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


                                   FORM 10-KSB


(Mark One)
[X]      Annual report under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934 for the fiscal year ended December 31, 1996.

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

Commission file number: Q-2549

                         BRIA Communications Corporation
                 (Name of Small Business Issuer in Its Charter)

             New Jersey                                            22-1644111
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


                147-17 Newport Avenue, Neponsit, New York 11964
                    (Address of Principal Executive Offices)

                                 (718) 318-1535
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                                           Name of each Exchange
Title of Each Class                                          On Which Registered
Class A Common Stock ($0.001 Par Value)                             NONE

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                       Yes              No   XX

     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  consolidated  revenues for the year ended December 31,
1996, were $0.

     The aggregate market value of the registrant's Class A Common Stock, $0.001
par  value  (the  only  class  registered  under  the  Exchange  Act),  held  by
non-affiliates  was approximately  $616,123 based on the last sale price thereof
reported on the consolidated tape for February 2, 1998.

     The  number of shares  outstanding  of the  issuer's  Class A Common  Stock
($0.001 par value), as of February 2, 1998 was 1,862,315.

                                     Total Number of Sequentially Numbered Pages
                                                       Index to Exhibits on Page

<PAGE>


                                TABLE OF CONTENTS

                                     PART I

Item 1.  Description of Business...............................................3

Item 2.  Description of Property ..............................................5

Item 3.  Legal Proceedings.....................................................5

Item 4.  Submission of Matters to a Vote of Security Holders...................6

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters..............6

Item 6.  Management's Discussion and Analysis of Plan of Operation.............7

Item 7.  Financial Statements..................................................9

Item 8   Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.................................................10

                                    PART III

Item 9.  Directors and Executive Officers.....................................10

Item 10. Executive Compensation...............................................11

Item 11. Security Ownership of Certain Beneficial Owners and Management.......12

Item 12. Certain Relationships and Related Transactions.......................13

Item 13. Exhibits, Lists and Reports on Form 8-K..............................15

         SIGNATURES...........................................................16

         INDEX TO EXHIBITS....................................................17


<PAGE>

                                     PART I

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ITEM 1.           DESCRIPTION OF BUSINESS

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Business Development

     Unless the context indicates  otherwise,  the term "Company" refers to BRIA
Communications   Corporation,   a  New  Jersey   corporation,   and  its  former
subsidiaries  and  predecessors.  The Company was  incorporated in New Jersey in
1959 under the name Metallurgical  Industries,  Inc. Until 1993, the Company was
engaged in the repair of aircraft turbine engine  components and the purchasing,
processing  and  selling  of  specialty   refractory  metals.  By  August  1993,
competitive  pressure  from  the  aircraft  turbine  engine  original  equipment
manufacturers  forced the  Company to  discontinue  operations  in that  market.
Additionally,  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 to downsize its existing  operations and  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 ("MAXMusic"), pursuant to an Agreement and Plan of Merger dated July
11, 1994 ("Merger  Agreement").  The Company began extensive  restructuring  and
reorganization  in furtherance of the Merger  Agreement.  Upon the completion of
merger and  recapitalization,  the shareholders of MAXMusic would have exchanged
100% of their  shares  for a minimum  of 80% of the Class A Common  Stock of the
Company. On March 18, 1994, a petition was filed against the Company in the U.S.
Bankruptcy  Court  requesting  an order for relief under Chapter 7 of Bankruptcy
Code (Case Number:  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 report on Form 8-K filed
with the Securities and Exchange Commission 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.

     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.  These  employees  focused  their efforts on winding down
unsuccessful  operations  and settling debts with the Company's  creditors.  The
four employees were ultimately  terminated on September 30, 1994. On November 8,
1994,  MAXMusic exercised its option to rescind the Merger Agreement pursuant to
the Merger Agreement's terms. MAXMusic had signed promissory notes totaling over
$776,000 plus accrued interest that were due on July 31, 1994. These notes would
have been  extinguished  as part of the  merger.  However,  since the merger was
rescinded,  $287,000 worth of the notes, plus interest,  became  immediately due
with the remaining $489,250 worth of notes, plus accrued interest,  becoming due
over a twelve month  period.  MAXMusic  has since  declared  bankruptcy  and the
Company  does not  anticipate  receiving  any portion of the money due under the
terms of the promissory notes.

     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.

     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  nor,  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. After
the Merger Agreement with MAXMusic was terminated and the two subsidiaries  were
placed in bankruptcy, the Company was left with no consolidated operations.

<PAGE>

     Effective  December 8, 1995,  the Company  entered  into a  later-rescinded
Stock Exchange  Agreement (the "Stock Exchange  Agreement") with AltaChem Group,
Inc.,  a  corporation   formed  under  the  laws  of  the  Republic  of  Ireland
("AltaChem"),  and the shareholders of AltaChem. AltaChem was a chemical company
which  manufactured and marketed a one-component  polyurethane foam compound and
related  products used to dispense that chemical.  The Company issued  1,081,209
restricted  shares  of Common  Stock,  giving  those  individuals  an  ownership
interest  of   approximately   75%  of  the   Company's   total   Common   Stock
then-outstanding.1 In conjunction with the planned acquisition of AltaChem,  the
Company also  appointed  representatives  of AltaChem to serve on the  Company's
board of directors.

     On May 8,  1996,  the  parties  to the Stock  Exchange  Agreement  mutually
rescinded the transaction  from the beginning.  The rescission was  accomplished
pursuant to a  rescission  agreement  which  attempted to restore the parties to
their respective  positions prior to the Stock Exchange  Agreement.  Pursuant to
the  rescission,  the  shareholders  of AltaChem  agreed to return the shares of
Common Stock which they had obtained  pursuant to the Stock Exchange  Agreement.
The Company,  in turn returned all shares of AltaChem  which it had obtained and
released  AltaChem  from any  claims to  AltaChem's  assets.  The  parties  also
released  one  another  from all  claims  potentially  stemming  from the  Stock
Exchange Agreement and the rescission thereof.

     The primary reason for the rescission was AltaChem's  failure to deliver to
the Company  audited  financial  statements  and a schedule of assets within 180
days, as required by the Stock Exchange Agreement.  This delinquency constituted
a  material  breach of the Stock  Exchange  Agreement.  Moreover,  AltaChem  had
significantly underestimated the costs associated with becoming a publicly-owned
company and was incapable of acquiring the investment  capital necessary to make
its operations successful.  Accordingly,  a determination was made that it would
be in the best interest of all parties to rescind the Stock Exchange Agreement.

     On July 11, 1996, the Company  entered into an agreement  with  CyberMalls,
Inc. ("CyberMalls"), a Utah corporation.  Pursuant to the agreement, the Company
purchased CyberFootball, Inc., a Nevada corporation ("CFI"). CFI's business plan
involved the marketing and sale of  football-related  products via the Internet.
CFI was to develop a series of linked pages on the World Wide Web. CFI,  through
its officers and through  consultants  retained by the Company,  was to seek out
entities which marketed goods and services  involving  professional  and college
football  teams or other  football-related  products.  CFI would then attempt to
sell space on these  Internet  pages which would be used to  advertise  and sell
related  products and services.  Pursuant to the  agreement,  CyberMalls  was to
continue  providing the computer  programming,  access to hardware and technical
support  which  CFI  needed  to  maintain  its  product.  This was an  essential
component of the agreement because neither the Company nor CFI had the technical
expertise  necessary  to support its  operations.  In  exchange  for CFI and the
ongoing  support of CyberMalls,  the Company was required to issue 93,750 shares
of  Common  Stock,  to  execute  an $11  million  promissory  note in  favor  of
CyberMalls  and to  provide  other  consideration  contingent  upon  the  future
profitability of CFI.

     On  February  25,  1997,  both  CFI  and the  Company  received  notice  of
CyberMalls'  decision to discontinue its  operations.  Pursuant to its agreement
with CyberMalls,  CFI's further  development and subsequent  operations depended
solely on the services  provided by the CyberMalls staff and CFI could not carry
out  its  business  plan  without  the  support  of  CyberMalls.  CFI  therefore
terminated its operations,  which had not begun to generate revenue. The Company
was released from its obligation to deliver the consideration to be paid for CFI
pursuant  to  a  subsequent  settlement  with  CyberMalls.   CyberMalls  is  the
wholly-owned  subsidiary of Canton  Financial  Services  Corporation,  an entity
which may be deemed to be under the common control of Allen Wolfson, a potential
control person of the Company.  For more  information on this  transaction,  see
"Item  12  -  Certain  Relationships  and  Related  Transactions"  and  "Item  9
Directors,  Executive Officers,  Promoters and Control Persons;  Compliance with
Section 16(a)of the Exchange Act."

     On September 10, 1996, the Company  acquired all outstanding  capital stock
of Kingslawn  Offset,  Inc., a New York corporation and printing concern engaged
in the printing of full color  catalogs,  sales sheets,  and other  publications
("Kingslawn"). In exchange for the stock in Kingslawn, the Company issued 75,000
shares of Common Stock to Joseph Shimron, the sole shareholder of Kingslawn. The
Company also granted Mr.  Shimron a $500,000 lien on the assets of Kingslawn and
subsequently  appointed  Mr.  Shimron to the Company's  board of directors.  Mr.
Shimron  resigned from the board of directors on November 26, 1997.  The Company
acquired  Kingslawn with the intent to expand Kingslawn's  printing  operations.
Subsequent  to the end of 1996,  the  Company  became  aware that the  financial
condition of Kingslawn  was inferior to that which had been  represented  during
the  negotiation of the  acquisition.  Kingslawn also failed to deliver  certain
financial statements, certificates and corporate resolutions which were required
to be presented at or before  closing.  After repeated  attempts to acquire such
documents,   the  Company  unilaterally  terminated  the  acquisition  agreement
subsequent to the end of the fiscal year. The Company is currently investigating
its right to

     -------- (1) As used throughout  this Form 10-KSB,  the term "Common Stock"
refers to the Company's Class A common stock,  par value $0.001.  All references
to quantities  of shares have been adjusted to account for the 1-for-20  reverse
stock split effected by the Company on April 11, 1997.

<PAGE>

recover the consideration paid to acquire Kingslawn.

     On January 9, 1997 and  subsequent  to the end of the fiscal  quarter,  the
Company signed a non-binding letter of intent to acquire all outstanding capital
stock  of  Live  T.V.  Corporation  ("Live  TV"),  a  Nevada  corporation  which
broadcasted live interactive audio and video  programming via the Internet.  The
Company subsequently terminated discussions with Live T.V.

Business of Issuer.

     Since the Company terminated the acquisition agreement with Kingslawn,  the
Company has been a dormant public company  without any operations or significant
assets.  The Company  has no current  revenue  sources.  The  Company's  current
business plan involves  finding a suitable  merger or acquisition  candidate who
can provide the Company with a basis for  successful  operations.  The Company's
management is in the process of prospecting for, interviewing and performing the
necessary  due  diligence  to  structure  a  successful  merger or  acquisition.
However, there can be no assurances that the Company will be able to negotiate a
corporate  merger or acquisition or, if such a combination is achieved,  that it
will be profitable,  worthwhile or  sustainable.  The Company does not currently
produce any goods or provide any services, nor does the Company have any full or
part time employees, aside from its officers and directors.

--------------------------------------------------------------------------------

ITEM 2.       DESCRIPTION OF PROPERTY

--------------------------------------------------------------------------------

     The Company does not currently own any property and does not anticipate the
purchase of additional property in the near future.

--------------------------------------------------------------------------------

ITEM 3.       LEGAL PROCEEDINGS

--------------------------------------------------------------------------------

     Between  November 1986 and March 1994, the Company  leased a  manufacturing
facility located at 1 Coldstream Way, Tinton Falls, New Jersey from Mid-Monmouth
Realty  Association.  Pursuant  to  the  Lease  Agreement,  the  Company  leased
manufacturing,  storage and office  facilities.  The  Company  and the  Landlord
entered  into a lease  modification  in October  1993 under  which,  among other
things, the parties modified the monthly lease payments and provided for a month
to month tenancy commencing December 31, 1993 and ending no later than March 31,
1994. The Company agreed to pay a portion of previously unpaid, accrued rent and
agreed to  reimburse  the  landlord  for costs  which the  landlord  incurred in
performing  an  environmental  study on the premises  required by the New Jersey
Department of Environmental Protection, as well as cleanup and remediation costs
which the landlord  subsequently  incurred as a result of that study.  The first
$100,000  of these  obligations  was to be secured and  subordinate  only to the
secured interest of Midlantic  National Bank, taxes owed to the Internal Revenue
Service,  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
former principals of the Company.

     The  Company  was  evicted on or about March 31,  1994.  The  landlord  has
obtained a $351,005 judgment against the Company representing the Company's rent
payment  obligation as of September 24, 1993. This judgment remains unpaid as of
the date this report was filed.  The  Landlord  has also  continued  to bill the
Company  for a variety of charges  since the date of  eviction,  resulting  in a
disagreement  over the amount owed by the  Company.  The Company  believes  that
additional  charges  are not  justified  according  to the  terms  of the  lease
agreement  because of the eviction and the natural  termination  of the modified
lease.  For the year ended  December  31,  1996,  the  Company  has  recorded an
obligation  of  $354,712 as compared  to the  Landlord's  claim for  $1,240,029,
resulting in an amount in dispute of approximately $887,317. The disputed amount
has not been included as a liability on the Company's financial statements as no
lawsuits have been filed to date  regarding the disputed  amount.  However,  the
Company believes that it is possible that an unfavorable  outcome  regarding the
disputed  amount would be rendered.  The landlord is also  asserting  that it is
owed an  additional  $376,097 as  reimbursement  for  environmental  testing and
cleanup costs the landlord has incurred,  although the landlord has not detailed
the  expenses  it is  claiming  and no action to  recover  this  amount has been
initiated by the landlord.

<PAGE>
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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 ending December 31, 1996.

                                     PART II

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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 on the OTC Bulletin  Board for each quarter  during  fiscal years 1995 and
1996.  The  National  Association  of  Securities  Dealers was the source of the
information for these prices. The  over-the-counter  market quotations are based
on inter-dealer bid prices, without markup, markdown, or commission, and may not
necessarily  represent  actual  transactions.  The bid prices are as of the days
quoted and no  adjustments to price have been made to account for the subsequent
1-for-20  reverse  stock  split  effected  by the Company on April 11, 1997 (see
below).

                                  BID QUOTATION


Fiscal Year 1995                    High Bid Price                 Low Bid Price
Quarter Ended 3/31/95                        $1.87                         $1.25
Quarter Ended 6/30/95                        $1.50                         $0.50
Quarter Ended 9/30/95                        $1.50                         $0.50
Quarter Ended 12/31/95                       $1.00                         $0.50
Fiscal Year 1996
Quarter Ended 3/31/96                        $1.00                         $0.69
Quarter Ended 6/30/96                        $1.00                         $0.50
Quarter Ended 9/30/96                        $1.00                         $0.50
Quarter Ended 12/31/96                       $1.00                         $0.12

Reverse Stock Split

     On April 11, 1997,  the Company  effected a 1-for-20  reverse  split of its
Common Stock.  The reverse split  affected both the  outstanding  shares and the
shares  authorized  for issuance by the Company,  reducing the total  authorized
shares of Common Stock to 10 million.  All fractional  shares resulting from the
reverse  split were rounded up to the nearest  whole share.  All  references  to
quantities of Common Stock have been adjusted to account for the reverse  split.
However,  the high and low stock  prices  appearing  in the table above have not
been adjusted to account for the reverse.

Shareholders

     As of December 31, 1996,  there were  approximately  728 record  holders of
Common Stock holding approximately 1,424,276 outstanding shares of Common Stock.
As of February 2, 1998,  there were  approximately  738 record holders of Common
Stock holding approximately 1,862,315 outstanding shares of Common Stock.

<PAGE>

Dividends

     The Company  has not  declared a cash  dividend on its Common  Stock in the
past two years and does not anticipate  doing so in the near future.  The future
payment of  dividends,  if any, on the Common Stock is within the  discretion of
the board of  directors  and will  depend  on the  Company's  earnings,  capital
requirements, financial condition, and other relevant factors.

--------------------------------------------------------------------------------

ITEM 6.       MANAGEMENT'S PLAN OF OPERATION.

--------------------------------------------------------------------------------

     The Company  has not had any source of revenues  during the last two fiscal
years.  The Company was originally  involved in the repair of aircraft  turbines
and engine  components  and the  purchasing,  processing  and selling of special
refractory metals. All active operations in such industries ceased in June 1994,
an event  which  significantly  affected  the  Company's  comparative  operating
results.  The Company then changed its focus to searching for suitable merger or
acquisition candidates. During 1996, the Company acquired two companies pursuant
to  separate   acquisition   agreements,   both  of  which   ultimately   proved
unsuccessful.

     On July 11, 1996, the Company executed an agreement with  CyberMalls,  Inc.
("CyberMalls"),   a  wholly-owned   subsidiary  of  Canton  Financial   Services
Corporation,  a potential affiliate of the Company.  Pursuant to that agreement,
the Company purchased CyberFootball, Inc., a Nevada corporation ("CFI"). CFI had
a business  plan to market  football-  related  products  and  services  via the
Internet.  According  to the  agreement,  the  Company,  through  its  officers,
directors  and retained  consultants,  was to seek out and contract with clients
interested in marketing  products related to football.  CyberMalls was obligated
to provide the computer  programming and other technical assistance necessary to
advertise and sell such products  over the Internet.  On February 25, 1997,  the
Company  received  notice of  CyberMalls'  decision to  discontinue  operations.
Because the Company  lacked the expertise to effect CFI's  business plan without
the assistance of  CyberMalls,  CFI's  operations  effectively  terminated.  The
Company did not deliver any of the  consideration  required in the  agreement to
acquire  CFI and  was  released  from  any  obligation  to do so  pursuant  to a
settlement  executed  between the Company and CyberMalls  subsequent to the 1996
fiscal year. For more  information on this  transaction,  see "Item 12 - Certain
Relationships and Related Transactions."

     On  September  10,  1996,  the  Company  acquired  100% of the  issued  and
outstanding  capital  stock of  Kingslawn  Offset,  Inc.,  a New  York  printing
concern.  The  Company  acquired  Kingslawn  with  the  intention  of  expanding
Kingslawn's  current printing  operations by helping Kingslawn raise the capital
necessary to purchase additional equipment and increase production. However, the
Company later  discovered that Kingslawn's  financial  condition was inferior to
what had been represented during the negotiation of the contract. Kingslawn also
failed to deliver  documents  necessary  to complete the  acquisition  including
required  financial  statements,  certificates and evidence of ownership.  After
several months of attempted  negotiations,  the Company unilaterally  terminated
the  contract  for breach of  material  conditions  of the  contract  and is now
investigating  its  right to  reclaim  consideration  paid for the  acquisition.
Because  the  acquisition  of  Kingslawn  never  completed  and has  since  been
terminated,  the Company did not include  Kingslawn in the financial  statements
covered in this report.

     The Company's  current  business  plan involves the search for  appropriate
business  opportunities,  including  businesses which the Company can acquire as
operating  subsidiaries.  The  Company is seeking to acquire  assets  which will
provide  revenues  for the  Company.  The Company  does not  currently  have any
revenues from  operations.  The Company is conducting  preliminary  negotiations
with various entities and hopes that these  negotiations will lead to successful
acquisitions  or mergers by the  Company.  However,  the Company has not entered
into any agreements  with these entities and no assurances can be given that any
current   negotiation   will  result  in  a  favorable   business   opportunity.
Additionally,  due to the Company's  absence of cash flow, the Company will have
to tender shares of its Common Stock as  consideration  for any  acquisition  or
merger.  Such an exchange of the Company's  Common Stock would likely dilute the
existing ownership position of current shareholders to a significant degree. The
Company  itself has no full time employees  aside from its current  officers and
directors and has no intention of adding  additional  employees unless and until
it can successfully complete a merger with or acquisition of another entity. The
Company does not have any current  source of revenues and has no cash  available
to meet  current or  potential  liabilities.  The  Company has relied on issuing
shares of Common  Stock to meet its  obligations,  compensate  its  officers and
attract the services of outside consultants. However, the Company can provide no
assurances that it will be able to continue to meet obligations in this manner.

     On November 13, 1996, the Company filed a Form S-8  Registration  Statement
under the Securities Act of 1933 to register shares to be issued pursuant to the
exercise of options  granted  under the  Company's  1996 Stock  Option Plan (the
"Plan").  Through the Plan, the Company registered 125,000 shares of its Class A
Common Stock with an aggregate
<PAGE>

value of  $1,250,000  (based upon the trading  value of the Common  Stock on the
date when the Form S-8 was filed). The Plan was designed to provide compensation
and incentive  bonuses to the Company's  employees and  consultants  who, due to
current  financial   constraints  of  the  Company,   could  not  be  adequately
compensated in cash. During 1996, the Company granted options to purchase 52,973
shares of Common Stock. All of these options were exercised during 1996.

     Of the 52,973  shares of Common  Stock  which were  issued  pursuant to the
exercise  of  options  under  the  Plan,  approximately  25,000  were  issued to
consultants  which the  Company  had  retained  to assist  in  marketing  CFI to
potential  customers.  An  additional  1,500 shares were issued to the Company's
officers  and  directors,  who  accepted  the  Common  Stock  in lieu  of  other
compensation.  The Company also issued  26,098  shares of Common Stock to Canton
Financial  Services  Corporation in exchange for financial  consulting  services
provided to the Company  including  assistance in locating  potential  merger or
acquisition   candidates,   general   bookkeeping   and  record   keeping,   and
administrative services. During the first two quarters of 1997, the Company also
granted  options to  purchase an  additional  61,539  shares of Common  Stock to
Canton Financial. These options have since been exercised.

     On December 2, 1996, the Company issued a total of 100,000 shares of Common
Stock to six entities  pursuant to an exemption  from  registration  provided by
Regulation S promulgated  under the  Securities  Act of 1933.  These shares were
issued to Oriental Investments  Limited, a corporation  organized under the laws
of Mauritius;  The China Connection,  a corporation  organized under the laws of
the Isle of Man; Lexington Sales Corporation Ltd., a corporation organized under
the laws of the Isle of Man; Karston Electronics,  Ltd. a corporation  organized
under the laws of the British Virgin Islands;  East West Trading Corporation,  a
corporation  organized  under  the  laws  of  Nevis,  West  Indies  and  Sequoia
International,  a corporation organized under the laws of Mauritius.  The shares
were issued as consideration for consulting services previously performed by the
recipients of the shares,  which services  included  introducing  the Company to
business  opportunities  including  potential   acquisitions,   joint  ventures,
partnerships or other business alliances in China,  England and Europe. For more
information  on these  transactions,  see the Form 8-K filed by the  Company  on
March 27, 1997.

     The financial  statements  attached to this Form 10-KSB reflect  investment
securities in the amount of $585,489. Of this amount,  approximately $532,076 is
attributable  to  an  investment  the  Company  made  in  Eurotronics   Holdings
Incorporated,  a Utah corporation. For more information on this transaction, see
"Item 12 - Certain Relationships and Related  Transactions." The amount included
in the attached financial statements is equivalent to the number of shares owned
by the Company as of the end of the 1996 fiscal year  multiplied  by the trading
price for those  securities.  However,  during 1997,  the trading price for that
security  dropped   precipitously,   resulting  a  much  lower  value  in  those
securities.  Eurotronics  Holdings  Incorporated  also  effected a reverse stock
split  during 1997 which had the effect of  drastically  reducing  the number of
shares owned by the  Company.  As of the date of the filing of this Form 10-KSB,
the value of the Eurotronics  investment  securities is approximately $1,400, as
determined  by  multiplying  the shares  held by the  Company by the most recent
trading price.  This decline has resulted in a $584,089 decline in the assets of
the Company from that reported on the attached financial statements.

     A former  landlord of the Company has asserted a substantial  claim against
the Company which could significantly  impair the Company's future liquidity and
financial  position.  See "Item 3 - Legal  Proceedings"  for more information on
this matter. Mid-Monmouth Realty Associates, who leased a manufacturing facility
in New Jersey to the  Company  from 1986 to 1994,  has  submitted  an invoice of
$1,618,124 covering rent, environmental cleanup costs, miscellaneous costs, late
fees and  interest.  This claim  stems from a  Modification  of Lease  Agreement
entered by and between the Company and  Mid-Monmouth on October 29, 1993. Of the
total amount claimed,  approximately $1,240,028 constitutes unpaid rent required
under the lease modification.  The Company contends that only $354,712 in unpaid
rent is owed because the remainder of the charges were accrued after the Company
was evicted from the site and after the term provided in the lease modification.
The  remaining  $378,096  of the  amount  claimed  by  Mid-Monmouth  constitutes
environmental  cleanup costs which  Mid-Monmouth  claims to have incurred on the
property and which are the Company's  obligation  under the lease  modification.
These costs  apparently  include the  demolition of the building  located on the
manufacturing  site  which  occurred  after the  Company  was  evicted  from the
leasehold,  although the  landlord has not detailed  these costs to the Company.
Mid-Monmouth  obtained a $351,005  judgment in 1993  representing  the Company's
rental  obligations as of September 24, 1993.  Mid-Monmouth  has not initiated a
proceeding to recover the additional amounts claimed and the Company believes it
has  substantial  grounds to defend  against any suit  potentially  commenced by
Mid-Monnmouth  to recover  the amount  presently  asserted as due.  However,  an
unfavorable  outcome of any such suit would  substantially  impair the Company's
financial position.  This is especially true given the Company's absence of cash
flow and history of operating losses.

     The State of New Jersey Department of Environmental Protection has sent the
Company notice that $14,601 in


<PAGE>

environmental  oversight costs are immediately due and payable.  This obligation
stems  from  environmental  sampling  that  was  done  at the  Company's  former
manufacturing  plant including  samplings of storage and waste tanks, the former
settling pond, pipe discharges,  below-ground surface soil and groundwater.  The
State asserts that these oversight costs are the joint and several  liability of
the Company and its former  landlord.  While no proceeding  has  commenced,  the
State has  indicated  that it will seek  recovery  of the full  amount  from the
Company.  Pursuant to the Lease  Modification,  the Company  will be required to
reimburse  any costs  which the  landlord  pays to the State with regard to this
matter.

Events Subsequent to 1996 Fiscal Year

     On April 9, 1997,  the Company's  board of directors  ratified two separate
Offshore  Securities  Subscription  Agreements  executed between the Company and
twelve separate entities.  Pursuant to the terms of the Agreements,  the Company
issued an aggregate of 833,346  shares of Common Stock  pursuant to an exemption
from registration provided by Regulation S.

     Under the first of the  agreements,  the Company  issued a total of 625,011
shares of its Common Stock to the following  nine offshore  entities:  The China
Connection, a corporation of the Isle of Man; Consolidated Euro Holding Limited,
a Nevis West Indies  corporation;  East West Trading  Corporation,  a Nevis West
Indies  corporation;   Karston  Electronics,  Ltd.,  a  British  Virgin  Islands
corporation;  Lexington  Sales  Corporation,  Ltd., a corporation of the Isle of
Man;  Oriental  Investments,  Ltd., a corporation  of the Republic of Mauritius;
Premier  Sales  Corporation,  Ltd., a  corporation  of the Isle of Man;  Sequoia
International,   a  corporation  of  the  Republic  of  Mauritius;  and  Leeward
Consulting Group, a Nevis West Indies corporation. As consideration, the Company
received an aggregate of 375,000 shares of Homes For America  Holdings,  Inc., a
Nevada corporation. The Company acquired these shares as investment securities.

     Under the second of the  agreements,  the Company issued a total of 208,345
shares of its Common  Stock  pursuant to  Regulation  S to the  following  three
offshore entities:  Candlin Investments,  Inc., a British corporation;  Insignia
Financial  Services  Limited,  a  British   corporation;   and  World  Financial
Securities, Inc., a British corporation. As consideration,  the Company received
an additional of 125,000 shares of Homes For America Holdings.

     Subsequent  to the end of the 1996 fiscal  year,  the Company  became aware
that the  State  of New  Jersey  had  suspended  the  Company's  Certificate  of
Incorporation  for failure to file a required  annual  report with the State and
failure to pay the  accompanying  annual  fees.  The Company has  requested  the
documentation  necessary to reinstate  the Company with the State of New Jersey.
The Company is in the process of restoring  its good  standing with the State of
New Jersey.

--------------------------------------------------------------------------------

ITEM 7.       FINANCIAL STATEMENTS

--------------------------------------------------------------------------------

     See the audited  financial  statements  attached  hereto and  numbered  F-1
through F-13.

                         BRIA COMMUNICATIONS CORPORATION

                         FINANCIAL STATEMENTS AND REPORT

                   OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                           DECEMBER 31, 1996 AND 1995








<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors and Stockholders of
 BRIA Communications Corporation

We have  audited  the balance  sheet of BRIA  Communications  Corporation  as of
December 31, 1996 and the related statements of operations, stockholders' equity
(deficit),and  cash flows for the years ended December 31, 1996 and 1995.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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 Bria Communications  Corporation as
of December  31, 1996 and the results of its  operations  and its cash flows for
the years  ended  December  31,  1996 and 1995,  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.

<PAGE>

                         BRIA COMMUNICATIONS CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 1996



                                     ASSETS

CURRENT ASSETS:
  Cash .....................................................            $     33

    Total Current Assets ...................................                  33

OTHER ASSETS:
  Investment securities (Note 2) ...........................             585,489

     Total Other Assets ....................................             585,489

                                                                    $    585,522


                                 LIABILITIES AND
                         STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Notes payable - officers and directors (Note 3) ..............        $   67,620
Accounts payable .............................................         1,234,791
Other current liabilities ....................................           124,832

  Total Current Liabilities ..................................         1,427,243

STOCKHOLDERS' EQUITY (DEFICIT):
Common stock:
 Class A, $.001 par value; shares authorized, 200,000,000;
   shares issued and outstanding, 11,805,226 .............              $ 11,805
 Class B $.001 par value; shares authorized, 220,000;
   shares issued and outstanding, 213,440 (convertible
   into Class A shares) ..................................                   213
Capital in excess of par value ...........................             7,574,546
Accumulated deficit ......................................          ( 8,603,728)
Trade credits (Note 10) ..................................          (     5,601)
Net unrealized gain on securities available for sale .....               181,044

  Total stockholders' Equity (Deficit) ...................           (  841,721)

                                                                    $    585,522






                             See Accompanying notes



<PAGE>

                         BRIA COMMUNICATIONS CORPORATION
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1996 AND 1995




                                                        1996              1995

REVENUE ....................................        $     --          $      128

COST AND EXPENSES:
  General and administrative ...............         $ 781,410         $ 927,761
  Environmental cleanup costs ..............           390,697               --
  Interest .................................             4,173            4,155
  Loss on sale of investments ..............            10,268               --

                                                    $1,186,548         $ 931,916

LOSS BEFORE EXTRAORDINARY ITEMS                  $(  1,186,548)      $( 931,788)

EXTRAORDINARY ITEMS:
  Business acquisition costs (Note 6)                   --            $(137,215)
  Gain from debt settlement (Note 4)                    --              227,809

                                                        --               90,594

NET LOSS ............................              $(1,186,548)     $(  841,194)

NET LOSS PER COMMON SHARE:
  (Loss) before extroardinary items .            $(        14)          $(   21)
  Extraordinary items ...............                 --                      2

  Net (loss) per common share .......            $(        14)          $(   19)

  Weighted average number of common
   shares outstanding ...............               8,260,916          4,550,229






                             See accompanying notes

<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1996 AND 1995


                                                                  1996      1995

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss .......................................   $(1,186,549)   $  (841,194)

Adjustments to reconcile net loss to net cash provided by operting activities:
  Common stock issued for services ...............       283,036        935,796
  Common stock issued for other expenses .........         7,638           --
  Expenses resulting from trade credit transaction       167,865           --
  Gain from Debt settlement ......................          --        ( 227,809)
  Loss on securities .............................        10,268           --
  (Increase) decrease in accounts receivable .....           23          (  239)
  (Increase) decrease in other assets ............          --           43,247
  Increase (decrease) in accounts payable ........       701,657         68,928
  Increase (decrease) in accrued liabilities .....      (  6,519)     (   1,497)

  Total adjustments ..............................     1,164,184        818,426

Net cash (used) by operating activities ..........    (   22,365)     (  22,768)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of marketable securities .............    (   60,000)          --

  Net cash used by investing activities ..........    (   60,000)          --

CASH FLOWS FROM FINANCING ACTIVITIES:
  Sales of common stock for cash .................          --          105,000

  Net cash provided by financing activities ......          --          105,000

NET INCREASE (DECREASE) IN CASH ..................    (   82,365)         82,232
Cash, beginning ..................................        82,398             166

Cash, ending .....................................   $        33     $    82,398

SUPPLEMENTAL DISCLOSURES:
  Interest expense ...............................   $     4,173     $     4,155

  Non cash financing activities:
   Issuance of common stock for services .........   $   283,036     $   935,796

   Issuance of common stock for expenses .........   $     7,638     $      --

   Issuance of common stock for debt .............   $   208,268     $   127,046

   Issuance of common stock for investments ......   $    26,068     $   344,445

   Issuance of common stock for other assets .....   $      --       $   175,000


                             See accompanying notes

<PAGE>
<TABLE>
<CAPTION>

                                                   BRIA COMMUNICATIONS CORPORATION
                                            STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
                                               YEARS ENDED DECEMBER 31, 1996 AND 1995


                                                                                                      Net
                                                                                                  Unrealized
                                                                                                  Gain On                     Total
                                                                       Capital In                 Securities  Trade &  Stockholders
                         Class A       Class A    Class B     Class B   Excess of   Accumulated   Available   Media          Equity
                         Shares        Amount     Shares      Amount         Par      Deficit     For Sale    Credits      (Deficit)
                         ---------     ---------  ---------   --------- ---------- ------------- ----------   --------  ------------


<S>                   <C>           <C>            <C>      <C>        <C>          <C>
BALANCE,
 December 31, 1994      8,299,800    $ 829,980     98,440   $ 9,844    $ 4,534,444  $(6,575,986) $    --    $   --      $(1,201,718)
Reverse stock split
      1 for 40 ...     (8,092,301)    (809,230)      --        --          809,230     --             --        --               --
Reduction in par value
      from $.10 to $.001     --        (20,542)      --      (9,746)        30,288     --             --        --          105,000

Additional shares issued for:
     debt settlement      425,070          425       --        --          126,621     --             --        --          127,046
     services ....      3,984,184        3,984       --        --          931,812     --             --        --          935,796
     investments ..     1,111,110        1,111       --        --          343,334     --             --        --          344,445
     other assets ..      700,000          700       --        --          174,300     --             --        --          175,000

Shares issued-
     no consideration      20,000           20    115,000       115           (135)    --

Changes in trade
 and media credits ...       --           --         --         --            --       --             --      (173,466)    (173,466)

Net loss for the year        --           --         --         --                 $  (841,194)       --         --      $ (841,194)
BALANCE,
   December 31, 1995  $  6,798,186    $   6,798   213,440 $     213    $ 7,054,544 $(7,417,180)   $   --      (173,466)    (529,091)

Shares issued for
rescinded merger .....   1,500,000        1,500       --        --             --      --             --         --            1,500

Additional shares issued
for debt settlement ....   761,219          761       --        --          207,507    --             --         --          208,268

Additional shares issued
for services ..........  2,547,006        2,547       --        --          280,489    --             --         --          283,036

Additional shares issued
for investments ......     129,940          130       --        --           25,938    --             --         --           26,068

Additional shares issued
for other consideration .   68,875           69       --        --            6,068    --             --         --            6,137

Changes in unrealized gain
on available
for sale securities ....      --           --         --        --            --       --             --         --          181,044

Changes in trade
 and media credits ......     --           --         --        --            --       --             --      167,865        167,865

Net loss for the year         --           --         --        --            --      (1,186,548)     --         --      (1,186,548)
BALANCE,
  December 31, 1996 ..  11,805,526    $  11,805    213,440      213    $ 7,574,546   $(8,603,728) $ 181,044  $ (5,601)   $ (841,721)

                                                       See accompanying notes
</TABLE>
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1996 AND 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Business

The  Company is located in the United  States and  previously  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.

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.

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.

Investment securities

Available-for-sale  securities are stated at fair value, and unrealized  holding
gains and losses,  net of the related  deferred  tax effect,  are  reported as a
separate component of stockholders' equity.

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  has  sustained
recurring  losses and at December 31, 1996 the  stockholders  equity  reflects a
deficit of  $841,721.  The  Company's  continued  existence  is dependent on its
ability to generate sufficient cash flow to cover operating expenses, settle its
obligations and develop an active business.


<PAGE>
               BRIA COMMUNICATIONS CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1996 AND 1995
                         BRIA COMMUNICATIONS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1996 AND 1995


NOTE 2 - INVESTMENT SECURITIES

Securities available-for-sale consist of the following:

                                     Gross           Gross
                    Amortized      Unrealized      Unrealized         Fair
                      Cost              Gains          Losses        Value
Equity securities  $404,445          $357,260         $176,216    $585,489
                   ============  =============      ===========  ===========

The fair value included an amount of $532,076  attributable to an investment the
Company made in Eurotronics Holdings Incorporated. During 1997 the trading value
for that security dropped precipitously resulting in a much lower value in those
securities.  Eurotronics  Holdings  Incorporated  also had a reverse stock split
during 1997 which had the effect of  drastically  reducing  the number of shares
owned by the Company.  As of February 20, 1998,  the value of this  security was
approximately $1,400, a loss in value of $530,676.

Proceeds from sales of securities were $24,202 in 1996 resulting in gross losses
of $10,268.


NOTE 3 - NOTES PAYABLE - OFFICERS AND DIRECTORS

Notes payable to officers and directors consists of the following:

                                                  December 31,
                                                      1996

         Note payable, with interest at 8%          $47,520
         Note payable, with interest at 8.5%         20,100

                                                    $67,620


At December 31, 1996 the above notes payable to officers and  directors  were in
default.


NOTE 4 - GAIN FROM DEBT SETTLEMENT

During 1995, the Company  settled debts largely  through the issuance of Class A
common stock resulting in a gain of $227,809.


<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1996 AND 1995
                         BRIA COMMUNICATIONS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1996 AND 1995


NOTE 5 - STOCK OPTIONS AND WARRANTS

During 1995, the Company granted Karston Electronics, Ltd. and East-West Trading
Corp.  both options to purchase  250,000 of its Class A common stock at $.50 per
share. All the options expired in August, 1996.

During 1995, the Company granted its president,  Richard  Lifschutz,  options to
purchase  5,000  shares  per  month of its  Class A common  stock at $.50 for 12
months  ending in February,  1966 (60,000  shares).  All the options  expired in
March, 1996.

During 1996, the Company granted options to purchase 1,059,460 shares of Class A
common stock. All of these options were exercised during 1996.

Activity under the Company's plans was as follows:

                                       Number of                    Option
                                         Shares                Price per share
Outstanding at December 31, 1994            -
   Granted                               560,000                    $.50
                                       ---------

Outstanding at December 31, 1995        560,000
   Expired 1996                         560,000)
   Granted 1996                        1,059,460             $.15  - $.26
   Exercised 1996                     (1,059,460)            $.15  - $.26
                                       ---------
Outstanding at December 31, 1996          --


<PAGE>


                         BRIA COMMUNICATIONS CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1996 AND 1995

NOTE 6 - COMMON STOCK

During 1995,  the Board of Directors  approved a 1 for 40 reverse stock split of
the Class A common stock, and an increase in the authorized  number of shares of
Class A common  stock from  10,000,000  to  200,000,000  shares.  A 1995 Special
Meeting of Shareholders approved a reduction in the par value per share of Class
A and Class B common stock from $.10 to $.001.

The details of the Company's Common Stock at December 31, 1996 are as follows:

                                                                Number of Shares
                                                                       1996
Class A, $.001 par value:
  Authorized                                                        200,000,000
  Issued and outstanding                                             11,805,226

Class B, $.001 par value:
 Authorized                                                             220,000
 Issued and outstanding                                                 213,440


<PAGE>


                         BRIA COMMUNICATIONS CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1996 AND 1995

NOTE 6 - COMMON STOCK (Continued)

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

On May 8, 1996, a Stock Exchange  Agreement between the Company and AltaChem was
rescinded  by all  parties  retroactive  to its  inception  on December 3, 1995.
Pursuant to the  cancellation  agreement,  all shares of common stock previously
exchanged  are to be returned.  At December 31, 1996,  18,749,796  shares of the
Company's  Class A common stock had not been returned.  The Company has notified
its stock  transfer  agent that these shares are not  outstanding  and are to be
canceled upon receipt of the certificate,  accordingly, a stop transaction order
has been placed on the shares by the agent. These shares are not included in the
total of outstanding shares in the financial statements. Direct costs associated
with this 1995 business  acquisition  effort in the amount of $137,215 appear in
the statements of operations as an extraordinary item.

NOTE 7 - INCOME TAXES

At  December  31,  1996,  the Company  had a federal  net  operating  loss (NOL)
carryforward totaling approximately $4,085,000 that may be offset against future
taxable  income in varying  amounts  through 2011. 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 approximately  $7,000,000
of 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.

NOTE 8 - PROFIT SHARING PLANS

The Company's  profit-sharing  plan and 401K plan were terminated and the assets
were  distributed  in 1995 and 1994 to the entitled  beneficiaries.  The Company
made no employer contributions to the plans in 1995.

NOTE 9 - 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, 1995,  the Company has
recorded an  obligation  of $354,711  as  compared  to the  landlord's  claim of
$1,474,228,  resulting in an amount in dispute of approximately $1,119,517. 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.   During  1996,   the  landlord   billed  the  Company   $390,697  for
environmental  clean-up costs which the landlord  claims to have  incurred.  The
Company has  recognized  this  obligation in its financial  statements  although
supporting documentation has not been furnished by the landlord. The Company had
insurance policies which it believes should cover approximately  $100,000 of the
clean-up costs, however, the insurance company has denied any liability.

NOTE 10 - RELATED PARTY TRANSACTIONS

Richard Lifschutz, the Company's president and director, is compensated pursuant
to an  agreement  dated  March 1,  1995.  From  March  1995  until June 1996 the
agreement  provided for Mr.  Lifschutz to receive  5,000 shares of the Company's
Class A common  stock per month for  services  rendered  as well as  options  to
purchase 5,000 additional shares per month at an option price of $.50 per share.
None of these options were  exercise and they expired in June,  1996. On July 5,
1996,  the agreement  was amended to provide for the monthly  issuance of 10,000
shares per month. The Company  discontinued  this  compensation plan in November
1996.

Richard Lifschutz, is also a media and barter broker with "ITEX" barter network.
During  1995,  the Company  acquired  media and barter  credits in exchange  for
shares of its Class A common stock. Mr. Lifschutz,  as a broker,  negotiated the
transactions.  The media credits were  exchanged for trade credits  during 1996.
The value for  outstanding  trade  credits  acquired in  exchange  for shares is
considered  prospective  and  unrealized  at December  31, 1996 and is therefore
deducted from the stockholders'  equity. Canton Financial Services has served as
a consultant to the Company pursuant to a May 16, 1995 consulting agreement. The
Company  has the option of either  paying in cash or in shares of the  Company's
Class A common  stock.  Canton  Financial  may be deemed to an  affiliate of the
Company  because of being under the potential  common  control of Allen Wolfson,
who is the  indirect  beneficial  owner of a majority of the  Company's  Class B
Common Stock. Pursuant to the Company's Articles of Incorporation the holders of
the class B Common  Stock are  entitled to elect a simple  majority of Company's
directors.   Allen  Wolfson  is  a  potential  control  person  of  CyberAmerica
Corporation, which is the parent of Canton Financial Services.

NOTE 11 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The  Company  estimates  that the fair  value of all  financial  instruments  at
December 31, 1996 does not differ materially from the aggregate  carrying values
of its financial instruments recorded in the accompanying balance sheet.

NOTE 12 - SUBSEQUENT EVENTS

On September 10, 1996,  the Company  acquired all  outstanding  capital stock of
Kingslawn  Offset,  Inc.  in  exchange  for shares of the  Company.  The Company
unilaterally  terminated  the  acquisition  subsequent  to the  end of the  year
because  Kingslawn failed to deliver certain documents which were required at or
before closing.  This  termination  was treated as though the  transaction  were
rescinded from inception.

On April 11, 1997, the Company  effected a l for 20 reverse split of its Class A
Common Stock reducing the authorized common stock to 10 million.
















                      [THIS SPACE LEFT INTENTIONALLY BLANK]


<PAGE>

--------------------------------------------------------------------------------

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

--------------------------------------------------------------------------------


     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,  nor was either modified as to  uncertainty,  audit scope or accounting
principles.  However,  the financial  statements  included in the Company's 1993
10-KSB  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  location  of  the  Company's
headquarters.  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 any  subsequent
period.

     The Company retained Andersen, Andersen & Strong of Salt Lake City, Utah on
August 28,  1995 to perform  the  Company's  audit for the fiscal  years  ending
December 31, 1994 and 1995.  Andersen,  Andersen,  & Strong also  conducted  the
audit for the fiscal  year  ending  December  31,  1996 which  accompanies  this
report. There were no consultations with the newly engaged accountant during the
last  two  fiscal  years  or  subsequent  interim  period  regarding  any of the
information in Item 304(a)(2)(i) or 304(a)(2)(ii).

                                    PART III

--------------------------------------------------------------------------------

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS 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              50           Director, President

 Isaac Lifschutz                25           Director, Secretary, Treasurer

 Allen Wolfson                  52           Control Person

     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  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.

     Isaac Lifschutz was appointed as treasurer,  secretary and director on June
27,  1996.  He is the son of Richard  Lifschutz,  the  Company's  president  and
director.  Mr. Lifschutz is a student attending Yeshiva  University  receiving a
Rabbinical  Ordination.  Mr. Lifschutz has been attending school for most of his
adult life and is preparing to go to law school in the near future.

     Allen  Wolfson  has never  been  named as an  officer  or  director  of the
Company,  but may be deemed to have had significant  influence and "control" (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934) over the affairs

<PAGE>

     of  the  Company  by  virtue  of  his  indirect,  beneficial  ownership  of
approximately  53.8% of the Company's Class B Common Stock,  which class has the
right to elect a simple  majority of the Company's  directors.  Allen Wolfson is
the sole shareholder of A-Z Professional  Consultants,  Inc., a Utah corporation
which owns 53.8% of the  Company's  Class B Common  Stock.  Allen Wolfson may be
deemed to control the Company by virtue of his indirect  ownership of a majority
of the class of equity securities  entitled to elect a majority of the Company's
board of  directors.  Mr.  Wolfson is also  disclosed to be a control  person of
CyberAmerica  Corporation,  a  publicly  traded  company  and  parent  to Canton
Financial Services,  which has served as a consultant to the Company since 1994.
Canton  Financial  Services  may be deemed to be an  affiliate of the Company by
virtue  of this  potential  common  control.  For  more  information  on  Canton
Financial   Services,   see  "Item  12  -  Certain   Relationships  and  Related
Transactions."

     Mr.  Wolfson  obtained a B.S. in Marketing  from the University of Southern
Florida in 1968 and in 1970 he graduated with an M.A. in Distributive Vocational
Education.  Mr.  Wolfson has worked 59 credit hours  toward an M.B.A.  from Troy
State  University in Montgomery,  Alabama.  He has also been a licensed  general
contractor and a real estate agent and developer.  Mr. Wolfson has been the sole
owner of A-Z Professional Consultants,  Inc. since April 11, 1990 and has been a
professional consultant for various public and private companies for 20 years.


     In 1986, Mr. Wolfson was convicted of violating 18 U.S.C. ss.371; 18 U.S.C.
ss.ss.1001  and 1002;  and 18 U.S.C.  ss.ss.1014  and 1002 in the U.S.  District
Court for the Middle District of Florida,  Tampa Division (the "Florida Court").
Mr.  Wolfson was on probation  for these  offenses  until May 1995.  In February
1995, a complaint was filed with the Florida Court alleging that Mr. Wolfson had
violated the terms of the probation.  The Florida Court changed the jurisdiction
of the  matter to the U.S.  District  Court for the  District  of Utah,  Central
Division (the "Utah Court").  The Utah Court heard the matter in August 1995 and
on October 20, 1995,  the Court ruled that a violation of the original  terms of
the probation  had  occurred.  This finding  effectively  revoked Mr.  Wolfson's
probation.  The Utah Court judge signed a written order  containing new terms of
probation,  including  a term which  prohibits  Mr.  Wolfson  from  engaging  in
directly  in any  transaction,  including  the  purchase  and sale of stock,  in
connection  with stock  promotion or any stock  offering.  Mr.  Wolfson filed an
objection  seeking  clarification  of the probation  terms but the Court has not
responded to this objection.  There is currently  pending a motion for the early
termination of Mr. Wolfson's probation and supervised release.

Compliance with Section 16(a) of the Exchange Act

     The Company is aware that Richard Lifschutz,  the Company's chief executive
officer and director, Isaac Lifschutz, the Company's secretary,  treasurer and a
director,  and Joseph Shimron,  the Company's  former  director,  each failed to
timely file Form 4 as required by Section 16(a) of the  Securities  Exchange Act
of 1934 for the 500 shares that were issued to each of them on November 8, 1996.

--------------------------------------------------------------------------------

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 1996 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 Richard  Lifschutz who serves as the Company's  chief
executive officer:





                      [THIS SPACE LEFT INTENTIONALLY BLANK]



<PAGE>

                           SUMMARY COMPENSATION TABLE

                             Annual Compensation Awards   Long Term Compensation


Name and Principal     Year Salary Bonus Other  Restricted Options/  LTIP  Other
Position                       ($)  ($)  Annual Stock      SARs(#)  Payout
                                         Comp.  Awards

--------------------------------------------------------------------------------
Richard Lifschutz, ... 1996  -0-  $5,000o -0-  $ 8,993*     -0-      -0-     -0-
President and  ....... 1995  -0-    -0-   -0-  $22,348+     -0-      -0-     -0-
Chief Executive Officer

James Tilton, .......  1995  -0-    -0-   -0-    -0-        -0-      -0-     -0-
Former Chief
Executive Officer

-------------------------------------------------

* Pursuant to the terms of a March 31, 1995  agreement,  the Company  issued Mr.
Lifschutz 5,000  restricted  shares of Common Stock per month from the period of
March  31,  1995 to July  31,  1996 as  consideration  for his  services  as the
Company's president,  chief executive officer and director. In August 1996, this
amount  was  increased  to  10,000  shares  of  stock  per  month.  The  Company
discontinued  this  compensation to Mr. Lifschutz on or about November 1996. The
Company  issued a total of 3,288  shares  (as  adjusted  for the April 11,  1997
1-for-20  reverse  stock split) to Mr.  Lifschutz  during 1996.  The shares were
valued at 50% of the closing bid and asked prices for the Common Stock on the 10
days  preceding  the date of  issuance,  the  discount  reflecting  the one year
holding period imposed on the Common Stock.

o This dollar figure  represents 500 shares of Common Stock which were issued to
Mr.  Lifschutz on November 8, 1996 pursuant to a Registration  Statement on Form
S-8.  The shares were valued at the market price of the Common Stock on the date
of issuance. + Pursuant to the terms of a March 31, 1995 agreement,  the Company
issued Mr. Lifschutz 5,000 restricted  shares of Common Stock per month from the
period of March 31, 1995 to December  31,  1995.  The Company  issued a total of
4,049 shares (as adjusted for the April 11, 1997  1-for-20  reverse stock split)
of Common Stock to Mr.  Lifschutz  during 1995. The shares were valued at 25% of
the closing bid and asked prices for the Common  Stock on the 10 days  preceding
the date of  issuance,  the  discount  reflecting  the two year  holding  period
imposed on the Common Stock.

Compensation Of Directors

     Richard  Lifschutz,  the Company's  president,  chief executive officer and
director is compensated pursuant to a Letter Agreement dated March 1, 1995. From
March 1995 until June 1996, the Agreement  provided for Mr. Lifschutz to receive
5,000  restricted  shares of Common  Stock per month for  services  rendered  on
behalf of the Company. On July 5, 1996, the Agreement was amended to provide for
the monthly issuance of 10,000 restricted shares to Mr. Lifschutz. The Agreement
also entitles Mr. Lifschutz to receive  additional  compensation,  as a finder's
fee, for business  opportunities  that Mr. Lifschutz  introduces to the Company.
The Company discontinued this compensation plan on or about November 1996.

     The Company does not have any formal compensation  arrangements with any of
its other directors. Instead, the Company has issued restricted shares of Common
Stock to directors on an ad hoc basis based upon the services performed by those
individuals as directors.  During the 1996 fiscal year, the Company issued 2,500
shares of Common Stock to other directors.
--------------------------------------------------------------------------------

ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

--------------------------------------------------------------------------------

     On February 2, 1998,  there were 1,862,315  shares of the Company's Class A
Common  Stock  $0.001 par value and 213,438  shares of its Class B Common  Stock
$0.001 par value, issued and outstanding.  The Company's Class A Common Stock is
publicly traded on the OTC Bulletin Board. The Company's Class B Common Stock is
not publicly  traded and is owned  exclusively by the two entities listed below.
The following table sets forth information  concerning the stock ownership as of
February 2, 1998 with  respect to: (i) each person who is know to the Company to
be the  beneficial  owner of more than 5 percent of each class of the  Company's
Class A and  Class  B  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>


                                                 Amount Nature
Title of Class   Name and Address of             of Beneficial
                  Beneficial Owner                 Ownership    Percent of Class
                                                        CLASS A COMMON STOCK
Class A          Allen Wolfson                      124,146+                6.6%
Common Stock     268 West 400 South, Suite 300
                 Salt Lake City, Utah 84101
Class A          Richard Lifschutz                   10,475                 0.6%
Common Stock     147-17 Newport Avenue
                 Neponsit, NY 11964
Class A          Isaac Lifschutz                      3,250                 0.1%
Common Stock     147-17 Newport Avenue
                 Neponsit, NY 11964
Class A          Officers and Directors as a Group   13,725                 0.7%
Common Stock
                                                        CLASS B COMMON STOCK
Class B          Ira L. Friedman                     98,438                46.1%
Common Stock     10 Bingham Hill Circle
                 Rumson, New Jersey 07760
Class B          A-Z Professional Consultants, Inc. 115,000                53.8%
Common Stock     268 West 400 South, Suite 300
                 Salt Lake City, UT 84101

--------------------------------------------

+ Of  this  total,  80,838  shares  are  held  of  record  by  A-Z  Professional
Consultants,  Inc.,  a Utah  corporation  of  which  Mr.  Wolfson  is  the  sole
shareholder.  The remaining 43,308 shares are held of record by Canton Financial
Services Corporation. These latter shares may be deemed to be beneficially owned
by Mr. Wolfson by virtue of his potential  control of the parent  corporation of
Canton Financial Services.  Mr. Wolfson disclaims  beneficial ownership of these
latter 43,308 shares.

Changes in Control

     The Company is conducting  preliminary  negotiations  with various entities
with the  objective of effecting a merger or  acquisition.  Due to the Company's
limited cash position, the Company will have to tender a controlling interest of
its  Common  Stock as  consideration  for any  acquisition  or merger  which the
Company ultimately  effects.  However,  the Company has not yet entered into any
agreements with these entities and is aware of no current arrangements which may
result in a change of control or change in management of the Company.

--------------------------------------------------------------------------------

ITEM  12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

--------------------------------------------------------------------------------

Transactions  Involving by James Tilton,  Jane Zheng,  Aster De Schrijver &
AltaChem

     In May 1995,  the Company began  negotiations  with AltaChem  Group,  Inc.,
Ireland  ("AltaChem")  and the  shareholders  of AltaChem.  To  facilitate  this
anticipated acquisition,  the Company appointed Aster De Schrijver, James Tilton
and Jane Zheng as  directors on August 3, 1995.  At that time,  Mr. De Schrijver
owned, directly or indirectly,  100% of the issued and outstanding capital stock
of AltaChem. James Tilton helped introduce the Company to AltaChem and performed
services  related  to the  proposed  acquisition.  Jane Zheng is the wife of Mr.
Tilton.  De Schrijver,  Tilton and Zheng were appointed as directors  because of
their  familiarity  with the  operations  of  AltaChem,  and  because  of Mr. De
Schrijver's  and Mr. Tilton's  controlling  interest in the capital stock of the
Company to be issued  pursuant to the  proposed  transaction  by and between the
parties.

     On December 8, 1995, the Company  entered a Stock  Exchange  Agreement with
AltaChem, De Schrijver and Tilton.


<PAGE>

     Pursuant to the Stock Exchange Agreement,  the Company acquired 100% of the
capital stock of AltaChem.  As  consideration,  the Company issued a quantity of
Common  Stock  sufficient  to give  Tilton  and De  Schrijver  75% of the  total
outstanding  shares  of Common  Stock.  The Stock  Exchange  Agreement  required
AltaChem to deliver audited financial statements and a schedule of assets to the
Company within 180 days.  AltaChem failed to provide these materials  within the
required  time period and  indicated  to the Company  that it was not capable of
delivering the financial statements in the immediate future. Accordingly, on May
8, 1996,  the parties to the  Agreement  signed a Rescission  of Stock  Exchange
Agreement and Release of All Claims (the "Rescission Agreement"). The Rescission
Agreement  unwound  the Stock  Exchange  Agreement  from the  beginning.  Mr. De
Schrijver and Mr. Tilton were required to return their shares of Common Stock to
the Company, and the Company was required to return AltaChem's Common Stock. All
parties to the Stock  Exchange  Agreement  agreed to release each other from all
potential claims they may have had as a result of that Agreement.

     On December 20, 1995, the Company  entered Stock Exchange  Agreements  with
OMAP Holdings Incorporated ("OMAP"),  Tianrong Building Material Holdings,  Ltd.
("TBMH"), and Eurotronics Holdings Incorporated  ("Eurotronics"),  each of which
was under the common control of Aster De Schrijver, James Tilton and Jane Zheng.
The purpose of each Stock  Exchange  Agreement  was to  transfer,  in a tax-free
exchange,  a quantity of Common Stock as determined by dividing  $300,000 by the
closing bid price for the Company's  Common Stock on the date of the  agreements
in exchange  for a similarly  determined  quantity of the common  stock of OMAP,
TBMH and  Eurotronics.  All stock  transferred  pursuant to these Agreements was
restricted.  The Company valued the stock received in each of these transactions
at $114,815 on its financial  statements  for the year ended  December 31, 1995.
For more  information on these  transactions,  see the Company's Form 10-KSB for
the fiscal year ended December 31, 1995.

     On December  21,  1995,  the Company sold an  additional  14,517  shares of
Common Stock to OMAP for $90,000.  On January 15,  1996,  the Company  purchased
2,858 shares of OMAP for $10,000.  On January 30, 1996, the Company purchased an
additional 6,154 shares of OMAP for $20,000.  Finally,  on February 9, 1996, the
Company purchased 8,572 shares of OMAP for $30,000.

Transactions Involving Canton Financial Services and Affiliated Entities

     Canton  Financial  Services has served as a consultant to the Company since
1994,  assisting  the  Company  in  locating  potential  merger  or  acquisition
candidates  and  in  providing  general   bookkeeping  and  record  keeping  and
administrative  services.  Canton  Financial has accepted the  Company's  Common
Stock in lieu of cash compensation in exchange for its services on behalf of the
Company pursuant to a May 16, 1995 consulting agreement.  During the 1996 fiscal
year,  the  Company  issued a total of 40,729  shares of Common  Stock to Canton
Financial.  Canton  Financial may be deemed to be an affiliate of the Company by
virtue of being under the potential common control of Allen Wolfson,  who is the
indirect  beneficial  owner of a majority of the Company's Class B Common Stock.
Pursuant to the Company's Articles of Incorporation,  the holders of the Class B
Common Stock are entitled to elect a simple majority of the Company's directors.
Allen  Wolfson is disclosed  to be a potential  control  person of  CyberAmerica
Corporation, a public Nevada corporation which is the parent of Canton Financial
Services.

     On July 11, 1996, the Company executed an agreement with CyberMalls,  Inc.,
a wholly-owned subsidiary of Canton Financial.  Pursuant to that agreement,  the
Company purchased  CyberFootball,  Inc., a Nevada corporation ("CFI"). CFI had a
business  plan  to  market  football-related  products  and  services  over  the
Internet. According to the agreement, the Company was to find clients interested
in marketing  products related to football.  CyberMalls was obligated to provide
the related computer programming, art work and technical assistance. In exchange
for CFI and the ongoing support of CyberMalls, the Company was required to issue
39,750 million shares of Common Stock, to execute an $11 million promissory note
in favor of CyberMalls and to provide other  consideration  contingent  upon the
future  profitability  of CFI. On February 25, 1997, the Company received notice
of CyberMalls'  decision to discontinue  operations.  Because the Company lacked
the expertise to effect CFI's  business  without the  assistance of  CyberMalls,
CFI's operations effectively terminated.  The Company did not deliver any of the
consideration required in the agreement to acquire CFI and was released from any
obligation  to do so pursuant to a settlement  executed  between the Company and
CyberMalls subsequent to the 1996 fiscal year.

<PAGE>
--------------------------------------------------------------------------------

ITEM  13.     EXHIBITS AND REPORTS ON FORM 8-K

--------------------------------------------------------------------------------

(a)  Index  to  Exhibits.  Exhibits  required  to be  attached  by  Item  601 of
Regulation S-B are listed in the Index to Exhibits  beginning on page 17 of this
Form 10-KSB, which is herein incorporated by reference.

(b)  Reports on Form 8-K.  No  reports on Form 8-K were filed  during the fourth
quarter  of 1996.  On March 27,  1997 and  subsequent  to the end of the  fourth
quarter,  the Company filed a Form 8-K  disclosing its sale of 100,000 shares of
Common  Stock  pursuant  to  the  exemption  from  registration  provided  under
Regulation S.

<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 day of March 1998.

     BRIA Communications Corporation

     /s/ Richard Lifschutz
    --------------------------------
     Richard Lifschutz

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


Signature                         Title                              Date


/s/ Richard Lifschutz
---------------------       President and Director            March 20, 1998
Richard Lifschutz


/s/ Isaac Lifschutz
---------------------      Secretary, Treasurer and Director  March 20, 1998
Isaac Lifschutz




<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT      PAGE
NO.           NO.            DESCRIPTION

3a            *              Certificate   of   Incorporation   of  the  Company
                             (incorporated  herein  by  reference  from  Exhibit
                             3(a)(i)  from the Form 8-K filed by the  Company on
                             June 28, 1996).

3b            *              By-Laws  of the  Company  (incorporated  herein  by
                             reference  from  Exhibit 3(a)(ii) from the Form 8-K
                             filed by the Company on June 28, 1996).

                             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)     *              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)(c)     *              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)(d)    *               Consulting  Agreement  dated May 16, 1995, but made
                             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)(e)    *               Stock  Exchange   Agreement  of  December  8,  1995
                             between  the  Company  and  AltaChem  Group,   Inc.
                             (incorporated   herein   by   reference   from  the
                             Company's 8-K dated May 8, 1996).

10 (i)(f)    *               Purchase   Agreement   between   the   Company  and
                             CyberMalls,  Inc. dated July 11, 1996 (incorporated
                             herein by  reference  from  exhibit of like  number
                             from the Company's Annual Report on Form 10-KSB for
                             the year ended December 31, 1995).

10 (i)(g)    *               Financial      Consulting     Agreement     between
                             CyberFootball   and  Canton   Financial   Services,
                             Corporation  dated  August 31,  1996  (incorporated
                             herein by  reference  from  exhibit of like  number
                             from the Company's Annual Report on Form 10-KSB for
                             the year ended December 31, 1995).


10 (i)(h)    *               Agreement for Exchange of Stock between the Company
                             and Kingslawn Offset, Inc. dated September 10, 1996
                             (incorporated  herein by reference  from exhibit of
                             like number  from the  Company's  Annual  Report on
                             Form 10-KSB for the year ended December 31, 1995).

10 (i)(i)     *              Stock  Exchange  Agreement  of  December  20,  1995
                             between the Company and OMAP Holdings  Incorporated
                             (incorporated  herein by reference  from exhibit of
                             like number  from the  Company's  Annual  Report on
                             Form 10-KSB for the year ended December 31, 1995).

10 (i)(j)     *              Stock  Exchange  Agreement  of  December  20,  1995
                             between    the   Company    Eurotronics    Holdings
                             Incorporated (incorporated herein by reference from
                             exhibit


<PAGE>

                             of like number from the Company's  Annual Report on
                             Form 10-KSB for the year ended December 31, 1995).

10 (i)(k)     *              Stock  Exchange  Agreement  of  December  20,  1995
                             between the Company and Tianrong  Building Material
                             Holdings,  Ltd.  (incorporated  herein by reference
                             from  exhibit  of like  number  from the  Company's
                             Annual  Report on Form  10-KSB  for the year  ended
                             December 31, 1995).

10 (i)(l)     *              Stock  Purchase  Agreement  dated  January 15, 1996
                             betweeen    the   Company    and   OMAP    Holdings
                             Incorporated,  a Nevada  corporation  (incorporated
                             herein by  reference  from  exhibit of like  number
                             from the Company's Annual Report on Form 10-KSB for
                             the year ended December 31, 1995).

10 (i)(m)     *              Stock  Purchase  Agreement  dated  January 30, 1996
                             between the Company and OMAP Holdings  Incorporated
                             (incorporated  herein by reference  from exhibit of
                             like number  from the  Company's  Annual  Report on
                             Form 10-KSB for the year ended December 31, 1995).

10 (i)(n)     *              Stock  Purchase  Agreement  dated  February 9, 1996
                             between the Company and OMAP Holdings  Incorporated
                             (incorporated  herein by reference  from exhibit of
                             like number  from the  Company's  Annual  Report on
                             Form 10-KSB for the year ended December 31, 1995).
10 (i)(o)     *              Stock Purchase  Agreement  dates September 28, 1995
                             between the Company and Tianrong  Building Material
                             Holdings,  Ltd  (incorporated  herein by  reference
                             from  exhibit  of like  number  from the  Company's
                             Annual  Report on Form  10-KSB  for the year  ended
                             December 31, 1995).

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