UNITED STATES 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 September 30, 1996

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act   of   1934   (No   fee   required)   for   the   transition   period   from
____________________ to _____________________



Commission file number: Q-2549



                         BRIA COMMUNICATIONS CORPORATION
                 (Name of Small Business Issuer 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, Including Area Code)




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 XX  No


The number of shares  outstanding  of the  issuer's  common  stock  ($0.001  par
value), as of October 31, 1996 was 13,649,256.
<PAGE>

                                TABLE OF CONTENTS


                                     PART I

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

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ............4


                                     PART II

ITEM 5.  OTHER INFORMATION ....................................................6

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

         SIGNATURES............................................................7

         INDEX TO EXHIBITS.................................................... 8
<PAGE>
                                     PART I



ITEM 1.           FINANCIAL STATEMENTS



         Unless  otherwise   indicated,   the  term  "Company"  refers  to  BRIA
Communications  Corporation and its predecessors.  Interim financial  statements
including  a balance  sheet  for the  Company  as of the  fiscal  quarter  ended
September 30, 1996 and statements of operations and statements of cash flows for
the  interim  period up to the date of such  balance  sheet  and the  comparable
period of the preceding fiscal year are attached hereto on Pages F-1 through F-4
and incorporated herein by this reference.



                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]



<PAGE>
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

INDEX TO  FINANCIAL STATEMENTS                                           PAGE

Balance Sheets..............................................................F-1

Statements of Operations....................................................F-2

Statements of Cash Flows....................................................F-3

Condensed Notes to Financial Statements.....................................F-4
<PAGE>
<TABLE>
<CAPTION>
                         BRIA COMMUNICATIONS CORPORATION
                 FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                      Unaudited
                                                     September 30    December 31
                                                        1996             1995
                                                   --------------   ------------

                                     ASSETS
CURRENT ASSETS:
<S>                                                 <C>              <C>        
     Cash .....................................     $     7,641      $    82,398
     Accounts receivable - trade ..............         104,000              239
     Inventory ................................          20,000             --
     Prepaid expenses .........................           1,900             --
                                                    -----------      -----------

             TOTAL CURRENT ASSETS .............         133,541           82,637
                                                    -----------      -----------

PROPERTY AND EQUIPMENT, at cost:
     Machinery and equipment ..................         141,930             --
     Less accumulated depreciation ............         (94,006)            --
                                                    -----------      -----------

             NET PROPERTY AND EQUIPMENT .......          47,924             --
                                                    -----------      -----------

OTHER ASSETS
     Investment Securities ....................         920,135          344,445
                                                    -----------      -----------

             TOTAL OTHER ASSETS ...............         920,135          344,445
                                                    -----------      -----------

                                                    $ 1,101,600      $   427,082
                                                    ===========      ===========
</TABLE>
<TABLE>
<CAPTION>


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
<S>                                                      <C>            <C>    
 Accounts payable - trade ........................       783,630        757,202
 Accounts payable - related party ................       113,790           --
 Notes payable - former officers and directors ...        63,465         63,465
 Current portion - notes payable .................        45,600           --
 Other current liabilities .......................       213,542        135,506
                                                     -----------    -----------

                  TOTAL CURRENT LIABILITIES ......     1,220,027        956,173
                                                     -----------    -----------

LONG-TERM DEBT - NET OF CURRENT PORTION
 Notes payable - other ...........................       110,769           --
                                                     -----------    -----------

STOCKHOLDERS'  DEFICIT:
 Common stock:
    Class A, $.001 par value, shares issued and
       outstanding, 11,817,377 and 6,798,186 .....   $    11,817    $     6,798
     Class B, $.001 par value, shares issued and
       outstanding, 213,440
       (convertible into Class A shares) .........           213            213
 Capital in excess of par value ..................     7,847,664      7,054,544
  Accumulated deficit ............................    (7,877,143)    (7,417,180)
   Trade and media credits .......................      (211,747)      (173,466)

                                                     -----------    -----------
           TOTAL STOCKHOLDERS' DEFICIT ...........      (229,196)      (529,091)
                                                     -----------    -----------

       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $ 1,101,600    $   427,082
                                                     ===========    ===========

See accompanying notes to consolidated unaudited condensed financial statements.
                                    F-1

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                   BRIA COMMUNICATIONS CORPORATION
                                           FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
                                      CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                                                                    Three Months Ended                  Nine Months Ended
                                                            ----------------------------------  ----------------------------------
                                                               September 30      September 30      September 30     September 30
                                                                 1996                1995              1996              1995
                                                            ----------------  ----------------  ----------------  ----------------

<S>                                                            <C>                <C>                <C>                <C>      
REVENUE (NET OF RETURN) ................................       $   457,597        $      --          $   457,597        $      --
COST OF REVENUE ........................................           204,000               --              204,000               --
                                                               -----------        -----------        -----------        -----------
                       Gross profit ....................           218,597               --              218,597               --

OPERATING EXPENSES
     Selling, general and administrative ...............           393,662            718,695            705,981            913,859
                                                               -----------        -----------        -----------        -----------

              Total operating expenses .................           393,662            718,695            705,981            913,859

OTHER INCOME (EXPENSES)
     Loss on investments ...............................            (7,579)              --               (7,579)              --
     Interest income ...................................              --                  128               --                  128
                                                               -----------        -----------        -----------        -----------

          Total other income (expenses) ................            (7,579)               128             (7,579)               128


NET LOSS ...............................................       $  (147,644)       $  (718,567)       $  (459,963)       $  (913,731)
                                                               ===========        ===========        ===========        ===========

NET LOSS PER SHARE: ....................................       $     (0.02)             (0.14)             (0.07)             (0.29)

AVERAGE COMMON SHARES OUTSTANDING ......................         8,372,861          5,309,726          7,521,077          3,148,710

                          See accompanying notes to consolidated unaudited condensed financial statements.
                                                                F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         BRIA COMMUNICATIONS CORPORATION
                 FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
            CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 
                                                      For the nine months ended 
                                                      September 30  September 30
                                                          1996           1995
                                                      ------------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>            <C>        
   Net loss .......................................   $  (459,963)   $ (913,731)
                                                      -----------    -----------

   Adjustments to reconcile net income to net
   cash provided by operating activities:
      (Increase) decrease in accounts receivable ..      (103,761)          --
      (Increase) decrease in inventory ............       (20,000)          --
      (Increase) decrease in prepaid expenses .....        (1,900)          --
      (Increase) decrease in other assets .........          --        (178,101)
      Increase (decrease) in accounts payable .....       140,218      (304,842)
      Increase (decrease) in accrued liabilities ..       123,636         26,948
      Common stock issued for assets and debts ....       568,022      1,038,278
      Common stock issued for services and expenses       274,019        322,705
      Gain (loss) from subsidiary .................         7,579           --
                                                      -----------    -----------

                              Total adjustments ...       987,813        904,988
                                                      -----------    -----------

   Net cash provided (used) by operating activities   $   492,850    $   (8,743)
                                                      -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Stock issued for purchase of subsidiary ........        (4,022)          --
   Purchase of investments ........................      (598,585)          --
                                                      -----------    -----------

   Net cash provided (used) by investing activities   $  (567,607)   $      --
                                                      -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from sale of stock ....................          --           10,000
                                                      -----------    -----------

   Net cash provided (used) by financing activities             $    $    10,000
                                                      -----------    -----------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
   Cash, beginning ................................        82,398            166
                                                      -----------    -----------

   Cash, ending ...................................   $     7,641    $     1,423
                                                      ===========    ===========
</TABLE>
See accompanying notes to consolidated inaudited condensed financial statements.
                                      F-4
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
                     (FORMERLY METALLURGICAL INDUSTRIES INC)
                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
the fiscal year ended December 31, 1995.  These statements do include all normal
recurring   adjustments  which  the  Company  believes   necessary  for  a  fair
presentation  of  the  statements.   The  interim  operations  results  are  not
necessarily indicative of the results for the full year ended December 31, 1996.

2.       Changes in Class A Common Stock

     On July 22, 1996,  the Company  acquired  99,800  shares of common stock in
Venice Auto Mall, Inc., a Florida Company  ("Venice"),  which represent 99.8% of
the  authorized  and issued common stock of Venice.  In exchange for the shares,
the  Company  issued  127,940  restricted  shares  of its  Class A common  stock
("Common Stock") to the prior owners of Venice. In addition, the Company granted
to the prior owners options to purchase  129,000 shares of the Company's  Common
Stock at an option prices of $1.00 a share.

     On September 30, 1996, the Company entered into a Stock Transfer  Agreement
with CyberAmerica  Corporation,  a Nevada  Corporation  formerly known as Canton
Industrial  Corporation  ("CyberAmerica").  Between  July  and  September  1996,
CyberAmerica  and its  wholly-owned  subsidiary,  CFS, paid for various expenses
incurred by Venice on behalf of the  Company.  The  Company  settled the debt by
transferring  the 90,000 shares of Venice to CyberAmerica  pursuant to the Stock
Transfer Agreement..

     On September 10, 1996, the Company acquired  Kingslawn Offset,  Inc., a New
York  corporation  which owns and manages a printing  business.  In exchange for
acquiring all of Kingslawn's  issued and outstanding  capital stock, the Company
issued 2,000,000  restricted  shares of its Class A Common Stock valued at $0.75
per share.  Kingslawn's  president and principal  shareholder was also granted a
$500,000  lien on all  equipment  and fixtures in  Kingslawn's  possession as of
September 10, 1996.  This lien is  convertible  at the holders'  option into the
Company's Common Stock at $0.75 per share.

     On September 30, 1996, the Company entered into a Stock Exchange  Agreement
with Homes for America Holdings,  a Nevada corporations  ("Homes").  Pursuant to
the Agreement,  the Company exchanged 1,450,000  restricted shares of its Common
Stock  for  625,000  restricted  shares of common  stock in  Homes.  The  shares
exchanged have been valued  $500,000 on the Company's  financial  statements for
the quarter ended September 30, 1996.
<PAGE>
3.       Acquisition of CyberFootball

     On July 11, 1996, the Company  entered into an agreement  with  CyberMalls,
Inc. ("CyberMalls"), a Utah corporation.  Pursuant to the agreement, the Company
purchased CyberFootball Inc., a Nevada Corporation ("CFI") from CyberMalls. With
the  assistance  of  CyberMalls,  CFI will  design  and  build a  virtual  mall,
CyberFootball,  which will be focused  on the sport of  football.  CFI will also
continue to provide the Company with ongoing  maintenance  of the virtual  mall.
The Company  acquired CFI by agreeing to issue  1,875,000  shares of its Class A
Common Stock valued at $0.375 per share to CyberMalls and pay additional  future
consideration  which is continent on the success of CyberFootball.  In exchange,
CFI will issue  9,101,019  shares of its restricted  common stock to the Company
which amounts to 90.1% of the issued and outstanding  shares of CFI. The Company
later  changed  the name of  CyberFootball  virtue  mall to Mega  Sports Mall to
reflect the expanded focus of the mall.

4.       Changes in classification of trade/media credits

     As of September  30, 1996,  the Company  owned  $211,747 in trade and media
credits.  Pursuant to SAT #58 "Equity  Accounts",  unrealized  assets  should be
included  in  the   Stockholders'   Equity  section,   not  the  Asset  section.
Consequently,  the Company  reclassified  the trade and media credits from other
assets to a separate heading in the Stockholders' equity.

5.       Subsequent Events

     On November 13, 1996, the Company filed a Form S-8  registration  statement
and established a Stock Option Plan. The Company registered a total of 2,500,000
shares of its Common Stock valued at  $1,250,000.  As of November 15, 1996,  the
Company has issued 1,029,444 shares of its Common Stock through the Stock Option
Plan.

     On October 17, 1996,  Wendell  Hall  resigned as a director of the Company.
Yosef Shimron was appointed as a director and Chairman of the Board of Directors
on November 1, 1996.

6.       Additional footnotes included by reference

     Except as indicated in Notes 1-3 above,  there have 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, 1995. Therefore, those footnotes are included herein by reference.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.



         BRIA  Communications  Corporation,  a New Jersey corporation  hereafter
referred to as the "Company," was originally  involved in the repair of aircraft
turbines and engine  components  and the  purchasing,  processing and selling of
special  refractory  metals.  All active operations in such industries ceased in
June 1994, an event that significantly affected the Company's  performance.  The
Company then changed its focus to searching for suitable  merger or  acquisition
candidates.

         On  July  11,  1996,  the  Company   entered  into  an  agreement  with
CyberMalls,  Inc.  ("CyberMalls"),  a Utah  corporation  wholly  owned by Canton
Financial Services  Corporation  ("CFS").  Pursuant to the agreement the Company
purchased   CyberFootball,   Inc.,  a  Nevada  corporation  ("CFI").  CFI  is  a
developmental  stage company whose  business plan involves  developing a virtual
mall on the Internet.  Internet virtual malls are a new trend in the marketplace
specializing in global online commerce.  These malls allow potential  vendors to
sell their wares and services to shoppers via interactive  software designed for
use on the  Internet.  The Company  hopes to capitalize on this new trend in the
marketplace  by developing its own virtual mall through the purchase of CFI. The
Company has since changed the name of CFI to Mega Sports Mall  ("MSM").  The new
focus of MSM includes a wide variety of sports.  The Company hopes that this new
focus will be more  attractive to potential  vendors and  shoppers,  although no
assurances can be given.

         Although  MSM is not  currently  operational,  the  Company is actively
soliciting vendors to place shops in the virtual mall. To help it meet this goal
it has employed various consultants with experience advertising on the Internet.
Once vendors are located, the Company will enter into individual lease contracts
and design  advertising web pages to meet the needs of its vendors.  The Company
expects to begin leasing the shops in the next two to three months.  However, no
assurances can be given that vendors will be located or that if they are located
that they will result in a profitable venture for the Company.

         On September  10,  1996,  the Company  acquired  100% of the issued and
outstanding  capital  stock of Kingslawn  Offset,  Inc., a New York  corporation
engaged  in the  printing  of full  color  catalogs,  sales  sheets,  and  other
publications ("Kingslawn"). For more information on the Company's acquisition of
Kingslawn  refer to the Company's  Form 10-KSB for the period ended December 31,
1995. The Company acquired Kingslawn with the intention of expanding Kingslawn's
current printing operations.  The Company intends to attempt to raise capital on
behalf of  Kingslawn  to help it  purchase  additional  equipment  and  increase
production.   Additionally,  the  Company  and  Kingslawn  are  considering  the
Company's possible acquisitions of other subsidiaries to complement  Kingslawn's
business.  The  Company  can  provide  no  assurances  that  it  will be able to
profitably raise sufficient capital or successfully expand Kingslawn operations.
Nor can the Company assure that any of the acquisitions will be made, or if made
that they will be profitable.

         During  November  1996,  the  Company   rescinded  two  Stock  Exchange
Agreements  previously entered into during September 1996 with TAC, Inc., a Utah
corporation,  ("TAC").  Pursuant  to the  Agreements,  the  Company  acquired an
aggregate  of 500,000  restricted  shares of TAC's  Common Stock in exchange for
issuing 2.5 million  shares of the Company's  Class A Common  Stock,  restricted
pursuant  to Rule  144.  However,  the  Company  believed  it to be in its  best
interest to rescind both of these Agreements.

         The Company continues to search for appropriate business opportunities,
including  businesses  which the Company can acquire as operating  subsidiaries.
The  Company's  goal is to acquire  assets  which will  increase  the  Company's
consolidated  revenues and  complement  the  Company's  existing  business.  The
Company is  conducting  preliminary  negotiations  with  various  entities.  The
Company  hopes that these  negotiations  will lead to  further  acquisitions  or
mergers  by  the  Company.   Additionally,  the  Company  has  employed  various
consultants to help it market its services on the Internet. However, the Company
has not entered into any agreements with these entities and no assurances can be
given  that  any  current  negotiation  will  result  in any  material  business
opportunity.  In addition,  due to the Company's  limited cash  position,  it is
likely  the  Company  will  have  to  tender  shares  of  its  Common  Stock  as
consideration  for any acquisition or merger.  Such an exchange of the Company's
Common  Stock  would  dilute  the   existing   ownership   position  of  current
shareholders.  The  Company  hopes to satisfy  its short term cash  requirements
through  the  future  revenues  generated  from its  newly  acquired  subsidiary
although the Company can provide no such assurances.
<PAGE>
          To  further  help  it find  appropriate  business  opportunities,  the
Company has employed the services of CFS. CFS provides  business services to the
Company including  administrative,  accounting,  and shareholder relations work.
CFS also leases  office space to the Company and is an affiliate of  CyberMalls.
MSM has entered into a separate Consulting  Agreement with CFS by which CFS will
provide its best efforts to assist MSM in becoming a viable public entity.

         The Company  itself has no full time  employees  aside from its current
officers and directors and has no current plans to increase its staff.  However,
pursuant  to its  Consulting  Agreements  with CFS,  CyberMalls  and  individual
consultants, it receives consulting, administrative and other services as needed
for its development from  approximately  40 individuals.  Kingslawn Offset has a
staff of 5 employees.  The Company does not  currently own any real property and
does not have plans to purchase same.

         On  November  13,  1996,  the  Company  filed a Form  S-8  registration
statement  under  the  Securities  Act of 1933 to  register  shares to be issued
pursuant  to the  exercise of options  granted  under the  Company's  1996 Stock
Option Plan ("the Plan").  Through the Plan, the Company  registered 2.5 million
shares of its Class A Common Stock with an aggregate  value of  $1,250,000.  The
Plan is designed to provide  compensation and incentive bonuses to the Company's
employees  and  consultants  who, due to current  financial  constraints  of the
Company,  cannot be adequately compensated in cash. As of November 15, 1996, the
Company  has  issued a total of  1,029,444  shares of its  Class A Common  Stock
through its Stock Option Plan to various consultants and employees.

Results of Operations

         Gross revenues for both the nine months and the quarter ended September
30,  1996,  were  $457,597  compared to zero for the same  periods in 1995.  The
increase  in  both  cases  is  attributable  to  the  Company's  September  1996
acquisition of Kingslawn Offset  Corporation,  an operating  entity.  During the
first nine months of 1995,  the Company  had no  operations  and devoted all its
efforts to  locating a  suitable  merger  and/or  acquisition  partner  and thus
generated no revenue.

         Costs of revenues  increased  from zero during the first nine months of
1995 to $204,000  for the same period in 1996.  Costs of revenues  for the third
quarter  in 1996 were  $204,000  compared  to zero for the same  period in 1995.
Kingslawn's operations accounted for all costs of revenues in 1996.

         Gross  profit was  $253,597  for both the nine  months and the  quarter
ended  September 30, 1996, and gross profit as a percentage of revenues was 55%.
Selling,  general,  and  administrative  expenses  were  $913,859 from January 1
through  September 30, 1995 and $705,981 for the comparable  period in 1996. For
the quarter ended September 30, selling,  general,  and administrative  expenses
were  $718,695  for 1995 and  $393,662  for  1996.  The high  level of  selling,
general,  and  administrative  expenses  in both  years is  attributable  to the
Company's expenses incurred in searching for merger/acquisition  partners.  Most
of these expenses were covered by stock issuances.

         The Company  had no  interest  income for the nine months and the three
months ended September 30, 1996,  compared to $128 for the same periods in 1995.
The Company  incurred a loss from  investment in the amount of $7,579 during the
third quarter of 1996 compared to zero in the same period in 1995.

         Operating  loss was  $459,963  during  the  first  nine  months of 1996
compared  to  $913,731  for the same  period  in  1995.  For the  quarter  ended
September 1996, the Company  incurred  $147,644 in operating  losses compared to
$718,567 in the same period in 1995. The  substantial  loss in 1996 is primarily
due to the high level of selling, general, and administrative expenses.

         Net loss was $459,963  during the nine months ended September 30, 1996,
and  $913,731  during  the  comparable  period in 1995.  For the  quarter  ended
September,  the  Company  recorded a net loss in the amount of  $147,644 in 1996
compared to $718,567 in 1995.
<PAGE>
Capital Resources and Liquidity

         The  Company  had  a  negative  working  capital  of  $1,086,486  as of
September 30, 1996 compared to a working  capital  deficiency of $873,536 at the
end of December  1995.  The main reason behind this increase in working  capital
deficiency is that during 1996 the Company incurred debts to various consultants
for services rendered.

         Net  stockholders'  deficit in the Company  was  $529,091 at the end of
December  1995 and  $229,196 as of  September  30,  1996.  This  decrease in the
deficit is  primarily  due to the  Company's  1996  issuance of common stock for
services and other assets.

                                     PART II

ITEM 5.           OTHER INFORMATION


         On November 1, 1996 the Company appointed Joseph Shimron as a director,
vice-president and Chairman of the Board of Directors.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K



(a)       Index to  Exhibits.  Exhibits  required  to be attached by Item 601 of
          Regulation S-B are listed in the Index to Exhibits beginning on page 7
          of this Form 10-QSB, which is herein incorporated by reference.

(b)       Reports on Form 8-K.  No  reports  on Form 8-K were  filed  during the
          quarter for which this report is filed.
<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized, this TH day of November 1996.

         BRIA Communications


          /s/ Richard Lifschutz
         Richard Lifschutz

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

Signature                                   Title               Date



 /s/ Richard Lifschutz         President and Director       November   14, 1996
------------------------- 
Richard Lifschutz



 /s/ Joseph Shimron            Vice President and Director   November 14, 1996
-----------------------
Joseph Shimron


<PAGE>


                                INDEX TO EXHIBITS

    EXHIBIT NUMBER         PAGE NUMBER           DESCRIPTION

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

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

       10(i)(a)                 9           Mutual  Agreement  to Rescind  dated
                                            November 6, 1996 between the Company
                                            and TAC, Inc.

       10(i)(b)                 12          Mutual  Agreement  to Rescind  dated
                                            November 8, 1996 between the Company
                                            and TAC, Inc.


                                *           Incorporated   herein  by  reference
                                            from the  Company's  Form 10-KSB for
                                            the period ended December 31, 1988.