8-K 1 main.txt 8K FOR BIORELEASE 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: - July 24, 2001 BRL HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware 0-15260 88-0218411 Jurisdiction of Commission File I. R. S. Employer Incorporation Number Identification Number 340 Granite Street, Suite 200, Manchester, NH 03102 (Address of principal executive offices) ----------------------------------------------------- Registrant's telephone number: (603) 641-8443 Item 4. Changes in Registrant's Certifying Accountant. --------------------------------------------- (a) On July 24, 2001, the Registrant terminated Ferrari & Associates, P. C. ("former accountants") as its certifying accountant and retained Good Swartz Brown & Berns, LLP (GSBB) as its certifying accountant. Prior to retaining Good Swartz Brown & Berns, LLP as its independent accountant, the Registrant did not consult with or obtain oral or written advice from them. (b) In connection with the audits of the financial statements of the Registrant for the fiscal years ended June 30, 1999 and 2000, there were no disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountants, would have caused them to make reference to the subject matter of the disagreement in their report. No disagreements occurred between the Registrant and former accountants on any accounting, auditing or reporting issue in any subsequent interim period through the date of their dismissal. (c) Except for an explanatory paragraph concerning the Registrant's ability to continue as a going concern, none of the former accountants' reports on the Registrant's financial statements for the fiscal years ended June 30, 1999 through 2000 contained an adverse opinion or disclaimer of opinion, nor was it qualified as to uncertainty, audit scope or accounting principles. (d) A letter from the former accountants addressed to the Securities and Exchange Commission stating whether or not they agree with the Registrant's response to this Item is filed as an Exhibit hereto. (e) The decision to change accountants was approved by the Board of Directors of the Registrant. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. ----------------------------------------------------------------- Exhibits Letter from Ferrari & Associates, P. C. in accordance with Item 4(d). 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 hereunto duly authorized. BRL HOLDINGS, INC. /s/ R. Bruce Reeves, President Dated: July 24, 2001 FERRARI ASSOCIATES, P. C. -------------------------- 2045 Magpie Court, Newbury, CA 91320 PH 310-477-3722 July 24, 2001 Securities and Exchange Commission Washington, D. C. 20549 Gentlemen: We have read the statement made by BRL HOLDINGS, INC. (Formerly Biorelease Corp), which we understand were filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated July 24, 2001. We agree with the statement contained therein. Very truly yours, /s/ Ferrari & Associates, P. C. -------------------------- Ferrari & Associates, P.C.