SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1995.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number: Q-2549
BRIA COMMUNICATIONS CORP.
(Exact name of Registrant as specified in its charter)
New Jersey 22-1644111
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
(Address of principal executive offices) (Zip Code)
(801) 575-8073
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes No XX
The number of shares of the issuer's common stock (par value $0.001 per
share) outstanding as of September 30, 1995 was 5,154,563.
Transitional Small Business Issuer Disclosure Format
(Check One):
Yes No XX
<PAGE>
TABLE OF CONTENTS
PART I.........................................................................4
ITEM 1. FINANCIAL STATEMENTS.........................................4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.........................4
PART II........................................................................6
ITEM 1. LEGAL PROCEEDINGS............................................9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................9
SIGNATURES.....................................................................9
EXHIBITS......................................................................10
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
Please see Pages F-1 through F-5 for the financial statements the
Company is required to file in this report.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE>
<TABLE>
<CAPTION>
BRIA COMMUNICATIONS CORPORATION
FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
CONDENSED BALANCE SHEETS
Unaudited
September 30 December 31
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash .............................................................................. $ 1,423 $ 166
----------- -----------
TOTAL CURRENT ASSETS ................. 1,423 166
----------- -----------
OTHER ASSETS ................. 219,814 41,713
----------- -----------
$ 221,237 $ 41,879
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Notes payable - officers and directors ............................................ $ 59,310 $ 59,310
Accounts payable .................................................................. 725,750 1,030,592
Other current liabilities ......................................................... 180,643 153,695
----------- -----------
TOTAL CURRENT LIABILITIES ................. 965,703 1,243,597
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock:
Class A, $.001 par value, shares issued and
outstanding, 5,154,563 and 8,299,800 ......................................... $ 5,155 $ 829,980
200,000,000 shares authorized
Class B $.001 par value, shares issued and
outstanding, 213,438 and 98,438 .............................................. 213 9,844
convertible in Class A shares, 220,000 shares authorized
Capital in excess of par value .................................................... 6,739,882 4,534,444
Accumulated deficit ............................................................... (7,489,716) (6,575,986)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ................. (744,466) (1,201,718)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ ............... 221,237 $ 41,879
=========== ===========
* These numbers have not been adjusted to reflect the reduction in par value from $0.10 to $0.001
See notes to consolidated unaudited financial statements.
F - 1
</TABLE>
<PAGE>
<TABLE>
BRIA COMMUNICATIONS CORPORATION
FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
-------------------------- ---------------------------
Sept. 30 Sept. 30 Sept. 30 Sept. 30
1995 1994 1995 1994
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
REVENUE ........................................................ $ 128 $ 108,58 128 $ 535,681
----------- ----------- ----------- -------------
COSTS AND EXPENSES:
Cost of sales ............................................. -- 98,014 -- 490,839
Selling, general and administrative ....................... 718,695 163,569 913,859 939,479
Interest .................................................. -- -- -- 7,655
----------- ----------- ----------- -------------
718,695 261,583 913,859 1,437,973
----------- ----------- ----------- -------------
LOSS BEFORE EXTRAORDINARY ITEMS
NET LOSS ....................................................... $ (718,567)$ (152,997)$ (913,731) $ (902,292)
=========== =========== =========== =============
NET LOSS PER SHARE ............................................. $ (0.$4) (0.$2) (0.$9) $ (0.12)
AVERAGE COMMON SHARES OUTSTANDING .............................. 5,309,726 7,841,092 3,148,710 7,841,092
See accompanying notes to consdensed financial statements.
F - 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRIA COMMUNICATIONS CORPORATION
FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
UNAUDITED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
Capital
Class A Class A Class B Class B In Excess Accumulated
Shares Amount Shares Amount Of Par Deficit
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1992 .......................... 1,972,654 197,265 98,438 9,844 4,263,250 (2,887,656)
Exercise of stock options ....................... 1,400,000 140,000 -- -- 55,000 --
Additional shares issued ........................ 250,000 25,000 -- -- -- --
Net loss for the year ........................... -- -- -- -- -- (2,552,896)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, December 31, 1993 .......................... 3,622,654 362,265 98,438 9,844 4,318,250 (5,440,552)
Exercise of stock options ....................... 4,487,800 448,780 -- -- 216,194 --
Additional shares issued for services ........... 189,346 18,935 -- -- -- --
Net loss for the year ........................... -- -- -- -- -- (1,135,434)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, December 31, 1994 .......................... 8,299,800 829,980 98,438 9,844 4,534,444 (6,575,986)
1-to-40 reverse stock split ..................... (8,092,305) (809,230) -- -- 809,230 --
Reduction in par value (Class A & B) ............ -- (20,542) -- (9,746) 30,287 --
Debt settlement through stock ................... 17,583 18 -- -- 60,933 --
Net loss for period ............................. -- -- -- -- -- (135,261)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, March 31, 1995 ............................. 225,078 225 98,438 98,438 98 (6,711,247)
Debt settlement through stock ................... 194,991 195 -- -- 127,097 --
Stock issuance for services ..................... -- -- 115,000 115 (115) --
Net loss for period ............................. -- -- -- -- -- (59,902)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, June 30, 1995 .............................. 420,069 420 213,438 213 5,561,876 (6,771,149)
Debt settlement through stock ................... 527,931 528 -- -- 671,383 --
Stock issuance for services ..................... 3,466,563 3,467 -- -- 319,238 --
Stock issuance for cash ......................... 40,000 40 -- -- 9,960 --
Stock issuance for assets ....................... 700,000 700 -- -- 177,425 --
Net loss for the period ......................... -- -- -- -- -- (718,567)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, September 30, 1995 ......................... 5,154,563 5,155 213,438 213 6,739,882 (7,489,716)
=========== =========== =========== =========== =========== ===========
See accompanying notes to unaudited condensed financial statements.
F - 3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRIA COMMUNICATIONS CORPORATION
FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the nine months ended
-------------------------------
Sept. 30 Sept. 30
1995 1994
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .............................................................................. $ (913,731) $ (902,292)
------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization ...................................................... -- (226,785)
(Increase) decrease in accounts receivable ......................................... -- 234,804
(Increase) decrease in inventories ................................................. -- 482,089
(Increase) decrease in other current assets ........................................ -- (845,326)
(Increase) decrease in other assets ................................................ (178,101) 47,382
Increase (decrease) in accounts payable ............................................ (304,842) (179,629)
Increase (decrease) in accrued liabilities ......................................... 26,948 (138,354)
Common stock issued for assets and debt ............................................ 1,038,278 --
Common stock issued for services and expenses ...................................... 322,705 --
------------ ------------
Total adjustments ..................... 904,988 (625,819)
------------ ------------
Net cash provided (used) by operating activities $ ................... (8,743) $ (1,528,111)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash proceeds from the sale of property ............................................... -- 573,840
------------ ------------
Net cash provided (used) by investing activities $ ................... -- $ 573,840
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and
issuance of additional shares ....................................................... 10,000 1,397,695
Repayment of debt ..................................................................... -- (320,494)
Loans from officers and directors ..................................................... -- (92,835)
Net cash provided (used) by financing activities $ ................... 10,000 $ 984,366
------------ ------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
Cash, beginning ....................................................................... 166 6,006
------------ ------------
Cash, ending .......................................................................... $ 1,423 $ 36,101
============ ============
See accompanying notes to unaudited consolidated financial statements.
F - 4
</TABLE>
<PAGE>
BRIA COMMUNICATIONS CORPORATION
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated unaudited condensed financial statements
have been prepared by management in accordance with the instructions in Form
10-QSB and, therefore, do not include all information and footnotes required by
generally accepted accounting principles and should, therefore, be read in
conjunction with the Company's Annual Report to Shareholders on Form 10-KSB\A
for fiscal year ended December 31, 1994. These statements do include all normal
recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operation results are not
necessarily indicative of the results for the full year ending December 31,
1995.
2. Changes in Common Stock
In the third quarter of 1995, the Company issued 527,931 shares of its
Class A common stock to settle $671,911 in debts owed to several vendors. In
addition, 3,466,563 shares of the Company's Class A common stock were issued to
various consultants for accounting, legal, and acquisition services rendered.
The Company also issued 40,000 shares in exchange for $10,000 in cash. Finally,
700,000 shares of the Company's Class A common stock were issued in return for
ITEX trade credits with a face value of $600,000; however, the trade credits
were valued at $178,125 based on the discounted market value of the stock.
On September 1, 1995, the Company issued 18,740,796 shares of its Class
A common stock to ADS Group and 2,883,200 shares to James Tilton pursuant to the
Stock Exchange Agreement dated December 8, 1995 between the Company and the
AltaChem Group, Inc., a corporation formed under the laws of the Republic of
Ireland. Pursuant to the Stock Exchange Agreement, the Company will own 100% of
outstanding stock of AltaChem Group, Inc. and Altachem will own 75% of the
Company's outstanding stock. The shares issued by the Company to AltaChem Group
were effectively in escrow until the Stock Exchange Agreement was signed on
December 8, 1995. Since all conditions of the Stock Exchange Agreement had not
been met as of September 30, 1995, the shares to AltaChem Group were not
reflected in the 10-QSB for the period ended September 30, 1995.
3. Additional footnotes included by reference
Except as indicated in the Note #2 above, there has been no other
material changes in the information disclosed in the notes to the financial
statements included in the Company's Annual Report on Form 10-KSB\A for the year
ended December 31, 1994. Therefore, those footnotes are included herein by
reference.
F - 5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
BRIA Communications Corporation, a New Jersey corporation that is
hereafter referred to as the "Company," ceased all active operations on June 30,
1994. Four administrative employees remained on the payroll until September 30,
1994 in order to facilitate the sale of the final Company assets in preparation
for a proposed merger with MAXMusic, Inc. that was subsequently rescinded.
Please see the Company's Form 10-KSB\A for the period ended December 31, 1994
for more information on rescinded merger with MAXMusic. The services of the four
employees were terminated on September 30, 1994.
On or about June 30, 1994, the Company's charter was involuntarily
dissolved by the State of New Jersey for failure to file its 1994 annual tax
return and remit the necessary fees to preserve its status as a corporation in
good standing. The Company paid the State of New Jersey $5,652.66 to settle all
outstanding obligations on or about September 30, 1995. On November 29, 1995,
the Company filed Form CBT-100 (corporate business tax return) with the State of
New Jersey. The Company received its Certificate of Reinstatement on December
22, 1995, that was effective on December 20, 1995.
On December 16, 1994, the Company entered into a settlement agreement
(the "Settlement Agreement") with Ira L. Friedman, formerly the president, chief
executive officer and a director of the Company ("Friedman"), Richard T.
Johnson, formerly the chief financial officer, vice president of finance and a
director of the Company ("Johnson"), the Canton Industrial Corporation
("Canton"), a Nevada corporation, and A-Z Professional Consultants, Inc., a Utah
corporation ("A-Z"). Please see the Company's Form 10-KSB\A for the period ended
December 31, 1994 for more information on the Settlement Agreement.
Pursuant to a Letter Agreement dated July 7, 1995 and its Addendum
dated July 11, 1995, the parties to the Settlement Agreement modified certain
terms of the Settlement Agreement to include, among other terms, the issuance of
certain shares of the Company's Class A common stock to Friedman and Johnson.
Friedman was issued 85,800 shares, which include 55,800 shares for services
rendered prior to 1995 and 30,000 shares for the services that Material
Technology, Inc., rendered in 1995. (Material Technology, Inc. is a company
controlled by Friedman and Johnson.) The Company also issued 79,200 shares to
Johnson, including 55,800 shares for services rendered prior to 1995 and 23,400
shares for services that PTA Technology, Inc. provided during 1995 (PTA
Technology, Inc. is a company controlled by Johnson and Friedman). In addition,
the Company issued 20,000 shares to Friedman and Johnson, jointly, for their
March 1995 payment of $12,537 to the IRS for the Company's payroll taxes. The
Company also agreed to use its best efforts to register said shares (as well as
all shares issued to Friedman, Johnson, and Lawrence Friedman, formerly the
Company's Chairman of the Board and a director, pursuant to paragraph 1(b)(v) of
the Settlement Agreement) on an available registration statement format, which
may include Form S-8, as soon as it is feasible for the Company to so undertake.
The Letter Agreement was included in the Company's Form 10-KSB\A for the period
ended December 31, 1994 and is incorporated herein by this reference.
<PAGE>
The Company remained dependent on the services of Canton Financial
Services Corporation ("CFSC"), a wholly-owned subsidiary of the Canton, during
the third quarter of fiscal year 1995. CFSC's services were initially retained
pursuant to the Settlement Agreement. Please see the Company's Form 10-KSB\A for
the period ended December 31, 1994 for more information on the Company's initial
retainer of CFSC's services.
After CFSC's obligations under the Settlement Agreement were
discharged, the Company retained CFSC's services through a Consulting Agreement
effective February 18, 1995. Pursuant to the Consulting Agreement, CFSC has
provided the Company with a variety of consulting services and administrative
tasks in exchange for a monthly fee based on the rates at which the services of
CFSC's employees are billed. The monthly fee is payable in the restricted shares
of the Company's Class A common stock. The Consulting Agreement's term is one
year; however, it is terminable with 30-day notice and can be extended on a
monthly basis. CFSC has provided the Company with office space as well as
various accounting and legal services including internal record keeping, the
preparation of reports required to be filed with Securities and Exchange
Commission ("SEC"), the negotiation of settlement of the Company's debts, and
the search for a viable merger or acquisition candidate. In addition, CFSC
introduced AltaChem Group, Inc., a corporation formed under the laws of the
Republic of Ireland ("Altachem") to the Company. As discussed in "Item 2
- -Management's Discussion and Analysis (Subsequent to September 30, 1995),"
AltaChem signed a stock exchange agreement with the Company on December 8, 1995.
The Company experienced changes in its management during the third
quarter. Mark Knudson, one of the Company's directors, resigned on July 31, 1995
without any disagreements with the Company. Mr. Knudson had been appointed as a
director of the Company on March 30, 1995. In addition, Richard Surber resigned
from his position as a director of the Company and as its secretary/treasurer on
August 5, 1995. Mr. Surber had been a director of the Company since December 16,
1994 and secretary/treasurer since March 1, 1995. Mr. Surber resigned for
personal reasons and with no disagreements or disputes with the Company or its
management.
To encourage AltaChem and AltaChem's shareholders to enter into the
Stock Exchange Agreement, on August 3, 1995, the Company's board of directors
unanimously appointed James Tilton, Jane Zheng and Aster De Schrijver to serve
as directors of the Company. James Tilton and ADS Group, Inc., a Belgian
corporation, are the sole legal and beneficial shareholders of AltaChem's common
stock (AltaChem's shareholders are hereinafter referred to as "ACS"). In
addition, James Tilton is ADS Group's chief executive officer and Aster De
Schrijver is its president and the majority shareholder. Jane Zheng is the wife
of James Tilton. Upon the resignation of Richard D. Surber on August 5, 1995
from the position as a director of the Company and as its secretary/treasurer,
the board of directors appointed Ms. Zheng to serve as secretary/treasurer and
also appointed Mr. Tilton as the chief executive officer of the Company.
The Company has continued to exchange its publicly-traded Class A
common stock for other tangible assets such as media and trade credits. One such
transaction executed by the Company during the third quarter was the sale of
200,000 shares of its Class A restricted common stock, effective July 11, 1995,
to Itex Corporation, a Nevada corporation, in exchange for 100,000 ITEX Trade
Dollars which can be used on the Itex Barter Exchange to acquire a variety of
goods and services. In addition, the Company purchased $500,000 worth of media
credits on July 31, 1995, from Associated Reciprocal Traders, a British Virgin
Islands corporation ("ART"), in exchange for 500,000 restricted shares of the
Company's Class A common stock.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (SUBSEQUENT TO
September 30, 1995)
The Company entered into a Stock Exchange Agreement on December 8, 1995
with AltaChem Group, Inc., a corporation formed under the laws of the Republic
of Ireland ("AltaChem"). AltaChem is a chemical company that manufactures,
distributes, and sells chemicals used in the building industry, including a
polyurethane foam product used as insulation, sealants and caulking materials.
The Stock Exchange Agreement provided for the Company's acquisition of 100% of
the issued and outstanding capital stock of AltaChem in exchange for 21,623,996
shares of the Company's Class A common stock, which equaled 75% of the issued
and outstanding shares of Class A common stock on September 1, 1995, the date of
stock issuance. The shares to AltaChem were issued with the understanding that
they would be retired in the event the merger did not transpire. The net effect
of this stock exchange (which has been effected as a tax free reorganization
pursuant to Section 368(1)(b) of the Internal Revenue Code of 1986, as amended)
is that ACS owns a 75% interest in the Company and the Company owns 100% of
AltaChem.
The Company is not aware of any arrangements that may result in a
change in control of the Company in the future.
Results of Operations
Revenue for the three months ended September 30, 1995 was $128 compared
to $108,586 for the same period in 1994. Revenue for the nine months ended
September 30, 1995 was $128 compared to $535,681 for the nine months ended
September 30, 1994. Both decreases can be attributable to the Company's lack of
active operations.
The cost of revenues for the three months ended September 30, 1995
decreased to $0 from $98,014 for the same period in 1994. The cost of sales
during the nine months ended September 30 was $0 for 1995 and $490,839 for 1994.
Since there was no active operations during the first nine months of 1995, the
Company incurred $0 in cost of sales. Selling, general and administrative
expenses for the three months ended September 30, 1995 increased to $718,695
from $163,569 for the three months ended September 30, 1994. This significant
increase in 1995 can be mainly attributed to the Company's retention of CFSC and
other entities for accounting, legal, and acquisition services. For the nine
months ended September 30, 1995, the Company incurred $913,859 in selling,
general, and administrative expenses compared to $939,479 for the nine months
ended September 30, 1994. Selling, general, and administrative expenses in 1994
were chiefly the costs involved in winding up the Company's active operations.
In 1995, the majority of the selling, general, and administrative expenses were
for consulting services rendered by various entities.
The net loss for the three months ended September 30, 1995 was $718,567
compared to $152,997 for the same period in 1994. During the first nine months
of 1995, the Company incurred a net loss of $913,731 compared to $902,292 for
the first nine months of 1994. The increases in net loss during 1995 were the
result of, again, various consulting expenses incurred and lack of income from
operations.
<PAGE>
Capital Resources and Liquidity
The deficiency in working capital increased from $251,778 at the end of
third quarter of 1994 to $964,280 on September 30, 1995. This deterioration was
primarily attributable to the Company's liquidation of a majority of the current
assets in 1994 to satisfy long-term debts without reducing the current
liabilities. Another reason for the deterioration is that the Company incurred
additional debts to various consultants for services rendered after September
30, 1994.
In the third quarter of 1995, the Company issued 527,931 shares of its
Class A common stock to settle $671,911 in debts owed to several vendors. In
addition, 3,466,563 shares of the Company's Class A common stock were issued to
various consultants for accounting, legal, and acquisition services rendered.
The Company also issued 40,000 shares in exchange for $10,000 in cash. In
addition, effective July 11, 1995, the Company issued 200,000 shares of its
Class A restricted common stock to Itex Corporation, a Nevada corporation, in
exchange for 100,000 ITEX Trade Dollars which can be used on the Itex Barter
Exchange to acquire a variety of goods and services. Finally, the Company
purchased $500,000 worth of media credits on July 31, 1995, from Associated
Reciprocal Traders ("ART"), a British Virgin Islands corporation, in exchange
for 500,000 restricted shares of the Company's Class A common stock. The trade
credits were valued at $178,125 based on the discounted market value of the
stock.
Net stockholders' deficit was $251,708 as of September 30, 1994 and
$744,466 as of September 30, 1995. The increase was due to the substantial loss
the Company incurred for the year ended December 31, 1994 and loss sustained
during the first nine months of 1995.
PART II
ITEM 1. LEGAL PROCEEDINGS
No legal proceedings against the Company were initiated during the
third quarter of 1995, and no pending legal proceedings involving the Company
had any material developments during the third quarter of 1995. For a discussion
of the pending legal proceedings involving the Company, please see the Form
10-KSB\A for the fiscal year ended December 31, 1994, which is incorporated
herein by this reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. Exhibits required to be attached and filed by Item 601 of
Regulation S-K are listed in the Index to Exhibits on page 9 of this
Form 10-Q and are incorporated herein by this reference.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed for the
quarter ended September 30, 1995.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 9th day of January 1996.
BRIA COMMUNICATIONS CORP.
By: /s/ Richard Lifschutz
Name: Richard Lifschutz
Title: President
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE DESCRIPTION
NO. NO.
3(a) * Certificate of Incorporation of the Company. (Incorporated
herein by reference from exhibit of like number from the
Company's Annual Report on From 10-KSB for the year ended
December 31, 1988).
3b * By-Laws of the Company. (Incorporated herein by reference
from exhibit of like number from the Company's Annual
Report on From 10-KSB for the year ended December 31, 1988).
3c * Warrant issued December 31, 1986 by the Company to Mid-
Monmouth Realty Associates. (Incorporated herein by reference
from exhibit of like number from the Company's Annual Report
on From 10-KSB for the year ended December 31, 1988).
10(i) * Exhibits
MATERIAL CONTRACTS
10(i)(a) * Letter of Agreement dated February 28, 1995 between the
Company and Richard Lifschutz. (Incorporated herein by
reference from Exhibit of like number from the Company's Form
10-KSB for year ended December 31, 1994.)
10(i)(b) * Settlement Agreement dated December 16, 1994, between the
Company, Richard T. Johnson, Ira Friedman, A-Z Professional
Consultants, Inc. and The Canton Industrial Corporation.
(Incorporated herein by reference from Exhibit 10 from the
Company's Form 8-K filed with the Commission on December
30, 1994.)
10(i)(c) * Consulting Agreement dated August 4, 1995 but made effective
March 1, 1995, between the Company and East-West Trading
Corporation. (Incorporated herein by reference from Exhibit
of like number from the Company's Form 10-KSB for year
ended December 31, 1994.)
10(i)(d) * Consulting Agreement dated August 4, 1995 but made effective
March 1, 1995, between the Company and Karston Electronics,
Ltd. (Incorporated herein by reference from Exhibit of like
number from the Company's Form 10-KSB for year ended
December 31, 1994.)
10(i)(e) * Consulting Agreement dated May 16, 1995, between the Company
and Canton Financial Consulting Services Corporation.
(Incorporated herein by reference from Exhibit of like
number from the Company's Form 10-KSB for year ended December
31, 1994.)
10(i)(f) * Letter of Agreement and Settlement of all Claims dated July 7,
1995, amending the Settlement Agreement dated December 16,
1994, between the Company, The Canton Industrial Corporation,
A-Z Professional Consultants, Inc., Ira L. Friedman and
Richard T. Johnson. (Incorporated herein by reference
from Exhibit 10 to Current Report on Form 8-K filed by the
Company on December 30, 1994.)
10(i)(g) * Amendment to Letter of Agreement and Settlement of All Claims,
dated July 11, 1995 between the Company, The Canton Industrial
Corporation, A-Z Professional Consultants, Inc., Ira L.
Friedman and Richard T. Johnson. (Incorporated herein by
reference from exhibit of like number from the Company's
Annual Report on From 10-KSB for the year ended December
31, 1994).
10(i)(h) * Binding Letter of Intent between the Company and MAXMusic, Inc.
dated February 14, 1994. (Incorporated herein by reference from
Exhibit 10 to Current Report on Form 8-K filed by the Company
on March 11, 1994.)
10(i)(i) * Stock Exchange Agreement dated December 8, 1995, between the
Company and AltaChem Group, Inc. (Incorporated herein by
reference from exhibit of like number from the Company's Annual
Report on From 10-KSB/A for the year ended December 31, 1994).
27 16 Financial Data Schedule.
* These exhibits appear in the manually signed original Reports for the periods
indicated by each item and are hereby incorporated by this reference.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S
SEPTEMBER 30, 1995 QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 1,423
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 221,237
<CURRENT-LIABILITIES> 965,703
<BONDS> 0
<COMMON> 5,368
0
0
<OTHER-SE> (749,834)
<TOTAL-LIABILITY-AND-EQUITY> 221,237
<SALES> 0
<TOTAL-REVENUES> 128
<CGS> 0
<TOTAL-COSTS> 718,695
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (718,567)
<INCOME-TAX> 0
<INCOME-CONTINUING> (718,567)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (718,567)
<EPS-PRIMARY> (0.14)
<EPS-DILUTED> (0.14)
</TABLE>
