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 December 31, 2001

                                       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                              88-0218411
       (State or other jurisdiction of       (Internal Revenue Service Employer
        incorporation or organization)        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,  5,378,423 shares of
common   stock,   par  value   $.01  per  share  as  of   February   14,   2001.
-----------------------------------------------------------------

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


<PAGE>


                               BRL HOLDINGS, INC.


                                      INDEX

PART I.  FINANCIAL INFORMATION                                             Page
                                                                          Number

Item 1.    Financial Statements ...............................................3

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

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

           Consolidated Statements of Cash Flows for the Six Months Ended
           December 31, 2001 and from inception
           of development stage (November 9, 2001) until
           December 31, 2001 (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




                                       2
<PAGE>



PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statement

                               BRL HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                 BALANCE SHEETS
                       December 31, 2001 and June 30, 2001

<TABLE>
<CAPTION>
                                                                           December 31,               June 30,
                                                                          (Consolidated)
                                                                               2001                     2001
                                                                               ----                     ----
                                                                           (Unaudited)
                             ASSETS
Current Assets:
<S>                                                                  <C>                     <C>
   Cash                                                              $             768       $            119
   Notes Receivable                                                             13,624                 13,624
   Other receivables                                                               995                      -
   Prepaid expenses and other current assets                                     2,100                    980
                                                                                ------                    ---
Total current assets                                                            17,487                 14,723
                                                                                ------                 ------
Property, software and equipment, net                                           61,602                      -
Other assets:
   Intangible assets, patent costs                                               8,161                      -
   Intangible assets - non compete agreements, net                             322,760                      -
   Investments in related party securities                                       6,382                  6,382
                                                                                 -----                  -----
Total assets                                                         $       $ 416,392       $       $ 21,105
                                                                             =========               ========

       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCIES)
Current liabilities:
   Loans payable - related party                                     $          20,687       $              -
   Accounts payable                                                            128,630                  4,675
   Accrued expenses                                                             59,739                 13,014
                                                                                ------                 ------
        Total current liabilities                                              209,056                 17,689

   Other liabilities - related party                                            11,624                 10,124
                                                                                ------                 ------
Total liabilities                                                              220,680                 27,813
                                                                               -------                 ------
Stockholders' equity (Deficiency):
     Preferred stock of $.10 per share value, authorized 5,000,000 shares, no
         shares outstanding at December 31, 2001 and June 30, 2001
                                                                                    -                      -
     Common stock of $.01 par value,
            authorized 50,000,000 shares, 4,869,939 and                         48,699                 14,339
         1,433,939 issued and outstanding at December 31, 2001
         and June 30, 2001 respectively
Additional paid-in capital                                                   7,694,902              7,137,282
Accumulated deficit prior to development stage       activities
                                                                            (7,168,117)            (7,158,329)
Development stage accumulated earnings (deficit)                              (312,772)
                                                                           -----------            --------------

                                                                               262,712                 (6,708)
   Less: Deferred offering costs                                              (67,000)                      -
                                                                           -----------            --------------
Total Stockholder's Equity (Deficit)                                           195,712                 (6,708)
                                                                               -------            --------------
Total liabilities and stockholders' equity (deficit)                 $         416,392                 21,105
                                                                               =======                 ======

</TABLE>

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



                                       3
<PAGE>



                               BRL HOLDINGS, INC.
                         (A DEVELOPMENT STAGE ENTERPRISE
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           For the Three Months and Six Months Ended December 31, 2001
         and the Cumulative Period (October 2,2001) to December 31, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                                         Inception
                                                                                                                       (November 9,
                                                                                                                            2001)
                                                   Three Months Ended December 31,     Six Months Ended December 31,         to
                                                   -------------------------------     -----------------------------

                                                     2001              2000              2001              2000    December 31, 2001
                                                     ----              ----              ----              ----    -----------------
                                                 (Unaudited)        (Unaudited)      (Unaudited)        (Unaudited)     (Unaudited)
<S>                                        <C>               <C>               <C>               <C>                 <C>
Revenues                                   $         -       $      6,060      $          -      $       14,315      $           -
Cost of goods sold                                   -                353                 -               2,698                  -
                                                     -             ------                 -         -----------        -------------
Gross profit                                         -              5,707                 -              11,617                  -
Costs and expenses:
 Research and development                      (93,378)                 -           (93,378)                  -           (93,378)
 General and administrative income (expense)  (229,394)             4,451          (239,182)            (1,644)           (229,394)
                                              ---------             -----         ---------            --------          ---------
        Total costs and expenses              (322,772)             4,451          (332,560)             (1,644)          (322,772)
                                              ---------             -----         ---------             -------          ---------
   (Loss)/Gain from operations                (322,772)            10,158          (332,560)              9,973           (322,772)
                                              ---------            ------         ---------              ------           ---------
   Other Income (Costs):
      Offering costs                                 -             (1,697)                -             (10,441)                 -
      Other income (cost)                       10,000                  -            10,000                   -             10,000
      Realized loss for decline in value
        of investment                                -         (3,659,141)                           (3,659,141)                 -
     Gain on sale of assets                                                                               2,133                  -
                                                               ----------                           -----------                  -
                                                                    2,133
                                                     -                                          -
                                               -------                                   -
Total other income (cost)                       10,000         (3,658,705)           10,000          (3,667,449)            10,000
                                                ------         -----------           ------          -----------            ------
Gain (loss) before provision for (benefit
from) income taxes                            (312,772)        (3,648,547)        (322,560)         (3,657,476)          (312,772)
Provision for income taxes                           -                  -                 -                   -                  -
                                              --------                  -         ---------         ------------      --------------
Net gain (loss)                            $  (312,772)       $(3,648,547)      $  (322,560)      $  (3,657,476)      $ ($ 312,772)
                                              ========           ========         =========           =========          =========
Weighted average shares                      3,724,606         13,634,058         2,579,272          13,664,458          2,579,272
Basic and fully diluted loss per share     $      (.08)       $     (0.27)      $    ($0.13)      $      ($0.27)      $      ($.12)

</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 Six Months Ended December 31, 2001 and 2000 and
            the Cumulative Period from Inception to December 31, 2001
                                   (Unaudited)
                                  ------------
<TABLE>
<CAPTION>

                                                                                                               Inception
                                                                           Six Months Ended                  (November 9,
                                                                                                                 2001)
                                                                             December 31,                   To December 31,
                                                                        2001            2000                     2001
                                                                        ----            ----                     ----
Cash flows from operating activities:
<S>                                                                   <C>            <C>                      <C>
Net (loss)/Gain                                                       $(322,560)     $ (3,657,476)            $(312,772)
   Adjustments to reconcile net loss to net cash used in
       development activities:
     Depreciation and amortization                                      47,240                 314               47,240
     Recognized loss on investment                                           -           3,659,141                    -
     (Gain) Loss on sale of assets                                           -              (2,133)                   -
     Common Stock issued in exchange for
         services rendered                                                   -                   -                    -
   (Increase) Decrease in current assets:
     Accounts Receivable                                                     -                   -                    -
     Inventories                                                             -              16,012                    -
     Other receivables                                                     (995)               898                    -
     Prepaid expenses and other current assets                           (1,120)                 -              (1,650)
     Related party securities                                                -              (9,131)                   -
     Other non-current assets                                                -                   -                    -
   Increase (Decrease) in current liabilities:
     Accounts payable                                                  144,642             (13,758)             128,053
     Accrued expenses                                                   46,725              (7,000)              50,889
     Other liabilities                                                  1,500               (1,000)               1,500
                                                                    ----------            ---------               -----
Net cash used in operating activities                              $  (84,568)          $  (14,133)            $(86,740)
                                                                   -------------        -----------            ---------
</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 Six Months Ended December 31, 2001 and 2000 and
            the Cumulative Period from Inception to December 31, 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                        Inception
                                                                           Six Months Ended         (November 9, 2001)
                                                                             December 31,             To December 31,
                                                                        2001                  2000         2001
                                                                        ----                  ----         ----
Cash flows from investing activities:
<S>                                                                     <C>                                   <C>
   Purchase of fixed assets                                             (61,602)                 -            (61,602)
   Purchase of intangible assets                                       (378,161)                 -           (378,161)
   Proceeds from sale of assets                                              -              14,571                 -
                                                                       --------             ------              ------
Net cash used in investing activities                                 (439,763)             14,571           (439,763)
                                                                      ---------             ------           ---------
Cash flows from financing activities:
   Notes receivable                                                          -                   -                  -
   Notes payable                                                             -                   -                  -
   Issuance of common stock, net                                        591,980                  -            591,980
   Payment of deferred offering costs                                   (67,000)                 -            (67,000)
                                                                        -------            -------           --------
Net cash provided by investing activities                               524,980                  -            524,980
                                                                        -------            -------           --------

Net increase (decrease) in cash                                             649                438             (1,523)
Cash at beginning of period                                                 119                502              2,291
                                                                            ---                ---              -----
Cash at end of period                                                  $    768          $     940          $     768
                                                                       ========           ========          =========


               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                     101,980                  -            101,980

</TABLE>



                                       6
<PAGE>



                                BRL HOLDING, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001
                                   (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  consolidated  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 six months ended December 31, 2001 are not necessarily
indicative of the results that may be expected for the year ended June 30, 2002.


ITEM 2   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 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
President.  A onetime  charge to the  statement of  operations  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")  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 at a discounted
value of $490,000.  The purchase 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.  (See Item
4)

Item 3.  Consolidation of financial statements

         For the three  month  period  ended  December  31, 2001 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.
(See Item 6.  Exhibits  and Reports on Form 8-K).  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.


                                       7
<PAGE>


Item 4.  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 over the
estimated life of 3-5 years.  No  amortization  was recorded in these  financial
statements.

Item 4   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 ended December 31, 2001 was $47,240.



                                       8
<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 December 31, 2001 and 2000

         For the three months ended  December 31, 2001,  the Company,  including
the  Subsidiary  had no  revenues,  research and  development  costs of $93,378,
general and administrative  expenses of $229,394 and other income of $10,000 for
a net loss of $312,772 as compared with the three months ended December 31, 2000
wherein the Company and its prior Subsidiary (BTI) had revenues of $6,060,  cost
of goods  sold of $353,  a  reduction  of  administrative  expenses  of  $4,451,
offering  costs  associated  with a terminated  merger  agreement  with POLAR of
$1,697,  a  realized  loss for the  decline  in value of its  investment  in the
subsidiary  of  $3,659,141,  a gain in the  sale of  assets  of  $2,133  therein
yielding a net loss of $3,648,547.

Six Months Ended December 31, 2001 and 2000

         For the six months ended  December 31, 2001 the Company,  including the
subsidiary  from  November 9, 2001  through  December  31, 2001 had research and
development costs of $93,378,  general and administrative  expenses of $239,182,
other income of $10,000 yielding a net loss of $322,560 as compared with the six
months  ended  December 31, 2000  wherein the  Company,  including  its previous
subsidiary  had  revenues  of  $14,315,  cost  of  goods  sold  of  $2,698,  net
administrative  expenses of $1,644,  offering costs of $10,441,  a realized loss
for decline in value of  investment of  $3,659,141,  a gain on sale of assets of
$2,133 and no income taxes  resulting in a net loss of  $3,657,476.  Without the
one time  charge off of the  decline in value of  investment  in the  subsidiary
totaling  $3,659,141  the Company  would have a net income of $1,665 for the six
months ended December 31, 2000.

Inception to December 31, 2001

         From  November 9, 2001,  the initial date of the  consolidation  of the
Company with AssureTec Systems, Inc.'s activity,  through December 31, 2001, the
Company, including the Subsidiary, had revenues of $0, cost of goods sold of $0,
research  and  developmental  expenses  of $93,378,  general and  administrative
expenses of $229,394,  other income of $10,000  thereby  yielding an accumulated
net loss of $312,772.

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 the funds of the Company and parties related to the Company.

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.

                                       9
<PAGE>

         Effect of Inflation

         Management believes that inflation has not had a material effect on its
operations for the periods presented.




                                       10
<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.


Effective November 9th, 2001, BRL Holdings, Inc. ("the Company") acquired 100%
of the stock of AssureTec Systems, Inc. ("AssureTec") in a stock for stock
transaction ("the Acquisition"). To complete the Acquisition, the Company issued
3,177,000 restricted shares of restricted common stock. Further, 2,325,000
options for a like number of shares of common stock were issued to employees and
consultants of AssureTec to replace options issued by AssureTec. 1,050,000 of
these options are subject to continuing employment of the management team and
the remaining 1,275,000 are subject to the management team meeting specific
technical and financial milestones. Under terms of the Acquisition, all persons
receiving shares and options issued under the Acquisition waived any rights to
spin-off shares, if any such shares are issued by the Company, resulting from
the Company's continuing sponsorship of three independent business units.

Prior management of the Company continues to hold three seats of four seats on
the Company's Board of Directors and the Company's shareholders prior to the
Acquisition, including shares issued to them in the Acquisition, now own 64% of
the Company's common stock on a fully diluted basis. The Company believes the
Acquisition does not represent a change of control of the Company.



                                       11
<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.




February 19, 2001          By:  /s/ R. Bruce Reeves
                                -------------------
                                R. Bruce Reeves, CEO and
                                Principal Financial Officer





                                       12