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


                                  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, 2007
                                   ---------------------------

[ ] 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 14, 2008 was approximately $222,799.

         As of April 14, 2008, the Issuer had 13,888,128 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
---------

Two of LDI's principal's, John R. Ayling, Chairman and CEO, Robert Dapper,
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, 2007         $ .12             $ .04
               September 30, 2007        $ .07             $ .04
               June 30, 2007             $ .13             $ .04
               March 31, 2007            $ .14             $ .04
               December 31, 2006         $ .07             $ .06
               September 30, 2006        $ .06             $ .04
               June 30, 2006             $ .12             $ .12
               March 31, 2006            $ .205            $ .15


         (b) Shareholders

On April 14, 2008, there were 165 holders of record of the Company's common
stock.

         (c) Dividends


                                                                               6
<PAGE>

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 2007 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 2007.

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

         Results of Operations

For the years ended December 31, 2007 and 2006 LDI had revenues of $0. LDI had a
working capital shortage throughout 2007 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 both 2007 and 2006. There was no gross margins 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 2007 LDI incurred general and administrative expenses of $481,509
compared to $880,311 in 2006. The primary drivers were impairment expense,
salaries and wages, rent, management fees, professional fees and consulting
expenses for the change in general and administrative expenses. Of the $87,855
in salaries $60,250 was paid in the form of common stock.

The Company's operating loss for 2007 was $406,645 compared to $1,063,354 in
2006. While a majority of the 2007 operating loss stems from the charge from the
financing transaction, funding of the company came from loans from LDI's
principal shareholders.



                                                                               7
<PAGE>

The Company had a loss for tax purposes in 2007 and 2006. The Company did not
recognize a deferred tax asset for tax loss carry forwards as the Company can
not determine when, if ever, it will be able to use the tax loss carry forwards.

         Liquidity and Capital Resources

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

LDI had a working capital deficit of $2,441,679 at December 31, 2007. 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.
Our inability to make timely payments 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
2007, 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 2007.

         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.



                                                                               8
<PAGE>

         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

Management of the Company has evaluated, with the participation of the Chief
Executive Officer of the Company, the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the fiscal year covered by this Annual Report on Form 10-KSB. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer of the
Company have concluded that the Company's disclosure controls and procedures as
of the end of the fiscal year covered by this Annual Report on Form 10-KSB are
effective to provide reasonable assurance the information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission and that the information required to be disclosed in the reports is
accumulated and communicated to management, including our Chief Executive
Officer to allow timely decisions regarding required disclosure.

We did however identify a material weakness as defined in Public Accounting
Oversight Board Standard No. 2 in our internal control over financial reporting.
Our auditors have identified the following material weaknesses in our internal
controls as of December 31, 2007 and December 31, 2006:

A material weakness in the Company's internal controls exists in that there is
limited segregation of duties amongst the Company's employees with respect to
the Company's preparation and review of the Company's financial statements. This


                                                                               9
<PAGE>

material weakness is a result of the Company's limited number of personnel. This
material weakness may affect management's ability to effectively review and
analyze elements of the financial statement closing process and prepare
financial statements in accordance with U.S. GAAP.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report. Our registered public accounting firm will be required to attest to our
management's assessment of internal control over financial reporting beginning
with our annual report for the year ended December 31, 2008.

CHANGES IN INTERNAL CONTROLS.

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

RISK FACTOR RELATED TO CONTROLS AND PROCEDURES

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

Effective internal controls are necessary for the Company to provide reliable
financial reports and prevent fraud. Inferior internal controls could cause
investors to lose confidence in the Company's reported financial information,
which could have a negative financial effect on the trading price of the
Company's stock. Management has found it necessary to limit the Company's
administrative staffing in order to conserve cash, until the Company's level of
business activity increases. As a result, there is very limited segregation of
duties amongst the administrative employees, and the Company its independent
public accounting firm has identified this as a material weakness in the
Company's internal controls. The Company intends to remedy this material
weakness by hiring additional employees and reallocating duties, including
responsibilities for financial reporting, among the employees as soon as there
are sufficient resources available. However, until such time, this material
weakness will continue to exist. Despite the limited number of administrative
employees and limited segregation of duties, management believes that the
Company's administrative employees are capable of following its disclosure
controls and procedures effectively.


                                                                              10
<PAGE>

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     64       CEO and Director (Chairman of the Board)      2004
Robert Dapper      42       President                                     2007

John R. Ayling -CEO and Chairman of the Board. John R. Ayling, 64, has been CEO
of the Company since October of 2003. Since 1989 to present, he has served as
President of Capital First Management, Inc., a Perrysburg, Ohio money management
firm. From 1983 to 1988, he served as a Vice President at Otherwise Securities.
From 1969 to 1982, he managed accounts for individuals and institutions with
Bell & Beckwith, a Toledo, Ohio financial investment broker. Mr. Ayling is a
NASD 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.

Robert Dapper, 42, became President of Leisure Direct in May, 2007. Mr. Dapper
is the founder of Royal Spa Manufacturing, based in Indianapolis, IN. He started
Royal Spas as an engineering student at Purdue University and incorporated in
1983, and has grown the company to one of the most successful spa manufacturing
and distribution companies in the industry, with its wholly owned stores, and
over 60 affiliated dealers in 17 states.

         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.



                                                                              11
<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 2007, no officer or director received any cash compensation from the Company.
In 2007, the Company agreed to pay Mr. Ayling salary of $120,000 per year.

This table itemizes the compensation we paid to John Ayling, who served as our
Chief Executive Officer during 2007. There was no other officer whose salary and
bonus for services rendered during the year ended December 31, 2007 exceeded
$100,000.

                                          Compensation
                                        Year      Salary             Stock Grant
                                        ----      ------             -----------
         John Ayling.......             2007      $120,000                0
                                        2006      $120,000                0

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, 2007 and those options held by him on December 31, 2007.

<TABLE>
<CAPTION>

                      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%
----              ------------      -----------    ---------  ----------    --------      ---------
<S>               <C>               <C>               <C>     <C>            <C>           <C>
John Ayling       48,000                              .50     5 years
</TABLE>

                                                                              12
<PAGE>
                    Aggregated Fiscal Year-End Option Values
                    ----------------------------------------

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

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 12/31/07.



                                     Amount and
                                     Nature of           Percentage
Name and Address                     Beneficial           of Common
of Beneficial Owner(1)               Ownership(2)         Ownership
-------------------------------------------------------------------------------
John R. Ayling                      2,161,847(3)            15.5%
                                      974,156              100.0%

All Officers and Directors
 As a Group (2 persons)             2,161,847(3)            15.5%

DABE Inc                            1,028,410(3)             7.4%

Capital First Corporation, LLC        974,156              100.0%

Olympic Pools, Inc.                 1,133,437                8.1%

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

(1)  The address of Mr. Ayling is c/o Leisure Direct, Inc.,
     1070 Commerce Drive, Building II, Suite 303, Perrysburg, OH 43551
(2)  All shares are owned of record unless otherwise indicated.



                                                                              13
<PAGE>




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

Item 12.  Certain Relationships and Related Transactions

During 2007 and 2006, 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 OPI for loans
made to the Company.

During 2007 and 2006, the Company issued demand notes, net, in the amount of $0
and $36,579, respectively payable to DABE, Inc., with interest accruing at a
rate of 10% per annum, computed on a 360-day basis. Any and all of these notes
are guaranteed by a security interest in all present and hereafter acquired
inventory, receivables, equipment, general intangibles, chattel paper, documents
and contract rights of the Company as collateral. Mr. Ayling is the sole
shareholder of DABE, Inc. On August 2, 2006 the company issued 1,028,410 shared
of common stock in lieu of interest expense on these loans in payment of
$103,638 in accrued interest.

As of December 31, 2006, the Company has made advances totaling $7,000 to Ernie
Stevens, an officer of the Company.


                                     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




                                                                              14
<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 and $41,050 to the Company for
professional services rendered for the audit of our 2007 and 2006 financial
statements and review of the financial statements included in our 10-QSB and
10-KSB filings for the four quarters of 2007.

         Audit-Related Fees

Rosenberg Rich Baker Berman & Co. billed $0.00 to the Company in 2007 and 2006
for assurance and related services that are reasonably related to the
performance of the 2007 audit or review of the quarterly financial statements.

         Tax Fees

Rosenberg Rich Baker Berman & Co. billed $0.00 to the Company in 2007 and 2006
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 2007 and 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.




                                                                              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, 2007 and the related consolidated statements of
operations, changes in stockholder's impairment and cash flows for the years
ended December 31, 2007 and 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 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, 2007 and the results of its operations, changes
in shareholder's equity and cash flows for the years ended December 31, 2007 and
2006 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, 2007. 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 14,  2008

                                                                              16
<PAGE>

                              Leisure Direct, Inc.
                           Consolidated Balance Sheet
                                December 31, 2007


                                     Assets



        Total Assets                                            $             -
                                                                ================

                    Liabilities and Stockholder's Impairment

Current Liabilities
   Accounts payable and accrued expenses                              1,147,195
   Accrued interest payable                                             120,258
   Accrued interest payable - related parties                           152,058
   Promissory notes payable                                             178,940
   Promissory notes payable - related parties                           843,228
                                                                ----------------

        Total Current Liabilities                                     2,441,679
                                                                ----------------


Stockholders' Impairment
   Common stock, par value $0.001; 100,000,000
     shares authorized 13,888,128 shares
     issued and outstanding                                              13,888
   Preferred stock, par value $0.001;
     10,000,000 shares authorized
     974,156 shares issued and outstanding                                9,742
   Additional paid in capital                                         3,947,614
   Accumulated deficit                                               (6,412,923)
                                                                ----------------

        Total Stockholders' Impairment                               (2,441,679)
                                                                ----------------

        Total Liabilities and Stockholders' Impairment          $             -
                                                                ================



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

                                                                              17
<PAGE>
                              Leisure Direct, Inc.
                      Consolidated Statements of Operations



                                                    Year Ended December 31,
                                             -----------------------------------
                                                  2007                2006
                                             ---------------    ----------------
Net Sales                                    $             -    $             -

Cost of Goods Sold                                         -                  -
                                             ---------------    ----------------

     Gross (Deficit) Profit                                -                  -
                                             ---------------    ----------------

Selling, General & Administrative Expenses           481,509            880,311
                                             ---------------    ----------------

     Operating Loss                                 (481,509)          (880,311)
                                             ---------------    ----------------

Other Income (Expense)
     Interest Expense                               (104,704)          (183,043)
     Gain(Loss) on impaired assets                  (113,442)                 -
     Gain on extinguished debt                       293,010                  -
                                             ---------------    ----------------

        Total Other Income (Expense)                  74,864           (183,043)
                                             ---------------    ----------------


Net Loss                                     $      (406,645)   $    (1,063 354)
                                             ===============    ================

Loss per share, basic and diluted            $          (.03)   $          (.11)
                                             ===============    ================

Weighted Average Common Shares Outstanding        13,163,094         10,016,394
                                             ===============    ================



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, 2007 and 2006



                                                                                                                           Total
                 Common Stock      Preferred Stock   Additional                                                            Stock-
             -------------------- -----------------   Paid in     Retained     Deferred   Subscription  Treasury Stock    holders'
               Shares     Amount   Shares    Amount   Capital     (Deficit)   Consulting   Receivable   Shares  Amount   Impairment
             ----------  -------- --------  -------  ----------  -----------  ----------  ------------  ------  ------  -----------
<S> <C> <C> <C> <C>
Balance -
 January 1,
 2006        17,368,573  $ 17,368  974,156  $ 9,742  $4,677,091  $(4,942,924) $ (189,504) $ (1,312,500)         $    -  $(1,750,469)
             ----------  -------- --------  -------  ----------  -----------  ----------  ------------  ------  ------  ------------
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
 for
 services                                                68,150            -     (58,350)                    -                9,800
Shares
 issued as
 collateral
 on note
 payable       400,000       400                          (400)            -           -                     -                    -
Amortization
 of
 consulting
 fees                                                                            284,192                                    284,192
Impaired
 Prepaid
 Subscrip-
 tion                -         -                    (1,312,500)           -           -     1,312,500        -                    -
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  974,156  $ 9,742  $3,779,080  $(6,006,278) $  (61,052) $          -          $    -  $(2,267,665)
             ==========  ======== ========  ======== ==========  ===========  ==========  ============  ======  ======  ============

Repayment
 of related
 party
 interest     1,464,300     1,465                        73,216            -           -                     -               74,681
Shares
 issued
 for payment
 of wages     1,250,000     1,250                        59,548            -           -                                     60,798
Shares
 issued for
 services       330,000       330                        25,970            -      (5,600)                    -               20,700

Amortization
 of
 consulting
 fees                                                                             66,652                                     66,652
Employee
 stock
 options              -         -                         9,800            -           -                     -                9,800

Net loss,
 2007                 -         -                                   (406,645)          -                                   (406,645)
             ----------  --------  --------  -------  ----------  -----------  ----------  ------------ -------  ------  -----------

Balance -
 December
 31, 2007    13,888,128  $ 13,888   974,156  $ 9,742 $3,947,614  $(6,412,923) $        -  $          -       -  $    -  $(2,441,679)
             ==========  ========  ========  ======= ==========  ===========  ==========  ============  ======  ======  ============



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,
                                             -----------------------------------
                                                  2007               2006
                                             ---------------    ----------------

Cash Flows From Operating Activities:
Net Loss                                     $      (406,645)   $    (1,063,354)
Adjustments to Reconcile Net Loss to Net
  Cash Used by
    Operating Activities:
     Amortization of consulting fees                  66,652            284,192

     Impairment of equipment                         113,442                  -
     Gain on extinguishment of debt                 (293,010)                 -
     Depreciation and amortization                         -             44,792
     Shares issued for services and
       interest on note                               91,299            139,841

Changes in Operating Assets and Liabilities
     Accounts payable and accrued expenses           234,334            385,529
      Accrued interest payable - related
        party notes                                   66,788
      Accrued interest payable                        37,155
                                             ---------------    ----------------

        Net Cash Used by Operating
        Activities                                   (89,985)          (209,000)
                                             ---------------    ----------------

Cash Flows From Financing Activities
     Proceeds from notes payable                     139,942            283,545
     Proceeds from third party note                   15,000
     Repayment of notes payable                            -            (84,182)
     Cash received from exercise of
       warrants/options                                    -              9,000
     Repayment of related party note                 (64,957)                 -
                                             ---------------    ----------------

        Net Cash Provided by Financing
        Activities                                    89,985            208,363
                                             ---------------    ----------------

Net Decrease in Cash and Equivalents                       -               (637)

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



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


                                                                              20
<PAGE>
                              Leisure Direct, Inc.
                      Consolidated Statements of Cash Flows



                                                  2007               2006
                                             ---------------    ----------------

Supplemental Disclosure of Cash Flow
  Information:

 Cash paid during the year for:

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

       Income taxes                                        -                  -
                                             ---------------    ----------------


Supplemental Disclosure of Non-Cash
  Investing and Financing Activities:

Common conversion into preferred shares      $                  $         9,142
                                             ===============    ================
Shares issued in settlement of notes
  and accounts payable                                74,680            113,125
                                             ===============    ================
 Shares issued for subscription receivable                           (1,312,500)
                                             ===============    ================
 Shares issued for deferred financing fees                               155,740
                                             ===============    ================













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.

     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.

     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
         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.



                                                                              22
<PAGE>

     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 3,044,300 and 1,688,408 shares
         under the plan in 2007 and 2006, 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, 2007 and 2006.

     Use of Estimates
         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and the reported amounts of revenues
         and expenses during the reporting period. Actual results could differ
         from those estimates.

2.  GOING CONCERN

      The accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern. The Company incurred a loss of
      $406,645 and $1,063,354 during the years ended December 31, 2007 and 2006,
      respectively. Also, as of December 31, 2007, the Company only had $0 in
      cash, and current liabilities exceeded current assets by $2,441,679. 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.




                                                                              23
<PAGE>

3.  PROPERTY AND EQUIPMENT

      At December 31, 2007, the Company recorded $113,442 in impairment expense.
      The equipment was considered fully impaired due to lack of use for over
      two years.

4.  NOTES PAYABLE - RELATED PARTIES

      Notes payable - related parties at December 31, 2007 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.                       $       343,652

      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.                                                    180,650

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

      Notes payable - OPI, PCPI; OMC and LD LLC -
       non-interest Bearing and due on demand.  John
       Ayling, the CEO of Leisure Direct, Inc., is the
       sole member of OPI & PCPI.                                        28,926
                                                                ----------------

                                                                $       843,228
                                                                ================

The Company leases it principle offices from a company that is owned solely by
the principal shareholder of Leisure Direct.  The month to month lease calls for
monthly payments of $2,500.  Operations were charged with rental expense of
$30,000 in both 2007 and 2006.


                                                                              24
<PAGE>

5.  PROMISSORY NOTES PAYABLE

      Notes payable at December 31, 2007 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
       loan is currently in default.                            $       100,000

      Note payable - individual unsecured bearing
       interest at 6% Payment was due March 24, 2008
       in full plus unpaid interest. The note is
       currently in default                                              15,000

      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.                                                    52,043
                                                                ----------------

                                                                $       178,940
                                                                ================

      The promissory notes payable are notes with warrants attached. The notes
      accrue interest at a rate of 12% per annum and are currently in default.
      The warrants are exercisable at the option of the creditors, with 157,500
      total shares potentially exercisable at the exercise price of 13 and 1/3
      cents per share through the extended due date of the notes.

6.  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, 2007, the balance of
      royalties payable is $24,652.

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:

                                                    Year Ended December 31,
                                             -----------------------------------
                                                   2007              2006
                                             ---------------    ----------------
     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.



                                                                              25
<PAGE>

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

                                                                  December 31,
                                                                      2007
                                                                ----------------

             Deferred tax asset, non-current                    $     2,409,397
             Total valuation allowance
               recognized for deferred taxes                         (2,409,397)
                                                                ----------------

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

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,
      2007 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.


                                                                              26
<PAGE>

      As of December 31, 2007, 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.  COMMON STOCK WARRANTS

      A summary of the warrant activity for the two years ended December 31,
      2006 is set forth below:
                                                Number of       Weighted Average
                                                 Warrants        Exercise Price

         Outstanding at
         December 31, 2006                           610,000    $          .063

         Granted                                           0               .063

         Exercised                                         0               .037

         Cancelled or Expired                       (610,000)              .063
                                             ---------------    ----------------

         Outstanding at
         December 31, 2007                                 0                  -


10.  LITIGATION

      In 2006, John Leo has commenced action against the Company for outstanding
      obligations owed by the Company. The note and accrued interest payable are
      recognized within promissory notes payable.




                                                                              27
<PAGE>

11. SUBSEQUENT EVENTS

      The Company entered into a management consulting service agreement on
      January 2, 2008 to provide management consulting for a period of one year
      from the date of the agreement. As consideration the consultant shall
      receive 125,000 shares of common stock per month up to a maximum of
      1,500,000 at a stated value of .04 per share plus out of pocket expenses.
      Additionally, the consultant has an option to purchase up to 1,000,000 of
      additional shares in blocks of 250,000 each based on a scheduled exercise
      price per share with varying expiration dates. The agreement may be
      terminated by either party prior to the expiration with a 30 day notice.
      In the event of a termination all unexercised options shall be cancelled.

      The Company entered into a complex consulting agreement on March 17, 2008
      with another Company to provide services in the areas of Mergers and
      Acquisitions; Financial Restructuring and Investment Relations. In
      consideration the consultant shall receive 375,000 restricted Rule 144
      common shares plus warrants for 1,000,000 common shares on a ladder basis
      between $.50 and $1.00 per share for up to three years.


                                 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 14, 2008

                               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. Ayling        Chairman & CEO, Director            April 14, 2008
-------------------
 John R. Ayling

                                    * * * * *








                                                                              28





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