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


                                  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, 2006
                                   --------------------------

[ ] 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. [ ]

                                                                               1
<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 $0.

         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 16, 2007 was approximately $490,000.

         As of April 16, 2007, the Issuer had 12,908,128 common shares, $.001
par value, outstanding and 974,156 preferred 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 a premier, high quality and 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 backyard entertainment
products and marketing these products through the same distribution channel.



                                                                               3
<PAGE>

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 is in the business of selling above ground pools which it manufactures. 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. Approximately 25% of LDI's
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 $40,000.

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 three (3) 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. The
company expects 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 operating needs
with seasonal labor. As the Company grows, it will develop a group of full time
employees that will be supplemented with seasonal labor.

                                                                               5
<PAGE>

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.

                                     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, 2006, 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, 2006          $ .07          $ .06
               September 30, 2006         $ .06          $ .04
               June 30, 2006              $ .12          $ .12
               March 31, 2006             $ .205         $ .15

         (b)   Shareholders

On April 16, 2007, there were 94 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

                                                                               6
<PAGE>

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 2006 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 2006.

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

         Results of Operations

For the year ended December 31, 2006, LDI had no revenues which represented a
decrease over 2005 revenues of $93,020. LDI had a working capital shortage
throughout 2006 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 $0 in 2006 compared to a negative $79,643 in 2005. Gross
margins changed, due to focus on acquisition funding fixed expenses, including
depreciation expenses payment of rent on facilities and the write off of
professional services rendered in cultivating investment capital.

During 2006 LDI incurred general and administrative expenses of $880,311
compared to $2,557,989 in 2005. The primary drivers were impairment expense,
salaries and wages, rent, bad debts management fees and consulting expenses for
the change in general and administrative expenses. Of the $81,400 in salaries,
and $165,000 of management fees, more than $68,000 was paid in the form of
common stock. In 2005, LDI entered into a private placement for 750,000 shares
of common stock. Common stock was issued and placed in escrow. Prior to closing,
the private placement party defaulted on its obligations. Based upon the
issuance of the shares, LDI recorded a subscription receivable for $1,312,500.
The receivable has been determined to be uncollectible and accordingly, has been
fully reserved against additional paid in capital.

The Company's operating loss for 2006 was $880,311 compared to $2,690,165 in
2005. While a majority of the 2006 and 2005 operating loss stems from the charge

                                                                               7
<PAGE>

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 2006 and 2005. 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 $637 in cash during 2006. The depletion of cash was
primarily attributable to the operating losses incurred during the year offset
by noncash charges and funding from officers.

LDI had a working capital deficit of $2,381,107 at December 31, 2006. 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. 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
2006, 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 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 2006.

         Impact of Accounting Pronouncements

                                                                               8
<PAGE>

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 Certified Public Accountants, 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, 2006. 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

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     62       CEO and Director (Chairman of the Board)      2004
Paul M. Hoag       50       President                                      --

                                                                               9
<PAGE>

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.

         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.


                                                                              10
<PAGE>

         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 2006, 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 2006. There were no other officers whose salary
and bonus for services rendered during the year ended December 31, 2006 that
exceeded $100,000.

                                   Compensation
                                   Year      Salary        Stock Grant
                                   ----      ------        -----------
         John Ayling.......        2006      $120,000            0
                                   2005      $ 48,000*           0

* Mr. Ayling agreed to take 50% of his 2005 salary in the form of options on
common stock.

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 12/31/06.


                                                                              11
<PAGE>
                                                          Amount
                               Amount and                 and
                               Nature of                  Nature of   Percentage
Name and Address               Beneficial     Percentage  Beneficial  of
of Beneficial Owner(1)         Ownership(2)   of Common   Ownership   Preferred
--------------------------------------------------------------------------------
John R. Ayling                2,161,847(3)(5)   19.9%       974,156     100.0%

Paul M. Hoag                     88,500(5)        .8%


All Officers and Directors
 As a Group (2 persons)       2,250,347(3)(5)   20.7%

Michael D. Slates               322,500(4)(5)    2.9%

DABE Inc                      1,028,410(3)       9.5%

Capital First Corporation, LLC                              974,156     100.0%

Olympic Pools, Inc.           1,133,437          10.4%

____________________________________

(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
(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.
(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

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

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

                Total              72,000              .50          2,531,500


                                                                              12
<PAGE>

Item 12.  Certain Relationships and Related Transactions

During 2006 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.

During 2006 and 2005, the Company issued demand notes, net, in the amount of
$41,192 and $1,034, 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
$107,983 in accrued interest.

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. 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. In addition, the Company agreed to
pay Mr. Slates the amount of $8,000 for services rendered in 2006.

Effective August 2, 2004, Paul M. Hoag was named President of Leisure Direct,
Inc. Mr. Hoag received a salary of $48,000 and $60,000 in 2005 and 2006,
respectively. 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.


                                    PART IV

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

         (a)   Financial Statements

         Independent Auditors' Report

         Balance Sheet

         Statements of Operations

         Statements of Changes in Stockholders' Equity

         Statements of Cash Flows

         Notes to the Financial Statements


                                                                              13
<PAGE>

         (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 each year to the Company for
professional services rendered for the audits of our 2005 and 2006 financial
statements and review of the financial statements included in our 10-QSB and
10-KSB filings for the four quarters of 2005 and 2006.

         Audit-Related Fees

Rosenberg Rich Baker Berman & Co. billed $0 to the Company in 2006 for assurance
and related services.

         Tax Fees

Rosenberg Rich Baker Berman & Co. billed $0 to the Company in 2006 for
professional services rendered
for tax compliance, tax advice and tax planning.

         All Other Fees

Rosenberg Rich Baker Berman & Co. billed $0 to the Company in 2006 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.


                                                                              14
<PAGE>


           Report of the Independent Registered Public Accounting Firm


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


We have audited the accompanying  consolidated  balance sheet of Leisure Direct,
Inc. &  Subsidiaries  as of December  31,  2006,  and the  consolidated  related
statements of income,  stockholders' impairment,  and cash flows for each of the
years in the  two-year  period  ended  December  31,  2006.  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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board  (placecountry-regionUnited  States). Those standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether the consolidated 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 audit 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 consolidated  financial statements,  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall consolidated 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 financial position of Leisure Direct, Inc.
&  Subsidiaries  as of  December  31, 2006 and the  consolidated  results of its
operations and its cash flows for each of the years in the two-year period ended
December 31, 2006 in conformity with accounting principles generally accepted in
the placecountry-regionUnited States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that Leisure Direct,  Inc. & Subsidiaries  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, 2006.  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
April 16, 2007

                                                                              15
<PAGE>
                       Leisure Direct, Inc. & Subsidiaries
                           Consolidated Balance Sheet
                                December 31, 2006


                                     Assets



Property and equipment, net of accumulated
  depreciation of $125,757                                     $        113,442
                                                               -----------------

        Total Assets                                                    113,442
                                                               =================


                    Liabilities and Stockholder's Impairment

Current Liabilities
     Accounts payable and accrued expenses                              912,861
     Accrued interest payable                                           206,956
     Accrued interest payable - related parties                          85,270
     Promissory notes payable                                           407,777
     Promissory notes payable - related parties                         768,243
                                                               -----------------

        Total Current Liabilities                                     2,381,107
                                                               -----------------


Stockholders' Impairment
     Common stock, par value $0.001; 100,000,000
       shares authorized; 10,843,828 shares
       issued and outstanding                                            10,843

      Preferred stock, par value $0.001;
        10,000,000 shares authorized;
        974,156 shares issued and outstanding
      Additional paid-in capital                                          9,742
                                                                      3,779,080
     Deferred consulting fees                                           (61,052)
     Accumulated deficit                                             (6,006,278)
                                                               -----------------
        Total Stockholders' Impairment                               (2,267,665)
                                                               -----------------

        Total Liabilities and Stockholders'
          Impairment                                           $        113,442
                                                               =================


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

                                                                              16
<PAGE>
                       Leisure Direct, Inc. & Subsidiaries
                      Consolidated Statements of Operations


                                                      Year Ended December 31,
                                              ----------------------------------
                                                    2006                 2005
                                              --------------    ----------------
Net Sales                                     $            -    $        93,020

Cost of Goods Sold                                         -             48,119
Manufacturing Overhead                                     -            124,544
                                              --------------    ----------------

     Gross Loss                                            -            (79,643)
                                              --------------    ----------------

Selling, General & Administrative Expenses           880,311          2,557,989
Provision for Doubtful Accounts                            -             52,533
                                              --------------    ----------------

     Operating Loss                                 (880,311)        (2,690,165)
                                              --------------    ----------------

Other Income (Expense)
     Interest Income                                       -                758
     Interest Expense                               (183,043)          (120,229)
     Gain(Loss) on disposal of assets                      -            (51,909)
     Gain on extinguished debt and loss
       on impairment of fixed assets                       -           (158,846)
                                              --------------    ----------------

        Total Other Income (Expense)               (183,043)           (330,226)
                                              --------------    ----------------

Net Loss                                      $   (1,063,354)   $    (3,020,391)
                                              ==============    ================

Loss per share, basic and diluted             $         (.11)   $          (.18)
                                              ==============    ================

Weighted Average Common Shares Outstanding        10,016,394         16,512,524
                                              ==============    ================



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

                                                                              17
<PAGE>
<TABLE>
<CAPTION>

                                                 Leisure Direct, Inc. & Subsidiaries
                                    Consolidated Statement of Changes in Stockholders' Impairment
                                               Years Ended December 31, 2006 and 2005


                                             Additional                                                                  Total
                         Common Stock         Paid in       Retained      Deferred   Subscription  Preferred Stock   Stockholders'
                       Shares      Amount     Capital       (Deficit)    Consulting   Receivable   Shares    Amount   Impairment
                     ----------  ---------  ------------  ------------   ----------  ------------  --------- -------  -------------
<S>                  <C>         <C>        <C>           <C>            <C>         <C>           <C>       <C>      <C>
Balance - January 1,
2005                 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           367,500        367       288,383             -                                    -        -       288,750
accrued salaries
Shares issued for
services                208,500        209       115,191             -                                    -        -       115,400
Shares issued for
settlement of            35,000         35        26,365             -                                    -                 26,400
accrued expenses
Shares issued in
connection with
note payable            100,000        100        41,076                                                                    41,176
Amortization of
consulting fees                                                              36,096                                         36,096
Warrants issued
for services                  -          -     1,900,350             -     (225,600)                      -        -     1,674,750
Exercised Warrants      950,000        950     1,335,550                               (1,312,500)                          24,000
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) $ (1,312,500)        -  $     -  $ (1,750,469)
                     ==========  =========  ============  ============   ==========  ============  ========  =======  ============
Exchange of Common
for Preferred Shares (9,741,563)    (9,742)            -             -            -             -   974,156    9,742             -
Repayment of related
party interest        1,028,410      1,028       112,097             -            -             -         -        -       113,125
Shares issued for
payment of wages        800,000        800        66,200             -                          -         -        -        67,000
Shares issued for
services                888,408        889       159,542             -      (97,390)            -         -        -        63,041
Options issued to
officer for services          -          -         9,800             -            -             -         -        -         9,800
Shares issued to
collateralize note      400,000        400          (400)            -            -             -         -        -             -
Amortization of
consulting fees                                                             284,192                                        284,192
Impairment of
subscription
receivable                    -          -    (1,312,500)            -            -     1,312,500         -        -             -
Options issued for
services                      -          -        58,350             -      (58,350)            -         -        -             -
Exercised Options       100,000        100         8,900                                        -                            9,000
Net loss, 2006                -          -             -    (1,063,354)           -             -         -        -    (1,063,354)
                     ----------  ---------  ------------  ------------   ----------  ------------  --------  -------  -------------

Balance - December
31, 2006             10,843,828  $  10,843  $  3,779,080  $ (6,006,278)  $  (61,052) $          -   974,156  $ 9,742  $ (2,267,665)
                     ==========  =========  ============  ============   ==========  ============  ========  =======  ============

</TABLE>


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

                                                                              18
<PAGE>
                       Leisure Direct, Inc. & Subsidiaries
                      Consolidated Statements of Cash Flows



                                                    Year Ended December 31,
                                              ----------------------------------
                                                   2006                 2005
                                              ---------------    ---------------

Cash Flows From Operating Activities:
Net Loss                                      $    (1,063,354)   $   (3,020,391)
Adjustments to Reconcile Net Loss to
    Net Cash Used by Operating
    Activities:
     Amortization of consulting
       fees                                           284,192            36,096
     Impairment of inventory                                -           153,544
     Impairment of property                                 -             7,572
     Depreciation and amortization                     44,792            41,515
     Shares issued for services and
       interest on note                               139,841         2,321,919


Changes in Operating Assets and Liabilities
     Accounts receivable                                    -            13,609
     Inventory                                              -            11,827
       Prepaid expenses                                     -             8,126
     Other current assets                                   -            59,599
     Accounts payable and accrued expenses            385,529           220,328
                                              ---------------    ---------------

        Net Cash Used in Operating
          Activities                                 (209,000)         (146,256)
                                              ---------------    ---------------


Cash Flows From Financing Activities
     Proceeds from notes payable                      283,545           228,137
     Repayment of notes payable                       (84,182)         (113,697)
     Cash received from exercise of
       warrants/options                                 9,000            26,000
                                              ---------------    ---------------

        Net Cash Provided by Financing
          Activities                                  208,363           140,440
                                              ---------------    ---------------

Net Decrease in Cash and Equivalents                     (637)           (5,816)

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




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

                                                                              19
<PAGE>
                       Leisure Direct, Inc. & Subsidiaries
                      Consolidated Statements of Cash Flows



                                                   2006                 2005
                                              ---------------    ---------------

 Supplemental Disclosure of Cash Flow
  Information:

 Cash paid during the year for:

       Interest                               $             -    $            -
                                              ---------------    ---------------

       Income taxes                           $             -    $            -
                                              ---------------    ---------------


Supplemental Disclosure of Non-Cash
  Investing And Financing Activities:

Shares issued  in settlement of accounts
  payable                                     $       113,125    $       26,400
                                              ===============    ===============
Common conversion into preferred shares                 9,142
                                              ===============    ===============
Shares issued/impairment of subscription
  receivable                                       (1,312,500)        1,312,500
                                              ===============    ===============
Shares issued for deferred financing fees             155,740           225,600
                                              ===============    ===============



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













                                                                              20
<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 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.

     Fair Value of Financial Instruments
         The fair values of cash, 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.

     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 to 7 years for machinery and
         equipment. Repairs and maintenance expenditures which do not extend the
         useful lives of the related assets are expensed as incurred.

     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 $0 and $16,168 for the
         years ended December 31, 2006 and 2005, respectively.

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

     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

                                                                              21
<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 Company issued 1,688,408 and 208,500 shares under the plan
         in 2006 and 2005, 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, 2006 and 2005.

     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 2005 financial statements have been reclassified
         to conform with the 2006 financial statement presentation. The
         reclassification had no effect on the net loss reported for the year
         ended December 31, 2005.

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 $1,063,354 and $3,020,391 during the years ended December 31,
         2006 and 2005, respectively. Also, as of December 31, 2006, the Company
         had no cash and current liabilities exceeded current assets by
         $2,381,107. 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.

                                                                              22
<PAGE>

         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 Financial Accounting Standards Board ("FASB")
         issued a revision of SFAS 123, SFAS No. 123R, Share-Based Payment. This
         statement supersedes Accounting Principles Board ("APB") Opinion No.
         25, Accounting for Stock issued to Employees, and its related
         implementation guidance. This Statement requires a public entity to
         expense the cost of employee services received in exchange for an award
         of equity instruments. This statement also provides guidance on valuing
         and expensing these awards, as well as disclosure requirements of these
         equity arrangements. This statement is effective as of the beginning of
         the first interim or annual reporting period that begins after December
         15, 2006. The Company does not believe the adoption of this statement
         will have a material effect on its financial position and results.

4.  PROPERTY AND EQUIPMENT

         Equipment at cost, less accumulated depreciation, consists of the
         following at December 31, 2006:

              Equipment                                     $   239,199
              Less accumulated depreciation                    (125,757)
                                                            -----------
                       Total                                $   113,442
                                                            ===========

         Depreciation expense charged to operations was $44,792 and $41,515 in
         2006 and 2005, respectively.

5.  NOTES PAYABLE - RELATED PARTIES

         Notes payable - related parties at December 31, 2006 consist of the
         following:

                                                                              23
<PAGE>

            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.             $      319,896

            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.                                 130,799

            Notes payable - President.  The president has
               advanced $290,000 with various notes bearing
               interest at 12% and due on demand.                       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.                                            27,548
                                                                 ---------------

                                                                 $       768,243
                                                                 ===============


6.  PROMISSORY NOTES PAYABLE

         Notes payable at December 31, 2006 consist of the following:

            Notes payable - on September 9, 2001, the Company
               borrowed $100,000 bearing interest at 30%.
               The loan is currently in default.                 $      100,000

            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                      243,838

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

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

                                                                 $      407,777
                                                                 ===============

7.  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:

                                                                              24
<PAGE>

                                                       Year Ended December 31,
                                                    ----------------------------
                                                         2006          2005
                                                    ------------- --------------
     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
         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,
                                                                       2006
                                                                 ---------------

             Deferred tax asset, noncurrent                      $    2,048,000
             Total valuation allowance recognized for
                deferred taxes                                       (2,048,000)
                                                                 ---------------

             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        State
                                                    -------------  ------------
       Available Through
            2020                                    $     413,465  $    413,465
            2021                                          262,952       262,952
            2022                                          121,232       121,232
            2023                                          127,017       127,017
            2024                                        3,020,391     3,020,391
            2025                                        1,014,436     1,014,436
            2026                                        1,064,000     1,064,000
                                                    -------------  -------------
                 Total                              $   6,023,493  $  6,023,493
                                                    =============  =============


                                                                              25
<PAGE>

8.  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, 2006 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, 2006, the Company had liabilities for federal and
         state payroll taxes dating back to the year 2000. The Company owes
         approximately $260,380 for federal payroll taxes and approximately
         $38,000 for state and local payroll taxes. These past due amounts will
         continue to accrue interest and penalties as long as they remain
         unpaid.

         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.

9.  RELATED PARTY TRANSACTIONS

         On July 15, 2003, Capital First Management Company, LLC ("Capital
         First"), a related party, exercised two options to purchase a total of
         4,116,563 shares of the Company held by OPI and PCPI. Capital First
         issued promissory notes to OPI and PCPI as consideration for the
         respective options. Capital First is wholly owned by Mr. Ayling. He is
         also the majority shareholder of OPI and sole shareholder of PCPI. As
         of April 1, 2006 Capital First exchanged 9,741,583 of common stock for
         974,150 shares of preferred stock. As a result of these transactions,
         Capital First is a majority shareholder of the Company, owning 100% of
         outstanding preferred shares at December 31, 2006.

         The Company received advancements from related parties in the amount of
         $199,363 in 2006. In 2005, the Company paid $5,883 to related parties
         for amounts due.

         The Company incurred interest expense on related party notes of $63,567
         and $22,733 in the years 2006 and 2005, respectively. As of December
         31, 2006 and 2005, accrued interest due to related parties was $85,270
         and $135,078.

                                                                              26
<PAGE>

         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, will own 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.

         In 2006, the Company issued 800,000 shares of common stock to its
         executive officers in settlement of $67,000 of accrued salaries.

         In 2006, the Company issued 1,028,410 shares of common stock to related
         party in satisfaction of accrued interest due in the amount of
         $107,983.

10.  Common Stock Warrants

         A summary of the warrant activity for the two years ended December 31,
         2006 is set forth below:

---------------------  ----------------------  -------------------------------
                         Number of Warrants    Weighted Average Exercise Price
---------------------  ----------------------  -------------------------------
Outstanding at
December 31, 2005            1,800,000                    $0.85
---------------------  ----------------------  -------------------------------
Granted                        610,000                     0.63
---------------------  ----------------------  -------------------------------
Exercised                     (100,000)                    0.37
---------------------  ----------------------  -------------------------------
Cancelled or Expired        (1,700,000)                    0.88
---------------------  ----------------------  -------------------------------
Outstanding at
December 31, 2006              610,000                    $0.63
---------------------  ----------------------  -------------------------------

11.  STOCKHOLDERS' EQUITY

         During 2006 the Company issued 309,408 shares for services valued at
         $63,041.

         In March 2006, the Company issued 400,000 shares as collateral for note
         payable to be returned upon payment of note.

         In May and June 2006, the Company issued 510,000 options with exercise
         prices ranging from $0.001 to $1.25 valued using the Black-Scholes
         Model at $58,350. The deferred consulting fees are being amortized over
         the life of the agreements which is one year. The amortization of
         financing fees for options in 2006 was $35,410.

                                                                              27
<PAGE>

         In 2006, the Company issued 579,000 shares to consultants for services
         through 2007 valued at $97,390. The deferred consulting fees are being
         amortized over the terms of their agreements which is generally one
         year. The amortization of deferred consulting fees for shares issued in
         2006 was $59,278.

         In July 2006, the Company issued 500,000 options to an officer for
         services which vest over the next five years, 100,000 at the end of
         each year as long as officer is still employed with the Company. These
         options were valued using the Black-Scholes Model at $49,000. The
         Company incurred an expense of $9,800 for options that vested during
         the year.

         As of December 31, 2006, the Company determined that the subscription
         receivable of $1,312,500 for shares issued in 2005 was uncollectible.
         Accordingly, the Company reserved the full amount of the receivable.

12.  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 are payable in cash or stock and options.
         The annual salary for the first and second year of the agreement is
         $36,400 and $45,000, respectively. Also the Vice President of
         Operations received 500,000 options to purchase one share of common
         stock at a strike price of $0.105, which will vest over the next five
         years. The Company recorded $9,800 as officer compensation for options
         that vested in accordance with SFAS 123R.

         Effective August 2, 2004, Paul M. Hoag was named President of the
         Company. Mr. Hoag will receive compensation over the next two and a
         half years. The President received a salary of $15,000, $48,000, and
         $60,000 in 2004, 2005, and 2006, respectively.

         Effective August 2, 2004, the Company extended the employment agreement
         of Mr. Ayling. In 2005 and 2006, Mr. Ayling received compensation in
         the amounts of $48,000 and $60,000, respectively.

13.  LITIGATION

         In April 2005, Glendale exercised an option to purchase shares of the
         Company's common stock from third parties for services. Glendale
         received shares from the Company and has yet to pay for them. The
         Company's case is currently pending in the US District Court for the
         Eastern District of New York. The Company has fully reserved the
         subscription receivable from Glendale as it believes collection is
         unlikely.

         In 2006, John Leo has commenced action against the Company for
         outstanding obligations owed by the Company. At this time, the
         likelihood of an unfavorable outcome cannot be determined.

                                                                              28
<PAGE>

14. SUBSEQUENT EVENTS

         On February 13, 2007, Leisure Direct issued 1,464,300 shares of common
         stock to Phoenix Associates Land Syndicate. The shares were purchased
         in a private offering at $0.09 per share. At the close of the sale,
         Phoenix Associates Land Syndicate had a 11.9% interest in the Company.

         On March 20, 2007, the Company entered into a Continuation of
         Professional Services agreement with Couchot, Hogenkamp & Seving, Inc.
         (CHSI). Per agreement, balance owed as of February 28, 2007 to CHSI was
         $38,712. Upon execution of the agreement an additional 50,000 shares
         were issued as additional compensation to CHSI and the Chief Executive
         Officer entered into a collateral agreement with CHSI where the Chief
         Executive Officer will give CHSI 1,000,000 shares of the Company's
         stock owned by the Officer to CHSI if obligation is not fully satisfied
         as of March 31, 2008.


                                   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: April 2, 2007

                                          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         April 2, 2007
---------------------
    John R. Ayling













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