SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 0-15807 ----------- NOTIFICATION OF LATE FILING (Check One): [ ]Form 10-K or 10-KSB [ ]Form 11-K [ ]Form 20-F [X]Form 10-QSB [ ]Form N-SAR For Period Ended September 30, 2003 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended _______________________________ Read attached instruction sheet before preparing form. Please print or type. Nothing in this form shall be construed to imply that the commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: -------------------------------------------------------------------------------- PART I REGISTRANT INFORMATION Full name of registrant MarketShare Recovery, Inc. -------------------------------------------------------------------------------- Former name if applicable Health & Leisure, Inc. -------------------------------------------------------------------------------- Address of principal executive office (Street and number) 95 Broadhollow Rd. Suite #101 -------------------------------------------------------------------------------- City, state and zip code Melville, New York 11747 -------------------------------------------------------------------------------- PART II RULE 12b-25 (b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 10-F, 11-K or Form N-SAR or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) MarketShare Recovery, Inc. (the "Company") is not able to file its Quarterly Report on Form 10-QSB for the quarter ended Septemeber 30, 2003 on or prior to November 14, 2003 without unreasonable effort or expense because of certain administrative delays, thus delaying the filing. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Ray Barton (631) 385-0007 --------------------------------------------------------------- (Name) (Area code) (Telephone Number) (2) Have all other periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify the report. Yes [X] No [ ] (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes [ ] No [X] If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. MarketShare Recovery, Inc. ----------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 14, 2003 By: /s/ Ray Barton ---------------------------- Ray Barton, President -------------------------------------------------------------------------------- ATTENTION Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). --------------------------------------------------------------------------------