AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 2003
REGISTRATION NO.: 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MARKETSHARE RECOVERY,INC.
(Exact name of issuer as specified in its charter)
Delaware 31-1190725
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
95 Broadhollow Rd. Suite 101 Melville, NY 11747
(Address of Principal Executive Offices) (Zip Code)
MARKETSHARE RECOVERY STOCK PLAN
EMPLOYEE STOCK OPTION AGREEMENT
(Full title of the Plans)
Ray Barton, President
MarketShare Recovery.Inc.
95 Broadhollow Rd. Suite 101
Melville, New York 11747
(Name and address of agent for service)
(631) 385-0007
(Telephone number, including area code,
of agent for service)
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Copies to:
Adam J. Laufer Esq.
650 West Avenue Suite 1509
Miami Beach, Florida 33139
(305) 913-7733
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE VALUE FEE
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Common Stock 1,750,000 $ 2.35 (1) $4,112,500 $333.11
par value $.10
TOTAL.......................................................................$333.11
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(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457,AND COMPUTED IN ACCORDANCE WITH THE AVERAGE OF
LAST SALE PRICES OF THE COMMON STOCK FOR THE FIVE (5) TRADING DAYS
PRIOR TO AND INCLUDING SEPTEMBER 17, 2003, AS REPORTED BY OTCBB.
EXPLANATORY NOTE
This registration statement covers 1,750,000 shares of common stock,
$0.1 par value per share, of MarketShare Recovery, Inc., formerly Health &
Leisure, Inc., issuable under consulting agreements. The Company has recently
effected a 1 for 10 reverse stock split and authorized for issuance additional
shares of the Registrant's common stock; which triggered the conversion of any
outstanding preferred stock to common stock. There are currently 37,519,543
shares of common stock outstanding.
PART I
ITEM 1. PLAN INFORMATION
The documents containing the information specified in Part I of Form S-8
have been or will be sent or given to participating employees as specified in
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"),
in accordance with the rules and regulations of the United States Securities and
Exchange Commission (the "Commission"). Such documents are not being filed with
the Commission either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
The Company is registering certain shares of its common stock for
persons who performed consulting and legal services for the benefit of
the Company. The information set forth herein together with the
documents annexed hereto and made part hereof and incorporated herein by
reference relates to the shares of common stock of Marketshare Recovery, Inc.
(the "Company") to be issued to the consultants under the Fee and Letter
Agreements, respectively. The Board has equated the value of the stock issued
under the Fee and Consulting Agreements to the value of the legal or consulting
services provided when rendered. These shares are not being issued in connection
with any offer of sale of securities in a capital-raising transaction and the
consultants receiving said shares do not directly or indirectly promote or
maintain a market for the securities of the Company.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The participant will be provided with a statement advising him
that, upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement and any other
documents required to be delivered pursuant to Rule 428(b) are available
without charge by contacting Marketshare Recovery, Inc., 95 Broadhollow Rd.
Suite 101, Melville, NY 11747, Attention: Corporate Secretary, telephone
(631) 385-0007.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
A. Annual Report on Form 10-KSB for the year ended December 31, 2002;
filed on April 2, 2003.
B. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, including but not limited to,
subsequently filed amendments to the above listed documents and subsequently
filed forms 10-KSB, 10-QSB, and 8-K, prior to the termination of the offering of
the securities offered hereby shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or deemed to be
incorporated by reference herein modified or supersedes such statement. All
information appearing in this Registration Statement is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in documents incorporated herein by reference, except to the extent
set forth in the immediately preceding statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The attorney rendering the legal opinion herein as to the validity of the
shares being issued pursuant to this registration statement, is to receive
shares of registrant's outstanding common stock under the Employee Stock Option
Agreement. These shares are being issued for services rendered; not in
connection with the preparation of this registration statement or the opinion
included herein.
We have not been able to obtain, after reasonable efforts, the written
consent of HJ & Associates, LLC., Certified Public Accountants, to our
incorporation by reference in this registration statement with respect to
the financial statements included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2002, as required by Section 7 of
the Securities Act of 1933, as amended (the "Act"). In the event we are
able to obtain HJ & Associates consent, said consent will be filed as an
amendment hereto. In the Event we are unable to obtain the consent you will
not be able to bring a civil action against HJ & Associates, LLC. pursuant
to Section 11(a)(4) ofthe Act and therefore your right of recovery under
that section may be limited as a result of the lack of consent.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company is permitted by Delaware law to indemnify any present or
former director, officer,employee or agent against all expenses and liabilities
reasonably incurred by him in connection with any legal action in which such
person is involved by reason of his position with the Company unless he is
adjudged liable for negligence or misconduct in the performance of his duties
as a director, officer, employee or agent.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following are filed as exhibits to this Registration Statement:
EXHIBIT NO. DESCRIPTION
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5 Opinion of Adam J. Laufer, Esq.
10.1 MarketShare Recovery Stock Option Plan
10.2 Fee Agreement with Adam J. Laufer
10.3 Letter Agreement with Stuart Siller
10.4 Letter Agreement with Epifanio Almodovar
23.1 Consent of Adam J. Laufer, Esq. (included in Exhibit 5)
23.2 Consent of Marcum & Kliegman, LLP
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ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10 (a)(3) of
the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
iii. To include any additional or changed material information
with respect to the plan of distribution.
(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 that remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13 (a) or 15 (d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15 (d) of the Exchange Act) that is incorporated by
reference in the registration 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant 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 the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
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, the registrant 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, as amended, the
Registrant 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 thereto
duly authorized, in the City of Melville, State of New York this 17th day of
September, 2003.
SIGNATURE TITLE DATE
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/s/ Ray Barton President and Chief Executive September 17, 2003
----------------------- Officer (Principal Executive
Ray Barton Officer)
/s/ Tim Schmidt Secretary and Chief Financial September 17, 2003
----------------------- Officer
Tim Schmidt