================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

    For the fiscal year ended           December 31, 2005
                                   ---------------------------

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the transition period from ______________ to _________________

                         Commission file number 0-50584
                                                -------

                              LEISURE DIRECT, INC.
                              --------------------
                 (Name of Small Business Issuer in Its Charter)

              Nevada                                  98-0335555
     ----------------------------                 ------------------
     (State or Other Jurisdiction                  (I.R.S. Employer
   of Incorporation or Organization)              Identification No.)

1070 Commerce Drive, Building II, Suite 303, Perrysburg, OH      46551
-----------------------------------------------------------     --------
(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. __



<PAGE>


     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-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |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 issuer's revenues for its most recent fiscal year were $93,020.

     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 May 12, 2006 was approximately $1,003,511.

     As of May 12, 2006, the Issuer had 8,542,010 common shares, $.001 par
value, outstanding.

     Transitional Small Business Disclosure Format: Yes    No X
                                                       ---   ---



                                                                               2
<PAGE>


                                     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

     -    Leisure Direct 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, Leisure Direct 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, Leisure Direct may exhaust its
          capital resources before it achieves operational stability.

     -    The pool and spa industry is highly competitive. We may be unable to
          compete effectively against well-known, well-capitalized competitors.

     -    Only one member of our management team has any experience in the pool
          and spa industry. Successful implementation of our business plan will
          require that we recruit individuals who can expand our expertise in
          the industry. We may not be able to recruit such individuals.

Corporate Strategy
------------------

It is the mission of the Leisure Direct, Inc. ("Leisure Direct" or "LDI") to
become the premier, highest quality and most nationally recognized manufacturer
and direct marketer of pool, spa (commonly known as "hot tubs") and patio
products in the United States. LDI also intends to increase its product line to
include a wider range of backyard entertainment products for cross selling
opportunities in conjunction with its core products. Leisure Direct will
implement its strategy through first building a direct marketing distribution
network through consolidation by acquiring existing dealers of competing
products and converting each location to direct sales points of Leisure Direct's
products. The next step will be to acquire existing manufacturers of other


                                                                               3
<PAGE>


backyard entertainment products and marketing these products through the same
distribution channel.

The total pool and spa industry is a multi-billion dollar per year industry. The
retail channels in this industry are extremely fragmented with only a few
companies having any sort of nationwide presence. This fragmentation of product
distribution channels and retail outlets creates the ideal opportunity for
funneling and directing consumer demand with a direct marketing approach.

In broad terms, Leisure Direct's strategy is to be a manufacturer and retailer
of outdoor, backyard recreational products that will be able to deliver its
products directly to its customers nationwide. Leisure Direct intends to expand
its product line to include a greater variety of outdoor home entertainment
products.

Leisure Direct intends to achieve consolidation by acquiring a selected number
of pool and spa dealers and then converting these dealers into Customer Service
Centers that market LDI products directly to the consumer. The outcome will be a
significant increase in the distribution system for Leisure Direct's products.
This strategy will also cause the transformation of Leisure Direct from a
manufacturer of leisure products to a manufacturer and direct marketer of these
products.

Concurrently, Leisure Direct will utilize a multi-media marketing strategy
(print advertising, direct mail, radio and TV, mall kiosks, and the Internet) to
stimulate sales of a wide range of outdoor recreational products, and to provide
information to dealers and consumers regarding Leisure Direct's products, with
the goal of driving consumers to company-owned customer service centers. The
result will be a direct marketing manufacturing company that has control of its
distribution network, while at the same time is increasing its product offerings
to include those of other manufacturers.

Current Business Operations
---------------------------

LDI currently sells above ground pools which it manufactures at its plant in
Perrysburg, Ohio. The pools that the Company sells are made of wood and steel.
These pools serve the middle price points of the swimming pool market.

The Company's distribution channel currently involves selling its products to
retail dealers of pools and spas. These retail dealers then sell the Company's
products to the ultimate consumer of the products. During 2004 approximately 25%
of our sales were made to Springfield TERRA-FIRMA Properties, Ltd., to whom we
have licensed the right to operate as "Olympic Pools."

LDI has many suppliers for the inputs that are used in the production of its
pools. As such, LDI is not dependent upon any single supplier for its inventory.


                                                                               4
<PAGE>


The competitors of LDI are very fragmented. There are several national
manufacturers of very low-end above-ground swimming pools. However, these
manufacturers are not direct competitors because of the price points at which
their pools sell. There are no national manufacturers of above ground swimming
pools that compete at the same price points as the pools that LDI produces. The
manufacturers of above ground swimming pools are mostly local in nature. The
prices of the pools produced by the Company are competitive with these
producers.

Overall, the Company produces pools that sell in the mid-range price points.
Pools at the low end of the price range are typically aluminum or plastic above
ground pools, and are priced from a few hundred dollars to several thousand
dollars. Pools at the mid-range price points also tend to be above ground.
However, these pools tend to be more substantial in nature, and are made of wood
and steel, and have decking and fencing attached to the pool. The price points
for these types of pools range from $4,000 to $20,000. At the higher end of the
market are in ground, i.e. pools in which the entire structure is below ground
level. The price points for these pools range begin at $15,000. The most common
in ground pools sell from $20,000 to $30,000.

The sale of swimming pools is a very seasonal business, with most sales taking
place between May and August. Generally, small backlogs develop in June and
July. However, the Company is still able to deliver its product within 5 to 7
days of taking an order. As the Company grows, it will be able to maintain this
delivery model. The pools produced by the Company are modular in nature.
Therefore, the Company needs to maintain adequate levels of each modular unit,
as opposed to individualized pools.

With its acquisition of Avalon, Ltd. In July 2004, LDI became a direct importer
and wholesaler of wicker baskets, home decorating and home & garden products.
Avalon is well known in its industry as a reliable supplier of product with
outstanding customer service. For many years, Avalon had concentrated on the
sale of wicker baskets, and related products, for home decorating and gift
packaging. In recent years, Avalon has increased its product offering to include
a greater array of furniture, home decorating and home & garden products. These
latter products carry higher margins and a wider customer appeal. Additionally,
Avalon's peak selling seasons are counter-seasonal to those in the pool and spa
industry.

Personnel
---------

LDI currently has four (4) full time employees. In addition, two of LDI's
principal's, John R. Ayling, Chairman and CEO, Paul M. Hoag, President, spent a
material amount of time working on behalf of the Company during the year. We
expect to hire from time to time, independent consultants and contractors during
the stages of implementing our business plan. Because of the seasonal nature of
the pool business, the Company can meet its current operating needs with
seasonal labor. In the coming year, management estimates that it will need 5 to


                                                                               5
<PAGE>


10 seasonal laborers. As the Company grows, it will develop a group of full time
employees that will be supplemented with seasonal 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. Effective July 1, 2004 the Company entered into a
sublease agreement with Capital First, a related entity for this location. The
sublease agreement calls for monthly rent of $2,500.

Avalon currently operates in a 17,000 sf. warehouse facility located in Toledo,
Ohio. The facility is currently subject to a three year lease. The current lease
payment, including the Company's portion of taxes and insurance, is $2,683 per
month.

The facility is currently sufficient for Avalon's activities. It is anticipated
that at the end of the lease term, Avalon will be in a position to require
additional space. That will likely be achieved by moving Avalon to a larger
location.

Item 3.  Legal Proceedings

None

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

None.

                                     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 "LDTI" since September 27, 2004. Prior to that date, the
Company's common stock was quoted on the Pink Sheets, beginning on August 2,
2004. Set forth below are the high and low bid prices for the fiscal quarters,
2005, since quotes were first posted. 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 Bid
           -------------             --------         -------
           December 31, 2005           $ .90           $ .15
           September 30, 2005          $2.00           $ .30
           June 30, 2005               $3.50           $1.10
           March 31, 2005              $3.74           $ .90


                                                                               6
<PAGE>


         (b)  Shareholders

On May 12, 2006, there were 115 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 2005 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
2005.


Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

     Results of Operations

For the year ended December 31, 2005, LDI had revenues of $93,020 which
represented a 74.1% decrease over 2004 revenues of $359,305. LDI had a working
capital shortage throughout 2005 and did not emphasize current operations.
Because of the several acquisition opportunities available to LDI, management
elected to devote all of it's time seeking financing partners for these
acquisitions.

LDI's gross margin was (256.4) in 2005, down from the (12.2%) realized in 2004.
Gross margins declined, due to fixed expenses, including depreciation expenses
payment of rent on the manufacturing facility, the impairment of approximately $
150,000 of inventory, and the write off of an option to purchase real estate in
the amount of $50,000.


                                                                               7
<PAGE>


During 2005 LDI incurred selling, general and administrative expenses of
$2,557,989 in 2005, compared to $480,898 in 2004. The primary drivers for the
increase in selling, general and administrative expenses including fund raising
expenses of $151,052, salaries to officers and management of $165,863 and
management fees of $21,860. Of the $289,000 in salaries, and $115,400 of
consulting fees, and $ 1,674,750 in financing fees. in

The Company's operating loss was $2,849,011. While a majority of the operating
loss stems from the charge from the financing transaction, funding of the
company came from loans from LDI's principal shareholders.

The Company had a loss for tax purposes in 2005 and 2004. 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

LDI's operations used $146,256 in cash during 2005. The depletion of cash was
primarily attributable to the operating losses incurred during the year.

LDI had a working capital deficit of $ 1,908,703 at December 31, 2005. 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 the vendors
from whom we purchase components for our products. Our inability to make timely
payments for components makes it difficult for us to obtain preferential
pricing.

LDI 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, LDI will have to curtail its operations, and it will not be
able to implement its business plan. LDI 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 LDI's
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
2005, 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


                                                                               8
<PAGE>


reason for the determination was our lack of certainty as to whether Leisure
Direct 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 2005.

     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 7.  Financial Statements and Supplementary Data

The financial statements of the Company, together with notes and the Report of
Independent Registered Public Accounting Firm, are set forth immediately
following Item 14 of this Form 10-KSB.


Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.

Item 8A. Controls and Procedures

     John Ayling, our Chief Executive Officer, performed an evaluation of the
Company's disclosure controls and procedures as of December 31, 2005. Based on
his evaluation, he concluded that the controls and procedures in place are
sufficient to assure that material information concerning the Company which
could affect the disclosures in the Company's quarterly and annual reports is
made known to him by the other officers and employees of the Company, and that
the communications occur with promptness sufficient to assure the inclusion of
the information in the then-current report.

     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.

                                    PART III


                                                                               9
<PAGE>


Item 9.  Directors and Executive Officers of the Registrant

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

                                                                      Director
    Name           Age                 Position                         Since
--------------     ---    ---------------------------------------     --------
John R. Ayling     61     CEO and Director (Chairman of the Board)      2004

Paul M. Hoag       49     President                                      --

John R. Ayling -CEO and Chairman of the Board. John R. Ayling, 62, 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 Oberweis 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 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.

Paul M. Hoag - President. Paul M. Hoag, 50, became President of Leisure Direct
in August, 2004. Mr. Hoag has 20 years of managerial and finance experience.
From 1999 until 2002, Mr. Hoag worked for with Prudential Securities. From 2002
until joining the Company, Mr. Hoag worked with Merrill Lynch. For Prudential
Securities and Merrill Lynch, Mr. Hoag was a broker and he managed individual
and non-profit accounts and 401(k) plans. Mr. Hoag is a NASD registered
representative and holds a Series 6,7,63 and 65 licenses. From 1980 until 1999
Mr. Hoag was involved in the construction and finance industry from project
superintendent for 8 to 15 million dollar commercial projects before becoming
sales manager for the largest home builder in the Toledo area in 1989. He
started a home and construction mortgage business with several partners in 1992
which was sold in 1995 and his own home building business in 1994 before
entering the brokerage industry. Mr. Hoag has a BBA in Business Administration
for marketing and finance from the University of Toledo and also holds insurance
and real estate brokerage licenses in Ohio.


     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.


                                                                              10
<PAGE>


     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 due to the relatively small number of members of management.


     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 2004 by
Section 16(a) of the Exchange Act.


Item 10. Executive Compensation

In 2005, no officer or director received any cash compensation from the Company.
In 2005, the Company agreed to pay Mr. Ayling and Mr. Hoag each a salary of
$48,000 per year. Mr. Ayling and Mr. Hoag agreed to take up to 50% of their
compensation in the form of options on common stock.

This table itemizes the compensation we paid to John Ayling, who served as our
Chief Executive Officer during 2005. There was no other officer whose salary and
bonus for services rendered during the year ended December 31, 2005 exceeded
$100,000.

                                  Compensation
                                  Year      Salary      Stock Grant
                                  ----      ------      -----------
         John Ayling.......       2005      $48,000*         0
                                  2004      $36,000*      $48,000
                                  2003         0             0

* Mr. Ayling agreed to take 50% of his 2005 salary and 100% of this 2004 salary
in the form of options on commons stock.

         Stock Option Awards

                 ---------------- ------------ --------------
                 Name             Position     Options
                 ---------------- ------------ --------------

                 John R. Ayling   CEO          48,000
                 ---------------- ------------ --------------
                 Paul M. Hoag     President    48,000
                 ---------------- ------------ --------------

     The following tables set forth certain information regarding the stock
options acquired by the Company's Chief Executive Officer during the year ended
December 31, 2005 and those options held by him on December 31, 2005.


                                                                              11
<PAGE>


                      Option Grants in the Last Fiscal Year
                      -------------------------------------

                         Percent
                         of total                           Potential realizable
             Number of   options                            value at assumed
             securities  granted to                         annual rates of
             underlying  employees   Exercise               appreciation of
             option      in fiscal   Price      Expiration  for option term
Name         granted     year        ($/share)  Date           5%          10%
-----------  ----------  ----------  ---------  ----------  --------    --------
John Ayling  48,000      37.5        .50        5 years     0           5,760

                    Aggregated Fiscal Year-End Option Values

              Number of securities underlying  Value of unexercised in-the-money
              unexercised options at fiscal    options at fiscal year-end ($)
Name          year-end (#) (All exercisable)   (All exercisable)
-----------   ------------------------------   ---------------------------------
John Ayling                 0                                  0
400

Item 11. 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 12/31/05.

                                    Amount and
                                    Nature of
Name and Address                    Beneficial         Percentage
of Beneficial Owner(1)              Ownership(2)        of Class
-----------------------------------------------------------------------
John R. Ayling                      11,391,000(3)(5)     65.6%

Paul M. Hoag                            88,500(5)          .5%


All Officers and Directors
 As a Group (2 persons)             11,443,500(3)(5)     66.1%

Michael D. Slates                      905,250(4)(5)      5.2%

Capital First Corporation, LLC         974,156           56.1%

Olympic Pools, Inc.                  1,133,437            6.5%

------------------------------------

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


                                                                              12
<PAGE>


(2)  All shares are owned of record unless otherwise indicated.
(3)  The shares beneficially owned by Mr. Ayling include 9,741,563 shares owned
     by Capital First Corporation, LLC, and 1,133,437 shares owned by Olympic
     Pools, Inc., both of which are owned and managed by Mr. Ayling.
(4)  Includes 82,500 shares which Mr. Slates may acquire upon exercise of
     warrants attached to a promissory note issued to him by LDI-Delaware.
(5)  Includes for unexercised options of 36,000 for Mr. Slates and 36,000 for
     Mr. Hoag.

     Equity Compensation Plan Information

<TABLE>
<CAPTION>

                             Number of              Weighted           Number of securities
                      securities to be issued    average exercise      remaining available
                          upon exercise of     price of outstanding    for future issuance
                        outstanding options,     options, warrants         under equity
                        warrants and rights         and rights          compensation plans
<S>                   <C>                       <C>                    <C>
Equity compensation
plans approved by
security holders             72,000                     .50                 2,531,500

Equity compensation
plans not approved by           0                       N.A.                    0
security holders

               Total         72,000                     .50                 2,531,500
</TABLE>

Item 12. Certain Relationships and Related Transactions

During 2004 and 2005, the Company paid expenses of Olympic Pools, Inc. (OPI).
OPI is a shareholder of the Company. PCPI is wholly owned by John Ayling,
President and Chairman of the Company. The Company is indebted to to OPI for
loans made to the Company. The Company paid certain vendors of OPI, and payments
made to remove certain chemical barrels from the Company's plant that were
attributable to OPI's activities. Payments totaling $9,500 and $1,649
respectively were made. The Company reduced the indebtedness to OPI in identical
amounts.

During 2005, the Company issued demand notes, net, in the amount of $1,034,
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.


                                                                              13
<PAGE>


On January 1, 2004, Leisure Direct and Capital First Corporation, LLC, entered
into a Financial Business Development & Investment Banking Advisory Services
Agreement, whereby Capital First, and its principals, John R. Ayling and Michael
D. Slates, would provide certain management and development services for the
Company. This transaction took place prior to the merger between Leisure Direct,
Inc., and Olympic Manufacturing Company, LLC. Capital First, John Ayling and
Michael Slates to provide business development and investment banking advisory
services to the Company for one year. Under the agreement, Capital First may
earn success fees contingent upon the Company's securing of equity or other
financing. Mr. Ayling and Mr. Slates ("Individual Consultants") will receive
compensation of $36,000 and $28,000, respectively, for the services to be
provided to the Company. The Individual Consultants may also elect to receive
their compensation via common stock at a rate of four shares of stock for each
dollar of compensation. Effective August 2, 2004, the Company extended the
employment agreements of Mr. Ayling and Mr. Slates. In 2005 and 2006, Mr. Ayling
and Mr. Slates will receive compensation in the amounts of $48,000 and $60,000,
respectively. Mr. Ayling and Mr. Slates each have options to receive one-half of
the salary in stock valued at $0.50 per share. As of August 31, 2005, Mr. Slates
resigned as an officer and director of the Company, and from Capital First. As
of December 31, 2005, there remained unpaid compensation from the Company to Mr.
Slates of $26,000, including the option to take $10,000 of this compensation in
the form of up to 20,000 shares of stock. In addition, the Company agreed to pay
Mr. Slates the amount of $8,000 for the period of September 1, 2006 through
December 31, 2006, with the option of receiving this compensation in the form of
common stock at the price of $0.50 per share.

Effective August 2, 2004, Paul M. Hoag was named President of Leisure Direct,
Inc. Mr. Hoag will receive compensation over the next 2.5 years. Mr. Hoag will
receive a salary of $15,000, $48,000 and $60,000 in 2004, 2005 and 2006
respectively. Mr. Hoag has options to receive one-half of the salary in stock
valued at $0.50 per share. As incentive compensation, Mr. Hoag will receive a
cash bonus equal to 2% of the pre-tax profits of the company, with an additional
2% of the amount of pre-tax profits that exceed certain pre-determined goals.
Mr. Hoag is being granted a three year option to purchase 500,000 shares of the
Company's common stock at $.50 per share. The option will vest over the next
three years if Mr. Hoag remains employed by the Company.





                                                                              14
<PAGE>


                                     PART IV

Item 13.  Exhibit List and Reports on Form 8-K

     (a) Financial Statements

         Report of Independent Registered Public Accounting Firm

         Balance Sheet

         Statements of Operations

         Statements of Changes in Stockholders' Equity

         Statements of Cash Flows

         Notes to the Financial Statements


     (b) Exhibits

                                             Incorporated By
Exhibit                                      Reference from         No. in
Number            Description                    Document          Document
3.1        Certificate of Incorporation             A                3.1
3.2        Bylaws                                   A                3.2
4.1        Form of Common Stock Certificate         A                4.1
31         Rule 13a-14(a) Certification
32         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.


Item 14  Principal Accountant Fees and Services

     Audit Fees

     Rosenberg Rich Baker Berman & Co. billed $40,500 to the Company for
professional services rendered for the audit of our 2005 financial statements
and review of the financial statements included in our 10-QSB and 10-KSB filings
for the four quarters of 2005.

     Audit-Related Fees

     Rosenberg Rich Baker Berman & Co. billed $0.00 to the Company in 2005 for
assurance and related services that are reasonably related to the performance of
the 2004 audit or review of the quarterly financial statements.

     Tax Fees

     Rosenberg Rich Baker Berman & Co. billed $0.00 to the Company in 2005 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 2005 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.



                                                                              15
<PAGE>


           Report of the Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of
Leisure Direct, Inc.


We have audited the accompanying consolidated balance sheet of Leisure Direct,
Inc. as of December 31, 2005 and the related consolidated statements of
operations, changes in stockholder's impairment and cash flows for the years
ended December 31, 2005 and 2004. 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. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. 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 Leisure
Direct, Inc. as of December 31, 2005 and the results of its operations, changes
in shareholder's equity and cash flows for the years ended December 31, 2005 and
2004 in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been prepared assuming
that Leisure Direct, 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, 2005. 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

Bridgewater, New Jersey
May 7, 2006


                                                                              16
<PAGE>


                              Leisure Direct, Inc.
                           Consolidated Balance Sheet
                                December 31, 2005


                                     Assets

Current Assets
  Cash and equivalents                                              $       637
                                                                    -----------

     Total Current Assets                                                   637

Property and equipment, net of
 accumulated depreciation of $80,965                                    158,234
                                                                    -----------

  Total Assets                                                          158,871
                                                                    ===========

                    Liabilities and Stockholder's Impairment

Current Liabilities
  Accounts payable and accrued expenses                                 565,246
  Accrued interest payable                                              118,573
  Accrued interest payable - related parties                            135,078
  Promissory notes payable, net of discount of $17,176                  390,600
  Promissory notes payable - related parties                            699,843
                                                                    -----------

     Total Current Liabilities                                        1,909,340
                                                                    -----------


Stockholders' Impairment
  Common stock, par value $0.001; 100,000,000
   shares authorized 17,368,573 shares
   issued and outstanding                                                17,368
  Additional paid in capital                                          4,677,091
  Deferred consulting fees                                             (189,504)
  Subscription receivable                                            (1,312,500)
  Accumulated deficit                                                (4,942,924)
                                                                    -----------

     Total Stockholders' Impairment                                  (1,750,469)
                                                                    -----------

     Total Liabilities and
      Stockholders' Impairment                                      $   158,871
                                                                    ===========

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


                                                                              17
<PAGE>


                              Leisure Direct, Inc.
                      Consolidated Statements of Operations



                                                     Year Ended December 31,
                                                  -----------------------------
                                                       2005            2004
                                                  ------------     ------------

Net Sales                                         $     93,020     $    359,305

Cost of Goods Sold                                     206,965          244,991
Manufacturing Overhead                                 124,544          158,199
                                                  ------------     ------------

     Gross (Deficit) Profit                           (238,489)         (43,885)
                                                  ------------     ------------

Selling, General & Administrative Expenses           2,557,989          480,898
Goodwill Impairment                                          -          250,000
Provision for Doubtful Accounts                         52,533            1,325
                                                  ------------     ------------

     Operating Loss                                 (2,849,011)        (776,108)
                                                  ------------     ------------

Other Income (Expense)
     Interest Income                                       758            1,014
     Interest Expense                                 (120,229)         (98,773)
     Loss on disposal of assets                        (51,909)               -
                                                  ------------     ------------

        Total Other Income (Expense)                  (171,380)         (97,759)
                                                  ------------     ------------


Net Loss                                          $ (3,020,391)    $   (873,867)
                                                  ============     ============


Loss per share, basic and diluted                 $       (.18)    $       (.06)
                                                  ============     ============

Weighted Average Common Shares Outstanding          16,512,524       15,356,907
                                                  ============     ============


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


                                                                              18
<PAGE>


<TABLE>
<CAPTION>
                                                        Leisure Direct, Inc.
                                    Consolidated Statement of Changes in Stockholders' Impairment
                                               Years Ended December 31, 2005 and 2004



                         Common Stock      Additional                                                Treasury Stock        Total
                      -------------------    Paid In    Retained       Deferred    Subscription  --------------------  Stockholders'
                        Shares    Amount     Capital    (Deficit)     Consulting    Receivable     Shares      Amount    Impairment
                     ---------- ---------  ----------  -----------   -----------   -----------   ---------   ---------   -----------
<S>                 <C>         <C>        <C>         <C>           <C>           <C>           <C>         <C>         <C>
Balance -
 January 1, 2004      6,187,573 $  70,501  $  676,775  $(1,048,666)                              $(862,500)  $ (35,000) $  (336,390)
Repayment of
 related party debt     127,500       127      16,873            -                                       -           -       17,000
Effect of merger
 and recapitalization 8,775,000   (55,539)       (104)           -                                 862,500      35,000      (20,643)
Shares issued for
 settlement of
 accrued salaries       559,500       560      99,190            -                                       -                   99,750
Shares issued for
 equipment                3,000         3       1,497            -                                       -                    1,500
Net loss, 2004                                      -     (873,867)                                      -           -     (873,867)
                     ---------- ---------  ----------  -----------   -----------   -----------   ---------   ---------   -----------

Balance -
 December 31, 2004   15,652,573    15,652     794,231   (1,922,533)                                      -           -   (1,112,650)
                     ---------- ---------  ----------  -----------   -----------   -----------   ---------   ---------   -----------

Repayment of
 related party debt      55,000        55     175,945            -                                       -           -      176,000
Shares issued for
 settlement of
 accrued salaries       367,500       367     286,383            -                                       -           -      286,750
Shares issued
 for services           208,500       209     115,191            -                                       -           -      115,400
Shares issued for
 settlement of
 accrued expenses        35,000        35      26,365            -                                       -                   26,400
Shares issued in
 connection with
 note payable           100,000       100      41,076                                                                        41,176
Amortization of
 consulting fees                                                       1,710,846                                          1,710,846
Warrants issued
 for services                 -         -   1,900,350            -    (1,900,350)                        -           -
Exercised Warrants      950,000       950   1,337,550                               (1,312,500)                              26,000
Net loss, 2005                -         -           -   (3,020,391)            -             -           -           -   (3,020,391)
                     ---------- ---------  ----------  -----------   -----------   -----------   ---------   ---------   -----------

Balance -
 December 31, 2005   17,368,573 $  17,368  $4,677,091  $(4,942,924)  $  (189,504)  $ (1312,500)  $       -   $       -  $(1,750,469)
                     ========== =========  ==========  ===========   ===========   ===========   =========   =========   ===========



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


                                                                                                                                  19
</TABLE>
<PAGE>


                              Leisure Direct, Inc.
                      Consolidated Statements of Cash Flows

                                                      Year Ended December 31,
                                                    ----------------------------
                                                        2005           2004
                                                    -----------    -----------

Cash Flows From Operating Activities:
Net Loss                                            $(3,020,391)   $  (873,867)
Adjustments to Reconcile Net Loss
 to Net Cash Used by
    Operating Activities
Operating Activities:
     Impairment of goodwill                                   -        250,000
     Amortization of deferred
     financing fees                                      36,096              -
     Impairment of inventory                            153,544              -
     Impairment of property                               7,572              -
     Depreciation and amortization                       41,515         44,106
     Shares issued for services                       2,321,919              -
Changes in Operating Assets
 and Liabilities
     Accounts receivable                                 13,609        (13,609)
     Accrued interest receivable -
      related party notes                                     -              -
     Inventory                                           11,827       (140,680)
       Prepaid expenses                                   8,126          1,418
     Other current assets                                59,599         (9,599)
     Accounts payable and
      accrued expenses                                   82,923        181,808
     Accrued interest payable                           114,672         (4,473)
     Accrued interest payable -
      related parties                                    22,733         49,863
                                                    -----------    -----------

        Net Cash Provided (Used) by
         Operating Activities                          (146,256)      (515,033)
                                                    -----------    -----------

Cash Flows From Investing Activities
     Purchases of fixed assets                                -       (248,723)
                                                    -----------    -----------
        Net Cash Used by Investing Activities                         (248,723)
                                                    ===========    ===========

Cash Flows From Financing Activities
     Proceeds from notes payable                        228,137        768,653
     Repayment of notes payable                        (113,697)             -
     Cash received from exercise of warrants             26,000
                                                    -----------    -----------

        Net Cash Provided  by Financing Activities      140,440        768,653
                                                    -----------    -----------

Net (Decrease )Increase in Cash and Equivalents          (5,816)         4,897

Cash and Equivalents at Beginning of Year                 6,453          1,556
                                                    -----------    -----------
Cash and Equivalents at End of Year                 $       637    $     6,453
                                                    ===========    ===========


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


                                                                              20
<PAGE>


                              Leisure Direct, Inc.
                      Consolidated Statements of Cash Flows


                                                          2005         2004
                                                       ----------   ----------

Supplemental Disclosure of Cash Flow Information:

Cash paid during the year for:

     Interest                                                   -            -
                                                       ----------   ----------

     Income taxes                                                        9,500
                                                       ----------   ----------

Supplemental Disclosure of Non-Cash Investing
     And Financing Activities:

Shares issued  in repayment of related party
 notes payable                                         $        -   $   17,000
                                                       ==========   ==========
Shares issued for purchase of equipment                         -        1,500
                                                       ==========   ==========
Shares issued in settlement of accrued salaries                 -       99,750
                                                       ==========   ==========
Shares issued  in settlement of accounts payable       $     26,4   $        -
                                                       ==========   ==========
Shares issued for subscription receivable               1,312,500            -
                                                       ==========   ==========
Shares issued for deferred financing fees                 225,600            -
                                                       ==========   ==========


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


                                                                              21
<PAGE>


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     Nature of Organization
         Leisure Direct, Inc. (the Company), formerly known as ePoolSpas.com,
         Inc., was formed on January 1, 2000. 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, and currently operates under the trade
         name Olympic Manufacturing Company. The Company manufactures and
         assembles components of above ground pools and sells wholesale to its
         customers, which are primarily dealers and other retailers. The
         Company's sales are currently concentrated in the Midwest region of the
         United States.

         On January 15, 2004, the Company entered into an agreement to effect a
         reverse shell merger with Olympic Manufacturing Company, LLC ("OMC"), a
         Nevada Limited Liability Company and wholly-owned subsidiary of Uranium
         Strategies, Inc. ("USI"), a Nevada corporation. The closing of the
         merger took place on February 2, 2004, whereby OMC became the surviving
         entity, and the name of USI was changed to Leisure Direct, Inc.
         Pursuant to the merger, each outstanding share of the Company was
         cancelled and converted into the right to receive one share of common
         stock of USI. These shares represent 41.85% of the outstanding common
         stock of USI as of the closing of the merger. Holders of options to
         purchase Company stock prior to the merger received an equal number of
         options to purchase shares of USI common stock at the same purchase
         price.


     Fair Value of Financial Instruments
         The fair values of cash, accounts receivable, accounts payable and
         other short-term obligations approximate their carrying values because
         of the short-term maturity of these financial instruments. The carrying
         values of the Company's long-term obligations approximate their fair
         value. In accordance with Statement of Financial Accounting Standards
         No. 107, "Disclosure About Fair Value of Financial Instruments," rates
         available to the Company at balance sheet dates are used to estimate
         the fair value of existing debt.


     Cash and 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.


                                                                              22
<PAGE>


     Inventories
         Inventories are stated at the lower of cost or market using the average
         cost method. Market value for raw materials is defined as replacement
         cost and for work-in-progress and finished products as net realizable
         value. The entire inventory has been reserved for obsolescence.


     Property & Equipment
         Property and equipment are carried at cost. Depreciation is provided
         for financial reporting purposes on a straight-line basis over the
         estimated useful lives of the assets; 5 years for machinery and
         equipment. Repairs and maintenance expenditures which do not extend the
         useful lives of the related assets are expensed as incurred.


     Goodwill
         Goodwill resulted from the initial issuance of the Company's common
         stock to OPI and PCPI. The goodwill attributable to this transaction of
         $465,000 was being amortized on a straight-line basis over 20 years for
         the year ended December 31, 2001. Pursuant to SFAS No. 142, Goodwill
         and Other Intangible Assets, the Company ceased amortizing this
         goodwill in 2002 and has instead measured the intrinsic fair value of
         the reporting unit to which the goodwill relates to test for
         impairment. During the year ended December 31, 2004 the total value of
         the goodwill, $250,000, was impaired due to the excess of its carrying
         value over its estimated fair value.


     Shipping and Handling Costs
         Shipping and handling costs are charged to operations when incurred and
         are included in the Cost of Sales caption on the Statement of
         Operations. Shipping and handling expense was $16,168 and $28,477 for
         the years ended December 31, 2005 and 2004, respectively.


     Revenue Recognition
         Sales revenue is recognized when the product is delivered to the
         customer and the resulting receivable is deemed probable of collection.


     Advertising Costs
         Advertising costs are charged to operations when incurred. Advertising
         expense was $0 and $1,322 for the years ended December 31, 2005 and
         2004, respectively.


     Income Taxes
         Income taxes are provided for the tax effects of transactions reported
         in the financial statements and consist of taxes currently due plus
         deferred taxes related primarily to differences for financial and


                                                                              23
<PAGE>


         income tax reporting related to net operating losses that are available
         to offset future federal and state income taxes. The deferred tax
         assets and liabilities represent the future tax return consequences of
         those differences, which will either be taxable or deductible when the
         assets and liabilities are recovered or settled.

     Principles of Consolidation
         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

         On July 26, 2004 the Company's Board of Directors adopted the 2004
         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. The Board of Directors, at its discretion, is authorized to
         compensate eligible employees and consultants up to an aggregate of
         1,500,000 shares. The Company issued 576,000 and 634,000 shares under
         the plan in 2005 and 2004, respectively.

     Net Loss Per Share
         Loss per share, in accordance with the provisions of Financial
         Accounting Standards Board No. 128, "Earnings Per Share," is computed
         by dividing the net loss by the weighted average number of common
         shares outstanding during the period. The effect of assuming the
         exchange of any stock options, warrants and convertible notes would be
         anti-dilutive as of December 31, 2005 and 2004.

     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.

     Reclassification
         Certain amounts in the 2004 financial statements have been reclassified
         to conform with the 2005 financial statement presentation. The
         reclassification had no effect on the net loss reported for the year
         ended December 31, 2004.

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
     $3,020,391 during the year ended December 31, 2005. Also, as of December
     31, 2005, the Company only had $637 in cash, and current liabilities


                                                                              24
<PAGE>


     exceeded current assets by $1,908,703. 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 additional 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.


3.   NEW ACCOUNTING PRONOUNCEMENTS

     In December 2004, the FASB issued a revision of FASB Statement 123,
     Accounting for Stock-Based Compensation. Statement of Financial Accounting
     Standards SFAS No. 123(R) "Share-Based Payment" ("SFAS 123(R)") revises
     SFAS Statement No. 123 and supersedes APB Opinion No. 25, Accounting for
     Stock issued to Employees, and its related implementation guidance. This
     Statement establishes standards for the accounting for transactions in
     which an entity exchanges its equity instruments for goods or services. It
     also addresses transactions in which an entity incurs liabilities in
     exchange for goods or services that are based on the fair value of the
     entity's equity instruments or that may be settled by the issuance of those
     equity instruments. This statement focuses primarily on accounting for
     transactions in which the entity obtains employee services in share-based
     payment transactions. This statement does not change the accounting
     guidance for share-based payment transactions with parties other than
     employees provided in statement 123 as originally issued and ETIF Issue No.
     96-18, "Accounting for Equity Instruments That Are Issued to Other Than
     Employees for Acquiring, or in Conjunction with Selling, Goods or
     Services". This statement does not address the accounting for employee
     share ownership plans, which are subject to AICPA Statement of Position
     93-6, Employers' Accounting for Employee Stock Ownership Plans. The Company
     does not believe the adoption of this statement will have a material effect
     on its financial position and results.


4.   CONCENTRATIONS OF BUSINESS AND CREDIT RISK

     The Company sells to the majority of its customers on terms of cash on
     delivery or prepaid. The Company maintained an allowance for doubtful
     accounts based on factors surrounding the credit risk of specific
     customers, historical trends, and other information. As of December 31,
     2005, accounts receivable were zero.

     During 2004 , the Company generated approximately 25% of its total sales
     through one customer, Springfield Terra-Firma Properties, LTD (d/b/a


                                                                              25
<PAGE>


     Olympic Pools), with whom the Company has a license agreement (see
     "COMMITMENTS AND CONTINGENCIES").

5.   PROPERTY AND EQUIPMENT

     Equipment at cost, less accumulated depreciation, consists of the following
     at December 31, 2005:

         Equipment                                         $   239,199
         Less accumulated depreciation                         (80,965)
                                                           -----------
                  Total                                    $   158,234
                                                           ===========

     Depreciation expense charged to operations was $41,515 and $44,106 in 2005
     and 2004, respectively.


6.   NOTES PAYABLE - RELATED PARTIES

     Notes payable - related parties at December 31, 2005 consist of the
     following:

     Notes payable - DABE, Inc. - with interest accruing at 10%
        Per annum.  The notes are guaranteed by a security interest
        in inventory, receivables, intangibles, chattel paper and
        contract rights.  John Ayling, the CEO of Leisure Direct,
        Inc. is the sole shareholder of DABE, Inc.                    $ 286,527

     Note payable - Capital First Management LLC  - unsecured,
        Non-interest bearing and due on demand.  John Ayling, the
        CEO Leisure Direct, Inc. is the sole member of Capital First
        Management Company, LLC.                                         94,383

     Notes payable - President.  The president has advanced
        $290,000 with various notes bearing interest at 12%.            290,000

     Notes payable - OPI and PCPI - non-interest bearing and due on
        demand. John Ayling, the CEO of Leisure Direct, Inc.,
        is the sole member of OPI & PCPI.                                28,933
                                                                      ---------

                                                                      $ 699,843
                                                                      =========


                                                                              26
<PAGE>


7.   PROMISSORY NOTES PAYABLE

     Notes payable at December 31, 2005 consist of the following:

     Notes 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 discount on the note was $17,176.
        The loan is currently in default.                             $  82,824

     Note payable - secured by equipment bearing interest between
        21 and 29 percent due in monthly payments. The loan is
        currently in default and currently due on demand                243,837

     Notes payable - Bank - line of credit of $25,000 bearing
        interest at prime plus 6 1/2%. The loan is currently in
        default as of March 1, 2006.                                     11,897

     Notes payable - Individuals at 10% - 12% interest due on
        demand.                                                          52,042
                                                                      ---------

                                                                      $ 390,600
                                                                      =========

8.   ROYALTIES PAYABLE

     Pursuant to the Asset Purchase Agreements entered into with OPI and PCPI,
     the Company is obligated to make royalty payments at a rate of 2% of
     Company revenues attributable to doing business as Olympic Manufacturing
     Company (due to OPI) and 1% of Company revenues attributable to doing
     business as Preferred Concrete Placement Company (due to PCPI) for the
     first two years of operations. At December 31, 2005, the balance of
     royalties payable is $24,652 and is included in accounts payable and
     accrued expenses


9.   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,
                                                            -------------------
                                                              2005       2004
                                                            --------   --------

     Tax 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
     carryforwards and from deducting goodwill impairment/amortization expense
     for financial statement purposes but not for federal income tax purposes.


                                                                              27
<PAGE>


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

                                                              December 31, 2005
                                                              -----------------

     Deferred tax asset, noncurrent                           $       1,977,000
     Total valuation allowance recognized for deferred taxes         (1,977,000)
                                                              -----------------

     Net deferred tax asset (liability)                       $               -
                                                              =================

     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 carryforwards which may be
     used to reduce Federal and State taxable income and tax liabilities in
     future years as follows:

                                                   Federal          State
                                                 ------------    ------------
       Available Through
            2020                                 $    413,465    $    413,465
            2021                                      262,952         262,952
            2022                                      121,232         121,232
            2023                                      127,017         127,017
            2025                                    3,020,391       3,020,391
                                                 ------------    ------------
                 Total                           $  4,942,924    $   4,942,924
                                                 ============    ============



10.  COMMITMENTS AND CONTINGENCIES

     During 2001, the Company's insurance policies were each cancelled for
     non-payment of premiums. These policies for general liability, commercial
     property and workers' compensation have not been reinstated. Given the
     above facts, the Company has potential exposure to loss at December 31,
     2005 for which a reasonable estimate cannot be made. Management believes
     its potential liability with regard to product liability is mitigated based
     on the fact that the Company has had no such claims since inception and
     that OPI, the predecessor company, had no claims in the 20 years prior to
     acquisition by the Company.

     As of December 31, 2005, the Company had liabilities for federal and state
     payroll taxes dating back to the year 2000. The Company owes approximately
     $237,000 for federal payroll taxes and approximately $35,000 for state and
     local payroll taxes plus penalty and interest. These past due amounts will
     continue to accrue interest and penalties as long as they remain unpaid.


                                                                              28
<PAGE>


     On April 14, 2000, the Company entered into a joint venture agreement with
     Springfield Terra-Firma Properties, LTD. (Springfield). Under the terms of
     the agreement, the Company grants a license to use the "Olympic" name and
     trademark and to use the term "Factory Outlet" in signage and advertising,
     so long as Springfield sells products manufactured by the Company at
     certain minimum quantities. Both parties may develop their own retail
     stores, with the Company having the right to invest in a new Springfield
     store at up to a 49% interest, while Springfield having the right of first
     refusal to manage a new store opened by the Company for a management fee.

     The Company leases office and warehouse space, and equipment under
     noncancellable operating lease agreements which expire at various dates
     through 2007. The Company currently leases a 17,000 sq. ft. facility for an
     initial 3 year period, beginning September 1, 2004, for $2,683 per month,
     including real estate taxes and insurance, with an option to convert to a
     month to month tenancy at the conclusion of the 3 year period. Warehouse
     facilities are subleased from a related party for a period of two years, at
     $2,500 per month, beginning on July 1, 2005. Rent expense for the years
     ended December 31, 2005 and December 31, 2004 were $47,196 and $10,732,
     respectively. The Company is currently in default of its warehouse lease as
     of December 31, 2005.















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<PAGE>


11.  Common Stock Warrants

     A summary of the warrant activity for the two years ended December 31, 2005
     is set forth below:

                                                                  Weighted
                                                                  Average
                                                  Number of       Exercise
                                                  Warrants        Price

     Outstanding at December 31, 2004                     -      $       -
     Granted                                      2,759,000           0.99
     Exercised                                     (950,000)          1.41
     Canceled or Expired                                  -              -
                                                  ----------     ----------

     Outstanding at December 31, 2005              1,800,000     $     .18
                                                  ==========     ==========

12.  STOCKHOLDERS' EQUITY

     During 2005 the Company issued 208,500 shares for services vaued at
     $115,400.

     During 2005, the Company issued 367,500 shares in lieu of salary valued at
     $286,750.

     On April 11, 2005 the Company issued 750,000 options with exercise price of
     $1.75 per share for financing services for three months totaling
     $1,674,750. On April 14, 2005 750,000 shares were exercised valued at
     $1,312,500 in exchange for a subscription receivable.

     On May 12, 2005 the Company issued 55,000 shares valued at $176,000 for
     interest.

     In August and September 2005, the Company issued 35,000 shares for payment
     of accounts payable valued at $26,400.

     In September 2005, the Company issued 100,000 shares in conjunction with a
     $100,000 loan valued at $41,176.

     On December 20, 2005, 200,000 warrants were exercised for $26,000.

     On November 3, 2005, there were 2,000,000 warrants issued at $.13 to $1.00
     per share valued at $225,600. The deferred financing fee is being amortized
     over the life of the agreement which is one year. The amortization of
     financing fees for 2005 were $36,096.

     During 2004, the Company issued 127,500 shares of its common stock for
     $17,000 for repayment of related party debt.


                                                                              30
<PAGE>


     During 2004, the Company issued 559,500 shares of its common stock valued
     at $99,750 for settlement of accrued salaries.

     During 2004, the Company issued 3,000 shares for $1,500 of equipment.

13.  SEGMENT FINANCIAL DATA

     Statement of Financial Accounting Standards No. 131, "Disclosures about
     Segments of an Enterprise and Related Information" (SFAS No. 131),
     establishes standards for reporting information about operating segments.
     The following information is provided in accordance with the requirements
     of SFAS No. 131 and is consistent with how business results are reported
     internally to management.

     Leisure Direct, Inc. is in the business of manufacturing and assembling
     above ground pools and sells wholesale to dealers and other retailers.

     In June of 2004, the Company acquired all of the assets of Avalon, Ltd.
     Avalon Ltd. is in the business of importing various gift, decorating, home
     and garden and related accessories, and selling such items primarily on a
     wholesale basis through catalogs.

     The following table represents the results, by segment, for the twelve
     months ended December 31, 2005.

                                            Gifts and
                               Pools       Accessories      Total
                             -----------   -----------   -----------

      Revenues               $   16,599    $    76,421   $    93,020
                             -----------   -----------   -----------

      Depreciation               31,982          9,523        41,505
                             -----------   -----------   -----------


      Property, Plant and
      Equipment, net         $  134,401    $    23,833   $   158,234
                             -----------   -----------   -----------

      December 31, 2004
      Revenues                  223,613        135,692       359,305
                             -----------   -----------   -----------


14.  EMPLOYMENT AGREEMENT

     On June 1, 2005, the Company entered into a compensation and employment
     agreement with its Vice President of Operations. Salary, relocation
     allowance, and signing bonus is payable in cash or marketable securities
     and options to receive 225,000 shares at a strike price of $2.00, which
     will vest over 5 years.


                                                                              31
<PAGE>


     Effective August 2, 2004, Paul M. Hoag was named President of Leisure
     Direct, Inc. Mr. Hoag will receive compensation over the next 2.5 years.
     Mr. Hoag will receive a salary of $15,000, $48,000 and $60,000 in 2004,
     2005 and 2006 respectively. Mr. Hoag has options to receive one-half of the
     salary in stock valued at $0.50 per share. As incentive compensation, Mr.
     Hoag will receive a cash bonus equal to 2% of the pre-tax profits of the
     Company, with an additional 2% of the amount of pre-tax profits that exceed
     certain pre-determined goals.

     Effective August 2, 2004, the Company extended the employment agreements of
     Mr. Ayling and Mr. Slates. In 2005 and 2006, Mr. Ayling and Mr. Slates will
     receive compensation in the amounts of $48,000 and $60,000, respectively.
     Mr. Ayling and Mr. Slates each have options to receive one-half of the
     salary in stock valued at $0.50 per share.

15.  LITIGATION EVENTS

     GLENDALE
     --------

     In April, Glendale received an option to purchase, at a discount, a number
     of shares of Leisure's common stock from third parties for services.

     For convenience of the parties, the parties agreed to place the stock in
     escrow for an agreed upon period of three (3) months. The escrow agent
     agreed to hold the Leisure Stock in escrow and to release the Leisure Stock
     to Glendale when Glendale exercised the option and paid the escrow agent ,
     on Leisure's behalf, for the stock.

     The escrow agent failed to hold the stock in escrow. Instead, the escrow
     agent allowed Glendale to trade the stock even though Glendale had paid
     nothing for such stock.

     Glendale promptly dumped the Leisure Stock on the open market, driving the
     price of Leisure's common stock down, eviscerating Leisure's market
     capitalization, denying Leisure - for the time being - access to sources of
     capital, and exposing Leisure to potential liability for the Leisure Stock,
     albeit Leisure's liability to the owners thereof, if any, is difficult
     enough to anticipate, let alone estimate, at this juncture.

16.  SUBSEQUENT EVENTS

     On May 2, 2006 100,00 Warrants were exercised. On May 1, 2006, LDI entered
     into a contract with Capital Growth Resources, a registered broker/dealer
     of El Cajon, California. The term of the contract is for 1 year contract
     and 1 year extension. Under the contract, Capital Growth Resources will
     provide consulting services in connection with assisting LDI in locating
     suitable funding sources, developing strategic business relationships,
     investigating mergers/acquisition candidates and developing and expanding
     business operations. Capital Growth Resources was paid a non-refundable
     retainer consisting of 100,000 warrants exerciseable @ $0.001 per share for
     5 years. The warrants are restricted (Rule 144) and shall contain standard
     "piggyback" registration rights. Capital Growth resources will also receive
     success payments for financing and M&A work.

     On March 19, 2006, LDI entered into an agreement with Nexus Investor
     Relations, LLC, of Beverly Hills, California. Nexus shall provide investor
     relation services to LDI. The term of the contract is for a one year
     period. Nexus is to receive monthly compensation of $ 5,000 beginning after
     a three month trial period. Nexus is also to receive 350,000 shares of
     restricted common stock of LDI of which 175,000 shares were received.

     On December 28, 2005, Leisure Direct entered into an Exchange Agreement
     with Capital First Corporation, LLC providing for the exchange of 9,741,563
     shares of common stock ($.001 par value) of Leisure Direct owned by Capital
     First Corporation for 974,156 shares of Series A Preferred Stock ($.001 par
     value) of Leisure Direct. John Ayling, the CEO of Leisure Direct, is the
     sole stockholder of Capital First Corporation, LLC. Prior to the exchange
     of shares, Mr. Ayling, individually and as President and sole stockholder
     of Capital First Corporation, LLC and Olympic Pools, Inc., controlled 72.8%
     of the outstanding common shares of Leisure Direct. After the exchange of
     shares, Mr. Ayling, individually and through his ownership of Capital First
     Corporation, LLC and Olympic Pools, owned 27.5% of the outstanding
     common shares of Leisure Direct and 100% of the outstanding Series A
     Preferred shares. Combining the voting power of the Series A Preferred
     Stock with common stock controlled by Mr. Ayling, Mr. Ayling will control
     95.9% of the corporation's voting power.


                                                                              32
<PAGE>


                                 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.

                                          LEISURE DIRECT, INC.
                                         (Registrant)

Dated: May 19, 2005

                                         By:    /S/ John R. Ayling
                                                --------------------------
                                         Name:  John R. Ayling
                                         Title: Chairman and CEO

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. Alying        Chairman & CEO, Director        May 19, 2006
-------------------
 John R. Ayling



























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