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, 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 September 30, 1995 was 5,154,563.

              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.........................4

PART II........................................................................6

         ITEM 1.  LEGAL PROCEEDINGS............................................9

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.............................9

SIGNATURES.....................................................................9

EXHIBITS......................................................................10



<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
                                                                                                  September 30   December 31
                                                                                                      1995           1994
                                                                                                  -----------    -----------
<S>                                                                                               <C>            <C>
                                                           ASSETS
       CURRENT ASSETS:
            Cash ..............................................................................   $     1,423    $       166

                                                                                                  -----------    -----------
                                                         TOTAL CURRENT ASSETS .................         1,423            166
                                                                                                  -----------    -----------

                                                                 OTHER ASSETS .................       219,814         41,713
                                                                                                  -----------    -----------
                                                                                                 $    221,237   $     41,879
                                                                                                  ===========    ===========


                                       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

       CURRENT LIABILITIES
            Notes payable - officers and directors ............................................  $     59,310   $     59,310
            Accounts payable ..................................................................       725,750      1,030,592
            Other current liabilities .........................................................       180,643        153,695
                                                                                                  -----------    -----------

                                                    TOTAL CURRENT LIABILITIES .................       965,703      1,243,597
                                                                                                  -----------    -----------


       STOCKHOLDERS'  EQUITY (DEFICIT):
            Common stock:
               Class A, $.001 par value, shares issued and
                 outstanding, 5,154,563 and 8,299,800 .........................................  $      5,155   $    829,980
                 200,000,000 shares authorized
               Class B $.001 par value, shares issued and
                 outstanding, 213,438 and 98,438 ..............................................           213          9,844
                 convertible in Class A shares, 220,000 shares authorized
            Capital in excess of par value ....................................................     6,739,882      4,534,444
            Accumulated deficit ...............................................................    (7,489,716)    (6,575,986)

                                                                                                  -----------    -----------
                                         TOTAL STOCKHOLDERS' EQUITY (DEFICIT) .................      (744,466)    (1,201,718)
                                                                                                  -----------    -----------

                                  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ ...............       221,237   $     41,879
                                                                                                  ===========    ===========





*  These numbers have not been adjusted to reflect the reduction in par value from $0.10 to $0.001

                                     See notes to consolidated unaudited financial statements.

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


                                                                        Three Months Ended             Nine Months Ended
                                                                    --------------------------    ---------------------------
                                                                     Sept. 30       Sept. 30       Sept. 30         Sept. 30
                                                                        1995          1994           1995             1994
                                                                    -----------    -----------    -----------    -------------
<S>                                                                 <C>            <C>            <C>            <C>
REVENUE ........................................................   $       128 $       108,58           128   $       535,681
                                                                    -----------    -----------    -----------    -------------

COSTS AND EXPENSES:
     Cost of sales .............................................          --           98,014           --            490,839
     Selling, general and administrative .......................       718,695        163,569        913,859          939,479
     Interest ..................................................          --             --             --              7,655
                                                                    -----------    -----------    -----------    -------------
                                                                       718,695        261,583        913,859        1,437,973
                                                                    -----------    -----------    -----------    -------------

LOSS BEFORE EXTRAORDINARY ITEMS

NET LOSS .......................................................   $  (718,567)$     (152,997)$     (913,731) $      (902,292)
                                                                    ===========    ===========    ===========    =============
NET LOSS PER SHARE .............................................   $     (0.$4)         (0.$2)         (0.$9) $         (0.12)

AVERAGE COMMON SHARES OUTSTANDING ..............................     5,309,726      7,841,092      3,148,710        7,841,092


                                     See accompanying notes to consdensed 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>
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      98,438          98   (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)

    Debt settlement through stock ...................         527,931         528       --           --       671,383       --

    Stock issuance for services .....................       3,466,563       3,467       --          --        319,238       --

    Stock issuance for cash .........................          40,000          40       --          --          9,960       --

    Stock issuance for assets .......................         700,000         700       --          --        177,425       --

    Net loss for the period .........................           --            --        --          --            --      (718,567)
                                                           ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, September 30, 1995 .........................       5,154,563       5,155     213,438        213    6,739,882   (7,489,716)
                                                           =========== =========== =========== =========== =========== ===========

                                See accompanying notes to unaudited condensed 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 nine months ended
                                                                                                    -------------------------------
                                                                                                     Sept. 30           Sept. 30
                                                                                                       1995               1994
                                                                                                    ------------       ------------
<S>                                                                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ..............................................................................        $    (913,731)     $    (902,292)
                                                                                                    ------------       ------------
   Adjustments to reconcile net income to net
   cash provided by operating activities:
      Depreciation and amortization ......................................................                 --             (226,785)
      (Increase) decrease in accounts receivable .........................................                 --              234,804
      (Increase) decrease in inventories .................................................                 --              482,089
      (Increase) decrease in other current assets ........................................                 --             (845,326)
      (Increase) decrease in other assets ................................................             (178,101)            47,382
      Increase (decrease) in accounts payable ............................................             (304,842)          (179,629)
      Increase (decrease) in accrued liabilities .........................................               26,948           (138,354)
      Common stock issued for assets and debt ............................................            1,038,278               --
      Common stock issued for services and expenses ......................................              322,705               --
                                                                                                    ------------       ------------
                                                   Total adjustments .....................              904,988           (625,819)
                                                                                                    ------------       ------------
                    Net cash provided (used) by operating activities $ ...................               (8,743)     $  (1,528,111)
                                                                                                    ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash proceeds from the sale of property ...............................................                 --              573,840
                                                                                                    ------------       ------------
                    Net cash provided (used) by investing activities $ ...................                 --        $     573,840
                                                                                                    ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercise of stock options and
     issuance of additional shares .......................................................               10,000          1,397,695
   Repayment of debt .....................................................................                 --             (320,494)
   Loans from officers and directors .....................................................                 --              (92,835)

                    Net cash provided (used) by financing activities $ ...................               10,000      $     984,366
                                                                                                    ------------       ------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
   Cash, beginning .......................................................................                  166              6,006
                                                                                                   ------------        ------------
   Cash, ending ..........................................................................       $        1,423      $      36,101
                                                                                                    ============       ============

                               See accompanying notes to unaudited consolidated 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\A
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

         In the third quarter of 1995,  the Company issued 527,931 shares of its
Class A common  stock to settle  $671,911 in debts owed to several  vendors.  In
addition,  3,466,563 shares of the Company's Class A common stock were issued to
various  consultants for accounting,  legal, and acquisition  services rendered.
The Company also issued 40,000 shares in exchange for $10,000 in cash.  Finally,
700,000  shares of the Company's  Class A common stock were issued in return for
ITEX trade  credits with a face value of $600,000;  however,  the trade  credits
were valued at $178,125 based on the discounted market value of the stock.

         On September 1, 1995, the Company issued 18,740,796 shares of its Class
A common stock to ADS Group and 2,883,200 shares to James Tilton pursuant to the
Stock  Exchange  Agreement  dated  December 8, 1995  between the Company and the
AltaChem  Group,  Inc., a  corporation  formed under the laws of the Republic of
Ireland.  Pursuant to the Stock Exchange Agreement, the Company will own 100% of
outstanding  stock of AltaChem  Group,  Inc.  and  Altachem  will own 75% of the
Company's  outstanding stock. The shares issued by the Company to AltaChem Group
were  effectively  in escrow until the Stock  Exchange  Agreement  was signed on
December 8, 1995.  Since all conditions of the Stock Exchange  Agreement had not
been met as of  September  30,  1995,  the  shares to  AltaChem  Group  were not
reflected in the 10-QSB for the period ended September 30, 1995.

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\A 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\A 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 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.

         On December 16, 1994, the Company  entered into a settlement  agreement
(the "Settlement Agreement") with 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
("Canton"), a Nevada corporation, and A-Z Professional Consultants, Inc., a Utah
corporation ("A-Z"). Please see the Company's Form 10-KSB\A for the period ended
December 31, 1994 for more information on the Settlement Agreement.

         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 and Johnson.
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 Friedman and  Johnson.)  The Company also issued 79,200 shares to
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 Johnson and Friedman). In addition,
the Company  issued  20,000 shares to Friedman and 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,  Johnson,  and Lawrence  Friedman,  formerly the
Company's Chairman of the Board and a director, 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.
The Letter  Agreement was included in the Company's Form 10-KSB\A for the period
ended December 31, 1994 and is incorporated herein by this reference.

<PAGE>

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

         After  CFSC's   obligations   under  the   Settlement   Agreement  were
discharged,  the Company retained CFSC's services through a Consulting Agreement
effective  February 18, 1995.  Pursuant to the  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  Group,  Inc., a  corporation  formed under the laws of the
Republic  of  Ireland  ("Altachem")  to the  Company.  As  discussed  in "Item 2
-Management's  Discussion  and Analysis  (Subsequent  to September  30,  1995),"
AltaChem signed a stock exchange agreement with the Company on December 8, 1995.

         The  Company  experienced  changes in its  management  during the third
quarter. Mark Knudson, one of the Company's directors, resigned on July 31, 1995
without any disagreements with the Company.  Mr. Knudson had been appointed as a
director of the Company on March 30, 1995. In addition,  Richard Surber resigned
from his position as a director of the Company and as its secretary/treasurer on
August 5, 1995. Mr. Surber had been a director of the Company since December 16,
1994 and  secretary/treasurer  since  March 1, 1995.  Mr.  Surber  resigned  for
personal  reasons and with no  disagreements or disputes with the Company or its
management.

         To encourage  AltaChem and  AltaChem's  shareholders  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.  James  Tilton  and ADS Group,  Inc.,  a Belgian
corporation, are the sole legal and beneficial shareholders of AltaChem's common
stock  (AltaChem's  shareholders  are  hereinafter  referred  to as  "ACS").  In
addition,  James  Tilton is ADS  Group's  chief  executive  officer and Aster De
Schrijver is its president and the majority shareholder.  Jane Zheng is the wife
of James  Tilton.  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.

         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.  In addition,  the Company purchased $500,000 worth of media
credits on July 31, 1995, from Associated  Reciprocal  Traders, a British Virgin
Islands  corporation  ("ART"),  in exchange for 500,000 restricted shares of the
Company's Class A common stock.

<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR PLAN  OF  OPERATION  (SUBSEQUENT  TO
September 30, 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  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 shares to AltaChem 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.

         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 three months ended September 30, 1995 was $128 compared
to  $108,586  for the same period in 1994.  Revenue  for the nine  months  ended
September  30,  1995 was $128  compared to  $535,681  for the nine months  ended
September 30, 1994.  Both decreases can be attributable to the Company's lack of
active operations.

         The cost of revenues  for the three  months  ended  September  30, 1995
decreased  to $0 from  $98,014  for the same  period in 1994.  The cost of sales
during the nine months ended September 30 was $0 for 1995 and $490,839 for 1994.
Since there was no active  operations  during the first nine months of 1995, the
Company  incurred  $0 in cost of  sales.  Selling,  general  and  administrative
expenses  for the three months ended  September  30, 1995  increased to $718,695
from $163,569 for the three months ended  September 30, 1994.  This  significant
increase in 1995 can be mainly attributed to the Company's retention of CFSC and
other entities for accounting,  legal,  and acquisition  services.  For the nine
months ended  September  30,  1995,  the Company  incurred  $913,859 in selling,
general,  and  administrative  expenses compared to $939,479 for the nine months
ended September 30, 1994. Selling,  general, and administrative expenses in 1994
were chiefly the costs involved in winding up the Company's  active  operations.
In 1995, the majority of the selling,  general, and administrative expenses were
for consulting services rendered by various entities.

         The net loss for the three months ended September 30, 1995 was $718,567
compared to $152,997  for the same period in 1994.  During the first nine months
of 1995,  the Company  incurred a net loss of $913,731  compared to $902,292 for
the first nine months of 1994.  The  increases  in net loss during 1995 were the
result of, again,  various consulting  expenses incurred and lack of income from
operations.

<PAGE>

Capital Resources and Liquidity

         The deficiency in working capital increased from $251,778 at the end of
third quarter of 1994 to $964,280 on September 30, 1995. This  deterioration was
primarily attributable to the Company's liquidation of a majority of the current
assets  in  1994  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 September
30, 1994.

         In the third quarter of 1995,  the Company issued 527,931 shares of its
Class A common  stock to settle  $671,911 in debts owed to several  vendors.  In
addition,  3,466,563 shares of the Company's Class A common stock were issued to
various  consultants for accounting,  legal, and acquisition  services rendered.
The  Company  also issued  40,000  shares in  exchange  for $10,000 in cash.  In
addition,  effective  July 11, 1995,  the Company  issued  200,000 shares of its
Class A restricted common stock 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.  Finally,  the  Company
purchased  $500,000  worth of media  credits on July 31, 1995,  from  Associated
Reciprocal  Traders ("ART"), a British Virgin Islands  corporation,  in exchange
for 500,000  restricted  shares of the Company's Class A common stock. The trade
credits  were valued at $178,125  based on the  discounted  market  value of the
stock.

         Net  stockholders'  deficit was $251,708 as of  September  30, 1994 and
$744,466 as of September 30, 1995. The increase was due to the substantial  loss
the Company  incurred for the year ended  December  31, 1994 and loss  sustained
during the first nine months of 1995.



                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         No legal  proceedings  against the Company  were  initiated  during the
third quarter of 1995,  and no pending legal  proceedings  involving the Company
had any material developments during the third quarter of 1995. For a discussion
of the pending  legal  proceedings  involving  the Company,  please see the Form
10-KSB\A  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 9 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 September 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 9th day of January 1996.

BRIA COMMUNICATIONS CORP.



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




<PAGE>


                                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 10 from the 
                 Company's Form 8-K filed with the Commission on December 
                 30, 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 From 10-KSB/A for the year ended December 31, 1994).

27       16      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.