UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 12b - 25

                          NOTIFICATION OF LATE FILING



 [ ] Form       [ ] Form       [ ] Form       [X] Form           [ ] Form
     10 - K         20 - F         11 - K         10 - QSB           N - SAR


For the Period Ended October 31, 2002


[   ]   Transition Report on Form        [   ]   Transition Report on Form
        10 - K                                   10 - Q

[   ]   Transition Report on Form        [   ]   Transition Report on Form
        20 - F                                   N - SAR

[   ]   Transition Report on Form
        11 - K

For the transition Period Ended:

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

D'Angelo Brands, Inc.
Full Name of Registrant

Playandwin, Inc.
Former Name if Applicable

14 Brewster Road,
Address of Principal Executive Office (Street and Number)

Brampton, Ontario, Canada, L6T 5B7
City, State and Zip Code


                       PART II - RULES 12b - 25(b) AND (c)

If  the  subject report could not be filed without reasonable effort or  expense
and  the  registrant seeks relief pursuant to Rule 12b - 25 (b),  the  following
should be completed.  (Check box if appropriate)

[X]   (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 or semi-annual report, transition report  on
Form  10  -K,  form 20 - F, 11 - K or form N - SAR, or portion thereof  will  be
filed on or before the fifteenth calendar day following the prescribed due date;
or  the  subject  Quarterly report or transition report on Form  10  -  QSB,  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

       The Company has not yet completed assembling the data for  the  quarter's
10-QSB including information needed to complete the quarter's financial
statements.


                           PART IV - OTHER INFORMATION

  (1)  Name and telephone number of person to contact in regard to this
      notification:

                         Frank D'Angelo   905-794-0335

  (2)  Have all or 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 report(s).

  [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?

  [X]   Yes       [ ]   No

  The  results  of  operations will change significantly from the  corresponding
  period  for  the  last  fiscal  year because the Company  was  reorganized  in
  October  2001.   As  a result of the reorganization, the historical  financial
  history  of  the  Company  is  that of D'Angelo Brands  Ltd.,  therefore,  the
  Company  has  adopted  the fiscal year end of D'Angelo Brands  Ltd.   D'Angelo
  Brands  Ltd. is a wholly owned subsidiary of D'Angelo Acquisitions Inc.  which
  is  in  turn  wholly owned by the Company.  Furthermore, the Company  acquired
  operational  beverage  processing equipment, which  is  located  in  a  leased
  facility.  This  facility, which commenced production in April 2002,  impacted
  results  for  the  quarter  ending  October 2002.  Until  its  information  is
  completely  compiled,  the Company does not believe it can  make  an  accurate
  quantitative estimate of its results of operations.

       D'Angelo Brands, Inc. has caused this notification to be signed on its
  behalf by the undersigned, thereunto duly authorized.

  Date:   December 15, 2002

  By: /s/ Frank D'Angelo
          ------------------
          Frank D'Angelo
          President