UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549




FORM
10-K




[X]
Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of




1934




For the
fiscal year ended December 31, 2009





Commission
      file number      0-50584LD Holdings
      Inc(formerly
      Leisure Direct, Inc.)(Name
      of Small Business Issuer in Its Charter)Nevada
            98-0335555(State
      or Other Jurisdiction of
      Incorporation or Organization)
            (I.R.S.
      Employer Identification
      No.)




1070
Commerce Drive, Building II, Suite 303, Perrysburg, OH 43551


(Address
of Principal Executive Offices) (Zip Code)




(419)
873-1111


(Issuer's
Telephone Number, Including Area Code)




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




Securities
registered under Section 12(g) of the Act:




Common
Stock, $.001 par value


(Title of
Class)




Check
whether the issuer is not required to file reports pursuant to Section
13


or 15(d)
of the Exchange Act. [ ]





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
past 90 days. Yes X No ___




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K 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-K or any
amendment to this Form 10-K. |X|




Indicate
by checkmark whether the registrant is a ____ large accelerated filer, ____an
accelerated filer, ____a non accelerated filer, or X  a smaller reporting company in Rule 12b-2 of the Exchange
Act.




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates, computed by reference to the price at which the common equity
was sold, or the average bid and ask prices of such common equity, as of a
specified date within the past 60 days.




The
aggregate market value of our common shares held by non-affiliates of the
registrant on April 15, 2010 was approximately $360,330.




As of
April 15, 2010, the Issuer had 16,575,061 common shares, $.001 par value,
outstanding and 974,156 preferred shares, $.001 par value,
outstanding.


2


PART I




Item
1. Description of Business




Forward-Looking
Statements




This
document contains forward-looking statements, including statements regarding the
Company's strategy, plans for growth and anticipated sources of capital and
revenue. The Company's actual results may differ dramatically from those
anticipated in these forward-looking statements. The differences may be result
from one or more of the risk factors described below or from events that we have
not foreseen.




Risk
Factors




- LD
Holdings has very limited financial resources. In order to implement our
business plan we will have to raise capital. If we are unsuccessful in raising
capital, our business will not grow.




- Because
of its limited operating history, LD Holdings has little historical financial
data on which to base its plans for future operations. Management will have to
budget capital investment and expenses based, in large part, on its expectation
of future revenues. If those expectations are not met, LD Holdings may exhaust
its capital resources before it achieves operational stability.




Corporate
Strategy





LD
Holdings, Inc., (Symbol LDHL), has adopted a business model that seeks to
capitalize on the massive transfer of generational assets as the “Baby-Boomer”
generation transitions from the ownership of small businesses into
retirement.  The Baby-Boomer generation is represented by individuals
born between 1946 and 1964.  There are currently about 80 million
Boomers in this age group.





Over the
next 20 years as these Baby-Boomers are retiring, there are going to be
businesses worth trillions of dollars that need to be sold by this Boomer
generation.  Baby-Boomers make up at least 25% of the population in
every state except Utah.





Historically,
the sellers typically wanted to provide minimal or no financing to the
buyer.  These types of transactions were too large for most
individuals to finance, too risky for banks based upon the company’s individual
merits (as opposed to the buyer’s personal balance sheet) and too small to
interest most institutional investors (hedge funds and private equity groups) to
consider.  The lack of liquidity made it difficult to raise funds
privately from anyone but relatives.





The
company seeks to take a seemingly negative funding situation and turn it into a
positive one.  Many of these Baby Boomer businesses being sold,
whether the sellers want to or not, will be forced to provide a major portion,
or all, of the financing in order to sell their businesses or will be forced to
sell them below their true market value in order to get the business
sold.





The
company plans to focus its efforts on becoming a “known buyer” of small
companies that meet its acquisition criteria, which it intends to widely
distribute to business sellers directly and to others on its
websites.  The 5-Year Plan is to accumulate at least 45 of these small
companies and to slowly meld them into cohesive business units whenever
possible.  Using $10 million of revenues as an average, this will
result in consolidated total revenues of $420 Million by the end of the 5-Year
Plan.





The
company’s objective, through aggressive use of the Internet, is to put an
outside investor base in place that shares the company’s vision and objectives
while the search for acquisitions is being conducted.  The company
will stress on its affiliated websites and in its investor information that it
is looking for long-term investors who are willing to hold their positions for a
year or more.


3


In our
first full year of operations, the company plans to acquire at least 3 companies
with $25 million sales and EBIT of $2.5 million.   At 15 x EBIT,
this would place a market capitalization of $37 million on the
company.  In order to accomplish its objectives, and as explained in
this Business Plan, the company has developed a 5-Step Process.




Current Business
Operations





LD
Holdings, Inc., (Symbol LDHL), is a Financial and Management Holding Company
that has identified a significant business opportunity that will fill a void in
the small business world.  That void is the sale and transfer of
businesses from one generation (the Baby Boomer) to the next.





With over
25 million small businesses in the USA and 15 trillion dollars worth of
businesses to be sold over the next 15-20 years, there will be many
opportunities for wealth generation.  The following services will be
needed:





1*  There will be a
need for Marketing, Sales and other Business Services to prepare the businesses
for sale.


2*  There will be a
need for buyers for these businesses.


3*  There will be a
need for entrepreneur managers to manage these businesses.


4*  There will be a
need for the financing of these businesses.


5*  There will be a
need for competent money managers to manage the money of these business
sellers.





LD
Holdings, Inc., as a Financial and Management Holding Company, will take
advantage of this opportunity with its two operating divisions under the parent
holding company.  These divisions are the Financial Services Division
(LD Financial, Inc.) and the Operating Division that will manage the portfolio
companies in which LD Holdings, Inc. will have varying percentages of
ownership.





The
Financial Services Division (LD Financial, Inc.) will concentrate on businesses
with sales between $2 million and $20 million and EBIT between $500,000 and $3
million.  This is where the real void exists.  Owners of
these businesses have a difficult time getting full value because the financing
of these companies is too large for most individuals to finance, too risky for
banks based upon the company’s individual merits (as opposed to the buyer’s
personal balance sheet) and too small to interest most institutional investors
(hedge funds and private equity groups) to consider.  The lack of
liquidity make it difficult to raise funds privately from anyone but
relatives.





The
Financial Services Division provides the following services:





1* The Marketing, Sales and
Other Business Services represent specifically target services to position
client companies for both sales and profit growth in preparation for their
eventual sale.    The lead service involves the client
company outsourcing some portion of the sales function to us as an Independent
Sales Organization (ISO).    This enhances the value of the
company because it is no longer dependent upon the selling management’s
relationship with the company’s customers.   We provide this
service under a variety of formats and compensation
arrangements.    Typically, these are long-term
joint-venture marketing efforts that result in recurring revenue streams to the
company.   The auxiliary consulting services provided include
helping the client company to finance its growth and to prepare it for sale
under the most advantageous terms possible to the client.   In
many cases, we will participate in the incremental value created.





2*  Financial
Services will maintain an ongoing data base of businesses for
sale.  This allows the company to look for synergistic opportunities
to combine one or more acquisition candidates at some future
date.  This database also provides the company with a historical
perspective of different industries and distribution channels along with any
type of geographical variation in the valuation of businesses.  If a
business in its data base is acquired by a party other than LD Holdings, then
Financial Services will act as an agent in the acquisition and receive a
fee.


4


3*  Financial
Services maintains a database of individuals with specific backgrounds and
expertise that will be available for both acquisition evaluation, and
strategizing the post-acquisition business model for each potential acquisition
candidate, once the financial aspects of the transaction are
determined.  Particular attention will be given to developing
relationships with those entrepreneurs and managers that want to perform in a
results-driven environment, which has the associated incentives in place to
create personal wealth for them and an above average return for the company’s
stockholders.  What distinguishes these individuals is that they are
looking for a career opportunity and are not focused on just having a job,
benefits or entitlements.





4* Financial Services
maintains an ongoing data base of investors that share the company’s vision and
objectives.  The company is looking for long-term investors who are
willing to hold their positions for a year or more for superior rates of
return.  Investors that want to participate in ground floor investment
opportunities that the company’s Business Model represents have a special wealth
building vehicle available to them.  The company’s stock is thinly
traded with a relatively small float.  This will allow the company to
look for synergistic opportunities to combine one or more acquisition candidates
at some future date.  This database also provides the company with a
historical perspective of different industries and distribution channels along
with any type of geographical variation in the valuation of
businesses.  If a business in its data base is acquired by a party
other than LD Holdings, then Financial Services will act as an agent in the
acquisition and receive a fee.





5* The Wealth Management
department of the Financial Services offers both proprietary financial and
portfolio management services and has available tightly screened third party
sources that offer specific money managers that offer alternative management
styles and expertise in certain assets classes.    We will
generate fee income either on a direct basis or from the referral.




Personnel




Two of LD
Holding's principal's, John R. Ayling, Chairman and CEO, John AlimoExecutive
Vice President Business Development , spent a material amount of time working on
behalf of the Company during the year. The company expects to hire from time to
time, independent consultants and contractors during the stages of implementing
our business plan. As the Company grows, it will develop a group of full time
employees that will be supplemented with temporary labor.





Item
2. Description of Property




The
Company's executive offices are currently located at 1070 Commerce Drive,
Building II, Suite 303, Perrysburg, Ohio 43551. The Company shares a portion of
an office complex located at this address with Capital First Corporation, a
shareholder of the Company. The Company currently pays rent of $2,500 under a
sublease agreement with Capital First for this location.




Item
3. Legal Proceedings




None.




Item
4. Submission of Matters to a Vote of Security Holders




None.


5




PART
II




Item
5. Market for the Registrant's Common Equity, Related Stockholder Matters, and
Small Business Issuer Purchases of Equity Securities




(a)
Market Information




The
Company's common stock has been quoted on the OTC Bulletin Board under the
symbol "LDHL" since November, 2008. Prior to that date, the Company's common
stock was quoted on the OTC Bulletin Board under the symbol "LDTI". Set forth
below are the high and low bid prices for the fiscal quarters, 2009. The
reported bid quotations reflect inter-dealer prices without retail markup,
markdown or commissions, and may not necessarily represent actual
transactions.





Quarter
      Ended
            High
      Bid
            Low
      BidDecember
      31, 2009
            $
      .02
            $  .0026September
      30, 2009
            $
      .028
            $  .01June
      30, 2009
            $
      .025
            $  .01March
      31, 2009
            $
      .07
            $  .025




(b)
Shareholders




On April
15, 2010, there were 165 holders of record of the Company's common
stock.




(c)
Dividends





The
Company has not paid cash dividends since inception. The Company intends to
retain all of its earnings, if any, for use in its business and does not
anticipate paying any cash dividends in the foreseeable future. The payment of
any future dividends will be at the discretion of the board of directors and
will depend upon a number of factors, including future earnings, the success of
the company's business activities, capital requirements, the general financial
condition and future prospects of the company, general business conditions and
such other factors as the board of directors may deem relevant.




(d)
Recent Sales of Unregistered Securities




The
Company did not sell any securities during the 4th quarter of 2009 that were not
registered under the Securities Act.




(e)
Repurchase of Equity Securities




The
Company did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Act during the 4th quarter of
2009.




Item
6. Except for historical information, the Company's reports to the




Securities
and Exchange Commission on Form 10-K and 10-Q and periodic press releases, as
well as other public documents and statements, contain "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934.  Forward -looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by the statements. These risks and uncertainties include
general economic and business conditions, development and market acceptance of
the Company's products, current dependence on the willingness of investors to
continue to fund operations of the Company and other risks and uncertainties
identified in the Company's reports to the Securities and Exchange Commission,
periodic press releases, or other public documents or
statements.


6




Readers
are cautioned not to place undue reliance on forward-looking statements. The
Company undertakes no obligation to republish or revise forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrences of unanticipated events.




The
selected financial information presented below under the captions "Statement of
Operations" and "Balance Sheet" for the years ended December 31, 2008 and 2009
is derived from the financial statements of the Company and should be read in
conjunction with the financial statements and notes thereto.




The
financial data are those of LD Holdings, Inc.  All intercompany
accounts and transactions have been eliminated in
consolidation.


7


BALANCE SHEET





2009
            
            
            2008Total
      assets
            
            $
            -
            
            
            $
            -Current
      Liabilities
            
            
            (3,011,361
            )
            
            
            (2,687,593
            )Long-term
      debt
            
            
            -
            
            
            
            -Working
      capital
            
            
            (3,011,361
            )
            
            
            (2,687,593
            )Shareholders'
      equity (deficit)
            
            
            (3,011,361
            )
            
            
            (2,687,593
            )







STATEMENT
OF OPERATIONS





For
      the years endedDecember
      31,2009
            
            
            2008Total
      revenues
            
            $
            60,000
            
            
            $
            35,000Operating
      (loss)
            
            
            (284,108
            )
            
            $
            (169,748
            )Net
      (loss)
            
            
            (388,876
            )
            
            
            (274,414
            )Net
      loss per common share
            
            
            (.02
            )
            
            
            (.02
            )Number
      of shares used in Computing per share data
            
            
            16,254,617
            
            
            
            14,234,292







Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations




Results
of Operations




For the
years ended December 31, 2009 and 2008 LD Holdings had revenues of $60,000 and
$35,000, respectfully.  LD Holdings had a working capital shortage
throughout 2009 and did not emphasize current operations.  Management
has elected to devote all of it's time seeking financing partners to further
implement its Business Plan.




LD
Holdings gross margin was $60,000 and $35,000 in 2009 and 2008,
respectively.  The 2009 and 2008 revenue was generated from
consulting services for a related entity, owned and operated by
Management.





During
2009 LD Holdings incurred general and administrative expenses of $344,108
compared to $204,748 in 2008.  The primary drivers were impairment
expense, salaries and wages, rent, management fees, professional fees and
consulting expenses for the change in general and administrative
expenses.




The
Company's net loss for 2009 was $388,876 compared to $274,414 in
2008.  The majority of the 2009 net loss stems from management fees,
consulting fees, accounting and auditing fees and interest
expense.  Funding of the company came from loans from LD Holdings'
principal shareholder.




The
Company had a loss for tax purposes in 2009 and 2008.  The Company did
not recognize a deferred tax asset for tax loss carry forwards as the Company
can not determine when, if ever, it will be able to use the tax loss carry
forwards.




Liquidity
and Capital Resources




The
Company has no available cash balances.  The depletion of cash was
primarily attributable to the operating losses incurred during the
year.




LD
Holdings had a working capital deficit of $3,011,361 at December 31,
2009.  Although more than half of the debts that produce the deficit
are owed to shareholders and are, therefore, friendly, the remainder is
primarily owed to vendors.  Our inability to make timely payments
makes it difficult for us to obtain preferential pricing.


8




LD
Holdings will require additional capital to remedy its working capital deficit,
as well as to implement its business plan.  We are currently seeking
sources of capital, either from the sale of our securities or incurring of
debt.  Without additional capital, LD Holdings will have to curtail
its operations, and it will not be able to implement its business
plan.  LD Holdings does not have any arrangements with investment
banking firms or institutional lenders, but is relying on the experience of its
Chairman to establish relationships with sources of capital.  In the
event that additional funding is not procured, possible outcomes to LD Holdings
lack of liquidity include voluntary or involuntary bankruptcy filing, or
voluntary liquidation of the company.




Application
of Critical Accounting Policies




In
preparing our financial statements we are required to formulate working policies
regarding valuation of our assets and liabilities and to develop estimates of
those values.  In our preparation of the financial statements for
2009, there was one estimate made which was (a) subject to a high degree of
uncertainty and (b) material to our results.  This estimate was our
determination, detailed in the Footnotes to the Financial Statements on Income
Taxes, that we should record a valuation allowance for the full value of the
deferred tax asset created by our net operating loss carry
forward.  The primary reason for the determination was our lack of
certainty as to whether LDHL will carry on profitable operations in the
future.





We made
no material changes to our critical accounting policies in connection with the
preparation of financial statements for 2009.




Impact
of Accounting Pronouncements




There
were no recent accounting pronouncements that have had or are likely to have a
material effect on the Company's financial position or results of
operations.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition or results of
operations.




Item
8. Financial Statements and Supplementary Data




The
financial statements of the Company, together with notes and the Report of
Independent Certified Public Accountants, are set forth immediately following
Item 14 of this Form 10-K.




Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.




There
have been no changes or disagreements with the Registered Independent Auditors
during the year.




Item
9A. Controls and Procedures




The Chief
Executive Officer of the Company has evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the fiscal year covered by this Annual Report on Form
10-K.  Based on that evaluation, the Chief Executive Officer of the
Company has concluded that the Company's disclosure controls and procedures as
of the end of the fiscal year covered by this Annual Report on Form 10-K are not
effective to provide reasonable assurance the information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission and that the information required to be disclosed in the reports is
accumulated and communicated to the Chief Executive Officer to allow timely
decisions regarding required disclosure.





We
identified a material weakness as defined in Public Accounting Oversight Board
Standard No. 2 in our internal control over financial
reporting.  Management identified the following material weaknesses in
our internal controls as of December 31, 2009 and December 31,
2008:


9


A
material weakness in the Company's internal controls exists in that there is
limited segregation of duties amongst the Company's employees with respect to
the Company's preparation and review of the Company's financial
statements.  This material weakness is a result of the Company's
limited number of personnel.  This material weakness may affect
management's ability to effectively review and analyze elements of the financial
statement closing process and prepare financial statements in accordance with
U.S. GAAP.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management's report in
this annual report.  Our registered public accounting firm will be
required to attest to our management's assessment of internal control over
financial reporting beginning with our annual report for the year ended December
31, 2010.




CHANGES
IN INTERNAL CONTROLS.




The Chief
Executive Officer of the Company has evaluated any change in the Company's
internal control over financial reporting (s defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that occurred during the year covered by this
Annual Report on Form 10-K.  There was no change in the Company's
internal control over financial reporting identified in that evaluation that
occurred during the fiscal year covered by this Annual Report on Form 10-K that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting, other than what has been
reported above.




RISK
FACTOR RELATED TO CONTROLS AND PROCEDURES




The
Company has limited segregation of duties with respect to the Company's
preparation and review of the Company's financial statements due to the limited
number of employees, which is a material weakness in internal controls, and if
the Company fails to maintain an effective system of internal controls, it may
not be able to accurately report its financial results or prevent
fraud.  As a result, current and potential stockholders could lose
confidence in the Company's financial reporting which could harm the trading
price of the Company's stock.





Effective
internal controls are necessary for the Company to provide reliable financial
reports and prevent fraud.  Inferior internal controls could cause
investors to lose confidence in the Company's reported financial information,
which could have a negative financial effect on the trading price of the
company.  The Company's Chief Executive Officer believes the Company's
administrative employees are capable of following its disclosure controls and
procedures effectively.




The
Company has found it necessary to limit its administrative staffing in order to
conserve cash, until the Company's level of business activity
increases.  As a result, there is very limited segregation of
duties.  The Company intends to remedy this material weakness by
hiring additional employees and reallocating duties, including responsibilities
for financial reporting, among the employees as soon as there are sufficient
resources available.  However, until such time, this material weakness
will continue to exist.  Despite the limited number of administrative
employees and limited segregation of duties, the Company believes that its
administrative employees are capable of following its disclosure controls and
procedures effectively.




There
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls subsequent to the date on
which Mr. Ayling performed his evaluation.


10




PART
III




Item
10. Directors and Executive Officers of the Registrant




The
persons listed below are the current directors and officers of the Company:





DirectorName
            Age
            Position
            SinceJohn
      R. Ayling
            66
            CEO
      and Director (Chairman of
      the Board)
            2003




John R.
Ayling -CEO and Chairman of the Board. John R. Ayling, 66, has been CEO of the
Company since October of 2003.  Since 1989 to present, he has served
as President of Capital First Management, Inc., a Perrysburg, Ohio money
management firm.  From 1983 to 1988, he served as a Vice President at
Otherwise Securities.  From 1969 to 1982, he managed accounts for
individuals and institutions with Bell & Beckwith, a Toledo, Ohio financial
investment broker.  Mr. Ayling is a NASD or FINRA registered
representative and holds Series 7, 24 and 63 licenses.  From 1966 to
1968, he served as a Captain with the U.S. Army, and served in Vietnam as a
company commander with the 23rd Infantry, American Division.  Mr.
Ayling has helped launch several start-up operations and financed several
business enterprises and provided management support and development for all
phases of management, with an emphasis on business integration and financial
controls.




AUDIT
COMMITTEE




The Board
of Directors has not appointed an Audit Committee of the Board.  The
Board of Directors has determined that John R. Ayling is qualified to serve as
an "audit committee financial expert", as defined in the Regulations of the
Securities and Exchange Commission, by reason of his work and educational
experience.  Mr. Ayling is not an "independent director", as defined
in the Regulations of the Securities and Exchange Commission.




CODE
OF ETHICS




The
Company has not adopted a written code of ethics applicable to executive
officers.  The Board of Directors has determined that a code of ethics
is not needed at this time until its management staff is grown.




COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT




None of
the directors, officers, or beneficial owners of more than 10% of our common
stock failed to file on a timely basis reports required during 2009 by Section
16(a) of the Exchange Act.




Item
11. Executive Compensation




In both
2009 and 2008, no officer or director received any cash compensation from the
Company.




This
table itemizes the compensation we paid to John Ayling, who served as our Chief
Executive Officer during 2009.  There was no other officer whose
salary and bonus for services rendered during the year ended December 31, 2009
exceeded $100,000.





CompensationYear
            Mgmt
      Fee
            Stock
      GrantJohn
      Ayling
            2009
            $120,000
            0John
      Ayling
            2008
            $120,000
            0




11




The
following tables set forth certain information regarding the stock options
acquired by the Company's Chief Executive Officer during the years ended
December 31, 2009 and 2008.




Option Grants in the Last
Fiscal Year





Percent
            
            Potential
      realizableof
      total
            
            value
      at assumedNumber
      of
            options
            
            annual
      rates ofsecurities
            granted
      to
            
            appreciation
      ofunderlying
            employees
            Exercise
            Expiration
      foroption
            in
      fiscal
            Price
            option
      termName
            granted
            year
            ($/share)  Date
            5%
            10%John
      Ayling







Aggregated Fiscal Year-End
Option Values





Number
      of securities underlying
            Value
      of unexercised in-the-moneyunexercised
      options at fiscal
            options
      at fiscal year-end ($)Name
            year-end (#) (All
      exercisable)
            (All
      exercisable)John
      Ayling
            0
            0







Item
12. Security Ownership of Certain Beneficial Owners and Management




The
following table shows the beneficial shareholdings of the Company's officers and
directors and the holders of 5% or more of the Company's outstanding voting
securities as of December 31, 2009.





Amount
      andNature
      ofName
      and Address
            Beneficial
            Percentageof Beneficial
      Owner(1)
            Ownership(2)
            of
      CommonJohn
      R. Ayling
            2,161,847(3)
            15.5%974,156
            100.0%All
      Officers and Directors As a Group
            2,161,847(3)
            15.5%DABE
      Inc
            1,028,410(3)
            7.4%Capital
      First Corporation, LLC
            974,156
            100.0%Olympic
      Pools, Inc.
            1,133,437
            8.1%




(1) The
address of Mr. Ayling is c/o LD Holdings, Inc., 1070 Commerce Drive, Building
II, Suite 303, Perrysburg, OH 43551




(2) All
shares are owned of record unless otherwise indicated.




(3) The
shares beneficially owned by Mr. Ayling include 974,156 preferred shares owned
by Capital First Corporation, LLC, and 1,133,437 shares owned by Olympic Pools,
Inc., and 1,028,410 shares owned by DABE, Inc. all of which are owned and
managed by Mr. Ayling.




Item
13. Certain Relationships and Related Transactions




Olympic
Pools, Inc. (OPI) is a shareholder of the Company.  OPI is wholly
owned by John Ayling, President and Chairman of the Company.  The
Company is indebted to OPI for loans made to the Company.


12




During
2009 and 2008, the Company issued demand notes, net, in the amount of $0 and
$36,579, respectively payable to DABE, Inc., with interest accruing at a rate of
10% per annum, computed on a 360-day basis.  Any and all of these
notes are guaranteed by a security interest in all present and hereafter
acquired inventory, receivables, equipment, general intangibles, chattel paper,
documents and contract rights of the Company as collateral.  Mr.
Ayling is the sole shareholder of DABE, Inc.  On August 2, 2006 the
company issued 1,028,410 shares of common stock in lieu of interest expense on
these loans in payment of $103,638 in accrued interest.




Item
14 Principal Accountant Fees and Services




Audit
Fees




Rosenberg
Rich Baker Berman & Co. billed $20,500 and $20,385 to the Company for
professional services rendered for the audit of our 2009 and 2008 financial
statements and review of the financial statements included in our 10-Q filings
for the first three quarters of 2009 and 2008.




Audit-Related
Fees




Rosenberg
Rich Baker Berman & Co. billed $0.00 to the Company in 2009 and 2008 for
assurance and related services that are reasonably related to the performance of
the 2009 audit or review of the quarterly financial statements.




Tax
Fees




Rosenberg
Rich Baker Berman & Co. billed $0.00 to the Company in 2009 and 2008 for
professional services rendered for tax compliance, tax advice and tax
planning.




All
Other Fees




Rosenberg
Rich Baker Berman & Co. billed $0.00 to the Company in 2009 and 2008 for
services not described above.




It is the
policy of the Company's Board of Directors that all services other than audit,
review or attest services, must be pre-approved by the Board of
Directors.  All of the services described above were approved by the
Board of Directors.


13


PART
IV




Item
15. Exhibit List and Reports




(a)
Financial Statements




(b)
Exhibits




Incorporated
      ByExhibit
            
            Reference
      from
            No.
      inNumber
            Description
            Document
            Document3.1
            Certificate
      of Incorporation
            A
            3.13.2
            Bylaws
            A
            3.24.1
            Form
      of Common Stock Certificate
            A
            4.131
            Rule
      13a-14(a) Certification32
            Rule
      13a-14(b) Certification





A.
Registrant's Registration Statement on Form SB-2 (Registration Statement No. 333-53186).




(c)
Reports on Form 8-K. None.




Date:  April
      15, 2010
            /s/  John
      R. AylingJohn
      R. Ayling, ChiefExecutive
      Officer







SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.




LD
HOLDINGS, INC.


(Registrant)






Dated:
      April 15, 2010By:   /S/ John R.
      AylingName:  John
      R. AylingTitle:
      Chairman and CEO




14


Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.









Name
            Title
            Date/S/ John R.
      Ayling
            Chairman
      & CEO, Director
            April
      15, 2010John
      R. Ayling







15




Report
of Independent Registered Public Accounting Firm




Consolidated
Balance Sheets




Consolidated
Statements of Operations




Consolidated
Statements of Changes in Stockholders' Equity




Consolidated
Statements of Cash Flows




Notes
to the Consolidated Financial Statements






16


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM









To the
Board of Directors and Stockholders of LD Holdings, Inc.




We have
audited the accompanying consolidated balance sheets of LD Holdings, Inc. as of
December 31, 2009 and 2008 and the related consolidated statements of
operations, changes in stockholder's impairment and cash flows for each of the
two years in the two-year period ended December 31, 2009.  These
consolidated financial statements are the responsibility of the Company's
Management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.




We
conducted our audits in accordance with auditing standards established by the
Public Company Accounting Oversight Board (United States).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting.  Accordingly, we express no such
opinion.   An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.




In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of LD Holdings,
Inc. as of December 31, 2009 and 2008 and the results of its operations, changes
in shareholder's impairment and cash flows for each of the two years in the
two-year period ended December 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.




The
accompanying consolidated financial statements have been prepared assuming that
LD Holdings, Inc. will continue as a going concern.  As more fully
described in the notes to the consolidated financial statements, the company has
suffered recurring losses from operations and has a working capital deficiency
as of December 31, 2009.  These conditions raise substantial doubt
about its ability to continue as a going concern.  Management's plans
in regard to these matters are also described in the notes.  These
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




Rosenberg
Rich Baker Berman & Company




Somerset,
New Jersey


April 15,
2010


17




LD Holdings, Inc.


Consolidated
Balance Sheets





AssetsDecember
      31,2009
            
            
            2008Total
      Assets
            
            $
            -
            
            
            $
            -Liabilities
      and Stockholder's ImpairmentCurrent
      LiabilitiesAccounts
      payable and accrued expenses
            
            
            1,247,284
            
            
            
            1,156,217Accrued
      interest payable
            
            
            195,951
            
            
            
            158,070Accrued
      interest payable - related parties
            
            
            285,498
            
            
            
            218,845Promissory
      notes payable
            
            
            178,940
            
            
            
            178,940Promissory
      notes payable - related parties
            
            
            1,103,688
            
            
            
            975,521Total
      Current Liabilities
            
            
            3,011,361
            
            
            
            2,687,593Stockholders'
      ImpairmentCommon
      stock, par value $0.001; 900,000,000 shares authorized 16,575,061 (2009)
      and 14,838,128 (2008) shares issued and outstanding,
      respectively
            
            
            16,575
            
            
            
            14,838Preferred
      stock, par value $0.001; 10,000,000 shares authorized 974,156 shares
      issued and outstanding
            
            
            9,742
            
            
            
            9,742Additional
      paid in capital
            
            
            4,038,535
            
            
            
            3,975,164Accumulated
      deficit
            
            
            (7,076,213
            )
            
            
            (6,687,337
            )Total
      Stockholders' Impairment
            
            
            (3,011,361
            )
            
            
            (2,687,593
            )Total
      Liabilities and Stockholders' Impairment
            
            $
            -
            
            
            $
            -







The
attached notes are an integral part of these consolidated financial
statements.


18





LD
Holdings, Inc.


Consolidated
Statements of Operations





Year
      Ended December 31,2009
            
            
            2008Net
      Sales, related party
            
            $
            60,000
            
            
            $
            35,000Cost
      of Goods Sold
            
            
            -
            
            
            
            -Gross
      Profit
            
            
            60,000
            
            
            
            35,000Selling,
      General & Administrative Expenses
            
            
            344,108
            
            
            
            204,748Operating
      Loss
            
            
            (284,108
            )
            
            
            (169,748
            )Other
      Income (Expense)Interest
      Expense
            
            
            (104,968
            )
            
            
            (104,666
            )Total
      Other Income (Expense)
            
            
            (104,968
            )
            
            
            (104,666
            )Net
      Loss
            
            $
            (388,876
            )
            
            $
            (274,414
            )Loss
      per share, basic and diluted
            
            $
            (.02
            )
            
            $
            (.02
            )Weighted
      Average Common Shares Outstanding
            
            
            16,254,617
            
            
            
            14,234,292







The
attached notes are an integral part of these consolidated financial
statements.


19





LD
Holdings, Inc.


Consolidated
Statement of Changes in Stockholders' Impairment


Years
Ended December 31, 2009 and 2008





Additional
            
            
            
            
            
            TotalCommon
      Stock
            
            
            Preferred
      Stock
            
            
            Paid
      in
            
            
            Retained
            
            
            Stockholders'Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            (Deficit)
            
            
            ImpairmentBalance,January
      1,2008
            
            
            13,888,128
            
            
            $
            13,888
            
            
            
            974,156
            
            
            $
            9,742
            
            
            $
            3,947,614
            
            
            $
            (6,412,923
            )
            
            $
            2,441,679Shares
      issuedfor
      services
            
            
            950,000
            
            
            
            950
            
            
            
            27,550
            
            
            
            -
            
            
            
            28,500Net
      loss, 2008
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (274,414
            )
            
            
            (274,414
            )Balance,December
      31,2008
            
            
            14,838,128
            
            
            $
            14,838
            
            
            
            974,156
            
            
            $
            9,742
            
            
            $
            3,975,164
            
            
            $
            (6,687,337
            )
            
            $
            (2,687,593
            )Shares
      issuedfor
      service
            
            
            1,736,933
            
            
            
            1,737
            
            
            
            
            
            
            
            
            
            
            
            63,371
            
            
            
            
            
            
            
            65,108Net
      loss, 2009
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (388,876
            )
            
            
            (388,876
            )16,575,061
            
            
            $
            16,575
            
            
            
            974,156
            
            
            $
            9,742
            
            
            $
            4,038,535
            
            
            
            (7,076,213
            )
            
            $
            (3,011,361
            )








The
attached notes are an integral part of these consolidated financial
statements.


20





LD
Holdings, Inc.


Consolidated
Statements of Cash Flows





Year
      Ended December 31,2009
            
            
            2008Cash
      Flows From Operating Activities:Net
      Loss
            
            $
            (388,876
            )
            
            $
            (274,414
            )Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
      Activities:Shares
      issued for services
            
            
            65,108
            
            
            
            28,500Changes
      in Operating Assets and LiabilitiesAccounts
      payable and accrued expenses
            
            
            91,067
            
            
            
            9,022Accrued
      interest payable - related party notes
            
            
            66,653
            
            
            
            66,787Accrued
      interest payable
            
            
            37,881
            
            
            
            37,812Net
      Cash Used in Operating Activities
            
            
            (128,167
            )
            
            
            (132,293
            )Cash
      Flows From Financing Activities:Proceeds
      from notes payable-related party
            
            
            128,167
            
            
            
            132,293Net
      Cash Provided by Financing Activities
            
            
            128,167
            
            
            
            132,293Net
      Decrease in Cash
            
            
            -
            
            
            
            -Cash
      at Beginning of Year
            
            
            -
            
            
            
            -Cash
      at End of Year
            
            $
            -
            
            
            $
            -Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the year for:Interest
            
            
            -
            
            
            
            -Income
      taxes
            
            
            -
            
            
            
            -







The
attached notes are an integral part of these consolidated financial
statements.


21


1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




Nature of
Organization




LD
Holdings, Inc. (the Company), formerly Leisure Direct, Inc., was formed on
January 1, 2000 under the name of ePoolSpas.com, Inc.  The formation
was effected by the issuance of 1,750,000 shares of the Company's common stock
for the intangible assets of the former operating companies, Olympic Pools, Inc.
(OPI) and Preferred Concrete Placement, Inc (PCPI).  The Company is
located in Perrysburg, Ohio.




Basis of
Presentation





The
accompanying financial statements included herein have been prepared in
conformity with accounting principles generally accepted in the United States of
America and pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC").





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the 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 revenue and expenses during
the reporting period. Actual results could differ from those
estimates.




Fair
Value of Financial Instruments




The fair
values of accounts payable and other short-term obligations approximate their
carrying values because of the short-term maturity of these financial
instruments.




Cash and
Cash Equivalents




For the
purpose of the statements of cash flows, cash equivalents include time deposits,
certificates of deposit and all highly liquid debt instruments with original
maturities of three months or less.




Revenue
Recognition




Revenue
is recognized at the time the service is rendered.  100% of revenue was
derived from a related entity, through common ownersip and management, for
the years ended December 31, 2009 and 2008.




Income
Taxes




The
Company accounts for income taxes using the asset and liability
method.  Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.





The
Company adopted authoritative guidance relating to the accounting
for  uncertainty in income taxes.  The impact of an
uncertain income tax provision on the income tax return must be recognized at
the largest amount that is more likely than not to be sustained upon audit by
the relevant taxing authority. An uncertain tax position will not be recognized
if it has a less than 50% likelihood of being sustained.  There are no
unrecognized tax benefits included in the Company’s balance sheet at
December 31, 2009 and 2008.


22







The
accompanying consolidated financial statements include the accounts of the
Company and its majority owned subsidiaries.  All intercompany
transactions and balances have been eliminated in consolidation.




Stock-Based
Compensation




The
Company’s Board of Directors adopted the Employee/Consultant Stock Compensation
Plan (the “Plan”).  The Plan was established to further the growth of
the Company by allowing the Company to compensate employees, consultants and
other persons who provide bona-fide services to the Company through the award of
Common Stock.




We
recognize expense for our share-based compensation based on the fair value of
the awards at the time they are granted.  We estimate the value of
stock option awards on the date of grant using the Black-Scholes-Merton
option-pricing model (the”Black-Scholes model”).  The determination of
the fair value of share-based payment awards on the date of grant is affected by
our stock price as well as assumptions regarding a number of complex and
subjective variables.  These variables include our expected stock
price volatility over the term of the awards, expected term, risk-free interest
rate, expected dividends and expected forfeiture rates.  The
forfeiture rate is estimated using historical option cancellation information,
adjusted for anticipated changes in expected exercise and employment termination
behavior.  Our outstanding awards do not contain market or performance
conditions therefore we have elected to recognize share-based employee
compensation expense on a straight-line basis over the requisite service
period.




Net Loss
Per Share





FASB
Accounting Standards Codification (“ASC”) 260-10 (Prior authoritative
literature: FASB Statement 128, “Earnings Per Share”) requires the presentation
of basic earnings per share ("basic EPS") and diluted earnings per share
("diluted EPS").





Basic net
loss per share attributable to common stockholders is computed by dividing the
net loss by the weighted-average number of common shares outstanding during the
period.  Diluted loss per share is computed by dividing the net loss
by the weighted-average number of common shares outstanding during the period,
including common stock equivalents, such as conversions, exercise or contingent
exercise of securities. There were no common stock equivalents outstanding at
December 31, 2009 and 2008.




Use of
Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the 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.




2. GOING
CONCERN




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company incurred a loss of
$388,876 and $274,414 during the years ended December 31, 2009 and 2008,
respectively.  Also, as of December 31, 2009, the Company had no cash,
and current liabilities exceeded current assets by $3,011,361.  These
factors all raise substantial doubt about the ability of the Company to continue
as a going concern.  Due to these conditions, the auditors have issued
a going concern note.




Management's
plans include raising additional funding from debt and equity transactions that
will be used to acquire point of sale outlets that should in turn increase
sales.  Also, the implementation of strong cost management practices
and an increased focus on business development should result in the elimination
of the operating losses suffered and improvement of cash flows; however, any
results of the Company's plans cannot be assumed.  These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


23




3.  NOTES
PAYABLE - RELATED PARTIES




Notes
payable - related parties at December 31, 2009 and 2008 consist of the
following:




2009
            
            
            2008Notes
      payable - DABE, Inc. - with interest accruing at 10% per annum and due on
      demand.  The notes are guaranteed by a security interestin inventory, receivables, intangibles, chattel paper and contract
      rights.  John Ayling, the CEO of LD Holdings, Inc is the sole
      shareholderof DABE, Inc.
            
            $
            343,652
            
            
            $
            343,652Note
      payable - Capital First Management, Inc. -secured,
      and due on demand.  The notes areguaranteed
      by a security interestin
      inventory,receivables, intangibles, chattelpaper
      and contract rights.  John Ayling,the
      CEO Leisure Direct, Inc. is the sole shareholderof
      CapitalFirst Management, Inc.
            
            
            441,110
            
            
            
            312,943Notes
      payable - President.  The president has advanced $290,000 with
      various notes bearing interest at 12%.
            
            
            290,000
            
            
            
            290,000Notes
      payable - OPI, PCPI; OMC and LD LLC - non-interest bearing and due on
      demand.  John Ayling, the CEO of Leisure Direct, Inc.,
    isthe sole member of OPI & PCPI.
            
            
            28,926
            
            
            
            28,926$
            1,103,688
            
            
            $
            975,521









24





4.  PROMISSORY
NOTES PAYABLE





Notes
payable at December 31, 2009 and 2008 consist of the following:





2009
            
            
            2008Notes
      payable - on September 9, 2001, the Company borrowed $100,000 bearing
      interest  at 30% due March 9, 2006.  Additionally, the
      lender was issued 100,000 shares valued at $41,176.  The loan is
      currently in default.
            
            $
            100,000
            
            
            $
            100,000Note
      payable - individual unsecured bearing interest at 6% Payment was due
      March 24, 2008 in full plus unpaid interest  The note is
      currently in default
            
            
            15,000
            
            
            
            15,000Notes
      payable - Bank - line of credit of $25,000 bearing interest at prime plus
      6 1/2%. The loan is currently in default.
            
            
            11,897
            
            
            
            11,897Notes
      payable - Individuals at 10% - 12%   Note is currently in
      default.
            
            
            52,043
            
            
            
            52,043$
            178,940
            
            
            $
            178,940





25




5. INCOME
TAXES




The
differences between income tax provisions in the financial statements and the
tax expense (benefit) computed at the U.S. Federal Statutory rate are as
follows:





Year
      Ended December 31,2009
            
            2008Tax
      provision at the U. S. Federal Statutory rate
            
            
            34
            %
            
            
            34
            %Valuation
      allowance
            
            
            (34
            )%
            
            
            (34
            )%Effective
      tax rates
            
            
            -
            %
            
            
            -
            %




The
Company's provision for income taxes differs from applying the statutory U.S.
federal income tax rate to income before income taxes.  The primary
differences result from recognition of net operating loss carry forwards and
from deducting goodwill impairment/amortization expense for financial statement
purposes but not for federal income tax purposes.




Those
amounts have been presented in the Company's financial statements as follows:





December
      31,2009
            
            
            2008Deferred
      tax asset, non-current
            
            $
            2,634,916
            
            
            $
            2,502,698Total
      valuation allowance recognized for deferred
    taxes
            
            
            (2,634,916
            )
            
            
            (2,502,698
            )Net
      deferred tax asset
            
            $
            -
            
            
            $
            -




The
valuation allowance was established to reduce the net deferred tax asset to the
amount that will more likely than not be realized.  This reduction is
necessary due to uncertainty of the Company's ability to utilize the net
operating loss and tax credit carry forwards before they expire.




The
Company has available net operating loss carry forwards which may be used to
reduce Federal and State taxable income and tax liabilities in future years as
follows:





Federal
            
            
            StateAvailable
      Through2020
            
            $
            413,465
            
            
            $
            413,4652021
            
            
            262,952
            
            
            
            262,9522022
            
            
            121,232
            
            
            
            121,2322023
            
            
            127,017
            
            
            
            127,0172024
            
            
            3,020,391
            
            
            
            3,020,3912025
            
            
            1,014,436
            
            
            
            1,014,4362026
            
            
            1,064,000
            
            
            
            1,064,0002027
            
            
            406,645
            
            
            
            406,6452028
            
            
            274,414
            
            
            
            274,4142029
            
            
            388,876
            
            
            
            388,876Total
            
            $
            7,093,428
            
            
            $
            7,093,428





6.  COMMITMENTS
AND CONTINGENCIES





The
Company leases its office space from a related party, through common management
and ownership, on a month-to-month basis.  Rent expense for the years
ended December 31, 2009 and 2008 was $30,000 each year.














26