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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO 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.
(Exact name of small business issuer as specified in its charter)
Delaware 88-0218411
(State or other jurisdiction of (Internal Revenue Service
incorporation or organization) Employer Identification No.)
200 Perimeter Road, Manchester, NH 03103
(Address of principal Executive offices including Zip Code)
(603) 641-8443
Issuer's telephone number, including area code
Former name, former address and formal fiscal year, if changed since last
report
Indicate, by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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. (1) Yes X No (2) Yes X No
--- --- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date 62,193,302 shares of common
stock, par value $.01 per share as of November 14, 2003.
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Transitional Small Business Disclosure Format (Check One) Yes No X
--- ---
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BRL Holdings, Inc.
INDEX
PART I. FINANCIAL INFORMATION
Page
Number
------
Item 1. Financial Statements .........................................................................3
Balance sheets as of September 30, 2003 (unaudited) and
June 30, 2003.................................................................................3
Statements of Operations for the Three Months Ended September 30, 2003 and 2002 (unaudited) ..4
Statements of Cash Flows for the three Months Ended September 30, 2003 and 2002 (unaudited) ..5
Notes to Unaudited Financial Statements ......................................................7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation..........8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................................................9
Item 2. Changes in Securities ........................................................................9
Item 3. Defaults Upon Senior Securities ..............................................................9
Item 4. Submission of Matters to a Vote of Security Holders...........................................9
Item 5. Other Information.............................................................................9
Item 6. Exhibits and Reports on Form 8-K. ............................................................9
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statement
BRL HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED BALANCE SHEETS
September June 30,
30, 2003 2002
(Unaudited)
-------------- -------------
ASSETS
Current Assets:
Cash $ 1,318 $ 89
Other receivables 19,500 19,500
Prepaid expenses and other current assets - -
------ ------
Total current assets 20,818 19,589
Other assets - investments 2,717 2,717
------ ------
Total assets $ 23,535 $ 22,306
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCIES)
Current liabilities:
Accounts payable $ 275,332 $ 252,190
Accounts payable - related party 20,687 20,687
Accrued expenses 571,379 558,771
------- -------
Total current liabilities 867,398 831,648
------- -------
Total liabilities 867,398 831,648
Stockholders' equity (Deficiency):
Common stock of $.01 par value,
50,000,000 shares authorized, 49,906,220
Issued and outstanding at September 30, 2003 and
June 30, 2003 499,062 499,062
Additional paid-in capital 7,826,135 7,826,135
Development stage accumulated deficit (825,437) (1,032,390)
Accumulated deficit prior to development stage activities (8,102,149) (8,102,149)
---------- ----------
(602,389) (32,303)
Deferred offering costs (241,474) -
-------- -------
Total Stockholder's Equity (Deficiencies) (843,863) (32,303)
-------- -------
Total liabilities and stockholders' equity (deficiencies) $ 23,535 $ 22,306
======== =======
The accompanying notes are an integral part of the financial statements.
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BRL HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2003 and 2002 and
From inception (September 17, 2002) to September 30, 2003
(Unaudited)
Three Months Ended From Inception
September 30, (September 17, 2002) to
(Unaudited) September 30, 2003
(Unaudited)
2003 2002
------ -------
Revenues $ - $ - $ -
Cost of goods sold - - -
---------- ---------- -----------
Gross profit - - -
Costs and expenses:
General and administrative 155,009 38,882 1,012,408
Research and development - - 2,445
------- ------ --------
Total costs and expenses 155,009 38,882 1,014,853
------- ------ ---------
Loss from operations (155,009) (38,882) (1,014,853)
------- ------ ---------
Other Income (Expenses):
Loss from investee - - -
Gain from settlement of liabilities 361,962 361,962
Loss from investments - - (294,103)
Other income (expense) - - 210,017
------- ------- -------
Total other income (cost) 361,962 - 277,876
------- ------ -------
Net Income (loss) $ 206,953 $ (38,882) $ (736,977)
======= ====== =======
Weighted average shares 49,906,220 5,950,673 17,520,881
Basic and fully diluted loss per share $ 0.01 $ (0.01) $ 0.04)
The accompanying notes are an integral part of the financial statements.
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BRL HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the three Months Ended September, 2003 and 2002 and from
Inception (September 17, 2002) to September 30, 2003
(Unaudited)
Three Months Ended Inception (September 17,
September 30, 2002) to
2002 2001 September 30, 2003
---- ---- ------------------
Cash flows from operating activities:
Net (loss)/Gain $ 206,953 $ (38,822) $ (736,977)
Adjustments to reconcile net loss to net cash used
in development activities:
Depreciation and amortization - - -
Net effect of subsidiary transaction - - 105,581
Common stock issued in acquisition of subsidiary - - 212,362
Common stock issued in exchange for services rendered - - 1,200
Deferred offering costs (241,474) (241,474)
(Increase) Decrease in current assets:
Other receivables - (764) (132,704)
Prepaid expenses and other current assets - 525 525
Increase (Decrease) in current liabilities:
Accounts payable 23,142 36,807 230,249
Accrued expenses 12,608 1,500 564,879
---------- ---------- -----------
Net cash used in operating activities 1,229 3,641
(754)
---------- ---------- -----------
Cash flows from investing activities:
Investment - - (2,717)
-----------
---------- ----------
Net cash used in investing activities - - (2,717)
---------- ---------- -----------
Cash flows from financing activities:
Issuance of common stock, net -
- -
---------- ---------- -----------
Net cash provided by investing activities - -
-
---------- ---------- -----------
Net increase (decrease) in cash 1,229 (754) 924
Cash at beginning of period 89 394
1,148
---------- ---------- -----------
Cash at end of period $ 1,319 $ 394 $ 1,318
========== ========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ -
Supplemental Schedule of Non cash Investing and Financing Activities:
For the period ended September 30, 2003: 241,474
For the period ended September 30, 2002 None
The accompanying notes are an integral part of these unaudited consolidated
financial statements.
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BRL HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2003
Note 1 - Basis of presentation
------------------------------
The accompanying unaudited consolidated financial statements have been prepared
from the books and records of BRL Holdings, Inc., (the "Company" or "BRL"
formerly Biorelease Corp or Biorelease). As discussed in Notes 1 to the
consolidated financial statements of the Company included in its filing on Form
10-KSB for the year ended June 30, 20032 and in Note 2 hereunder, as of the
consummation of the acquisition of Element 21 Golf Company on September 17,
2002, the reporting entity changed from the Company to Element 21 Golf Company.
These statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Rule 310 of Regulation S-B. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete consolidated financial statements and should
be read in conjunction with the Company's audited financial statements at and
for the fiscal year ended June 30, 2003. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
months ended September 30, 2003 are not necessarily indicative of the results
that may be expected for the year ended June 30, 2004.
Note 2 - Gain on settlement of liabilities
------------------------------------------
During the quarter, certain consultants, vendors and related parties adjusted
and forgave debts owed for certain past services in the aggregate of $361,962.
The gain on the settlement of these debts has been recorded in the current
quarter as settlement of liabilities.
Note 3- Subsequent Events
-------------------------
Pursuant to the 8-K/A-2 filed October 17, 2003 the Company changed its name from
BRL Holdings, Inc. to Element 21 Golf Company, increased its authorized common
stock from 50M to 100M shares and consented to the spin-off of its subsidiaries,
Tech Ventures, Inc. and Advanced Conductor Technologies, Inc. as a dividend of
100% of the Company's ownership in those subsidiaries. The spin-off will only
occur after the compliance with Security and Exchange Commission regulations.
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On October 21, 2003 the Company issued 12,287,082 shares of its common stock in
settlement of liabilities of $406,972. Of these shares 9,422,857 shares were
registered on Form S-8 for services in the aggregate of $ 165,498 rendered by
consultants to the Company. The remaining 2,864,225 shares, valued at $241,474
were issued for financing activities and were issued under Rule 144 of the
Securities Exchange and Commission Act of 1934. All of these shares are subject
to a leak-out and lock-up agreement between the Company and the individuals
receiving said shares.
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
------------------------------------------
Plan of Operation
-----------------
During the coming months, subject to raising additional capital of which we
cannot be assured, we plan to complete the develop and market scandium alloy
golf clubs, based upon the technology we acquired in the Element 21 Acquisition.
We anticipate seeking one or several existing companies already marketing gold
products to partner with in establishing the Element 21 brand and offering
Element 21 golf clubs. The Company is also in discussions with several
infomercial producers and media management companies to support the roll out of
the Element 21 golf clubs subject to raising significant additional funds. We
have not fully completed evaluation of our business plan in this respect, so we
are unable to be specific as to schedule. In any event, we will need substantial
funds, in either equity or debt investments, or partners, who can fund our
planned product roll out. There are no definitive arrangements or understandings
with anyone to provide this required funding.
During the next 3 months, other than funds directed into this product roll
out plan, our only foreseeable additional cash requirements will relate to
maintaining our Company in good standing as a publicly traded company or the
payment of expenses associated with reviewing or investigating specifics of the
roll out plan. Our Company may be required to sell shares of our common stock to
"accredited" or "sophisticated" investors or borrow from members of management,
as we have done in the past for the payment of expenses related to these
matters.
Results of Operations
---------------------
The Company had no operations other than those associated with formulating a
strategic plan to design, develop and market scandium alloy golf clubs, based
upon the technology we acquired in the Element 21 Acquisition. We have not yet
committed to a specific plan and accordingly we have not yet determined the
amount of capital that will be required to implement such.
Three Months Ended, September 30, 2003 and 2002
-----------------------------------------------
For the three months ended September 30, 2003 the Company including its
subsidiaries, had no revenues, administrative expenses of $155,009, gain on
settlement of liabilities of $361,962 yielding a net profit of $206,953 as
compared to the three months ended September 30, 2002, wherein the Company had
no operations, no
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revenues and incurred general and administrative expenses of $38,882 resulting
in a net loss of $38,882.
Liquidity.
---------
At September 30, 2003, our current assets were $20,818, our total assets
were $23,535 and we had total current liabilities of $867,398 resulting in a
stockholder's deficit of $843,863. In order to meet its expenses during the next
12 months, management expects that we may be required to sell shares of our
common stock to "accredited" or "sophisticated" investors or borrow from members
of our management, as we have done in the past, to pay required expenses.
Liquidity and Capital Resources
-------------------------------
From inception until the closing of the Reorganization, the Subsidiary's
primary source of funds has been the proceeds from private offerings of its
Common and Preferred Stock and advances from affiliates and management of the
Company. Since the Reorganization, the primary source of current capital for
operations has been the proceeds of stock issuances and advances from related
parties.
Dividend Policy
---------------
The Company has not declared or paid any cash dividends on its common stock
since its inception and does not anticipate the declaration or payment of cash
dividends in the foreseeable future. The Company intends to retain earnings, if
any, to finance the development and expansion of its business. Future dividend
policy will be subject to the discretion of the Board of Directors and will be
contingent upon future earnings, if any, the Company's financial condition,
capital requirements, general business conditions and other factors. Therefore,
there can be no assurance that dividends of any kind will ever be paid.
Effect of Inflation
-------------------
Management believes that inflation has not had a material effect on its
operations for the periods presented.
Item 3. Controls and Procedures
-------------------------------
(a) Evaluation of Disclosure Controls and Procedures
Our President and Secretary/Treasurer have evaluated our Company's
disclosure controls and procedures as of November 14, 2003, and they concluded
that these controls and procedures are effective.
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(b) Changes in Internal Controls
There are no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to November 14, 2003.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
----------------------------
The Company is a party to litigation as a result of a third party sending
stock alert information about the Company to investors with the State of
Missouri. The expected cost of this litigation is estimated to be minimal and
has not been accounted for or reserved in these financial statements. The
Company's counsel anticipates that the case is without merit and that the case
will be settled in favor of the Company.
Item 2. Changes in Securities
-------------------------------
None
Item 3. Defaults Upon Senior Securities
-----------------------------------------
None; not applicable
Item 4. Submission of Matters to a Vote of Security Holders
-------------------------------------------------------------
None; not applicable
Item 5. Other Information.
----------------------------
Item 6. Exhibits and Reports on Form 8-K.
-------------------------------------------
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
BRL Holdings, INC
Date: November 18, 2003
/s/ Nataliya Hearn, Ph.D.
------------------------
Nataliya Hearn, Ph.D.
President and Director
Date: November 18, 2003
/s/ Jim Morin
------------------------
Jim Morin
Secretary/Treasurer,
CFO and Director
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