United
States
Securities
and Exchange Commission
Form
12b-25
SEC
File No.: 000-15260
CUSIP
No.: 286186101
NOTIFICATION
OF LATE FILING
(Check
One): o Form
10-K and Form 10-KSB; o Form 20-F;
o Form 11-K; x Form 10-Q
and Form 10-QSB; o Form N-SAR
For
Period Ended:
March
31, 2005
o Transition report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For
the Transition Period Ended:
___________________________
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates.
PART
I: - REGISTRANT INFORMATION
Element
21 Golf Company
Full Name
of Registrant
BRL
Holdings, Inc.
Former
Name if Applicable
200
Perimeter Road
Manchester,
NH 03103-3326
Address
of Principal Executive Office (Street and Number)
City,
State and Zip Code
PART
II - RULES 12B-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
| o |
(a) |
The reasons described in reasonable detail in
Part III of this form could not be eliminated without unreasonable effort
or expense; |
| |
|
|
| x |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the 5th
calendar day after the prescribed due date; and |
| |
|
|
| o |
(c) |
The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable. |
PART
III - NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period.
The
Registrant has very few employees and was unable to prepare the necessary
information in a timely manner because of other commitments on behalf of the
Registrant. As a result, the Registrant requires additional time to complete the
Form 10-QSB and therefore, the Registrant’s Quarterly Report on Form 10-QSB
regarding the quarter ended December 31, 2004 could not be timely filed without
unreasonable effort or expense.
PART
IV - OTHER INFORMATION
(1) Name and
telephone number of person to contact in regard to this
notification.
|
Nataliya
Hearn |
|
(416)
861-1107 |
|
(Name) |
|
(Area
Code) (Telephone Number) |
(2) Have all
other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such reports(s) been filed? If answer is no, identity
report(s).
x Yes o No
(3) Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
x Yes o No
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The
Company expects to report revenue for the three months ended March 31, 2005 of
$16,835 as compared to $0 of revenue for the three months ended March 31, 2004.
The Company expects to report general and administrative expenses of $74,773 for
the three months ended March 31, 2005, whereas the Company reported general and
administrative expenses of $338,894 for the three months ended March 31, 2004.
The Company expects to report a net loss of $148,340 for the quarter, as
compared to a net loss of $180,977 for the quarter ended March 31, 2004.
ELEMENT
21 GOLF COMPANY
Name of
Registrant as Specified in Charter
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date: May
16, 2005
Nataliya
Hearn, Ph.D.
President