United States
Securities and Exchange Commission
Form 12b-25
SEC File No.: 000-15260
CUSIP No.: 286186101
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K and Form 10-KSB; |_| Form 20-F;
|_| Form 11-K; |_| Form 10-Q and Form 10-QSB;|_| Form N-SAR
For Period Ended: June 30, 2005
_ Transition report on Form 10-K
_ Transition Report on Form 20-F
_ Transition Report on Form 11-K
_ Transition Report on Form 10-Q
_ Transition Report on Form N-SAR
For the Transition Period Ended:
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates.
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PART I: - REGISTRANT INFORMATION
Element 21 Golf Company
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Full Name of Registrant
BRL Holdings, Inc.
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Former Name if Applicable
207 Queens Quay W. #405
Toronto, Canada, M5J 2A7
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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.)
(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
(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 is operated primarily through consultants and was unable to
prepare the necessary information in a timely manner because of other
commitments on behalf of the Registrant. As a result, the Registrant requires
additional time to complete the Form 10-KSB and therefore, the Registrant's
Annual Report on Form 10-KSB regarding the fiscal year ended June 30, 2005 could
not be timely filed without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Nataliya Hearn 416-362-2121
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports(s) been filed? If answer is no,
identity report(s).
|X| Yes |_| No
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(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 |_| 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 Registrant expects to report revenue for the fiscal year ended June 30, 2005
as compared to $0 revenue for the fiscal year ended June 30, 2004. Due to the
reasons stated above, the Registrant does not have final audited financial
statements for its most recently completed fiscal year as of the date of this
filing, and, therefore, specific estimates regarding significant changes in
results of operations cannot be made at this time.
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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: September __, 2005 By:
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Nataylia Hearn, Ph.D.
President and Director
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