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 March 31, 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 March 31, 1995 was 225,078.

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

                                TABLE OF CONTENTS

PART I ....................................................................... 4

     ITEM 1.   FINANCIAL STATEMENTS .......................................... 4

     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS ......................... 10


PART II ..................................................................... 13

     ITEM 1.  LEGAL PROCEEDINGS ............................................. 13

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
              OF SECURITY HOLDERS ........................................... 13

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K .............................. 14

SIGNATURES .................................................................. 14

EXHIBITS .................................................................... 15


<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>

                                        BRIA COMMUNICATIONS CORPORATION
                                FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                                           CONDENSED BALANCE SHEETS

                                                                                                     Unaudited
                                                                                                      March 31     December 31
                                                                                                        1995           1994
                                                                                                    -----------    -----------
<S>                                                                                                 <C>            <C>    

                                                         ASSETS
CURRENT ASSETS:
     Cash .......................................................................................   $       107    $       166
     Accounts receivable ........................................................................          --             --
     Inventory ..................................................................................          --             --

                                                                                                    -----------    -----------
                                                  TOTAL CURRENT ASSETS ..........................           107            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
                                                                                                    -----------    -----------
                                                                                                    $    41,820    $    41,879
                                                                                                    ===========    ===========


                                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Notes payable - officers and directors .....................................................   $    59,310    $    59,310
     Accounts payable ...........................................................................       969,642      1,030,592
     Other current liabilities ..................................................................       288,898        153,695
                                                                                                    -----------    -----------

                                             TOTAL CURRENT LIABILITIES ..........................     1,317,850      1,243,597
                                                                                                    -----------    -----------

LONG-TERM DEBT - NET OF CURRENT PORTION
     Long-term capital leases ...................................................................          --             --
                                                                                                    -----------    -----------

STOCKHOLDERS'  EQUITY (DEFICIT):
     Common stock:
        Class A, $.001 par value, shares issued and
          outstanding, 225,078 and 8,299,800 ....................................................   $       225    $   829,980
        Class B $.001 par value, shares issued and
          outstanding, 98,438 (convertible into Class A shares) .................................            98          9,844
     Capital in excess of par value .............................................................     5,434,894      4,534,444
     Accumulated deficit ........................................................................    (6,711,247)    (6,575,986)

                                                                                                    -----------    -----------
                                  TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ..........................    (1,276,030)    (1,201,718)
                                                                                                    -----------    -----------

                           TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ..........................   $    41,820    $    41,879
                                                                                                    ===========    ===========



                              See accompanying notes to unaudited condensed financial statements 

                                                            F-1
</TABLE>
<PAGE>
<TABLE>
                                        BRIA COMMUNICATIONS CORPORATION
                                FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                                UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                                                                                                      Three Months Ended
                                                                                                   ---------------------------
                                                                                                     March 31       March 31
                                                                                                       1995           1994
                                                                                                   ------------   ------------
<S>                                                                                                <C>            <C>

REVENUE ........................................................................................   $      --      $   151,891
                                                                                                   -----------    ------------

COSTS AND EXPENSES:
     Cost of sales .............................................................................          --           94,950
     Selling, general and administrative .......................................................       135,261        252,984
     Interest ..................................................................................          --            6,167
                                                                                                   ------------   ------------

                                                                                                       135,261        354,101
                                                                                                   ------------   ------------

LOSS BEFORE EXTRAORDINARY ITEMS:

NET LOSS .......................................................................................   $  (135,261)   $  (202,210)
                                                                                                   ============   ============

NET LOSS PER SHARE: ............................................................................   $     (0.02)   $     (0.05)

AVERAGE COMMON SHARES OUTSTANDING ..............................................................     5,422,731      4,081,092



                             See accompanying notes to unaudited condensed financial statements 

                                                            F-2
</TABLE>
<PAGE>
<TABLE>
                                        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, 1991 ..................  1,549,217    $   154,922         98,438   $     9,844    $ 2,776,365     $(1,135,756)

    Shares issued through private
      placement .............................    423,437         42,343           --            --        1,486,885            --

    Net loss for the year ...................       --             --             --            --             --        (1,751,900)
                                             -----------    -----------    -----------   -----------    -----------     -----------

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           --            --           55,000            --

    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    $ 5,434,894     $(6,711,247)
                                             ===========    ===========    ===========   ===========    ===========     ===========


                              See accompanying notes to unaudited condensed financial statements.

                                                            F-3
</TABLE>
<PAGE>
<TABLE>
                                        BRIA COMMUNICATIONS CORPORATION
                                FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                                                           For the three months ended
                                                                              March 31     March 31
                                                                                1995         1994
                                                                             ---------    ---------
<S>                                                                          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss .............................................................   $(135,261)   $(202,210)
                                                                             ---------    ---------

   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 ........................         --       211,409
      (Increase) decrease in inventories ................................         --        79,562
      (Increase) decrease in other current assets .......................         --        (3,750)
      Increase (decrease) in accounts payable ...........................         --       (27,714)
      Increase (decrease) in accrued liabilities ........................     135,202      (10,845)
                                                                             ---------    ---------

                                             Total adjustments ..........     135,202      248,662
                                                                             ---------    ---------

              Net cash provided (used) by operating activities ..........   $     (59)   $  46,452
                                                                             ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash payments for the purchase of property ...........................         --        (3,212)
   Cash proceeds from the sale of property ..............................         --        96,767
                                                                             ---------    ---------

              Net cash provided (used) by investing activities ..........   $     --     $  93,555
                                                                             ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercise of stock options and
     issuance of additional shares ......................................         --           --
   Net proceeds from private placement ..................................         --           --
   Repayment of debt ....................................................         --      (135,585)
   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 ..........   $     --    $ (135,585)
                                                                             ---------    ---------

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

   Cash, ending .........................................................   $     107   $   10,428
                                                                             =========    =========


                             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

On February 1, 1995,  the Company  effectuated a 1-40 Reverse Stock Split of the
Company's  Class A Common stock and a  corresponding  decrease in the authorized
number of shares of Class A Common Stock.

On March 31,  1995,  the  Company  settled  past debts  owed to various  vendors
totaling  $60,951 through the issuance of 17,583 shares of the Company's Class A
Common Stock.

Effective March 21, 1995, the Company  increased the number of authorized shares
of Class A Common  Stock to  200,000,000  and Class B Stock to 220,000.  The par
value of both Class A and Class B Common Stock was reduced from $0.1 to $0.001.

3.   Additional footnotes included by reference

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.  The
services of the four employees were terminated on September 30, 1994.

     On February 14, 1994,  the Company  signed a Binding  Letter of Intent with
MAXMusic,  Inc. a privately owned company located in Denver,  Colorado  ("MAX").
The Letter of Intent called for recapitalization of the Company and a subsequent
merger between MAX and the Company.  This  information was disclosed in a report
on Form 8-K filed with the Securities and Exchange  Commission  ("SEC") on March
11, 1994.  On July 11,  1994,  MAX and the Company  signed a  Definitive  Merger
Agreement.  A current  report on Form 8-KSB was filed on July 12,  1994 with the
SEC and is incorporated herein by this reference.

     The Company was advised on November 8, 1994,  that MAX was  exercising  its
option to rescind the Definitive Merger Agreement  pursuant to the terms of such
Agreement.  MAX had signed  promissory notes totaling over $776,000 plus accrued
interest, that were due on July 31, 1994. These notes would have been eliminated
as part of the merger, however, since the merger was canceled, $287,000 worth of
the  notes,  including  interest,  became  immediately  due with  the  remaining
$489,250 worth of notes, plus accrued interest, becoming due over a twelve month
period.

     MAX filed  Chapter 7 bankruptcy  on March 3, 1995,  claiming that no assets
were  available for bankruptcy  liquidation  to unsecured  creditors such as the
Company.  The Company  does not expect to receive  any  portion of the  $776,000
worth of promissory notes unless MAX's  bankruptcy  trustee declares that assets
are  available to MAX's  unsecured  creditors.  As of November 15, 1995, no such
declaration had been made and the Company does not expect such a statement to be
made in the future.  The Company is  currently  in  negotiations  to settle this
matter although no assurances can be given that this will in fact occur.

     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,
became 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 an 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  common stock to Friedman and Johnson.  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.  This Letter  Agreement was included in the Company's Form 10-KSB for
the period ended December 31, 1994 and is incorporated herein by this reference.

     The services of Canton Financial Services Corporation, a Nevada corporation
and wholly owned  subsidiary of Canton ("CFSC"),  were retained  pursuant to the
Settlement  Agreement.  The Settlement  Agreement required Canton, or its assign
(CFSC), to assist the Company in completing the proxy statement  ultimately used
for the March 14, 1995 Special Meeting.  The compensation Canton, or its assign,
was to receive in exchange for these services was  established in the Settlement
Agreement at 1,612,000 shares of the Company's Class A common stock.

     After the completion of the special  meeting's  proxy statement on 2/18/95,
CFSC's services were retained  pursuant to a Consulting  Agreement.  Pursuant to
the Consulting Agreement, which has a term of one year that is terminable or can
be  extended  on a monthly  basis,  CFSC has  continued  to provide 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  that is
payable in the restricted shares of the Company's Class A common stock. CFSC has
provided the Company with office space as well as internal record  keeping,  the
preparation  of  reports  required  to be filed  with SEC,  the  negotiation  of
settlement  of the  Company's  debts,  and the  search  for a viable  merger  or
acquisition candidate.

     Two additional directors were appointed to the Company's board of directors
on  January  15  and  16,  1995,  Bobby  G.  Welch  II and  Christopher  Swaner,
respectively.  On March 1, 1995,  Richard  Surber  resigned as  president of the
Company.  The board of directors  accepted this resignation and appointed him as
the Company's  Secretary/Treasurer and appointed Richard Lifschutz ("Lifschutz")
as the President and a director of the Company.

     For personal reasons and with no complaints, disagreements or disputes with
the Company or its management in any respect,  Mr. Welch resigned as director on
March 3, 1995.  Mr. 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 Christopher Swaner's resignation.
Mr.  Knudson  subsequently  resigned on July 31, 1995 without any  disagreements
with the Company.

     The  appointment  of Lifschutz  allowed the Company to begin its pursuit of
profit.  Lifschutz is very  experienced  in the barter  industry and has been an
Itex broker for many years.  (Itex is America's  largest barter  exchange.) Soon
after the arrival of Lifschutz,  the Company  began trading its  publicly-traded
Class A common stock for other tangible  assets such as media and trade credits,
including the following transactions:

     - 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 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.

     On March 1, 1995, the Company entered into a two Consulting Agreements, one
with  Karston  Electronics,  Ltd.,  a  corporation  formed under the laws of the
British Virgin Islands ("Karston"),  and the other with East-West Trading Corp.,
a  corporation  formed  under the laws of the West Indies  ("East-  West").  The
Company retained East-West and Karston to assist the Company in general business
consulting.  As compensation  for these services,  the Company issued to Karston
and  East-West  each  120,000  shares of its Class A common  stock  pursuant  to
Regulation  S of the  Securities  Act of 1933.  The Company  also  granted  both
Karston and East-West  options to purchase up to 250,000 shares of the Company's
common  stock at an exercise  price of $0.50 per shares to be exercised no later
than August 4, 1996. These agreements were included in the Company's Form 10-KSB
for the period  ended  December  31,  1994 and are  incorporated  herein by this
reference.

     On February 1, 1995, the Board of Directors unanimously approved a 1-for-40
reverse stock split of the Class A Common Stock (the "Reverse Stock Split"). The
bid price of the Class A common stock before the Reverse  Stock Split was $1/32,
roughly three cents per share whereas after the Reverse Stock Split, on February
6, 1995, the bid price was $1.13. Simultaneous with the Reverse Stock Split, the
Board of Directors  decreased the authorized number of shares to assure that the
rights and  preferences of the holders of  outstanding  shares of Class A Common
Stock were not  adversely  affected  by the reverse  split.  The  percentage  of
authorized  shares of Class A Common  Stock  that  remained  unissued  after the
Reverse Stock Split did not  significantly  exceed the  percentage of authorized
shares of Class A Common Stock that was unissued before the Reverse Stock Split.
Pursuant to the Reverse Stock Split, the authorized  number of shares of Class A
Common  Stock  decreased  from   10,000,000  to  250,000,   although  the  total
capitalization  of the Company  and the  intrinsic  value of each  shareholders'
investment  did not  change  significantly  when the  Reverse  Stock  Split took
effect.

     The Reverse  Stock Split was  effectuated  with the  intention of calling a
special  meeting of Company's  shareholders.  A special  meeting of shareholders
took  place on March 14,  1995.  The  special  meeting  was  adjourned  to,  and
completed on, March 21, 1995, so a quorum of shares were  represented.  For full
information on the special meeting, please see Item 4 - Submission of Matters to
a Vote of Security Holders.

     One of the more important results of the Meeting was to increase the amount
of  authorized  but unissued  shares of common  stock.  When  combined  with the
heightened  attraction of the Class A common stock due to its  increased  price,
which stemmed from the Reverse Stock Split,  this increase in authorized  shares
has made it  possible  for the  Company to issue  shares of its common  stock to
settle a portion of its debts as well as to trade and  barter for other  assets.
See immediately below for additional information on the Company's acquisition of
other assets and settlement of debts.

     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 common
stock 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 over  $1,030,592 on December 31, 1994, to less
than $730,750 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.

     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. The reinstatement became effective on December 20, 1995.

MANAGEMENT'S  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  (SUBSEQUENT TO MARCH
31, 1995)

     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  provides 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,  whose  majority
shareholder  and president is Aster De Schrijver,  one of the Company's  current
directors,  and whose chief executive officer is James Tilton. Jane Zheng is the
wife of James  Tilton and also one of the  Company's  current  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)  was that ACS  acquired a 75%
interest in the Company and the Company acquired 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, 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.

Results of Operations

     Revenue for the first quarter of 1995 was $0 compared with $151,891 for the
first quarter of 1994.  This decrease can be  attributable to the termination of
the Company's active operations in June 1994.

     The Company incurred $0 in costs of sales in first quarter 1995 since there
was no active  operations  in that  period.  The costs of sales were  $94,950 in
first  quarter of 1994.  Selling,  general and  administrative  expenses for the
first quarter of 1995  decreased to $135,261 from $252,984 for the first quarter
of 1994. The decrease in selling,  general, and administration costs was, again,
due primarily to the Company's inactive status.

Capital Resources and Liquidity

     During first quarter 1995,  the Company  settled  $60,951 in past due debts
through the issuance of 17,583 shares of the Company's Class A Common Stock.

     The deficiency in working  capital  increased from  $1,240,194 in the first
quarter of 1994 to $1,317,743 in the first quarter of 1995.  This  deterioration
was  primarily  attributable  to the fact that the Company  incurred  additional
debts to various consultants for services rendered after March 31, 1994.

     Net  stockholders'  deficit was $913,320 for the first  quarter of 1994 and
$1,276,030  for  the  first  quarter  of  1995.  The  increase  was  due  to the
substantial  loss  incurred  for the  year  ended  December  31,  1994  and loss
sustained during the first quarter of 1995.


                                     PART II


ITEM 1.  LEGAL PROCEEDINGS

     No legal  proceedings  against the Company were initiated  during the first
quarter of 1995, and no pending legal proceedings  involving the Company had any
material  developments during the first 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On February 17, 1995, the Company  mailed all of its  shareholders a notice
of a special meeting to be held on March 14, 1995 and asked them to consider and
vote upon the following matters:

1.   PROPOSAL NO. 1 - amendment of the Company's  Articles of  Incorporation  to
     increase the number of the  Company's  authorized  shares of Class A common
     stock to two hundred million  (200,000,000) and Class B common stock to two
     hundred and twenty thousand (220,000);

2.   PROPOSAL NO. 2 - amendment of the Company's Certificate of Incorporation to
     reduce  the par value per share of Class A and Class B Common  Stock of the
     Company from $0.10 to $0.001;

3.   PROPOSAL NO. 3 - amendment of the Company's Certificate of Incorporation to
     permit  amendments  to the  Company's  Certificate  of  Incorporation  by a
     majority vote of the Company's shareholders;

4.   PROPOSAL NO. 4 - ratification of the appointment of Michael L. Roper,  CPA,
     as the Company's  independent  auditor for the fiscal year ending  December
     31, 1994;

5.   PROPOSAL NO. 5 - amendment of the Company's Certificate of Incorporation to
     change the Company's name to BRIA Communications Corp;

6.   PROPOSAL NO. 6 -  transaction  of such other  business as may properly come
     before the Special Meeting or any adjournment thereof.

     Included  with the notice of meeting  was a proxy  statement  furnished  in
connection  with the  solicitation  of  proxies  by the Board to be voted at the
special meeting.  Due to an inability to form a proper quorum on March 14, 1995,
the meeting was  adjourned  to March 21, 1995.  As of March 21, 1995,  the total
number of shares eligible to vote was  approximately  306,516,  of which 153,258
(or at least 50%) was  required  to  constitute  a quorum.  The number of shares
represented at the meeting was 157,544 (or 51%).

     The Board of  Directors  removed  Proposal 4 from the agenda of the Special
Meeting because it had decided against  engaging  Michael L. Roper,  CPA, as its
independent auditor for the fiscal year ending December 31, 1994.

     Shareholders  voted as follows for the  proposals  addressed at the Special
Meeting:

<TABLE>

----------------------- --------------------------- -------------------------- ----------------- -------------------
PROPOSALS(1)(2)         Number of Shares That       Number of Shares That      Number of         Abstentions
                        Voted For Proposal          Voted Against Proposal     Shares Not
                                                                               Represented
<S>                     <C>                         <C>                        <C>               <C>  
----------------------- --------------------------- -------------------------- ----------------- -------------------
Proposal No. 1          143,832                     13,712                     148,971.5         Not Applicable
----------------------- --------------------------- -------------------------- ----------------- -------------------
Proposal No. 2          143,672                     13,872                     148,971.5         Not Applicable
----------------------- --------------------------- -------------------------- ----------------- -------------------
Proposal No. 3          143,999                     13,545                     148,971.5         Not Applicable
----------------------- --------------------------- -------------------------- ----------------- -------------------
Proposal No. 5          145,147                     12,397                     148,971.5         Not Applicable
----------------------- --------------------------- -------------------------- ----------------- -------------------

</TABLE>

(1)  Proposals  1,2,3 and 5 involved an amendment to the  Company's  articles of
incorporation and therefore required two-thirds majority vote (or 105,029 voting
shares) of the quorum represented at the meeting to pass and thus be approved.

(2) Proposal 4 was withdrawn at the discretion of the board of directors because
it decided against  engaging Michael L. Roper,  CPA, as its independent  auditor
for the  fiscal  year  ending  December  31,  1994.  See Item 8  Changes  in and
Disagreements  with  Accountants  on Accounting  and Financial  Disclosure for a
discussion on the Company's past and present independent auditors.

     One of the more important results of the Meeting was to increase the amount
of  authorized  but unissued  shares of common  stock.  When  combined  with the
heightened  attraction of the Class A common stock due to its  increased  price,
which stems from the Reverse Stock Split, this increase in authorized shares has
made it possible for the Company to issue shares of its common stock to settle a
portion  of its  debts  as well as  trade  and  barter  for  other  assets.  See
immediately  below for additional  information  on the Company's  acquisition of
other assets and settlement of debts.



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 March 31, 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.



Date: December 11, 1995                                By:
                                                       Name: Richard Lifschutz
                                                       Title:   President
<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT  PAGE              DESCRIPTION
NO.      NO.

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

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

4a        *                Warrant  issued  December 31, 1986 by the Company
                           to  Mid-Monmouth  Realty  Associates  (Incorporated
                           herein by  reference  from  exhibit of like  number
                           with the  Company's  Form 10-KSB for the year ended
                           December 31, 1988.)


10(i)     *Exhibits

                           MATERIAL CONTRACTS

10(i)(a)  *                Letter of Agreement dated March 1, 1995 between the 
                           Company and Richard Lifschutz.   Incorporated  herein
                           by reference  from exhibit of like  number  from  the
                           Company's  Annual Report on Form 10-KSB  filed by the
                           Company on December 28, 1995).

10(i)(b)  *                Settlement  Agreement  dated  December  16, 1994
                           between  the  Company,   Richard  T.  Johnson,  Ira
                           Freidman,  A-Z  Professional  Consultants  and  The
                           Canton Industrial Corporation. (Incorporated herein
                           by reference  from exhibit of  like  number  from the
                           Company's  Annual Report on  Form   10-KSB   filed by
                           the  Company  on  December 28, 1995).

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 Annual Report on Form  10-KSB  filed by
                           the  Company on  December 28, 1995).

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  Annual  Report  on  Form  10-KSB  filed by
                           the  Company  on  December 28, 1995).

10(i)(e)  *                Consulting Agreement dated May 16, 1995, but 
                           effective February 18, 1995, between the Company and 
                           Canton Financial Services Corporation. (Incorporated
                           herein  by  reference  from exhibit of like  number
                           from  the  Company's  Annual  Report on  Form  10-KSB
                           filed by the Company on  December 28, 1995).

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 of like  number  from  the  Company's  Annual
                           Report on Form 10-KSB  filed by the  Company on
                           December 28, 1995).

10(i)(g)  *                Amendment to Letter of Agreement, 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 Form 10-KSB  filed by the  Company on
                           December 28, 1995).

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.) Incorporated herein by reference 
                           from exhibit of like  number  from  the  Company's  
                           Annual Report on Form 10-KSB  filed  by  the  Company
                           on December 28, 1995).

10(i)(i)  *                Stock Exchange Agreement of December 8, 1994 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
                           filed  by  the  Company on January 5, 1996).


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.