HEALTH & LEISURE INC /DE/
NT 10-Q, 2000-11-15
MISCELLANEOUS NONDURABLE GOODS
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                      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   September 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: 203 East Broad Street
                                       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;

 [X] (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K,  20-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

 [X] (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 Forms 10-K,  20-F,  11-K,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

     Health & Leisure,  Inc.  (the  "Company") is not able to file its Quarterly
Report on Form 10-QSB for the quarter  ended  September 30,  2000 on or prior to
November 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.

                                     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 required 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: November 14, 2000                    By:  /s/ Robert M. Feldman_______
                                               Robert M. Feldman, President



<PAGE>
                                                                Exhibit


                              HJ & ASSOCIATES, LLC
                        50 South Main Street, Suite 1450
                           Salt Lake City, Utah 84144
                            Telephone: (801) 328-4408
                            Facsimile: (801) 328-4461



November 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 nine months ended
September 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
November 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



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