SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						June 15, 2005

Mail Stop 03-05

Via US Mail and Facsimile

Mr. Michael Slates
Chief Financial Officer
1070 Commerce Drive, Building II
Suite 303
Perrysburg, OH 46551

Re:	Leisure Direct, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Commission file #: 000-50584

Dear Mr. Slates:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

* * * * * * * * * * * * * * * * * * * * * * *
Form 10-KSB for the year ended December 31, 2004

MD&A - Liquidity and Capital Resources, page 5

1. You state that without additional capital, you will have to
curtail your operations and will not be able to implement your
business plan.  Please revise to also disclose any other
reasonably
possible outcomes to your lack of liquidity, such as a voluntary
or
involuntary bankruptcy filing, including liquidation of the
company.

Notes to the Financial Statements

Note 1.  Summary of Significant Accounting Policies

- General

2. We note from your disclosure that John Ayling, CEO holds 71.9%
of
the voting stock of the Company and it appears that he and Capital
First Management have the effective power to control the vote on
substantially all significant matters without the approval of
other
stockholders.  In future filings, please revise the footnotes to
the
financial statements to disclose the existence of this potential
control relationship with respect to your outstanding common
shares
to the extent this control relationship exists.  Refer to the
requirements of paragraph 2 of SFAS 57.

- Stock Based Compensation

3. We note from Item 10 that three of the directors and officers
of
the company have been awarded stock options.  Please explain to us
your accounting policy for stock options issued to both employees
and
non-employees, and indicate the status of each director that has
been
issued stock options as an employee or non-employee.  If you have
determined that the directors are not employees, please provide
your
basis for that determination.  See paragraph 8 of FIN 44.
Additionally, please discuss how the stock options issued by you
in
2004 relate to the 2004 Stock-Based Compensation Plan discussed in
Note 1 to the financial statements.   See SFAS No. 123 and APB 25.
We may have further comment upon receipt of your response.

4. Please provide us with a list of all stock-based compensation
(warrants, options, or shares) granted in 2003 and 2004, along
with
the estimated fair value of your stock on the grant date and the
amount of compensation expense recognized, if any.  Also, please
tell
us how you determined fair value at each grant date.

Note 11. Commitments and Contingencies

5. We note your disclosure that you owe approximately $240,000 for
federal, state, and local payroll taxes.  Please tell us if this
amount is recorded as a liability on your balance sheet and if so,
the balance sheet caption in which it is included.

Note 12.  Related Party Transactions

6. We note your disclosure that in 2004 you purchased property and
equipment from OPI for $205,000.  Please tell us the cost basis of
these assets and how you accounted for the transaction,
considering
that OPI is a related party under common control.  See paragraph
D12
of SFAS 141 and SEC Practice, Ch. 10. Accounting Topics and the
SEC,
Interpretations and Guidance -  Related Party Items and
Transactions.

7. We note that during 2003 and 2004 you had several non-cash
transactions that were settled or could be settled by issuing
shares
of common stock.  For each of the following transactions, please
tell
us how you determined or calculated the fair value of the stock
issued:
o Issuance of 559,500 shares of common stock in settlement of
$99,750
of accrued salaries
o January 1, 2004 consulting agreement whereby the consultants may
elect to receive their compensation at a rate of four shares of
stock
for each dollar of compensation
o January 15, 2004 conversion of demand notes payable totaling
$17,000 to 127,500 shares of common stock
o 2003 repayment of $39,776 of related party debt with 60,703
shares
of common stock
Additionally, for the debt that was converted to stock, please
tell
us if there were any conversion terms associated with these debt
arrangements prior to the repayment, and if so, how those
conversion
terms were determined. Refer to the guidance outlined in EITF
Topic
D-60, EITF 98-5 and EITF 00-27.  We may have further comment upon
receipt of your response.

Note 13 - Segment Financial Data, page F-14

8. Please revise to include the appropriate measure of segment
profit
or loss and other segment disclosures required by paragraphs 25-28
of
SFAS 131.

Avalon Ltd. Acquisition

9. We note that the closing of the Avalon Ltd acquisition occurred
on
July 2, 2004.  Please tell us why you did not file financial
statements or proforma information related to this acquisition as
required by Item 310(c) and (d).

10. We note from your disclosures that you made an acquisition
during
2004 in which the acquired assets were 15% of your consolidated
assets at year end 2004.  In future filings, please ensure that
when
you have a material acquisition you include the disclosures
required
by paragraphs 51-57 of SFAS No. 141.

Form 10-QSB for the quarter ended March 31, 2005

Long Term Debt

11. We note your disclosure that on January 15, 2004 you entered
into
a term loan agreement with Preferred Equity Leasing and as a
result
have recorded long-term debt on your balance sheet.  We also note
that, although this disclosure was not included in the Form 10-KSB
as
of December 31, 2004, the disclosure and related long-term debt
were
included in the Forms 10-QSB for the 2004 quarters.  Please tell
us
why the terms of this loan were not disclosed in your form 10-KSB
for
the year ended December 31, 2004 and why the debt does not appear
to
be recorded as long-term debt on the balance sheet as of December
31,
2004.

* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Claire Lamoureux at 202-551-3301 or Lyn Shenk at
202-
551-3380 if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
??

??

??

??

Mr. Michael Slates
Leisure Direct, Inc.
June 15, 2005
Page 1

</TEXT>
</DOCUMENT>