support to for their computers and associated information technology
equipment.  We perform routine routine maintenance and upgrade
services for computers and associated information technology equipment as well
as diagnostic work to solve software problems. For example, we check for the
efficient operation of the computers, including scanning for viruses. We clean
the hardware, as may be required. We update all programs to the most current
operating formats.
  We
customarily provide services directly between our computers and the clients’
computers through the No Worries Managed Network Services, Inc. web site, www.noworriesmns.com.,
However, Mr. Reeh can visit the client’s office, if necessary. We offer a
pre-negotiated fee to our recurring clients for such support, which averages
approximately $60 per month per computer. For this fee, we provide routine
maintenance and upgrade services for computers and associated information
technology equipment.
 
 For more
detailed support, which includes additional diagnostic work on the computers and
associated information technology equipment, we charge a monthly fee at the rate
of $70 per hour to our recurring clients. For all clients who are not recurring,
we charge at the rate of $100 per hour for our support services. At the present
time, we have approximately ninety managed computers among eight different
clients, who pay monthly fees.
  It should
be noted, however, that the Company does not have an extensive history of
operations. To the extent that management is unable to maintain
profitability by having sufficient revenues or by keeping expenses in line
with income, our business could fail. This would cause management to consider
liquidation or merger. No market surveys have ever been conducted to determine
demand for our services. Therefore, there can be no assur­ance that we will
ever reach a sustained level of profitability.
 
 In the
future, we may expand by offering to sell computer hardware or software in
connection with our services. We see this line of business as being the next
potential step on our development. We have no present plans to do so,
however.
 
 Once we
have developed a program of selling both services and products, we will look to
expand our activities throughout Colorado, and, eventually, nationwide. We have
not begun to plan this phase of our development. At the present time, we are
completely focused on providing our current range of services in the Denver
Metropolitan area.
  -
8 -
  At the
present time, we have no plans to raise any additional funds within the next
twelve months. Any working capital will be expected to be generated from
internal operations. However, to the extent that we plan to expand, we reserve
the right to examine possible additional sources of funds, including, but not
limited to, equity or debt offerings, borrowings, or joint
ventures.
 
 In
addition we may expand through acquisition. We will not only look at our present
industry but will reserve the right to investigate and, if warranted, merge with
or acquire the assets or common stock of an entity actively engaged in business
which generates revenues. We will seek opportunities for long-term growth
potential as opposed to short-term earnings. As of the date hereof, we have no
business opportunities under investigation. None of our officers, directors,
affiliates have engaged in any preliminary contact or discussions with any
representative of any other company regarding the possibility of an acquisition
or merger between us and such other company.
 
 We have
one full-time employee, our President, Mr. Reeh.  He has received
compensation since our inception. See “Executive Compensation,”
below.
 
 We
reimburse our employee for all necessary and customary business related
expenses. We have no plans or agreements which provide health care, insurance or
compensation on the event of termination of employment or change in our
control.
 
 We do not
pay our Directors separately for any Board meeting they attend.
 
 Markets
 
 We
actively market our services and utilize the expertise and existing business
relationships of our President and largest shareholder, Mr. Allan Reeh, to
develop additional clients. In addition, we  advertise in local
newspapers.  Our marketing plan is focused completely on developing
our customer base in the Denver  Metropolitan area.
 
 Raw
Materials
  We do not believe that raw materials are a material factor in our business now
or in the future
 
 Clients
and Competition
 
 Generally,
the information technology business, particularly the segment which involves
servicing and maintenance, is very dynamic and subject to rapid change. There
appear to be two principal sources of competition, the largest of which consists
of individual proprietors and smaller firms such as our company. We believe that
this is its largest potential competitor group. The second group consists of
larger firms, such as Geeks on Call, which is the largest national firm, and
Geek Squad. Both companies specialize in providing total business services to
larger companies that choose to outsource. These larger firms provide
competition to us. However, we do not consider the larger firms to be as direct
a source of competition to us as other independent providers because the larger
firms deal with larger customers and consumers, while we primarily deals with
small business.
 
 Almost
all of the companies in this industry have greater resources, history and
expertise than we do. In view of our combined extremely limited financial
resources and limited personnel, we believe that we will continue to be at a
significant competitive disadvantage compared to our competitors.
 
 Our
principal effort at this point will be to expand our client base. No single
company currently dominates this business. We believe that the primary reason
that clients would use our services rather than competitors would be the
existing relationships that exist.  We believe that client loyalty and
satisfaction can be the basis for success in our business. Therefore, we plan to
develop and expand on already existing relationships to develop a competitive
edge. There can be no guarantee that we will be able to compete successfully in
the future.
 
 Backlog
 
 At
January 31, 2008, we had no backlogs.
  -
9 -
  Employees
 
 We
have one full-time employee, our President, Mr. Reeh.  He has received
compensation since our inception. See “Executive Compensation,” below. We
reimburse our employee for all necessary and customary business related
expenses.
 
 We have
no plans or agreements which provide health care, insurance or compensation on
the event of termination of employment or change in our control.
 
 We do not
pay our Directors separately for any Board meeting they attend.
 
 Proprietary
Information
 
 We
own no proprietary information.
 
 Government
Regulation
 
 We
believe that governmental regulation will not be significant to us now or in the
future.
 
 Research
and Development
 
 We have
never spent any amount in research and development activities.
 
 Environmental
Compliance
 
 We
believe that we are not subject to any material costs for compliance with any
environmental laws.
  How
to Obtain Our SEC Filings
 
 We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.
 
 Our
investor relations department can be contacted at our principal executive office
located at our principal office, located at 3413 S Ammons Street #22-6,
Lakewood, CO 80227. Our telephone number is (720) 323-2592.
  ITEM
2. DESCRIPTION OF PROPERTY.
 
 We
currently occupy office space on a rent-free basis from one of our officers Mr.
Allan Reeh, which is also Mr. Reeh’s home. We currently occupy approximately 500
square feet of office space which we rent from from President and largest
shareholder on a month-to-month basis, currently without charge. This space is
considered to be sufficient for  us at the present time. We own office
equipment to furnish our offices. All of our management activities are performed
in Colorado. We have no website, but our subsidiary, No Worries Managed
Network Services, Inc.  has a web site,
www.noworriesmns.com.
 
 ITEM
3. LEGAL PROCEEDINGS.
 
 We are not a party to any material
legal proceedings, nor is our property the subject of any material legal
proceeding.
  ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 We held no shareholders meeting in the
fourth quarter of our fiscal year.
  -
10 -
  PART
II
 
 ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
  Holders
  As of
March 31, 2008, there were 57 record holders of our common stock and there were
29,891,100 shares of our common stock outstanding. No public market currently
exists for shares of our common stock. We intend to apply to have our common
stock listed for quotation on the Over-the-Counter Bulletin
Board.
 
 The
Securities Enforcement and Penny Stock Reform Act of 1990
 
 The
Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
  A
purchaser is purchasing penny stock which limits the ability to sell the stock.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
  The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:
 
 ♦
              contains
      a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary
  trading;
 
 ♦
              contains
      a description of the broker's or dealer's duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other requirements of the Securities Act of
      1934, as amended;
 
 ♦
              contains
      a brief, clear, narrative description of a dealer market, including "bid"
      and "ask" prices for penny stocks and the significance of the spread
      between the bid and ask price;
 
 ♦
              contains
      a toll-free telephone number for inquiries on disciplinary
      actions;
 
 ♦
              defines
      significant terms in the disclosure document or in the conduct of trading
      penny stocks; and
 
 ♦
              contains
      such other information and is in such form (including language, type, size
      and format) as the Securities and Exchange Commission shall require by
      rule or regulation;
 
 The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
 
 ♦
              the
      bid and offer quotations for the penny
stock;
 
 ♦
              the
      compensation of the broker-dealer and its salesperson in the
      transaction;
 
 ♦
              the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and
 
 ♦
              monthly
      account statements showing the market value of each penny stock held in
      the customer's account.
 
  -
11 -
  
 In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
 
 Equity
Compensation Plan Information
 
 We have no outstanding stock options or other equity compensation
plans.
 
 Reports
 
 Once our
registration statement under Form S-1 has been declared effective, we will be
subject to certain reporting requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountants, and will
furnish unaudited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.
  Stock
Transfer Agent
 
 The
stock transfer agent for our securities is Corporate Stock Transfer of Denver,
Colorado.  Their address is 3200 Cherry Creek Drive South, Suite 430,
Denver, Colorado 80209. Their phone number is (303) 282-4800.
  Dividend
Policy
 
 We
have not previously declared or paid any dividends on our common stock and do
not anticipate declaring any dividends in the foreseeable future. The payment of
dividends on our common stock is within the discretion of our board of
directors. We intend to retain any earnings for use in our operations and the
expansion of our business. Payment of dividends in the future will depend on our
future earnings, future capital needs and our operating and financial condition,
among other factors that our board of directors may deem relevant. We are not
under any contractual restriction as to our present or future ability to pay
dividends.
 
 ITEM
6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 This
Management’s Discussion and Analysis or Plan of Operation contains
forward-looking statements that involve future events, our future performance
and our expected future operations and actions. In some cases, you can identify
forward-looking statements by the use of words such as “may”, “will”, “should”,
“anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”,
“estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these
terms or other similar expressions. These forward-looking statements are only
our predictions and involve numerous assumptions, risks and uncertainties. Our
actual results or actions may differ materially from these forward-looking
statements for many reasons, including, but not limited to, the matters
discussed in this report under the caption “Risk Factors”. We urge you not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus. We undertake no obligation to publicly update any
forward looking-statements, whether as a result of new information, future
events or otherwise.
 
 The
following table provides selected financial data about us for the period from
inception (August 24, 2006) through January 31, 2007 and for the fiscal year
ended January 31, 2008.  For detailed financial information, see the
audited Financial Statements included in this prospectus.
  -
12 -
 
 
 Balance Sheet Data:
      1/31/07Cash
              
              $
              7,938Total
      assets
              
              $
              19,984Total
      liabilities
              
              $
              6,330Shareholders'
      equity
              
              $
              13,654Balance
      Sheet Data:1/31/08Cash
              
              $
              18,087Total
      assets
              
              $
              60,016Total
      liabilities
              
              $
              37,643Shareholders'
      equity
              
              $
              22,373
  Operating Data:
      1/31/07Revenue
              
              $
              35,024Operating
      Expenses
              
              $
              26,513Net
      Income
              
              $
              8,511Operating Data:
      1/31/08Revenue
              
              $
              94,255Operating
      Expenses
              
              $
              110,493Net
      Income
              
              $
              (13,081
              )
  Results
of Operations
  We have a limited operating history. We were incorporated in December, 2006. In
January, 2007, we acquired all of the issued and outstanding shares of No
Worries Managed Network Services, Inc., a Colorado corporation which was formed
in August, 2006 to provide information technology service support to business
organizations. No Worries Managed Network Services, Inc. was owned by our
President, who exchanged all of his common stock in No Worries Managed Network
Services, Inc. in a tax-free exchange for a majority of the common shares of the
Company. As a result of the transaction, No Worries Managed Network Services,
Inc. is now our wholly-owned subsidiary.
  We have been profitable from inception (August 24, 2006)
through January 31, 2007.  We had a net loss for the fiscal year ended
January 31, 2008 our first full fiscal year. As a result, we cannot guarantee
that we will be able to sustain profitability.
  From inception (August 24, 2006) through January 31, 2007, sales were
$35,024.
 
 From
inception (August 24, 2006) through January 31, 2007, operating expenses, which
includes depreciation and general and administrative expenses was $26,513. The
major components of operating expenses include salaries, professional fees,
consisting of legal and accounting expenses, and telephone expenses. The Company
is provided office space on a rent free basis by an officer. The Company records
rent expense of $250 per month under the arrangement. Rent expense for the
period ended January 31, 2007 was $1,250.
  As a
result of the foregoing, we had net income of $8,511 ($0.00 per share) from
inception (August 24, 2006) through January 31, 2007.
  Our
revenues were $94,255 for the fiscal year ended January 31,
2008.
  -
13 -
  Operating
expenses, which includes depreciation and general and administrative expenses
for the fiscal year ended January 31, 2008 was $110,493. The major components of
operating expenses include salaries, professional fees, consisting of legal and
accounting expenses, and telephone expenses. The Company is provided office
space on a rent free basis by an officer. The Company records rent expense of
$250 per month under the arrangement. Rent expense for the periods ended January
31, 2008 was $3,000.
  As a result of the foregoing, we had net loss of $13,081 ($0.00 per
share) for the fiscal year ended January 31, 2008.
 
 Our
revenues increased significantly in the fiscal year ended January 31, 2008
compared to the period through January 31, 2007 primarily as a result of new
clients. Our ability to attract new clients is related to our marketing efforts,
including referrals.
  Our operating expenses increased as revenues improved. The largest expense, in
general and administrative in fiscal years 2007 and 2008, was a result of salary
to Mr. Reeh. We paid Mr. Reeh a salary of $61,100 in the fiscal year ended
January 31, 2008.  The remaining material general and administrative
expenses were automobile expenses and legal and accounting fees. We also
recorded a $3,000 rent expense, which was not a cash expense. Since we have no
plans to raise Mr. Reeh’s salary in the coming fiscal year, we believe that
approximately $200,000 in revenues per year will cause us to operate at break
even, or perhaps a profit.  Hence each additional sale and correspondingly
the gross profit of such sale have minimal offsetting overhead cost. Thus,
additional sales should become a profit at a higher return on sales rates as a
result of not needing to expand overhead at the same pace.
  We plan to make every effort to keep
operating expenses constant as our revenues develop. Each additional sales or
service and correspondingly the gross profit of such sale or service should have
minimal offsetting operating expenses. Thus, additional sales could become
profit at a higher return on sales rate as a result of not needing to expand
operating expenses at the same pace.
  Based upon our current plans and recent operational history, we believe that
that cash generated from operations and from working capital will be sufficient
for the foreseeable future to fund our operations at our currently forecasted
levels. To try to operate at a break-even level based upon our current level of
anticipated business activity, we believe that we must generate approximately
$200,000 in revenue per year on an annual basis for our fiscal year ended
January 31, 2009. However, if our forecasts are inaccurate, we will need to
raise additional funds. On the other hand, we may choose to scale back our
operations to operate at break-even with a smaller level of business activity,
while adjusting our overhead to meet the revenue from current operations. In
addition, we expect that we will need to raise additional funds if we decide to
pursue more rapid expansion, the development of new or enhanced services and
products, appropriate responses to competitive pressures, or the acquisition of
complementary businesses or technologies, or if we must respond to unanticipated
events that require us to make additional investments. We cannot assure that
additional financing will be available when needed on favorable terms, or at
all. Failure to generate sufficient revenues or additional financing when needed
could cause us to go out of business.
  Liquidity
and Capital Resources
 
 As of
January 31, 2008, we had cash or cash equivalents of $18,087 compared to $ 7,938
in cash or cash equivalents as of January 31, 2007.
 
 Net cash
used by operating activities was $8,534 for the fiscal year ended January 31,
2008 compared to cash provided by operating activities of $19,279 from inception
(August 24, 2006) through January 31, 2007.
 
 Net cash
used for investing activities was $39,038 for the fiscal year ended January 31,
2008 compared to $10,009 from inception (August 24, 2006) through January 31,
2007. In the fiscal year ended January 31, 2008, we purchased a vehicle for
business for $35,623, to be used in our operations. Over the next twelve months
we do not expect any substantial capital costs.
  -
14 -
 
 Net cash
provided by financing activities was $57,721 for the fiscal year ended January
31, 2008 compared to net cash used by financing activities $1,332 from inception
(August 24, 2006) through January 31, 2007. These cash flows were all related
borrowings and to sales of our stock. In August, 2007, we completed a registered
offering of our common shares under the provisions of the Colorado securities
laws and under an exemption from the federal securities laws. We sold a total of
66,100 common shares at a price of $0.50 per share to a total of fifty-four
investors. We raised a total of $33,050 in this offering. We sold these shares
to finance our transition to a public company and for working capital. We
believe that this registered offering has given sufficient liquidity to operate
profitably for the next twelve months.
 
 We believe that we have sufficient capital in the short
term for our current level of operations. This is because we believe that we can
attract sufficient product sales and services within our present organizational
structure and resources to become profitable in our operations. We can control
the substantial part of our expenses by foregoing the hiring of extra personnel
and plan to use this to adjust our expenses. If we are unsuccessful in
adequately adjusting our expenses, which we do not foresee at this time, we may
need addition­al financ­ing of some type, which we do not now
pos­sess, to continue our operations.
 
 Additional resources would be needed to expand into additional locations, which
we have no plans to do at this time. We do not anticipate needing to raise
additional capital resources in the next twelve months.
  Our principal source of liquidity will be our
operations. We expect variation in revenues to account for the difference
between a profit and a loss. Also business activity is closely tied to the
economy of Denver and the U.S. economy. In any case, we try to operate with
minimal overhead. Our primary activity will be to seek to develop clients and,
consequently, our sales. If we succeed in expanding our client base and
generating sufficient sales, we will become profitable. We cannot guarantee that
this will ever occur. Our plan is to build our company in any manner which will
be successful.
  Plan of Operation
 
 Our plan
for the next twelve months immediately is to operate at a profit or at break
even. Our plan is to attract sufficient additional product sales and services
within our present organizational structure and resources to become profitable
in our operations.
 
 Currently,
we are conducting business in only one location in the Denver Metropolitan area.
We have no plans to expand into other locations or areas. We believe that the
timing of the completion of the milestones needed to become profitable can be
achieved as we are presently organized with sufficient business.
 
 Other
than the shares offered by last offering no other source of capital has been
identified or sought.
 
 If
we are not successful in our operations we will be faced with several
options:
 
 1.
              Cease
      operations and go out of business;
 
 2.
              Continue
      to seek alternative and acceptable sources of
  capital;
 
 3.
              Bring
      in additional capital that may result in a change of control;
      or
  4.
              Identify
      a candidate for acquisition that seeks access to the public marketplace
      and its financing sources
  Currently,
we believe that we have sufficient capital or access to capital to implement our
proposed business operations or to sustain them for the next twelve months. If
we can sustain profitability, we could operate at our present level
indefinitely.
 
 To date,
we have never had any discussions with any possible acquisition candidate nor
have we any intention of doing so.
  -
15 -
  Proposed Milestones to Implement Business
Operations
  At the present time, we are operating from one location in the Denver
Metropolitan area. Our plan is to keep our operation profitable through the end
of our fiscal year. We estimate that we must generate approximately
$200,000  in sales per year to be profitable in the fiscal year ended
January 31, 2009.
  We have been profitable from inception (August 24, 2006) through January 31,
2007. For the fiscal year ended January 31, 2008, we had a net
loss.  We believe that we can be profitable in our second fiscal year,
assuming sufficient sales. Based upon our current plans, we have adjusted our
operating expenses so that cash generated from operations is expected to be
sufficient for the foreseeable future to fund our operations at our currently
forecasted levels. To try to operate at a break-even level based upon our
current level of anticipated business activity, we believe that we must generate
approximately $200,000 in revenue per year. However, if our forecasts are
inaccurate, we will need to raise additional funds. On the other hand, we may
choose to scale back our operations to operate at break-even with a smaller
level of business activity, while adjusting our overhead to meet the revenue
from current operations. In addition, we expect that we will need to raise
additional funds if we decide to pursue more rapid expansion, the development of
new or enhanced services and products, appropriate responses to competitive
pressures, or the acquisition of complementary businesses, or if we must respond
to unanticipated events that require us to make additional investments. We
cannot assure that additional financing will be available when needed on
favorable terms, or at all.
 
 We might
incur operating losses in future periods because we will be incurring expenses
and not generating sufficient revenues. However, we cannot guarantee that we
will be successful in continuing to generate sufficient revenues or other funds
in the future to cover our operating costs. Failure to generate sufficient
revenues or additional financing when needed could cause us to go out of
business
  No
commitments to provide additional funds have been made by management or current
shareholders. There is no assurance that additional funds will be made available
to us on terms that will be acceptable, or at all, if and when needed. We expect
to continue to generate and increase sales, but there can be no assurance we
will generate sales sufficient to continue operations or to expand.
 
 We
also are planning to rely on the possibility of referrals from clients and will
strive to satisfy our clients. We believe that referrals will be an effective
form of advertising because of the quality of service that we bring to clients.
We believe that satisfied clients will bring more and repeat
clients.
 In the
next twelve months, we do not intend to spend any material funds on research and
development and do not intend to purchase any large equipment.
  Critical
Accounting Policies
 
 Note 1 to
the accompanying audited financial statements for the periods ended January 31,
2007 and 2008, included elsewhere in this Prospectus, discusses the
application of our critical accounting policies. Our reported results are
impacted by the application of those accounting policies, certain of which
require management to make subjective or complex judgments. These judgments
involve making estimates about the effect of matters that are inherently
uncertain and may significantly impact quarterly or annual results of
operations. For all of these policies, management cautions that future events
rarely develop exactly as expected, and the best estimates routinely require
adjustment. Specific risks associated with these critical accounting policies
are described in Note 1 to the accompanying audited financial statements for the
periods ended January 31, 2007 and 2008, included elsewhere in this
Prospectus.
  Recently Issued Accounting Pronouncements
 
 We do not expect the adoption of any recently issued accounting pronouncements
to have a significant impact on our net results of operations, financial
position, or cash flows.
  Seasonality
 
 We do not expect our sales to be impacted by seasonal demands for our products
and services.
  -
16 -
  ITEM
7. FINANCIAL STATEMENTS.
 
 
 Our
consolidated financial statements of commencing on page F-1 are included with
this prospectus.  These financial statements have been prepared on the
basis of accounting principles generally accepted in the United States and are
expressed in US dollars.











LG HOLDING
CORPORATION





CONSOLIDATED FINANCIAL
STATEMENTS





January
31, 2007 and
 January
31, 2008













LG HOLDING
CORPORATION


Consolidated Financial
Statements







TABLE OF CONTENTS





PageREPORT
      OF INDEPENDENT REGISTEREDPUBLIC
      ACCOUNTING FIRM
            F-1CONSOLIDATED
      FINANCIAL STATEMENTSConsolidated balance
      sheets
            F-2Consolidated statements of
      operation
            F-3Consolidated statements of
      stockholders' equity
            F-4Consolidated statements of cash
      flows
            F-5Notes to consolidated financial
      statements
            F-7












RONALD R.
CHADWICK, P.C.


Certified
Public Accountant


2851
South Parker Road, Suite 720


Aurora,
Colorado  80014


Telephone
(303)306-1967


Fax
(303)306-1944














REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 Board of
Directors
 LG
Holding Corporation
 Greenwood
Village, Colorado
 
 I have
audited the accompanying consolidated balance sheet of LG Holding Corporation as
of January 31, 2007 and 2008, and the related consolidated statements of
operations, stockholders' equity and cash flows for the period from August 24,
2006 (inception) through January 31, 2007, and for the year ended January 31,
2008. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
 
 I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.
 
 In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of LG Holding Corporation as of
January 31, 2007 and 2008, and the related consolidated statements of
operations, stockholders' equity and cash flows for the period from August 24,
2006 (inception) through January 31, 2007, and for the year ended January 31,
2008 in conformity with accounting principles generally accepted in the United
States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements the Company has suffered a loss from operations that raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 Aurora, Colorado/s/ Ronald
R. Chadwick, P.C.
 March 28,
2008            
RONALD R. CHADWICK, P.C.





F - 1




LG HOLDING
CORPORATION


CONSOLIDATED BALANCE
SHEETS




Jan.
      31, 2007
              
              
              Jan.
      31, 2008ASSETSCurrent
      assetsCash
              
              $
              7,938
              
              
              $
              18,087Accounts
      receivable
              
              
              415
              
              
              
              100Total current
      assets
              
              
              8,353
              
              
              
              18,187Deferred
      offering costs
              
              
              5,000Fixed
      assets
              
              
              10,009
              
              
              
              48,169Less
      accumulated depreciation
              
              
              (3,378
              )
              
              
              (6,340
              )11,631
              
              
              
              41,829Total
      Assets
              
              $
              19,984
              
              
              $
              60,016LIABILITIES
      &STOCKHOLDERS'
      EQUITYCurrent
      liabilitiesAccounts
      payable
              
              $
              1,652
              
              
              $
              3,668Accrued
      interest payable
              
              
              
              
              
              
              54Related
      party payables
              
              
              4,678Notes
      payable - current portion
              
              
              
              
              
              
              6,889Total current
      liabilties
              
              
              6,330
              
              
              
              10,611Notes
      payable
              
              
              
              
              
              
              27,032Total
      Liabilities
              
              
              6,330
              
              
              
              37,643Stockholders'
      EquityPreferred
      stock, $.01 par value;1,000,000
      shares authorized;no
      shares issued and outstanding
              
              
              -
              
              
              
              -Common
      stock, $.001 par value;50,000,000
      shares authorized;29,825,000
      shares (2007) and29,891,100 shares (2008) issuedand
      outstanding
              
              
              29,825
              
              
              
              29,891Additional
      paid in capital
              
              
              (14,050
              )
              
              
              7,684Accumulated
      deficit
              
              
              (2,121
              )
              
              
              (15,202
              )Total
      Stockholders' Equity
              
              
              13,654
              
              
              
              22,373Total
      Liabilities and Stockholders' Equity
              
              $
              19,984
              
              
              $
              60,016




The
accompanying notes are an integral part of the consolidated financial
statements.




F - 2




LG HOLDING
CORPORATION
 CONSOLIDATED STATEMENTS OF
OPERATIONS
  Period
      FromAug.
      24, 2006(Inception)Through
                  
                  
                  Year
      EndedJan.
      31, 2007
                  
                  
                  Jan.
      31, 2008Revenue
                  
                  $
                  35,024
                  
                  
                  $
                  94,255Operating
      expenses:Depreciation
                  
                  
                  3,378
                  
                  
                  
                  7,218Donated
      office space
                  
                  
                  1,250
                  
                  
                  
                  3,000General
      and administrative
                  
                  
                  21,885
                  
                  
                  
                  100,27526,513
                  
                  
                  
                  110,493Operating
      - other:Gain
      on asset sales
                  
                  
                  
                  
                  
                  
                  3,378Gain
      (loss) from operations
                  
                  
                  8,511
                  
                  
                  
                  (12,860
                  )Other
      income (expense):Interest
      expense
                  
                  
                  
                  
                  
                  
                  (221
                  )-
                  
                  
                  
                  (221
                  )Income
      (loss) beforeprovision
      for income taxes
                  
                  
                  8,511
                  
                  
                  
                  (13,081
                  )Provision
      for income tax
                  
                  
                  -
                  
                  
                  
                  -Net
      income (loss)
                  
                  $
                  8,511
                  
                  
                  $
                  (13,081
                  )Net
      income (loss) per share(Basic
      and fully diluted)
                  
                  $
                  0.00
                  
                  
                  $
                  (0.00
                  )Weighted
      average number ofcommon
      shares outstanding
                  
                  
                  28,010,000
                  
                  
                  
                  29,891,100


The
accompanying notes are an integral part of the consolidated financial
statements.




F - 3




LG HOLDING
CORPORATION


CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
  Common
      Stock
                
                
                
                
                
                
                
                
                Stock-Amount
                
                
                Paid
      In
                
                
                Accumulated
                
                
                holders'Shares
      (1)
                
                
                ($.001
      Par)
                
                
                Capital
                
                
                Deficit
                
                
                EquityBalances
      at August 24, 2006 (Inception)
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Stock
      issued for cash
                
                
                26,800,000
                
                
                
                26,800
                
                
                
                (26,500
                )
                
                
                
                
                
                
                300Compensatory
      stock issuances
                
                
                225,000
                
                
                
                225
                
                
                
                
                
                
                
                
                
                
                
                225Stock
      issued for cash
                
                
                2,800,000
                
                
                
                2,800
                
                
                
                11,200
                
                
                
                
                
                
                
                14,000Distributions
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (10,632
                )
                
                
                (10,632
                )Donated
      office space
                
                
                
                
                
                
                
                
                
                
                1,250
                
                
                
                
                
                
                
                1,250Gain
      (loss) for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                8,511
                
                
                
                8,511Balances
      at January 31, 2007
                
                
                29,825,000
                
                
                $
                29,825
                
                
                $
                (14,050
                )
                
                $
                (2,121
                )
                
                $
                13,654Stock
      issued for cash, net of deferredoffering
      costs of $5,000 in 2006and
      $9,250 in 2007
                
                
                66,100
                
                
                
                66
                
                
                
                18,734
                
                
                
                
                
                
                
                18,800Donated
      office space
                
                
                
                
                
                
                
                
                
                
                3,000
                
                
                
                
                
                
                
                3,000Gain
      (loss) for the period
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (13,081
                )
                
                
                (13,081
                )Balances
      at January 31, 2008
                
                
                29,891,100
                
                
                $
                29,891
                
                
                $
                7,684
                
                
                $
                (15,202
                )
                
                $
                22,373
  (1)As restated for a 268
for 1 recapitalization on December 5, 2006.


The
accompanying notes are an integral part of the consolidated financial
statements.
  F - 4
  LG HOLDING
CORPORATION


CONSOLIDATED STATEMENTS OF CASH
FLOWS
  Period
      FromAug.
      24, 2006(Inception)Through
                
                
                Year
      EndedJan.
      31, 2007
                
                
                Jan.
      31, 2008Cash
      Flows From Operating Activities:Net
      income (loss)
                
                $
                8,511
                
                
                $
                (13,081
                )Adjustments
      to reconcile net loss tonet
      cash provided by (used for)operating
      activities:Depreciation
                
                
                3,378
                
                
                
                7,218Accounts
      receivable
                
                
                (415
                )
                
                
                315Accrued
      payables
                
                
                1,652
                
                
                
                2,070Related
      party payables
                
                
                4,678
                
                
                
                (4,678
                )Donated
      office space
                
                
                1,250
                
                
                
                3,000Gain
      on sale of equipment
                
                
                
                
                
                
                (3,378
                )Compensatory
      stock issuances
                
                
                225
                
                
                
                -Net cash provided by (used
      for)operating
      activities
                
                
                19,279
                
                
                
                (8,534
                )Cash
      Flows From Investing Activities:Fixed
      asset purchases
                
                
                (10,009
                )
                
                
                (44,538
                )Fixed
      asset sales
                
                
                
                
                
                
                5,500Net
      cash provided by (used for)investing
      activities
                
                
                (10,009
                )
                
                
                (39,038
                )
 (Continued
On Following Page)
  The
accompanying notes are an integral part of the consolidated financial
statements.




F - 5


LG HOLDING CORPORATION CONSOLIDATED STATEMENTS OF CASH
FLOWS
  (Continued
From Previous Page)
  Period
      FromAug.
      24, 2006(Inception)Through
                    
                    
                    Year
      EndedJan.
      31, 2007
                    
                    
                    Jan.
      31, 2008Cash
      Flows From Financing Activities:Notes
      payable - borrowings
                    
                    
                    
                    
                    
                    35,623Notes
      payable - payments
                    
                    
                    
                    
                    
                    (1,702
                    )Deferred
      offering costs
                    
                    
                    (5,000
                    )
                    
                    
                    (9,250
                    )Sales
      of common stock
                    
                    
                    14,300
                    
                    
                    
                    33,050Distributions
                    
                    
                    (10,632
                    )Net cash provided by (used
      for)financing
      activities
                    
                    
                    (1,332
                    )
                    
                    
                    57,721Net
      Increase (Decrease) In Cash
                    
                    
                    7,938
                    
                    
                    
                    10,149Cash
      At The Beginning Of The Period
                    
                    
                    -
                    
                    
                    
                    7,938Cash
      At The End Of The Period
                    
                    $
                    7,938
                    
                    
                    $
                    18,087Schedule Of Non-Cash
      Investing And Financing ActivitiesNoneSupplemental
      DisclosureCash
      paid for interest
                    
                    $
                    -
                    
                    
                    $
                    -Cash
      paid for income taxes
                    
                    $
                    -
                    
                    
                    $
                    -


The
accompanying notes are an integral part of the consolidated financial
statements.




F - 6




LG HOLDING
CORPORATION


NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS


January
31, 2007 and 2008





NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
 
 LG
Holding Corporation (the “Company”), was incorporated in the State of Colorado
on December 5, 2006. The Company was formed to act as a holding corporation for
No Worries Managed Network Services, Inc., a Colorado corporation actively
engaged in providing computer operation and repair support services. The Company
may also engage in any other business permitted by law, as designated by the
Board of Directors of the Company. No Worries Managed Network Services, Inc. was
incorporated in the State of Colorado on August 24, 2006. On December 5, 2006,
in an acquisition classified as a transaction between parties under common
control, LG Holding Corporation acquired all the outstanding common shares of No
Worries Managed Network Services, Inc. (26,800,000 LG Holding Corporation common
shares were issued for 100,000 common shares of No Worries Managed Network
Services, Inc.), making No Worries Managed Network Services, Inc. a wholly owned
subsidiary of LG Holding Corporation. The results of operations of LG Holding
Corporation and No Worries Managed Network Services, Inc. have been consolidated
from December 5, 2006 forward.
 
 Principles of
consolidation
 
 The
accompanying consolidated financial statements include the accounts of LG
Holding Corporation and its wholly owned subsidiary. All intercompany accounts
and transactions have been eliminated in consolidation.
 
 Fiscal
year
 
 The
Company employs a fiscal year ending January 31.
 
 Cash and cash
equivalents
 
 The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.





F - 7





LG HOLDING
CORPORATION
 NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
 January
31, 2007 and 2008





NOTE 1. ORGANIZATION, OPERATIONS AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):





Income
tax
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
 
 Net income (loss) per
share
 
 The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
 
 Revenue
recognition
 
 Revenue
is recognized on an accrual basis as earned under contract terms.
 
 Property and
equipment
 
 Property
and equipment are recorded at cost and depreciated under accelerated methods
over each item's estimated useful life. The Company's fixed assets at January
31, 2007 consisted of office equipment of $3,631 and vehicles of $6,378, with
corresponding accumulated depreciation of $3,378, and at January 31, 2008 of
office equipment of $12,546 and vehicles of $35,623, with corresponding
accumulated depreciation of $6,340.
 
 Financial
Instruments
 
 The
carrying value of the Company’s financial instruments, including cash and cash
equivalents and accrued payables, as reported in the accompanying balance sheet,
approximates fair value.


F - 8





LG HOLDING
CORPORATION
 NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
 January
31, 2007 and 2008





NOTE 1. ORGANIZATION, OPERATIONS AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):





Recent Accounting
Pronouncements
  In March
2006, the FASB issued SFAS No. 156 "Accounting for Servicing of Financial
Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". This
statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The Company has adopted the provisions of SFAS No. 156, which
are effective in general for an entity's fiscal year beginning after September
15, 2006. The adoption did not have a material effect on the results of
operations of the Company.
 
 In
December 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”, to
improve consistency and comparability in fair value measurements, and to expand
related disclosures. The Company has adopted the provisions of SFAS No. 157,
which are effective for financial statements for fiscal years beginning after
November 15, 2007. The adoption did not have a material effect on the results of
operations of the Company.
 
 
 NOTE
2. RELATED PARTY TRANSACTIONS
 
 The
Company through November 2007 carried a vehicle asset of $6,378 which was titled
in the name of the Company's President. The vehicle was used primarily for
Company business, and was sold to an outside party in November 2007 with the
Company recognizing a gain on the transaction of $3,378. In October 2007 the
Company purchased another vehicle for business for $35,623, which is also held
in the President’s name due to Company credit limitations. At January 31, 2008
the Company owed a finance company $33,921 in connection with the vehicle
purchase. The vehicle has been recorded as a Company asset pursuant to FIN
46(R).
 
 The
Company is provided office space on a rent free basis by an officer. The Company
records rent expense of $250 per month under the arrangement. Rent expense for
the years ended January 31, 2007 and 2008 was $1,250 and
$3,000.





F - 9





LG HOLDING
CORPORATION
 NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
 January
31, 2007 and 2008





NOTE
3. INCOME TAXES
 
 Deferred
income taxes arise from the temporary differences between financial statement
and income tax recognition of net operating losses. These loss carryovers are
limited under the Internal Revenue Code should a significant change in ownership
occur. The Company accounts for income taxes pursuant to SFAS 109. Until January
2006, the Company's subsidiary, No Worries Managed Network Services, Inc.
operated as an S-Corporation for tax purposes. At January 31, 2007 and 2008, the
Company had approximately $6,714 and $19,800 in unused federal net operating
loss carryforwards, which begin to expire principally in the year 2027. A
deferred tax asset of approximately $1,300 and $4,000 resulting from the loss
carryforward has been offset by a 100% valuation allowance. The change in the
valuation allowance in fiscal year 2007 and 2008 was approximately $1,300 and
$2,600.
 
 
 NOTE
4. STOCKHOLDERS’ EQUITY
 
 The
Company in August 2007 closed escrow on the sale of 66,100 shares of its common
stock at $.50 per share, or $33,050, under a Colorado Form RL offering. The
deferred offering cost asset reported on the balance sheet of $5,000 at January
31, 2007 resulted from costs associated with the Form RL offering. The costs of
the offering through the August 2007 closing amounted to approximately $14,250,
resulting in net proceeds to the Company of $18,800.
  
 NOTE
5. GOING CONCERN
 
 The
Company has suffered a loss from operations that raises substantial doubt about
the Company’s ability to continue as a going concern. The Company may raise
additional capital through the sale of its equity securities, through offerings
of debt securities, or through borrowings from financial institutions.
Management believes that actions presently being taken to obtain additional
funding provide the opportunity for the Company to continue as a going
concern.
 
 
 NOTE
6. STOCK OFFERING
 
 The
Company is currently planning to register up to 63,100 shares of its common
stock for resale by selling shareholders, undercover of a
Form S-1. The Company will receive no proceeds from the sale of the 63,100
shares of common stock. The costs of this offering will be paid by the Company,
and will be reported as an expense.


F - 10




ITEM
8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
 
 We did
not have any disagreements on accounting and financial disclosures with our
present accounting firm during the reporting period.
 
 ITEM
8A. CONTROLS AND PROCEDURES.
 
 Evaluation
of Disclosure Controls and Procedures
 
 As of the
end of the period covered by this annual report on Form 10-KSB/A, we evaluated
the effectiveness of the design and operation of its disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
and 15d-15(e)). That evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer. Based on that evaluation, our Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting him to material information required to be included in its periodic SEC
filings.
 
 Changes
in Internal Control over Financial Reporting
 
 We have
made no significant change in our internal control over financial reporting
during the most recent fiscal quarter covered by this annual report on Form
10-KSB/A that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
 
 ITEM
8B. OTHER INFORMATION.
 
 Nothing
to report.
 PART
III
 
 ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE   WITH SECTION 16(a) OF THE EXCHANGE ACT.
 
 Set forth
below are the names of the directors and officers of the Company, all positions
and offices with the Company held, the period during which he has served as
such, and the business experience during at least the last five
years:
  Name
              
              Age
              
              Positions and Offices
  HeldAllan
      Reeh
              
              33
              
              President,
      Chief Executive Officer, Treasurer, Chief Financial Officer and
      DirectorJay
      Dee Wright
              
              33
              
              Secretary
      and Director
  Our Directors will serve in such capacity until our next annual meeting of
shareholders and until their successors have been elected and qualified. The
officers serve at the discretion of our Directors. Neither Director is related
to the other. There are no arrangements or other understandings between any of
our directors or officers or any other person pursuant to which any officer or
director was or is to be selected as an officer or director. Neither of our
Directors can be considered to be independent. Mr. Reeh is the major shareholder
and Mr. Wright is a close friend of Mr. Reeh’s and was voted in as a Director by
Mr. Reeh.
 
 Mr. Reeh has been our President, Treasurer and a Director since our inception.
He began No Worries Managed Network Services in August, 2006. Prior to that
time, he worked as an information technology technician for Stareon Solutions
Group for more than five years. Mr. Reeh has a diploma from Kennedy High School
in Denver, Colorado.
  -
17 -
  Mr. Wright has been our Secretary and a Director since our inception. He
currently works as a corporate tax accountant for St. Mary Land &
Exploration Company, a natural resources company, and has been with this
organization since 2005.  Prior to that time, he was with Knowledge
Learning Corporation as a regional field accounting representative from 2003 to
2005. From 2000 to 2003, he was an information technology technician for Stareon
Solutions Group. He graduated with a BA in Business Finance from the University
of Colorado at Denver.
  Family
Relationships
  There are
no family relationships among our directors and executive officers. No director
or executive officer has been a director or executive officer of any business
which has filed a bankruptcy petition or had a bankruptcy petition filed against
it. No director or executive officer has been convicted of a criminal offense
within the past five years or is the subject of a pending criminal proceeding.
No director or executive officer has been the subject of any order, judgment or
decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities. No director or officer has been found by a court to have
violated a federal or state securities or commodities law.
  Committees
of the Board of Directors
 
 There are
no committees of the Board of Directors.
 
 Section 16(a)
Beneficial Ownership Reporting Compliance
 
 Section 16(a)
of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and
directors and persons owning more than ten percent of the Common Stock, to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-B
under the 34 Act requires us to identify in its Form 10-KSB and proxy statement
those individuals for whom one of the above referenced reports was not filed on
a timely basis during the most recent year or prior years. We have nothing to
report in this regard.
  Code
of Ethics
 
 Our Board
of directors has not adopted a code of ethics but plans to do so in the
future.
 
 Options/SAR
Grants and Fiscal Year End Option Exercises and Values
 
 We have
not had a stock option plan or other similar incentive compensation plan for
officers, directors and employees, and no stock options, restricted stock or SAR
grants were granted or were outstanding at any time.
 
 Item
10. EXECUTIVE COMPENSATION
 
 None of
our officers or director received or was entitled to receive remuneration in
excess of $100,000 for the fiscal years ended January 31, 2007 or 2008. We were
formed as a Colorado business entity in December, 2006. Our original operations
began in August, 2006.
  -
18 -
  
  SUMMARY
COMPENSATION TABLE
  Name
      & Principal Position
              
              Year
              
              Salary
      ($)
              
              Bonus
      ($)
              
              Stock
                Awards
      ($)
              
              Option
                Awards
      ($)
              
              Non-Equity
                Incentive
      Plan Compensation ($)
              
              Nonqualified
                Deferred
                Compensation
                Earnings
      ($)
              
              All
      Other
                Compensation
      ($)
              
              Total
      ($)Allan
      Reeh
              
              2008
              
              $61,100
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              $61,100Chief
      Executive
              
              2007(1)
              
              $17,856
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              $17,856Officer
              
              2006
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              -0-
 ______________
 
 (1)
              For
      the fiscal year ended January 31, 2008. This represents salary paid to Mr.
      Reeh. This salary was paid to him under an oral agreement with us. This
      salary is paid pro rata every two weeks. He received no other form of
      compensation during this period.
 
 No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by us for the benefit of our employees. Other
than the salary, we have no compensation agreement or arrangement with Mr. Reeh,
written or oral. We have no plans to pay Mr. Reeh any additional or different
form of compensation at this time.
  Neither
of our directors receives any compensation as a result of acting as a
director.
 
 ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
 The following sets forth the number of
shares of our $.0.001 par value common stock beneficially owned by (i) each
person who, as of March 31, 2008, was known by us to own beneficially more than
five percent (5%) of its common stock; (ii) our individual Directors and (iii)
our Officers and Directors as a group. A total of 29,891,100 common shares were
issued and outstanding as of March 31, 2008.
  Name
      and Address
                of
      Beneficial Owner
              
              Amount
      and
                Nature
      of
                Beneficial
                Ownership (1)(2)
              
              
              Percent
                  ofClassAllan
      Reeh(3)
              
              
              26,802,000
              
              
              
              89.7
              %3413
      S Ammons Street #22-6Lakewood,
      CO 80227Jay
      Dee Wright(4)
              
              
              26,000
              
              
              
              .09
              %3413
      S Ammons Street #22-6Lakewood,
      CO 80227All
      Officers and Directors as a Group
                (two
      persons)
              
              
              26,828,000
              
              
              
              89.75
              %
 _____________________________
  (1)
                All ownership is beneficial and of
      record, unless indicated otherwise.
 (2)
              Beneficial
      owners listed above have sole voting and investment power with respect to
      the shares shown.
 
 (3)
              Includes
      1,000 shares owned in the name of Mr. Reeh and 1,000 shares owned in the
      name of Mr. Reeh’s wife, which each purchased in our recent
      Offering.
 
 (4)
              Includes
      1,000 shares owned in the name of Mr. Wright, which he purchased in our
      recent Offering.
 
  -
19 -
  
 ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
 Through
November 2007, we carried a vehicle of $6,378 which was titled in the name of
our President, Mr. Reeh. We owed our President’s father a payable in connection
with the vehicle purchase. This amount was owed under an oral agreement. The
vehicle was used primarily for our business and was sold to an outside party in
November 2007. We paid off our President’s father a payable and recognized a
gain on the transaction of $3,378. In October 2007 we purchased another vehicle
for business for $35,623, which is also held in our President’s name because of
our lack of credit history. At January 31, 2008 we owed a finance company
$33,921 in connection with the vehicle purchase. The vehicle has been recorded
as our asset
 
 Mr. Reeh
provides office space on a rent free basis to us. We record a rent expense of
$250 per month under the arrangement which is not a cash payment. Rent expense
for the years ended January 31, 2007 and 2008 was $1,250 and $3,000,
respectively.
 
 ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K.
 
 The
following financial information is filed as part of this report:
 
 (a)        (1)
FINANCIAL STATEMENTS
 
 (2)
SCHEDULES
 
 (3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are
incorporated by reference to previously filed documents: 
 Exhibit
      No.
                Description3.1*
                Articles
      of Incorporation of LG HOLDING CORPORATION3.2*
                Bylaws
      of LG HOLDING CORPORATION21.1*
                List
      of Subsidiaries31.1
                Certification of CEO/CFO pursuant to
      Sec. 30232.1
                Certification of CEO/CFO pursuant to
      Sec. 906


(b)      
Reports on Form 8-K. No reports have ever been filed under cover of Form
8-K.







ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES





Our financial statements from inception
(August 24, 2006) through January 31, 2007 and for the fiscal year ended January
31, 2008, along with the related consolidated statements of operations,
stockholders’ equity and cash flows have been audited by Ronald R.
Chadwick, P.C., of Aurora, Colorado, independent registered public accounting
firm, to the extent and for the period set forth in their report, and are set
forth in this prospectus in reliance upon such report given upon the authority
of them as experts in auditing and accounting.





Our
independent auditor, Ronald R. Chadwick, P.C., Certified Public Accountants,
billed an aggregate of $0 inception (August 24, 2006) through January 31,
2007 and $6,800 for the year ended January 31, 2008 and for professional
services rendered for the audit of the Company's annual financial statements and
review of the financial statements included in its quarterly
reports.




We do not
have an audit committee and as a result our entire board of directors performs
the duties of an audit committee. Our board of directors evaluates the scope and
cost of the engagement of an auditor before the auditor renders audit and
non-audit services.




-
20 -





SIGNATURES





In
accordance with Section 12 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 on July 10, 2008.








LG
      HOLDING CORPORATIONBy:
            /s/
      Allan ReehAllan
      ReehChief
      Executive Officer and President
              (principal
      executive officer and principal financial and accounting
      officer)







Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacity and on the date indicated.





Date:
      July 10, 2008
            By:
            /s/
      Allan ReehAllan
      ReehDirector









Date:
      July 10, 2008
            By:
            /s/
      Jay Dee WrightJay
      Dee WrightDirector




- 21
-