UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

                                  SCHEDULE 14C
                INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                              -------------------

Check the appropriate box:


    [ x ] Preliminary information statement


    [ ] Confidential, for Use of the Commission Only (as permitted by
        Rule 14a-6(e)(2))


    [] Definitive information statement

                              -------------------

                             HEALTH & LEISURE, INC.
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                              -------------------

Payment of filing fee (Check the appropriate box):

    [x] No fee required.

    [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

    (1) Title of each class of securities to which transaction applies:

         .......................................................................

    (2) Aggregate number of securities to which transaction applies:

         .......................................................................

    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

         .......................................................................

    (4) Proposed maximum aggregate value of transaction:

         .......................................................................

    (5) Total fee paid:

         .......................................................................

    [ ] Fee paid previously with preliminary materials.

    [ ] Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously. Identify the previous filing by registration statement
        number, or the form or schedule and the date of its filing.

    (1) Amount Previously Paid:

         .......................................................................

    (2) Form, Schedule or Registration Statement No.:

         .......................................................................

    (3) Filing Party:

         .......................................................................

    (4) Date Filed:

         .......................................................................

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                 INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
                                     OF THE
                       SECURITIES EXCHANGE ACT OF 1934 AND
                           REGULATION 14 C THEREUNDER


                               HEALTH & LEISURE, INC.
                               203 East Broad Street
                                Columbus, Ohio 43215



                  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
                        REQUESTED NOT TO SEND US A PROXY


To the shareholders of Health & Leisure, Inc.:

      This Information Statement is furnished by the Board of Directors of
Health & Leisure, Inc., a Delaware corporation (the "Company"), to all
holders of capital stock of the Company pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended, for the purpose of
informing the stockholders of the Company's proposed corporate actions 1)
a ten-for-one reverse stock split of its shares of common stock, 2) an
amendment to the Company's articles of incorporation increasing the
authorized number of shares of its Common Stock, par value $0.01 per
share, from 20,000,000 shares to 50,000,000 shares, 3) to change the
corporation's name from Health & Leisure, Inc. to Marketshare Recovery,
Inc. and 4)to change the Company's primary business address from 203 East
Broad Street Columbus, Ohio 43215 to 95 Broadhollow Road Melville New York,
11747.

     The Company's Board of Directors approved the proposed corporate
actions. Our Company thereafter received shareholder approval obtained
by written consent ("Shareholders Consents") in lieu of holding a meeting.
The Shareholders Consents represent approval by a majority of the
outstanding shares of common stock of the Company which is required under
Delaware law in order to effect the proposed actions. The proposed actions
will be effected on a date which is at least twenty (20) days after the
filing and mailing of this definitive Information Statement. This
Information Statement will also constitute the notice of Shareholder
Consent which the Company is required to provide you under The Delaware
General Corporation Law.

ONLY THE COMPANY'S  SHAREHOLDERS  OF RECORD AT THE CLOSE OF BUSINESS ON
JUNE 13, 2003 (THE  "RECORD  DATE")  WERE  ENTITLED  TO NOTICE  OF AND
TO  VOTE  ON THE PROPOSALS.  PRINCIPAL SHAREHOLDERS WHO COLLECTIVELY
HOLD IN EXCESS OF 50% OF THE COMPANY'S  17,325,427  ISSUED AND
OUTSTANDING  SHARES  ENTITLED  TO VOTE ON THE PROPOSALS HAVE VOTED
IN FAVOR OF THE PROPOSAL.  AS A RESULT,  THE PROPOSALS WERE APPROVED
WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER SHAREHOLDERS OF THE COMPANY.

     The cost of furnishing this Information Statement will be borne by our
Company. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the
beneficial owners of our common stock held of record by them.


     We anticipate that this Information Statement will be mailed on or about
August 3, 2003 to all shareholders of the Company as of June 13, 2003.



                                    BY ORDER OF THE BOARD OF DIRECTORS




                                    /s/ Ray Barton
                                    ---------------------
                                    Ray Barton
                                    President

Melville, New York

July 23, 2003













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                                TABLE OF CONTENTS
                                -----------------

                                                                       PAGE NO.
                                                                       --------

ABOUT THE INFORMATION STATEMENT...........................................   3

         WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?................   3

         WHO WAS ENTITLED TO VOTE?........................................   3

         WHAT WERE THE BOARD OF DIRECTORS' RECOMMENDATIONS?...............   3

         WHAT VOTE WAS REQUIRED TO APPROVE THE PROPOSALS..................   4

CONSENTING SHAREHOLDERS...................................................   4

STOCK OWNERSHIP...........................................................   5

         BENEFICIAL OWNERS................................................   5

         DIRECTORS AND EXECUTIVE OFFICERS.................................   5

AMENDMENT TO OUR CERTIFICATE OF INCORPORATION.............................   6

         EFFECT OF THE REVERSE-STOCK SPLIT................................   6

FORWARD LOOKING STATEMENTS................................................   7

ADDITIONAL INFORMATION....................................................   8





















                                       2



                               HEALTH & LEISURE, INC.
                               203 East Broad Street
                               Columbus, Ohio 43215



                              INFORMATION STATEMENT
                                 JULY 23, 2003


This Information  Statement  contains  information  related to certain corporate
actions of Health & Leisure, Inc., a Delaware corporation (the "Company").

                         ABOUT THE INFORMATION STATEMENT

WHAT IS THE PURPOSE OF THE INFORMATION STATEMENT?

A majority of the  Company's  shareholders,  entitled to vote,  has approved the
1)the ten-for-one reverse stock split of its shares of common stock, 2) the
amendment to the Company's articles of incorporation increasing the
authorized number of shares of its Common Stock, par value $0.01 per
share, from 20,000,000 shares to 50,000,000 shares, 3) to change the
corporation's name from Health & Leisure, Inc. to Marketshare Recovery,
Inc. and 4)to change the Company's primary business address from 203 East Broad
Street Columbus, Ohio 43215 to 95 Broadhollow Road Melville, New York,11747.

WHO WAS ENTITLED TO VOTE?

Each outstanding share of common stock as of the close of business on the record
date, June 13, 2003, 2003, was entitled to one vote on the matters to be voted
upon in regard to the ten-for-one reverse stock split of its shares of common
stock, the amendment to the Company's articles of incorporation increasing the
authorized number of shares, to change the corporation's name and to change the
Company's primary business address.  Shareholders owning 9,277,668 shares
representing approximately  53.4% of shares  entitled  to vote have voted in
favor of such proposals.


WHAT WAS THE BOARD OF DIRECTORS' RECOMMENDATIONS?

The  Board  of  Directors'   recommendation  is  set  forth  together  with  the
description of the Proposal in this information statement. In summary, the Board
recommends a vote:

    o  FOR  the  approval  of  an  amendment  to  the  Company's  Certificate of
       Incorporation to affect a ten-for-one reverse-stock split.


    o  FOR  the  approval  of  an  amendment  to  the Company's Certificate of
       Incorporation to  increase the Company's authorized common stock to
        fifty million shares.

    o  FOR  the  approval  of  an  amendment  to  the  Company's  Certificate of
       Incorporation to change the Company's name.

    o  FOR  the  approval  of  an  amendment  to  the  Company's  Certificate of
       Incorporation to change the Company's principal business address.















                                       3

WHAT VOTE WAS REQUIRED TO APPROVE EACH ITEM?

For the approval of the proposed corporate actions, the affirmative vote
of a majority of the shares of common stock  outstanding and entitled to vote on
the record date, or  8,662,714 shares, was required for approval.

                             CONSENTING SHAREHOLDERS

On  June 13,  2003,  our  board of  directors  unanimously  adopted  resolutions
declaring the advisability of, and recommended that the shareholders approve the
ten-for-one reverse stock split of its shares of common stock, the amendment to
the Company's articles of incorporation increasing the authorized number of
shares, to change the corporation's name and to change the Company's primary
business address.  In  connection  with the  adoption of these resolutions,
the board  elected to seek the written  consent of the holders of a majority of
our  outstanding  shares in order to reduce the costs and  implement the
proposals in a timely manner.

On June 13, 2003, the following  Consenting  Shareholders,  who collectively
own approximately  53.4% of our common  stock,  consented  in writing to the
proposed Amendment:


      Name                          Shares      Percentage
      ----                          ------      ----------
Robert Feldman                    7,527,668        43.4%
Arthur Aaronson                   1,250,000         7.2%
James S. Koroloff                   500,000         2.8%
                                 ----------       -----
Total                             9,277,668        53.4%
                                 ----------       -----

Under Delaware law, we are required to give all  shareholders  written notice of
any actions that are taken by written  consent  without a shareholders  meeting.
Under Section 14(c) of the Securities Exchange Act of 1934 (the "Exchange Act"),
the transactions cannot become effective until 20 days after the mailing date of
this Information Statement to our shareholders.

We are not seeking  written consent from any of our  shareholders  and our other
shareholders  will not be given  an  opportunity  to vote  with  respect  to the
transactions.  All necessary  corporate  approvals have been obtained,  and this
Information Statement is furnished solely for the purpose of:

   o   Advising shareholders of the action taken by written consent, as required
       by Delaware law; and

   o   Giving  shareholders  advance notice of the actions taken, as required by
       the Exchange Act

Shareholders  who were not afforded an  opportunity to consent or otherwise vote
with respect to the actions taken have no right under Delaware law to dissent or
require a vote of all our shareholders.

                                       4

                                 STOCK OWNERSHIP

BENEFICIAL OWNERS

The following table shows persons (other than directors and executive  officers)
who own  beneficially  more than five percent (5%) of the  Company's  issued and
outstanding common stock as of June 13, 2003, 2003.

                                     SHARES
                                 BENEFICIALLY         PERCENT
NAME AND ADDRESS                     OWNED           OF CLASS
--------------------------       ------------      -----------



---------------

DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the amount of common stock of the Company beneficially
owned by the Company's directors and executive officers and by all directors and
executive  officers as a group as of June 13, 2003 2003. Unless otherwise
indicated,beneficial  ownership is direct,  and the person  indicated  has sole
voting and investment  power.  As of June 13, 2003, 2003,  the  Company had
17,325,427 shares of common stock issued and outstanding.


                                                      SHARES
                                                  BENEFICIALLY         PERCENT
   NAME AND ADDRESS            POSITION               OWNED           OF CLASS
----------------------   ----------------------   ------------      -----------
Robert Feldman           President and Director(1)   7,527,668        43.4%

Arthur Aaronson          Director                    1,250,000         7.2%

James S. Koroloff        Director                      500,000         2.8%

Burton Shildhouse        Director

Donald S. Franklin       Director

Raymond Barton           President                       -0-             -0-

                                                   -------------      ------
All Officers and                                     9,277,668        53.4%
Directors as a Group(6)
-----------------------
(1)    Mr. Feldman  resigned  as  President  on  June 13, 2003 and  was
       replaced by Raymond Barton.




                                       5

                THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION

Our board of  directors  unanimously  adopted a  resolution  that  declared  the
advisability of and recommended  that the  shareholders  approve an amendment to
our   Certificate  of   Incorporation   that  will  implement  a

ten-for-one reverse stock split of its shares of common stock, an
amendment to the Company's articles of incorporation increasing the
authorized number of shares of its Common Stock, par value $0.01 per
share, from 20,000,000 shares to 50,000,000 shares, a change of the
corporation's name from Health & Leisure, Inc. to Marketshare Recovery,
Inc. and a change of the Company's primary business address from 203 East Broad
Street Columbus, Ohio 43215 to 95 Broadhollow Road Melville, New York,11747.

The proposed changes will hopefully serve to increase the trading  price of
our common stock, facilitate capital raising activities and better reflect
managements operational goals.  The  Amendments  were approved by the written
consent of the holders of a majority of our  outstanding  common stock on
June 13, 2003, 2003.  The proposed corporate actoins will be  implemented  by
filing the  Amendments in the office of the Secretary of State of the State
of Delaware.

The  Amendments  will be  filed on  July 27,  2003,  or as soon  thereafter
as practicable,  and will become effective when filed.  When the Amendments
becomes effective,  it will  implement a  one-for-ten  reverse split of our
issued and outstanding  common stock our authorized  common stock will be
increased to fifty million shares, our name will change as will our primary
business address.  The operative text of the Amendments are as follows:



                                      "FIRST

     Upon the effectiveness of the amendment contained in this Certificate of
Amendment (the "Effective Date"), the Corporation formerly named Health &
Leisure, Inc. shall hereinafter be called Marketshare Recovery, Inc."


                                      "SECOND

     Upon the effectiveness of the amendment contained in this Certificate of
Amendment (the "Effective Date"),the previous primary business address of the
Corporation 203 East Broad Street Columbus, Ohio 43215, shall hereinafter be
95 Broadhollow Road Melville, New York 11747.



                                     "THIRD

     Upon the effectiveness of the amendment contained in this Certificate of
Amendment (the "Effective Date"), the previously authorized 20,000,000 (twenty
million) shares ofcommon stock par value $0.01 shall be increased to 50,000,000
(fifty million) shares of common stock par value $0.10."


                                     "FOURTH

         (b)  Upon  the  effectiveness  of  the  amendment   contained  in  this
Certificate of Amendment (the "Effective Date"), each ten (10) shares of common
stock, par value $.01 per share, of the Company's issued and outstanding Common
stock at the close of business on the Effective Date shall be converted into one
share of fully  paid and  nonassessable  Common  stock.

         (c) In  lieu  of the  issuance  of any  fractional  shares  that  would
otherwise  result  from  paragraph  (b)above,  the  Company  shall  issue to any
shareholder that would otherwise receive  fractional shares one whole share, the
additional  shares  thereby issued being taken from  authorized but  theretofore
unissued shares of Common stock.

         (d)  Following  the  effectiveness  of  this  amendment,   certificates
representing  the shares of Common stock to be  outstanding  after the Effective
Date may be exchanged for  certificates  now outstanding  pursuant to procedures
adopted by the Company's board of directors and communicated to those who are to
receive new certificates."


EFFECT OF THE REVERSE SPLIT

Any new shares  issued in  connection  with the reverse split will be fully paid
and  non-assessable.  The number of  shareholders  will  remain  unchanged.  The
reverse split will decrease the number of outstanding common shares but will not
affect any shareholder's proportionate interest in our Company, except for minor
differences  resulting from the rounding up of fractional  shares. The par value
of our common stock will be adjusted to reflect the stock split.   Therefore,
the reverse split will not affect our total shareholders'  equity. All share and
per share information will be retroactively adjusted to reflect the reverse
split for all periods presented in our future financial reports and regulatory
filings.





                                       6

While it is expected  that the  reverse  split will result in an increase in the
market  price of our common  stock,  there can be no  assurance  that our common
stock will trade at a multiple  of ten times our  current  price,  or that any
such increase will be sustained. If the market price of our stock declines after
the  implementation of the reverse split, the percentage  decline as an absolute
number and as a percentage of our overall market  capitalization  may be greater
than would be the case in the absence of a reverse split.

The  possibility  exists  that the  reduced  number of  outstanding  shares will
adversely  affect the market for our common stock by reducing the relative level
of  liquidity.  In addition,  the reverse  split will increase the number of the
shareholders who own odd lots, or less than 100 shares. Shareholders who own odd
lots typically  find it difficult to sell their shares and  frequently  find odd
lot  sales  more  expensive  than  round  lot  sales  of  100  shares  or  more.
Consequently,  there can be no  assurance  that the  reverse  stock  split  will
achieve the desired results outlined above.

After  the  reverse  split,   the  Company  will  have  issued  and  outstanding
approximately  1,732,543  shares  of its  common  stock,  and we will  have  the
corporate authority to issue  approximately  48,267,457 shares of authorized but
unissued common stock and 3,425,000 shares of preferred stock issued and
outstanding and 6,575,000 shares of unissued preferred stock.  These authorized
and unissued shares may be issued without  shareholder  approval at any time, in
the sole  discretion  of our board of  directors.  The  authorized  and unissued
shares may be issued for cash, to acquire property or for any other purpose that
is deemed in the best interests of our Company. Any decision to issue additional
shares  will  reduce the  percentage  of our  shareholders'  equity  held by our
current shareholders and could dilute our net tangible book value.

We will not become a private  Company as a result of the reverse split,  and our
common stock will continue to be quoted on the OTC: Bulletin Board.




                           FORWARD LOOKING STATEMENTS

This  Information  Statement and other reports that we file with the SEC contain
forward-looking  statements about our business  containing the words "believes,"
"anticipates,"  "expects"  and words of similar  import.  These  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results or performance to be materially  different from the
results  or  performance   anticipated   or  implied  by  such   forward-looking
statements.  Given these uncertainties,  shareholders are cautioned not to place
undue  reliance  on  forward-looking  statements.  Except  as  specified  in SEC
regulations,  we have no duty to publicly  release  information that updates the
forward-looking   statements  contained  in  this  Information   Statement.   An
investment in our Company involves numerous risks and  uncertainties,  including
those described elsewhere in this Information  Statement.  Additional risks will
be disclosed from time-to-time in our future SEC filings.











                                       7

                             ADDITIONAL INFORMATION

This  Information  Statement  should be read in conjunction with certain reports
that we  previously  filed with the  Securities  and  Exchange  Commission  (the
"SEC"), including our:

o   Annual Report for the year ended December 31, 2002 (the "Form 10-KSB");

o   Quarterly Report for the period ended March 30, 2003 (the "Form 10-QSB")

Copies of these reports are not included in this  Information  Statement but may
be obtained from the SEC's web site at "www.sec.gov." We will mail copies of our
prior SEC reports to any shareholder upon written request.


                       BY ORDER OF THE BOARD OF DIRECTORS





                                    /s/ Ray Barton
                                    ---------------------
                                    Ray Barton
                                    President



Melville New York
July 23, 2003




























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