United
States
Securities
and Exchange Commission
Form
12b-25
SEC
File No.: 000-15260
CUSIP
No.: 286186101
NOTIFICATION
OF LATE FILING
(Check
One): oForm
10-K
and Form 10-KSB; oForm
20-F;
oForm
11-K; x
Form 10-Q and Form 10-QSB; o
Form N-SAR
For
Period Ended:
September
30, 2005
o
Transition
report on Form
10-K
o
Transition
Report on Form
20-F
o
Transition
Report on Form
11-K
o
Transition
Report on Form
10-Q
o
Transition
Report on Form
N-SAR
For
the Transition Period Ended:
___________________________
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
Element
21 Golf Company
Full
Name
of Registrant
BRL
Holdings, Inc.
Former
Name if Applicable
207
Queens Quay W. #455
Toronto,
Canada, M5J 2A7
Address
of Principal Executive Office (Street and Number)
City,
State and Zip Code
PART
II - RULES 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.)
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ý
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(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, Form 20-F, Form 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-Q,
or portion thereof, will be filed on or before the 5th
calendar day after the prescribed due date; and
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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PART
III - NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 10-Q, N-SAR,
or the
transition report or portion thereof, could not be filed within the prescribed
time period.
The
Registrant is operated primarily through consultants and was unable to prepare
the necessary information in a timely manner because of other commitments
on
behalf of the Registrant. As a result, the Registrant requires additional
time
to complete the Form 10-QSB and therefore, the Registrant’s Quarterly Report on
Form 10-QSB regarding the quarter ended September 30, 2005 could not be timely
filed without unreasonable effort or expense.
PART
IV - OTHER INFORMATION
(1) Name
and
telephone number of person to contact in regard to this
notification.
|
Nataliya
Hearn
|
416-362-2121
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|
(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 reports(s) been filed? If answer is no, identity
report(s).
ýYes
o 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?
ýYes o
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.
Due
to
the reasons stated above, the Registrant does not have final financial
statements for its most recently completed quarter as of the date of this
filing, and, therefore, specific estimates regarding significant changes
in
results of operations cannot be made at this time.
ELEMENT
21 GOLF COMPANY
Name
of
Registrant as Specified in Charter
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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COMPANY
NAME CORPORATION |
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| Date: November
14, 2005 |
By: |
/s/ Nataylia
Hearn, Ph.D. |
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Nataylia
Hearn, Ph.D. |
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President
and Director |