<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 0-15807.
---------
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 June 30, 2000 .
-----------------------------------------------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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:
-------------------------------------------------------------------------------.
PART I
REGISTRANT INFORMATION
Full name of registrant Health & Leisure, Inc. .
------------------------------------------------------
Former name if applicable .
------------------------------------------------------
Address of principal executive office (Street and number) 203 East Broad Street.
----------------------
City, state and zip code Columbus, Ohio 43215 .
------------------------------------------------------
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;
|
| (b) The subject annual report, semi-annual report,
| transition report on Form 10-K, 10-F, 11-K or Form
[X] | 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.)
Health & Leisure, Inc. (the "Company") is not able to file its
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000 on or prior
to August 14, 2000 without unreasonable effort or expense because the
independent review of the Company's financial statements to be performed by the
independent auditors has not been completed within the time period prescribed
for filing.
<PAGE> 2
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert M. Feldman (614) 228-2225
--------------------------------------------------------------------------------
(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.
[X] Yes [ ] 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 [X] No
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.
Health & Leisure, 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: August 14, 2000 By: /s/ Robert M. Feldman
----------------- ---------------------------------
Robert M. Feldman, President
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amndements thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regluation S-T.
<PAGE> 3
HJ & ASSOCIATES, LLC
50 SOUTH MAIN STREET, SUITE 1450
SALT LAKE CITY, UTAH 84144
TELEPHONE: (801) 328-4408
FACSIMILE: (801) 328-4461
August 14, 2000
Robert K. Rupp, Esq.
Attorney-at-Law
Baker & Hostetler LLP
65 East State Street, Suite 2100
Columbus, OH 43215
Dear Bob,
We are currently working on the review of Health & Leisure, Inc. and
Subsidiaries unaudited financial statements for the three and six months ended
June 30, 2000 to be included in its Form 10-QSB filing and are in the final
stages of completing the review. However, due to the increased work load we have
experienced at this time of year, we have been unable to finalize our review of
the unaudited financial statements although we expect to do so in the next few
days.
Because Health & Leisure, Inc. is required to file a form 10-QSB with the SEC by
August 14, 2000, we are requesting that you file the necessary forms to extend
the final due date for an additional five days. That will give us enough time to
finalize our review. Please call us if there are any problems in getting the
extension. We appreciate your attention to this matter.
Sincerely,
/s/ HJ & Associates, LLC
HJ & Associates, LLC
