UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
MARKETSHARE RECOVERY, INC.
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(Name of Issuer)
Common Stock Par Value $0.10
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(Title of Class of Securities)
570913 103
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(CUSIP Number)
Adam J Laufer Esq.
650 West Avenue, Suite 1509
Miami Beach, Florida 33139
305-913-7733
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 13, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of sec.
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See sec. 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 570913 103
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1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Ray Barton
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
( ) (a) ( ) (b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
( )
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6. Citizenship or Place of Organization
U.S.A
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
17,125,000
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8. Shared Voting Power
0
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9. Sole Dispositive Power
17,125,000
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
17,125,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
( )
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13. Percent of Class Represented by Amount in Row (11)
37.7%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 570913 103
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1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only).
Tim Schmidt
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
( ) (a) ( ) (b)
-----------------------------------------------------------------
3. SEC Use Only
-----------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
-----------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
( )
-----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
17,125,000
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8. Shared Voting Power
0
-----------------------------------------------------------------
9. Sole Dispositive Power
17,125,000
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
17,125,000
-----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
( )
-----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
37.7%
-----------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
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Item 1. Security and Issuer
The securities covered by this Schedule 13D are shares of common
stock, $0.1 par value (the "Common Stock"), of MarketShare Recovery,
Inc., a Delaware corporation (the "Company"). The Company's
principal executive offices are located at 95 Broadhollow Rd. Suite
101 Road, Melville, New York 11747.
Item 2. Identity and Background
(a)
Ray Barton
Tim Schmidt
(b)
95 Broadhollow Road, Suite 101, Melville New York 11747.
(c)
Mr. Barton is the President and Chairman of the Board of directors of
Marketshare Recovery, Inc. The Company's address is 95 Broadhollow
Road, Suite 101, Melville New York 11747.
Mr. Schmidt is the Vice-President and a Member of the Board of directors
of Marketshare Recovery, Inc. The Company's address is 95 Broadhollow
Road, Suite 101, Melville New York 11747.
(d) Mr. Barton has not, during the last five years, such person has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors.)
Mr. Schmidt has not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors.)
(e) Neither Mr. Barton nor Mr. Schmidt have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws; and,
if so, identify and describe such proceedings and summarize the terms of
such judgment, decree or final order; and
(f) Citizenship.
Mr. Barton and Mr. Schmidt are citizens of the U.S.A
Item 3. Source and Amount of Funds or Other Consideration
On July 15,2003 (the "Closing Date"), Messrs. Ray Barton and Tim Schmidt have
acquired 7,527,668 of Health & Leisure, Inc.'s (the "Registrant" or the
"Company") common stock from former president and director Robert Feldman
together with 2,670,000 shares of common stock issued by the registrant for a
total of 10,197,668 shares or 51% of the Registrant's total outstanding common
stock. Messrs. Barton and Schmidt have also acquired 3,425,000 shares of the
registrants preferred stock which is convertible into 34,250,000 shares of the
Company's common stock. Messrs. Barton and Schmidt acquired said shares
Pursuant to an Acquisition Agreement and Plan of Merger dated June 13, 2003
(the "Merger Agreement"), by and among the Registrant; Venture Sum, Inc., a
Delaware corporation and a wholly owned subsidiary of Registrant ("Mergerco");
and Marketshare Recovery, Inc., a New York corporation, ("MKSR"), Mergerco
merged with and into MKSR, and MKSR became a wholly owned subsidiary of the
Registrant.
Item 4. Purpose of Transaction
Mr. Barton and Mr. Schmidt acquired the Shares for investment purposes.
Messrs. Barton and Schmidt may acquire additional shares of Common
Stock for investment and/or compensation. Otherwise, Messrs. Barton and
Schmidt have no plans to engage in any transactions described in
Paragraphs (a) through (j) of this Item. Any decision by Mr. Barton
and/or Mr. Schmidt in the future to acquire or dispose of equity in the
Company or to take any other actions with respect to the Company or its
securities will depend upon several factors, including the prospects of
the Company, general market and economic conditions, and other factors
deemed relevant.
Item 5. Interest in Securities of the Issuer
(a) As of February 12, 2004 Messrs. Ray Barton and Tim Schmidt own an
aggregate of 17,125,000 and 17,125,000 which represent 37.7% and
37.7% respectively. The calculation of the percentage owned by Messrs.
Schmidt and Barton are based on the Company's on the number of
securities outstanding as contained in the most recently available
filing with the Commission by the issuer which are believed to be
current.
(b) Number of shares as to which Mr. Barton has:
Sole power to vote or direct the vote: 17,125,000
Shared power to vote or direct the vote: 0
Sole power to dispose or direct the disposition: 17,125,000
Shared power to dispose or direct the disposition: 0
Number of shares as to which Mr. Schmidt has:
Sole power to vote or direct the vote: 17,125,000
Shared power to vote or direct the vote: 0
Sole power to dispose or direct the disposition: 17,125,000
Shared power to dispose or direct the disposition: 0
(c) Messrs. Barton and Schmidt have not engaged in any transactions
in the Common Stock within the past 60 days;
(d) None
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None
Item 7. Material to Be Filed as Exhibits
None
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
February 12, 2004
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Date
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Signature
Ray Barton/President and Chairman
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Name/Title
February 12, 2004
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Date
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Signature
Tim Schmidt/Vice-President and Director
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Name/Title
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)