UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                           _____________________

                                 FORM 8-K
                           _____________________


            CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NO.: 0-50584



                       Date of Report: January 5, 2006



                            LEISURE DIRECT, INC.
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)


             Nevada                                 98-0335555
   ---------------------------------------------------------------------
   (State of other jurisdiction of                 (IRS Employer
    incorporation or organization                   Identification No.)


   1070 Commerce Drive, Building II, Suite 303, Perrysburg, OH   43551
   ---------------------------------------------------------------------
   (Address of principal executive offices)                    (Zip Code)


                              (419) 873-1111
            ---------------------------------------------------
            (Registrant's telephone number including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))





<PAGE>

Item 1.01  Entry into Material Definitive Agreement
Item 3.02  Unregistered Sale of Equity Securities
Item 5.03  Amendments to Articles of Incorporation

     On January 5, 2006, Leisure Direct filed with the Secretary of State of
the State of Nevada a Certificate of Designation establishing a new series of
preferred stock pursuant to the authority granted to the Board of Directors
by the Certificate of Incorporation of the corporation.  The Certificate of
Designation sets forth the voting powers, designation, preferences,
limitations restrictions and relative rights of the series, which is
designated Series A Convertible Preferred Stock ($.001 par value). The
Certificate of Designation provides that the number of shares constituting
such series is 974,156.  The rights of the holders of the Series A Preferred
Stock and the general effect of such rights on the rights of the holders of
Common Stock are as follows:

  *  If the corporation declares a dividend payable to holders of any class of
     stock, the holders of Series A Preferred Stock are entitled to receive a
     dividend equal to the amount to which they would be entitled if they had
     converted their shares of Series A Preferred Stock into Common Stock on
     the record date of the dividend. Upon liquidation, the holders of Series A
     Preferred Stock are entitled to receive in cash from the assets of the
     corporation, before any amount is paid to the holders of Common Stock, the
     sum of one cent ($0.01) per share; and thereafter the holders of Series A
     Preferred Stock are entitled to receive that amount to which they would be
     entitled if they had converted their shares of Series A Preferred Stock
     into Common Stock on the record date of the distribution.  The dividend
     preference granted to the holders of Series A Preferred Stock reduces the
     amount that would otherwise be payable to the Common Stockholders.

  *  The holder of a share of Series A Preferred Stock is entitled to 100 votes
     per Series A share (or the number of votes equal to the number of shares
     of Common Stock into which the holder's shares of Series A Preferred Stock
     are convertible, multiplied by the Adjustment Number, whichever is higher).
     Following the exchange of shares pursuant to the Exchange Agreement, there
     will be 974,156 shares of Series A Preferred Stock outstanding, and the
     holders of such shares will be entitled to 97,415,600 votes, which is equal
     to 94% of the voting power of all shares of the corporation.  The voting
     power of the Common Stock is substantially reduced by the voting power of
     the Series A Preferred Stock.

  *  The Articles of Incorporation of the corporation may not be amended in any
     manner which would materially alter the powers, preferences and rights of
     the Series A Preferred Stockholders without the affirmative vote of 75% of
     the Series A Stockholders.

  *  The holders of Series A Preferred Stock are entitled to convert such
     shares into shares of Common Stock of the corporation at any time.  The
     preferred shareholder is entitled to receive that number of shares of
     Common Stock equal to the number of Series A Preferred shares being
     converted times the "Adjustment Number."  The stated Adjustment Number for
     purposes of the conversion ratio is ten (10), but that number is subject
     to adjustment if the corporation pays a dividend in shares of Common
     Stock.  The percentage ownership of the common stockholders will be
     diluted upon the conversion of shares of Series A Preferred Stock.

  *  Upon a consolidation, merger or any other transaction in which shares of
     Common Stock are exchanged for or changed into other stock, securities,
     cash or other property, the shares of Series A Preferred Stock shall be
     similarly exchanged or changed in an amount per share equal to the
     Adjustment Number times the aggregate amount of stock or other property
     into which or for which each share of Common Stock is exchanged or
     changed.

<PAGE>

  *  If the Common Stock of the corporation is changed by recapitalization,
     combination, consolidation, reclassification or otherwise into the same or
     a different number of shares of any class of stock of the corporation, the
     holders of Series A Preferred Stock shall have the option (but not the
     obligation) to convert such Preferred Stock into the maximum number of the
     kind and amount of stock or other securities or property receivable upon
     such recapitalization or other change by the holders of Common Stock to
     which such holders of Preferred Stock would have been entitled if they had
     converted their shares of Preferred Stock into Common Stock immediately
     prior to the recapitalization or other change.  If the holder of Series A
     Preferred Stock does not opt to convert such shares, then upon conversion
     such holder shall receive the same number of shares of Common Stock which
     such holder would have received if the recapitalization or other change
     had not occurred.  Accordingly, if there is a change such as a reverse
     stock split resulting in a decrease in the number of shares of Common
     Stock, the holders of Series A Preferred Stock are entitled to receive
     upon conversion the number of common shares to which they would have been
     entitled prior to the decrease in the number of common shares, resulting
     in greater dilution of the common stockholders than would have resulted
     without the reverse stock split.

     On December 28, 2005, Leisure Direct entered into an Exchange Agreement
with Capital First Corporation, LLC providing for the exchange of 9,741,563
shares of common stock ($.001 par value) of Leisure Direct owned by Capital
First Corporation for 974,156 shares of Series A Preferred Stock ($.001 par
value) of Leisure Direct.  John Ayling, the CEO of Leisure Direct, is the
sole stockholder of Capital First Corporation, LLC.

     Prior to the exchange of shares, Mr. Ayling, individually and as
President and sole stockholder of Capital First Corporation, LLC and Olympic
Pools, Inc., controlled 72.8% of the outstanding common shares of Leisure
Direct.  After the exchange of shares, Mr. Ayling, individually and through
his ownership of Capital First Corporation, LLC and Olympic Pools, will own
27.5% of the outstanding common shares of Leisure Direct and 100% of the
outstanding Series A Preferred shares.  Combining the voting power of the
Series A Preferred Stock with common stock controlled by Mr. Ayling, Mr.
Ayling will control 95.9% of the corporation's voting power.

Item 9.01  Financial Statements and Exhibits

Exhibits

 3-a   Certificate of Designation of Series A Convertible Preferred Stock
10-a   Exchange Agreement

<PAGE>


                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   Leisure Direct, Inc.


Dated:  January 5, 2006            By: /s/ John Ayling
                                   ----------------------
                                   John Ayling, President
[{"type": "8-K", "sequence": "1", "filename": "ld8kjan06stock.txt", "description": "LEISURE DIRECT 8-K STOCK", "secsgml_size_bytes": 9301}]
{"company-data": {"conformed-name": "LEISURE DIRECT INC", "cik": "0001131089", "assigned-sic": "3949", "irs-number": "980335555", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50584", "film-number": "06519012"}, "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"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                           _____________________

                                 FORM 8-K
                           _____________________

            CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NO.: 0-50584

                       Date of Report: January 5, 2006

                            LEISURE DIRECT, INC.
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)

             Nevada                                 98-0335555
   ---------------------------------------------------------------------
   (State of other jurisdiction of                 (IRS Employer
    incorporation or organization                   Identification No.)

   1070 Commerce Drive, Building II, Suite 303, Perrysburg, OH   43551
   ---------------------------------------------------------------------
   (Address of principal executive offices)                    (Zip Code)

                              (419) 873-1111
            ---------------------------------------------------
            (Registrant's telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
     the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01  Entry into Material Definitive Agreement
Item 3.02  Unregistered Sale of Equity Securities
Item 5.03  Amendments to Articles of Incorporation

     On January 5, 2006, Leisure Direct filed with the Secretary of State of
the State of Nevada a Certificate of Designation establishing a new series of
preferred stock pursuant to the authority granted to the Board of Directors
by the Certificate of Incorporation of the corporation.  The Certificate of
Designation sets forth the voting powers, designation, preferences,
limitations restrictions and relative rights of the series, which is
designated Series A Convertible Preferred Stock ($.001 par value). The
Certificate of Designation provides that the number of shares constituting
such series is 974,156.  The rights of the holders of the Series A Preferred
Stock and the general effect of such rights on the rights of the holders of
Common Stock are as follows:

  *  If the corporation declares a dividend payable to holders of any class of
     stock, the holders of Series A Preferred Stock are entitled to receive a
     dividend equal to the amount to which they would be entitled if they had
     converted their shares of Series A Preferred Stock into Common Stock on
     the record date of the dividend. Upon liquidation, the holders of Series A
     Preferred Stock are entitled to receive in cash from the assets of the
     corporation, before any amount is paid to the holders of Common Stock, the
     sum of one cent ($0.01) per share; and thereafter the holders of Series A
     Preferred Stock are entitled to receive that amount to which they would be
     entitled if they had converted their shares of Series A Preferred Stock
     into Common Stock on the record date of the distribution.  The dividend
     preference granted to the holders of Series A Preferred Stock reduces the
     amount that would otherwise be payable to the Common Stockholders.

  *  The holder of a share of Series A Preferred Stock is entitled to 100 votes
     per Series A share (or the number of votes equal to the number of shares
     of Common Stock into which the holder's shares of Series A Preferred Stock
     are convertible, multiplied by the Adjustment Number, whichever is higher).
     Following the exchange of shares pursuant to the Exchange Agreement, there
     will be 974,156 shares of Series A Preferred Stock outstanding, and the
     holders of such shares will be entitled to 97,415,600 votes, which is equal
     to 94% of the voting power of all shares of the corporation.  The voting
     power of the Common Stock is substantially reduced by the voting power of
     the Series A Preferred Stock.

  *  The Articles of Incorporation of the corporation may not be amended in any
     manner which would materially alter the powers, preferences and rights of
     the Series A Preferred Stockholders without the affirmative vote of 75% of
     the Series A Stockholders.

  *  The holders of Series A Preferred Stock are entitled to convert such
     shares into shares of Common Stock of the corporation at any time.  The
     preferred shareholder is entitled to receive that number of shares of
     Common Stock equal to the number of Series A Preferred shares being
     converted times the "Adjustment Number."  The stated Adjustment Number for
     purposes of the conversion ratio is ten (10), but that number is subject
     to adjustment if the corporation pays a dividend in shares of Common
     Stock.  The percentage ownership of the common stockholders will be
     diluted upon the conversion of shares of Series A Preferred Stock.

  *  Upon a consolidation, merger or any other transaction in which shares of
     Common Stock are exchanged for or changed into other stock, securities,
     cash or other property, the shares of Series A Preferred Stock shall be
     similarly exchanged or changed in an amount per share equal to the
     Adjustment Number times the aggregate amount of stock or other property
     into which or for which each share of Common Stock is exchanged or
     changed.
*  If the Common Stock of the corporation is changed by recapitalization,
     combination, consolidation, reclassification or otherwise into the same or
     a different number of shares of any class of stock of the corporation, the
     holders of Series A Preferred Stock shall have the option (but not the
     obligation) to convert such Preferred Stock into the maximum number of the
     kind and amount of stock or other securities or property receivable upon
     such recapitalization or other change by the holders of Common Stock to
     which such holders of Preferred Stock would have been entitled if they had
     converted their shares of Preferred Stock into Common Stock immediately
     prior to the recapitalization or other change.  If the holder of Series A
     Preferred Stock does not opt to convert such shares, then upon conversion
     such holder shall receive the same number of shares of Common Stock which
     such holder would have received if the recapitalization or other change
     had not occurred.  Accordingly, if there is a change such as a reverse
     stock split resulting in a decrease in the number of shares of Common
     Stock, the holders of Series A Preferred Stock are entitled to receive
     upon conversion the number of common shares to which they would have been
     entitled prior to the decrease in the number of common shares, resulting
     in greater dilution of the common stockholders than would have resulted
     without the reverse stock split.

     On December 28, 2005, Leisure Direct entered into an Exchange Agreement
with Capital First Corporation, LLC providing for the exchange of 9,741,563
shares of common stock ($.001 par value) of Leisure Direct owned by Capital
First Corporation for 974,156 shares of Series A Preferred Stock ($.001 par
value) of Leisure Direct.  John Ayling, the CEO of Leisure Direct, is the
sole stockholder of Capital First Corporation, LLC.

     Prior to the exchange of shares, Mr. Ayling, individually and as
President and sole stockholder of Capital First Corporation, LLC and Olympic
Pools, Inc., controlled 72.8% of the outstanding common shares of Leisure
Direct.  After the exchange of shares, Mr. Ayling, individually and through
his ownership of Capital First Corporation, LLC and Olympic Pools, will own
27.5% of the outstanding common shares of Leisure Direct and 100% of the
outstanding Series A Preferred shares.  Combining the voting power of the
Series A Preferred Stock with common stock controlled by Mr. Ayling, Mr.
Ayling will control 95.9% of the corporation's voting power.

Item 9.01  Financial Statements and Exhibits

Exhibits

 3-a   Certificate of Designation of Series A Convertible Preferred Stock
10-a   Exchange Agreement
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   Leisure Direct, Inc.

Dated:  January 5, 2006            By: /s/ John Ayling
                                   ----------------------
                                   John Ayling, President