American Rare Earths & Materials, Corp. – ‘PRER14C’ on 5/21/01

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Revised Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14C     Schedule 14C Amendment for Biorelease                  9     38K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549-1004

AMENDED SCHEDULE 14c INFORMATION STATEMENT

 Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:                                                      

[x]  Preliminary information statement                                          

[  ] Confidential, for use of the Commission only (as permitted                 
by Rule 14c-5(d)(2))                                                  

[  ] Definitive information statement                                           

BIORELEASE CORPORATION
(Exact name of registrant as specified in its charter)

Payment of Filing Fee                                                           

[x]       No fee required                                                       

[  ]      Fee computed on table below per Exchange Act Rule 14c-                
5(g) and 0-11                                               

[  ]      Fee paid previously with preliminary materials                        

[  ]      Check box if any part of the fee is offset by Exchange                
Act Rule 0-11(a)(2) and identify the                        
filing for which the offsetting fee was paid previously     

NOTICE AND INFORMATION STATEMENT DATED MAY __, 2001                 

TO THE STOCKHOLDERS OF BIORELEASE CORPORATION:                                  

         In  accordance  with the  provisions  of  Section  228 of the  Delaware
General  Corporation Law ("DGCL"),  notice is hereby given that six shareholders
owning a total of 9,213,424  shares (51.4% of the issued and outstanding  common
stock of Biorelease  Corporation a Delaware corporation (the "Company"),  having
not less than the minimum  number of votes that would be  necessary to authorize
or take such  action,  as described  below have,  by written  consent  without a
meeting and without a vote, on May 2,2001, (the "Written  Consent"),  in lieu of
any meeting, agreed to the following shareholder actions:                       

         (1)      To amend the Certificate of  Incorporation  to change the name
of the Corporation to BRL Holdings, Inc.;   

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         (2)      To amend the  Articles  of  Incorporation  to  authorize a new
                  class of shares,  namely  5,000,000  shares of $0.10 per share
                  value Preferred Stock, with the issuance of any such Preferred
                  Stock,  in such  series  and with  such  rights,  powers,  and
                  designations  thereof,  to  be  determined  by  the  Board  of
                  Directors  as and when  any  shares  of  Preferred  Stock  are
issued;                                     

         (3)      To  reverse  split the  outstanding  shares on a  one-for-12.5
                  basis,  so  that  the  17,924,238  pre-reverse  common  shares
                  currently  outstanding will become a total of 1,433,939 shares
                  (all  fractional  shares to be  rounded to the  nearest  whole
share);                                     

         (4)      That, subject to the effectiveness of a registration statement
                  on Form SB-2 or other  applicable  Form, the Corporation  will
                  distribute pro rata to its common  shareholders,  one share of
                  the common stock of its  subsidiary  Biorelease  Technologies,
                  Inc. ("BTI") for each 25 pre-reverse  split common shares held
                  on  the  record  date  (a  total  of  800,000   shares  to  be
distributed); and finally                   

         (5)      That the officers and directors are  authorized to submit this
                  Information  Statement  pursuant  to  Schedule  14C  under the
                  Securities  Exchange  Act of 1934 to all Company  shareholders
                  which did not sign the  Written  Consent.  The record date for
                  shareholders  to be eligible for the reverse split and the BTI
stock dividend is set as of May 31st, 2001. 

         The  actions  of (1)  changing  the  name to BRL  Holdings,  Inc.,  (2)
authorizing the Preferred Stock, and (3) the reverse split,  become effective on
or after May __, 2001 concurrent with the filing with the Delaware  Secretary of
State.                                                                          

         Only holders of record of the Company stock at the close of business on
May 1, 2001,  are  entitled  to  receive  notice of the  informal  action by the
shareholders  in  accordance  with  Section  228 of the DGCL.  This  Information
Statement is being sent on or about May __, 2001 to such  holders of record.  No
response is being  requested  from you and you are  requested  not to respond to
this  Information  Statement.  In accordance  with Section 228 of the DGCL, this
Notice  and  Information  Statement  is  notice of the  taking of the  corporate
actions,  without a meeting  by less than  unanimous  written  consent  to those
shareholders who have not consented in writing.                                 

         WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.                                                                        

Company:                                                                        
BIORELEASE CORPORATION                                                          
340 Granite St., Suite 200                                                      
Manchester, NH  03102-4004                                                      
Tel. 603-641-8443                                                               

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BIORELEASE CORPORATION

INFORMATION STATEMENT FOR SHAREHOLDERS

The Written Consent                                                             

Pursuant  to Section  228 of the DGCL,  shareholders  owning a  majority  of the
outstanding  shares of common stock of the Company have voted by Written Consent
in favor of the following actions:                                              

         (1)      To amend the Certificate of  Incorporation  to change the name
of the Corporation to BRL Holdings, Inc.;   

         (2)      To amend the  Articles  of  Incorporation  to  authorize a new
                  class of shares,  namely  5,000,000  shares of $0.10 per share
                  value Preferred Stock, with the issuance of any such Preferred
                  Stock,  in such  series  and with  such  rights,  powers,  and
                  designations  thereof,  to  be  determined  by  the  Board  of
                  Directors  as and when  any  shares  of  Preferred  Stock  are
issued;                                     

         (3)      To  reverse  split the  outstanding  shares on a  one-for-12.5
                  basis,  so  that  the  17,924,238  pre-reverse  common  shares
                  currently  outstanding will become a total of 1,433,939 shares
                  (all  fractional  shares to be  rounded to the  nearest  whole
share);                                     

         (4)      That, subject to the effectiveness of a registration statement
                  on Form SB-2 or other  applicable  Form, the Corporation  will
                  distribute pro rata to its common  shareholders,  one share of
                  the common stock of its  subsidiary  Biorelease  Technologies,
                  Inc. ("BTI") for each 25 pre-reverse  split common shares held
                  on  the  record  date  (a  total  of  800,000   shares  to  be
distributed); and finally                   

         (5)      That the officers and directors are  authorized to submit this
                  Information  Statement  pursuant  to  Schedule  14C  under the
                  Securities  Exchange  Act of 1934 to all Company  shareholders
                  which did not sign the  Written  Consent.  The record date for
                  shareholders  to be eligible for the reverse split and the BTI
stock dividend is set as of May 31st, 2001. 

         The purpose of these  changes is to better  reflect the  Company's  new
direction.  The Company's  business,  conducted by its  subsidiary  BTI, has not
proven successful,  as a result of which the Company is divesting itself of that
business.  The Company now intends, by the changes described in this Information
Statement,  to recapitalize the Company in a way which will make the acquisition
of a business or business assets easier to accomplish.                          

         At the present time, the Company intends to seek,  investigate,  and if
warranted,  acquire an interest in a business opportunity.  The Company does not
propose to  restrict  its search for a business  opportunity  to any  particular
industry or  geographical  area and may,  therefore,  engage in essentially  any
business in any industry. The Company has unrestricted discretion in seeking and
participating  in a business  opportunity,  subject to the  availability of such
opportunities, economic conditions and other factors.                           

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         The  selection of a business  opportunity  in which to  participate  is
complex and  extremely  risky and will be made by  management in the exercise of
its business  judgment.  There is no assurance  that the Company will be able to
identify and acquire any business  opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.                                 

         The activities of the Company are subject to several  significant risks
which arise  primarily  as a result of the fact that the Company has no specific
business and may acquire or participate in a business  opportunity  based on the
decision of management  which might,  if allowable in a particular  transaction,
act without the consent, vote, or approval of the Company's shareholders.       

Sources of Opportunities                                                        

         It is anticipated that business  opportunities  may be available to the
Company from various sources, including its officers and directors, professional
advisers,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial community, and others who may present unsolicited proposals.          

         The Company will seek a potential  business  opportunity from all known
sources,  but will rely  principally  on personal  contacts of its  officers and
directors as well as indirect  associations  between them and other business and
professional   people.   Although  the  Company  does  not  anticipate  engaging
professional firms specializing in business acquisitions or reorganizations,  if
management  deems it in the best  interests  of the  Company,  such firms may be
retained.  In some instances,  the Company may publish notices or advertisements
seeking a potential business opportunity in financial or trade publications.    

Criteria                                                                        

         The Company will not restrict  its search to any  particular  business,
industry  or  geographical   location.   The  Company  may  acquire  a  business
opportunity  or  enter  into a  business  in any  industry  and in any  stage of
development.  The Company may enter into a business or  opportunity  involving a
"start up" or new  company.  The Company may acquire a business  opportunity  in
various stages of its operation.                                                

         In  seeking a business  venture,  the  decision  of  management  of the
Company will not be controlled by an attempt to take advantage of an anticipated
or perceived  appeal of a specific  industry,  management  group,  or product or
industry,  but will be based upon the business  objective  of seeking  long-term
capital appreciation in the real value of the Company.                          

         In  analyzing  prospective  business  opportunities,   management  will
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital and other  financial  requirements;  the history of
operations, if any; prospects for the future; the nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of the management;  the potential for further  research,
development  or  exploration;  the  potential  for  growth  and  expansion;  the
potential  for  profit;  the  perceived  public  recognition  or  acceptance  of
products,  services,  trade or service  marks,  name  identification;  and other
relevant factors.                                                               

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         Generally,  the  Company  will  analyze  all  available  factors in the
circumstances  and make a  determination  based upon a  composite  of  available
facts, without reliance upon any single factor as controlling.                  

Methods of Participation of Acquisition                                         

         Specific business  opportunities  will be reviewed and, on the basis of
that review, the legal structure or method of participation deemed by management
to be suitable will be selected.  Such  structures and methods may include,  but
are not  limited to,  leases,  purchase  and sale  agreements,  licenses,  joint
ventures,  other  contractual  arrangements,  and may involve a  reorganization,
merger or consolidation transaction.  The Company may act directly or indirectly
through  an  interest  in  a   partnership,   corporation,   or  other  form  of
organization.                                                                   

Procedures                                                                      

         As part  of the  Company's  investigation  of  business  opportunities,
officers and directors may meet  personally with management and key personnel of
the firm  sponsoring  the  business  opportunity,  visit  and  inspect  material
facilities,  obtain independent  analysis or verification of certain information
provided,  check  references of management and key personnel,  and conduct other
reasonable measures.                                                            

         The Company will  generally  request  that it be provided  with written
materials  regarding  the  business  opportunity  containing  such  items  as  a
description  of  product,  service  and  company  history;  management  resumes;
financial information; available projections with related assumptions upon which
they are based; an explanation of proprietary products and services; evidence of
existing  patents,  trademarks or service marks or rights  thereto;  present and
proposed  forms of  compensation  to management;  a description of  transactions
between the prospective  entity and its affiliates;  relevant  analysis of risks
and competitive conditions;  a financial plan of operation and estimated capital
requirements; and other information deemed relevant.                            

Competition                                                                     

         The Company expects to encounter substantial competition in its efforts
to  acquire a  business  opportunity.  The  primary  competition  is from  other
companies  organized  and funded for similar  purposes,  small  venture  capital
companies,  small business  investment  companies and wealthy  individuals.  The
Company has engaged in  discussions  with  acquisition  candidates  in the past,
including the possible Polar  Molecular  Corporation and Electric Energy Storage
acquisitions,  both of which were  terminated.  At this time, the Company has no
agreements or understandings to acquire any business or assets.                 

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Security Ownership of Certain Beneficial Owners and Management                  

         Information  concerning  the number and  percentage of shares of voting
Common Stock of the Company owned as of May 15, 2001, of record and beneficially
by any  person  known by the  Company  to be the  owner  of more  than 5% of the
outstanding  shares of common stock and  management,  is set forth on the charts
below.                                                                          

Name and                         Number of Shares               Percent of      
Address of                       Beneficially                   Common Stock    
Beneficial Owner                 Owned                          Outstanding**   
----------------                 -----                          -------------   

Sandra J. Reeves                  2,972,213(1)(2)                     16.6%     
754 Straw Hill                                                                  
Manchester, NH 03104                                                            

R. Bruce Reeves                   3,874,193(2)(7)                     21.5%     
754 Straw Hill                                                                  
Manchester, NH 03104                                                            

Richard Schubert                  997,639(2)(6)                       5.5%      
7811 Old Dominion Drive                                                         
McLean, VA 22102                                                                

Kevin T. McGuire                  455,539(2)(4)                       2.5%      
148 Robinson Road                                                               
Hudson, NH 03051                                                                

Richard Whitney                   874,771(2)(3)(5)                    4.9%      
1612 K St. N.W. #308                                                            
Washington, DC 20006                                                            

All Officers and                                                                
Directors as a Group                                                            

(4 Persons)                     6,202,142 (2)(3)(4)(5)(6)            34.4%      

**       Based  upon  17,924,238   shares  issued  and  outstanding  and  85,000
         exercisable options for the above named persons, as of the date hereof.

(1)      Consists of 1,384,213 shares owned by Ms. Reeves directly and 1,588,000
         shares owned by R.T. Robertson Consultants, Inc. of which Ms. Reeves is
         corporate secretary and 90% owner. Sandra Reeves disclaims ownership of
the shares owned by her husband R. Bruce Reeves.              

(2)      Except as indicated in other footnotes, each person has sole voting and
dispositive power over the shares indicated.                  

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(3)      Includes 50,000 shares each for Mr. Whitney that are issued at June 30,
         1999 upon  exercise  of a like number of options  that are  pursuant to
consulting agreements with this individual.                   

(4)      Includes  154,539 shares that are held by Mr. and Mrs.  McGuire jointly
with rights of survivorship.                                  

(5)      Includes  97,271  shares  owned by The Venture  Fund of  Washington,  a
         limited   partnership.   Mr.  Whitney  is  a  limited   partner  owning
approximately 19% of the limited partnership.                 

(6)      Includes  32,500 and 52,500  options  currently  exercisable  under the
         Company's Directors' Stock Option Plan to Mr. Schubert and Mr. Whitney,
respectively.                                                 

(7)      Excludes  1,588,000 shares held by R T Robertson  Consultants,  Inc. as
         Trustee for certain  creditors  under terms of the Asset  Agreement and
         1,384,213 shares owned by Mrs. Reeves. Dr. Reeves disclaims  beneficial
         ownership  and  personal  interest  in  shares  held by  these  related
parties.                                                      

Management of Biorelease Corporation                                            

   The following table delineates certain information concerning the
directors and executive officers of the Company:                                

                                                               Positions
                                            Positions with         with BTI, the
Name                       Age             the Company            subsidiary  
 ----                       ---             -----------            -------------

Richard Schubert           63               Chairman,              Director     
                          Board of Directors

R. Bruce Reeves            60               President,             President &  
                                       Principal Financial    Director
               Officer

Kevin T. McGuire           50               Treasurer              Treasurer    

Richard Whitney            61               Director                            

         Directors  are  elected  by the  stockholders  to serve  until the next
annual meeting of stockholders  or until their  successors have been elected and
have duly  qualified.  Officers are  appointed to serve until the meeting of the
Board of Directors  following the next annual meeting of stockholders  and until
their successors have been elected and have qualified.                          

         A summary  of the  business  experience  of each  current  officer  and
director of the Company is as follows:                                          

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         RICHARD  SCHUBERT  has been  Chairman of the Board of  Directors of the
Company since July 1992. Mr. Schubert is currently a business  consultant.  From
December  1990 through  September  1995,  Mr.  Schubert was the President of The
Points of Light  Foundation,  a  foundation  created to  encourage  Americans to
become  directly  involved  in  consequential  community  service  in respect of
critical social issues.                                                         

         R BRUCE REEVES,  Ph.D.,  served as the  President  and Chief  Executive
Officer of the  Company  from May 1993  until  October  1996,  as CEO only until
February 1998,  and then as CEO and President  again since February 1998. He has
been Secretary and a Director of the Company since July 1992 and Chief Executive
Officer,  Secretary  and a Director of the Company's  subsidiary  BTI until June
1995 when operations of the Subsidiary were curtailed.                          

         KEVIN T MCGUIRE has been the Company's and BTI's  Treasurer  since June
1992. Since April 1994 he has served without  compensation on a part time basis.
The Company contracts for accounting and tax services through an accounting firm
owned by the spouse of Mr.  McGuire  that has  assisted  the Company to maintain
compliance  with  accounting  activities and Securities and Exchange  Commission
reporting  for the Company.                                                     

         RICHARD  WHITNEY has been a Director of the Company since July 1992. He
is  currently  a  Principal  in a  Snelling  &  Snelling  franchise  located  in
Washington D.C.  Formerly Mr. Whitney served as a general partner of The Venture
Fund of  Washington  (the "Fund")  from 1989 until August of 1994.  The Fund has
investments  that  include  pension  funds,  insurance  companies,   banks,  and
corporations.                                                                   

No Solicitation of Votes                                                        

         Under Section 228 of the DGCL, in lieu of a meeting, shareholder action
may be  taken  by  written  consent  of a  majority  of the  outstanding  shares
necessary to  authorize  the  transaction.  Six  shareholders  owning a total of
9,213,424 shares, or 51.4% of the Company's 17,924,238  outstanding shares, have
signed the Written Consent.  Therefore,  other than those six  shareholders,  no
vote of any other  shareholder  of the  Company is  required  to  authorize  the
corporate actions described in this Information Statement.                      

         The Board of Directors of the Company also approved these  changes,  by
unanimous consent dated May 2, 2001.                                            

         The Company is not required to solicit and is not  soliciting  votes or
consents from any of the Company's other shareholders.                          

Payment of Expenses                                                             

         The payment of expenses  related to the  preparation and filing of this
Information Statement has been made by the Company.                             

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More Information                                                                

         This Information  Statement is provided for information  purposes only.
We are not soliciting proxies in connection with the items described herein. You
are not required to respond to this Notice.                                     

         The  accompanying  Information  Statement is for  information  purposes
only. Please read the accompanying information statement carefully.             

         The Company  files  annual,  quarterly  and  special  reports and proxy
statements and other  information  with the Securities and Exchange  Commission.
You may read and copy any reports,  statements or other  information the Company
files at the SEC's public  reference room at 450 Fifth Street N.W.,  Washington,
D.C. 20549, or on the SEC's web site, http://www.sec.gov.                       

         You may call the SEC at 1-800-SEC-0330  for further  information on the
public reference rooms. You may also obtain copies of the filings of the Company
has made with SEC directly from the Company by requesting  them in writing or by
telephone at the address set forth earlier in this Information Statement.       

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRER14C’ Filing		Date		First		Last			Other Filings
Filed on:		5/21/01
		5/15/01		6					10QSB
		5/2/01		8					8-K,  PRE 14C
		5/1/01		2
		6/30/99		7					10KSB,  NT 10-K
									List all Filings