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 January 31, 2003

[   ]   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 acquired, operational
  beverage processing equipment, which is located in a leased facility. This
  facility commenced production in April 2002. In September  2002, the Company
  acquired, through its wholly owned subsidiary 1540633 Ontario Inc., property
  and processing equipment located in Tiverton, Ontario. These facilities
  impacted results for the quarter ending January 2003. 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:   March 17, 2002

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