UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

Annual report under Section 13 or 15(d) of the  Securities  Exchange Act of 1934
                  for the fiscal year ended December 31, 1994

Commission file number:  Q-2549

                            BRIA COMMUNICATIONS CORP.
            (Name of Small Business Issuer as stated in its Charter)

       New Jersey                                            22-1644111
(State of Incorporation)                              (I.R.S. Employer I.D. 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)

                         Metallurgical Industries, Inc.
         179 Avenue at the Common, Suite 2, Shrewsbury, New Jersey 07702
      (Previous name and address of Issuer's principal executive offices,
                       if changed since the last report)

Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange  Act:
          Class A Common Stock, $0.001 Par Value

          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 [X]

          Check if there is no disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B not contained in this form, and no disclosure will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         The issuer's total revenues for the year ended December 31, 1994,  were
$535,737.

         The aggregate  market value of the voting stock held by  non-affiliates
computed by reference  to the average bid and asked prices of such stock,  as of
December 31, 1994, was $329,475 and as at November 15, 1995 was $3,498,413.

         The number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as of December 31, 1994 and  November 15, 1995,  was as follows.
(The November 15, 1995, number of shares of Class A common stock reflects a 1-40
reverse stock split that occurred on February 1, 1995.  See "Item 5 - Market for
Common Equity and Related Stockholder Matters.")
                                                      12/31/94         11/15/95
     Class A Common Stock, (par value $0.001):        8,299,800       26,778,559

     Class B Common Stock, (par value $0.001):        98,438.5        213,438.5

                       Transitional Small Business Format
                                 Yes [ ]  No  [X]



<PAGE>






                                TABLE OF CONTENTS

PART I                                                                      Page

     ITEM 1.      DESCRIPTION OF BUSINESS                                      4

     ITEM 2.      DESCRIPTION OF PROPERTY                                      6

     ITEM 3.      LEGAL PROCEEDINGS                                            7

     ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          9

PART II

     ITEM 5.      COMMON EQUITY AND RELATED STOCKHOLDER MATTERS               11

     ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS                        12

     ITEM 7.      FINANCIAL STATEMENTS                                        19

     ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS               37

PART III

     ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS           38

     ITEM 10.     EXECUTIVE COMPENSATION                                      39

     ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS             40

     ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS              43

     ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K                            47






<PAGE>


                                     PART I



ITEM 1.  DESCRIPTION OF BUSINESS



INTRODUCTION

         The term the "Company"  refers to Metallurgical  Industries,  Inc., now
known as BRIA  Communications  Corporation,  a New  Jersey  corporation  that is
hereafter referred to as the "Company." See "Item 4 - Submission of Matters to a
Vote of Security  Holders" for a discussion  on the Company's  name change.  The
Company's  executive offices are located at 268 West 400 South,  Suite 300, Salt
Lake City, Utah 84101.

BUSINESS DEVELOPMENT

         The Company was  incorporated  in New Jersey in 1959.  Until 1993,  the
Company was engaged in the repair of aircraft turbine engine  components and the
purchase,  processing  and  selling of  specialty  refractory  metals.  In 1993,
competitive  pressure  from  the  aircraft  turbine  engine  original  equipment
manufacturers  ("OEMs")  forced the Company to  discontinue  operations  in that
market.  In  addition,  low levels of demand,  surplus  domestic  capacity,  and
increased  competition  from imports reduced the Company's profit margins in the
specialty refractory metals business to below the break-even level. As a result,
the Company  began a downsizing  process of its existing  operations.  In August
1993,  the  Company  began  to  aggressively  search  for new  opportunities  or
replacements for its existing businesses.

         In early  1994,  the Company  agreed to merge into  MAXMusic,  Inc.,  a
Delaware  corporation  ("MAX").  (See the Company's reports on Form 8-K filed on
March 11, 1994 and July 12,  1994.) The Company,  pursuant to the  Agreement and
Plan of  Merger  dated  July 11,  1994  ("Merger  Agreement"),  began  extensive
restructuring   and   reorganization.   Upon  the   completion   of  merger  and
recapitalization,  the shareholders of MAXMusic,  Inc. would have exchanged 100%
of their shares for a minimum of 80% of the Class A common stock of the Company.
However,  MAX rescinded  the merger on November 8, 1994,  pursuant to the Merger
Agreement's  provisions.  See also "Item 6 - Management Discussion and Analysis"
for information regarding MAX and this rescission.

         On March 18, 1994, a petition  was filed in the U.S.  Bankruptcy  Court
against the Company requesting an order for relief under Chapter 7 of Bankruptcy
Code (case No:  94-31635).  This  involuntary  bankruptcy  petition was filed by
three of the  Company's  major  creditors  with  claims  totaling  approximately
$147,000.  MAXMusic  agreed to purchase the debts of the three creditors and the
original  petitioners  stipulated to an extension of time to answer the petition
until June 1, 1994.  This  information  was disclosed in Form 8-K Current Report
filed  with SEC on April 11,  1994.  On June 28,  1994,  the  Company  reached a
settlement  with the  petitioning  creditors  and a payment was put in escrow to
settle the debt.  On July 27, 1994,  the U.S.  Bankruptcy  Court  dismissed  the
petition  pursuant to 11 U.S.C.  Section 303(j) of the United States  Bankruptcy
Code.

<PAGE>

         The  Company  ceased  all  active  operations  on June 30,  1994.  Four
administrative  employees  remained on the payroll until  September 30, 1994, to
facilitate  the sale of the final Company  assets in  preparation  for a planned
merger with MAXMusic,  Inc. The four employees were  terminated on September 30,
1994, after which the Company's  officers,  directors,  and certain  consultants
(see  Item 6-  Management  Discussion  and  Analysis  for a  description  of the
Company's major consultant,  Canton Financial  Services  Corporation)  sought to
merge with or acquire a viable entity.

         In   September   1994,   the  Company   placed  its  two  wholly  owned
subsidiaries,  Intermet  Resources,  Inc.,  and  Advanced  Welding  and  Coating
Services,  Inc., into Chapter 7 bankruptcy,  case numbers 94-36556 and 94-36561,
respectively.  The  decision to file for  bankruptcy  stemmed from the fact that
neither subsidiary was profitable or, in management's decision, had prospects of
becoming  profitable.  A trustee was appointed by the Court. At a hearing before
the U. S.  Bankruptcy  Court in Trenton,  New Jersey,  on December 7, 1994,  the
Chapter  7 filings  were  accepted  and the  assets  of both  corporations  were
liquidated.  See also  "Item 3 - Legal  Proceedings"  for  information  on these
bankruptcies.

         In August  1994,  the  Company  repaid its  largest  secured  creditor,
Midlantic  National Bank, in full. In September  1994, the Company  settled with
another  secured  creditor,  who was an officer and director of the Company,  by
selling him the  remaining  equipment  owned by the  Company  for  $5,000.  This
settled a debt totaling  approximately $92,000 plus interest.  The equipment had
not been sold by the Company after diligent efforts on its part for over a year.

         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 of a
Corporation  in Good  Standing on  December  22,  1995,  that was  effective  on
December 20, 1995.

BUSINESS OF ISSUER (Subsequent to December 31, 1994)

         While the Company began searching for merger or acquisition candidates,
it became  involved  in the barter  and trade  industry.  On March 1, 1995,  the
Company appointed Richard Lifschutz ("Lifschutz") as the Company's president and
a  director.  See "Item 6 - Management's  Discussion  and  Analysis,  Change  in
Corporate Management" for a discussion on the Company's change in management and
control.  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  restricted shares of
its publicly traded Class A common stock for other tangible assets such as media
and trade  credits.  See "Item 6 - Management  Discussion  and  Analysis"  for a
discussion of the results of operations.

         The Company  entered  into a Stock  Exchange  Agreement  on December 8,
1995, by and between it and 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.

<PAGE>

         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  and whose  chief  executive
officer is James  Tilton.  Jane Zheng is the wife of James  Tilton.  See "Item 9
Directors,  Executive  Officers  and  Control  Persons"  and  "Item 12 - Certain
Relationships  and Related  Transactions"  for more  information on Tilton,  ADS
Group and De  Schrijver.  These shares were issued with the  understanding  that
they will be retired in the event the merger did not  transpire.  The net effect
of this stock  exchange  (which has been  effected as a tax free  reorganization
pursuant to Section  368(1)(b) of the Internal Revenue Code of 1986, as amended)
is that ACS owns a 75%  interest in the  Company  and the  Company  owns 100% of
AltaChem.

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

         Since May 1995,  the  Company has been  engaged in merger  negotiations
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  document  being  discussed  to  formalize  this merger is a Stock  Exchange
Agreement that would provide for the Company's acquisition of 100% of the issued
and outstanding  capital stock of AltaChem from the legal and beneficial  owners
of AltaChem's common stock,  which  shareholders  include Mr. James Tilton,  ADS
Group,  Inc.,  and  indirectly  Mr. Aster De Schrijver and shall  hereinafter be
referred to as "ACS." In  consideration  for this proposed stock  transfer,  the
Company has issued 21,623,996 shares of its 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.   These  shares  were  issued  with  the
understanding  that  they will be  retired  in the  event  the  merger  does not
transpire.  The net effect of this stock exchange  (which would be effected as a
tax free  reorganization  pursuant to Section  368(1)(b) of the Internal Revenue
Code of 1986,  as amended)  is that ACS would own a 75%  interest in the Company
and the Company would own 100% of AltaChem.




ITEM 2.  DESCRIPTION OF PROPERTY



         The  Company's  principal  offices  are  located at 268 West 400 South,
Suite 300,  Salt Lake City,  Utah 84101.  The  Company  receives  office  space,
accounting,  secretarial  services  and office  supplies  from Canton  Financial
Services Corporation,  a Nevada corporation  ("CFSC"),  pursuant to a Consulting
Agreement dated May 16, 1995. According to the agreement,  the Company pays CFSC
with shares of the  Company's  Class A common stock.  For another  discussion on
this Consulting Agreement, see "Item 6 - Management Discussion and Analysis" and
"Item 12 Certain Relationships and Related Transactions." The Company expects to
relocate its offices upon a successful merger or acquisition.

<PAGE>


ITEM 3.  LEGAL PROCEEDINGS



         The  following   discussion   describes  all  material   pending  legal
proceedings involving the Company.

         In   September   1994,   the  Company   placed  its  two   wholly-owned
subsidiaries,  Intermet  Resources,  Inc.,  and  Advanced  Welding  and  Coating
Services,  Inc., into Chapter 7 bankruptcy,  case numbers 94-36556 and 94-36561,
respectively.  The  decision to file for  bankruptcy  stemmed from the fact that
neither  subsidiary  was  profitable  or,  in  then-management's  decision,  had
prospects of becoming  profitable.  A trustee was  appointed by the Court.  At a
hearing before the U. S. Bankruptcy Court in Trenton, New Jersey, on December 7,
1994,  the Chapter 7 filings were  accepted and the assets of both  corporations
were  liquidated.  See  "Item  1  -  Description  of  Business"  for  additional
information on these subsidiaries.

         On March 18, 1994, a petition  was filed in the U.S.  Bankruptcy  Court
against the Company requesting an order for relief under Chapter 7 of Bankruptcy
Code (case No:  94-31635).  This  involuntary  bankruptcy  petition was filed by
three of the  Company's  major  creditors  with  claims  totaling  approximately
$147,000.  MAXMusic  agreed to purchase the debts of the three creditors and the
original  petitioners  stipulated to an extension of time to answer the petition
until June 1, 1994.  This  information  was disclosed in a Form 8-KSB filed with
SEC on April 11, 1994. On Jun 28, 1994,  the Company  reached a settlement  with
the petitioning creditors and a payment was put in escrow to settle the debt. On
July 27, 1994, the U.S.  Bankruptcy Court dismissed the petition  pursuant to 11
U.S.C. Section 303(j) of the United States Bankruptcy Code.

         Between  November  1986 and March 1994,  the Company  leased office and
plant site at 1  Coldstream  Way,  Tinton  Falls,  New Jersey from  Mid-Monmouth
Realty  Association,  whose  principal  offices  are at 75  Eisenhower  Parkway,
Roseland,  New Jersey. The Environmental Cleanup and Responsibility Act ("ECRA")
of New Jersey imposed a number of obligations on the Company; however, since the
Company does not own its facility in Tinton Falls,  the  obligations are jointly
and severally the obligations of the Company and Landlord. On November 29, 1995,
the New Jersey  Department  of  Environmental  Protection  and  Energy  (NJDEPE)
completed  a review  of this  site  with the  cooperation  of  Company's  former
landlord.  NJDEPE  requested that the  Company/landlord  do further  sampling on
various  portions of the site,  such as the storage and waste tanks,  the former
settling pond, pipe discharges,  below-ground-surface soil and groundwater.  The
Company/landlord  is also required to submit a revised  Remedial Action Schedule
and summarized analytical results on the samplings.

<PAGE>

         The Company  and the  Landlord  entered  into a lease  modification  in
October 1993 under which,  among other  things,  the landlord  agreed to perform
whatever  environmental  study and remediation  would be required to satisfy the
NJDEPE.  The Company  agreed to reimburse the landlord for the costs  associated
with  this,  all of  which  is  secured.  The  first  $100,000  is  secured  and
subordinate only to the secured interest of Midlantic  National Bank, taxes owed
to Internal  Revenue  Services,  and State of New Jersey taxes. Any liability in
excess of $100,000 is secured but  subordinate to security  interest of the same
entities  plus that of Ira Friedman and  Lawrence  Friedman.  As of November 15,
1995,  the  landlord has not advised the Company of the cost it has incurred and
has not  disclosed  to the  Company  the results of the studies and tests it has
conducted.  The  company had  insurance  policies  with  Greater New York Mutual
Insurance Company which the Company believes should cover approximately $100,000
of the cleanup costs. Although the insurance company has indicated that it would
decline coverage,  in the opinion of the Company's special insurance counsel and
with the  support of New  Jersey  case law,  the  Company  believes  that it has
insurance  coverage for the first $100,000  incurred in  remediating  the Tinton
Falls plant  site.  However,  no  assurance  can be given that  Greater New York
Mutual Insurance Company will cover any costs incurred at this site.

         The Company brought suit in New Jersey Superior Court in September 1991
against  Lawrence S.  Lorman,  the former  Executive  Vice  President  and Chief
Financial  Officer of the Company,  alleging  breach of his employment  contract
dated June 13, 1990. Mr. Lorman countersued in New Jersey Superior Court against
the  Company  and  Messrs.  Ira  Friedman,  Lawrence  Friedman,  and Ross Radtke
alleging  breach of his employment  contract.  In August 1994,  the  countersuit
filed by  Lawrence  Lorman was  dismissed  without  prejudice  by the New Jersey
Superior  Court.  Mr. Lorman  agreed to pay the legal  expenses that the Company
incurred  in the suit  against  him  (approximately  $6,000) and the lawsuit was
dropped.

         On August 3, 1993,  Praxair Inc.,  filed a lawsuit  against the Company
for the amount of  $9,858.  The suit was filed  with the Union  County  Superior
Court,  docket number is  004773-93,  and was  dismissed  with  prejudice by the
court.

         North  Tool and  Manufacturing  Company  filed a  lawsuit  against  the
Company on August 5, 1993, in Monmouth County Small Claims Court,  docket number
93007704,  seeking $4,285 in past due bills. A judgment for the amount of $4,285
has been issued against the company and remains unsatisfied; however, the amount
has been  accrued  on the  Company's  financial  statements  for the year  ended
December 31, 1994.

         Globe  Petroleum Inc. filed a lawsuit against the Company on August 17,
1993, in Monmouth  County Small Claims Court,  docket number  93003632,  for the
amount of $1,183.  The Company  believes that the suit, if the plaintiff were to
prevail, will have no material impact on the Company's financial position due to
the nominal dollar amount involved; however, no such assurances can be given.

         On August 18, 1993,  Spragues Oil Services Inc. filed a lawsuit against
the Company in Monmouth County Small Claims Court,  docket numbers  93003700 for
the amount of  $1,075.  A  judgment  for the  amount of $1,075  has been  issued
against  the company and is yet to be  satisfied.  The Company has accrued  this
amount on its 1994 financial statements.
<PAGE>

          Jersey  Printing  Associates  Inc. filed a lawsuit against the Company
seeking $871 on August 30, 1993, in Monmouth  County Small Claims Court,  docket
number  93008510.  A  judgment  for the amount of $269 was  sought  against  the
Company and remains  unsatisfied.  $269 has been recorded on the Company's  1994
financial statements.

          On September 20, 1993,  Monmouth  Building Center Inc. filed a lawsuit
against  the  Company in Monmouth  County  Small  Claims  Court,  docket  number
93004174,  seeking $926. This case is still pending.  The Company  believes that
the suit, if the plaintiff were to prevail,  will have no material impact on the
Company's financial position due to the nominal dollar amount involved; although
no such assurances can be given.

         Budget  Rent-A-Car Inc.  received an unsatisfied  judgment  against the
Company in the amount of $3,826 as a result of the lawsuit it filed  against the
Company on January 11,  1994,  in Monmouth  County Small  Claims  Court,  docket
number SC-00000367-94DC. Damages of $3,734 were sought and have been recorded on
the Company's financial statements for the year ended December 31, 1994.

         Eaton  Financial  Corporation  filed a lawsuit  against  the Company on
August 22, 1994, in Monmouth County Superior Court, docket number  SL-004706-94,
seeking $27,159. The suit was dismissed with prejudice by the court.




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



          The Company  did not submit any matters to a vote of security  holders
during the fourth quarter of the fiscal year 1994.

SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS AFTER DECEMBER 31, 1994.

         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 - amend 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 - amend 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 - amend 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 - ratify 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 - amend the Company's  Certificate  of  Incorporation
         to change the Company's name to BRIA Communications Corp;
<PAGE>

6.       PROPOSAL  NO. 6 - transact  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.

          This  March  14,  1995,  Special  Meeting  was  called by the Board of
Directors to effectuate  changes  management  deemed necessary for the Company's
survival. All of the Board of Directors and the owners of at least two-thirds of
the shares voted at the meeting, by actual votes or written consent thereto, and
approved the following proposals: to increase the number of authorized shares of
the  Company  to two  hundred  million  shares  of Class A common  stock and two
hundred  twenty  thousand  shares of Class B common stock,  par value $0.10;  to
amend 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;
to amend the Company's  Certificate of Incorporation to permit amendments to the
Company's  Certificate  of  Incorporation  to  be  effected  by  a  majority  of
shareholders;  and to change the company's  name to BRIA  Communications  Corp.,
effective April 1, 1995. Now that the Company is in good standing with the State
of New Jersey,  it is in the process of filing a Certificate of Amendment to the
Certificate of Incorporation that sets forth these changes with the State of New
Jersey.  See "Item 1 - Description of Business" for an additional  discussion on
the Company's corporate status in New Jersey.
<TABLE>

PROPOSALS(1)(2)         Number of Shares That       Number of Shares That      Number of         Abstentions
                        Voted For Proposal          Voted Against Proposal     Shares Not
                                                                               Represented1
<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.


                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]



<PAGE>



                                     PART II



ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



         The  following  table sets forth the  prices of the  Company's  Class A
common stock in the over-the-counter market for each quarter during fiscal years
1993 and 1994 and the first three  quarters of fiscal  year 1995.  The  National
Association of Securities  Dealer,  Inc. was the source of the  information  for
these prices. These over-the-counter market quotations are based on inter-dealer
bid prices,  without markup,  markdown,  or commission,  and may not necessarily
represent actual transactions.

                                  BID QUOTATION

         Fiscal Year 1993             High ($)       Low ($)
         Quarter ended 03/31/93         3.75           1.25
         Quarter ended 06/30/93         1.50           0.50
         Quarter ended 09/30/93         1.25           0.03
         Quarter ended 12/31/93         0.63           0.09

         Fiscal Year 1994
         Quarter ended 03/31/94         1.19           0.16
         Quarter ended 06/30/94         0.69           0.28
         Quarter ended 09/30/94         0.34           0.25
         Quarter ended 12/31/94         0.28           0.03

         Fiscal Year 1995
         Quarter ended 03/31/95         1.87*          1.25*
         Quarter ended 06/30/95         1.25*          0.50*
         Quarter ended 09/30/95         1.50*          0.50*

* These quotes reflect the 1-for-40 Reverse Stock Split of the Company's Class A
common stock effective February 1, 1995.

         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  authorized  number of shares of Class A stock was later
raised to 200,000,000 at the March 21, 1995, special shareholders'  meeting. See
"Item 4 - Submission  of Matters to a Vote of Security  Holders" for  additional
information on the special meeting.
<PAGE>

STOCKHOLDERS

         The approximate  number of  stockholders  (of record) of Class A common
stock was 500 on December 31, 1994, holding 8,299,800 shares. As of November 15,
1995, there were approximately 694 shareholders of record holding  approximately
26,778,559  shares  of the  Company's  Class A common  stock,  which  takes  the
February 1, 1995,  reverse  stock split (as discussed  above) into account.  The
Class B common stock was held by only one  stockholder  of record as of December
31, 1994,  who owned  98,438.5  shares.  On November  15,  1995,  there were two
stockholders of record owning  213,438.5  shares of the Company's Class B common
stock.

DIVIDENDS

         Due to its  limited  cash flow,  the  Company  has not  declared a cash
dividend for the past two fiscal years on either the Class A Common Stock or the
Class B Common Stock and does not anticipate doing so in the near future.




ITEM 6.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND 
RESULTS OF OPERATION AND PLAN OF OPERATION



COMPARISON OF FISCAL 1994 AND FISCAL 1993

         During  June 1994,  the  Company  ceased all  active  operations.  This
cessation  significantly  affected  the  Company's  performance  for fiscal 1994
relative to fiscal 1993.

DISCUSSION OF OPERATIONS

         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. 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 Delaware corporation 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 Form 8-K
filed with the  Commission  on March 11,  1994.  On July 11,  1994,  MAX and the
Company signed a Definitive Merger Agreement. A current report on Form 8-K and a
press release regarding this definitive agreement were issued on July 12, 1994.
<PAGE>

         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
the Definitive Merger  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
cancelled,  $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 and will not 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.  See "Item 1 - Description  of Business" for an additional  discussion on
this rescinded merger.

         In   September   1994,   the  Company   placed  its  two   wholly-owned
subsidiaries,  Intermet  Resources,  Inc.,  and  Advanced  Welding  and  Coating
Services, Inc. ("AWACS"),  into Chapter 7 bankruptcy,  case numbers 94-36556 and
94-36561,  respectively.  The decision to file for  bankruptcy  stemmed from the
fact that neither subsidiary was profitable or, in  then-management's  decision,
had prospects of becoming profitable. A trustee was appointed by the Court. At a
hearing before the U. S. Bankruptcy Court in Trenton, New Jersey, on December 7,
1994,  the Chapter 7 filings were  accepted and the assets of both  corporations
were liquidated.

         Control of the Company  shifted to Richard D. Surber in December  1994,
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,  many of which  were never
consummated.  Richard D. Surber,  a director and the chief executive  officer of
Canton,  is the president and sole director of A-Z. Mr.  Surber's  control arose
from his appointment as the Company's president and a director, and his indirect
beneficial ownership of voting securities.  The basis of Mr. Surber's control is
described  below.  Canton  and A-Z may be deemed  affiliates  by virtue of being
under  common  control.  See  "Item  1 -  Description  of  Business  and  Item 6
Management  Discussion  and  Analysis,  Changes  in  Corporate  Management"  for
additional  information  on this  settlement  and the  change in  control of the
Company.

         In  consideration  for the  release by Canton  and A-Z of the  Company,
Friedman and Johnson from any and all claims,  causes of action, and obligations
relating to the agreements,  Friedman and Johnson appointed Richard D. Surber as
president and director of the Company and agreed to appoint two other persons to
the Company's board that Canton would nominate. Canton nominated Bobby G. Welch,
II and  Christopher  Swaner as  directors  of the  Company and both were in fact
appointed.  The  Settlement  Agreement  also called for  Friedman and Johnson to
resign from their  positions and request that the Company's  other  officers and
directors also resign. Effective December 16, 1994, the Company's officers along
with  directors  Keith R.  Garrity  and Edward  Mentzer  resigned.  The board of
directors  appointed  Mr.  Surber  to fill  Mr.  Garrity's  term as a  director.
Effective December 17, 1994, Friedman, Johnson and Lawrence S. Friedman resigned
from the board of directors,  leaving Mr. Surber as the Company's sole director,
until the  appointments of Mr. Welch and Mr. Swaner in January 1995. See "Item 6
- Management  Discussion  and  Analysis,  Changes in Corporate  Management"  for
additional information on the change in control of the Company.
<PAGE>

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

         Immediately  after  Mr.  Surber's  December  16,  1994  appointment  as
president and a director of the Company,  the  principal  offices of the Company
moved from Tinton Falls, New Jersey, to 268 West 400 South, Suite 300, Salt Lake
City,  Utah. The services of Canton  Financial  Services  Corporation,  a Nevada
corporation  and wholly owned  subsidiary  of Canton  ("CFSC"),  were  initially
retained pursuant to the Settlement Agreement and later pursuant to a Consulting
Agreement  dated May 16, 1995.  The  Settlement  Agreement  stipulated  Canton's
initial  compensation  at 1,612,000  restricted  shares of the Company's Class A
common stock for services  relating to the  completion  of the  Company's  proxy
statement.  See "Item 4 - Submission  of Matters to a Vote of Security  Holders"
for more information on this proxy statement.  After the relocation of corporate
offices,  the Company became largely  dependent on CFSC's services.  Pursuant to
the  Consulting  Agreement,  which was  retroactively  effective on February 18,
1995,  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. The Consulting Agreement's term is
one year;  however,  it is terminable with 30 days notice and it can be extended
on a monthly  basis.  CFSC has provided the Company with office space as well as
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.
The Company was acquainted with AltaChem through CFSC's efforts.

DISCUSSION OF OPERATIONS (Since December 31, 1994)

         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 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.  See  "Item 5 -  Market  for  Registrant's  Common  Equity  and  Related
Stockholder Matters" for an additional discussion on this stock split.
<PAGE>

         A Special  Meeting of  Shareholders  of the Company was  scheduled  for
March 14, 1995;  however,  because of the lack of a quorum,  it was adjourned to
and completed on March 21, 1995 (the  "Meeting").  The Meeting was called by the
board of directors to effectuate  changes it deemed  necessary for the Company's
survival.  All of the  directors  and the owners of at least  two-thirds  of the
shares voted at the Meeting,  by actual votes or written  consent  thereto,  and
approved the following proposals: to increase the number of authorized shares of
the  Company  to two  hundred  million  shares  of Class A common  stock and two
hundred  twenty  thousand  shares of Class B common stock,  par value $0.10;  to
amend 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;
to amend the Company's  Certificate of Incorporation to permit amendments to the
Company's  Certificate  of  Incorporation  to  be  effected  by  a  majority  of
shareholders;  and to change the company's  name to BRIA  Communications  Corp.,
effective  April 1, 1995.  A  Certificate  of Amendment  to the  Certificate  of
Incorporation  was filed with the  Secretary  of State of New Jersey on December
20, 1995, which sets forth these changes. See "Item 1 - Description of Business"
for an additional discussion on the Company's corporate status in New Jersey and
see  "Item  4 -  Submission  of  Matters  to a Vote  of  Security  Holders"  for
additional information regarding the special meeting of shareholders.

         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 $900,000 on December 31, 1994, to less than
$700,000 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.

         While the Company began searching for merger or acquisition candidates,
it became  involved  in the barter  and trade  industry.  On March 1, 1995,  the
Company appointed Richard Lifschutz ("Lifschutz") as the Company's president and
a director. 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:
<PAGE>

              - 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 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.

         Pursuant  to a Letter  Agreement  dated  July 7, 1995 and its  Addendum
dated July 11, 1995, the parties to the December 16, 1994  Settlement  Agreement
modified  certain terms of Settlement  Agreement to include,  among other terms,
the  issuance of certain  shares of the  Company's  common stock to Friedman and
Johnson.  Ira Friedman was issued 85,800 shares, which include 55,800 shares for
services rendered prior to 1995 and 30,000 shares for the services that Material
Technology,  Inc., rendered in 1995, over which Ira Friedman shares control with
Richard  Johnson.  The Company  also issued  79,200  shares to Richard  Johnson,
including  55,800 shares for services  rendered  prior to 1995 and 23,400 shares
for services that Material  Technology,  Inc.  provided  during 1995, over which
Richard  Johnson  shares  control with Ira  Friedman.  In addition,  the Company
issued 20,000  shares to Ira Friedman and Richard  Johnson,  jointly,  for their
March 1995  payment of $12,537 to the IRS for payroll  taxes.  The Company  also
agreed to use its best  efforts to  register  said shares (as well as all shares
issued to Friedman,  Lawrence Friedman and Johnson pursuant to paragraph 1(b)(v)
of the  Settlement  Agreement) on an available  registration  statement  format,
which may  include  Form S-8,  as soon as it is  feasible  for the Company to so
undertake.

         The Company  entered  into a Stock  Exchange  Agreement  on December 8,
1995, by and between it and 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, who is also one of the Company's
directors, 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.  ADS Croup's majority shareholder and president is Aster De
Schrijver,  who is also one of the Company's directors,  and its chief executive
officer is James  Tilton.  Jane Zheng is the wife of James Tilton and one of the
Company's  directors.  See "Item 9  Directors,  Executive  Officers  and Control
Persons" and "Item 12 - Certain Relationships and Related Transactions" for more
information  on Tilton,  Zheng,  ADS Group and De  Schrijver.  These shares were
issued with the understanding that they would be retired in the event the merger
did not  transpire.  The net  effect  of this  stock  exchange  (which  has been
effected  as a tax free  reorganization  pursuant  to Section  368(1)(b)  of the
Internal  Revenue Code of 1986,  as amended) is that ACS acquired a 75% interest
in the Company and the Company acquired 100% of AltaChem.

<PAGE>

         On September 28, 1995,  Tianrong Building  Material  Holding,  Ltd., of
which James Tilton is the President and a director,  purchased  40,000 shares of
the Company's Class A Common Stock at $0.25 per share.  The Company has received
the payment of $10,000. See "Item 9 - Directors,  Executive Officers and Control
Persons" and "Item 12 - Certain Relationships and Related Transactions" for more
information on James Tilton and his relationship with ACS and AltaChem.

CHANGES IN CORPORATE MANAGEMENT

         As discussed in the  preceding  paragraphs  of this Item 6, the Company
experienced  a change in  management  on December 16, 1994,  when the  Company's
officers and directors  resigned and appointed  Richard  Surber as the Company's
president  and a  director.  On January 15 and 16,  1995,  Bobby G. Welch II and
Christopher Swaner were respectively appointed as a director of the Company.

CHANGES IN CORPORATE MANAGEMENT (Subsequent to December 31, 1994)

         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.  See "Item 1 -  Description  of
Business"  and "Item 6 - Management  Discussion  and  Analysis -  Discussion  of
Operations" for additional information on Lifschutz's appointment.

         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  ("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.

         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.  See  "Item 1 -  Description  of  Business"  and the  preceding
paragraphs of this item for additional  information regarding this merger. James
Tilton and Aster De Schrijver are officers and directors of AltaChem, and, aside
from these positions, are the beneficial owners, directly or indirectly, of 100%
of AltaChem's common stock. Jane Zheng is the wife of James Tilton. See "Item 11
- Security  Ownership of Certain  Beneficial Owners and Management" and "Item 12
Certain  Relationships  and Related  Transactions" for more information on James
Tilton,  Jane Zheng and Aster De Schrijver.  Upon the  resignation of Richard D.
Surber, on August 5, 1995, from the position as a director of the Company and as
its secretary/treasurer,  the board of directors appointed Ms. Zheng to serve as
Secretary/Treasurer,  and also  appointed  Mr.  Tilton  as the  chief  executive
officer of the Company.  Mr.  Surber  resigned for personal  reasons and with no
disagreements  or  disputes  with  the  Company  or  its  management.  For  more
information  on these  officers  and  directors,  please see "Item 9  Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act."
<PAGE>

         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

         Revenues  for 1994 were  $535,737  compared to  $2,758,018  for 1993, a
decrease of  $2,222,281,  or 81%. The sharp  decline is due to the fact that the
Company  ceased all active  operations on or about June 1994.  During 1994,  the
Company generated $327,734 from Refractory Metals Division (RMD),  $163,371 from
Intermet  Resources  Inc.,  and $44,632 from  miscellaneous  sales.  See "Item 1
Description of Business,  Business of Issuer" or "Item 6 - Management Discussion
and Analysis" for additional information on these subsidiaries.

         Costs of sales  decreased from  $3,442,695 in 1993 to $559,828 in 1994.
Costs of sales as a percentage of Revenue was 104% for 1994 compared to 125% for
1993.  The higher  level in 1993 was  attributable  to reduced  level of demand,
surplus domestic capacity,  growing level of imports, and acquisition of several
major  customers  by  competitors.  The  percentage  improved in 1994 due to the
cessation of two subsidiaries' operations, AWACS and RMD, which had historically
been low-margin businesses.

         Selling,  general and  administrative  expenses  for 1994  decreased to
$1,043,582  from  $1,765,797  for 1993. The decrease was due to the reduction in
staff and the  lower  level of  activity  resulting  from the asset  liquidation
process.

         Interest  expense  decreased  to $31,440  from  $102,422  in 1993.  The
decline was due to the  reduction in principal  owed to Midlantic  National Bank
(MNB), a secured  creditor.  In August 1994, the Company repaid the debt owed to
MNB in full.

         Loss before  extraordinary  items as a percentage of sales was 205% for
1994 and 93% for 1993. The actual loss before extraordinary items was $1,099,113
for 1994 compared to 2,552,896 to 1993.

         The Company sustained a loss $97,503 from disposition of assets in 1994
compared to $0 for 1993.  During 1994, the Company wound up its  businesses  and
many assets were liquidated at prices significantly below the original costs.

         The Company incurred a net loss of $1,135,434 for 1994 as compared to a
net loss of $2,552,896 for 1993. The substantial loss for these years was mainly
attributable  to losses  sustained as a result of the Company's  liquidation  of
operations.
<PAGE>

Capital Resources and Liquidity

         During  1994 and 1995,  the Company  settled a portion of its  existing
liabilities  and  issued  stock  as a  means  to pay  its  creditors  as well as
consultants and other professionals for various services rendered.

         The  deficiency  in  working  capital  of the  Company  increased  from
$1,131,086 in 1993 to $1,243,431 in 1994 as a result of the liquidation of fixed
assets at prices substantially below the cost.

         Net  stockholders'  deficit in the Company was  $1,201,718  in 1994, as
compared to $750,193 in 1993. The decline is primarily attributable to operating
losses and loss on disposition of assets sustained in 1994.




ITEM 7.  FINANCIAL STATEMENTS



         Please see Pages F-1  through  F-17 for the  financial  statements  the
Company is required to file in this report.














                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

<PAGE>

ITEM 7.        FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditor's Report.................................................F-2

Independent Auditor's Report.................................................F-3

Consolidated Balance Sheets..................................................F-4

Consolidated Statements of Operations........................................F-5

Statements of Consolidated Stockholders Equity...............................F-6

Statements of Consolidated Cash Flows........................................F-7

Notes to Consolidated Financial Statements...................................F-8

                                      F-1
<PAGE>
                       ANDERSON, ANDERSON & STRONG, L.C.
              Certified Public Accountants & Business Consultants
                         941 East 3300 South, Suite 202
                           Salt Lake City, Utah 84106



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors and Stockholders of
 Metallurgical Industries, Inc.


We have audited the consolidated balance sheet of Metallurgical Industries, Inc.
and  subsidiaries  as of  December  31,  1994  and  the  related  statements  of
operations,  stockholders'  equity  (deficit),  and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial   statements  based  on  our  audit.   The  financial   statements  of
Metallurgical Industries, Inc. and subsidiaries for the years ended December 31,
1993 and December 31, 1992 were  audited by other  auditors.  Their report dated
March 21, 1994 included an explanatory paragraph that described uncertainties as
to the Company's ability to continue as a going concern.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Metallurgical Industries,  Inc. and
subsidiaries  as of December 31, 1994 and the results of its  operations and its
cash  flows  for the year  then  ended in  conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital deficiency. Those conditions raise substantial doubt about
the Company's ability to continue as a going concern.  The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


Salt Lake City, Utah
December 22, 1995

                                      F-2
<PAGE>


     BROZA, BLOCK & RUBINO                                           GRAND PLAZA
                                                                601 Grand Avenue
    CERTIFIED PUBLIC ACCOUNTANTS, P.A.             Asbury Park, New Jersey 07712
                                                     (908) 774-0100 Fax 774-7242


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Metallurgical Industries, Inc.

We have audited the  accompanying  consolidated  balance sheets of Metallurgical
Industries,  Inc.  and  Subsidiaries  as of  December  31, 1993 and 1992 and the
related consolidated  statements of operations,  stockholders' equity (deficit),
and cash  flows for the two years  ended  December  31,  1993.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of Metallurgical
Industries,  Inc. and  Subsidiaries  as of December  31, 1993 and 1992,  and the
consolidated  results  of its  operations  and its cash  flows for the two years
ended  December 31, 1993,  in  conformity  with  generally  accepted  accounting
principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As shown in the  financial
statements,  the Company incurred a net loss of $2,552,896 during the year ended
December 31, 1993,  and, as of that date,  had a working  capital  deficiency of
$1,131,086 and an accumulated deficit of $5,440,552.  As described more fully in
Notes 4 and 15 to the  financial  statements,  the  Company is in default on its
loan  agreements  with a bank and in arrears on  accounts  with  certain  vendor
creditors  which,  among  other  things,  causes the  balances  to become due on
demand.  The  Company is not aware of any  alternate  sources of capital to meet
such  demands,  if made.  Those  conditions  raise  substantial  doubt about the
Company's  ability to continue as a going concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.



BROZA, BLOCK & RUBINO
Certified Public Accountants

March 21, 1994

Member of AICPA Division for Certified Public Accountant Firms - SEC and Private
Companies Practice Sections

                                                       Abraham E. Block, CPA
                                                       Anthony Rubino, CPA
                                                       Jerome C. Donovan, CPA
                                                       Ralph Ciambrone, Jr., CPA

                                      F-3

<PAGE>
<TABLE>
<CAPTION>
                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 1994 and 1993

                                                                                                        1994           1993
                                                        ASSETS                                      -----------    -----------
<S>                                                                                                 <C>            <C>

    CURRENT ASSETS:
         Cash ................................................................................... $         166   $      6,006
         Accounts receivable ....................................................................                      291,221
         Inventory ..............................................................................          --          482,089
         Other current assets                                                                              --              925
                                                                                                    -----------    -----------
                                                       TOTAL CURRENT ASSETS .....................           166        780,241
                                                                                                    -----------    -----------

    PROPERTY AND EQUIPMENT, at cost:
         Machinery and equipment ................................................................          --          491,168
         Leasehold improvements and other equipment .............................................          --           82,672
                                                                                                    -----------    -----------

            Total Property and Equipment ........................................................          --          573,840
         Less accumulated depreciation ..........................................................          --         (226,785)
                                                                                                    -----------    -----------
                                                 NET PROPERTY AND EQUIPMENT .....................          --          347,055
                                                                                                    -----------    -----------

    OTHER ASSETS                                                                                         41,713         47,452
                                                                                                    -----------    -----------
                                                               TOTAL ASSETS ..................... $      41,879  $   1,174,748
                                                                                                    ===========    ===========



                                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

    CURRENT LIABILITIES
         Notes payable - bank ................................................................... $        --      $   297,130
         Notes payable - officers and directors .................................................        59,310        145,835
         Accounts payable .......................................................................     1,030,592      1,246,673
         Other current liabilities ..............................................................       153,695        208,856
         Current portion of capital lease obligation                                                       --           12,833
                                                                                                    -----------    -----------
                                                  TOTAL CURRENT LIABILITIES .....................     1,243,597      1,911,327
                                                                                                    -----------    -----------

    LONG-TERM DEBT - NET OF CURRENT PORTION
         Long-term capital leases ...............................................................          --           13,614
                                                                                                    -----------    -----------
    STOCKHOLDERS'  EQUITY (DEFICIT):
         Common stock:
            Class A, $.10 par value, shares issued and outstanding,
              8,299,800 and 3,622,654 ...........................................................       829,980        362,265
            Class B $.10 par value, shares issued and outstanding,
              98,438 (convertible into Class A shares) ..........................................         9,844          9,844
         Capital in excess of par value .........................................................     4,534,444      4,318,250
         Accumulated deficit ....................................................................    (6,575,986)    (5,440,552)
                                                                                                    -----------    -----------
                                       TOTAL STOCKHOLDERS' EQUITY (DEFICIT) .....................    (1,201,718)      (750,193)
                                                                                                    -----------    -----------
                                TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ ...................  $     41,879  $   1,174,748
                                                                                                    -----------    -----------

                                     See  accompanying   notes  to  consolidated financial statements.

                                                                       F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 1994, 1993 and 1992


                                                                  1994               1993                1992
                                                              -----------        -----------        ------------
<S>                                                           <C>                <C>                <C>                
REVENUE ...............................................     $     535,737   $      2,758,018    $      3,177,901
                                                              -----------        -----------        ------------

COSTS AND EXPENSES:
     Cost of sales ....................................           559,828          3,442,695           3,285,196
     Selling, general and administrative ..............         1,043,582          1,765,797           1,536,266
     Interest .........................................            31,440            102,422             108,339
                                                               -----------        -----------        ------------
                                                                1,634,850          5,310,914           4,929,801
                                                               -----------        -----------        ------------
LOSS BEFORE EXTRAORDINARY ITEMS: ......................        (1,099,113)        (2,552,896)         (1,751,900)

EXTRAORDINARY ITEMS:
     Loss on disposition of assets ....................           (97,503)              --                 --
     Gain from elimination of debt ....................            61,182               --                 --
                                                               -----------        -----------        ------------
                                                                  (36,321)              --                 --
                                                               -----------        -----------        ------------
NET LOSS ..............................................       $(1,135,434)  $     (2,552,896)  $      (1,751,900)
                                                               ===========        ===========        ============

NET LOSS PER SHARE:
     Loss before extraordinary items ..................       $     (0.15)  $          (1.03)  $           (0.88)
     Extraordinary item ...............................             (0.01)               --                  --
                                                               -----------        -----------        ------------
NET LOSS PER SHARE ....................................       $     (0.16)  $          (1.03)  $           (0.88)
                                                               ===========        ===========        ============

AVERAGE COMMON SHARES OUTSTANDING .....................         7,206,422          2,486,983           1,989,315


                                          See accompanying notes to consolidated financial statements

                                                                       F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                 STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992


                                                                                                         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)
                                              ===========    ===========   ===========   ===========   ===========   =============

                                   See   accompanying   notes  to   consolidated financial statements.

                                                                       F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

                                                                                   1994          1993          1992
                                                                                ----------    ----------    ----------
<S>                                                                             <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ................................................................  $(1,135,434) $ (2,552,896) $ (1,751,900)
                                                                               -----------   -----------   -----------
   Adjustments  to  reconcile  net  income  to net cash  provided  by  operating
   activities:
      Depreciation and amortization ........................................       16,595       206,594       152,718
      Common stock issued for services .....................................      683,909           --            --
      Loss on disposal of property .........................................       97,503       (38,260)      (10,606)
      Abandonment of fixed assets ..........................................          --         26,722           --
      Gain from elimination of debt ........................................      (61,182)          --            --
      (Increase) decrease in accounts receivable ...........................      291,221       124,070       350,622
      (Increase) decrease in inventories ...................................      482,089     1,859,117      (248,135)
      (Increase) decrease in other assets ..................................        6,664        32,700       168,449
      Increase (decrease) in accounts payable ..............................     (154,899)      272,611       562,739
      Increase (decrease) in accrued liabilities ...........................      (55,161)      (20,654)      (76,350)
                                                                               -----------   -----------   -----------

                                                   Total adjustments .......    1,306,739     2,462,900       899,437
                                                                               -----------   -----------   -----------

                    Net cash provided (used) by operating activities .......      171,305       (89,996)     (852,463)
                                                                               -----------   -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Cash payments for the purchase of property ..............................          --         (9,587)     (410,002)
   Cash proceeds from the sale of property .................................      232,957       513,262        90,000
                                                                               -----------   -----------   -----------

                    Net cash provided (used) by investing activities .......      232,957       503,675      (320,002)
                                                                               -----------   -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercise of stock options and
     issuance of additional shares .........................................          --        220,000           --
   Net proceeds from private placement .....................................          --            --      1,154,228
   Repayment of debt .......................................................          --            --       (100,000)
   Principal payments on capital leases ....................................      (26,447)       (4,743)       (6,471)
   Principal payments on long-term debt ....................................     (297,130)     (719,537)      (33,333)
   Loans from officers and directors .......................................          --        100,000        61,000
   Repayment of officers and directors loans ...............................      (86,525)       (5,165)      (45,000)
                                                                               -----------   -----------   -----------

                    Net cash provided (used) by financing activities .......     (410,102)     (409,445)    1,030,424
                                                                               -----------   -----------   -----------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS ............................       (5,840)        4,234      (142,041)
   Cash, beginning .........................................................        6,006         1,772       143,813
                                                                               -----------   -----------   -----------
   Cash, ending ............................................................  $       166   $     6,006  $      1,772
                                                                               ===========   ===========   ===========
SUPPLEMENTAL DISCLOSURES:
   Interest expense ........................................................  $    31,440   $   100,838  $    113,578
                                                                               ===========   ===========   ===========
   Noncash financing activities:
      Issuance of common stock for services ................................  $   683,909   $       --            --
                                                                               ===========   ===========   ===========

                                  See   accompanying   notes   to   consolidated financial statements.

                                                                       F-7

</TABLE>
<PAGE>
         METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The  consolidated  financial  statements  include the accounts of  Metallurgical
Industries, Inc. and its wholly-owned subsidiaries, Intermet Resources, Inc. and
Advanced Welding & Coating Services, Inc. (collectively,  the Company). However,
since the Company's wholly-owned subsidiaries were dissolved during 1994 through
chapter 7 bankruptcies, no accounts of subsidiaries are included in the December
31, 1994 balance sheet. Investment in a joint venture, owned 50% by the Company,
was  accounted  for by the equity  method and is  included  in the  accompanying
consolidated statement of operations.  All significant intercompany transactions
have been eliminated.

Nature of Business

The Company is located in the United States and marketed various powdered metals
which it either  processed or sold without  processing.  The Company  ceased all
active  operations on June 30, 1994. Since then the Company's  activity has been
largely  restricted  to  maintaining  its corporate  legal  status,  negotiating
creditor settlements and searching for mergers or acquisitions.

Inventory

Inventory is valued at the lower of cost or market.  Cost is  determined  by the
first-in, first-out (FIFO) method.

Property and Equipment

Property and equipment are recorded at cost.  Depreciation  is provided over the
estimated useful lives of the assets on the  straight-line  method for financial
reporting  purposes and accelerated  methods for income tax purposes.  Gains and
losses on the disposition of fixed assets are recognized in current  operations.
Fully depreciated fixed assets are written off against accumulated depreciation.

Revenue Recognition

The Company prepares its financial statements on the accrual basis of accounting
whereby  sales are  recognized  in the  period in which  they are  shipped.  The
Company owned certain patents relating to the processing of metals.  The patents
were sold in June 1993. Royalty income was based on a percentage of sales of the
licensed  products and was included in income in the period that  payments  were
scheduled to be received.

                                      F-8
<PAGE>


                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Elimination of debt

The Company's wholly-owned  subsidiaries had debt in amount of $61,182 which was
discharged  in Chapter 7  bankruptcy  filings.  This amount is  reflected in the
consolidated  statements of operations as a gain from elimination of debt during
the year ended December 31, 1994.

Taxes on Income

Effective January 1, 1993 the Company adopted Statement of Financial  Accounting
Standards No. 109,  Accounting for Income taxes.  The  cumulative  effect of the
change in accounting principle is immaterial.

Research and Development

The cost  related to basic  research  and  product  development  is  expensed as
incurred. No research and development costs were incurred during the years 1994,
1993 and 1992.

Net Income Per Share

Net income per share is based on the average number of shares outstanding during
each year  retroactively  adjusted  to give  effect to all stock  splits.  Stock
options and warrants have been  excluded from the 1994,  1993 and 1992 per share
calculations due to their anti-dilutive effect.

                                      F-9
<PAGE>

Basis of Financial Statement Presentation

The Company's financial statements have been presented on the basis that it is a
going concern,  which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company incurred losses before
extraordinary items of $1,099,113 in 1994,  $2,552,896 in 1993 and $1,751,900 in
1992.  At December 31, 1994,  the  Company's  current  liabilities  exceeded its
current assets by $1,243,431,  and the stockholders equity reflects a deficit of
$1,201,718.  The  Company's  continued  existence is dependent on its ability to
generate  sufficient  cash  flow to cover  operating  expenses,  to  settle  its
obligations  and  develop  an active  business.  As  described  in Note 14,  the
Company's  management  has  started  negotiations  for a  merger  with a  "going
concern" company.




                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2 - INVENTORY

Inventory consists of the following:

                                                   December 31,
                                                 1994       1993

         Raw materials                        $    -     $163,385
         Work-in-process                           -         -
         Finished goods                                   318,704
                                              ---------  --------
                                              $    -     $482,089
                                              =========  ========

NOTE 3 - NOTES PAYABLE - OFFICERS AND DIRECTORS

Notes payable to officers and directors consists of the following:

                                                  December 31,
                                                 1994      1993

         Note payable, with interest at 8%    $ 41,760   $ 51,000
         Note payable, with interest at 8.5%    17,550       -
         Note payable, due $2,149 per month
          in 60 monthly installments, with
          interest at prime plus 2.5%
          secured by all machinery and
          equipment                               -        94,835
                                              --------   --------
                                              $ 59,310   $145,835
                                              ========   ========

At December 31, 1994 and 1993 the above notes  payable to officers and directors
were in default.

NOTE 4 - NOTES PAYABLE - BANK

In 1993 the bank  notified  the Company that it was  declaring  its loans to the
Company in default.  Accordingly,  all long-term bank debt was reclassified from
long-term to current.

         Long-term debt as of December 31, 1993          $297,130
         Less current maturity                            297,130
                                                         --------

         Long-term debt                                  $   -
                                                         ========


                                      F-10
<PAGE>


          METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 5 - CAPITAL AND OPERATING LEASE OBLIGATIONS FOR EQUIPMENT

During  1994,  the  Company   defaulted  on  its  capital  and  operating  lease
obligations and the equipment was repossessed.

NOTE 6 - STOCK OPTIONS AND WARRANTS

No options  relating to the  Company's  1989 stock  option  plan were  exercised
during 1994, and the outstanding options expired on March 22, 1994.

On September 8, 1993, the Company  adopted its 1993 stock option plan.  Pursuant
to the plan, the Board of Directors of the Company can issue options to purchase
up to 2,587,800  shares of the Class A common  stock over a 10 year period.  All
options under the plan are  non-qualified  stock options.  The exercise price of
options granted was based on the average of the closing bid/asked prices for the
common stock over the 20 day trading  period  immediately  prior to the grant or
upon the bid price on the date of the grant.

On February 11, 1994, the Company  adopted its 1994 stock option plan.  Pursuant
to the plan, the Board of Directors of the Company can issue options to purchase
up to 3,300,000  shares of the Class A common  stock over a 10 year period.  All
options under the plan are  non-qualified  stock options.  The exercise price of
options granted was based on the average of the closing bid/asked prices for the
common stock over the 20 day trading  period  immediately  prior to the grant or
upon the bid price on the date of the grant.

Activity under the Company's plans was as follows:
                                     Number of                   Option
                                      Shares                  Price per share
 Outstanding at December 31, 1991     39,100                  $3.125 - $8.50
   Granted                              -                            -
   Exercised                            -                            -
   Cancelled                            -                            -
                                   ---------

 Outstanding at December 31, 1992     39,100
   Granted                          ,587,800                     .10 -   .25
   Exercised                      (1,400,000)                    .10 -   .25
   Cancelled                            -
                                   ---------

 Outstanding at December 31, 1993  1,226,900                     .10 -  8.50
   Granted                         3,300,000                     .10 -   .25
   Exercised                      (4,487,800)                    .10 -   .25
   Cancelled                      (   39,100)
                                   ---------

 Outstanding at December 31, 1994       -
                                   =========

                                      F-11
<PAGE>

                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 7 - COMMON STOCK

The details of the  Company's  Common Stock at December 31, 1994,  1993 and 1992
are as follows:
                                                  Number of Shares
                                             1994        1993       1992
                                         ----------  ---------- ----------
 Class A, $.10 par value:
  Authorized                             10,000,000  10,000,000 10,000,000
  Issued and outstanding                  8,299,800   3,622,654  1,982,654

Class B, $.10 par value:
  Authorized                                222,000     222,000    222,000
  Issued and outstanding                     98,438      98,438     98,438

Class B shares are  convertible  into Class A shares on a one-for-one  basis and
each class has the same rights and privileges with the exception of voting.

Pursuant to a 1966 stock  purchase  contract,  the  Company  agreed not to issue
additional  shares of Class A or B stock as long as a certain major  stockholder
owns a minimum of 57,000 shares of Class A Common Stock.  This  restriction does
not include the issuance of Class A Common Stock for (l)  property,  (2) options
and warrants, (3) conversion of Class B shares. However in the event of a public
or private  offering,  the major Class A stockholder is entitled to purchase its
pro-rata share of such placement at the offering price.

NOTE 8 - INCOME TAXES

At December 31, 1994,  the Company had a net operating  loss (NOL)  carryforward
totaling  approximately  $2,700,000  that may be offset  against  future taxable
income in varying amounts through 2001. In addition, the Company has certain tax
credit  carryforwards of approximately  $131,000 which expire in varying amounts
between 2000 and 2005. The Company has a $7,000,000  capital loss carryover that
expires in 1999. Loss carryovers of approximately  $6,500,000 and tax credits of
Approximately  $122,000  were lost during 1994 when the  Company's  subsidiaries
were dissolved pursuant to Chapter 7 bankruptcy. No benefit has been reported in
the financial  statements,  however,  because the Company  believes  there is at
least a 50% chance that the carryforwards will expire unused.  Accordingly,  the
tax benefit of the loss carryforward has been offset by a valuation allowance of
the same amount.  The  expected  tax benefit  resulting  from  applying  federal
statutory  tax rates to the pretax loss  differs  from  amounts  reported in the
financial  statements  because of the increase in valuation  allowance.  Certain
provisions  of the tax law may limit the net  operating  loss,  capital loss and
credit  carryovers  in the event of a  significant  change in  ownership  of the
Company.

                                      F-12
<PAGE>

         METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENT
                                   (Continued)

NOTE  9 - PROFIT SHARING PLANS

During 1994,  1993, and 1992, the Company made no employer  contributions to its
qualified profit-sharing plan or its 401K plan. Contributions are made solely at
the discretion of management.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

The  Company  leased  manufacturing,  storage  and  office  facilities  under an
operating lease. The lease agreement stated that tenancy was from month to month
after December 31, 1993,  terminable by either party on 30 days prior notice but
no later than March 31,  1994.  The  Company  was  evicted on or about March 31,
1994.  The Company  believes  that  additional  charges  after that date are not
justified according to the terms of the lease agreement. The landlord has billed
the Company for a variety of charges since that date resulting in a disagreement
over the amount owed by the Company.  As of December  31, 1994,  the Company has
recorded an  obligation  of $354,711  as  compared  to the  landlord's  claim of
$651,047,  resulting  in an amount in dispute of  approximately  $296,000.  This
disputed  amount does not appear as an  obligation  on the  Company's  financial
statements.  No law suits have been filed to date regarding the disputed amount,
however,  the landlord received a judgment in its favor in 1993 in the amount of
$351,005  representing  the  Company's  obligation  at September  24, 1993.  The
Company believes that the possibility of an unfavorable  outcome  regarding this
disputed amount is reasonably possible but not probable.

Additionally,  the Company is obligated  under its lease  agreement to reimburse
the landlord for all costs of environmental  clean-up.  The Company executed two
security  agreements  with the  landlord as the  secured  party for the costs of
clean-up. The first $100,000 is subordinate only to the security interest of the
bank debt,  if any,  taxes owed to Internal  Revenue  Service,  and State of New
Jersey taxes.  Any liability in excess of $100,000 is secured but subordinate to
the  security  interest  of the  same  entities  plus  that of Ira and  Lawrence
Friedman.  The Company had  insurance  policies  which it believes  should cover
approximately  $100,000 of the clean-up costs.  The Company cannot  determine at
this time what impact, if any, this matter will ultimately have on its financial
position.

                                      F-13
<PAGE>


                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 11 - BUSINESS SEGMENT DATA

The Company's operations were conducted through two business segments: specialty
metals processing and advanced welding technology activities. These segments and
the primary operations of each are described below.

Information  concerning  this data is as follows:  Loss from operations is total
revenue less operating expenses and state income taxes.  Identifiable assets are
those assets used in the Company's operation for each segment.


                                    December 31,
                              1994        1993         1992    
                         -----------  -----------  ------------
 REVENUE:

  Specialty metals
   processing            $   535,681  $ 2,302,320   $ 2,094,036
  Advanced welding
   activities                   -         444,323       853,642
                         -----------  -----------   -----------

                         $   535,681  $ 2,746,643   $ 2,947,678
                         ===========  ===========   ===========
LOSS FROM OPERATIONS:

OPERATING LOSSES:

 Specialty metals
   processing            $(1,062,413) $(1,958,979)  $(  936,036)
 Advanced welding
   activities             (    5,316)  (  502,872)   (  937,748)
 Interest expense         (   31,440)  (  102,420)   (  108,339)
 Other income                     56       11,375       230,223
                         -----------  -----------   -----------
LOSS FROM OPERATIONS     $(1,099,113) $(2,552,896)  $(1,751,900)
                         ===========  ===========   ===========
IDENTIFIABLE ASSETS:

  Specialty metals
   processing            $    41,879  $ 1,016,291   $ 2,761,005
  Advances welding
   activities                   -         148,457     1,140,932
                         -----------  -----------   -----------

                         $    41,879  $ 1,174,748   $ 3,901,937
                         ===========  ===========   ===========

                                      F-14
<PAGE>


                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 11 - BUSINESS SEGMENT DATA (Continued)


CAPITAL SPENDING:
                                        December 31,
                              1994         1993          1992
   Specialty metals
    processing             $    -      $     9,587   $   152,068
   Advanced welding
    activities                  -              -         293,780
                           ----------  -----------   -----------

                           $    -      $     9,587   $   445,848
                           ==========  ===========   ===========


DEPRECIATION:

   Specialty metals
    processing             $   12,665  $   100,804   $    70,182
   Advanced welding
    Activities                  3,930       26,613        82,536
                           ----------  -----------   -----------

                               16,595  $   127,417   $   152,718
                           ==========  ===========   ===========

                                      F-15
<PAGE>

For the years  ended  December  31,  1994 and  1993,  there  were no  individual
customers who accounted for sales of 10% or greater.

For the  year  ended  December  31,  1992,  one  customer  comprised  10% of the
Company's sales. Sales to this customer were approximately $417,000.

NOTE 12 - PRIVATE PLACEMENT

During 1992, the Company issued 423,437 shares of Class A common stock through a
private placement  offering at $4.00 per share. Total proceeds from the offering
were $1,529,228 net of applicable  expenses in the amount of $164,520.  Included
in the private  placement  was the  conversion  of $375,000 of notes  payable to
officers and directors.

In addition,  for every share issued, a stock warrant was issued to purchase one
additional  share of Class A common stock.  The warrants are exercisable  over a
five-year period at a price of $4.00 per share.





                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 13 - RELATED PARTY TRANSACTIONS

In December of 1994, the Company moved its offices from Tinton Falls, New Jersey
to the  offices of Canton  Financial  Services  Corporation  (CFSC) in Salt Lake
City, Utah. CFSC is a wholly- owned subsidiary of Canton Industrial Corporation.
At that time the Company entered into a management and consulting agreement with
CFSC and Richard D. Surber  became the Company's  president and chief  executive
officer.  Mr Surber is a  shareholder  of the Company  and also Chief  Executive
Officer and shareholder of Canton Industrial Corporation.

NOTE 14 - SUBSEQUENT EVENTS

During  the first six months of 1995 the  Company  settled  debts  with  various
creditors  in the amount of  $233,726 in  exchange  for the  issuance of 158,566
shares of Class A common stock.

On  February 1, 1995,  the Board of  Directors  unanimously  approved a 1 for 40
reverse  stock  split  of the  Class  A  common  stock,  and a  decrease  in the
authorized  number of shares of Class A common stock from 10,000,000 to 250,000.
Authorized  Class A common  stock  was  subsequently  increased  to  200,000,000
shares.

Pursuant to an  agreement  dated  February 28, 1995 the  Company's  president is
entitled to receive as compensation for services  rendered 5,000 shares of Class
A common stock per month and an option to purchase 5,000  additional  shares per
month at an option price of $0.50 per share.  Compensation through July 1995 for
services has been made through the issuance of 37,500  shares in August 1995. On
November 21, 1995, the Company issued another 15,000 shares to Mr. Lifschutz for
services rendered from August to October.  In addition 28,463 shares were issued
for a finders fee.

On March 1, 1995, the Company  entered into  consulting  agreements with Karston
Electronics,  Ltd. and East-West  Trading Corp. As  compensation  for consulting
services, the Company issued to Karston and East-West each 120,000 shares of its
Class A common  stock.  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 share to be exercised no later than August 4, 1996.

On April 1, 1995,  the Company  issued 186,008 shares of Class A common stock to
officers and directors for services rendered prior to 1995.

                                      F-16
<PAGE>




                 METALLURGICAL INDUSTRIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 14 - SUBSEQUENT EVENTS  (Continued)

A Special Meeting of Shareholders of the Company held on March 21, 1995 approved
the  following  proposals:  to increase the number of  authorized  shares of the
Company to  200,000,000  of Class A common  stock and 220,000  shares of Class B
common stock;  to reduce par value per share of Class A and Class B common stock
from $0.10 to $0.001;  and to change the Company's  name to BRIA  Communications
Corp.,  effective  April 1, 1995. On March 24, the Company issued 115,000 shares
of its  Class B common  stock  to  Canton  Financial  Services  Corporation  for
services rendered in relation to the shareholders' meeting.

On May 16, 1995, the Company entered into a one-year  consulting  agreement with
Canton Financial Services Corporation (CFSC). This agreement replaces an earlier
agreement dated December 16, 1994 (see Note 13). According to the agreement CFSC
would  assist  the  Company  in  locating  a  potential   corporate  entity  for
acquisition or merger,  assist with the  restructuring  of the Company's  common
stock,  arrange for a public stock  offering,  and assist in the  preparation of
agreements,  documents,  filings and other material  necessary to effectuate the
above  services.  The agreement also entitled CFSC to receive a finders fee upon
the  presentation  of a suitable merger or acquisition  candidate.  Accordingly,
CFSC  received  shares  of the  Company's  Class A common  stock in July,  1995:
1,954,931  shares for  services  and  1,144,660  as a finders fee related to the
proposed AltaChem transaction discussed below.

During July,  1995, the Company issued 500,000 shares of Class A common stock in
exchange for media credits and 200,000 shares in exchange for trade credits, and
53,400 shares to officers and directors for services.

On September 1, 1995 the Company issued  21,623,996 shares of its Class A common
stock. The issuance represents 75% of the Company's issued and outstanding Class
A common  stock and was done  pursuant to a proposed  Stock  Exchange  Agreement
which would give the Company 100% ownership of AltaChem Group,  Inc. AltaChem is
a chemical  company,  formed  under laws of the  Republic of  Ireland.  AltaChem
manufactures, distributes and sells chemicals used in the building industry. The
Company  believes  that the exchange  will qualify as a tax free  reorganization
under the provisions of the Internal Revenue Code. If the exchange is completed,
the present  shareholders  of  AltaChem  would own 75% of the  Company,  and the
Company  would own 100% of  AltaChem.  If the  transaction  is not  completed by
December 31, 1995, the shares will be returned to the Company.

                                      F-17

<PAGE>

     ITEM 8. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURE (Subsequent to December 31, 1994)


         On January 11, 1995, the Company  relieved its independent  accountant,
Broza,  Block & Rubino  ("Broza")  of its duties.  Broza had been the  Company's
independent  accountant  for over ten  years.  The  Company  filed a Form 8-K on
January  16,  1995,  and a Form 8-K/A on  February  6, 1995 and also on March 8,
1995. The February 6, 1995 Form 8-K/A was filed to respond to Rule 304(a)(1)(iv)
of Regulation  S-B which was not done in the January 16, 1995 report.  The March
8, 1995 Form 8-K/A was filed because the Company had then just received  Broza's
response to the original Form 8-K.

         Neither of  Broza's  reports on the  financial  statements  for the two
years prior to Broza's  discharge  contained an adverse opinion or disclaimer of
opinion,  or  was  modified  as  to  uncertainty,   audit  scope  or  accounting
principles;  however,  the financial  statements  included in the Company's 1993
10-K report,  prepared by Broza, included a single sentence expressing its doubt
as to the Company's ability to continue as a going concern.

         The  decision to change  accountants  was  recommended  by the board of
directors  and stemmed from a change in the Company's  headquarters,  which were
moved  from  Shrewsbury,  New  Jersey  to Salt  Lake  City,  Utah.  The board of
directors  believed  that the vast  distance  between the Company and Broza made
continuation of the relationship logistically and financially impractical.

         There were no disagreements between Broza and the Company on any matter
of accounting  principles,  financial statement  disclosure or auditing scope or
procedure during the two most recent fiscal years and subsequent period.

         In January  1995,  the Company  reached an agreement to have Michael L.
Roper,  CPA, become its independent  auditor for the fiscal year ending December
31, 1994.  Included in the proxy material relating to the March 14, 1995 Special
Meeting was a proposal  asking for  shareholder  ratification of this selection.
However, after the definitive proxy material was distributed to shareholders and
before the Special  Meeting,  the Company decided against  utilizing Mr. Roper's
accounting and auditing skills and therefore never formally engaged Mr. Roper as
its independent auditor.

         A new independent auditor, Andersen, Andersen & Strong, was retained by
the  Company on August 28, 1995 to perform  the  Company's  audit for the fiscal
year ending  December 31, 1994.  The need to retain a new auditor for the fiscal
year ending December 31, 1994, contributed to the Company's delay in filing this
Form 10-KSB.






                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]



<PAGE>



                                    PART III



ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



Directors, Executive Officers and Control  Persons

         Name                       Age     Position(s) and Office(s)

         Richard Lifschutz          49      Director, President

         James Tilton               34      Director, Chief Executive Officer

         Aster De Schrijver         53      Director

         Jane Zheng                 33      Director, Secretary and Treasurer

         Richard Lifschutz works as a business  consultant in several industries
and was appointed  the Company's  president and one of its directors on March 1,
1995.  During the last five years,  Mr. Lifschutz has been involved with Lev-Ari
Communications in public  relations,  advertising and film and video production.
Additionally, Mr. Lifschutz has been a media and barter broker for approximately
the last three years on the "Itex" barter network.  Mr. Lifschutz is a member of
the Screen  Actors  Guild and also  works as a  consultant  to movie  production
companies and has appeared in several productions as an actor.

         Aster De Schrijver  was  appointed a director and Chairman of the Board
of the Company on August 3, 1995.  Mr. De Schrijver is a plastics  engineer with
an MBA degree from the University of Antwerp,  Belgium.  He has over 15 years of
experience in  polyurethane  foams and worked in the  development  and technical
services  departments at Shell and ICI Europe.  He founded a  polyurethane  foam
company,  PCO A.G.  Switzerland,  in 1976 and went on to represent  Belgium on a
plastic technology exchange mission to China in 1982. Mr. De Schrijver is also a
director of Tianrong Building Material Holdings,  Ltd., a Utah corporation,  and
OMAP Holdings,  Inc., a Nevada corporation.  He is the majority  shareholder and
president of ADS Group, Inc., a Belgian corporation which owns a majority of the
Company's Class A common stock.  For more  information on this stock  ownership,
see "Item 11 - Security Ownership of Certain Beneficial Owners and Management."

         James Tilton was appointed the Company's  chief  executive  officer and
one of its directors on August 3, 1995.  Mr.  Tilton has extensive  business and
marketing  experience in the Far East and has worked with his wife,  Jane Zheng,
in partnership with the Metallic  Building Company ("MBC"),  a subsidiary of NCI
Building  Systems  (a  NASDAQ  listed  company),  to market  its  pre-engineered
building materials and chemicals in the People's Republic of China ("PRC") since
1991.  For over the last five years and again with Jane Zheng,  he has  assisted
Star bright, a division of Ocean Bio-Tech,  in establishing a sales distribution
system  in PRC for its  chemical  products.  Mr.  Tilton is also a  director  of
Tianrong  Building  Material  Holdings,  Ltd.,  a  Utah  corporation,  and  OMAP
Holdings, Inc., a Nevada corporation.
<PAGE>

         Jane Zheng was appointed as a director and  secretary/treasurer  of the
Company  on August 3, 1995.  Ms.  Zheng has  extensive  business  and  marketing
experience  in the Far East and has worked with her husband,  James  Tilton,  in
partnership  with the Metallic  Building  Company  ("MBC"),  a subsidiary of NCI
Building  Systems  (a  NASDAQ  listed  company),  to market  its  pre-engineered
building  materials and  chemicals in the Peoples  Republic of China since 1991.
For over the last five years and again with James Tilton, Ms. Zheng has assisted
Star bright, a division of Ocean Bio-Tech,  in establishing a sales distribution
system in PRC for its chemical  products.  She received her  engineering  degree
from Shanghai University,  in Shanghai,  China. Ms. Zheng also has an MBA degree
in Finance  from  Adelphi  University,  New York,  and  serves as a director  of
Tianrong  Building  Material  Holdings,  Ltd.,  a  Utah  corporation,  and  OMAP
Holdings, Inc., a Nevada corporation.

Compliance with Section 16(a) of the Exchange Act

         The  Company is not aware of any  person  who,  at any time  during the
fiscal year ended  December 31, 1994,  was a director,  officer,  or  beneficial
owner of more than ten percent of the common stock of the company, and failed to
file on a timely  basis  reports  required  by Section  16(a) of the  Securities
Exchange Act of 1934 during such fiscal year.

         The Company is aware that James Tilton,  the Company's  chief executive
officer  and one of its  directors,  failed to timely file  reports  required by
Section  16(a) of the  Securities  Exchange Act of 1934 as required to have been
filed in August 1995.  The Company is aware that Aster De Schrijver,  one of the
Company's directors,  failed to timely file reports required by Section 16(a) of
the  Securities  Exchange  Act of 1934 as  required to have been filed in August
1995.  Mr.  Tilton  and Mr. De  Schrijver  filed  these  Forms 3 with the SEC on
December 6, 1995.




ITEM 10. EXECUTIVE COMPENSATION



Executive Compensation

         No  compensation  in excess of $100,000  was awarded to,  earned by, or
paid to any executive officer of the Company during the 1994 fiscal year.

         The following table provides  summary  information for each of the last
three fiscal years concerning cash and non-cash  compensation paid or accrued by
the  Company to or on behalf of Ira  Friedman,  who,  until his  resignation  in
December of 1994, had served as the president and chief executive officer of the
Company  since 1972 and a director  since  1967.  The  Company's  current  chief
executive  officer,  James Tilton,  has not received any  compensation  from the
Company.


                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


<PAGE>
<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE
                                                                                        Long Term Compensation
                                                                         -------------------------------------------
                                       Annual Compensation                           Awards                 Payouts
                                 -------------------------------------   ------------------------------    ---------
                                                          Other Annual   Restricted       Securities                     All Other
Name and                                                    Compen-         Stock         Underlying         LTIP         Compen-
Principal Position       Year    Salary($)    Bonus($)     sation($)     Award(s)($)    Options/SARs(#)    Payouts($)    sation($)
<S>                      <C>     <C>          <C>          <C>           <C>            <C>                <C>           <C>     
Ira Friedman             1994     100,000(1)     -             0              -                -                -             -
Former CEO &             1993      85,157        -             0              -                -                -             -
President                1992      86,833        -           2,000            -                -                -             -

</TABLE>

(1) Mr. Ira Friedman recieved the sum of $50,000 towards his annual salary.

COMPENSATION OF DIRECTORS

          There is no standard  arrangement by which the Company's directors are
compensated for services  provided as directors.  No director  received any cash
compensation  for  services as a director in the fiscal year ended  December 31,
1994, or as of November 15, 1995.  Directors  are not precluded  from serving in
any other capacity as an officer,  agent, employee, or otherwise,  and receiving
compensation therefor.

          Richard Lifschutz,  the Company's  president and one of its directors,
has an Letter of Agreement  dated February 28, 1995.  Pursuant to this Agreement
Mr.  Lifschutz  is entitled  to receive  5,000  restricted  shares per month for
services  rendered  as the  Company's  president  as well as options to purchase
5,000  additional  shares per month at an option price of $0.50 per share. As of
November 15, 1995, the Company has issued Mr.  Lifschutz  25,000 shares for five
months of service and 12,500  shares that were  optioned.  The option  price was
waived by the board of  directors  as a bonus.  On November  21,  1995,  another
15,000 shares ware issued to Mr. Lifschutz for services  rendered.  In addition,
pursuant to his employment contract, Mr. Lifschutz received 28,463 shares of the
Company's  Class  A  common  stock.  On  August  16,  1995 as  finders'  fee for
introducing  ITEX to the Company.  See "Item 11 - Security  Ownership of Certain
Beneficial  Owners and Management"  for additional  information on the amount of
shares which Mr. Lifschutz beneficially owned as of November 15, 1995.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


          On November 15, 1995,  there were  26,778,559  shares of the Company's
Class A common stock and 213,438.5 shares of its Class B common stock issued and
outstanding.  The following table sets forth selected information concerning the
stock  ownership as of November 15, 1995, with respect to (i) each person who is
known to the  Company to be the  beneficial  owner of more than 5 percent of the
Company's  common  stock;  (ii)  all  directors;  (iii)  each  of the  executive
officers;  and (iv)  directors and executive  officers of the Company as a group
(for more  information on the Company's  Class A common stock and Class B common
stock,  see  "Item  5 -  Market  for  Registrant's  Common  Equity  and  Related
Stockholder Matters"):

<PAGE>

<TABLE>

----------------------- ------------------------------------------ -------------------------------- -----------------
                                    Name and Address                    Amount and Nature of            Percent
    Title of Class                 of Beneficial Owner              Beneficial Ownership (*Please       of Class
                                                                           see note below)            (*Please see
                                                                                                       note below)
<S> <C>                 <C>                                        <C>                              <C>
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   ADS Group                                           18,740,796                   69.98%
   $0.001 par value     18 St. Georges Street
                        Douglas, Isle of Man IM11PC
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   Canton Financial Services Corp.                      1,487,531                    5.55%
   $0.001 par value     268 West 400 South, Suite 300
                        Salt Lake City, UT 84101
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   A-Z Professional Consultants, Inc.                   1,612,000                    6.02%
   $0.001 par value     268 West 400 South, Suite 300
                        Salt Lake City, UT 84101
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   Richard Surber                                       3,099,531(1)                11.57%
   $0.001 par value     268 West 400 South, Suite 300
                        Salt Lake City, Utah 84101
----------------------- ------------------------------------------ -------------------------------- -----------------
                        OFFICERS AND DIRECTORS
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   James Tilton(2)                                     21,663,996(2)                80.90%
   $0.001 par value     82-66 Austin Street
                        Kew Gardens, NY 11415
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   Jane Zheng(3)                                           40,000(3)                 0.15%
   $0.001 par value     82-66 Austin Street
                        Kew Gardens, NY 11415
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   Richard Lifschutz(4)                                   133,463                    0.41%
   $0.001 par value     147-17 Newport Avenue
                        Neponsit, NY 11964
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   Aster De Schrijver(5)                                18,780,796(5)                70.13%
   $0.001 par value     18 St. Georges Street
                        Douglas, Isle of Man IM11PC
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class A Common Stock   All Officers and Directors as a Group               21,730,139(6)                81.15%(6)
   $0.001 par value
----------------------- ------------------------------------------ -------------------------------- -----------------
                        CLASS B COMMON STOCK
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class B Common Stock   Ira L. Friedman                                         98,438                   46.12%
   $0.001 par value     10 Bingham Hill Circle
                        Rumson, New Jersey 07760
----------------------- ------------------------------------------ -------------------------------- -----------------
 Class B Common Stock   Canton Financial Services Corp.                        115,000                   53.88%
   $0.001 par value     268 West 400 South, Suite 300
                        Salt Lake City, UT 84101
----------------------- ------------------------------------------ -------------------------------- -----------------
</TABLE>

<PAGE>

* Amounts of  beneficial  ownership  will not  collectively  reflect  the actual
number of shares  outstanding and the percentages of class ownership will exceed
100% due to indirect & common beneficial ownership of certain shares.

(1) Includes  1,612,000  shares held by A-Z Professional  Consultants,  Inc., of
which Mr.  Surber is the  president  and sole  director.  Mr.  Surber  disclaims
beneficial  ownership of such shares.  Also includes  1,487,531  shares owned by
Canton  Financial  Services  Corp.,   wholly  owned  subsidiary  of  The  Canton
Industrial  Corporation  of which Mr.  Surber is a director and chief  executive
officer. Mr. Surber disclaims beneficial ownership of such shares.

(2) Includes  18,740,796  shares held by ADS Group, a Belgium  corporation whose
chief executive officer is Mr. Tilton. Mr. Tilton disclaims beneficial ownership
of such shares.  This figure also  includes  2,883,200  shares which were issued
pursuant to the Stock Exchange  Agreement  dated December 8, 1995. See "Item 6 -
Management  Discussion & Analysis" for more  information on this  agreement.  In
addition,  the figure  takes  into  consideration  40,000  shares  purchased  by
Tianrong  Building Material Holding Ltd., of which James Tilton is the President
and a director. Mr. Tilton disclaims beneficial ownership of such shares.

(3) Includes 40,000 shares owed by Tianrong  Building  Material Holding Ltd., of
which James Tilton is the  Secretary  and  Treasurer  and a director.  Ms. Zheng
disclaims beneficial ownership of such shares.

(4)  Includes  67,500  shares  of Class A common  stock  which  may be  acquired
pursuant to options which are exercisable within 60 days.

(5) Includes 18,740,796 shares held by ADS Group, a Belgium corporation of which
Mr. De Schrijver  is the majority  shareholder  and  president.  The number also
includes 40,000 shares owed by Tianrong Building Material Holding Ltd., of which
Mr. De  Schrijver  is  Chairman of the Board and a  director.  Mr. De  Schrijver
disclaims beneficial ownership of such shares.

(6) Only  includes the  18,740,796  shares owned by ADS Group once,  despite the
indirect  beneficial  ownership  of  both  Mr.  Tilton  and  Mr.  De  Schrijver.
Similarly,  the figure only  includes  40,000  shares owed by Tianrong  Building
Material  Holding Ltd.  once,  despite the indirect  ownership of James  Tilton,
Aster De Schrijver,  and Jane Zheng.  See above notes (2) and (5) for additional
information regarding the indirect beneficial ownership of these shares.
<PAGE>

Changes in Control

          There are no other arrangements  within the knowledge of the Company's
management that may result in a change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



James Tilton, Jane Zheng, Aster De Schrijver & AltaChem

          The Company  entered  into a Stock  Exchange  Agreement on December 8,
1995, by and between it and 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, who is also one of the Company's
directors, 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.  ADS Croup's majority shareholder and president is Aster De
Schrijver,  who is also one of the Company's directors,  and its chief executive
officer is James  Tilton.  Jane Zheng is the wife of James Tilton and one of the
Company's  directors.  See "Item 9  Directors,  Executive  Officers  and Control
Persons" and "Item 12 - Certain Relationships and Related Transactions" for more
information  on Tilton,  Zheng,  ADS Group and De  Schrijver.  These shares were
issued with the understanding that they would be retired in the event the merger
did not  transpire.  The net  effect  of this  stock  exchange  (which  has been
effected  as a tax free  reorganization  pursuant  to Section  368(1)(b)  of the
Internal  Revenue Code of 1986,  as amended) is that ACS acquired a 75% interest
in the Company and the Company acquired 100% of AltaChem.

          To encourage AltaChem 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.
See "Item 1 - Description of Business" for additional information regarding this
possible merger.  James Tilton and Aster De Schrijver are officers and directors
of  AltaChem,  and,  aside  from these  positions,  are the  beneficial  owners,
directly or indirectly,  of 100% of AltaChem's  common stock.  Jane Zheng is the
wife of James Tilton.  See "Item 11 - Security  Ownership of Certain  Beneficial
Owners  and  Management"  and  "Item  12 -  Certain  Relationships  and  Related
Transactions"  for more  information  on James  Tilton,  Jane Zheng and Aster De
Schrijver.  Upon the  resignation of Richard D. Surber,  on August 5, 1995, from
the  position as a director of the Company and as its  secretary/treasurer,  the
board of directors appointed Ms. Zheng to serve as secretary/treasurer, and also
appointed Mr. Tilton as the chief executive  officer of the Company.  Mr. Surber
resigned for personal  reasons and with no  disagreements  or disputes  with the
Company or its management. For more information on these officers and directors,
please  see "Item 9 -  Directors,  Executive  Officers,  Promoters  and  Control
Persons; Compliance with Section 16(a) of the Exchange Act."
<PAGE>

Canton and A-Z

          Since January 1993, the Company has completed several transactions, as
detailed below, with The Canton  Industrial  Corporation,  a Nevada  corporation
("Canton"), and A-Z Professional Consultants,  Inc., a Utah corporation ("A-Z").
Richard D. Surber,  the Company's  former  president,  is the president and sole
director of A-Z and a director and chief executive  officer of Canton. By virtue
of his  positions  with Canton and A-Z,  Mr.  Surber may be deemed to have had a
direct interest in transactions with Canton and A-Z.

Canton

          On September 23, 1993, the Company  signed a Stock Purchase  Agreement
allowing Canton to exchange 11,823,006  restricted shares of Canton common stock
for 5,000,000  shares of the  Company's  restricted  Class A common  stock.  The
Agreement  required  shareholder  approval no later than December 3, 1993, which
was  subsequently  extended to December 10,  1993.  No  definitive  contract was
signed and, on February  23, 1994,  the Company  withdrew the proxy it had filed
with the SEC regarding the reorganization with Canton.

          Pursuant to the  proposed  stock  exchange  with  Canton,  the Company
issued  options  for  approximately  5,587,000  shares,  which  were  registered
pursuant to either the  Company's  1993 Stock  Option Plan or 1994 Stock  Option
Plan.  These  options  were granted to  consultants  who assisted the Company in
restructuring  its business and helped  locate  suitable  acquisition  or merger
candidates.  The  consultants  introduced  the  Company to  several  acquisition
candidates,  none of which  turned  out to be  suitable.  As of March 31,  1994,
options worth  1,728,000  shares had been  exercised and of June 1, 1994, all of
the options  described above had been  exercised.  Richard D. Surber was granted
options worth a total of 690,000 options between  September 1, 1993 and February
28, 1994  (290,000  from the 1993  Option Plan and 400,000  from the 1994 Option
Plan). Mr. Surber exercised  options worth 290,000 shares on September 10, 1993,
options worth 100,000  shares on February 23, 1994,  and the final options worth
300,000  shares on March 8, 1994.  Mark  Wolfson,  at the time a  consultant  to
Canton, was granted options worth 650,000 shares from the 1993 Option Plan. Mark
Wolfson's brother is Allen Z. Wolfson,  the sole shareholder of A-Z Professional
Consultants who also may be deemed to be a "control  person" of Canton,  as that
term is defined by rules and regulations  promulgated by the SEC. See this "Item
12 - Certain Relationships and Related Transactions" for additional  information
on A-Z  Professional  Consultants  and Allen  Wolfson.  Mark  Wolfson  exercised
options worth  300,000  shares on September 10, 1993 and the final options worth
350,000 shares on February 8, 1994.

          On September  30, 1993,  the Company  entered into a real estate sales
agreement with Canton whereby the Company agreed to purchase from Canton certain
real estate in West Virginia for $1,506,174. The form of payment wastwo $100,000
promissory  notes  signed by the  Company,  a  promissory  note in the amount of
$175,000  secured by a mortgage on the land, and 500,000 shares of the Company's
Class A common  stock.  A modifying  addendum to the  original  agreement  dated
February 7, 1994,  allowed the Company to return the property if an  independent
appraisal  valued  the real  estate  at less than  $1,506,174.  In the event the
property was returned, the Company was to receive shares of Canton's stock equal
in value to the $1,506,174. The addendum also modified the form of the Company's
payment of the purchase price to be equal to 1,142,000  shares of  Metallurgical
stock plus a promissory  note for $375,000.  The Company  subsequently  notified
Canton that it was  dissatisfied  with the appraisal and elected not to take the
real  estate or shares of Canton  stock  equivalent  to  $1,506,174  and thereby
terminated  the September 30, 1993 real estate sales  agreement and its February
7, 1994 addendum.
<PAGE>

          On May 16, 1995, the Company entered into a Consulting  Agreement with
Canton Financial Services  Corporation  ("CFSC"),  a wholly-owned  subsidiary of
Canton. Pursuant to the agreement,  which has a one year term unless thirty days
written  notice is provided and can be extended on a monthly  basis,  CFSC would
assist the  Company in  locating  or forming a public  company  for a  potential
merger or  acquisition,  assisting in a  restructuring  of the Company's  common
stock,  arranging  for a public  offering,  and  assisting  the  Company  in the
preparation of agreements,  documents,  filings and other material  necessary to
effectuate  the  above  services.  The  Company  agreed  to pay  CFSC a  monthly
consulting  fee which shall be the greater of: (a) $20,000 or (b) actual fee for
services  provided by CFSC's  professional  staff. The Company has the option of
either pay cash or the  Company's  Class A common  stock.  This  agreement  also
provided for CFSC  receiving a finders fee upon the  presentation  of a suitable
merger or acquisition candidate.  Pursuant to this consulting agreement, on July
31, 1995,  the Company  issued 5% of its  authorized but unissued Class A common
stock, or 1,144,600  restricted shares, to CFSC as a finders fee for introducing
the Company to AltaChem.

AZ Professional Consultants, Inc. ("A-Z")

          Richard Surber,  the president and sole director of A-Z, is a director
and the  chief  executive  officer  of  Canton.  He is also the  nephew of Allen
Wolfson,  the sole  shareholder  of A-Z.  Allen  Wolfson  may be  deemed to be a
"control person" of Canton, as that term is defined by S.E.C. regulations.

          In September  1993, A-Z sold the Company a second mortgage on property
located in Lee County (Ft.  Myers) Florida,  which was valued at $47,411.50,  in
exchange for 189,646  restricted  Class A shares of the Company's  stock. In May
1994, the Company  discovered  that the property in question had been foreclosed
on by the first  mortgagor in August 1993.  The Company  advised A-Z of this and
A-Z agreed to void the  transaction  and return the shares to the  Company.  The
shares were returned in May 1994.

Settlement Agreements Among Canton, A-Z, and the Company

          As a  result  of  some  of the  aforementioned  agreements  not  being
consummated or not being performed as envisioned,  several  disputes arose among
the Canton,  A-Z, and the  Company.  To avoid legal  proceedings  and settle all
disputes,  the Company,  A-Z,  Canton,  together  with Ira L.  Friedman,  former
president,  chief executive officer,  and a director of the Company ("Friedman")
and Richard T. Johnson,  formerly the chief financial officer, vice president of
finance,  and a director  of the  Company  ("Johnson"),  executed  a  Settlement
Agreement  dated  December 16, 1994 (the  "Settlement  Agreement").  See "Item 1
Description of Business, Business of Issuer" and "Item 6 - Management Discussion
and Analysis" for additional discussion of this agreement.
<PAGE>

          In  consideration  for the  release by Canton and A-Z of the  Company,
Friedman and Johnson from any and all claims,  causes of action, and obligations
relating to the agreements,  Friedman and Johnson appointed Richard D. Surber as
president and director of the Company and agreed to appoint two other persons to
the Company's board that Canton would nominate. Canton nominated Bobby G. Welch,
II and  Christopher  Swaner as  directors  of the  Company and both were in fact
appointed.  The  Settlement  Agreement  also called for  Friedman and Johnson to
resign from their  positions  and  request  the  Company's  other  officers  and
directors also resign. Effective December 16, 1994, the Company's officers along
with  directors  Keith R.  Garrity  and Edward  Mentzer  resigned.  The board of
directors  appointed  Mr.  Surber  to fill  Mr.  Garrity's  term as a  director.
Effective December 17, 1994, Friedman, Johnson and Lawrence S. Friedman resigned
from the board of directors,  leaving Mr. Surber as the Company's sole director,
until the  appointments of Mr. Welch and Mr. Swaner in January 1995. See "Item 6
- Management  Discussion  and  Analysis,  Changes in Corporate  Management"  for
additional information on the change in control of the Company.

          In addition, as payment for past services rendered, the Company agreed
to  issue  Friedman,  Johnson,  and  Lawrence  Friedman  10% of the  issued  and
outstanding  Class A Common Stock after any reverse  stock split  excluding  any
shares owned by Friedman,  Johnson,  and Lawrence  Friedman.  The Company  shall
issue such shares as follows:  4.9% to  Friedman,  4.9% to Johnson,  and 0.2% to
Lawrence  Friedman.  The shares  were issued on April 1, 1995 when the number of
issued and outstanding Class A Common Stock was 186,008  (excluding shares owned
by the three former officers and directors).  Consequently, Friedman and Johnson
each received 91,144 shares and Lawrence Friedman received 3,720 shares.

          Immediately  after Mr.  Surber's  December  16,  1994  appointment  as
president  and director of the  Company,  the  principal  offices of the Company
moved from Tinton Falls, New Jersey, to 268 West 400 South, Suite 300, Salt Lake
City,  Utah.  The  Settlement  Agreement  stipulated  that Canton  would be paid
1,612,000  restricted  shares  of the  Company's  Class A common  stock  for the
services  it had  rendered  to that  date and for  services  it would  render in
completing the proxy  statement for the Company's March 14, 1995 Special Meeting
of  Shareholders.  See "Item 4 -  Submission  of Matters  to a Vote of  Security
Holders" for more  information  regarding  this proxy  statement and the special
meeting.

          After this shareholder meeting concluded,  Canton continued to provide
consulting  services  to the  Company via its wholly  owned  subsidiary,  Canton
Financial Services Corporation,  a Nevada corporation  ("CFSC").  These services
were formally retained pursuant to a Consulting Agreement dated May 16, 1995, as
discussed above in "Item 12 - Certain  Relationships  and Related  Transactions,
Canton."  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.

          On March 24, 1995,  the Company  issued  115,000 shares of its Class B
Common Stock to CFSC for substantial services Canton rendered in relation to the
shareholder  meeting after the completion of the proxy statement on February 18,
1995,  until March 24, 1995. On July 31, 1995, the Company issued 342,931 shares
of its  Class A  Common  stock to CFSC  for  consulting  fees  owed.  These  two
issuances settled  outstanding  consulting fees from December 16, 1994,  through
July 31,  1995,  for the amount of  $171,4665.  When these  342,931  shares were
issued to CFSC, the Company overlooked the 1,612,000 shares of compensation CFSC
received for its services rendered from December 16, 1994,  through February 18,
1995. Consequently,  CFSC was compensated twice for its services rendered during
this period, which amounted to $64,7543.  This credit amount has been applied to
the  current  balance  owed to CFSC.  As of November  30,  1995,  CFSC  incurred
$267,702 in consulting fees and miscellaneous expenses on behalf of the Company,
of which $31,483 is outstanding and due.
<PAGE>

          By way of a Letter  Agreement  dated July 7, 1995,  the parties to the
Settlement   Agreement  modified  certain  terms  of  December  1994  Settlement
Agreement to include,  among other terms,  the issuance of certain shares of the
Company's  common stock to Messrs.  Friedman and Johnson.  The Company agreed to
use its best  efforts to register  said shares (as well as all shares  issued to
Messrs.  Ira  Friedman,  Lawrence  Friedman  and  Richard  Johnson  pursuant  to
paragraph 1(b)(v) of the Settlement Agreement) on Form S-8.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



(a)  Exhibits.  Exhibits  required  to be  attached  and  filed  by Item  601 of
Regulation  S-B are  listed  in the  Index to  Exhibits  on page 49 of this Form
10-KSB and are incorporated herein by this reference.

(b) Reports on Form 8-K. The Company  filed the  following  four reports on Form
8-K during the period for which this report is being filed:

     December 16, 1994 - Changes in Control of Registrant
     January 16, 1995 - Changes in Registrant's Certifying Accountant
     February 6, 1995 - Amendment of January 16, 1995 Form 8-K
     March 8, 1995 - Amendment of February 6, 1995 Form 8-K

The above mentioned Current Reports on Form 8-K are hereby  incorporated by this
reference.


                [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]



<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 1st day of December 1995.


Bria Communications Corp.



/s/ Richard Lifschutz
Richard Lifschutz, President



         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          December 27, 1995
Richard Lifschutz



/s/ Jane Zheng                 Director, Secretary             December 27, 1995
Jane Zheng                     and Treasurer


/s/ James Tilton               Chief Executive Officer,        December 27, 1995
James Tilton                   Director


<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) 50                Stock Exchange Agreement of December 8, 1994 between
                           the Company and AltaChem Group, Inc.


27        *                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.