SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 12b-25


                         Commission File Number 0-15807
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                           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 March 31, 2004
                [ ] 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:

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                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant    MarketShare Recovery, Inc.
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Former name if applicable  Health & Leisure, Inc.
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Address of principal executive office (Street and number) 95 Broadhollow Rd.

Suite #101

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City, state and zip code Melville, New York 11747
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                                     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 March 31, 2004  on
or prior  to  May  14,  2004  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
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                       (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: May 14, 2004                               By: /s/ Ray Barton
                                                   ----------------------------
                                                   Ray Barton, President


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                                    ATTENTION
        Intentional misstatements or omissions of fact constitute Federal
                   criminal violations (see 18 U.S.C. 1001).
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