UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


Amendment No. 1 to Form 10-Q


(Mark One)





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


For the quarterly period ended November 30, 2012


OR


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


For the transition period              to


Commission File No. 0-52734


NGA HOLDCO, LLC


(Exact name of registrant as specified in its charter)





Nevada20-8349236(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)


21 Waterway Avenue, Suite 150


The Woodlands, TX 77380


(Address of principal executive offices)


Telephone: (713) 559-7400


(Registrant’s telephone number, including area code)


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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý No  ̈


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





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


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


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EXPLANATORY NOTE


NGA HoldCo, LLC is filing this Amendment No. 1 to its Form 10-Q for the quarter ended November 30, 2012, filed with the Securities and Exchange Commission on January 14, 2013, for the purpose of amending (i) the description of Exhibit 101 in the Exhibit Index so that the reference to “January 14, 2012” reads “January 14, 2013," and (ii) Exhibits 32.1 and 32.2 to correct the reference to “May 31, 2012” in each such exhibit to read “November 30, 2012.”


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|Item 6. | Exhibits.

The exhibits listed in the accompanying Exhibit Index are incorporated by reference into this Item 6.


EXHIBIT INDEX





Exhibit No.Description31.1Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.32.2Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.101The following financial statements from NGA Holdco, LLC Quarterly Report on Form 10-Q for the three and nine months ended November 30, 2012, filed with the Securities and Exchange Commission on January 14, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at November 30, 2012 and February 29, 2012; (ii) the Consolidated Statements of Operations for the three and nine months ended November 30, 2012 and 2011; (iii) the Consolidated Statements of Cash Flows for the nine months ended November 30, 2012 and 2011; and (iv) the Notes to Consolidated Financial Statements.





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