SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
   [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 1995.


   [ ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
Act of 1934 for the transition period from ____________ to ___________________.



         Commission file number: Q-2549


                            BRIA COMMUNICATIONS CORP.
             (Exact name of Registrant as specified in its charter)


          New Jersey                                             22-1644111
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


268 West 400 South, Suite 300, Salt Lake City, Utah                     84101
   (Address of principal executive offices)                          (Zip Code)


                                  (801) 575-8073
                           (Issuer's telephone number)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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                       No   XX

         The number of shares of the issuer's common stock (par value $0.001 per
share) outstanding as of June 30, 1995 was 420,069.

              Transitional Small Business Issuer Disclosure Format
                                   (Check One):
                                    Yes No XX




<PAGE>



                                TABLE OF CONTENTS

PART I ........................................................................3

         ITEM 1.    FINANCIAL STATEMENTS.......................................3

         ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS.......................4

PART II  8

         ITEM 1.    LEGAL PROCEEDINGS..........................................8

         ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K...........................8

SIGNATURES.....................................................................8

EXHIBITS.......................................................................9



<PAGE>


                                     PART I



ITEM 1.  FINANCIAL STATEMENTS



         Please  see Pages F-1  through  F-5 for the  financial  statements  the
Company is required to file in this report.









                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]




<PAGE>
<TABLE>
<CAPTION>
                                                  BRIA COMMUNICATIONS CORPORATION
                                           FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                                                      CONDENSED BALANCE SHEETS

                                                                                               Unaudited
                                                                                                June 30      December 31
                                                                                                  1995           1994
                                                                                              -----------    -----------
<S>                                                                                           <C>            <C>
                                                    ASSETS
CURRENT ASSETS:
     Cash ..............................................................................     $         87 $         166
     Accounts receivable ...............................................................           --             --
     Inventory .........................................................................           --             --
                                                                                              -----------    -----------
                                                  TOTAL CURRENT ASSETS .................               87           166
                                                                                              -----------    -----------

PROPERTY AND EQUIPMENT, at cost:
     Machinery and equipment ...........................................................           --             --
     Leasehold improvements and other equipment ........................................           --             --
                                                                                              -----------    -----------

        Total Property and Equipment ...................................................           --             --
     Less accumulated depreciation .....................................................           --             --
                                                                                              -----------    -----------
                                            NET PROPERTY AND EQUIPMENT .................           --             --
                                                                                              -----------    -----------
                                                          OTHER ASSETS .................           41,713        41,713
                                                                                              -----------    -----------
                                                                                              $    41,800   $    41,879
                                                                                              ===========    ===========


                                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Notes payable - officers and directors ............................................      $    59,310   $    59,310
     Accounts payable ..................................................................          842,350     1,030,592
     Other current liabilities .........................................................          348,780       153,695
                                                                                              -----------    -----------
                                             TOTAL CURRENT LIABILITIES .................        1,250,440     1,243,597
                                                                                              -----------    -----------


STOCKHOLDERS'  EQUITY (DEFICIT):
     Common stock:
        Class A, $.001 par value, shares issued and
          outstanding, 420,069 and 8,299,800 ...........................................      $       420   $   829,980
          200,000,000 shares authorized
        Class B $.001 par value, shares issued and
          outstanding, 213,438 (convertible into Class A shares) .......................              213         9,844
          220,000 shares authorized
     Capital in excess of par value ....................................................        5,561,876     4,534,444
     Accumulated deficit ...............................................................       (6,771,149)   (6,575,986)
                                                                                               -----------    -----------
                                  TOTAL STOCKHOLDERS' EQUITY (DEFICIT) .................       (1,208,640)   (1,201,718)
                                                                                               -----------    -----------
                           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ ...............           41,800   $    41,879
                                                                                               ===========    ===========





                                See Accompanying notes to unaudited condensed financial statements.

                                                                F-1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                  BRIA COMMUNICATIONS CORPORATION
                                           FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                                            UNAUDITED CONDENSED STATEMENTS OF OPERATIONS



                                                   Three Months Ended              Six Months Ended
                                               --------------------------    ---------------------------
                                                 June 30        June 30        June 30        June 30
                                                   1995           1994           1995           1994
                                               -----------    -----------    -----------    -------------
<S>                                            <C>            <C>            <C>            <C>
REVENUE ................................   $         --    $      275,205  $       --    $        427,096
                                               -----------    -----------    -----------    -------------

COSTS AND EXPENSES:
     Cost of sales .....................                             --          297,876          392,826
     Selling, general and administrative            59,902        522,926        195,164          775,910
     Interest ..........................                             --            1,488            7,655
                                               -----------    -----------    -----------    -------------
                                                    59,902        822,290        195,164        1,176,391
                                               -----------    -----------    -----------    -------------

LOSS BEFORE EXTRAORDINARY ITEMS:

NET LOSS ...............................   $     (59,902)  $    (547,085) $   (195,164)  $       (749,295)
                                               ===========    ===========    ===========    =============
NET LOSS PER SHARE: ....................   $       (0.02)  $      (0.07)  $      (0.07)  $          (0.10)

AVERAGE COMMON SHARES OUTSTANDING ......       2,999,207      7,841,092      2,904,901          7,841,092




                                See Accompanying notes to unaudited condensed financial statements.
                                                                F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                  BRIA COMMUNICATIONS CORPORATION
                                           FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                                       UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                                                         Capital
                                                           Class A     Class A    Class B   Class B      In Excess     Accumulated
                                                           Shares      Amount     Shares    Amount       Of Par        Deficit
                                                         -----------  ---------  --------  ---------    -------------  -------------
<S>                                                      <C>          <C>        <C>       <C>          <C>            <C>     
BALANCE, December 31, 1992 ..........................      1,972,654    197,265   98,438      9,844        4,263,250     (2,887,656)

    Exercise of stock options .......................      1,400,000    140,000     --          --             55,00          --

    Additional shares issued ........................        250,000     25,000     --          --             --             --

    Net loss for the year ...........................          --          --       --          --             --        (2,552,896)
                                                         -----------  ---------  --------  ---------    -------------  -------------

BALANCE, December 31, 1993 ..........................     3,622,654     362,265   98,438        9,844      4,318,250    $(5,440,552)

    Exercise of stock options .......................     4,487,800     448,780     --          --           216,194           --

    Additional shares issued for services ...........       189,346      18,935     --          --             --             --

    Net loss for the year ...........................          --          --       --          --             --        (1,135,434)
                                                         ----------  ----------   --------  ----------  -------------  -------------

BALANCE, December 31, 1994 ..........................     8,299,800     829,980    98,438        9,844     4,534,444    $(6,575,986)

    1-to-40 reverse stock split .....................    (8,092,305)   (809,230)    --          --           809,230          --

    Reduction in par value (Class A & B) ............          --       (20,542)    --          (9,746)       30,287          --

    Debt settlement through stock ...................        17,583          18     --          --            60,933          --

    Net loss for period .............................          --           --      --          --             --          (135,261)
                                                         ----------  ----------   --------  ----------  -------------  -------------

BALANCE, March 31, 1995 .............................       225,078         225    98,438           98     4,534,444     (6,711,247)

    Debt settlement through stock ...................       194,991         195     --          --           127,097          --

    Stock issuance for services .....................          --           --    115,000          115          (115)         --

    Net loss for period .............................          --           --      --          --             --          (59,902)
                                                         ----------  ----------  ---------  ----------  -------------  -------------
BALANCE, June 30, 1995 ..............................       420,069         420   213,438          213     5,561,876     (6,771,149)
                                                         ==========  ==========  =========  ==========  =============  =============



                               See Accompanying notes to unaudited consolidated financial statements.

                                                                F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                  BRIA COMMUNICATIONS CORPORATION
                                           FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                                            UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 
                                                                                                         For the six months ended
                                                                                                     -------------------------------
                                                                                                        June 30             June 30
                                                                                                          1995                1994
                                                                                                     -------------     -------------
<S>                                                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ......................................................................................  $    (195,164)   $     (749,295)
                                                                                                     -------------     -------------
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and amortization ..............................................................          --                --
      Common stock issued for services ...........................................................          --                --
      Loss on disposal of property ...............................................................          --                --
      Abandonment of fixed assets ................................................................          --                --
      Gain from elimination of debt ..............................................................          --                --
      (Increase) decrease in accounts receivable .................................................          --               54,718
      (Increase) decrease in inventories .........................................................          --              389,857
      (Increase) decrease in other current assets ................................................          --             (593,082)
      (Increase) decrease in other assets ........................................................          --               (1,379)
      Increase (decrease) in accounts payable ....................................................          --             (317,649)
      Increase (decrease) in accrued liabilities .................................................        195,085             9,923
                                                                                                     -------------     -------------

                                                   Total adjustments .............................        195,085          (457,612)
                                                                                                     -------------     -------------

                    Net cash provided (used) by operating activities $ ...........................  $         (79)   $   (1,206,907)
                                                                                                     -------------     -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash payments for the purchase of property ....................................................          --                --
   Cash proceeds from the sale of property .......................................................          --              347,053
                                                                                                     -------------     -------------

                    Net cash provided (used) by investing activities $ ...........................          --              347,053
                                                                                                     -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercise of stock options and
     issuance of additional shares ...............................................................          --            1,113,278
   Net proceeds from private placement ...........................................................          --                --
   Repayment of debt .............................................................................          --             (165,661)
   Principal payments on capital leases ..........................................................          --                --
   Principal payments on long-term debt ..........................................................          --                --
   Loans from officers and directors .............................................................          --                --
   Repayment of officers and directors loans .....................................................          --                --
                                                                                                     -------------     -------------

                    Net cash provided (used) by financing activities $ ...........................  $       --       $      947,617
                                                                                                     -------------     -------------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
   Cash, beginning ...............................................................................            166             6,006
                                                                                                     -------------     -------------

   Cash, ending ..................................................................................  $          87    $       93,769
                                                                                                     =============     =============

                                See accompanying notes to unaudited condensed financial statements.

                                                                F-4

</TABLE>
<PAGE>

                         BRIA COMMUNICATIONS CORPORATION
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.       Basis of Presentation

The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance  with the  instructions in Form 10-QSB and,
therefore,  do not include all information  and footnotes  required by generally
accepted  accounting  principles and should,  therefore,  be read in conjunction
with the Company's  Annual Report to Shareholders on Form 10-KSB for fiscal year
ended  December  31,  1994.  These  statements  do include all normal  recurring
adjustments which the Company believes  necessary for a fair presentation of the
statements.  The interim operation results are not necessarily indicative of the
results for the full year ending December 31, 1995.

2.       Changes in Common Stock

During the quarter  ended on June 30, 1995,  the Company  issued 8,983 shares of
its Class A Common Stock to settle $34,292 of the past due debts owed to various
vendors.

On March 24, 1995, the Company agreed to issue Friedman,  Johnson,  and Lawrence
Friedman 10% of the issued and  outstanding  Class A Common Stock on the date of
issuance as payment for services  rendered prior to 1995. The shares were issued
on April 1, 1995 when the number of issued and outstanding  Class A Common Stock
was  1,860,080  (excluding  shares  owned  by  the  three  former  officers  and
directors). The Company issued such shares as follows: 4.9% to Friedman, 4.9% to
Johnson, and 0.2% to Lawrence Friedman. Consequently,  Friedman and Johnson each
received 91,144 shares and Lawrence Friedman received 3,720 shares.

On April 1, 1995,  the Company  issued  Canton  Financial  Services  Corporation
("CFSC") 115,000 shares of its Class B Common Stock for services rendered.

3.       Additional footnotes included by reference



(1) Except as indicated in the Note #2 above,  there has been no other  material
changes in the  information  disclosed in the notes to the financial  statements
included  in the  Company's  annual  Report on Form  10-KSB  for the year  ended
December 31, 1994. Therefore those footnotes are included herein by reference.


                                      F-5
<PAGE>


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS

         BRIA  Communications  Corporation,  a New  Jersey  corporation  that is
hereafter referred to as the "Company", ceased all active operations on June 30,
1994. Four administrative  employees remained on the payroll until September 30,
1994 in order to facilitate  the sale of the final Company assets in preparation
for a proposed  merger with  MAXMusic,  Inc.  that was  subsequently  rescinded.
Please see the Company's Form 10-KSB for the period ended December 31, 1994, for
more  information on rescinded  merger with  MAXMusic.  The services of the four
employees were terminated on September 30, 1994.

         On or about June 30,  1994,  the  Company's  charter was  involuntarily
dissolved  by the State of New  Jersey for  failure to file its 1994  annual tax
return and remit the necessary  fees due to preserve its status as a corporation
in good standing.  The Company paid the State of New Jersey  $5,652.66 to settle
all  outstanding  obligations  on or about  September  30, 1995. On November 29,
1995,  the Company filed Form CBT-100  (corporate  business tax return) with the
State of New Jersey.  The Company  received its Certificate of  Reinstatement on
December 22, 1995, that was effective on December 20, 1995.

         The move of the Company's  principal  offices,  which began on December
16, 1994,  was  completed in early January  1995.  The move of offices  occurred
after Richard D. Surber gained  control of the Company  pursuant to a Settlement
Agreement  dated  December 16, 1994 by and among the Company,  Ira L.  Friedman,
formerly the president,  chief  executive  officer and a director of the Company
("Friedman"),  Richard T. Johnson,  formerly the chief financial  officer,  vice
president  of finance  and a director  of the  Company  ("Johnson"),  The Canton
Industrial Corporation,  a Nevada corporation  ("Canton"),  and A-Z Professional
Consultants,  Inc., a Utah corporation ("A-Z") (the "Settlement Agreement"). The
Settlement  Agreement resolved disputes over agreements that involved consulting
arrangements and  organizational  consolidations  among the Company,  Canton and
A-Z. Richard D. Surber, a director and the chief executive officer of Canton, is
the  president  and sole  director of A-Z. Mr.  Surber's  control arose from his
appointment  as  the  Company's  president  and  a  director  and  his  indirect
beneficial  ownership  of  voting  securities.   For  more  information  on  the
Settlement Agreement,  please see "Item 6 Management Discussion and Analysis" of
the  Company's  Form 10-KSB for the period ended  December  31,  1994,  which is
incorporated herein by this reference.

         Pursuant  to a Letter  Agreement  dated  July 7, 1995 and its  Addendum
dated July 11, 1995, the parties to the Settlement  Agreement  modified  certain
terms of the Settlement Agreement to include, among other terms, the issuance of
certain shares of the Company's Class A common stock to Friedman,  Johnson,  and
Lawrence  Friedman,  formerly  the  Chairman  of the Board and a director of the
Company.  Ira Friedman was issued 85,800 shares, which include 55,800 shares for
services rendered prior to 1995 and 30,000 shares for the services that Material
Technology,  Inc.,  rendered  in 1995.  (Material  Technology  Inc. is a company
controlled by Ira Friedman and Richard  Johnson.) The Company also issued 79,200
shares to Richard Johnson,  including 55,800 shares for services  rendered prior
to 1995 and 23,400 shares for services that PTA Technology, Inc. provided during
1995 (PTA  Technology  Inc. is a company  controlled by Richard  Johnson and Ira
Friedman).  In addition,  the Company  issued  20,000 shares to Ira Friedman and
Richard Johnson, jointly, for their March 1995 payment of $12,537 to the IRS for
the Company's  payroll taxes. The Company also agreed to use its best efforts to
register  said  shares  (as well as all  shares  issued  to  Friedman,  Lawrence
Friedman and Johnson pursuant to paragraph 1(b)(v) of the Settlement  Agreement)
on an available  registration  statement format,  which may include Form S-8, as
soon as it is feasible for the Company to so undertake.

<PAGE>

         The Company  remained  dependent  on the  services of Canton  Financial
Services Corporation  ("CFSC"), a wholly-owned  subsidiary of Canton, during the
second  quarter of fiscal year 1995.  CFSC's  services were  initially  retained
pursuant to the December 16, 1994  Settlement  Agreement and later pursuant to a
Consulting  Agreement  effective on February 18, 1995.  Please see the Company's
Form 10-KSB for the period ended  December 31, 1994 for more  information on the
Settlement Agreement and the Company's initial retainer of CFSC's services.

         Pursuant to this  Consulting  Agreement,  CFSC has provided the Company
with a variety of consulting services and administrative tasks in exchange for a
monthly  fee based on the rates at which the  services of CFSC's  employees  are
billed.  The monthly fee is payable in the  restricted  shares of the  Company's
Class A common stock. The Consulting  Agreement's term is one year;  however, it
is terminable  with 30-day notice and can be extended on a monthly  basis.  CFSC
has provided the Company  with office  space as well as various  accounting  and
legal services  including  internal record  keeping,  the preparation of reports
required  to be filed with  Securities  and  Exchange  Commission  ("SEC"),  the
negotiation  of settlement of the Company's  debts,  and the search for a viable
merger or acquisition  candidate.  In addition,  CFSC introduced AltaChem to the
Company.  As  discussed  in  "Item  2  -Management's   Discussion  and  Analysis
(Subsequent to June 30, 1995)",  AltaChem signed a stock exchange agreement with
the Company on December 8, 1995.

         Through the efforts of CFSC, in the Spring of 1995 the Company was able
to settle debts with 16 of the Company's creditors.  The terms typically offered
by the Company to its creditors involve the issuance of restricted shares of the
Class A common stock  (valued at $2.00 per share) in the Company equal to 10% of
the amount of each debt in exchange  for the  creditors'  complete  discharge of
such  liabilities.  The Company issued 158,166  restricted shares of the Class A
common  stock in exchange for the written  discharge  of $233,726 in debt.  This
debt settlement  campaign reduced the Company's accounts payable from $1,030,592
on December 31, 1994, to $725,750 on September 30, 1995. Although the Company is
still attempting to settle its existing liabilities,  no assurances can be given
that any additional debts will be settled for a number of shares of common stock
acceptable to the Company.

         The Company  experienced  changes in its  management  during the second
quarter when one of its directors,  Christopher Swaner, resigned due to personal
reasons and not because of any disagreements or disputes with the Company or its
management  in any respect,  on March 30, 1995.  Mark Knudson was appointed as a
director of the Company on March 30,  1995,  to fill the vacancy  created by Mr.
Swaner's resignation. Mr. Knudson subsequently resigned on July 31, 1995 without
any disagreements with the Company.

<PAGE>


MANAGEMENT'S  DISCUSSION  AND ANALYSIS OR PLAN OF OPERATION  (SUBSEQUENT TO JUNE
30, 1995).

         Since  June 30,  1995,  the  Company  has  continued  to  exchange  its
publicly-traded Class A common stock for other tangible assets such as media and
trade  credits.  One such  transaction  executed by the Company during the third
quarter was the sale of 200,000  shares of its Class A restricted  common stock,
effective July 11, 1995, to Itex Corporation, a Nevada corporation,  in exchange
for 100,000 ITEX Trade Dollars which can be used on the Itex Barter  Exchange to
acquire a variety of goods and services.  An additional  transaction executed by
the Company after the second quarter was the purchase of $500,000 worth of media
credits on July 31, 1995, from Associated  Reciprocal Traders ("ART"), a British
Virgin  Island  corporation,  in exchange for 500,000  restricted  shares of the
Company's Class A common stock.

         The Company entered into a Stock Exchange Agreement on December 8, 1995
with AltaChem Group,  Inc., a corporation  formed under the laws of the Republic
of Ireland  ("AltaChem").  AltaChem  is a chemical  company  that  manufactures,
distributes,  and sells  chemicals  used in the building  industry,  including a
polyurethane foam product used as insulation,  sealants and caulking  materials.
The Stock Exchange Agreement  provided for the Company's  acquisition of 100% of
the issued and outstanding  capital stock of AltaChem in exchange for 21,623,996
shares of the Company's  Class A common  stock,  which equaled 75% of the issued
and outstanding shares of Class A common stock on September 1, 1995, the date of
stock issuance.

         The  legal and  beneficial  shareholders  of  AltaChem's  common  stock
("ACS"), include James Tilton, the Company's current chief executive officer and
one of its directors,  and ADS Group, Inc., a Belgian corporation.  James Tilton
is also ADS Group's chief executive officer.  Aster De Schrijver,  the Company's
Chairman of the Board and also one of its  directors,  is the  president and the
majority  shareholder  of the ADS Group.  Jane Zheng is the wife of James Tilton
and  one  of  the  Company's  directors.  These  shares  were  issued  with  the
understanding  that  they  would be  retired  in the event  the  merger  did not
transpire.  The net effect of this stock exchange  (which has been effected as a
tax free  reorganization  pursuant to Section  368(1)(b) of the Internal Revenue
Code of 1986, as amended) is that ACS owns a 75% interest in the Company and the
Company owns 100% of AltaChem.

         To  encourage  AltaChem  and  ACS to  enter  into  the  Stock  Exchange
Agreement,  on August 3, 1995,  the  Company's  board of  directors  unanimously
appointed James Tilton,  Jane Zheng and Aster De Schrijver to serve as directors
of the Company. Upon the resignation of Richard D. Surber on August 5, 1995 from
the  position as a director of the Company and as its  secretary/treasurer,  the
board of directors appointed Ms. Zheng to serve as secretary/treasurer, and also
appointed Mr. Tilton as the chief executive  officer of the Company.  Mr. Surber
resigned for personal  reasons and with no  disagreements  or disputes  with the
Company or its management.

         The  Company  is not  aware of any  arrangements  that may  result in a
change in control of the Company in the future.


<PAGE>


Results of Operations

         Revenue  for the three  months  ended June 30,  1995 was $0 compared to
$275,205 for the same period in 1994.  Revenue for the six months ended June 30,
1995 was $0 compared to $427,096 for the six months  ended June 30,  1994.  Both
decreases can be attributable to the Company's lack of active operations.

         The cost of revenues for the three months ended June 30, 1995 decreased
to $0 from  $297,876  for the same period in 1994.  The cost of sales during the
six months ended June 30 was $0 for 1995 and $392,826 for 1994.  Since there was
no active operation during the first six months of 1995, the Company incurred $0
in cost of sales.  Selling,  general and  administrative  expenses for the three
months  ended June 30, 1995  decreased  to $59,902  from  $522,926 for the three
months ended June 30, 1994.  For the six months ended June 30, 1995, the Company
incurred $195,164 in selling,  general, and administrative  expenses compared to
$775,910  for the six months  ended June 30,  1994.  The  decrease  in  selling,
general,  and administration  costs was due primarily to the Company's cessation
of all active operations.

         The net loss for the  three  months  ended  June 30,  1995 was  $59,902
compared to $574,085 for the same period in 1994. During the first six months of
1995, the Company  incurred a net loss of $195,164  compared to $749,295 for the
first six months of 1994.  The reduced level of net losses can be attributed to,
again, the Company's inactive status.

Capital Resources and Liquidity

         The deficiency in working capital increased from $428,407 in the second
quarter of 1994 to $1,250,353 in the second quarter of 1995. This  deterioration
was primarily  attributable  to the Company's  liquidation  of a majority of the
current  assets  to  satisfy   long-term  debts  without  reducing  the  current
liabilities.  Another reason for the  deterioration is that the Company incurred
additional  debts to various  consultants  for services  rendered after June 30,
1994.

         In the second  quarter of 1995,  the Company issued 8,983 shares of its
Class A common stock to settle debts owed to various  vendors.  The Company also
issued 91,144 shares to Ira Friedman,  formerly the president,  chief  executive
officer  and a director  of the Company  for  services  rendered  prior to 1995.
Richard T. Johnson,  formerly the chief  financial  officer,  vice  president of
finance and a director of the Company,  and Lawrence Friedman were issued 91,144
shares and 3,720 shares respectively for the same reason.

         Net  stockholders'  deficit  was  $386,211  as of  June  30,  1994  and
$1,208,640  as of June 30, 1995.  The increase was due to the  substantial  loss
incurred  for the year ended  December  31, 1994 and loss  sustained  during the
first six months of 1995.

<PAGE>


                                     PART II



ITEM 1.  LEGAL PROCEEDINGS

         No legal  proceedings  against the Company  were  initiated  during the
second quarter of 1995, and no pending legal  proceedings  involving the Company
had  any  material  developments  during  the  second  quarter  of  1995.  For a
discussion of the pending legal  proceedings  involving the Company,  please see
the  Form  10-KSB  for the  fiscal  year  ended  December  31,  1994,  which  is
incorporated herein by this reference.



ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.  Exhibits  required to be  attached  and filed by Item 601 of
         Regulation  S-K are listed in the Index to  Exhibits  on page 8 of this
         Form 10-Q and are incorporated herein by this reference.

(b)      Reports  on Form 8-K.  There  were no reports on Form 8-K filed for the
         quarter ended June 30, 1995.


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 11th day of December 1995.

BRIA COMMUNICATIONS CORP.



By:
Name: /s/ Richard Lifschutz
Title:   President



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                                INDEX TO EXHIBITS

EXHIBIT  PAGE    DESCRIPTION
NO.               NO.

3(a)      *         Certificate  of  Incorporation  of the  Company.
                    (Incorporated  herein by reference  from exhibit of
                    like number  from the  Company's  Annual  Report on
                    From 10-KSB for the year ended December 31, 1988).

3b        *         By-Laws of the Company.  (Incorporated  herein by
                    reference  from  exhibit  of like  number  from the
                    Company's Annual Report on From 10-KSB for the year
                    ended December 31, 1988).

3c        *         Warrant  issued  December 31, 1986 by the Company
                    to Mid-Monmouth  Realty  Associates.  (Incorporated
                    herein by  reference  from  exhibit of like  number
                    from the Company's Annual Report on From 10-KSB for
                    the year ended December 31, 1988).


10(i)     *         Exhibits

                        MATERIAL CONTRACTS

10(i)(a)  *         Letter  of  Agreement  dated  February  28,  1995
                    between  the   Company   and   Richard   Lifschutz.
                    (Incorporated  herein by reference  from Exhibit of
                    like number from the Company's Form 10-KSB for year
                    ended December 31, 1994.)

10(i)(b)  *         Settlement Agreement dated December 16, 1994, between
                    the Company, Richard T. Johnson, Ira Friedman, A-Z 
                    Professional Consultants, Inc. and The Canton Industrial 
                    Corporation. (Incorporated herein by reference from
                    Exhibit of like number from the Company's Form 10-KSB 
                    for year ended December 31, 1994.)

10(i)(c)  *         Consulting  Agreement  dated  August 4, 1995 but
                    made effective  March 1, 1995,  between the Company
                    and East-West  Trading  Corporation.  (Incorporated
                    herein by  reference  from  Exhibit of like  number
                    from the  Company's  Form  10-KSB  for  year  ended
                    December 31, 1994.)

10(i)(d)  *         Consulting  Agreement  dated  August 4, 1995 but
                    made effective  March 1, 1995,  between the Company
                    and Karston Electronics,  Ltd. (Incorporated herein
                    by  reference  from Exhibit of like number from the
                    Company's  Form 10-KSB for year ended  December 31, 1994.)

10(i)(e)  *         Consulting  Agreement dated May 16, 1995, between
                    the   Company  and  Canton   Financial   Consulting
                    Services   Corporation.   (Incorporated  herein  by
                    reference  from  Exhibit  of like  number  from the
                    Company's  Form 10-KSB for year ended  December 31, 1994.)

10(i)(f)  *         Letter of Agreement and  Settlement of all Claims
                    dated  July  7,  1995,   amending  the   Settlement
                    Agreement  dated  December  16,  1994,  between the
                    Company,  The Canton  Industrial  Corporation,  A-Z
                    Professional Consultants, Inc., Ira L. Friedman and
                    Richard  T.   Johnson.   (Incorporated   herein  by
                    reference from Exhibit 10 to Current Report on Form
                    8-K filed by the Company on December 30, 1994.)

10(i)(g)  *         Amendment to Letter of Agreement  and  Settlement
                    of All  Claims,  dated July 11,  1995  between  the
                    Company,  The Canton  Industrial  Corporation,  A-Z
                    Professional Consultants, Inc., Ira L. Friedman and
                    Richard  T.   Johnson.   (Incorporated   herein  by
                    reference  from  exhibit  of like  number  from the
                    Company's Annual Report on From 10-KSB for the year
                    ended December 31, 1994).

10(i)(h)  *         Binding  Letter of Intent between the Company and
                    MAXMusic,    Inc.    dated   February   14,   1994.
                    (Incorporated  herein by reference  from Exhibit 10
                    to Current  Report on Form 8-K filed by the Company
                    on March 11, 1994.)

10(i)(i)  *         Stock Exchange Agreement dated December 8, 1995, 
                    between the Company and AltaChem Group, Inc.  
                    (Incorporated herein by reference from exhibit of
                    like number from the Company's Annual Report on 
                    Form 10-KSB/A for the year ended December 31, 1994).

27       17         Financial Data Schedule.

* These exhibits appear in the manually signed original  Reports for the periods
indicated by each item and are hereby incorporated by this reference.