SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: - November 20, 2002
BRL Holdings
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(Exact name of registrant as specified in charter)
Delaware 0-15260 88-0218411
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Jurisdiction of Commission File I. R. S. Employer
Incorporation Number Identification
Number
200 Perimeter Road, Manchester, NH 03103
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(Address of principal executive offices)
Registrant's telephone number: (603) 641-8443
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Item 4. Changes in Registrant's Certifying Accountant.
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(a) On November 19, 2002, the Registrant terminated Good Swarts Brown &
Berns LLP ("former accountants") as its independent accountant and retained
Stephen A. Diamond as its certifying accountant. Prior to retaining Stephen
A. Diamond as its independent accountant, the Registrant did not consult with
or obtain any oral or written advice from him.
(b) In connection with the audits of the financial statements of the
Registrant for the fiscal years ended June 30, 2001 and 2002, there were no
disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of the
former accountants, would have caused them to make reference to the subject
matter of the disagreement in their report. No disagreements occurred between
the Registrant and former accountants on any accounting, auditing or reporting
issue in any subsequent interim period through the date of their dismissal.
(c) Except for an explanatory paragraph concerning the Registrant's
ability to continue as a going concern, none of the former accountants'
reports on the Registrant's financial statements for the fiscal years ended
June 30, 2001 through June 30, 2002 contained an adverse opinion or disclaimer
of opinion, nor were they qualified as to uncertainty, audit scope or
accounting principles.
(d) A letter from the former accountants addressed to the Securities and
Exchange Commission stating whether or not they agree with the Registrant's
response to this Item is filed as an Exhibit hereto.
(e) The decision to change accountants was approved by the Board of
Directors of the Registrant.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
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Exhibits
Letter from Good Swarts Brown & Berns LLP in accordance with Item 4(d).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BRL Holdings, Inc.
/s/Nataliya Hearn, President
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Dated: November 20, 2002
Good Swartz Brown & Berns LLP letterhead
November 20, 2002
Securities and Exchange Commission
Washington, D. C. 20549
Gentlemen:
We have read the statement made by BRL Holdings Inc, which we understand was
filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the
Company's Form 8-K report dated November 20, 2002. We agree with the
statement insofar as it relates to Good Swarts Brown & Berns LLP. We have no
basis on which to comment on references to Stephen A. Diamond or to Item 4(e)
of the Form 8-K.
Very truly yours,
/s/ Good Swartz Brown & Berns LLP et al
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Good Swartz Brown & Berns LLP et al