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, 1997.

   [ ]   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, 1997, 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  $49,288 based on the last sale price thereof
reported on the consolidated tape for March 31, 1998.

         The number of shares  outstanding  of the issuer's Class A Common Stock
($0.001 par value), as of March 31, 1998 was 1,541,349.

                              Total Number of Sequentially Numbered Pages _16_
                                                Index to Exhibits on Page _15_
                                        1

<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

                                    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


                                        2

<PAGE>

                                     PART I

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

ITEM 1.           DESCRIPTION OF BUSINESS

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

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 the  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
and the remaining $489,250 worth of notes, plus accrued interest,  came 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.

         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

                                        3
<PAGE>

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 of 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.

                                        4
<PAGE>

recover the consideration paid to acquire Kingslawn.

         On January 9, 1997 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,  1997,  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 $885,317. 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  $403,065 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.

                                        5
<PAGE>

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

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, 1997.

                                     PART II

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

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

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

         The  following  table sets forth the  prices of the  Company's  Class A
Common Stock on the OTC Bulletin Board for each quarter during fiscal years 1997
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 1997                High Bid Price                   Low Bid Price
  ----------------                --------------                   -------------
Quarter Ended 3/31/97                $0.25                             $0.06
Quarter Ended 6/30/97                $0.06                             $0.03
Quarter Ended 9/30/97                $0.06                             $0.03
Quarter Ended 12/31/97               $0.32                             $0.02
           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 March 31, 1998,  there were  approximately  738 record holders of
Common Stock holding approximately 1,541,349 outstanding shares of Common Stock.

Dividends

                                        6

<PAGE>

         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  was 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

                                        7

<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.

         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  quarter of 1997,  the Company  also
granted  options to  purchase an  additional  45,920  shares of Common  Stock to
Canton Financial. All option granted have 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.

         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
was to receive an  aggregate  of 375,000  shares of Homes For America  Holdings,
Inc., a Nevada corporation.

         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.  The Company was to receive  125,000
shares of Homes for America Holdings, Inc.

          The offshore entities were not able to deliver the appropriate  shares
of Homes for America Holdings, Inc. Therefore, the Company agreed to a reduction
of its liability to CFS in the amount of $142,477 as  consideration  for issuing
the shares.

         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 $403,065 of the
amount claimed by  Mid-Monmouth  constitutes  environmental  cleanup costs which
Mid-Monmouth claims to have incurred on the property and

                                        8

<PAGE>

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 $24,200 in 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.

         Subsequent to the end of 1997,  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-10.

















                      [THIS SPACE LEFT INTENTIONALLY BLANK]

                                        9

<PAGE>
Andersen, Andersen & Strong, L.C.
Certified Public Accountants and Business Consultants
941 East 3300 south, suite 202
Salt Lake City, UT 84106
Telephone(801)486-0096
Facsimile(801)486-0098


               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, 1997 and the related statements of operations, stockholders' equity
(deficit),and  cash flows for the years ended December 31, 1997 and 1996.  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, 1997 and the results of its  operations  and its cash flows for
the years  ended  December  31,  1997 and 1996,  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.

/s/Anderson, Anderson & Strong

Salt Lake City, Utah
June 9, 1998
                                       F-1
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 1997



                                     ASSETS

CURRENT ASSETS:
  None                                                          $              -
                                                                    ------------
    Total Current Assets                                                       -
                                                                    ------------
                                                                $              -
                                                                    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Notes payable - officers and directors (Note 2)                $        71,775
  Accounts payable                                                     1,136,005
  Other current liabilities                                              124,832
                                                                    ------------
    Total Current Liabilities                                          1,332,612
                                                                    ------------
STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock:
   Class A, $.001 par value; shares authorized, 10,000,000;
     shares issued and outstanding, 1,541,349                              1,542
   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                                       7,960,305
  Accumulated deficit                                               ( 9,288,743)
  Trade credits (Note 7)                                            (     5,929)
                                                                    ------------
    Total stockholders' Equity (Deficit)                            ( 1,332,612)
                                                                    ------------
                                                                    $       -
                                                                    ============





                                       F-2
                             See accompanying notes


<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1997 AND 1996





                                                1997                        1996
REVENUE                                      $    -                  $       -
                                           ------------                ---------
COST AND EXPENSES:
  General and administrative                  286,707                    781,410
  Environmental cleanup costs                  12,308                    390,697
  Interest                                      4,155                      4,173
  Loss on sale of investments                 381,844                     10,268
                                           ------------             ------------
                                              685,014                  1,186,548
                                           ------------             ------------
NET LOSS                                   $( 685,014)              $(1,186,548)
                                           ============             ============
NET LOSS PER COMMON SHARE:
  Net (loss) per common share              $(       .55)            $(     2.87)
                                            ============            ============
  Weighted average number of common
   shares outstanding                        1,247,224                   413,046
                                            ============            ============


                                       F-3
                             See accompanying notes

<PAGE>
                        BRIA COMMUNICATIONS CORPORATION
                  STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
                     YEAR ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                                              Net Unrealized
                                                                                                  Gain on                    Total
                                                                        Capital In              Securities   Trade and  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>       <C>            <C>           <C>      <C>           <C>        
BALANCE, December 31, 1995    339,909   $   340  213,440   $    213  $  7,061,002   $(7,417,181)  $   -    $( 173,466)   $( 529,092)
  Shares issued for rescinded
  merger                       75,000        75     -           -           1,425         -           -           -           1,500
  Additional shares issued for 
  debt settlement              38,061        38     -           -         208,230         -           -           -          208,268
  Additional shares issued for 
  services                    127,350       127     -           -         282,909         -           -           -          283,036
  additional shares issued for 
  investments                   6,497         7     -           -          26,061         -           -           -           26,068
  additional shares issued for
  other consideration           3,444         3     -           -           6,134         -           -           -            6,137
  Changes in unrealized gain on
  available for sale securities    -          -     -           -              -          -          181,044      -          181,044
  Changes in trade and
  media credits                    -          -     -           -              -          -           -         167,865      167,865
  Net Loss for year                -          -     -           -              -      (1,186,548)     -           -      (1,186,548)
                              ---------   ------  -------    --------   ----------   ------------    --------   --------  ----------
  
BALANCE, December 31, 1996    590,261       590  213,440        213     7,585,761     (8,603,729)     181,044   (  5,601)(  841,722)
  Additional shares issued
  for debt settlement         879,253       879     -           -         256,199         -             -           -       257,078 
  Additional shares issued
  for services                 29,057        29     -           -          98,388         -             -           -        98,417
  Additional shares issued
  for other consideration      442,778       44     -           -          19,957         -             -           -        20,001
  Changes in unrealized
  gain on available
  for sale securities             -           -     -           -              -          -         ( 181,044)      -    (  181,044)
  Changes in trade and
  media credits                   -           -     -           -              -          -             -       (  328)  (      328)
  Net loss for year               -           -     -           -              -      (  685,014)       -           -    (  685,014)
                              --------   ------- --------    -------     --------  -------------    ----------  -------   ---------
BALANCE, December 31, 1997   1,541,349   $ 1,542 213,440        213   $ 7,960,305   $( 9,288,743)  $    -      $( 5,929)$(1,332,612)
</TABLE>

                                       F-4
                             See accompanying notes
<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1997 AND 1996


                                                    1997                1996
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                  $(    685,014)        $(  1,186,548)
                                              ------------          ------------
Adjustments to reconcile net loss to net cash provided by operting activities:
  Common stock issued for services                 98,417                283,035
  Common stock issued for other expenses             -                     7,638
  Expenses resulting from trade credit transaction 19,673                167,865
  Loss on securities                              381,844                 10,268
  (Increase) decrease in accounts receivable         -                       239
  Increase (decrease) in accounts payable         180,893                701,657
  Increase (decrease) in accrued liabilities        4,154          (      6,519)
                                              ------------          ------------
  Total adjustments                               684,981              1,164,183
                                              ------------          ------------
Net cash (used) by operating activities      (         33)         (     22,365)
                                              ------------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of marketable securities               -               (     60,000)
                                             ------------           ------------
  Net cash used by investing activities            -               (     60,000)
                                             ------------           ------------
NET INCREASE (DECREASE) IN CASH              (         33)         (     82,365)
Cash, beginning                                        33                82,398
                                             ------------           ------------
Cash, ending                                $      -              $           33
                                             ============           ============
SUPPLEMENTAL DISCLOSURES:
  Interest expense                          $       4,173         $        4,173
                                             ============           ============
  Non cash financing activities:
   Issuance of common stock for services    $      98,417         $      283,036
                                             ============           ============
   Issuance of common stock for expenses    $      20,000         $        7,638
                                             ============           ============
   Issuance of common stock for debt        $     257,078         $      208,268
                                             ============           ============
   Issuance of common stock for investments $       -             $       26,068
                                             ============           ============
   Investment securities exchanged for debt:
    Debt reduction                          $      22,601         $        -
    Cost of securities                            404,445                  -
                                             ------------           ------------
    Net loss                                $     381,844         $        -
                                             ============           ============






                                      F-5
                             See accompanying notes


<PAGE>
                         BRIA COMMUNICATIONS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1996




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, 1997 the  stockholders  equity  reflects a
deficit of  $1,332,612.  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.



                                       F-6
<PAGE>


                         BRIA COMMUNICATIONS CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1997 AND 1996

NOTE 2 - NOTES PAYABLE - OFFICERS AND DIRECTORS

Notes payable to officers and directors consists of the following:

                                                              December 31,
                                                                 1997

         Note payable, with interest at 8%                    $50,400
         Note payable, with interest at 8.5%                   21,375
                                                              -------
                                                              $71,775
                                                              =======

At December 31, 1997 the above notes payable to officers and  directors  were in
default.

NOTE 3 - 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.  All the options (60,000 shares) expired in March, 1996.

During 1996, the Company  granted options to purchase  1,059,460  (52,973 post 1
for 20  reverse)  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, 1995     560,000                     $.50
   Expired 1996                     (560,000)
   Granted 1996                    1,059,460                 $.15  - $.26
   Exercised 1996                 (1,059,460)                $.15  - $.26
                                   ---------
Outstanding at December 31, 1996
   and 1997                             -
                                   ---------


                                       F-7
<PAGE>


                         BRIA COMMUNICATIONS CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1997 AND 1996

NOTE 4 - COMMON STOCK

During 1997,  the Board of Directors  approved a 1 for 20 reverse stock split of
the Class A common stock,  and a decrease in the authorized  number of shares of
Class A common stock from  200,000,000  to 10,000,000  shares.  The par value of
$.001 was unchanged.  The details of the Company's  Common Stock at December 31,
1997 are as follows:
                                                                Number of Shares
                                                                       1997
 Class A, $.001 par value:
  Authorized                                                     10,000,000
  Issued and outstanding                                          1,541,349
 Class B, $.001 par value:
  Authorized                                                        220,000
  Issued and outstanding                                            213,440

Class B shares are  convertible  into Class A shares on a eight  hundred-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, 1997,  18,749,796 (937,490 post 1
for 20  reverse)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.

NOTE 5 - INCOME TAXES

At  December  31,  1997,  the Company  had a federal  net  operating  loss (NOL)
carryforward totaling approximately $4,388,169 that may be offset against future
taxable  income in varying  amounts  through 2012. 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  $7,380,000
of capital loss carryover  that expires  beginning 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.

                                       F-8
<PAGE>


                         BRIA COMMUNICATIONS CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1997 AND 1996

NOTE 5 - INCOME TAXES (Continued)

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 6 - 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, 1997,  the Company has
recorded an  obligation  of $354,711  as  compared  to the  landlord's  claim of
$1,240,029,  resulting in an amount in dispute of approximately  $885,318.  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 and 1997,  the landlord  billed the Company  $403,005 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.


                                       F-9
<PAGE>


                         BRIA COMMUNICATIONS CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 1997 AND 1996



NOTE 7 - 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  (250  post 1 for 20
reverse)shares  of the  Company's  Class A common  stock per month for  services
rendered  as well as  options  to  purchase  5,000  (250 post 1 for 20  reverse)
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 (500 post 1
for 20 reverse) shares per month.

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.  The media credits were  exchanged for trade
credits during 1996.  During 1997 the Company acquired  additional trade credits
in exchange fro shares of its Class A common stock. Mr. Lifschutz,  as a broker,
negotiated these transactions.  The value for outstanding trade credits acquired
in exchange for shares is considered  prospective and unrealized at December 31,
1997 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 8 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The  Company  estimates  that the fair  value of all  financial  instruments  at
December 31, 1997 does not differ materially from the aggregate  carrying values
of its financial instruments recorded in the accompanying balance sheet.








                                      F-10
<PAGE>

                                    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
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.1001 and 1002;  and 18 U.S.C.  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

                                       10

<PAGE>

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.

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 1997 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:
                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                              Annual Compensation Award             Long Term Compensation


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

---------------------------                    ------     ---------    --------   ------    ----------    -------     -------  -----
<S>                                             <C>        <C>       <C>          <C>       <C>           <C>         <C>      <C>
Richard Lifschutz,
President and ............................       1997       -0-       -0-           -0-       $ 3,750       -0-       -0-       -0-
Chief Executive Officer ..................       1996       -0-       $5,000O       -0-       $ 8,993*      -0-       -0-       -0-
                                                 1995       -0-       -0-           -0-       $22,348+      -0-       -0-       -0-
James Tilton, Former
Chief Executive Officer ..................       1995       -0-       -0-           -0-           -0-       -0-       -0-       -0-
</TABLE>

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

* 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 during 1997 The Company issued a
total of 2,000 shares (as adjusted for the April 11, 1997 1-for-20 reverse stock
split) to Mr.  Lifschutz  during 1997, as compared to 3,288 shares for 1996. All
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.

                                       11

<PAGE>

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
250  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 500 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 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 1997, the Company issued 200 shares
of Common Stock to other directors.

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

ITEM  11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

          On March 31, 1998,  there were 1,541,349 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
March 31,  1998 with  respect to: (i) each person who is known 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."


                                           Amount Nature of           Percent
Title of Class   Name and Address          Beneficial Ownership       of Class
                 of Beneficial Owner       

                              CLASS A COMMON STOCK
Class A          Allen Wolfson                         6,207            0.4%
Common Stock     268 West 400 South, Suite 300
                 Salt Lake City, Utah 84101
Class A          Richard Lifschutz                     2,524            0.2%
Common Stock     147-17 Newport Avenue
                 Neponsit, NY 11964
Class A          Isaac Lifschutz                       1,163            0.1%
Common Stock     147-17 Newport Avenue
                 Neponsit, NY 11964
Class A          Officers and Directors as a Group     3,687            0.6%
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,  4,042  shares  are  held  of  record  by  A-Z  Professional
Consultants,  Inc.,  a Utah  corporation  of  which  Mr.  Wolfson  is  the  sole
shareholder.  The remaining 2,165 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 2,165 shares.
                                       12
<PAGE>

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 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 1997 fiscal
year,  the  Company  issued a total of 61,538  shares of Common  Stock to Canton
Financial, as compared to 40,729 shares for 1996. 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  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.

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

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-QSB, 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.

                                       13

<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             June    , 1998
Richard Lifschutz



/s/Isaac Lifschutz         Secretary, Treasurer and Director  June     , 1998
Isaac Lifschutz



                                       14

<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).

                                       15

<PAGE>

10 (i)(j)          *                Stock  Exchange  Agreement  of December  20,
                                    1995   between   the   Company   Eurotronics
                                    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)(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.

                                       16