SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




For the Quarterly period ended
October 31, 2008




Commission
File No. 000-53185




LG HOLDING
CORPORATION


(Exact
Name of Registrant 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)




Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 [ ]




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




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]




The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date:  December 1, 2008, was 29,891,100.















FORM
10-Q





LG
Holding Corporation





TABLE OF
CONTENTS







PART
      I  FINANCIAL INFORMATIONItem
      1. Financial Statements for the period ended October 31,
    2008Balance
      Sheet (Unaudited)
              5Statements
      of Operations (Unaudited)
              6Statements
      of Cash Flows (Unaudited)
              7Notes
      to Financial Statements
              9Item
      2. Management’s Discussion and Analysis and Plan of
    Operation
              11Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
              15Item
      4. Controls and Procedures
              15Item
      4T. Controls and Procedures
              15PART
      II  OTHER INFORMATIONItem
      1. Legal Proceedings
              16Item
      1A. Risk Factors
              16Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              20Item
      3. Defaults Upon Senior Securities
              20Item
      4. Submission of Matters to a Vote of Security Holders
              20Item
      5. Other Information
              20Item
      6. Exhibits
              20Signatures
              21





-
2 -





PART
I  FINANCIAL INFORMATION





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.




ITEM
1.  FINANCIAL STATEMENTS
















LG
HOLDING CORPORATION









CONSOLIDATED
FINANCIAL STATEMENTS


(Unaudited)









Quarter
Ended October 31, 2008












-
3 -








LG
Holding Corporation




Consolidated
Financial Statements




(Unaudited)














TABLE
OF CONTENTS












PageCONSOLIDATED
      FINANCIAL STATEMENTSConsolidated balance
      sheet
            5Consolidated statements of
      operation
            6Consolidated statements of cash
      flows
            7Notes to consolidated financial
      statements
            9










-
4 -










LG
HOLDING CORPORATION


CONSOLIDATED
BALANCE SHEETS







Oct.
      31, 2008Jan.
      31, 2008
              
              
              
              (Unaudited)ASSETSCurrent
      assetsCash
              
              $
              18,087
              
              
              $
              3,774Accounts
      receivable
              
              
              100
              
              
              
              585Total
      current assets
              
              
              18,187
              
              
              
              4,359Fixed
      assets
              
              
              48,169
              
              
              
              48,169Less
      accumulated depreciation
              
              
              (6,340
              )
              
              
              (13,581
              )41,829
              
              
              
              34,588Total
      Assets
              
              $
              60,016
              
              
              $
              38,947LIABILITIES
      &STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
              
              $
              3,668
              
              
              $
              4,218Accrued
      interest payable
              
              
              54
              
              
              
              48Notes
      payable - current portion
              
              
              6,889
              
              
              
              1,735Total
      current liabilties
              
              
              10,611
              
              
              
              6,001Notes
      payable
              
              
              27,032
              
              
              
              27,032Total
      Liabilities
              
              
              37,643
              
              
              
              33,033Stockholders'
      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;29,891,100
      shares issuedand
      outstanding
              
              
              29,891
              
              
              
              29,891Additional
      paid in capital
              
              
              7,684
              
              
              
              7,684Accumulated
      deficit
              
              
              (15,202
              )
              
              
              (31,661
              )Total
      Stockholders' Equity
              
              
              22,373
              
              
              
              5,914Total
      Liabilities and Stockholders' Equity
              
              $
              60,016
              
              
              $
              38,947
  The accompanying notes are
an integral part of the consolidatedfinancial
statements.




-
5 -







LG
HOLDING CORPORATION


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)







Three
      Months
            
            
            Three
      Months
            
            
            Nine
      Months
            
            
            Nine
      MonthsEnded
            
            
            Ended
            
            
            Ended
            
            
            EndedOct.
      31, 2007
            
            
            Oct.
      31, 2008
            
            
            Oct.
      31, 2007
            
            
            Oct.
      31, 2008Revenue
            
            $
            26,445
            
            
            $
            22,078
            
            
            $
            71,833
            
            
            $
            77,220Operating
      expenses:Depreciation
            
            
            1,758
            
            
            
            1,065
            
            
            
            3,935
            
            
            
            7,241Donated
      office space
            
            
            1,500
            
            
            
            
            
            
            
            3,000General
      and administrative
            
            
            23,486
            
            
            
            27,326
            
            
            
            66,042
            
            
            
            85,99426,744
            
            
            
            28,391
            
            
            
            72,977
            
            
            
            93,235Gain
      (loss) from operations
            
            
            (299
            )
            
            
            (6,313
            )
            
            
            (1,144
            )
            
            
            (16,015
            )Other
      income (expense):Interest
      expense
            
            
            (28
            )
            
            
            (142
            )
            
            
            (28
            )
            
            
            (444
            )(28
            )
            
            
            (142
            )
            
            
            (28
            )
            
            
            (444
            )Income
      (loss) beforeprovision
      for income taxes
            
            
            (299
            )
            
            
            (6,455
            )
            
            
            (1,172
            )
            
            
            (16,459
            )Provision
      for income tax
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      income (loss)
            
            $
            (299
            )
            
            $
            (6,455
            )
            
            $
            (1,172
            )
            
            $
            (16,459
            )Net
      income (loss) per share(Basic
      and fully diluted)
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average number ofcommon
      shares outstanding
            
            
            29,869,067
            
            
            
            29,891,100
            
            
            
            29,839,689
            
            
            
            29,891,100




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





-
6 -






LG
HOLDING CORPORATION


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)




Nine
      Months
            
            
            Nine
      MonthsEnded
            
            
            EndedOct.
      31, 2007
            
            
            Oct.
      31, 2008Cash
      Flows From Operating Activities:Net
      income (loss)
            
            $
            (1,172
            )
            
            $
            (16,459
            )Adjustments
      to reconcile net loss tonet
      cash provided by (used for)operating
      activities:Depreciation
            
            
            3,935
            
            
            
            7,241Accounts
      receivable
            
            
            415
            
            
            
            (485
            )Accrued
      payables
            
            
            (804
            )
            
            
            544Related
      party payables
            
            
            (4,678
            )Donated
      office space
            
            
            3,000Net cash provided by (used
      for)operating
      activities
            
            
            696
            
            
            
            (9,159
            )Cash
      Flows From Investing Activities:Fixed
      assets
            
            
            (38,562
            )Net
      cash provided by (used for)investing
      activities
            
            $
            (38,562
            )
            
            $
            -







(Continued
On Following Page)







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





-
7 -






LG
HOLDING CORPORATION


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)








(Continued
From Previous Page)







Nine
      Months
            
            
            Nine
      MonthsEnded
            
            
            EndedOct.
      31, 2007
            
            
            Oct.
      31, 2008Cash
      Flows From Financing Activities:Notes
      payable - borrowings
            
            
            35,623Notes
      payable - payments
            
            
            
            
            
            
            (5,154
            )Sales
      of common stock
            
            
            33,050Deferred
      offering costs
            
            
            (9,250
            )Net cash provided by (used
      for)financing
      activities
            
            
            59,423
            
            
            
            (5,154
            )Net
      Increase (Decrease) In Cash
            
            
            21,557
            
            
            
            (14,313
            )Cash
      At The Beginning Of The Period
            
            
            7,938
            
            
            
            18,087Cash
      At The End Of The Period
            
            $
            29,495
            
            
            $
            3,774Schedule Of Non-Cash
      Investing And Financing ActivitiesNoneSupplemental
      DisclosureCash
      paid for interest
            
            $
            -
            
            
            $
            451Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -




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





-
8 -





LG
HOLDING CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)









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.





Basis of
Presentation





The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods have been made and are of a recurring nature unless
otherwise disclosed herein. The results of operations for such interim periods
are not necessarily indicative of operations for a full year.




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.




Cash and cash
equivalents





The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.





Accounts
receivable




The
Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary.




Property and
equipment





Property
and equipment are recorded at cost and depreciated under straight line or
accelerated methods over each item's estimated useful life.




Revenue
recognition





Revenue
is recognized on an accrual basis as earned under contract
terms.




-
9 -







LG
HOLDING CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)










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





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.





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.





Financial
Instruments




The
carrying value of the Company’s financial instruments, as reported in the
accompanying balance sheet, approximates fair value.




-
10 -





ITEM
2.     MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION





The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking statements
that involve risks and uncertainties. Actual results may differ materially from
those indicated in such forward-looking statements.





Forward-Looking
Statements




This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking statements.  Such forward-looking statements
are based on current expectations, estimates, and projections about our
industry, management beliefs, and certain assumptions made by our
management.  Words such as “anticipates”, “expects”, “intends”,
“plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar
expressions are intended to identify such forward-looking
statements.  These statements are not guarantees of future performance
and are subject to certain risks, uncertainties, and assumptions that are
difficult to predict; therefore, actual results may differ materially from those
expressed or forecasted in any such forward-looking
statements.  Unless required by law, we undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.  However, readers should
carefully review the risk factors set forth herein and in other reports and
documents that we file from time to time with the Securities and Exchange
Commission, particularly the Annual Reports on Form 10-KSB, Quarterly reports on
Form 10-Q and any Current Reports on Form 8-K.




Overview
and History




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.




As of
October 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.




We have
not been subject to any bankruptcy, receivership or similar
proceeding.




Results
of Operations




The
following discussion involves our results of operations for the three months
ending October 31, 2008 and for the nine months ending October 31, 2008. This
compares to the three months ending October 31, 2007 and for the nine months
ending October 31, 2007.




Comparing
our operations, we had revenues of $22,078 for the three months ended October
31, 2008 and $26,445 for the three months ending October 31, 2007. We had
$77,220 in revenues for the nine months ending October 31, 2008 and $ 71,833 in
revenues for the nine months ending October 31, 2007.





-
11 -





Operating
expenses, which include general and administrative expenses for the three months
ended October 31, 2008  were $28,391 and $26,744 for the three months ended
October 31, 2007. For the nine months ending October 31, 2008 operating expenses
were $93,235 and $72,977 for the nine months ending October 31,
2007.




The major
components of operating expenses include salaries, general and administrative,
professional fees, and telephone expenses.




We
believe that operating expenses in current operations should remain fairly
constant as our revenues develop. Each additional sale or service and
correspondingly the gross profit of such sale or service 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.




We had a
net loss of $6,455 for the three months ended October 31, 2008 and $299 for the
three months ended October 31, 2007.  We had a net loss of $16,459 for
the nine months ending October 31, 2008 and $1,172 for the nine months ending
October 31, 2007.




Our
operating expenses increased as revenues improved. The largest expense, in
general and administrative is the 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. 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
October 31, 2008, we had cash or cash equivalents of $3,774.




Net cash
used for operating activities was $9,159 for the period ended October 31, 2008,
compared to cash provided by operating activities of $696 for the period
ended October 31, 2007. We anticipate that overhead costs in current
operations will remain fairly constant as revenues develop.




Cash
flows used or provided by investing activities was $-0- for the period ended
October 31, 2008, compared to cash used for investing activities of $38,562 for
the period ended October 31, 2007.





-
12 -





Cash
flows used for financing activities was $5,154 for the period ended October 31,
2008, compared to cash provided by financing activities of $59,423 for the
period from inception through October 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.




Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements with any party.





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




-
13 -




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.




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.  For the three
months ended October 31, 2008, we also had a net loss. We believe that we
can be profitable in our next fiscal year end, 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.




-
14 -




Critical
Accounting Policies




Note 1 to
the accompanying audited financial statements for the periods ended October 31,
2007 and 2008, included elsewhere in this document, 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 financial statements.




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.






ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




None.






ITEM
4. CONTROLS AND PROCEDURES




Not applicable






ITEM
4T. CONTROLS AND PROCEDURES




As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer has concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in our
Exchange Act reports is recorded, processed, summarized, and reported within the
applicable time periods specified by the SEC’s rules and forms.




There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.




-
15 -






PART
II.  OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.





ITEM
1A. RISK FACTORS




You
should carefully consider the risks and uncertainties described below and the
other information in this document before deciding to invest in shares of our
common stock.




The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and
operating result. In this case, the trading price of our common stock could
decline and you might lose all or part of your investment.




WE 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 $6,455 for the three
months ended October 31, 2008 and $16,459 for the nine months ended October 31,
2008. 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:




♦
  our ability to locate clients who will purchase our management services;
and




♦
  our ability to generate revenues.




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.




-
16 -




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.




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.





-
17 -





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.




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.




-
18 -





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.




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.




-
19 -




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.






ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.




None




ITEM
3.  DEFAULTS UPON SENIOR SECURITIES




None




ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None




ITEM
5.  OTHER INFORMATION




None




ITEM
6.  EXHIBITS


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


*Previously
filed with Form SB-2 Registration Statement, October 10, 2007.




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





-
20 -





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 on December 2, 2008.








LG
      Holding CorporationBy:
            /s/ 
      Allan ReehAllan
      Reeh , President and Chief Executive and Financial Officer








-
21 -