SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2003
MARKETSHARE RECOVERY, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-15807 31-1190725
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
95 Broadhollow Road, suite 101 Melville New York 11747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 385-0007
Health & Leisure, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Business Acquired:
The attached financial statements of MarketShare Recovery, Inc., a New
York corporation and a wholly owned subsidiary of the registrant,
MarketShare Recovery, Inc., a Delaware corporation and formerly known
as Health & Leisure, Inc. are filed as an amendment to Form 8-K
originally filed on July 18, 2003 pursuant to Item 7(a) (4).
(b) Pro forma financial information - not applicable because historical
financial statements of MarketShare Recovery, Inc., a New York
corporation became historical financial statements of the registrant,
MarketShare Recovery, Inc., a Delaware corporation and formerly known
as Health & Leisure, Inc.
(c) Exhibits
*99.1 Acquisition Agreement and Plan of Merger by and among Venture
Sum, Inc. a then wholly owned subsidiary of Health & Leisure,
Inc. and MarketShare Recovery, Inc., a New York corporation
dated June 13, 2003.
*99.2 Form of Promissory Note dated June 13, 2003.
*99.3 Limited Lock-Up and Pledge Letter Agreement.
*99.4 Preferred Stock Designation.
99.5 Audited financial statements for the years ended December 31,
2002 and 2001 and the unaudited interim financial statements for
the three months ended March 31, 2003 and 2002 of MarketShare
Recovery, Inc., a New York corporation and a wholly owned
subsidiary of the registrant, MarketShare Recovery, Inc., a
Delaware corporation and formerly known as Health & Leisure,
Inc.(included herein as Exhibit 99.5).
* As previously filed on the Company's 8-K report filed on July 18, 2003.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MARKETSHARE RECOVERY, INC.
Date: September 15, 2003 By: /s/ Raymond Barton
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Raymond Barton
President and Chief Executive Officer
EXHIBIT INDEX
*99.1 Acquisition Agreement and Plan of Merger by and among Venture
Sum, Inc. a then wholly owned subsidiary of Health & Leisure,
Inc. and MarketShare Recovery, Inc., a New York corporation
dated June 13, 2003.
*99.2 Form of Promissory Note dated June 13, 2003.
*99.3 Limited Lock-Up and Pledge Letter Agreement.
*99.4 Preferred Stock Designation.
99.5 Audited financial statements for the years ended December 31,
2002 and 2001 and the unaudited interim financial statements for
the three months ended March 31, 2003 and 2002 of MarketShare
Recovery, Inc., a New York corporation and a wholly owned
subsidiary of the registrant, MarketShare Recovery, Inc., a
Delaware corporation and formerly known as Health & Leisure,
Inc. (included herein as Exhibit 99.5).
* As previously filed on the Company's 8-K report filed on July 18, 2003.