UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

Amendment No. 1 to Form 10-Q





(Mark One)

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

For the quarterly period ended

OR



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

For the transition period January 1, 2012 to February 29, 2012

Commission File No. 0-52734





NGA HOLDCO,
LLC

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 20-8349236                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

21 Waterway Avenue, Suite 150

The Woodlands, TX 77380

(Address of principal executive offices)

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   ̈    No  x

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   ̈    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See 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 company |  | x

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









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EXPLANATORY NOTE

NGA HoldCo, LLC is filing this Amendment No. 1 (this amendment) on Form 10-Q/A solely for the purpose of correcting
incorrectly checked boxes on the cover page of its transition report on Form 10-Q for the two months ended February 29, 2012, filed with the U.S. Securities and Exchange Commission on June 5, 2012. The Company has not yet filed its
quarterly report on Form 10-Q for the three months ended March 31, 2012, which it plans to file as soon as is practicable.

Item 6. Exhibits



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



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SIGNATURES

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



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