SecProbe.io

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

MAIL STOP 3561

									June 30, 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
      Amendment No. 1 Filed May 13, 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 you filed this amendment on EDGAR under File No.
333-
110240, which is the file number for a registration statement you
withdrew in April 2004.  Please refile Amendment Number 1 for the
present registration statement, all related correspondence, and
all
future amendments and correspondence under the correct File
Number,
No. 333-122666, as noted on the front page of your prospectus and
cover letter.

2. We reissue comment 1 from our letter of March 14, 2005.  Again,
as
stated in our letter of March 14, 2005, if you do not feel this
offering is to be considered a primary offering by or on behalf of
the registrant, you are welcome to provide a legal analysis in
support of such view.  The response contained in your letter of
May
12, wherein you:
* direct the staff to "review the appropriate rules and
regulations"
but do not provide citations to those rules and regulations you
believe to be appropriate, along with an analysis as to their
applicability;
* include conclusory statements such as "We believe the shares can
be
sold into the market at the market price should a market develop
on
the Bulletin Board operated by the National Association of
Securities
Dealers, Inc.  Until then, they must be sold at $0.05 offering
price"; and
* incorporate incomplete cites to rules or regulations which you
state are not applicable ("The shares are not being sold pursuant
to
Rule 415(1)(i)")
does not appear to provide a sufficient level of analysis to meet
the
concerns raised by our prior comment.
In the absence of providing any further reasoning as to why you
feel
this offering is not a primary offering by or on behalf of the
registrant, please revise your disclosure to provide that all
offers
and sales will be made at a disclosed fixed price for the duration
of
the offering.

Risk Factors, page 6

3. We note the following statements contained in various risk
factors:
* "This means that there is substantial doubt that we can continue
as
an ongoing business without additional financing and/or generating
profits...Currently, we have no plans for additional financing.
We
intend to rely on our revenues for all of our capital needs.  If
we
cannot raise additional capital or generate sufficient revenues to
operate profitably, we may have to suspend or cease operations."
Risk Factor 1
* "We have never operated profitably...In fact, it is unlikely we
will operate profitably."  Risk Factor 2.
*
"If we are to substantially increase our net sales, it is likely
we
will seek to raise additional capital...Currently we have no plans
to
raise additional capital.  As a result, if we cannot obtain
acceptable financing, we may have to suspend or cease operations."
Risk Factor 6.
In sum, it appears that your disclosure indicates that "there is
substantial doubt that [you] can continue as an ongoing business
without additional financing and/or generating profits" however,
you
"have no plans to raise additional capital" and you find it
"unlikely
[that you] will operate profitably."  As a result, it would appear
from your disclosure that you have no viable business plan.
Section (a)(2) of Rule 419 includes within the definition of
"blank
check company" is a development stage company issuing penny stock
that "has no specific business plan or purpose."  In discussing
this
definition in the adopting release, the Commission stated that it
would "scrutinize . . . offerings for attempts to create the
appearance that the registrant . . . has a specific business plan,
in
an effort to avoid the application of Rule 419."  See Security Act
Release No. 6932 (April 13, 1992).
In view of the foregoing, it appears that the uncertainty
surrounding
your business may be commensurate in scope with the uncertainty
ordinarily associated with a blank check company.  Accordingly,
please revise your disclosure throughout your registration
statement
to comply with Rule 419 of Regulation C or provide a detailed
explanation as to why Rule 419 does not apply to this offering.
If
you believe that you do not fall within the definition of a blank
check company, appropriate disclosure to demonstrate your status
as a
non-blank check company should be included in the prospectus,
including disclosure of the reasons for this offering in light of
the
substantial doubt that your company can continue operating as a
going
concern and your lack of plans to raise capital.

4. We reissue comment 11 from our letter of March 14, 2005.  Your
officers and directors 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?  We note your response that you "do not
believe a risk exists and accordingly, not [sic] risk factor has
been
provided."
Again, such summary response does not appear to provide a
sufficient
level of analysis to meet the concerns raised by our prior
comment.
Please either provide the requested disclosure or your reasoning
as
to why you do not believe a risk exists for your officers and
directors to simply stop running LDG and walk away once they have
sold their ownership interest.  At minimum, please frame your
analysis in light of your disclosure that the company that has
"never
operated profitably...[and] in fact...is unlikely to operate
profitably" and the fact that your auditors have issued a going
concern opinion.

5. We also reissue comment 14 from our letter of March 14, 2005.
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.  We note your response that
you
"do not see how such an event is a risk to investors."  Please
provide an analysis as to why you do not see a risk investing in a
company whose entire ownership base is selling its shares,
including
the company`s officers and directors who have disclosed that the
company "has never operated profitably...[and] in fact...is
unlikely
to operate profitably."

Determination of Offering Price, page 8

6. We reissue comment 16 from our letter of March 14, 2005.  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 or explain why it is "[y]our understanding that the
shares can be sold at the market price should a market develop."

Government Regulation, page 13

7. We reissue comment 25 from our letter of March 14, 2005.  We
note
that you state in Amendment 1 that LDG is not subject to any state
or
federal regulation, but your original filing contained disclosure:
"Federal, state and local governments and governmental agencies in
recent years have adopted statutes and regulations affecting the
advertising activities of advertising agencies and their clients."
You then provided a discussion of specific regulation undertaken
by
the Federal Trade Commission with respect to the activities of
advertising agencies.  Please advise us as to the reasons you now
believe you are not subject to any state or federal regulation.

Management`s Discussion and Analysis or Plan of Operation, page 15

8. We note your disclosure:  "Because all of our skills and assets
were focused on operations, the only way to complete an expansion
analysis was to acquire additional capital and to use this capital
to
put in place the identified activities.  The decision was to
complete
the expansion analysis activities and the required capital was
achieved through a private placement of securities in 2004.
Therefore although management certainly has focus on our operation
and this also has investment risk, the primary focus of management
is
on how to initiate and evaluate the expansion activities."  Please
disclose who undertook the expansion analysis, the cost of such
expansion analysis, the manner by which it was carried out, the
conclusions reached and activities identified.

9. Expand the Liquidity and Capital Resources section beginning on
page 17 to discuss how you settle the account receivable due from
Sambrick and how this practice affects your liquidity. Indicate
whether this practice represents a continuing trend.  Disclose the
balance of this receivable that has been received in cash, the
amount
that has been offset against the rental liability, and the amount
of
any other noncash means of settling the receivable.  Provide this
disclosure for the balance presented as of December 31, 2003, 2004
and March 31, 2005.  Explain how Sambrick`s relinquishment of
common
stock can be used to settle the receivable and how this type of
transaction would be valued.    Disclose the analysis of the
balances
of related party receivable in Note 3 as well.

Selling Stockholders, page 18

10. We reissue comment 39 from our letter of March 14, 2005.  The
table disclosing the principal stockholders includes information
about their holdings with respect to "the private placement" which
appears to be unnecessary, inaccurate and inconsistent with
disclosure elsewhere in the prospectus.  Please revise.

Financial Statements

Responses to accounting comments

11. We note that the responses to these comments were provided on
the
independent accountant`s letterhead.  Please explain to us the
scope
of services provided by the independent accountant in preparing
this
response.  Please note that management of the issuer is
responsible
for the financial statements that are included in any document
filed
with the Commission.

Note 3 - Related Party Transactions, pages 40-41
Accrued Compensation

12. You disclose that Sambrick transferred 2.4 million shares of
your
common stock to Ms. Conklin to settle $18,000 of accrued salary.
Since Sambrick has settled this liability on your behalf, it
appears
to us that this transaction resulted in an additional capital
contribution of $18,000.  It also appears to us that the
settlement
of $18,000 of trade accounts receivable from Sambrick should be
accounted for as a distribution to Sambrick.  That these
activities
have no effect on total equity does not relieve you of the
obligation
to recognize them in the applicable accounts.  Please revise.

General

13. Provide a current consent in any amendment, and provide the
updated, audited financial statements as required by Item 310(g)
of
Regulation S-B.

Recent Sales of Unregistered Securities, page 45
14. We partially reissue comment 49 from our letter of March 14,
2005.  Please disclose the facts and circumstances relied upon to
make the exemption available for each transaction.  See Item
701(d)
of Regulation S-B.  We may have further comment.

Exhibits

Legality Opinion

15. Please reconcile the stated offering price noted in your
legality
opinion ($0.01) with that provided in prospectus ($0.05).

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Raj Rajan at (202) 551-3388 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
John Zitko at (202) 551-3399, or Mike Karney, who supervised the
review of your filing, at (202) 551-3847.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

cc:	Conrad C. Lysiak
	Fax:  (509) 747-1770

??

??

??

??

Sandra K. Conklin
LDG, Inc.
June 30, 2005
Page 1

</TEXT>
</DOCUMENT>