UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (Fee required) for the fiscal year ended December 31, 1995
[ ] 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: I-9418
BRIA Communications Corporation
(Name of Small Business Issuer in Its Charter)
New Jersey 22-1644111
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
(Address of Principal Executive Offices) (Zip Code)
(801) 575-8073
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of each Exchange
Title of Each Class on Which Registered
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,
1995, were $128.
The aggregate market value of the registrant's Common Stock, $0.001 par
value (the only class of voting stock), held by non-affiliates was approximately
$6,283,435.50 based on the last sale price thereof reported on the consolidated
tape for September 27, 1996.
At September 27, 1996, the number of shares outstanding of the registrant's
Common Stock, $0.001 par value (the only class of voting stock), was 8,377,914.
<PAGE>
Capital Resources and Liquidity
During 1994 and 1995, the Company settled a portion of its existing
liabilities and issued stock as a means to pay its creditors as well as
consultants and other professionals for various services rendered.
The deficiency in working capital of the Company decreased from
$1,243,431 in 1994 to $873,536 in 1995. During 1995, the Company settled a
portion of its existing liabilities by issuing restricted shares of its Common
Stock. As a result, accounts payable decreased from $1,030,592 on December 31,
1994 to $757,202 on December 31, 1995.
Net stockholders' deficit in the Company was $529,091 for 1995 as
compared to $1,201,718 in 1994. The improvement is due to the Company's issuance
of common stock to settle existing debts and compensate various consultants for
consulting services rendered.
On June 25, 1996, 1,000,000 shares of the Company's Class A Common
Stock was issued to Wilfried Martens for past consulting services and additional
consulting services to be performed in the future.
<PAGE>
<TABLE>
<CAPTION>
BRIA COMMUNICATIONS CORPORATION
(Formerly Metallurgical Industries, Inc. and Subsidiaries
December 31, 1995
December 31,
1995
-------------
ASSETS
Current Assets
<S> <C>
Cash ...................................................... $ 82,398
Accounts Receivable
239
-----------
Total Current Assets
82,637
OTHER ASSETS
Investments - securities (Note 2).......................... 344,445
Total Other Assets ........................................ $ 344,445
===========
TOTAL ASSETS .................................................... 427,082
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Notes Payable - Officers and Directors (Note 3)............ $ 63,465
Accounts Payable .......................................... $ 757,202
Other current liabilities ................................. 135,506
-----------
TOTAL CURRENT LIABILITIES ...................................... 956,173
STOCKHOLDERS' EQUITY:
Common stock:
Class A, $.001 par value; shares authorized, 200,000,000;
shares issued and outstanding, 6,798,186 .............. 6,798
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 ............................ 7,054,544
Accumulated Deficit ....................................... (7,417,180)
Trade and media credits (Note 11) ......................... (173,466)
-----------
Total Stockholder's Equity (Deficit) ...................... (529,091)
$ 427,082
===========
</TABLE>
F-1
<PAGE>
BRIA COMMUNICATIONS CORPORATION
(Formerly Metallurgical Industries, Inc. and Subsidiaries)
NOTES TO FINANCIAL STATEMENTS
NOTE 11 - RELATED PARTY TRANSACTIONS
In December of 1994, the Company moved its offices from Tinton Falls, New
Jersey to the offices of Canton Financial Services Corporation (CFSC) in Salt
Lake City, Utah. CFSC is a wholly-owned subsidiary of CyberAmerica Corporation.
Since that time the Company has been party to successive agreements with CFSC
whereby CFSC provides management and consulting services. Until August, 1995,
Richard D. Surber was an officer or director of the Company. Mr. Surber is a
shareholder of the Company and also Chief Executive Officer and a director of
CyberAmerica Corporation. He is also president and a director of CFSC. See Note
9.
Richard Lifschutz, the Company's president is also a media and barter
broker with "ITEX" barter network. During 1995, the Company acquired media and
barter credits in exchange for shares of its Class A common stock. Mr.
Lifschutz, as a broker, negotiated the transactions. Mr. Lifschutz has a
management contract with the Company. See Note 9. Value for trade and media
credits in exchange for shares is considered prospective and unrealized at
December 31, 1995 and is therefore deducted from the stockholder's equity.
<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 21st day of November 1996.
BRIA Communications Corp.
/S/ Richard Lifschutz
Richard Lifschutz, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature Title Date
/s/ Richard Lifschutz President and Director November 21, 1996
- ----------------------
Richard Lifschutz
/s/ Isaac Lifschutz Secretary and Treasurer, Director November 21, 1996
- ---------------------
Isaac Lifschutz
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S DECEMBER 31,
1995 ANNUAL REPORT ON FORM 10-KSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000065231
<NAME> BRIA Communications Corp.
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 82,398
<SECURITIES> 344,445
<RECEIVABLES> 231
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 82,637
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 427,082
<CURRENT-LIABILITIES> 956,173
<BONDS> 0
0
0
<COMMON> 6,798
<OTHER-SE> (535,889)
<TOTAL-LIABILITY-AND-EQUITY> 427,082
<SALES> 0
<TOTAL-REVENUES> 128
<CGS> 0
<TOTAL-COSTS> 927,761
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,155
<INCOME-PRETAX> 931,788
<INCOME-TAX> 0
<INCOME-CONTINUING> (931,788)
<DISCONTINUED> 0
<EXTRAORDINARY> 90,594
<CHANGES> 0
<NET-INCOME> (841,194)
<EPS-PRIMARY> (0.19)
<EPS-DILUTED> (0.19)
</TABLE>
