As filed with the Securities and Exchange Commission on August 3, 2004

                                               Registration Number


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER
                           THE SECURITIES ACT OF 1933

                              Leisure Direct, Inc.
              --------------------------------------------------
              (Exact name of Registrant as specified in Charter)

            Nevada                                       98-033555
      -----------------------------------------------------------------
      (State of Incorporation)            (I.R.S. Employer I.D. Number)


      1070 Commerce Drive, Building II, Suite 303, Perrysburg, OH  43551
      ------------------------------------------------------------------
                   (Address of Principal Executive Offices)

                2004 Employee/Consultant Stock Compensation Plan
               ------------------------------------------------
                              (Full Title of Plan)

                                 John R Ayling
                              1070 Commerce Drive
                             Building II, Suite 303
                             Perrysburg, OH  43551
                                (419) 873-1111
             -------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                   Copy to:
                              ROBERT BRANTL, ESQ.
                               322 Fourth Street
                              Brooklyn, NY 11215
                                (718) 768-6045

                       CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
                                 Maximum        Maximum
Title of          Amount         Offering       Aggregate       Amount of
Securities        to be          Price          Offering        Registration
to be Registered  Registered(1)  per Share (2)  Price (2)       Fee
-----------------------------------------------------------------------------

Common Stock,    1,500,000 shares   $.51        $765,000.00       $96.93
$0.001 par value


(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying
    1,500,000 shares by $0.51, the closing price of shares of the Common
    Stock on the 29th day of July, 2004.


                                   PART II


             INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3. Incorporation of Documents by Reference.

        Leisure Direct, Inc. is incorporating by reference the following
document previously filed with the Securities and Exchange Commission:

        (a)  Leisure Direct's Annual Report on Form 10-KSB for the year ended
December 31, 2003;

        (b)  Leisure Direct's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2004;

        (c)  Leisure Direct's Current Report on Form 8-K dated February 2, 2004;

        (d)  the description of Leisure Direct's Common Stock contained in its
Registration Statement on Form SB-2 (Reg. No. 333-53186).

        Leisure Direct, Inc. is also incorporating by reference all documents
hereafter filed by Leisure Direct pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Robert Brantl, Esq., counsel to Leisure Direct, has passed upon the
validity of the shares registered pursuant to this Registration Statement.  Mr.
Brantl holds no interest in the securities of Leisure Direct.

Item 6. Indemnification of Directors and Officers.

        Section 78.7502 of the General Corporation Law of the State of Nevada
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation, the corporation may not indemnify unless a court determines that
the person is fairly and reasonably entitled to the indemnification. Section
78.7502 further provides that indemnification shall be provided if the party in
question is successful on the merits.

        The Bylaws of Leisure Direct provide that the corporation shall
indemnify its directors and officers to the maximum extent provided by the
Nevada General Corporation Law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

4.1     2004 Employee/Consultant Stock Compensation Plan

5       Opinion of Robert Brantl, Esq.

23.1    Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2    Consent of Robert Brantl, Esq. is contained in his opinion, filed
        as Exhibit 5.

Item 9. Undertakings.

        Leisure Direct hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;

        (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Leisure Direct pursuant to the provisions of the Nevada General Corporation Law
or otherwise, Leisure Direct has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Leisure Direct of expenses incurred or paid by a director, officer or
controlling person of Leisure Direct in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Leisure Direct will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                             REOFFER PROSPECTUS


                            LEISURE DIRECT, INC.

                      1,500,000 Shares of Common Stock


    The shares that are being offered include shares owned by persons who are
control persons with respect to Leisure Direct, Inc. by reason of their
positions in Leisure Direct's management or their ownership of Leisure Direct
stock.  They acquired the shares from Leisure Direct, either as the recipients
of grants of stock or by exercising stock options issued to them by Leisure
Direct.

    The selling shareholders intend to sell the shares into the public market
from time to time.  The shareholders will negotiate with the market makers for
Leisure Direct's common stock to determine the prices for each sale. They
expect each sale price to be near to the market price at the time of the sale.

    Leisure Direct's common stock is listed for trading on the Pink Sheets
under the trading symbol "LDTI."

    Purchase of Leisure Direct common stock involves risk.  Please
see "Risk Factors," which begins on page 2.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.


                             Leisure Direct, Inc.
                             1070 Commerce Drive
                            Building II, Suite 303
                            Perrysburg, OH  43551


               The date of this prospectus is August 3, 2004


                             TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . .-1-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . .-4-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . .-5-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .-5-


                                RISK FACTORS

    You should carefully consider the risks described below before buying our
common stock. If any of the risks described below actually occurs, that event
could cause the trading price of our common stock to decline, and you could
lose all or part of your investment.

    We may be unable to manage our growth successfully.  We plan to rapidly
expand the marketing of our products.  In order to do so successfully, we will
have to contract with and effectively manage our relationships with suppliers,
advertisers and other providers.  We will also have to hire and train skilled
management and technical personnel.  In addition, we will have to carefully
allocate our financial, management and operational resources.  If we are
unsuccessful in any of these areas, our business plan may fail.

    Leisure Direct has limited operating experience. Leisure Direct is a four
year old company. Because of its limited operating history, Leisure Direct has
little historical financial data on which to base its plans for future
operations.  In particular, 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 is likely to lose money.  If it
loses too much money, Leisure Direct will have to terminate operations.

     Poor economic conditions may interfere with our business plan.  The
swimming pool industry is strongly influenced by general economic conditions.
The industry tends to experience periods of decline during economic downturns.
In addition, because most of our customers finance their pool installations,
pool sales are particularly sensitive to interest rate fluctuations and the
availability of credit. For these economic reasons, the industry may experience
sustained periods of declining sales in the future.  Such a decline could have a
material adverse effect on Leisure Direct.

     Our financial results will be seasonal, and bad weather may adversely
affect our business.  Our business is highly seasonal. Historically,
approximately 80% of our net sales have been generated in the second and third
quarters of the year, which is the peak season for swimming pool installation
and use. For this reason, we expect to incur financial losses during the first
quarter of each year.  In addition, periods of cold weather or rainy weather
during our peak sales season could significantly reduce pool purchases and
disrupt installation schedules, reducing our sales and our operating profit.

     Widespread competition may hinder our growth.  Regional and local
manufacturers and installers provide the primary competition for Leisure Direct.
In addition, there are a small number of swimming pool companies that compete on
a national basis. Barriers to entry in the swimming pool installation industry
are relatively low. So any number of new competitors could emerge.  A concerted
effort by a competitor that is better capitalized than Leisure Direct could
prevent us from operating successfully in any given region.  If we were thwarted
by competition in a number of regions, our business plan could fail.

     We may be unsuccessful in developing a full catalog of product offerings.
Our business model depends upon our ability to offer customers a complete
selection of products in a wide variety of product categories.  At present our
product offerings are limited.  If we are unable to establish or maintain
relationships with suppliers that will enable us to offer a complete selection
of brand name products, we will be unable to compete effectively

     We will require additional personnel who are experienced in the pool and
spa industry in order to compete successfully.  Our Board of Directors and
executive officers have very little experience in the pool and spa industry.
The success of our business will depend, therefore, on our ability to hire and
retain employees who are experienced and knowledgeable about the pool and spa
industry.  If we are unable to attract and retain such employees, we will not be
able to implement our business plan.

     There is a limited trading market for our common stock.  A market for our
common stock developed only recently.  The stock is very thinly-traded, and
large swings in price are common.  If you attempt to sell our common stock, you
may find it difficult to obtain a price you consider satisfactory.


                            SELLING SHAREHOLDERS

     The table below contains information regarding the individuals who are
using this prospectus to offer common shares.

                                                                   Percentage
                               Shares                   Shares     of Class
                               Owned        Number      Owned      Held
Selling                        Before       of Shares   After      After
Shareholder     Position       Offering(1)  Offered     Offering   Offering
-------------------------------------------------------------------------------


                        OTHER AVAILABLE INFORMATION

     Leisure Direct, Inc. is incorporating into this prospectus by reference
the following documents previously filed with the Securities and Exchange
Commission:

     (a)  Leisure Direct's Annual Report on Form 10-KSB for the year ended
December 31, 2003;

     (b)  Leisure Direct's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2004;

     (c)  Leisure Direct's Current Report on Form 8-K dated February 2, 2004;

     (d)  the description of Leisure Direct's Common Stock contained in its
Registration Statement on Form SB-2 (Reg. No. 333-53186).

     Leisure Direct is also incorporating into this prospectus by reference all
documents hereafter filed by Leisure Direct pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, until the termination of
this offering.

     Upon written or oral request, Leisure Direct will provide to each person,
including any beneficial owner, to whom this prospectus is delivered a copy of
any and all information that has been incorporated into this prospectus by
reference.  We will provide the information at no cost to the person who
requests it. Any such request should be made to John R. Ayling, President,
Leisure Direct, Inc., 1070 Commerce Drive, Building II, Suite 303, telephone:
419-873-1111.

     Leisure Direct files with the Securities and Exchange Commission annual,
quarterly and current reports, proxy statements and other information, which may
assist you in understanding our company.   In addition, we have filed a
registration statement on Form S-8, including exhibits, with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other information that we file at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the Commission at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. Our Commission filings, including the registration statement, are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.


                               INDEMNIFICATION


     Section 78.7502 of the General Corporation Law of the State of Nevada
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and reasonably entitled to the indemnification. Section 78.7502
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     The Bylaws of Leisure Direct provide that the corporation shall indemnify
its directors and officers to the maximum extent provided by the Nevada General
Corporation Law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Leisure Direct pursuant to the provisions of the Nevada General Corporation Law
or otherwise, Leisure Direct has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Leisure Direct of expenses incurred or paid by a director, officer or
controlling person of Leisure Direct in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Leisure Direct will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, Leisure Direct,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Perrysburg and the State of Ohio on the 2nd day of
August, 2004.

                             LEISURE DIRECT, INC.


                             By:   /s/John R. Ayling
                             ---------------------------------
                                   John R. Ayling
                                   President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on August 2, 2004.

Name

s/ John R. Ayling
------------------------------------
Chief Executive Officer, Director



s/ Michael D. Slates
------------------------------------
Chief Financial Officer, Chief Accounting Officer, Director


                             INDEX TO EXHIBITS

4.1  2004 Employee/Consultant Stock Compensation Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.


                      *       *       *       *       *

                                                             EXHIBIT 4.1

                       YEAR 2004 EMPLOYEE/CONSULTANT
                          STOCK COMPENSATION PLAN


I. PURPOSE OF THE PLAN.

The purpose of this Plan is to further the growth of Leisure Direct, Inc. and
its Subsidiaries (together being the "Company") by allowing the Company to
compensate Employee/Consultants and certain other persons who have provided bona
fide services to the Company, through the award of Common Stock of the Company.


II. DEFINITIONS.

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to
purchase Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of the Company.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4. "Common Stock" means the Common Stock of the Company.

5. "Date of Grant" means the day the Board of Directors authorized the grant of
an Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective

6. "Employee/Consultant" means any person or entity (i) who has rendered or will
render bona fide services to the Company, and (ii) who, in the opinion of the
Board of Directors, is in a position to make, or who have previously made, a
significant contribution to the success of the Company.

7. "Subsidiary" means any corporation that is a subsidiary with regard to as
that term is defined in Section 424(f) of the Code.


III. EFFECTIVE DATE OF THE PLAN.

The effective date of this Plan is July 26, 2004.


IV. ADMINISTRATION OF THE PLAN.

The Board of Directors will be responsible for the administration of this Plan,
and will grant Awards under this Plan. Subject to the express provisions of this
Plan and applicable law, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration of
this Plan unless it resulted from the member's willful misconduct.


V. STOCK SUBJECT TO THE PLAN.

The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 1,500,000 shares, which number represents 1,500,000 shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems advisable.


VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.

Awards may be granted only to Employees/Consultants who provide bona fide
services to the Company, provided only to a Consultant not in connection with
market making or capital raising activities.


VII. GRANTS OF AWARDS.

Except as otherwise provided herein, the Board of Directors shall have complete
discretion to determine when and to which Employee/Consultant Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Employee/Consultant will relate, and the terms and conditions upon which an
Award may be issued (including, without limitation, the date of exercisability,
exercise price and term of any Award which constitutes an option or warrant to
purchase Common Stock).


VIII. DELIVERY OF STOCK CERTIFICATES.

As promptly as practicable after authorizing the grant of an Award, the Company
shall deliver to the person who is the recipient of the Award, a certificate or
certificates registered in that person's name, representing the number of shares
of Common Stock that were granted. If applicable, each certificate shall bear a
legend to indicate that the Common Stock represented by the certificate was
issued in a transaction which was not registered under the Act, and may only be
sold or transferred in a transaction that is registered under the Act or is
exempt from the registration requirements of the Act.


IX. RIGHT TO CONTINUED ENGAGEMENT.

Nothing in this Plan or in the grant of an Award shall confer upon any
Employee/Consultant the right to continued engagement by the Company nor shall
it interfere with or restrict in any way the rights of the Company to discharge
any Employee/Consultant or to terminate any consulting relationship at any time.


X. LAWS AND REGULATIONS.

1. The obligation of the Company to sell and deliver shares of Common Stock
on the grant of an Award under this Plan shall be subject to the condition
that counsel for the Company be satisfied that the sale and delivery thereof
will not violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.


XI. TERMINATION OF THE PLAN.

The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.


XII. DELIVERY OF PLAN.

A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the granting of the Award and establishing the terms, if any, of participation.


                      *       *       *       *       *

                                                               EXHIBIT 5

                              ROBERT BRANTL, ESQ.
                              322 Fourth Street
                              Brooklyn, NY 11215
                                 718-768-6045

July 29, 2004

Leisure Direct, Inc.
1070 Commerce Drive
Building II, Suite 303
Perrysburg, OH  43551

Gentlemen:

With reference to the Registration Statement on Form S-8 which Leisure Direct,
Inc. proposes to file with the Securities and Exchange Commission registering
1,500,000 common shares which may be offered and sold by Leisure Direct, Inc.
under the 2004 Employee/Consultant Stock Compensation Plan (the "Shares"), I am
of the opinion that all proper corporate proceedings have been taken so that
the Shares, upon issuance therefor in accordance with the Plan, will be
legally issued, fully paid, and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement referred to above.

                              Yours,


                              /s/Robert Brantl
                              ------------------
                              Robert Brantl

                    *       *       *       *       *




                                                           EXHIBIT 23.1


           CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent to the use in this Registration Statement on Form S-8 of our
report dated March 12, 2004 with respect to the financial statements of
Leisure Direct, Inc. and Subsidiaries for the years ended December 31,
2003 and 2002.


                               /s/ Rosenberg Rich Baker Berman & Company
                               -----------------------------------------
                               Rosenberg Rich Baker Berman & Company
                               Certified Public Accountants


Bridgewater, New Jersey
July 29, 2004
[{"type": "S-8", "sequence": "1", "filename": "lds8aug04.txt", "description": "LEISURE DIRECT S8", "secsgml_size_bytes": 29501}]
{"company-data": {"conformed-name": "LEISURE DIRECT INC", "cik": "0001131089", "assigned-sic": "1000", "irs-number": "980335555", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117891", "film-number": "04947532"}, "business-address": {"street1": "1070 COMMERCE DRIVE", "street2": "BLDG. II, STE. 303", "city": "PERRYSBURG", "state": "OH", "zip": "43551", "phone": "419-873-1111"}, "mail-address": {"street1": "1070 COMMERCE DRIVE", "street2": "BLDG. II, STE. 303", "city": "PERRYSBURG", "state": "OH", "zip": "43551"}}
As filed with the Securities and Exchange Commission on August 3, 2004

                                               Registration Number

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER
                           THE SECURITIES ACT OF 1933

                              Leisure Direct, Inc.
              --------------------------------------------------
              (Exact name of Registrant as specified in Charter)

            Nevada                                       98-033555
      -----------------------------------------------------------------
      (State of Incorporation)            (I.R.S. Employer I.D. Number)

      1070 Commerce Drive, Building II, Suite 303, Perrysburg, OH  43551
      ------------------------------------------------------------------
                   (Address of Principal Executive Offices)

                2004 Employee/Consultant Stock Compensation Plan
               ------------------------------------------------
                              (Full Title of Plan)

                                 John R Ayling
                              1070 Commerce Drive
                             Building II, Suite 303
                             Perrysburg, OH  43551
                                (419) 873-1111
             -------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

                                   Copy to:
                              ROBERT BRANTL, ESQ.
                               322 Fourth Street
                              Brooklyn, NY 11215
                                (718) 768-6045

                       CALCULATION OF REGISTRATION FEE

                                 Proposed       Proposed
                                 Maximum        Maximum
Title of          Amount         Offering       Aggregate       Amount of
Securities        to be          Price          Offering        Registration
to be Registered  Registered(1)  per Share (2)  Price (2)       Fee
-----------------------------------------------------------------------------

Common Stock,    1,500,000 shares   $.51        $765,000.00       $96.93
$0.001 par value

(1) This Registration Statement also covers an indeterminable number of
    additional shares that may be issued as a result of an adjustment in the
    shares in the event of a stock split, stock dividend or similar capital
    adjustment, as required by the Plan.

(2) The price stated is estimated solely for purposes of calculation of the
    registration fee and is the product resulting from multiplying
    1,500,000 shares by $0.51, the closing price of shares of the Common
    Stock on the 29th day of July, 2004.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION  STATEMENT

Item 3. Incorporation of Documents by Reference.

        Leisure Direct, Inc. is incorporating by reference the following
document previously filed with the Securities and Exchange Commission:

        (a)  Leisure Direct's Annual Report on Form 10-KSB for the year ended
December 31, 2003;

        (b)  Leisure Direct's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2004;

        (c)  Leisure Direct's Current Report on Form 8-K dated February 2, 2004;

        (d)  the description of Leisure Direct's Common Stock contained in its
Registration Statement on Form SB-2 (Reg. No. 333-53186).

        Leisure Direct, Inc. is also incorporating by reference all documents
hereafter filed by Leisure Direct pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold.

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Robert Brantl, Esq., counsel to Leisure Direct, has passed upon the
validity of the shares registered pursuant to this Registration Statement.  Mr.
Brantl holds no interest in the securities of Leisure Direct.

Item 6. Indemnification of Directors and Officers.

        Section 78.7502 of the General Corporation Law of the State of Nevada
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation, the corporation may not indemnify unless a court determines that
the person is fairly and reasonably entitled to the indemnification. Section
78.7502 further provides that indemnification shall be provided if the party in
question is successful on the merits.

        The Bylaws of Leisure Direct provide that the corporation shall
indemnify its directors and officers to the maximum extent provided by the
Nevada General Corporation Law.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

4.1     2004 Employee/Consultant Stock Compensation Plan

5       Opinion of Robert Brantl, Esq.

23.1    Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2    Consent of Robert Brantl, Esq. is contained in his opinion, filed
        as Exhibit 5.

Item 9. Undertakings.

        Leisure Direct hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

        (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;

        (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Leisure Direct pursuant to the provisions of the Nevada General Corporation Law
or otherwise, Leisure Direct has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Leisure Direct of expenses incurred or paid by a director, officer or
controlling person of Leisure Direct in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Leisure Direct will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                             REOFFER PROSPECTUS

                            LEISURE DIRECT, INC.

                      1,500,000 Shares of Common Stock

    The shares that are being offered include shares owned by persons who are
control persons with respect to Leisure Direct, Inc. by reason of their
positions in Leisure Direct's management or their ownership of Leisure Direct
stock.  They acquired the shares from Leisure Direct, either as the recipients
of grants of stock or by exercising stock options issued to them by Leisure
Direct.

    The selling shareholders intend to sell the shares into the public market
from time to time.  The shareholders will negotiate with the market makers for
Leisure Direct's common stock to determine the prices for each sale. They
expect each sale price to be near to the market price at the time of the sale.

    Leisure Direct's common stock is listed for trading on the Pink Sheets
under the trading symbol "LDTI."

    Purchase of Leisure Direct common stock involves risk.  Please
see "Risk Factors," which begins on page 2.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.

                             Leisure Direct, Inc.
                             1070 Commerce Drive
                            Building II, Suite 303
                            Perrysburg, OH  43551

               The date of this prospectus is August 3, 2004

                             TABLE OF CONTENTS

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . .-1-

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . .-4-

OTHER AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . .-5-

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .-5-

                                RISK FACTORS

    You should carefully consider the risks described below before buying our
common stock. If any of the risks described below actually occurs, that event
could cause the trading price of our common stock to decline, and you could
lose all or part of your investment.

    We may be unable to manage our growth successfully.  We plan to rapidly
expand the marketing of our products.  In order to do so successfully, we will
have to contract with and effectively manage our relationships with suppliers,
advertisers and other providers.  We will also have to hire and train skilled
management and technical personnel.  In addition, we will have to carefully
allocate our financial, management and operational resources.  If we are
unsuccessful in any of these areas, our business plan may fail.

    Leisure Direct has limited operating experience. Leisure Direct is a four
year old company. Because of its limited operating history, Leisure Direct has
little historical financial data on which to base its plans for future
operations.  In particular, 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 is likely to lose money.  If it
loses too much money, Leisure Direct will have to terminate operations.

     Poor economic conditions may interfere with our business plan.  The
swimming pool industry is strongly influenced by general economic conditions.
The industry tends to experience periods of decline during economic downturns.
In addition, because most of our customers finance their pool installations,
pool sales are particularly sensitive to interest rate fluctuations and the
availability of credit. For these economic reasons, the industry may experience
sustained periods of declining sales in the future.  Such a decline could have a
material adverse effect on Leisure Direct.

     Our financial results will be seasonal, and bad weather may adversely
affect our business.  Our business is highly seasonal. Historically,
approximately 80% of our net sales have been generated in the second and third
quarters of the year, which is the peak season for swimming pool installation
and use. For this reason, we expect to incur financial losses during the first
quarter of each year.  In addition, periods of cold weather or rainy weather
during our peak sales season could significantly reduce pool purchases and
disrupt installation schedules, reducing our sales and our operating profit.

     Widespread competition may hinder our growth.  Regional and local
manufacturers and installers provide the primary competition for Leisure Direct.
In addition, there are a small number of swimming pool companies that compete on
a national basis. Barriers to entry in the swimming pool installation industry
are relatively low. So any number of new competitors could emerge.  A concerted
effort by a competitor that is better capitalized than Leisure Direct could
prevent us from operating successfully in any given region.  If we were thwarted
by competition in a number of regions, our business plan could fail.

     We may be unsuccessful in developing a full catalog of product offerings.
Our business model depends upon our ability to offer customers a complete
selection of products in a wide variety of product categories.  At present our
product offerings are limited.  If we are unable to establish or maintain
relationships with suppliers that will enable us to offer a complete selection
of brand name products, we will be unable to compete effectively

     We will require additional personnel who are experienced in the pool and
spa industry in order to compete successfully.  Our Board of Directors and
executive officers have very little experience in the pool and spa industry.
The success of our business will depend, therefore, on our ability to hire and
retain employees who are experienced and knowledgeable about the pool and spa
industry.  If we are unable to attract and retain such employees, we will not be
able to implement our business plan.

     There is a limited trading market for our common stock.  A market for our
common stock developed only recently.  The stock is very thinly-traded, and
large swings in price are common.  If you attempt to sell our common stock, you
may find it difficult to obtain a price you consider satisfactory.

                            SELLING SHAREHOLDERS

     The table below contains information regarding the individuals who are
using this prospectus to offer common shares.

                                                                   Percentage
                               Shares                   Shares     of Class
                               Owned        Number      Owned      Held
Selling                        Before       of Shares   After      After
Shareholder     Position       Offering(1)  Offered     Offering   Offering
-------------------------------------------------------------------------------

                        OTHER AVAILABLE INFORMATION

     Leisure Direct, Inc. is incorporating into this prospectus by reference
the following documents previously filed with the Securities and Exchange
Commission:

     (a)  Leisure Direct's Annual Report on Form 10-KSB for the year ended
December 31, 2003;

     (b)  Leisure Direct's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2004;

     (c)  Leisure Direct's Current Report on Form 8-K dated February 2, 2004;

     (d)  the description of Leisure Direct's Common Stock contained in its
Registration Statement on Form SB-2 (Reg. No. 333-53186).

     Leisure Direct is also incorporating into this prospectus by reference all
documents hereafter filed by Leisure Direct pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, until the termination of
this offering.

     Upon written or oral request, Leisure Direct will provide to each person,
including any beneficial owner, to whom this prospectus is delivered a copy of
any and all information that has been incorporated into this prospectus by
reference.  We will provide the information at no cost to the person who
requests it. Any such request should be made to John R. Ayling, President,
Leisure Direct, Inc., 1070 Commerce Drive, Building II, Suite 303, telephone:
419-873-1111.

     Leisure Direct files with the Securities and Exchange Commission annual,
quarterly and current reports, proxy statements and other information, which may
assist you in understanding our company.   In addition, we have filed a
registration statement on Form S-8, including exhibits, with respect to the
shares to be sold in the offering.

     You may read and copy the registration statement or any reports, statements
or other information that we file at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the Commission at
1-800-SEC-0330 for further information on the operation of the Public Reference
Room. Our Commission filings, including the registration statement, are also
available to you on the Commission's Web site at http://WWW.SEC.GOV.

                               INDEMNIFICATION

     Section 78.7502 of the General Corporation Law of the State of Nevada
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and reasonably entitled to the indemnification. Section 78.7502
further provides that indemnification shall be provided if the party in question
is successful on the merits.

     The Bylaws of Leisure Direct provide that the corporation shall indemnify
its directors and officers to the maximum extent provided by the Nevada General
Corporation Law.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Leisure Direct pursuant to the provisions of the Nevada General Corporation Law
or otherwise, Leisure Direct has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Leisure Direct of expenses incurred or paid by a director, officer or
controlling person of Leisure Direct in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Leisure Direct will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                  SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, Leisure Direct,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Perrysburg and the State of Ohio on the 2nd day of
August, 2004.

                             LEISURE DIRECT, INC.

                             By:   /s/John R. Ayling
                             ---------------------------------
                                   John R. Ayling
                                   President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on August 2, 2004.

Name

s/ John R. Ayling
------------------------------------
Chief Executive Officer, Director

s/ Michael D. Slates
------------------------------------
Chief Financial Officer, Chief Accounting Officer, Director

                             INDEX TO EXHIBITS

4.1  2004 Employee/Consultant Stock Compensation Plan

5    Opinion of Robert Brantl, Esq.

23.1 Consent of Rosenberg Rich Baker Berman & Co., C.P.A., P.A.

23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
     Exhibit 5.

                      *       *       *       *       *

                                                             EXHIBIT 4.1

                       YEAR 2004 EMPLOYEE/CONSULTANT
                          STOCK COMPENSATION PLAN

I. PURPOSE OF THE PLAN.

The purpose of this Plan is to further the growth of Leisure Direct, Inc. and
its Subsidiaries (together being the "Company") by allowing the Company to
compensate Employee/Consultants and certain other persons who have provided bona
fide services to the Company, through the award of Common Stock of the Company.

II. DEFINITIONS.

Whenever used in this Plan, the following terms shall have the meanings set
forth in this Section:

1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to
purchase Common Stock made under this Plan.

2. "Board of Directors" means the Board of Directors of the Company.

3. "Code" means the Internal Revenue Code of 1986, as amended.

4. "Common Stock" means the Common Stock of the Company.

5. "Date of Grant" means the day the Board of Directors authorized the grant of
an Award or such later date as may be specified by the Board of Directors as the
date a particular Award will become effective

6. "Employee/Consultant" means any person or entity (i) who has rendered or will
render bona fide services to the Company, and (ii) who, in the opinion of the
Board of Directors, is in a position to make, or who have previously made, a
significant contribution to the success of the Company.

7. "Subsidiary" means any corporation that is a subsidiary with regard to as
that term is defined in Section 424(f) of the Code.

III. EFFECTIVE DATE OF THE PLAN.

The effective date of this Plan is July 26, 2004.

IV. ADMINISTRATION OF THE PLAN.

The Board of Directors will be responsible for the administration of this Plan,
and will grant Awards under this Plan. Subject to the express provisions of this
Plan and applicable law, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determinations of the Board of Directors on the matters referred
to in this Section shall be conclusive. The Board of Directors shall have sole
and absolute discretion to amend this Plan. No member of the Board of Directors
shall be liable for any act or omission in connection with the administration of
this Plan unless it resulted from the member's willful misconduct.

V. STOCK SUBJECT TO THE PLAN.

The maximum number of shares of Common Stock as to which Awards may be granted
under this Plan is 1,500,000 shares, which number represents 1,500,000 shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems advisable.

VI. PERSONS ELIGIBLE TO RECEIVE AWARDS.

Awards may be granted only to Employees/Consultants who provide bona fide
services to the Company, provided only to a Consultant not in connection with
market making or capital raising activities.

VII. GRANTS OF AWARDS.

Except as otherwise provided herein, the Board of Directors shall have complete
discretion to determine when and to which Employee/Consultant Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Employee/Consultant will relate, and the terms and conditions upon which an
Award may be issued (including, without limitation, the date of exercisability,
exercise price and term of any Award which constitutes an option or warrant to
purchase Common Stock).

VIII. DELIVERY OF STOCK CERTIFICATES.

As promptly as practicable after authorizing the grant of an Award, the Company
shall deliver to the person who is the recipient of the Award, a certificate or
certificates registered in that person's name, representing the number of shares
of Common Stock that were granted. If applicable, each certificate shall bear a
legend to indicate that the Common Stock represented by the certificate was
issued in a transaction which was not registered under the Act, and may only be
sold or transferred in a transaction that is registered under the Act or is
exempt from the registration requirements of the Act.

IX. RIGHT TO CONTINUED ENGAGEMENT.

Nothing in this Plan or in the grant of an Award shall confer upon any
Employee/Consultant the right to continued engagement by the Company nor shall
it interfere with or restrict in any way the rights of the Company to discharge
any Employee/Consultant or to terminate any consulting relationship at any time.

X. LAWS AND REGULATIONS.

1. The obligation of the Company to sell and deliver shares of Common Stock
on the grant of an Award under this Plan shall be subject to the condition
that counsel for the Company be satisfied that the sale and delivery thereof
will not violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in order to
provide officers and directors with certain exemptions from Section 16(b) of
the Securities Exchange Act of 1934, as amended.

XI. TERMINATION OF THE PLAN.

The Board of Directors may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date.

XII. DELIVERY OF PLAN.

A copy of this Plan shall be delivered to all participants, together with a
copy of the resolution or resolutions of the Board of Directors authorizing
the granting of the Award and establishing the terms, if any, of participation.

                      *       *       *       *       *

                                                               EXHIBIT 5

                              ROBERT BRANTL, ESQ.
                              322 Fourth Street
                              Brooklyn, NY 11215
                                 718-768-6045

July 29, 2004

Leisure Direct, Inc.
1070 Commerce Drive
Building II, Suite 303
Perrysburg, OH  43551

Gentlemen:

With reference to the Registration Statement on Form S-8 which Leisure Direct,
Inc. proposes to file with the Securities and Exchange Commission registering
1,500,000 common shares which may be offered and sold by Leisure Direct, Inc.
under the 2004 Employee/Consultant Stock Compensation Plan (the "Shares"), I am
of the opinion that all proper corporate proceedings have been taken so that
the Shares, upon issuance therefor in accordance with the Plan, will be
legally issued, fully paid, and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement referred to above.

                              Yours,

                              /s/Robert Brantl
                              ------------------
                              Robert Brantl

                    *       *       *       *       *

                                                           EXHIBIT 23.1

           CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We consent to the use in this Registration Statement on Form S-8 of our
report dated March 12, 2004 with respect to the financial statements of
Leisure Direct, Inc. and Subsidiaries for the years ended December 31,
2003 and 2002.

                               /s/ Rosenberg Rich Baker Berman & Company
                               -----------------------------------------
                               Rosenberg Rich Baker Berman & Company
                               Certified Public Accountants

Bridgewater, New Jersey
July 29, 2004