SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2003
BRL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-15260 88-0218411
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(State of other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
200 Perimeter Road, Manchester, New Hampshire 03103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (603)-641-8443
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Items 7. Other Matters
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As described in the Form 8-K, Form 8-K/A, and the 8-K/A-2 of BRL Holdings,
Inc. that were filed with the Securities And Exchange Commission on or about
October 3, 2002, November 6, 2002 and September 19, 2003, respectively,
reporting an event occurring October 2, 2002, the Company has acquired Element
21 Golf Company, a Delaware corporation (referred to as "Element 21 Golf").
As the Company's stockholders were notified through an Information
Statement mailed to them on or about December 2, 2002 and updated in our Form
8-K/A-2 filed and mailed on or about September 19, 2003, the Company has
obtained stockholder approval to change its name to "Element 21 Golf Company"
and to increase the number of authorized shares of common stock from 50,000,000
to 100,000,000. The Company has now taken the actions in Delaware necessary to
accomplish these changes by filing a Certificate of Amendment to its Certificate
of Incorporation. The Company also has changed the name of its subsidiary to
Element 21 Technologies, Inc.
Under terms of the Acquisition, the Company is now obligated to issue to
current and former consultants, shares underlying options which are expected to
be immediately issued to purchase 5,047,000 shares of common stock at an
exercise price of $0.001 per share. These shares underlie options which were
originally issued by Element 21 Golf (now Element 21 Technologies, Inc.) prior
to completion of the Acquisition by the Company, and, as a result of the
Acquisition, were converted to options to purchase the same number of shares of
common stock of the Company at the same exercise price. The option holders
received these options as payment for services performed on behalf of Element 21
Golf prior to the Acquisition. None of these options and underlying shares is
being issued to officers or directors of the Company, and that portion of the
options that entitle holders to purchase 4,750,000 shares is being issued to
persons who will be deemed to have 5% beneficial ownership of the Company's
outstanding common stock upon receipt of the options and of the shares described
below.
The Company is now also obligated to issue 7,240,082 shares of its common
stock for consulting services performed through September 30, 2003. None of
these shares is being issued to any officer or director of the Company, and
4,900,417 of these service shares are being issued to consultants who will be
deemed to have 5% beneficial ownership of the Company's outstanding shares upon
receipt of the service shares and of the options described above.
The issuance of all the 5,047,000 shares underlying the options and
4,375,857 of the 7,240,082 shares to be issued directly are to be registered on
a Form S-8 registration statement that is anticipated to be effective with the
Securities and Exchange Commission on or about October 20, 2003. (The other
shares are not covered by the Form S-8 because they may be deemed to have been
issued for services performed in connection with financing.) The availability
for sale of all the shares covered by the Form S-8 registration statement will
be restricted subject to release from those restrictions by the approval of a
committee of the Board (the "Committee") until June 30, 2004. At the current
time, it is contemplated that a portion of the shares covered by the Form S-8
registration statement will be approved as saleable by the Committee beginning
October 22, 2003 and that the Committee will release the restrictions on
portions of the remainder to become available for sale periodically thereafter.
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The following table sets forth, as of October 22, 2003, the beneficial
ownership of the officers and directors, and of all persons having 5% beneficial
ownership, of the outstanding common stock of the Company after giving effect to
the issuance and exercise of the options and the issuance of the shares
described above:
Beneficial Ownership at Beneficial Ownership
Holders and Addresses June 30, 2003 October 22, 2003 (A)
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Officers & Directors
Gerald Enloe, Director and 2,950,460 (5.9%) 2,950,460 (4.7%)
Chairman
P.O. Box 14391
Humble, TX 77347
Nataliya Hearn, Ph.D., 4,900,000 (9.8%) 4,900,000 (7.9%)
President, CEO and Director
3173 Sandwich Street, 37
Windsor, Ontario H3A P7S
Canada
Jim Morin, Vice President, -0- (0%) -0- (0%)
Secretary/Treasurer and Director
27672 Pasatiempo Drive
Mission Viejo, CA 92692
All Officers, Directors as a 7,850,460 (15.7%) 7,850,460 (12.6%)
Group (3 Persons)
5% or Greater Owners
Dimitry Sindalovsky 4,455,396 (8.9%) 6,203,729 (9.9%)
99 Harbour Square,
Suite 3106
Toronto, Ontario M5J 2H2
Tom Sawyer, Esq. 3,450,000 (6.9%) 5,325,000 (8.6%)
1151 CR 325
Lexington, Texas 78947
Randy Renken, 4,455,396 (8.9%) 6,178,813 (9.9%)
316 Main Street, Suite L
Humble, TX 77338
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R. Bruce Reeves 1,900,000 (3.8%) 6,203,667 (9.9%)
754 Straw Hill
Manchester, NH 03104
Paul Whitton 4,005,396 (8.0%) 4,005,396 (6.4%)
2415 Shakespeare, #3
Houston, TX 77030
Total owned by directors, executive 26,116,648 (52.3%) 35,767,065 (57.3%)
officers and 5% or greater
shareholders
(A) Assumes 62,193,302 shares outstanding, including issuance of the 5,047,000
shares underlying the options described above as well as issuance of the
7,240,082 service shares described above.
BY ORDER OF THE BOARD OF DIRECTORS
October 17, 2003 /s/ Nataliya Hearn, Ph. D.
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Nataliya Hearn, Ph.D.
President and Director
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