U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 000-15260
BRL Holdings, Inc.
(Name of Small Business Issuer in its Charter)
Delaware 88-0218411
------------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
200 Perimeter Road, Manchester, NH 03103
(Address of Principal Executive Offices)
Registrant's Telephone Number: (603) 641-8443
Not Applicable
(Former name and former address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: Common Stock,
one-cent ($0.01) Par Value
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: June 30, 2003 = $0.00.
State the aggregate market value of the voting and non-voting common
stock held by non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days. As of October 10, 2003 there were
approximately 25,689,572 shares of our common voting stock held by
non-affiliates having a market value of $5,137,914 on such date. Without
asserting that any director or executive officer of the issuer, or the
beneficial owner of more than five percent of the issuer's common stock, is an
affiliate, the shares of which they are the beneficial owners have been deemed
to be owned by affiliates solely for this calculation.
State the number of outstanding shares of each of the Registrant's
classes of common equity, as of the latest practicable date. As of October 10,
2003, there were approximately 49,906,220 shares of common stock of the Issuer
outstanding.
BRL Holdings, Inc.
10-KSB for the Year Ended June 30, 2003
Table of Contents
PART I
Item 1. Description of Business....................................................................1
Item 2. Description of Property...................................................................12
Item 3. Legal Proceedings.........................................................................12
Item 4. Submission of Matters to a Vote of Security Holders.......................................12
PART II
Item 5. Market for Common Equity and Related Stockholder Matters..................................12
Item 6. Management's Discussion and Analysis or Plan of Operation.................................15
Item 7. Financial Statements......................................................................18
Item 8. Change in and Disagreements With Accountants on Accounting and Financial Disclosure.......18
Item 8A Controls and Procedures ..................................................................18
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act.........................................................20
Item 10. Executive Compensation....................................................................21
Item 11. Security Ownership of Certain Beneficial Owners and Management............................23
Item 12. Certain Relationships and Related Transactions............................................25
Item 13. Exhibits and Reports on Form 8-K..........................................................27
Item 14. Principal Accountant Fees and Services....................................................28
Signatures................................................................................30
PART I
Item 1. DESCRIPTION OF BUSINESS
(a) Business Development.
BRL Holdings, Inc., a Delaware corporation (the "Company"), was originally
formed in Delaware as OIA, Inc. in 1996 and later changed its name to Biorelease
Corp., and was engaged as in the business of biotechnology from 1992 through
1995. From mid 1995 through September 2001, the Company sponsored several early
stage ventures with funds advanced by affiliates of Dr. R. Bruce Reeves, former
President and a current consultant to the Company and in June 2001, the Company
changed its name from Biorelease Corp. to BRL Holdings, Inc.
Effective November 9, 2001, we acquired 100% of the outstanding common
stock of AssureTec Systems, Inc., a Delaware corporation ("AssureTec"), in a
stock for stock transaction. We issued 6,354,000 shares of restricted common
stock and converted outstanding options to acquire 4,750,000 shares of AssureTec
common stock into options to acquire 4,750,000 shares of the Company's common
stock.
On April 1, 2002, we exchanged 2,852,000 shares of AssureTec common stock
that had been issued in connection with the AssureTec acquisition for 5,704,000
shares of our common stock, from substantially all the founders and consultants
from whom our interest in AssureTec was initially acquired. In addition, options
to acquire 4,750,000 shares of our common stock then held by these individuals
were cancelled. As a result of these transactions and the issuance of additional
shares of AssureTec to employees on the exercise of stock options, our ownership
decreased to 34.2% of AssureTec as of June 30, 2002.
Effective October 3, 2002, we acquired 100% of the outstanding common stock
of Element 21 Golf Company, a Delaware corporation ("Element 21") in exchange
for 42,472,420 restricted shares of our common stock ("the Acquisition"). We
also converted options to acquire 6,432,000 shares of Element 21 common stock
into options to acquire 6,432,000 shares of our common stock. This Acquisition
has been accounted for as a "reverse" acquisition using the purchase method of
accounting, as the shareholders of Element 21 owned a majority of the
outstanding stock of our Company immediately following the Acquisition.
(b) Business of the Issuer
Element 21 was formed on September 18, 2002 to acquire partially developed
golf technology and to design, develop and market scandium alloy golf club
shafts and golf heads. Scandium is Element No. 21 in the Periodic Table of
Elements. When mixed with aluminum, scandium alloys are believed to exhibit
properties that outperform titanium with a higher strength to weight ratio of up
to 25% and a specific density advantage of 55%. Scandium alloys are simply
lighter, stronger and more cost effective than titanium. This advanced metal
technology was originally developed in the former Soviet Union for military
applications during the 1980s. Scandium alloys have been used in
intercontinental ballistic missiles, jet aircraft, the Mir space station and
most recently, in the International Space Station. We intend to commercialize
its use in golf shafts and golf heads.
In September, 2002, Element 21 acquired from Dr. Nataliya Hearn, our
current Chief Executive Officer, and David Sindalovsky, a consultant to the
Company (the "Assignors"), the exclusive right to use, produce and sell a
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specified range of scandium aluminum alloy for golf club shafts and golf heads.
Although these rights do not cover all mixes of scandium aluminum alloy, the
Company believes that any scandium aluminum alloy outside the range of its
patent protected rights cannot be used to produce golf club shafts or heads in
an economically feasible manner. Upon completion of the Acquisition, Dr. Bruce
Reeves, previously the President and CEO of the Company, resigned as an officer
and director of the Company together with Richard Schubert and Dick Whitney, the
Company's other directors. Dr. Hearn became the Company's President, CEO and a
Director and Jim Morin and Gerald Enloe also became directors. Mr. Morin also
serves as Vice President and Principal Financial Officer.
Prototypes of the first products, a mid range iron combined with several
flex strength shafts, have been produced and tested. The scandium alloy shaft,
when combined with a conforming iron head, has been accepted as complying with
the rules of golf by the USGA (the United States Golf Association). Scandium
alloy shafts engineered for use with driver and fairway metal woods are just
completing development and will be tested against competitive shafts over the
next several months. The independent tests already conducted by Golf Labs Inc.
showed a remarkable 10-20 yard distance improvement when scandium shafts are
tested against the best Graffaloy graphite and True Temper steel shafts
respectively. Other clubs and products are currently being developed and tested.
Dependent in part on its ability to obtain approximately $1.5 M in funding, of
which there is no assurance, the Company intends to first commence the
production and roll-out of its first golf products: a complete scandium metal
wood driver with scandium alloy shaft to be sold to the retail golfer through a
direct marketing program. Second, the Company intends to commence the sale of
scandium shafts to leading golf shaft distributors for distribution as a branded
high performance shaft to be resold to fabricators and golf shops worldwide.
Following the receipt of additional investor funds, of which there is no
assurance, the Company expects to broaden its retail offering to include
additional combinations of proprietary heads and shafts.
The Company operates solely through strategic consultants and without
full-time employees. Consultants Nataliya Hearn, PhD, who is our CEO and
President, and David Sindalovsky, both of whom are based in Toronto, Canada,
oversee the engineering, alloy supply and production. Consultants Jim Morin, our
Vice-President, Secretary and Treasurer, and Frank Gojny, both of whom are based
in California, oversee the development, testing and USGA approval for the golf
products, and consultants Bruce Reeves and Kevin McGuire (formerly officers of
BRL Holdings operating through Robertson Financial Advisors LLC based in New
Hampshire) and Randy Renken (operating through Profit Consultants, Inc.),
oversee the accounting and public company compliance issues. This structure
allows the Company to avoid having large marketing, administrative and
development organizations in order to be responsive to fluctuations in the
marketplace that have plagued other start-up golf companies.
The Company has a strategic supply agreement with an affiliate of
Kamensk-Uralsky Metallurgical Works Joint Stock Company, located in a number of
locations in Russia, also known as OAO KUMZ. Under this agreement, concentrated
scandium alloy shall be produced to the specification of Element 21 Golf by the
KUMZ affiliate. KUMZ also will transfer the latest innovations in scandium
alloys to Element 21 Golf as such become available. KUMZ is a well-established,
diversified producer of aluminum, aluminum alloys and products for aerospace,
shipbuilding, automotive, and other industries. KUMZ is also the world's largest
facility specializing in scandium alloy products. Initially scandium work began
20-25 years ago with the development of aluminum-scandium aerospace alloys for
fighter aircraft.
The second strategic partner is Yunan Aluminum, which is in the business of
manufacturing precision tubing for outdoor recreation and sporting markets.
Yunan Aluminum was established in 1979 in South Korea, and now manufactures, for
parties other than the Company, about 80,000 pounds per month of high quality
products made of high strength aluminum alloys. Yunan Aluminum intends to
reprocess, in South Korea, alloy concentrate shipped by KUNZ on behalf of
Element 21 Golf and also intends to produce scandium golf shafts and club
components exclusively for Element 21 Golf Company.
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Advantage of Scandium Alloys
Element 21 Golf derives its name from the 21st element in the "Periodic
Table of the Elements", which is the unique metal "scandium" (the beginning of a
new millennium). Scandium, when mixed with aluminum, has a higher
strength-to-weight ratio than titanium and 50% more strength than other high
strength aluminum alloys. Markets for scandium aluminum include almost anything
where aluminum is currently used, for example, from transportation and military
applications to high-end sports products of all kinds. After years of market
research and development, the Assignors determined that the most productive and
profitable application of scandium was in the sports market. Based on that, the
Assignors together with other founders of Element 21 Golf, formed Element 21
Corporation to become a production, marketing, and distribution company for
other scandium aluminum products. The rights to develop other products not
related to the golf industry were retained by the Assignors. The Assignors and
other founders of Element 21 Golf Company continue to hold a minority interest
in Element 21 Corporation. All applications to golf products covered by the
Assignors' patents have been acquired by the Company (BRL Holdings d/b/a Element
21 Golf Company).
Element 21's Competitive Advantage
We believe that we have a competitive advantage in our industry for the
following reasons:
1. License and supply agreements for scandium aluminum alloys in place.
2. Longtime association with the world's largest producer of the highest
quality scandium master alloy.
3. Strategic association with the world's largest producer of scandium
products, which has over 20 years experience in producing scandium aluminum
billet, extruded products, and forged products. Lowest production costs due
to location, size, and experience, as well as the advantage of waste
control during the production process.
4. Experienced team of alloy developers, processing specialists, production
specialists, light metal sports equipment designers, and product marketing
specialists.
5. Knowledge and association with several production paths of semi-finished
and finished scandium products.
6. Consulting agreements with leading golf product development and marketing
experts.
7. Growing demand for high performance golf products.
Scandium Metal - "Element 21"
This little known element scandium was developed primarily in secret
aerospace programs in the former Soviet Union. It was used as an additive to
aluminum alloys to create the highest strength aluminum-scandium alloys and
alloys with significantly enhanced weldability. These super-alloys were used in
missiles and MIG-29 aircraft and are currently used in MIG-31 and Sukhoi-27
aircraft. We believe that the rights we have acquired from the Assignors cover
aluminum-scandium alloys that have achieved the highest "strength-to-weight
ratio" for golf applications.
Scandium is most often found in nature as an oxide in relatively low
concentrations, from 5 to 100 parts per million. It is rarely concentrated in
nature due to its lack of affinity to combine with the common ore-forming
anions. Therefore it is usually derived as a by-product from uranium and other
mineral leaching operations. The cost of scandium is directly related to the
relatively high cost of processing and its lack of widespread use in commercial
products. It has not been commercially mined in the United States or Europe
because only small quantities have been used, primarily in high intensity halide
lamps, lasers, electronics, high tech ceramics, and research applications.
3
However, in the former Soviet Union, scandium has been produced in
significantly larger quantities since it was an additive to aluminum alloys to
produce ultra high strength aluminum-scandium alloys for military aerospace
uses. In Russia there is now less scandium production due to reduced military
spending. Currently, however, Russia still possesses the world's largest
stockpile of pure scandium oxide, which is available to Element 21 Golf through
the rights it acquired from Assignors. When the current supply is exhausted,
scandium can be obtained through reactivating production of various waste
streams of already identified ore processing sites in Russia. In addition,
several possible North American scandium production sites have also been
identified, if there is sufficient demand to justify the investment.
History of Commercial Aluminum-Scandium Alloys
Aluminum-scandium alloys for sports applications were developed using the
expertise of Russian and Ukrainian scientific institutes. To date, in excess of
75 tons of aluminum-scandium master alloy have been sold for the production of
over 2,500,000 pounds of final product, including several sports products, and
for a variety of civil and government funded transportation related development
programs.
In 1997 Easton Sports' baseball and softball bats constituted the first
production of a large-scale scandium sports product. The ultra-light high
strength Easton bats, known, as the Scandium/Sc 7000 Redline series quickly
became the most successful new product launch in Easton's 75-year history. To
date, Easton has sold in excess of $800,000,000 of scandium aluminum baseball
and softball bats. Easton then produced a weldable aluminum-scandium alloy for
use in bicycle frames, and handle bars. Both products have been highly
successful and the frame is now considered one of the lightest in the industry
and used by many top-racing teams. In addition to baseball bats and bicycle
frames, scandium golf shaft, metal wood drivers, putters, lacrosse sticks,
bicycle seat posts and handlebars, and hockey stick prototypes have been
developed.
Aluminum-Scandium Product Advantages
Scandium alloys have advantages over other high strength aluminum and
titanium alloys and composite materials, especially in heavily drawn and worked
products:
o Up to 50% strength increase over high-strength aluminum alloys;
o Over 20% specific strength advantage over titanium alloys;
o Significant cost and design advantages over composite materials;
o Reduction and elimination of surface recrystalization;
o Increase in weldability and weld strength;
o Increase in weld fatigue life of 200%;
o Reduction and elimination of hot-cracking in welds;
o Increased plasticity, durability, and formability.
Sports Equipment
As athletes and marketers demand improvement in sports equipment, designers
push material limitations when using existing metals and alloys. Most aluminum
products in the sports market today have alloy development origins from the
1930's, while other high-performance alloys were developed in the 1960's.
Titanium and composite materials have replaced aluminum in some sporting goods;
however, these materials are more expensive and more difficult to process.
Consequently, they have found major acceptance only in the highest end of the
market.
4
Element 21 Golf's objective is to develop and market new golf products
where scandium alloys can provide measurable advantages over existing high-end
aluminum alloys, stainless steel, titanium and composite materials.
Golf Products
Scandium golf products have outstanding potential in the industry based on
several factors:
- Results of player and robotic testing indicates scandium aluminum's
superior performance over a leading titanium club, and
- Improved distance and less dispersion, allowing longer more accurate
results, which are impossible to achieve with current metals.
The interest in scandium has been supported by several performance and
marketing features:
o Scandium alloys strategically incorporated into the production of metal
woods and irons can result in heads with a larger sweet spot for more
consistency and accuracy;
o If increased club head size is not required, the reduced density and
improved strength allows flexibility in placing perimeter weighting that
can affect the trajectory (flight path) of the ball;
o Scandium alloys are softer than titanium providing superior feel and
workability for the player;
o Scandium alloys are lower in cost and easier to fabricate than titanium;
o The specific yield strength advantage of scandium alloys over steel and
high-end aluminum alloys enables the design of shafts at substantially
reduced weight and higher performance;
o The homogeneous nature of scandium alloys allow for consistent shaft
production, a problem inherent with graphite shafts.
Golf Shafts
Scandium golf shafts provide the lightweight and flexibility of graphite
with the favorable playing characteristics of steel. Steel dominates the shaft
market for irons, while graphite is the most popular shaft material for metal
woods. Graphite shafts are generally more expensive than steel, and golfers
often experience inconsistency from club to club due to reproducibility problems
inherent with graphite. Prototype shafts with several flex strengths have been
produced, tested initially with irons and accepted as complying with the rules
of golf by the USGA. The independent tests conducted by Golf Labs Inc. showed
remarkable 10-20 yard distance improvement when scandium shafts tested against
the best Graffaloy graphite and True Temper steel shafts respectively. To view
these test results online, go to www.e21golf.com.
The market for golf shafts was estimated by Golfdatatech to be close to 30
million units in the US and 60 million units worldwide in 1999. Golfdatatech
estimates that the premium shaft market that Element 21 Golf's scandium shaft
will initially be targeting represents a market size of approximately 27 million
units worldwide.
Metal Woods/Putters
Element 21 Golf has made its own designs, and has completed mechanical and
player testing on several prototypes. This effort has provided Element 21 Golf
with several sales and marketing options. These options include the sale of
semi-finished products to the likes of Taylor Made and other original equipment
manufacturers (OEMs), the sale of finished heads to OEMs, and/or the Company's
own direct sale of branded scandium alloy golf products to the market place.
5
Element 21 Golf intends to introduce a scandium driver and other fairway
metal woods through the production and airing of a script-to-screen infomercial
planned for the second quarter of calendar 2004 assuming completion of the
additional financing before year end, of which there is no assurance, following
completion and market testing of its infomercial. Based on positive performance
and marketing features afforded by scandium, and the general market condition of
golf, the Company believes this approach will be successful. To assist in this
process, the Company has access to consultants with experience in infomercials
from both marketing and production aspects. It is important to note that we
believe that we would be in a position to introduce a number of new scandium
golf products over time, including putters, fairway metal woods, and irons.
According to Golfdatatech, the 1999-world retail golf club (metal woods,
irons, putters) market was worth approximately $4.8 billion. Golfdatatech
estimates that the US market represents about 50% of the world market, with
approximately $2.4 billion in sales, including over $1.0 billion in metal wood
sales. In 1999, titanium metal woods represented about 40% of all premium sales
with the most popular price being $399 and up.
Strategic Relationships
To effectively conduct its business on an international scale, Element 21
Golf Company is pursuing strategic alliances with aluminum producers, suppliers,
sub-contractors, and design engineers.
As discussed earlier, the Company has a strategic partnership agreement
with OAO KUMZ, which is located in Russia. Under this agreement, scandium alloys
licensed to Element 21 Golf shall be produced exclusively by KUMZ. Since 1994
KUMZ has established an ISO-9001 quality assurance system.
Element 21 Golf also has a relationship with Yunan Aluminum in Korea. Yunan
will reprocess the master alloy prepared by KUNZ and produce the initial shafts
and clubs with pricing and supply already contracted.
Scandium Raw Material Supply
The raw material that goes into production of scandium alloys comes from
scandium oxide, which has about 60% pure scandium metal content. Scandium oxide
is used in the production of "master alloy", which consists of 2% Scandium metal
and 98% pure aluminum. The master alloy is then added to aluminum and other
alloy ingredients to create a concentration of approximately 0.1% - 0.3%
scandium in the final alloy used in products. These are then known as scandium
alloys or aluminum-scandium alloys, which have the technical advantages needed
for production of high performance equipment for sports, transportation,
military and aerospace applications and are the subject of the Assignors'
patents. 1 kg of Scandium oxide will produce approximately 28 kg of master
alloy, and just under 500 kilograms (or 1,100 pounds) of aluminum-scandium 0.1%
alloy, the most common alloy used.
Because of the experience and access to economic supply of scandium raw
materials and experience with the scandium alloys, the Company will initially
rely on KUNZ and Yunan as sole suppliers and reprocessors of its precursor
materials. However, through its consultants, over time and with additional
resources, the Company intends to develop an independent resource for supplying
these materials and services.
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Distribution Methods of the Products or Services
To effectively conduct its business on an international scale and to
establish initial supply and production capability, Element 21 Golf Company is
pursuing strategic alliances with aluminum producers, suppliers,
sub-contractors, and design engineers. The Company has a strategic partnership
agreement with Kamensk-Uralsky Metallurgical Works Joint Stock Company, located
in a number of locations in Russia, also known as OAO KUMZ. Under this
agreement, scandium alloys licensed to Element 21 Golf shall be produced
exclusively by KUMZ. Since 1994 KUMZ has established an ISO-9001 quality
assurance system.
Element 21 Golf also has a relationship with Yunan Aluminum in Korea. Yunan
will reprocess the master alloy prepared by KUNZ and produce the initial shafts
and clubs with pricing and supply already established.
Status of Any Publicly Announced New Product or Service
Stockholders are directed to the Company's web site, www.e21golf.com, where
its most recent press releases can be found as well as independent test results
of the company's shafts against the leading high performance golf shafts in the
world. For additional information or earlier press releases go to any website's
financial bulletin board for BRL, Holdings, Inc. (OTCBB BRLN). For information
regarding our filings with the Securities and Exchange Commission please go to
www.sec.gov.
Competitive Business Conditions
Regarding the Element 21 technology, all major manufacturers of golf clubs,
shafts and related equipment will be major competitors of our planned business
operations, and all have greater resources, marketing capabilities and name
recognition, among other factors, that will make it difficult for us to compete
with them.
Sources and Availability of Raw Materials
The Company has a strategic supply agreement with an affiliate of OAO KUMZ.
Under this agreement, concentrated scandium alloy shall be produced to the
specification of Element 21 Golf by the KUMZ affiliate. KUMZ also will transfer
the latest innovations in scandium alloys to Element 21 Golf as such become
available. KUMZ is a well-established, diversified producer of aluminum,
aluminum alloys and products for aerospace, shipbuilding, automotive, and other
industries. KUMZ is also the world's largest facility specializing in scandium
alloy products. Initially scandium work began 20-25 years ago with the
development of aluminum-scandium aerospace alloys for fighter aircraft.
The second strategic partner is Yunan Aluminum, which is in the business of
manufacturing precision tubing for outdoor recreation and sporting markets.
Yunan Aluminum was established in 1979 in South Korea, and now manufactures, for
parties other than the Company, about 80,000 pounds per month of high quality
products made of high strength aluminum alloys. Yunan Aluminum intends to
reprocess, in South Korea, alloy concentrate shipped by KUNZ on behalf of
Element 21 Golf and also intends to produce scandium golf shafts exclusively for
Element 21 Golf Company.
No History of Sales; Dependence on Proposed Infomercial Methodology
The Company's golf products are new to the market. The Company has no
history of sales or market penetration of its golf products. While the market is
large, we cannot assure that the Company's products will achieve general market
adoption. As of the date of this report, we have not raised funds sufficient to
manufacture the initial products nor have we raised funds sufficient to produce
an infomercial and to acquire media.
7
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts
The Company has direct title to no patents. However, when it acquired
Element 21 Golf, it acquired the exclusive right to use, produce and sell a
specified range of scandium aluminum alloy for golf club shafts and golf heads.
Although these rights do not cover all mixes of scandium aluminum alloy, the
Company believes that any scandium aluminum alloy outside the range of its
patent protected rights cannot be used to produce golf club shafts or heads in
an economically feasible manner. The golf applications under these patent rights
acquired by us in the Element 21 Acquisition, which are U. S. Patent Nos.
5,597,529 issued on January 28, 1997, and 5,620,662, issued on April 15, 1997,
initially filed by Ashurst Technologies, Inc. and acquired on January 7, 2001,
by Dr. Hearn and Mr. Sindalovsky were assigned to Element 21 immediately prior
to our acquisition of 100% of the outstanding securities of Element 21, as
disclosed in our 8-KA Current Report dated October 2, 2002, which is referenced
in the Exhibit Index, Part III, Item 13, and as briefly discussed above under
the heading "Business Development" of this Item.
Need for any Government Approval of Principal Products or Services
There is no need for any government approval or regulation of Element 21's
products. There may be a need to comply with certain trade agreements between
Element 21 and their strategic partners outside of the United States of America.
Effects of Existing or Probable Governmental Regulations
Sarbanes-Oxley Act
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory requirements on publicly held companies and their insiders.
Many of these requirements will affect us. For example:
o Our chief executive officer and chief financial officer must now certify
the accuracy of all of our periodic reports that contain financial
statements;
o Our periodic reports must disclose our conclusions about the effectiveness
of our disclosure controls and procedures; and
o We may not make any loan to any director or executive officer and we may
not materially modify any existing loans.
The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine whether they comply with the Sarbanes-Oxley Act and the
new regulations promulgated there under. We will continue to monitor our
compliance with all future regulations that are adopted under the Sarbanes-Oxley
Act and will take whatever actions are necessary to ensure that we are in
compliance.
Penny Stock
Our common stock is "penny stock" as defined in Rule 3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks:
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o with a price of less than five dollars per share;
o that are not traded on a "recognized" national exchange;
o whose prices are not quoted on the NASDAQ automated quotation system; or
o in issuers with net tangible assets less than $2,000,000, if the issuer has
been in continuous operation for at least three years, or $5,000,000, if in
continuous operation for less than three years, or with average revenues of
less than $6,000,000 for the last three years.
Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and
Exchange Commission require broker/dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before making
any transaction in a penny stock for the investor's account. You are urged to
obtain and read this disclosure carefully before purchasing any of our shares.
Rule 15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in these stocks before selling any penny stock to that investor.
This procedure requires the broker/dealer to:
o get information about the investor's financial situation, investment
experience and investment goals;
o reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor can evaluate the
risks of penny stock transactions;
o provide the investor with a written statement setting forth the basis on
which the broker/dealer made his or her determination; and
o receive a signed and dated copy of the statement from the investor,
confirming that it accurately reflects the investors' financial situation,
investment experience and investment goals.
Compliance with these requirements may make it harder for our stockholders
to resell their shares.
Reporting Obligations
Section 14(a) of the Exchange Act requires all companies with securities
registered pursuant to Section 12(g) of the Exchange Act to comply with the
rules and regulations of the Securities and Exchange Commission regarding proxy
solicitations, as outlined in Regulation 14A. Matters submitted to stockholders
of our Company at a special or annual meeting thereof or pursuant to a written
consent will require our Company to provide our stockholders with the
information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the Securities and Exchange
Commission at least 10 days prior to the date that definitive copies of this
information are forwarded to our stockholders.
We are also required to file annual reports on Form 10-KSB and quarterly reports
on Form 10-QSB with the Securities Exchange Commission on a regular basis, and
will be required to timely disclose certain material events (e.g., changes in
corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.
9
Small Business Issuer
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25,000,000; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25,000,000 or more. We are
deemed to be a "small business issuer."
Research and Development Expenses During Past Two Fiscal Years
In Fiscal 2003 there was $2445 directly spent for research and development
associated with the Element 21 golf technology. This amount does not include
unallocated consulting fees paid to consultants. In fiscal 2002 there was no
research and development costs by the Company or by any of our subsidiaries,
except the recognition of $262,879 in fiscal 2002, all of which was related to
AssureTec. It is anticipated that research and development funds will be
required with respect to our planned business operations of the development,
manufacture and sale of scandium alloy golf clubs.
To date, the Company has relied on its consultants and their existing
infrastructure to develop its initial products and has reflected these costs as
operating costs. The Company expects to spend additional amounts on research and
development during fiscal year 2004 from its limited resources to continue our
golf product development prior to commencing efforts to raise additional capital
and prior to commencing shaft production.
Costs and Effects of Compliance with Environmental Laws
None of our subsidiaries have yet reached the stage of development wherein
environmental issues have arisen; that is the same regarding our Element 21
technology; however, we cannot yet determine what, if any, of these types of
regulations will affect our planned business operations of the development,
manufacture and sale of scandium alloy golf clubs.
Further, because the existing agreements with KUNZ and Yunan do not require
the Company to retain responsibility for any environmental compliance and/or
impact, the Company believes it has no significant exposure to environmental
compliance nor any other governmental regulation or oversight
Number of Employees
As of October 14, 2003, we have no employees. Consultants Nataliya Hearn,
PhD, who is our CEO and President, and David Sindalovsky, both of whom are based
in Toronto, Canada, oversee the engineering, alloy supply and production.
Consultants Jim Morin, who is our Vice-President, Secretary and Treasurer, and
Frank Gojny, both of whom are based in California, oversee the development,
testing and USGA compliance for the golf products, and consultants Bruce Reeves
and Kevin McGuire (formerly officers of our Company operating through Robertson
Financial Advisors LLC based in New Hampshire) and Randy Renken (operating
through Profit Consultants, Inc.), oversee the accounting and public company
compliance issues. This consultant structure allows the Company to avoid having
large fixed-cost marketing, administrative and development organizations in
order to be responsive to fluctuations in the marketplace that have plagued
other start-up golf companies.
10
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION
Under the Private Securities Litigation Reform Act of 1995, companies are
provided with a "safe harbor" for making forward-looking statements about the
potential risks and rewards of their strategies. Forward-looking statements
often include the words "believe," "expect," "anticipate," "intend," "plan,"
"estimate" or similar expressions. In this Form 10-KSB, forward-looking
statements also include:
o statements about our business plans;
o statements about the potential for the development, regulatory approval and
public acceptance of new services;
o estimates of future financial performance;
o predictions of national or international economic, political or market
conditions;
o statements regarding other factors that could affect our future operations
or financial position; and
o other statements that are not matters of historical fact.
These statements may be found under "Management's Discussion and Analysis
or Plan of Operations" and "Description of Business" as well as in this Form
10-KSB generally. Our ability to achieve our goals depends on many known and
unknown risks and uncertainties, including changes in general economic and
business conditions. These factors could cause our actual performance and
results to differ materially from those described or implied in forward-looking
statements.
These forward-looking statements speak only as of the date of this Form 10-KSB.
We believe it is in the best interest of our investors to use forward-looking
statements in discussing future events. However, we are not required to, and you
should not rely on us to, revise or update these statements or any factors that
may affect actual results, whether as a result of new information, future events
or otherwise. You should carefully review the risk factors described in other
documents we file from time to time with the Securities and Exchange Commission,
and also review the Quarterly Reports on Form 10-QSB to be filed by us in our
2004 fiscal year, which begins July 1, 2003 and ends June 30, 2004.
ITEM 2. DESCRIPTION OF PROPERTY
We occupy space provided by Assuretec Systems under our consulting
agreement with Dr. Reeves and his affiliate Robertson Financial Advisors LLC.
There is no specific allocation as to rental costs. AssureTec has entered into a
three-year lease of a building. The lease calls for monthly payments of $3,544.
This area, containing approximately 6,000 square feet of finished office, is
shared with our subsidiary Tech Ventures, Inc., AssureTec, and other affiliated
companies and several other affiliates of Dr. Reeves.
11
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings, our property is not
the subject ot a pending legal proceeding, and to the knowledge of our
management, no proceedings are presently contemplated against us by any federal,
state or local governmental agency.
Further, to the knowledge of our management, no director or executive
officer is party to any action in which any has an interest adverse to us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company prepared and mailed, on or about December 2, 2002, an
Information Statement on Schedule 14C notifying the Company shareholders that
the Company had obtained sufficient stockholder approval to change its name to
"Element 21 Golf Company" and to increase the number of authorized shares of
common stock to 100,000,000 from 50,000,000. The Company mailed additional
information regarding the Element 21 Acquisition to shareholders on or about
September 17, 2003. The Company intends to effect these actions on or about
October 15, 2003. No other matters were submitted to a vote of our security
holders during fiscal year ended June 30, 2003.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information
There has never been any established trading market for our shares of
common stock and there is no assurance that a trading market will develop. Our
common stock is presently quoted on the OTC Bulletin Board of the NASD under the
symbol "BRLN" as reflected below. No assurance can be given that any market for
our common stock will develop in the future or be maintained. If an established
trading market ever develops in the future, the sale of our common stock
pursuant to Rule 144 of the Securities and Exchange Commission, or otherwise, by
members of our management or others may have a substantial adverse impact on any
such market.
The range of high and low bid quotations for our common stock during each
of the nine quarters in the period ended September 30, 2003, is shown below.
Prices have not been adjusted to reflect the October 2002 stock dividend, and
are inter-dealer quotations as reported by the NQB, LLC, and do not necessarily
reflect transactions, retail markups, mark downs or commissions.
12
STOCK QUOTATIONS
BID
Quarter ended: High Low
September 30, 2001 $0.15 $0.15
December 31, 2001 $0.15 $0.15
March 31, 2002 $0.25 $0.25
June 30, 2002 $0.30 $0.30
September 30, 2002 $0.17 $0.15
December 31, 2002 $0.30 $0.05
March 31, 2003 $0.15 $0.03
June 30, 2003 $0.15 $0.03
September 30, 2003 $0.31 $0.04
Holders
The number of record holders of our common stock as of October 14, 2003 was
approximately 1,300; this number does not include an undetermined number of
stockholders whose shares are held in brokerage accounts or by other nominee
holders.
Dividends
We effected a two-for-one stock split in the form of a 100% stock dividend
on all our outstanding shares of common stock (including shares issued in
connection with the Acquisition) on the record date of October 4, 2002, which
also resulted in similar adjustments to all of our shares of common stock
underlying our outstanding options. Except as otherwise indicated herein, all
share and per share data reflected in this Annual Report has been retroactively
restated to reflect this dividend.
We also resolved to effect, by exemption from registration under the
Securities Act or by registration under the Securities Act, a spin-off of our
interests in Tech Ventures, Inc., a Delaware corporation ("Tech Ventures"), that
was formed as a wholly owned subsidiary on June 19, 2002, to hold substantially
all our assets and business that we owned prior to the closing of the Element 21
Acquisition, to our shareholders of record as of October 4, 2002 (excluding
shareholders who received shares of the Company's common stock in connection
with the Acquisition). The Company currently is preparing the documentation
necessary to implement this distribution.
All holders of shares and options issued or exchanged under the Element 21
Acquisition waived any right to the spun-off shares of Tech Ventures.
(b) Recent Sales of Unregistered Securities
We sold the following unregistered securities during the past three years.
All such sales and issuances were made pursuant to Section 4(2) of the
Securities Act of 1933 and pursuant to Regulation D promulgated thereunder. We
examined, to our satisfaction, representations or other information regarding
the sophistication of the investors and/or their relationships with the Company
as well as representation regarding the investor's investment intent in our
reliance on such exemptions.
13
Fiscal Year Ended June 30, 2001
Common Stock Issued for Number of Shares Sold CONSIDERATION
Services (1) 928,000 Services valued at
$46,400
Fiscal Year Ended June 30, 2002
Common Stock Issued for Number of Shares Sold CONSIDERATION
Services (2) 1,414,968 Services valued at
$134,822
Options Exercise (3) 500,000 $ 35,000
Subsidiary Exchange (4) 11,104,000 Shares of AssureTec
common stock
Fiscal Year Ended June 30, 2003
Common Stock Issued for Number of Shares Sold CONSIDERATION
Acquisition of subsidiary (5) 48,904,420 Shares of Element 21
stock
Services (6) 2,000,000 Services valued at
$120,000
(1) On January 30, 2001, 560,000 shares of common stock were issued to former
President Dr. Reeves in consideration for services rendered. On January 30,
2001, 40,000 shares of common stock were issued to Kevin McGuire in
consideration for services rendered. On January 30, 2001, 100,000 shares of
common stock were issued to Richard Schubert in consideration for services
rendered. On January 30, 2001, 100,000 shares of common stock were issued
to Richard Whitney in consideration for services rendered. On January 30,
2001, 128,000 shares were issued to the Company's legal counsel in
consideration for services rendered.
(2) On January 19, 2002, employees of AssureTec were issued 1,016,968 shares of
common stock in consideration of services rendered. On October 19, 2001,
318,000 shares of common stock were issued to the Company's legal counsel
in consideration of services rendered. On October 19, 2001, 80,000 shares
of common stock were issued to a consultant of the Company in consideration
of services rendered.
(3) As part of the AssureTec acquisition, on October 19, 2001, Dr. Bruce Reeves
and Kevin McGuire were granted options to purchase 450,000 and 50,000
shares of common stock, respectively. These options were granted with an
exercise price of $0.07 per share and were exercised in fiscal year 2002.
(4) Effective November 9, 2001, we acquired 100% of the outstanding common
stock of AssureTec Systems by issuing 6,354,000 shares of restricted common
stock and by converting options to acquire 4,750,000 shares of AssureTec
common stock into options to acquire 4,750,000 shares of the Company's
common stock. On April 1, 2002, we exchanged 2,852,000 shares of AssureTec
common stock for 5,704,000 shares of our common stock that had been issued
in connection with the AssureTec Acquisition from substantially all of the
founders and consultants from whom our interest in AssureTec was initially
acquired. In addition, options to acquire 4,750,000 shares of our common
stock then held by these individuals were cancelled.
14
(5) Pursuant to the Element 21 Acquisition a total of 42,472,420 shares of
restricted common stocks were issued on October 4. 2002. Additionally
6,432,000 options were issued to acquire 6,432,000 shares of the Company's
common stock at a price per share of $.001 until October 2, 2007.
(6) On June 10, 2003, 1,650,000 shares were issued to consultant R. Bruce
Reeves and 100,000 shares were issued to Kevin McGuire and 250,000 shares
were issued to John Lowy in consideration for services rendered in 2003.
This does not include the 6,432,000 option shares issued in connection with
the Element 21 Acquisition and an additional 4,601,708 shares to be issued
to consultants upon the Company amending its Certificate of Incorporation
to authorize an additional 50 million common shares. This increase has been
approved by the Board of Directors and Shareholders of the Company.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(a) Plan of Operations
Subject to raising the necessary additional funds, of which there can be no
assurance, the Company initially intends to introduce our scandium shafted
driver and similar metal headed woods built with our Element 21 shaft technology
through the production and airing of a program of infomercials to the general
public. The use of infomercials has been successful for a number of new golf
technology product roll-outs such as Taylor Made's Burner Bubble fairway woods,
Pure Spin Diamond Face Scoring Wedge, and Adams Golf Tight Lies clubs. Once the
infomercial is launched and subject to the Company's raising sufficient funds,
of which there can be no assurance, the Company expects to commence a program to
engage an experienced infomercial managing agent to oversee the production,
media purchase and follow-up fulfillment services for packaging, shipment and
account collection of the golf product activities. Golf industry infomercial
experience suggests that this infomercial approach generates initial cash flows
almost immediately and generates a slow but steady retail revenue component
independent of the continuing infomercial media response. The Company expects to
continue to invest in this infomercial approach for at least one year after its
initial product introduction followed by an increasing emphasis and support of
the retail product introduction. There can be no assurance that this product
introduction strategy will be successful. At the present time, the Company does
not have sufficient cash or binding cash commitments to implement its business
plan; however, management believes that it will be able to raise additional
funding to pursue the Company's business plan. There is no assurance that the
Company will be able to raise these funds.
(b) Management's Discussion and Analysis of Financial Condition and Results of
Operations
Effective as of December 31, 2000, we reduced our ownership interest in
Biorelease Technologies, Inc. ("BTI") from 92.5% to 15.9% through the transfer
of 76.6% of the shares we owned in BTI from the Company to an affiliate of Dr
Reeves in exchange for Dr. Reeves' indemnifying us from the liabilities of BTI.
During the fiscal years ended June 30, 2002 and 2001, BTI's operations were
minimal, as outlined in Note 1 to our Consolidated Financial Statements. The
value of the investment in BTI was reduced to $0 in fiscal year 2003.
In July 2001, we formed Advanced Conductor Technologies, Inc. ("ACT") and
I-JAM Entertainment, Inc. ("I-JAM") as wholly owned subsidiaries. These entities
were formed in anticipation of two specific identified merger and acquisition
transactions that were never consummated. These entities currently have no
material operations, no sources of revenue, and no business, all of which is
described in Note 1 to our Consolidated Financial Statements. The balance sheet
value of I-Jam was reduced to $0 and ACT is carried at a nominal par value in
the 2003 financial statements. In November, 2001, following our acquisition of
100% of AssureTec, we began reporting as a development stage enterprise. We
terminated this reporting basis effective April 1, 2002, upon the change in our
interest in AssureTec from a majority interest to a minority interest. At June
30, 2003 and 2002, our ownership interest in AssureTec was 34.2%. AssureTec is a
development stage company that has proprietary technologies in authenticating
documents used for identification and to prevent fraud and terrorism. It has
incurred research and development and general and administrative expenses, but
has limited revenues at this time. The management of AssureTec is currently
seeking to raise capital sufficient to fund its operations during its
development stage; it has not yet commenced its principal operations, has
limited working capital; and no current sources of revenue, also as outlined in
Note 1 to our Consolidated Financial Statements. As discussed elsewhere in this
Annual Report (see Item 5(b) above), the Company intends to distribute the
shares it owns in Tech Ventures to the shareholders of the Company who owned
shares on October 4, 2002.
15
In June 2002, we formed Tech Ventures at which time we transferred
substantially all of our assets, subject to certain liabilities, to Tech
Ventures, in exchange for both 100% of its outstanding common stock and its
assumption of substantially all of our liabilities. Tech Ventures has had no
operations or revenues independent of its investments in, AssureTec, ACT and
I-JAM, also as outlined in Note 1 to our Consolidated Financial Statements.
Fiscal 2003 Compared to Fiscal 2002
As further discussed in Note 1 to our Consolidated Financial Statements,
during the two years ended June 30, 2003 and 2002: (i) we consolidated BTI's
operations through December 31, 2000, and accounted for it on an equity basis
thereafter; (ii) we consolidated AssureTec's operations from the date of its
acquisition, November 9, 2001, through March 31, 2002 (the date of the change of
our ownership in AssureTec from a majority interest to a minority interest), and
accounted for it on an equity basis thereafter; and (iii) we consolidated
Element 21 Golf Company's operations from September 19, 2002 through June 30,
2003 and accounted for it on an equity basis thereafter.
During fiscal 2003, we had no revenues and no gross profits. General and
administrative expenses for the year were $1,010,189, primarily arising from
consulting, legal and accounting expenses related to the acquisition of Element
21. Research and development expenses of $2,445 were incurred in connection with
the purchase of the Element 21 technology. The loss from investments of $294,103
resulted from the equity basis treatment of the investments in certain of our
subsidiaries. Other income of $210,017 occurred as a result of the Element 21
Acquisition and covered related consulting, legal and operating expenses
associated with the Element 21 Acquisition under the terms of the Acquisition
agreement. Net loss for fiscal year ended June 30, 2003 was $1,096,720 as
compared with a net loss of $857,224 for the year ended June 30, 2002.
During fiscal 2002, we had no revenues and no gross profits. General and
administrative expenses for the year were $605,701, of which $134,822
represented compensation recorded on the issuance of common stock for services
performed by employees and consultants working for the benefit of AssureTec.
Research and development expenses during this period were $262,879, representing
activity at AssureTec. During fiscal 2002, we also recorded a loss from
investments of $1,644 from changes in activity within BTI that was accounted for
on an equity basis of accounting for all of fiscal 2002. We also recognized
other income of $13,000 during this period representing reimbursements of
expenses from a third party related to AssureTec activities during the period
from November 2001 through March 2002, and resulting in a loss of $857,224 for
fiscal year ended June 30, 2002.
As further discussed in Note 7 of our Consolidated Financial Statements,
during fiscal 2002, we recorded approximately $618,000 of losses associated with
our investment in AssureTec and our interest in AssureTec's operations
subsequent to its acquisition by us. This amount would not have been
significantly different had the acquisition of AssureTec occurred at the
beginning of fiscal 2002.
16
Liquidity and Capital Resources
From our inception and as of the date of this Annual Report, our primary
source of funds has been the proceeds from private offerings of our common stock
and the common stock of our subsidiaries and advances from affiliates of Dr.
Reeves and other consultants. The Company's need to obtain capital from outside
investors is expected to continue until we are able to achieve profitable
operations, if ever. There is no assurance that management will be successful in
fulfilling all or any elements of its plans. The failure to achieve these plans
will have a material adverse effect on our Company's financial position, results
of operations and ability to continue as a going concern. As noted in our
auditor's report dated October 14, 2003, there is substantial doubt about our
Company's ability to continue as a going concern.
New Accounting Pronouncements
Effective as of November 2001, with the acquisition of AssureTec we adopted
Statement of Financial Accounting Standards No. 141, "Business Combinations"
(SFAS 141). The statement requires the use of the purchase method of accounting,
requires the purchase price to be allocated to assets acquired and liabilities
assumed, including intangible assets and specifies the types of intangible
assets to be recorded.
Effective with the adoption of SFAS 141, we adopted SFAS 142 "Goodwill and
Other Intangible Assets." Under the terms of SFAS 142, goodwill and other
intangible assets that have indefinite lives are no longer amortized. Rather,
they are assessed for impairment at the date of adoption and then on an annual
basis. Intangible assets with finite lives continue to be amortized over such
lives.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which supersedes previous guidance
on financial accounting and reporting for the impairment or disposal of
long-lived assets and for segments of a business to be disposed of. Adoption of
SFAS No. 144 is required no later than the beginning of fiscal 2003. Management
does not expect the adoption of SFAS No. 144 to have a significant impact on our
Company's financial position or results of operations.
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 nullifies Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."
SFAS No. 146 requires that a liability be recognized for those costs only
when the liability is incurred, that is, when it meets the definition of a
liability in the FASB's conceptual framework. SFAS No. 146 also establishes fair
value as the objective for initial measurement of liabilities related to exit or
disposal activities. SFAS No. 146 is effective for exit or disposal activities
that are initiated after December 31, 2002, with earlier adoption encouraged.
Management does not expect the adoption of SFAS No. 146 will have a material
impact on our Company's financial position or results of operations.
17
Critical Accounting Policies and Estimates
The use of the following accounting policies, each of which are further
discussed in Note 1 of our Consolidated Financial Statements, had a significant
effect on our Company's Consolidated Financial Statements.
o Our Company's investment in Element 21 was accounted for on the
consolidated basis from September 19, 2002 through June 30, 2003. Pursuant
to FASB's issued SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets", the investment was impaired utilizing the equity
method of accounting.
o Our Company's investment in AssureTec was accounted for on the consolidated
basis through March 31, 2002, and on the equity method of accounting
thereafter.
o Our Company's Consolidated Financial Statements have been prepared on the
basis we will continue as a going concern.
The following estimates used in the preparation of our Company's
Consolidated Financial Statements had a significant effect on those statements.
o Our Company has established a reserve against our deferred tax asset
reducing the carrying value to $0 at June 30, 2003 and 2002.
o In fiscal 2002 it was determined that the related party receivable due from
AssureTec should be reserved against due to the development stage of
AssureTec. The carrying values of this receivable was reduced to $0 at June
30, 2002.
o
o
ITEM 7. FINANCIAL STATEMENTS
The financial statements and schedules that constitute Item 7 of this
Annual Report on Form 10-KSB are included in Item 13 below.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Item 8A CONTROLS AND PROCEDURES
We maintain "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15(d)-15(e)) designed to
ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the specified time periods. Our chief executive officer and
chief financial officer, with the participation of our management, have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of September 30, 2003. Based upon that evaluation,
the chief executive officer and chief financial officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic filings with the
Securities and Exchange Commission. During the fourth quarter of fiscal year
2003, there have been no changes in our internal control over financial
reporting that have materially affected or are reasonably likely to materially
affect our internal control over financial reporting.
18
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Identification of Directors and Executive Officers
The following table sets forth the names and the nature of all
positions and offices held by all directors and executive officers of our
Company for the fiscal year ended June 30, 2002 and to the date of this Annual
Report, and the period or periods during which each such director or executive
officer has served in his or her respective positions.
Name Age Position with the Company Date of Election or Designation
Nataliya Hearn, 36 President, CEO and Director October 4, 2002
Ph.D.
Jim Morin 54 Secretary, Treasurer, CFO and Director October 4, 2002
Gerald Enloe 55 Director October 4, 2002
Term of Office
The term of office of the current directors shall continue until the annual
meeting of our stockholders, which is scheduled in accordance with the direction
of the Board of Directors. The annual meeting of our Board of Directors
immediately follows the annual meeting of our stockholders, at which officers
for the coming year are elected.
Business Experience
Nataliya Hearn, Ph.D., P. Eng., is a Canadian citizen with a Ph.D. in Civil
Engineering from Cambridge University and is a registered professional engineer.
Dr. Hearn serves as President and CEO of the Company. Since 1999, Dr. Hearn has
been an Associate Professor at the University of Windsor and since 1994 has been
an Adjunct Professor at the University of Toronto. Dr. Hearn is currently a
Director of Magnesium Alloy Corporation, Director of New Product Development and
Marketing at Link-Pipe Inc., and Director of R&D at Materials Service Life LLC.
Dr. Hearn has considerable experience in technology transfer, evaluation, and
government/industry grants. Dr. Hearn's managing experience involves:
o evaluation, exploration and organization of Ukrainian gold deposits, by the
Canadian geologists together with the Ukrzoloto and Ashurst teams;
19
o management of teams for testing and evaluation of damaged concrete in
construction defects litigation in the USA; and
o management of concept development, implementation, financing and marketing
of new products in trenchless technology repair business.
Jim Morin of Mission Viejo, California, serves as Executive Vice President
of Product Development, Treasurer and Secretary of our Company. He has been
associated with the golf industry for the past 20 years. Mr. Morin is an owner
of, and since 1989 has been an officer of, Hyper Industries, a golf development
and marketing company. In his capacity with Hyper Industries, Mr. Morin has
worked with Tommy Armour, Cleveland, Echelon, Calloway, Cobra, McHenry Metals
Golf, Taylor Made, Lynx and other golf companies. Mr. Morin has extensive
experience in high performance golf alloys, design, testing and production of
clubs and shafts that will be of particular value to us in our planned
operations.
Gerald Enloe of Houston, Texas, serves as a Director and our Chairman of
our Board. Mr. Enloe has served as President and CEO of Houston Industrial
Materials, Inc. since 1991.
Family Relationships
There are no family relationships among the Directors and executive
officers named above.
Involvement in Certain Legal Proceedings
To the knowledge of management and during the past ten years, no present
director, person nominated to become a director, executive officer, promoter or
control person of the Company:
(1) Was a general partner or executive officer of any business by or
against which any bankruptcy petition was filed, whether at the time
of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of a
pending criminal proceeding (excluding traffic violations and other
minor offenses);
(3) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting his or her involvement in any type of business,
securities or banking activities;
(4) Was found by a court of competent jurisdiction in a civil action, the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated any federal or state securities law or
commodities law, and the judgment has not been subsequently reversed,
suspended, or vacated.
Audit Committee
Currently, the Board of Directors serves as the Company's audit committee.
Currently none of the Company's directors qualifies as a "financial expert"
pursuant to Item 401 of Regulation S-B. R. Bruce Reeves who does qualify as a
financial expert is available to the board as needed.
20
Compliance with Section 16(a) of the Exchange Act
The following reports on Forms 3, 4 or 5 were required to be filed by our
directors, executive officers, and 10% or greater stockholders under the rules
and regulations promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), on the
following dates; and as indicated, were filed later than required by the
applicable rules and regulations:
Description Number of
of Form or Required Filing Reportable
Name Schedule Date Filing Date Transactions
R. Bruce Reeves, Ph.D. 4 10/06/02 11/04/02 4
Kevin T. McGuire 4 10/06/02 11/04/02 4
Nataliya Hearn, Ph.D. 3 10/14/02 11/04/02 n/a
5 08/14/03 * 1
Gerald Enloe 3 10/14/02 11/04/02 n/a
5 08/14/03 * 1
Jim Morin 5 08/14/03 * 1
Tom Sawyer, Esq. 3 10/14/02 * n/a
Randy Renken, Esq. 3 10/14/02 11/04/02 n/a
Dimitry Sindalovsky 3 10/14/02 * n/a
Paul Whitton 3 10/14/02 * n/a
* Management believes that all these Forms or Schedules, to the extent
remaining un-filed as of the date of this Annual Report, will be filed no
later than 10 days from the date of this Annual Report.
Code of Ethics
The Company has not yet adopted a code of ethics for its principal executive
officer, principal financial officers, principal accounting officer or
controller due to the small number of executive officers involved with the
Company and due to the fact that the Company operates through strategic
consultants with no employees. The Board of Directors will continue to evaluate,
from time to time, whether a code of ethics should be developed and adopted.
ITEM 10. EXECUTIVE COMPENSATION
21
Summary Compensation Table
The following table sets forth the aggregate executive compensation paid by our
Company for services rendered during the periods indicated (each person is
referred to in this Item 10 as a "Named Executive Officer":
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Principal Years of
Position Periods Restricted LTIP
Ended $ $ Other Annual Stock Option/ Payouts All Other
Salary Bonus Compensation Awards $ SAR's # $ Compensation
Nataliya Hearn, Ph.D., 06/30/03 0 0 0 (1) 0 0 0 0
President, CEO and
Director
Jim Morin, Treasurer, 06/30/03 0 0 0 (1) 0 0 0 0
Secretary and Director
R. Bruce Reeves, Ph.D., 06/30/03 0 0 0 (2) 0 0 0 0
Past President, CEO and 06/30/02 0 0 0 (3) 0 0 0 0
Director
Kevin T. McGuire, Past 06/30/03 0 0 0 (2) 0 0 0 0
Treasurer/ Secretary 06/30/02 0 0 0 (3) 0 0 0 0
(1) Nataliya Hearn and Jim Morin serve as executive officers for the Company
without compensation. Ms. Hearn and Mr. Morin began serving as executive
officers for the Company on October 4, 2002.
(2) R. Bruce Reeves, Past President, and Kevin T. McGuire, past Treasurer, are
currently engaged as consultants to the Company. In consideration for their
services during fiscal 2003 they were awarded they were awarded 2,701,500
and 370,000 shares respectively. Of these shares, 1,650,000 and
100,000,respectively were issued at a value of $.06 per share. An
additional 250,000 shares were issued to the Company's legal counsel. The
remaining shares awarded will be issued when the Company files documents in
Delaware to increase its authorized number of shares of common stock from
50 million to 100 million. This increase has been approved by the Board of
Directors and Stockholders of the Company.
(3) Our past President, R. Bruce Reeves, and past Treasurer/Secretary, Kevin T.
McGuire, served our Company without salaried compensation. Messrs. Reeves
and McGuire resigned as executive officers on October 4, 2002. As part of
the AssureTec acquisition, they were granted options to purchase 450,000
and 50,000 shares, respectively, of our common stock. These options were
granted with an exercise price of $0.07 per share and were exercised in
fiscal year 2002.
(4) This table excludes 6,432,000 option shares issued by the Company in
connection with the Acquisition to the Company's consultants and also
excludes 4,601,708 additional consulting shares and options, neither of
which can be issued prior to the Company filing documents in the State of
Delaware to amend its Certificate of Incoporation to authorize an
additional 50,000,000 shares of common stock. This increase has been
approved by The Board of Directors and shareholders of the Company.
Except as indicated above, no cash compensation, deferred compensation or
long-term incentive plan awards were issued or granted to our Company's
management during the years ended June 30, 2003, or 2002, or the period ending
on the date of this Annual Report. Further, except as indicated above, no member
of our Company's management has been granted any option or stock appreciation
right; accordingly, no tables relating to such items have been included within
this Item.
22
Compensation Committee
The Company does not have any employees; and officers serve the Company
without compensation. When the Company determines that compensation for services
will commence, a Compensation Committee will be nominated. When the Committee on
Compensation and Management Development (the "Compensation Committee") convenes
it will consist of non-employees, and independent members of our Board of
Directors.
Compensation of Directors
There are no standard arrangements pursuant to which our Company's
directors are compensated for any services provided as director. No additional
amounts are payable to our Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of our Company's directors
was compensated during our Company's last completed fiscal year or the previous
two fiscal years for any service provided as a director except that during the
last fiscal year, former directors Richard Schubert and Richard Whitney were
each granted options to acquire 20,000 shares of the Company's common stock for
a price per share of $0.16 in consideration of services rendered.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be
received from our Company, with respect to any person named in the Summary
Compensation Table set out above which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of such person's employment with our Company or our subsidiaries, or
any change in control of our Company, or a change in the person's
responsibilities following a change in control of our Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth the beneficial owners of more than 5% of the
Company's outstanding voting common stock as of June 30, 2003:
23
At June 30, 2003
Name and Address of Number of Shares Percent of Common Stock
Beneficial Owner Beneficially Owned (1) Outstanding
Officers & Directors
Gerald Enloe, Director and Chairman 2,950,460 5.9%
PO Box 14391
Humble TX 77347
Nataliya Hearn, Ph.D., President, 4,900,000 9.8%
CEO and Director
3173 Sandwich Street, 37
Windsor, Ontario H3A P7S
Canada
Jim Morin, Vice President, -0- 0%
Secretary/Treasurer and Director
27672 Pasatiempo Drive
Mission Viejo, CA 92692
All Officers, Directors as a 7,850,460 15.7%
Group (3 Persons)
Beneficial owners of 5% or more of
common stock
Tom Sawyer, Esq., Stockholder 3,450,000 (2) 6.9%
1151 CR 325
Lexington, TX 78947
Randy Renken, Esq., Stockholder 4,455,396 (3) 8.9%
316 Main Street, Suite L
Humble, TX 77338
Dimitry Sindalovsky, Stockholder 4,455,396 8.9%
99 Harbour Square,
Suite 3106
Toronto, Ontario M5J 2H2
Paul Whitton, Stockholder 4,005,396(4) 8.0%
2415 Shakespeare #3
Houston, TX 77030
Total owned by Directors, 24,216,648 48.5%
Executive Officers and 5% or
greater shareholders:
(1) Except as indicated in the footnotes below, each person has sole voting and
dispositive power over the shares indicated. Percentages are based upon
49,906,220 shares issued and outstanding and no options are exercisable on
or before January 1, 2004 for the above named persons, as of the date
hereof.
(2) This table excludes 6,432,000 option shares issued originally by Element 21
to the Company's consultants assumed in the Acquisition and also excludes
4,601,708 additional consulting shares and options, neither of which can
be issued prior to the Company's filing amendments to its Certificate of
Incorporation in Delaware. The amendment has been approved by the Board of
Directors and Stockholders of the Company.
24
(3) Includes 2,655,396 shares owned by Profit Consultants, Inc., a consulting
company controlled by Mr. Renken.
(4) Includes 2,655,396 shares owned by Element 21, Inc., a privately held
company controlled by Mr. Whitton.
Changes in Control
As described in Part 1, Item 1(a) above, effective October 4, 2002, we
issued 42,472,420 shares of restricted common stock and options to acquire
6,432,000 shares of the Company's common stock for 100% of the outstanding
common stock of Element 21.
Prior to the Closing of the Acquisition, excluding shares underlying
options, none of which are exercisable prior to the Company filing an amended
Certificate of Incorporation, which amendment has been approved by the Board of
Directors and Shareholders of the Company, Dr. R. Bruce Reeves, our then
President and CEO, including the shares owned by Sandra J. Reeves, his wife,
beneficially owned 2,688,312 shares or 49.5% of our outstanding voting
securities. Immediately following the Acquisition, and also excluding shares
underlying outstanding options, none of which are not deemed to be owned by our
"affiliates," Dr. Reeves controlled 9.4% of our outstanding voting securities at
October 4, 2002. Currently, he owns less than 5% of our outstanding voting
securities. Dr. Reeves was the founding director of Element 21, and was
instrumental in its acquisition of the Element 21 golf technology. For these
services, he was issued 2,100,000 shares of restricted common stock of Element
21, and was granted options to acquire an additional 900,000 shares of common
stock for aggregate consideration of $900, payable in cash or services. All of
these Element 21 shares and options were exchanged for like shares and options
of our Company under the Element 21 Acquisition. None of the options of Dr.
Reeves could be exercised for a period of 120 days from the date of the
Acquisition. Dr. Reeves abstained from any voting on the Element 21 Acquisition.
Dr. Reeves is currently a consultant to our Company.
Also prior to our closing of the Acquisition, Richard F. Schubert, our
Chairman, Richard Whitney, one of our directors, R. Bruce Reeves, our President
and Kevin T. McGuire, our Secretary/Treasurer, respectively owned, 144,422
shares or approximately 2.6%; 131,564 shares or approximately 2.4%; 2,688,312
shares or approximately 49.5%; and 122,886 shares or approximately 2.3% of the
Company's issued and outstanding common stock.
Management and directors of our Company immediately following the
Acquisition resigned effective October 4, 2002, and designated the members of
management and directors and executive officers of Element 21 as directors and
executive officers of our Company who now hold all three seats on our Board of
Directors and currently comprise all of our officers.
Following the Acquisition, Dr. Nataliya Hearn, our new President and a
director, owned 4,950,000 shares or 10.2% of our outstanding voting securities;
and Gerald Enloe, a director and our Chairman, owned 2,950,460 shares or 6.15%
of our outstanding voting securities. Jim Morin, our third director and
Secretary/Treasurer, does not own any of our securities. These securities were
acquired in exchange for securities of Element 21 under the Acquisition. The
control of the present members of our management is based upon stock ownership
and their present respective positions with us, as directors and executive
officers. No loans of any kind were a part of the consideration for the
Acquisition, or any of the securities previously issued to the stockholders of
Element 21 that were exchanged under the Acquisition.
25
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others
Except as disclosed herein in the section "Recent Sales of Unregistered
Securities" or in the section "Changes of Control", there were no material
transactions, or series of similar transactions, during our last two fiscal
years, or any currently proposed transactions, or series of similar
transactions, to which we or any of our subsidiaries was or is to be a party, in
which the amount involved exceeded $60,000 and in which any director executive
officer, any security holder who is known to us to own of record or beneficially
more than 5% of any class of our common stock, or any member of the immediate
family of any of the foregoing persons, or any promoter had a material interest,
except as follows:
Prior to the Acquisition, Dr. Bruce Reeves, formerly CEO and Chairman of
the Company, and currently a consultant to the Company, beneficially owned
approximately 49.5% of the Company's outstanding common stock. Dr. Reeves
currently beneficially owns approximately 3.8% of the Company's outstanding
common stock.
The Company's wholly owned subsidiary Tech Ventures, Inc. owns 2,813,200
shares of AssureTec Systems, Inc. (approximately 34.2% of the outstanding shares
and approximately 16% of the fully diluted AssureTec shares). AssureTec Systems
is a Delaware company which was originally a wholly owned subsidiary of the
Company. Dr. Reeves currently serves as President and sole director of Tech
Ventures, Inc. Dr. Reeves also serves at Chairman and CEO of AssureTec Systems
and currently beneficially owns approximately 58.2% of AssureTec Systems and
under a three-year employment contract with AssureTec Systems, Dr. Reeves will
receive a salary of $162,000 per year, which is currently being accrued until
substantial profitability or capitalization occurs.
As of March 31, 2003, AssureTec Systems owes $947,238 to an entity owned by
Dr. Reeves and his family. Under an option agreement between Dr. Reeves and
AssureTec Systems, at the close of each quarter, any advances from Dr. Reeves
made to AssureTec Systems may be convertible into stock at the option of Dr.
Reeves at a price of $.25 per share. Upon its written request, AssureTec Systems
may "put" the conversion of the cumulative balance of advances made by Dr.
Reeves to him, forcing conversion of all balances owed to him into shares of
AssureTec's common stock at a price of $.20 per share. In the event AssureTec
Systems exercises its put to convert into stock amounts owed to Dr. Reeves, the
shares received by Dr. Reeves shall receive a preference on liquidation over the
common stockholders of AssureTec Systems. If Dr. Reeves exercises his option to
convert amounts owed to him by AssureTec into stock, this liquidation preference
shall not apply.
AssureTec Systems has entered into a three-year lease of the building where
both AssureTec Holdings and AssureTec Systems are located. The lease calls for
monthly payments of $3,544. The lease has been guaranteed by an entity
controlled by Dr. Reeves and his family.
NAME Shares to be issued Value of shares
Randy Renken, shareholder 2,416,667 $ 160,000
Dimitry Sindalovsky, shareholder 1,880,000 $ 124,000
26
These shares and other shares to security holders with less than 5%
ownership of our common stock and with values less than $60,000 will be issued
when the Company files documents in Delaware to increase the authorized number
of shares of its common stock from 50,000,000 to 100,000,000. This increase has
been approved by the Board of Directors and Stockholders of the Company.
6,432,000 of these additional shares result from the Acquisition and an
additional 4,601,708 shares result from additional consulting services performed
during the current fiscal year ending June 30, 2003.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits and index of exhibits.
The following is a complete list of Exhibits filed as part of this Form
10-KSB, which Exhibits are incorporated herein.
(a) Financial Statements
Independent Auditors Report....................................................F-1
Consolidated Balance Sheets at June 30, 2003 and 2002..........................F-2
Consolidated Statements of Operations for the Years Ended
June 30, 2003 and 2002..................................................F-3
Consolidated Statements of Changes in Stockholders'
Deficiency for the period from July 31, 1999
(Inception) through June 30, 2003.......................................F-4
Consolidated Statements of Cash Flows for the Years Ended
June 30, 2003 and 2002..................................................F-5
Notes to Financial Statements..................................................F-6
Exhibit No. Exhibit Description
---------- -------------------
2.1 Restated Element 21 Golf Agreement and Plan of
Reorganization dated September 19, 2002(1)
Schedule A Element 21 Golf Company 701
Shareholders(1)
Schedule B Stockholder Waiver(1)
Schedule C Technology Transfer
Agreement(1)
Schedule D Investment Letter(1)
Schedule E Element 21 Golf Disclosure
Statement(1)
Schedule F BRL Holdings Disclosure
Statement(1)
Schedule G BRL Holdings Certification(1)
Schedule H Element 21 Certification(1)
Schedule I Assignment and Indemnity
Agreement(1)
27
3i-1 Certificate of Incorporation of Company (2)
3i-2 Amendment to Certificate of Incorporation of Company(2)
3ii Bylaws(2)
10d 1992 Stock Option Plan(3)
10e 1992 Directors' Stock Option Plan (3)
16 Letter of change in certifying accountant (4)
21 Subsidiaries of the Registrant. Filed herewith.
23 Consent of Stephen A. Diamond. Filed herewith.
31 Rule 13a-14(a)/15a-14(a) Certifications of Chief Executive
Officer and Chief Financial Officer. Filed herewith.
32 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Filed herewith.
---------------------------
(1) Incorporated by reference to the Company's Amended Current Report on Form
8-K/A, filed on November 6, 2002.
(2) Incorporated by reference to the Company's Registration Statement on Form
S-1, as amended, file No. 33-43976 filed on November 14, 1991.
(3) Previously filed as an Exhibit to the Company's Form 10-K for the year
ended June 30, 1992 filed with the Commission on September 28, 1992, file
No. 0-15260, and, by this reference, incorporated herein.
(4) Incorporated by reference to the Company's Form 8-K filed on November 20,
2002.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the fourth quarter of 2003.
A report on Form 8-K/A-2 dated October 2, 2002 was filed with the Securities and
Exchange Commission on September 19, 2003 to provide supplemental information
regarding the Element 21 Acquisition.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
Stephen A. Diamond, Chartered Accountant, the Company's principal accountants
("Stephen A. Diamond"), billed the Company $10,000 for the year ended June 30,
2003 for the audit of the Company's annual financial statements and review of
financial statements included in the Company's Forms 10-QSB and services
normally provided by Stephen A. Diamond in connection with statutory and
regulatory filings or engagements for fiscal years 2003 and 2002. These are the
only services provided by Mr. Diamond for the Company.
28
Audit Committee Pre-Approval Policies
The Board of Directors, which is performing the equivalent functions of an audit
committee, currently does not have any pre-approval policies or procedures
concerning services performed by Stephen A. Diamond. All the services performed
by Stephen A. Diamond that are described above were pre-approved by the Board of
Directors. Less than 50% of the hours expended on Stephen A. Diamond's
engagement to audit the Company's financial statements for the fiscal years
ended June 30, 2003 and 2002 were attributed to work performed by persons other
than Stephen A. Diamond's full-time, permanent employees.
29
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: October 14, 2003 By: /s/ Nataliya Hearn
---------------------------
Nataliya Hearn, Ph.D.
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
BRL HOLDINGS, INC.
Date: October 14, 2003 By: /s/Nataliya Hearn
------------------------
Nataliya Hearn, Ph.D.
President and Director
Date: October 14, 2003 By: /s/ Gerald Enloe
------------------------
Gerald Enloe
Director
Date: October 14, 2003 By /s/ Jim Morin
-----------------------
Jim Morin
Secretary/Treasurer,
CFO and Director
30
BRL HOLDINGS, INC.
FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
INDEPENDENT AUDITORS' REPORT
To: The Board of Directors and Shareholders of
BRL Holdings, Inc.;
I have audited the accompanying consolidated balance sheet of BRL Holdings, Inc.
(formerly Biorelease Corp.) and subsidiaries as of June 30, 2003 and 2002 and
the related consolidated statements of operations, changes in stockholders'
deficit, and cash flows for the years ended June 30, 2003 and 2002.These
consolidated financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these consolidated
financial statements based on my audits.
I conducted my audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that our audits provide a reasonable
basis for our opinion.
In my opinion, the consolidated financial statements referred to above, present
fairly, in all material respects, the consolidated financial position of BRL
Holdings, Inc. as of June 30, 2003 and the results of their consolidated
operations and their cash flows for the years ended June 30, 2003 and 2002, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, as of June 30, 2003, the Company has negative
working capital of $812,059, an accumulated deficit of $9,134,539 and a total
stockholders' deficit of $809,342 and for the year ended June 30, 2003 incurred
a net loss of $1,096,720, all of which raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Toronto, Ontario, Canada Stephen A. Diamond
October 14, 2003 Chartered Accountant
F-1
BRL HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEET
JUNE 30,
ASSETS
2003 2002
---- ----
Current assets
Cash $ 89 $ 1,148
Accounts and notes receivable 19,500
Prepaid expenses - 1,050
---------- -----------
Total current assets 19,589 2,198
Other assets:
Investments 2,717 -
---------- -----------
Total assets $ 22,306 $ 2,198
========== ===========
See notes to consolidated financial statments
F-2
BRL HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEET
JUNE 30,
LIABILITIES AND STOCKHOLDERS' DEFICIT
2003 2002
---- ----
Current liabilities
Accounts payable $ 252,190 $ 8,814
Loans payable 20,687 20,687
Accrued expenses 558,771 5,000
---------- ----------
Total current liabilities 831,648 34,501
---------- ----------
Commitments (Note 4) - -
Stockholders' deficit
Preferred stock of $.10 per share value, authorized 5,000,000
shares, no shares issued and outstanding at - -
Common stock of $.01 par value; 50,000,000 shares authorized
49,906,220 and 5,433,800 shares issued and outstanding
at June 30, 2003 and 2002, respectively 499,062 54,338
Additional paid-in capital 7,826,135 7,956,081
Development stage accumulated deficit (1,032,390) -
Accumulated deficit prior to development stage (8,102,149) (8,042,722)
---------- ----------
Total stockholders' deficit (809,342) (32,303)
---------- ----------
Total liabilities and stockholders' deficit $ 22,306 $ 2,198
========== ==========
See notes to consolidated financial statements.
F-3
BRL HOLDINGS, INC
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002 AND FROM
INCEPTION (SEPTEMBER 17, 2002) THROUGH JUNE 30, 2003
From
inception
(September
17, 2002) to
2003 2002 June 30, 2003
---- ---- -------------
Revenues
Sales $ - $ - $ -
---------- ---------- ----------
Cost of revenues - - -
---------- ---------- ----------
Gross profit - - -
---------- ---------- ----------
Costs and expenses
General and administrative 1,010,189 605,701 857,399
Research and development 2,445 262,879 2,445
---------- ---------- ----------
Total costs and expenses 1,012,634 868,580 859,844
---------- ---------- ----------
Loss from operations (1,012,634) (868,580) (859,844)
---------- ---------- ----------
Other income (expense)
Income (loss) from investee - (1,644) -
Loss from investments (294,103) - (294,103)
Other income 210,017 13,000 210,017
---------- ---------- ----------
Other income (expense), net (84,086) 11,356 (84,086)
---------- ---------- ----------
Loss before provision for income taxes (1,096,720) (857,224) (943,930)
Provision for income taxes - - -
---------- ---------- ----------
Net Loss $ (1,096,720) $ (857,224) $ (943,930)
============ ========== ==========
Basic and diluted weighted average shares 14,899,436 6,725,982 14,899,436
----------- --------- ----------
Basic and diluted loss per share $ (0.07) $ (0.13) $ (0.06)
============ ========== ==========
See notes to consolidated financial statements.
F-4
BRL HOLDINGS, INC
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
YEARS ENDED JUNE 30, 2003 AND 2002
Accumulated
Development deficit Total
Common Additional Stage prior to Stockholders'
Common Stock Paid- in Accumulated development Equity
Stock Shares Amount Capital Deficit stage (Deficit)
------------ ------ ------- ------- ----------- ---------
Balance, June 30, 2001 2,867,878 $ 14,339 $ 7,137,282 $ (7,158,329) $ - $ (6,708)
Rounding adjustment from
reverse stock split 954 5 (5) -
Issuance of common
stock for services 1,414,968 7,075 127,747 134,822
Exercise of common
stock options 500,000 2,500 32,500 35,000
Issuance of common stock
to acquire stock of subsidiary 6,354,000 31,770 498,230 530,000
Company shares received and
retired as consideration for
sale of interest in subsidiary (5,704,000) (28,520) 28,520 -
Net effect of subsidiary
transaction (Note 1) - - 131,807 131,807
Stock split in the
form of a dividend (Note 1) 27,169 (27,169) -
Net loss - - - (857,224) (857,224)
---------- --------- --------- ---------- --------- ---------
Balance, June 30, 2002 5,433,800 54,338 7,956,081 $ (8,042,722) $ - $ (32,303)
Issuance of common stock to
acquire stock of subsidiary 42,472,420 424,724 (212,362) 212,362
Issuance of common
stock for services 2,000,000 20,000 (18,800) 1,200
Net effect of subsidiary
transaction (Note 1) 101,216 4,903 106,119
Accumulated deficit
prior to development stage 8,107,052 (8,107,052) -
Net loss - - - (1,096,720) - (1,096,720)
---------- --------- ----------- ------------ ---------- ----------
Balance, June 30, 2003 49,906,220 499,062 $ 7,826,135 $ (1,032,390) (8,102,149) $ (809,342)
========== ========= =========== ============ ========== ==========
See notes to consolidated financial statements.
F-5
BRL HOLDINGS, INC
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2003 AND 2002
Inception (September 17,
2003 2002 2002) to June 30, 2003
---- ---- -----------------------
Cash flows from operating activities
Net loss $ (1,096,720) $ (857,224) $ (943,930)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities
Depreciation and amortization - 110,813 -
Net effect of subsidiary transactions 106,119 131,807 105,581
Income (loss) from investee - 1,644 -
Common stock issued in acquisition of subsidiary 212,362 - 212,362
Common stock issued in exchange for services rendered 1,200 134,822 1,200
Write off of subsidiary investment due to
conversion to equity method accounting - 423,925 -
Provision for uncollectable note receivable - 13,624 -
(Increase) decrease in
Prepaid expenses and other current assets 1,050 (70) 525
Other receivables (19,500) - (132,704)
Increase (decrease) in
Accounts payable 243,376 4,139 207,107
Other liabilities-related party - (10,124) -
Accrued expenses 553,771 26,986 552,271
-------- ------ -------
Net cash provided by (used in) operating activities 1,658 (19,658) 2,412
------- -----
Cash flow from investing activities
Notes receivable - - -
Investment (2,717) - (2,717)
-------- ------- -------
Net cash used in investing activities (2,717) - (2,717)
-------- ------- -------
Cash flows from financing activities
Due to related party - 20,687 -
-------- ------- -------
Net cash provided from financing activities - 20,687 -
-------- ------- -------
Net increase (decrease) in cash (1,059) 1,029 (305)
Cash, beginning of year 1,148 119 394
-------- ------- -------
Cash, end of year $ 89 $ 1,148 $ 89
======== ======= =======
See notes to consolidated financial statements.
F-6
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
1.Organization and Summary of Significant Accounting Policies
-----------------------------------------------------------
Reporting Entity
----------------
The financial statements and related notes have been prepared from the
books and records of BRL Holdings, Inc., (the "Company" or "BRL" formerly
Biorelease Corp or Biorelease). In September of 2002, the Company
acquired Element 21 Golf Company (Element 21) under an Amended and
Restated Agreement (the "Agreement") wherein BRL issued 42,472,420 shares
of its common stock to shareholders of Element 21 and assumes Element
21's obligations under option agreements allowing for the purchase of
6,432,000 additional shares of common stock. Element 21 is a development
stage company recently formed to design, develop and market scandium
alloy golf clubs. This acquisition is accounted for as a reverse
acquisition using the purchase method of accounting, as the shareholders
of Element 21 will control the Company immediately following the
acquisition.
Dr. R. Bruce Reeves, President of the Company and the Company's Treasurer
owned approximately 8% of Element 21 prior to the Agreement.
Immediately following the closing of the Element 21 acquisition the
Company declared: 1) a 2 for 1 split of its common stock effected in the
form of a dividend and 2) a dividend of 100% of its ownership of TVI and
ACT which collectively represent substantially all of the Company's
assets prior to its acquisition of Element 21 (the "Spin-Off") and the
Officers and Directors immediately prior to the acquisition resigned. The
stockholders who received common stock in connection with the Element 21
acquisition will receive the stock dividend, but have waived their rights
to receive distributions associated with the planned Spin-Off. The
Spin-Off will only occur after the compliance with Security and Exchange
Commission regulations.
As of the consummation of these transactions and events, the reporting
entity will consist of the operations of Element 21.
Organization and Basis of Presentation
--------------------------------------
The Company has investments in several entities all of which are
discussed below. Prior to the Company's investment in Element 21 Golf
Company, the Company had no operations and revenues independent of these
investments. In November 2001, following The Company's acquisition of
100% AssureTec Systems, Inc. ("AssureTec"), the Company began reporting
as a development stage enterprise. The Company terminated this reporting
basis effective April of 2002 upon the divestiture of a majority interest
in that entity. Upon the closing of the Element 21 acquisition, the
Company resumed reporting as a development stage enterprise.
In May of 2001, the Company declared a reverse split of the then
outstanding common stock of the Company on a one-for-12.5 basis. This
split has been reflected retroactively in the accompanying financial
statements and accordingly all share and per share amounts have been
restated.
F-7
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
1.Summary of Significant Accounting Policies - Continued
------------------------------------------
Organization and Basis of Presentation- continued
-------------------------------------------------
In July of 2001 the Company formed Advanced Conductor Technologies, Inc
("ACT") and I-JAM Entertainment, Inc. (I-JAM) as wholly owned
subsidiaries. These entities were formed in anticipation of certain
merger and acquisition transactions, which were never consummated. These
entities currently have no operating business and no sources of revenue.
The investment in I-Jam was charged off to operations in 2003.
In November 2001, the Company issued 6,354,000 shares of its common stock
under an Acquisition Agreement (the "Acquisition") with AssureTec wherein
the Company received 100% of AssureTec's common stock. Effective April 1,
2002 the Company repurchased 5,704,000 shares of its common stock issued
in connection with the Acquisition from founding stockholders of
AssureTec in exchange for a like number of AssureTec common stock held by
the Company. As a result of these transactions and the issuance of
additional shares of AssureTec to employees on the exercise of stock
options the Company's ownership fell to 34.2 % of AssureTec as of June
30, 2002. Immediately prior to the Acquisition Dr. Reeves and his
Affiliates owned 48.5% of AssureTec.
During the period from the date of the Acquisition through March 31, 2002
the Company's financial statements included those of AssureTec on a
consolidated basis. Beginning April 1, 2002, the Company adopted the
equity method of accounting for its investment in AssureTec. The equity
method was adopted in recognition of the reduction of its ownership
interest below 50%. Upon adopting the Equity method of accounting, the
Company recorded an adjustment in Additional Paid In Capital, in fiscal
year 2002, in the amount of $131,807 representing the excess of the
losses of AssureTec recorded prior to adopting this method over the
Company's net unamortized cost of its investments. This adjustment is
reflected as "Net effect of subsidiary transaction" in the accompanying
Statement of Changes in Stockholders Deficit. As further discussed in
Note 7 the Company has recorded approximately $618,000 of losses
associated with its investment in AssureTec and its interest in
AssureTec's operations subsequent to the Company's acquisition. This
amount would not have been significantly different had the acquisition of
AssureTec occurred at the beginning of fiscal 2002. AssureTec was formed
shortly before its acquisition by the Company and, accordingly, there
would have been no effect on the Company's statement of operations for
the fiscal year ended June 30, 2001.
In June of 2002, the Company formed Tech Ventures, Inc., ("TVI") to which
it transferred substantially all of the Company's assets in exchange for
the assumption by TVI of substantially all of the Company's liabilities
and an indemnity in favor of the Company. The Company's financial
statements included those of TVI on a consolidated basis.
In October of 2002, the Company declared a 2 for 1 stock split in the
form of a stock dividend. This has been reflected retroactively in the
accompanying financial statements and accordingly all share and per share
amounts have been restated.
F-8
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
1.Summary of Significant Accounting Policies - Continued
------------------------------------------
Organization and Basis of Presentation- continued
-------------------------------------------------
In 2003, the Company recorded an adjustment in Additional Paid In Capital
in the amount of $106,119 representing the excess of the losses of ACT,
I-Jam, TVI and Element 21 prior to adopting the equity method of
accounting. This adjustment is reflected as "Net effect of subsidiary
transaction" in the accompanying Statement of Changes in Stockholders
Deficit.
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the accounts
of the company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Equity Method Accounting
------------------------
The Company uses the equity method of accounting for all unconsolidated
subsidiaries when management determines it has the ability to exercise
significant influence over the subsidiary. Accordingly, the recognition
of net losses will be discontinued when the net losses exceed the
Company's investment and funding commitment to that subsidiary. Net
income from that subsidiary will be recognized after the subsidiary's net
income exceeds the Company's investment and funding commitment in that
subsidiary.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
F-9
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
1.Summary of Significant Accounting Policies - Continued
------------------------------------------
Future Operations/Going Concern
-------------------------------
These financial statements have been presented on the basis that the
Company is a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As
discussed earlier, the Company has no business operations of its own and
has no sources of revenue. Its investment in its subsidiaries is not
expected to produce a significant amount of cash or revenue for the
Company. Further, as of June 20, 2003, the Company has negative working
capital of $812,,059, an accumulated deficit of $9,134,539 and a total
stockholders' deficit of $809,342 and for the year ended June 30, 2003
incurred a net loss of $1,096,720, all of which raise substantial doubt
about the Company's ability to continue as a going concern.
Managements' plans for the Company include securing a merger or
acquisition, raising additional capital and other strategies designed to
optimize shareholder values. Those plans are described below, however, no
assurance can be made that management will be successful in fulfilling
all elements of it plan. The failure to achieve these plans will have a
material adverse effect on the Company's financial position, results of
operations and ability to continue as a going concern.
In October of 2002, the Company acquired Element 21 Golf Company
("Element 21"), a development stage company recently formed to design,
develop and market scandium alloy golf clubs. This acquisition will be
accounted for as a reverse acquisition using the purchase method of
accounting, as the shareholders of Element 21 will control the Company
immediately following the acquisition. Consequently, as of the
acquisition date the reporting entity will consist of the operations of
Element 21. Element 21 had not yet commenced its principal operations.
Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments consist of cash, short-term
receivables and payables. The carrying value of all instruments
approximates their fair value.
Revenue recognition
-------------------
Revenues from product sales are recognized when title passes to
customers, which is when goods are shipped.
F-10
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
1.Summary of Significant Accounting Policies - Continued
------------------------------------------
Stock-Based Compensation
------------------------
Statements of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS No. 123) establishes a fair value
method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from
non-employees in exchange for equity instruments. SFAS 123 also
encourages, but does not require companies to record compensation cost
for stock-based employee compensation. The Company has chosen to
continue to account for stock-based compensation utilizing the
intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees".
Accordingly, compensation cost for stock options is measured as the
excess, if any, of the fair market price of the Company's stock at the
date of grant over the amount an employee must pay to acquire the
stock.
Income Taxes
------------
Deferred income taxes are recognized for the tax consequences in future
years for differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end based on enacted tax
laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances
are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense is the tax payable for
the period and the change during the period of deferred tax assets and
liabilities.
F-11
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
1.Summary of Significant Accounting Policies - Continued
------------------------------------------
Loss Per Common Share
---------------------
Loss per common share is computed using the weighted-average number of
common shares outstanding during each period. Effective October 2002, the
Company declared a two for one stock dividend. The stock dividend was
retroactively calculated for the loss per share for fiscal year ended
June 30, 2002. Options to purchase 190,800 shares of common stock
outstanding as of June 30, 2003 and 2002, respectively are not included
in the Company's computation of loss per share for the periods included
in the accompanying financial statements, as the inclusion of these
shares would be anti-dilutive; therefore, diluted loss per share is equal
to basic loss per share.
As of June 30, the net loss per share was calculated as follows:
2002 2001
---- -----
Net loss $ (1,096,720) $ (857,224)
Weighted Average Shares 14,899,436 6,725,982
------------ ------------
Basic and diluted loss per share $ (0.07) $ (0.13)
============ ============
New Accounting Pronouncements
-----------------------------
In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which supersedes previous
guidance on financial accounting and reporting for the impairment or
disposal of long-lived assets and for segments of a business to be
disposed of. Adoption of SFAS No. 144 is required no later than the
beginning of fiscal 2003. Management does not expect the adoption of SFAS
No. 144 to have a significant impact on the Company's financial position
or results of operations.
In July 2002 the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 nullifies
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)."
SFAS No. 146 requires that a liability be recognized for those costs only
when the liability is incurred, that is, when it meets the definition of
a liability in the FASB's conceptual framework. SFAS No. 146 also
establishes fair value as the objective for initial measurement of
liabilities related to exit or disposal activities. SFAS No. 146 is
effective for exit or disposal activities that are initiated after
December 31, 2002, with earlier adoption encouraged. Management does not
expect the adoption of SFAS No. 146 will have a material impact on the
company's financial position or results of operations.
F-12
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
2. Accounts and note receivable
----------------------------
The Company has a note receivable from a former merger candidate. The
principal amount of the note is $13,624 and bears interest at 12%. The
note is unsecured, but is personally guaranteed by the president
of the merger candidate. The note was due June 24, 2001 and then extended
until December 31, 2001. During fiscal 2002 the Company recorded a
valuation reserve against this asset equal to the entire amount due.
The Company's subsidiary, Tech Ventures, Inc. has a loan receivable from
Assuretec in the amount of $113,968. It bears no interest, is unsecured
and due upon demand. During fiscal year 2002 Tech Ventures recorded a
valuation reserve against this asset equal to the entire amount.
3. Equipment
---------
Equipment consisted of the following as of June 30
2003 2002
---- ----
Equipment $ - $ 9,185
Furniture and fixtures - -
-------- ---------
- 9,185
Less accumulated depreciation ( -) (9,185)
-------- ---------
$ - -
======== =========
There was no depreciation expense for the year ended June 30, 2003 and 2002.
4. Commitments
-----------
The Company has had no leased premises since 1997. Through June 30, 2002
the Company was provided office space by R T Robertson Consultants, a
related party, without charge. Effective July 1, 2002, the Company is
occupying space provided by AssureTec. The Company expects to maintain
its offices in this location without charge. The estimated fair value of
the space utilized by the company is not significant.
F-13
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
5. Income Taxes
------------
The Company has not filed federal or state tax returns for any of the
calendar years subsequent to December 31, 1993. Management expects there
will be no federal tax liability for these years then ended.
The net current and long-term deferred taxes consisted of the following
components as of June 30:
2003 Tax Effect
_______________________________________
Asset Liability
----------------------------- -------------------------
Item Total Current Long-Term Current Long-Term
---- ----- ------- ---------- --------- ----------
Book to tax adjustment $ 100,837 $ - $ - $ 100,837 $ -
Net operating loss deduction 711,264 - 711,264 - -
--------- ------- ---------- --------- ----------
812,101 - 711,264 100,837 -
Valuation allowance (812,101) ( -) (711,264) (100,837) -
--------- ------- ---------- --------- ----------
$ - $ - $ - $ - $ -
========= ======= ========== ========= ==========
2002 Tax Effect
_______________________________________
Asset Liability
----------------------------- -------------------------
Item Total Current Long-Term Current Long-Term
---- ----- ------- ---------- --------- ----------
Book to tax adjustment $ (4,172) $ - $ - $ (4,172) $ -
Net operating loss deduction 550,180 - 550,180 - -
--------- ------- ---------- --------- ----------
546,008 - 550,180 (4,172) -
Valuation allowance (546,008) - (550,180) 4,172 -
--------- ------- ---------- --------- ----------
$ - $ - $ - $ - $ -
========= ======= ========== ========= ==========
Changes in the valuation
allowance were as follows:
Balance June, 30, 2001 $ 425,758
Net increase 120,250
---------
Balance June 30, 2002 546,008
Net increase 266,093
---------
Balance June 30, 2003 $ 812,101
=========
A valuation allowance equivalent to 100% of the deferred tax asset has
been established since it is more probable than not that the Company will
not be able to recognize a tax benefit for the asset. The net operating
losses expire at various dates through 2023.
F-14
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
6. Equity
------
As of June 30, 2002 there are two stock option plans in effect, the 1992
Directors' Stock Option Plan (Directors' Plan) and the 1992 Stock Option
Plan (Option Plan). The Directors' Plan allows for the grant of options
to purchase up to 250,000 shares of the Company's common stock at an
exercise price no less than the stock market price at the date of grant.
Options granted under this Plan vest immediately and expire 10 years from
the date of grant. The Option Plan allows for the grant of options to
employees purchase up to 10% of the issued and outstanding shares of the
Company, not to exceed 1,000,000 shares, at an exercise price equal to
the stocks market price at the date of grant. The Board sets Vesting and
expiration dates.
During fiscal 2002, Dr. Reeves the Company's President and a consultant
who serves as the Company's Treasurer were granted options to purchase up
to 450,000 and 50,000 shares of common stock, respectively at an exercise
price of $.07. In March 2002 these options were exercised.
During Fiscal 2003, The Company, under the terms of the Element 21
agreement, is obligated to issue 6,432,000 shares of common stock, at no
value, upon the exercised of a like number of options. In addition, the
Company has authorized the issuance of 5,963,167 shares of common stock
for services rendered by consultants to the Company during 2003 at prices
ranging from $.06 to $.10 per share. Consulting services, pursuant to
these shares, in the aggregate of $486,396 were charged to operations in
2003. In June 2003, 2,000,000 of these shares were issued at an average
exercise price of .0006 per share.
A summary of the Company's stock option plans as of June 30, 2003 and
2002 and changes during the year are presented below:
Options Granted to
Director Plan Option Plan Service Providers
---------------------- ----------------------- --------------------
Weighted Weighted Weighted
Number Average Number Average Number Average
of Exercise of Exercise of Exercise
Options Price Options Price Options Price
------- --------- --------- -------- ------- ---------
Options outstanding, June 30, 2000 22,000 $ 17.19 $ 226,100 $ 4.32
Options Granted September 30, 2000 3,200 .625 -
Options expired June 30, 2001 - (29,184) 4.32
-------- --------
Options outstanding June 30, 2001 25,200 8.63 196,916 4.32
Options granted September 2001 40,000 .16
Options granted October 2001 500,000 .07
Options exercised March 2002 (500,000) .07
Options expired June 30, 2002 - - - (71,316) 4.32
-------- --------- ------- --------
Options outstanding June 30, 2002 65,200 $ 5.90 $ 0 $ - 125,600 $ 4.32
Options expired June 30, 2003 (8,000) (94,800) 4.32
-------- -------- --------
Options outstanding June 30, 2003 57200 $ 5.90 0 $ - 30,800 $ 4.32
======== ========== ======== ======= ======== ========
As of June 30, 2003, all outstanding options are currently exercisable.
The range of exercise prices is $.17 to $37.50 as of June 30, 2003 and
2002, respectively. The weighted average remaining contractual life of
options outstanding under the director plan and those granted to service
providers was 6.3 years and 0.8 years respectively at June 30, 2003 and
2002.
F-15
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
6. Equity - continued
------------------
The weighted average fair value of the options granted during the years
ended June 30, 2003 and 2002 is presented below:
2003 2002
---- ----
Director Plan N/A $0.17
Option Plan N/A $0.06
Options granted to service providers N/A N/A
At June 30, 2002 shares available for grant under the Directors Plan and
the Option Plan were 211,000 shares and 21,690, respectively. Both of
these plans expired in September 2002 and there are no shares available
at June 30, 2003 under either of these plans.
During fiscal 2003 and 2002, the Company issued 2,000,000 and 1,414,968
shares of common stock to Directors, officers, consultants and the
Company's legal counsel for services rendered by them and recorded
expenses of $1,200 and $134,822, respectively.
7. Investment in subsidiaries
--------------------------
As discussed in Note 1 to the accompanying financial statements, in
November of 2001, the Company acquired AssureTec. This transaction was
accounted for as a purchase. The Company recorded its investment in this
entity at $530,000, the fair market value of the Company's shares issued
in the transaction. The purchase price was allocated to the following
assets:
Uncompleted technology $ 92,500
Non-compete agreements 370,000
Developed software 60,000
Patent costs 7,500
-----
$530,000
During fiscal 2002 the Company reduced this investment by approximately
$200,000 representing the value assigned to the uncompleted technology
and amortization of the intangibles assets acquired in the transaction
and recorded approximately $418,000 of losses associated with AssureTec's
operations. During fiscal 2002 the Company also paid approximately
$126,000 of expenses on behalf of AssureTec. These amounts were recorded
as a receivable from AssureTec. The Company recorded a valuation reserve
against this asset equal to the entire amount due.
F-16
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
7. Investment in subsidiaries - continued
-------------------------------------
A summary of the unaudited balance sheet and statement of operations as
of and for the period ended June 30, 2003 and 2002 are as follows:
2003 2002
---- ----
Assets $ 74,426 $ 34,848
Liabilities 3,261,036 839,213
---------- --------
Stockholders' deficit $ (3,186,610) $ (804,365)
========== ========
Revenues $ 15,562 $ 0
Expenses and costs, net 2,473,204 804,369
---------- --------
Net loss $ (2,757,642) $ (804,369)
=========== ========
As also discussed in Note 1 to the accompanying financial statements, the
Company has an investment in TVI and ACT. TVI, a subsidiary of BRL has an
investment in AssureTec. The investments in AssureTec, BTI and I-JAM are
accounted for under the equity method of accounting whereas the financial
statements of the other subsidiaries are consolidated with those of the Company
8. Cash Flow Information
---------------------
For the years ended June 30,
2003 2002
---- ----
Cash paid for interest $ 0 $ 0
Cash paid for taxes 0 0
Non-cash investing and financing activities were as follows:
Liabilities repaid through an offset of the proceeds from the
exercise of stock options $ 0 $ 35,000
Liabilities repaid through issuance of common stock $ 1,200 $ 0
Common stock issued in acquisition of subsidiary $ 212,362 $ 530,000
F-17
BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
9. Related Party Transactions
--------------------------
Since April of 1996, the Company engaged R T Robertson Consultants, a consulting
firm, controlled by family members of Dr. R. Bruce Reeves, to perform the
executive duties of the Company without specific compensation. Mr. Reeves was a
member of the Board of Directors, President, and Chief Executive Officer of the
Company until October 4, 2002. In this capacity and as an employee of the
consulting firm Dr. Reeves manages ongoing business activities of the Company.
During fiscal year end June 30, 2003 Robertson charged $135,000 in
administrative management oversight plus 9,449. in billable expenses to the
Company and its subsidiaries. No amounts were owed to Robertson at June 30,
2002.
Dr. Reeves, his Affiliates and other Officers and Directors of the Company owned
approximately 8% of Element 21 Golf Company and approximately 48.5% of AssureTec
(see Note 1) immediately prior their acquisition by the Company. At June 30,
2003, Dr, Reeves, his affiliates and Officers and Directors of the Company owned
approximately 26.8% of the Company's outstanding common stock.
10. Subsequent Events
-----------------
Subsequent to yearend 2003, the Company will change its name to Element 21 Golf
Company and change the number of shares of authorized common stock from 50
million to 100 million. The Company intends to spin-off its interest in TVI and
ACT by way of a share exchange agreement.
F-18