SecProbe.io

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MAIL STOP 0511

									March 14, 2005

Ms. Sandra K. Conklin
President
LDG, Inc.
4944B Windy Hill Drive
Raleigh, NC  27587

Re:	LDG, Inc.
      Registration Statement on Form SB-2
File No. 333-122666
      Filed February 9, 2005

Dear Ms. Conklin,

      We have reviewed your 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that the registration statement covers the resale of
all
of the company`s outstanding securities.  We also note the
disclosure
in the plan of distribution section that these selling
shareholders
may sell at market prices.  Your offering appears to be "by or on
behalf of the registrant" under Rule 415(a)(4) of Regulation C.
Because your company does not qualify to conduct an offering "at
the
market," please revise the terms of the offering to provide that
all
offers and sales will be made at a disclosed fixed price for the
duration of the offering, as would be required in a direct primary
offering by the company or explain supplemental to your disclosure
why you do not feel this offering is by or on behalf of the
registrant.   Please also note that the resale offering by the
selling shareholders appears to be a primary offering by LDG
through
the selling security holders and, under Rule 415(a)(1)(ix), the
offering must be prompt and continuous for the duration of the
offering.  Note that LDG does not appear to qualify to conduct a
delayed offering under Rule 415(a)(1)(x).  Please expand the
disclosure to explain how the offering will be conducted in a
prompt
and continuous manner or explain in a supplemental submission why
you
do not feel this offering is a primary offering.  Revise the
registration statement throughout accordingly.
Outside Facing Page
2. We note a reference to registration statement number 333-
110240.
Please delete such reference or provide a supplemental discussion
as
to the appropriateness of such reference.
Outside Back Cover Page
3. Please add the Dealer Prospectus Delivery Obligation
disclosure.
Please see Item 502 of Regulation S-B.
Prospectus Cover Page
4. We note your disclosure that "some" of your shareholders are
selling their shares of common stock in this offering.  However,
disclosure elsewhere would indicate that all of the currently
outstanding shares are being offered for sale in this registration
statement.  Please revise as necessary to address these
discrepancies.
Summary, page 5
5. We note the statement that LDG has recently begun offering a
web-
site design package which also includes hosting services through
an
unaffiliated business partner.  Please identify the partner,
disclose
the terms of the arrangement with such third party and file any
written agreements or understandings as exhibits to your next
amendment.
Risk Factors, page 6
6. Many of your risk factor subheadings currently merely state a
fact
about your business, such as "Because we have limited revenues,
our
future results are uncertain."  Revise each risk factor and
subheading to ensure that each risk factor succinctly states a
material risk, particular to either LDG or investors in the
proposed
offering and each subheading includes specific disclosure with
respect to the manner in which LDG or investors would be affected.
See especially risk factors 2, 4, and 5.
7.
Additionally, do not include risk factors that could apply to any
other similar issuer or offering.  Several of your risk factors
fit
into this category and you should remove them.  Each subheading
must
explain how the situation or circumstances apply specifically to
LDG
or investors in the proposed offering.  See especially risk
factors
5, 6 and 9.
8. It appears that the subheading to risk factor 1 terminates mid-
sentence and may not include the entire discussion intended.
Please
revise as appropriate.
9. We note that risk factors 1 and 5 discuss efforts to raise
additional capital.  We also note that the proposed offering is
one
by selling shareholders and that LDG will receive none of its
proceeds.  Please include disclosure as appropriate throughout
your
prospectus of all plans to raise capital or delete such references
from these risk factors and subheadings.
10. Please include a risk factor that discusses the fact that,
since
inception, LDG has never had profitable operations.
11. We note risk factor 3.  Since all three officers and directors
propose to sell all of their respective holdings, their intentions
with respect to running the company after the sale of their shares
should be included as a risk factor.  Do they intend to remain?
12. We note that risk factor 6 includes reference to possible
judgments against LDG.  In the appropriate locations throughout
your
prospectus, please discuss the likelihood of such an occurrence
and
any known facts or circumstances that would give rise to such an
occurrence or clearly state that you are aware of none.
13. We note that risk factor 7 includes disclosure that LDG`s
officers and directors will continue to retain control of the
company
and "will still own 8,000,000 shares" yet it appears elsewhere in
the
registration statement that such persons aim to sell all of their
holdings in LDG.  Please reconcile.
14. Please include a risk factor that all outstanding shares,
including all shares beneficially owned by officers and directors
of
the company, are being offered for sale.
Use of Proceeds, page 8
15. We note the reference to the sale of warrants by selling
warrant
holders and yet see no disclosure of such sales elsewhere in the
registration statement and a statement to the effect that there
are
no other securities authorized in your articles of incorporation.
Please reconcile.

Determination of Offering Price, page 8
16. We note the statement that "the price of the shares will be
established by the market" if the shares are listed on the
Bulletin
Board.  As noted above, because LDG does not qualify to conduct an
offering "at the market," all offers and sales must be made at a
disclosed fixed price for the duration of the offering.  Please
revise your disclosure accordingly.
Plan of Distribution, page 8
17. Please reconcile the disclosure that there are 40 selling
shareholders with disclosure of differing amounts elsewhere in
your
registration statement.  We note that there are 55 selling
shareholders listed in the section entitled "Selling
Shareholders."
18. We note that LDG is paying the offering expenses.  Given the
current financial condition of the company, disclose how you plan
to
pay these expenses.
19. We also note that the sales price you propose in this section
appears to conflict with that disclosed elsewhere in the
registration
statement.  Please reconcile.
20. Please clarify the party or parties to which you refer as "us"
in
the last sentence of the first paragraph under "Section 15(g) of
the
Exchange Act."
Business, page 11
Our Clients, page 11
21. Please provide the basis for the statement on page 11 that you
believe your "business focus defines us within the market."
Revenues, page 12
22. We note the statements that four of your clients represented
90%
of your nets sales for the nine months ended September 30, 2004
and
77% of your net sales for the year ended December 31, 2003.
Please
disclose all relationships between the listed entities and LDG,
its
officers, directors, or shareholders.
23. Please break down the specific percentage of net sales for
each
of the listed entities.
Materials and Services, page 12
24. Please specifically disclose those materials produced
internally
as compared to those services and materials you state are
purchased
from outside vendors.

Government Regulation, page 12
25. Please revise your disclosure to address those statutes and
regulations that specifically apply to LDG.  Has LDG engaged in
any
television advertising work?  If not, remove such reference.
Marketing;  Expansion of Business, page 13
26. Prospective operations should include the conditions and
timetable for conducting those operations.  Please also include a
breakdown of estimated costs for each of the listed activities in
which you have stated your intention to engage in the future.
Management`s Discussion and Analysis or Plan of Operation, page 15
General comment

27. Please revise to include in a separately captioned section the
Company`s off-balance sheet arrangements, if any, as required by
Item
303 (c) of Regulation S-B.
Internal and External Liquidity, page 15
28. You state that expenses associated with raising capital
increased
administrative expenses and your discussions appear to imply that
costs related to obtaining capital have been charged to
administrative expenses.   Please note that incremental direct
costs
incurred in raising capital such as underwriting, accounting and
legal fees, printing costs, and taxes, should be treated as a
reduction of the proceeds.   Please revise your financial
statements
or tell us how the Company`s accounting for the costs of raising
capital is appropriate.
29. It appears that offering expenses were a significant amount
relative to offering proceeds.  Please separately disclose the
individual costs.
30. We note the statement:  "existing equity is projected to be a
deficiency in 2005 without external equity and thus the planned
offering."  Please explain what is meant by "the planned
offering."
31. We note your discussions do not address the reasons for
changes
in revenue, cost of revenue, cost of revenue as a percentage of
revenue, gross profit, administrative expenses and other financial
statement line items for the periods presented.  Please revise to
do
so.
LDG should present the most important information most
prominently.
Consider providing an executive-level overview that provides
context
for the remainder of the discussion.  The Management`s Discussion
and
Analysis ("MD&A") section is one of the most critical aspects of
Form
SB-2.  As such, we ask that you revise this section to discuss the
events, trends, risks and uncertainties that management views as
most
critical to the company`s revenues, financial position, liquidity,
plan of operations, results of operations and any material
commitments for capital expenditures and the expected sources of
funds for such expenditures.  The overview should not simply be a
repetition of the business description.  In an effort to assist
you
in this regard, please refer to the Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, Release No. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm.  This guidance is
intended to elicit more meaningful disclosure in MD&A in a number
of
areas, including the overall presentation and focus of MD&A, with
general emphasis on the discussion and analysis of known trends,
demands, commitments, events and uncertainties, and specific
guidance
on disclosures about liquidity, capital resources, and critical
accounting.  We remind you that the purpose of MD&A is to provide
investors with information relevant to an assessment of the
financial
condition and results of operations of the registrant.  This
section
must provide a narrative explanation of the company`s financial
statements so that investors may see the company through the eyes
of
management and be able to analyze the quality of, and potential
variability of, the company`s earnings and cash flow.
32. The transaction between Sambrick Communications, LDG LLC and
the
related discussions of liquidation of LLC are not clear.
Supplementally explain the transactions (disclose to the extent
necessary) and expand the impact of these transactions on the
Company.
Critical Accounting Policies, page 16

33. We note that your discussion of critical accounting policies
is
the same disclosure reported in the notes to the consolidated
financial statements.  Disclosures included in the Critical
Accounting Policies section of the MD&A should supplement, not
duplicate, the description of accounting policies that are already
disclosed in the notes to the financial statements.  Your
disclosure
should discuss the judgments and uncertainties that affect the
application of your critical accounting policies and the
likelihood
that materially different amounts could be reported under
different
conditions or using different assumptions.
Management, page 17
34. Please confirm that you have disclosed the entire business
experience for each officer and director for the past five years.
It
appears that a "Conklin Family- Home & Garden Services" appears
listed at 2201 Landings Way in the Raleigh, North Carolina Yellow
Pages.
35. We note the statement:  "Since January 2000, Ms. Conklin has
been
president, principal executive officer, treasurer and principal
financial officer of our wholly owned subsidiary corporation,
Liaison
Design Group LLC."  Please explain how Ms. Conklin held such
positions in light of LDG LLC`s formation on May 11, 2000, as
disclosed elsewhere in your registration statement.
36.
We also note the statement:  "Since January 2000, Mr. Sambrick has
been a member of the board of directors of Liaison Design Group
LLC."
Please explain Mr. Sambrick`s role in light of the formation date
of
LDG LLC as mentioned above.
Conflicts of Interest, page 18
37. We note the statement that "Sambrick Communication does not
compete with [LDG]."  Please reconcile with the statement that
"Sambrick Communication is in the business of marketing and
advertising."
38. Please disclose the amount of revenues generated by work for
Sambrick Communication in relation to revenues generated by work
for
non-affiliated companies.
Selling Stockholders, page 18
39. The table disclosing the principal stockholders includes
information about their holdings "after [the] offering" which
appears
to be unnecessary, inaccurate and inconsistent with disclosure
elsewhere in the prospectus.  Please revise.
40. 55 selling shareholders are listed in this section.  Please
reconcile with statements elsewhere in the registration statement
that indicate 40 selling shareholders and 43 holders of record.
41. Please state any material relationship between the selling
shareholders and the LDG, its officers, directors or affiliates.
For
instance, please disclose the relationship between Dane Sambrick,
Kelly Sambrick, Diane Sambrick, and LDG`s officers, directors, or
affiliates, if any.
42. Please revise the list of selling shareholders in alphabetic
order and confirm each address.  Not only do several of the
addresses
appear to be incorrect (e.g. 10620,000 Edumnson Ave., 720,0001
North
Ridge Road, and 20,00004 Weybridge Dr.) but a search on Mapquest
indicates that such addresses could not be found.
43. Please disclose the beneficial owners of the non-natural
persons
listed in this section.
44. Please explain how and by whom the selling security holders
were
identified and brought together and describe the connections,
relationships and arrangements between them.  We may have further
comment after reviewing your response.
45. We do not understand the statement "There 43 holders of record
for