SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): August 11, 2003
HEALTH & LEISURE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-15807 31-1190725
(Commission File Number) (IRS Employer Identification Number)
95 BROAD HOLLOW ROAD
SUITE 101
MELVILLE, NY 11747
(Address of principal executive offices)
(631) 385-0007
(Registrant's telephone number, including area code)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTH & LEISURE, INC.
----------------------
(Registrant)
By:
/s/ Timothy Schmidt
-------------------
Timothy Schmidt
Secretary
Dated: August 19, 2003
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective August 11, 2003, the Board of Directors of Health & Leisure, Inc. (the
"Company") dismissed HJ & Associates, LLC ("HJ") as the Company's independent
accountants for the year ending December 31, 2003.
Except as described in the following sentence, the reports of HJ on the
financial statements of the Company for either of the past two fiscal years did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. The reports
of HJ on the financial statements of the Company for the years ended December
31, 2002 and 2001 were modified to express substantial doubt regarding the
Company's ability to continue as a going concern.
In addition, during the Company's two most recent fiscal years and through
August 11, 2003, there was no disagreement with HJ on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of HJ, would
have caused HJ to make reference to the subject of that disagreement in its
reports on the Company's financial statements for those fiscal periods.
The Company requested that HJ furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
statements in this Item 4. A copy of any response received by the Company to
that request will be promptly filed as an amendment to this Form 8-K.
On August 12, 2003, Marcum & Kliegman LLP ("MKLLP") was engaged as the Company's
new independent accountants. During the two most recent fiscal years and the
interim period preceding the engagement of MKLLP, the Company has not consulted
with MKLLP regarding either: (1) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, and either
a written report or oral advice was provided to the Company by MKLLP that MKLLP
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing, or financial reporting issue; or (ii)
any matter that was either the subject of a "disagreement" or a reportable
event, as those terms are used in Item 304(a)(1)(iv) of Regulation S-B and the
related instructions to Item 304 of Regulation S-B.