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 March 31, 2002

                                       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. 0-15260

                               BRL Holdings, Inc.
        (Exact name of small business issuer as specified in its charter)

                  Delaware                                8-0218411
       (State or other jurisdiction of           (Internal Revenue Service
       incorporation or organization)          Employer Identification No.)


              340 Granite St. Suite 200, Manchester, NH 03102-4004
                (Address of principal Executive offices 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. 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, 5,568,423 shares of
common stock, par value $.01 per share as of May 13, 2002.
-----------------------------------------------------------------

Transitional Small Business Disclosure Format (Check One)   Yes      No  X
                                                            ----    -----


                                       1
<PAGE>



                               BRL HOLDINGS, INC.


                                                        INDEX

PART I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                       Number

<S>                                                                                                   <C>
Item 1.    Financial Statements .........................................................................3

           Balance Sheet as of March 31, 2002 (unaudited) and Balance Sheet at June 30, 2001.............3

           Consolidated Statements of Operations for the Three Months Ended
           March 31, 2002 and 2001 and for the nine months ended March 31, 2002
           and 2001 and from inception of development stage (November 9, 2001)
           until March 31, 2002
           (unaudited)...................................................................................4

           Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2002 and 2001 and from
           inception of development stage (November 9, 2001) until March 31, 2002 (unaudited)............5

           Notes to Unaudited Consolidated Financial Statements .........................................7

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operation..........9

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings............................................................................11

Item 2.    Changes in Securities .......................................................................11

Item 3.    Defaults Upon Senior Securities .............................................................11

Item 4.    Submission of Matters to a Vote of Security Holders..........................................11

Item 5.    Other Information............................................................................11

Item 6.    Exhibits and Reports on Form 8-K. ...........................................................11

</TABLE>



                                       2
<PAGE>



PART I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statement

                               BRL HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                 BALANCE SHEETS
                        March 31, 2002 and June 30, 2001
<TABLE>
<CAPTION>


                                                                                    March 31,                          June 30,
                                                                                       2002                               2001
                                                                                       ----                               ----
                                                                                   (Unaudited)
                             ASSETS
Current Assets:
<S>                                                                                     <C>                                 <C>
   Cash                                                                                 $   3,163                           $   119
   Notes Receivable                                                                             -                            13,624
   Other receivables                                                                          995                                 -
   Prepaid expenses and other current assets                                                1,575                               980
                                                                                           ------                               ---
Total current assets                                                                        5,733                            14,723
                                                                                            -----                            ------
Property, software and equipment, net                                                      66,015
Other assets:
   Intangible assets, patent costs                                                          8,161                                 -
   Intangible assets-non compete agreements, net                                          259,187                                 -
   Investments in related party securities                                                  6,382                             6,382
                                                                                            -----                             -----
Total assets                                                                            $ 345,478                          $ 21,105
                                                                                        =========                          ========

       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCIES)
Current liabilities:
   Accounts payable                                                                     $ 204,276                          $  4,675
   Accrued expenses                                                                        36,530                            13,014
                                                                                           ------                            ------
        Total current liabilities                                                         240,806                            17,689

   Long term debt - notes to stockholders                                                 140,755                                 -
   Other liabilities - related party                                                            -                            10,124
                                                                                                -                            ------
Total liabilities                                                                         381,561                            27,813
                                                                                          -------                            ------
Stockholders' equity (Deficiency):
     Preferred stock of $.10 per share value, authorized 5,000,000 shares, no
         shares outstanding at March 31, 2002 and June 30, 2001

     Common stock of $.01 par value, authorized
            50,000,000 shares, 5,568,423 and 1,433,939 issued
         and outstanding at March 31, 2002 and June 30, 2001
         respectively                                                                      55,684                            14,339
Additional paid-in capital                                                              7,755,759                         7,137,282
Accumulated deficit prior to development stage       activities
                                                                                       (7,168,117)                       (7,158,329)
Development stage accumulated earnings (deficit)                                      (   666,009)                               -
                                                                                      -----------                        ----------
                                                                                          (22,683)                       (    6,708)
   Less: Deferred offering costs                                                      (    13,400)                                -
                                                                                      -----------                                 -
Total Stockholder's Equity (Deficit)                                                      (36,083)                       (    6,708)

Total liabilities and stockholders' equity (deficit)                                 $    345,478                      $     21,105
                                                                                          =======                            ======

The accompanying notes are an integral part of the consolidated financial
statements.

</TABLE>


                                       3
<PAGE>



                               BRL HOLDINGS, INC.
                         (A DEVELOPMENT STAGE ENTERPRISE
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            For the Three Months and Nine Months Ended March 31, 2002
          and the Cumulative Period (November 9,2001) to March 31, 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                             Inception
                                                                                                             (November
                                                                                                                 9,
                                                                                                                2001)
                                               Three Months Ended March 31,    Nine Months Ended March 31,
                                               ---------------------------     ---------------------------
                                                                                                               To
                                                   2002         2001          2002           2001          March 31, 2002
                                                   ----         ----          ----           ----          --------------
                                                (Unaudited)   (Unaudited)  (Unaudited)     (Unaudited)        (Unaudited)
<S>                                             <C>            <C>          <C>              <C>             <C>
Revenues                                        $        -     $      -     $       -        $  14,315       $         -
Cost of goods sold                                       -            -             -            2,698                 -
                                                 ---------      -------      --------         ---------       ----------
                                                         -                          -           11,617                 -
Gross profit
Costs and expenses:
   Research and development                      (169,501)           -       (262,879)               -          (262,879)
   General and administrative income             (186,736)       (2,071)     (425,918)         (3,715)          (416,130)
                                                 ---------      -------     ---------         --------         ---------
   (expense)
        Total costs and expenses                 (356,237)       (2,071)     (688,797)          (3,715)         (679,009)
                                                 ---------      -------     ---------          -------         ---------
   (Loss)/Gain from operations                   (356,237)       (2,071)     (688,797)           7,902          (679,009)
                                                 ---------      -------     ---------           ------          ---------
   Other Income (Costs):
      Offering costs                                     -            -             -          (10,441)                -
      Option compensation                                -     (135,000)                      (135,000)
      Other income (cost)                            3,000            -        13,000                -            13,000
      Realized loss for decline in value
      of investment                                      -            -             -       (3,659,141)                -
     Gain on sale of assets                              -
                                                         -
                                                                 (8,331)                        (6,198)                -
                                                                -------     ---------          -------                 -
                                                                                    -
Total other income (cost)                            3,000     (143,331)       13,000       (3,810,780)          (13,000)
                                                     -----      ---------      ------      -----------          --------
Gain (loss) before provision for (benefit         (353,237)    (145,402)     (675,797)      (3,802,878)         (666,009)
from) income taxes
Provision for income taxes                               -            -             -                -                 -
                                                         -            -             -                -
Net gain (loss)                                  $(353,237)   $(145,402)   $ (675,797)     $(3,802,878)       ($ 666,009)
                                                 =========     ========     =========        =========         =========
Weighted average shares                          5,401,756   17,379,125     3,577,878       14,902,680         3,577,878
Basic and fully diluted loss per share          $     (.07)   $   (0.01)   $   ($0.19)     $    ($0.26)         $  ($.19)

</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.





                                       4
<PAGE>



                               BRL HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Nine Months Ended March 31, 2002 and 2001 and
             the Cumulative Period from Inception to March 31, 2002
                                   (Unaudited)
                                  ------------
<TABLE>
<CAPTION>

                                                                                                        Inception
                                                                         Nine Months Ended             (November 9,
                                                                                                          2001)
                                                                             March 31,                 To March 31,
                                                                2002                     2001              2002
                                                                ----                     ----              ----
Cash flows from operating activities:
<S>                                                               <C>              <C>                 <C>
Net (loss)/Gain                                                   $  (675,797)     $ (3,802,878)       $     (666,009)
   Adjustments to reconcile net loss to net cash used
       in development activities:
     Depreciation and amortization                                   110,813                 334              110,813
     Recognized loss on investment                                         -           3,659,141                    -
     (Gain) Loss on sale of assets                                         -              (2,133)                   -
     Common Stock issued in exchange for
         services rendered                                                 -             135,000                    -
   (Increase) Decrease in current assets:
     Accounts Receivable                                                   -                   -                    -
     Inventories                                                           -              16,012                    -
     Other receivables                                                   (995)               898                    -
     Prepaid expenses and other current assets                           (595)                 -              (1,125)
     Related party securities                                              -                (800)                   -
     Other non-current assets                                              -                   -                    -
   Increase (Decrease) in current liabilities:
     Accounts payable                                                199,601             (13,696)             183,012
     Accrued expenses                                                 23,516              (7,000)              27,680
     Other liabilities                                               (10,124)                500              (10,124)

Net cash used in operating activities                     $         (353,581)         $  (14,622)           $(355,753)
                                                                  -----------         -----------           ----------
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                       5
<PAGE>



                               BRL HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       For the Nine Months Ended March 31,
                  2002 and 2001 and the Cumulative Period from
                 Inception (November 9, 2001) to March 31, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                         Inception
                                                                           Nine Months Ended        (November 9, 2001)
                                                                               March 31,               To March 31,
                                                                        2002               2001                2002
                                                                        ----               ----                ----
Cash flows from investing activities:
<S>                                                                   <C>                                      <C>
   Purchase of fixed assets                                           (66,015)                  -              (66,015)
   Purchase of intangible assets                                     (378,161)                  -             (378,161)
   Proceeds from sale of assets                                             -              14,571                    -
                                                                     ---------              ------             ---------
Net cash used in investing activities                                (444,176)              14,571             (444,176)
                                                                     ---------              ------             ---------
Cash flows from financing activities:
   Notes receivable                                                    13,624                   -               13,624
   Notes payable                                                      140,755                   -              140,755
   Issuance of common stock, net                                      659,822                   -              659,822
   Payment of deferred offering costs                                 (13,400)                  -              (13,400)
                                                                      ---------              ------            ---------
Net cash provided from financing activities                           800,801                   -              800,801
                                                                      ---------              ------            ---------
Net increase (decrease) in cash                                         3,044                 (51)                 872
Cash at beginning of period                                               119                 502                2,291
                                                                     ---------              ------             ---------
Cash at end of period                                              $    3,163            $    451           $    3,163
                                                                    ==========            ========           ==========

               The accompanying notes are an integral part of the
                       consolidated financial statements.

Supplemental disclosure of non-cash transactions:

Cash paid for interest                                              -           -              -

Stock issued for acquisition of Subsidiary                    $490,000          -       $490,000

Liabilities repaid through issuance of common stock           $121,442          -       $223,422

</TABLE>


                                       6
<PAGE>



                                BRL HOLDING, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

Item 1.    Basis of presentation

         The accompanying  unaudited consolidated financial 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,
2001. In the opinion of management,  all adjustments  (consisting only of normal
recurring  accruals and adjustments  associated with the AssureTec  acquisition)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the nine months ended March 31, 2002 are not necessarily  indicative
of the results that may be expected for the year ended June 30, 2002.


         Investment in related parted securities

         Under the terms of the Asset  Purchase  Agreement  an option to acquire
sixty percent (60%) of the Company's subsidiary,  Biorelease Technologies,  Inc.
("BTI"),  was exercised  effective December 31, 2000. Of the 4,582,122 shares of
the  subsidiaries  common  stock owned by the Company,  1,032,749  were given to
certain  directors  and officers of the Company for  services to the  Subsidiary
through  June 30,  2000 and  2,749,373  shares  were sold to an  entity  that is
controlled  by family  members of the  Company's  CEO.  A onetime  charge to the
statement  of  operations  at  December  31,  2001 in the  amount of  $3,659,141
represents the original cost of Biorelease's  investment in the subsidiary.  The
remaining  basis of the  800,000  shares  of  common  stock  of the  subsidiary,
Biorelease Technology, Inc., is computed utilizing the equity method.

         In November 2001, BRL Holdings, Inc. ("the Company" or "BRL")) acquired
100% of the stock of AssureTec Systems, Inc.  ("AssureTec") in a stock for stock
transaction ("the Acquisition"). The transaction was computed using the purchase
method of  accounting  by issuing  3,177,000  shares of common stock of BRL at a
discounted  value of  $490,000.  The  purchases  price  consisted  of $60,000 of
software,  $7,500 of patent costs, $370,000 of non-compete assets and $92,500 of
purchased research and development costs net of $40,000 of liabilities assumed.

         Consolidation of financial statements

         For six months and the nine months ended March 31, 2002 the Company was
consolidated  with  AssureTec  Systems,  Inc.  Consolidation  commenced  on  the
purchase  date,  November 9, 2001.  From January 2001 through  October 2001, the
Company had no business activities other than administrative costs necessary for
remaining a publicly reporting entity.


         Through December 31, 2000 the financial  statements of the Company were
consolidated with its subsidiary,  Biorelease  Technologies,  Inc. ("BTI"). From
January 1, 2001 through October 31, 2001 the financial statements of the Company
only included the business of the Company. In November 2001 the Company acquired
AssureTec  Systems,  Inc.  as a  wholly  owned  subsidiary  of the  Company.  In
comparing  the  results  of  operations  for  2000  the  subsidiary,  Biorelease
Technologies, Inc. was a development stage company that had limited revenues and
costs. The Company,  in divesting itself of substantially  all of its investment
in BTI,  recorded as a realized loss on investment of $3,659,141 at December 31,
2000.

Property, software and equipment, net

         The Company, with its acquisition of its subsidiary acquired $60,000 of
computer software for its security  technology that will be written off over the
estimated life of 3-5 years.  No  amortization  was recorded in these  financial
statements.

         Non compete agreements

         The Company and its subsidiary  had allocated  $370,000 of the purchase
price of the subsidiary as Non-compete  agreement  costs which will be amortized
over the term of the  contract  and the  non-compete  period  subsequent  to the
termination  of the various  contracts  that run for a period  between 30 and 42
months. The amortization  charged to the consolidated  financial  statements for
the three  months end and the nine  months  ended March 31, 2002 was $63,573 and
$110,813 respectively.




                                       7
<PAGE>


ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

         The following  discussion  includes the business of AssureTec  Systems,
Inc. (the  "Subsidiary"),  since the Company,  prior to its  acquisition  of the
Subsidiary,  had no operations  other than raising  capital and searching for an
acquisition  candidate  (i.e.,  the  Subsidiary).  Where  relevant,  all numbers
retroactively  take  into  account  the  acquisition  of the  Subsidiary  by the
Company.

Three Months Ended March 31, 2002 and 2001

         For the three months ended March 31, 2002,  the Company,  including the
Subsidiary had no revenues,  research and development costs of $169,501, general
and administrative expenses of $186,736 other income of $3,000 for a net loss of
$353,237  as compared  with the three  months  ended March 31, 2001  wherein the
Company had administrative  expenses of $2,071, option compensation of $135,000,
a loss on the sale of assets of $8,331 therein yielding a net loss of $145,402.

Nine Months Ended March 31, 2002 and 2001

         For the nine months  ended March 31, 2002 the  Company,  including  the
subsidiary  from  November  9, 2001  through  March 31,  2002 had  research  and
development costs of $262,879,  general and administrative expenses of $425,918,
other  income of $13,000  yielding a net loss of $675,797  as compared  with the
nine months  ended March 31, 2001 wherein the  Company,  including  its previous
subsidiary had revenues of $14,315, cost of goods sold of $2,698, administrative
expenses of $3,715,  offering  costs of  $10,441,  option  compensation  cost of
$135,000,  a realized loss for decline in value of investment of  $3,659,141,  a
loss on sale of assets of $6,198 and no income taxes  resulting in a net loss of
$3,802,878.  Without  the  one  time  charge  off of the  decline  in  value  of
investment  in the  subsidiary  totaling $0 at March 31, 2002 and  $3,659,141 at
March 31, 2001 the Company,  including the subsidiary had a loss of $675,797 and
$143,737 for the nine months ended March 31, 2002 and 2001, respectively.

Inception to March 31, 2002

         From  November 9, 2001,  the initial date of the  consolidation  of the
Company with AssureTec  Systems,  Inc.'s  activity,  through March 31, 2002, the
Company, including the Subsidiary, had revenues of $0, cost of goods sold of $0,
research  and  developmental  expenses of $262,879,  general and  administrative
expenses of $416,130,  other income of $13,000  thereby  yielding an accumulated
net loss of $666,009.

Liquidity and Capital Resources

         The Company  including the subsidiary has a negative  working  capital.
It's  liquidity  from  inception  until the  closing of the  Reorganization  was
primarily  from the funds of a party  related  to the  Company  and  notes  from
stockholders to the Company's subsidiary.

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  subsidiary's
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.



                                       8
<PAGE>



                                     PART II

                                OTHER INFORMATION


Item 1.       Legal Proceedings

              None

Item 2.       Changes in Securities

              None

Item 3.       Defaults Upon Senior Securities

              None

Item 4.       Submission of matters to a Vote of Securities Holders

              None

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on form 8-K.

              None


<PAGE>




              SIGNATURE

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

           BRL Holdings, Inc.




May 20, 2002                             By: /s/ R. Bruce Reeves
                                             -------------------
                                             R. Bruce Reeves, CEO and
                                             Principal Financial Officer