UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
BRIA COMMUNICATIONS CORPORATION
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(Name of Issuer)
Class A Common Stock, par value $0.001
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(Title of Class of Securities)
05564F 10 3
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(CUSIP Number)
Richard Lifschutz, 147-17 Newport Avenue, Neponsit, NY 11964 (718) 318-1535
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 30, 1997
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box (X ).
Check the following box if a fee is being paid with the statement ( ).
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SCHEDULE 13D/A
CUSIP No. 05564F-103 Page 1 of 3 Pages
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Canton Financial Services Corporation ("Canton") 87-0509512
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2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( X )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7) SOLE VOTING POWER 1,978,520
NUMBER OF
SHARES
BENEFICIALLY ----------------------------------------------------
8) SHARED VOTING POWER -0-
OWNED BY
EACH ----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 1,978,520
PERSON WITH
----------------------------------------------------
10) SHARED DISPOSITIVE POWER -0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,978,520
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14) TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer
This schedule relates to Class A common stock, par value $0.001 per share, of
BRIA Communications Corporation ("Common Stock"). BRIA Communications
Corporation is a New Jersey corporation with principal executive offices at 406
West 31st Street, 13th Floor, New York, NY 10001 ("BRIA"). All shares issued
herein are prior to BRIA's execution of a one for twenty reverse split.
Item 2. Identity and Background
(a) This statement is filed by Canton Financial Services Corporation, a Nevada
corporation ("Canton") and a wholly owned subsidiary of CyberAmerica
Corporation, a Nevada corporation ("CyberAmerica"). CyberAmerica was previously
known as Canton Industrial Corporation ("CIC") and filed its first Schedule 13D
regarding the Common Stock of BRIA on September 23, 1993, and later filed a
Schedule 13D/A on January 3, 1995 regarding the same. CyberAmerica later filed
another Schedule 13D/A on January 2, 1997 and January 24, 1997.
(b) The business address for Canton is 268 West 400 South Suite 300, Salt Lake
City, Utah, 84101.
(c) The principal business of Canton is providing financial and business
consulting services to various business entities.
(d) Canton has not been convicted in a criminal proceeding during the last five
years.
(e) During the last five years Canton has not been a party to a civil
proceeding that resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws of finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a May 16, 1995 Consulting Agreement between BRIA and Canton, Canton
provides business services to BRIA in exchange for compensation payable in
either cash or Common Stock. Since the inception of these business services,
Canton has received an aggregate of 2,585,464 shares of BRIA's Common Stock and
its ownership interest has previously reflected an amount of at least 5%.
However, through several business transactions and arrangements occurring in and
around November 1996 and February 1997, Canton has transferred ownership of
606,944 shares of the aggregate. All Canton transactions concerning Common Stock
are described below:
On August 22, 1995, Canton received 342,931 shares
of Common Stock as compensation for services
rendered pursuant to the May 16, 1995 Consulting
Agreement. This issuance reflected an ownership of
8.9% of the Common Stock then issued and
outstanding.
On January 3, 1996, Canton received an additional
197,190 shares of Common Stock as compensation for
services rendered on behalf of BRIA. This
additional issuance reflected an aggregate
ownership position of 540,121 shares of Common
Stock and resulted in a 10% ownership interest in
BRIA.
<PAGE>
On February 7, 1996, Canton received 65,531 shares
of Common Stock as compensation. This issuance
reflected an aggregate ownership position of
605,652 shares of Common Stock and resulted in a
9% ownership interest in BRIA.
On April 1, 1996, BRIA and Canton renewed the
original May 16, 1995, Consulting Agreement and on
April 24, 1996, Canton received 53,332 shares of
Common Stock. This issuance reflected an aggregate
ownership position of 658,984 shares of Common
Stock and resulted in a 9% ownership interest in
BRIA.
On May 21, 1996, Canton received 11,814 shares of
Common Stock as compensation for services
rendered. This issuance reflected an aggregate
ownership position of 670,698 shares of Common
Stock and resulted in a 6.8% ownership interest in
BRIA.
On August 5, 1996, Canton received 161,954 shares
of Common Stock as compensation for services
rendered. This issuance reflected an aggregate
ownership position of 832,752 shares of Common
Stock and resulted in a 9.8% ownership interest in
BRIA.
On November 14, 1996, Canton received 521,944
shares of Common Stock as compensation for
services rendered pursuant to its April 1, 1996
Consulting Agreement with BRIA. This last issuance
created an aggregate of 1,354,696 shares owned by
Canton and then resulted in an ownership interest
of 10.9%. However, on that same date, Canton
transferred 700,000 shares of Common Stock to an
unrelated, private, foreign investor. Accordingly,
Canton's ownership interest decreased to 5.3% as
its aggregate then equaled 654,696 shares of
Common Stock.
On November 29, 1996, Canton transferred ownership
of 520,944 shares to Park Street Investments,
Inc., a Utah corporation, ("Park Street"). A
separate transfer of 1,000 shares to a private
individual resulted on the same date. Accordingly,
as of November 29, 1996, Canton's ownership
interest in BRIA became less than 2%, or 132,752
shares of Common Stock.
On January 22, 1997, Canton canceled an Agreement
with a private foreign investor and reclaimed its
ownership of 700,000 shares of BRIA Common Stock .
Accordingly, as of January 22, 1997, Canton's
ownership interest in BRIA became 8.5% or 832,752
shares of Common Stock.
On January 30, 1997, Canton received 312,364
shares of BRIA Common Stock as compensation for
services rendered during the month of December
1996. Accordingly, as of January 30, 1997,
Canton's ownership interest became 11.7% of the
Common Stock then issued and outstanding or
1,145,116 shares of Common Stock.
<PAGE>
On or about February 7, 1997 Canton transferred
85,000 shares of BRIA Common Stock to Park Street.
Accordingly as of February 7, 1997, Canton's
ownership interest became 10.8% of the Common
Stock then issued and outstanding or 1,060,116
shares of Common Stock.
On April 10, 1997, Canton received 918,404 shares
of BRIA Common Stock as compensation for services
rendered during the months of October 1996,
January 1997 and February 1997. Accordingly as of
April 10, 1997 Canton's ownership interest became
6.6% or 1,978,520 shares of Common Stock.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
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Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the acquisition of
securities of the issuer and describes any plans or proposals resulting in
material transactions with the issuer.
Pursuant to an April 1, 1996 Consulting Agreement between BRIA and Canton,
Canton provides business services including administrative and shareholder
relations work. Canton also helps in finding appropriate business opportunities.
Pursuant to this Agreement, Canton is entitled to compensation payable in either
cash or shares of Common Stock, at BRIA's option. Since the inception of these
business services, Canton has received an aggregate of 2,585,464 shares of
Common Stock as compensation for services rendered pursuant to this Agreement.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 may be
found in rows 11 and 13 of the cover page.
(b) The powers each person identified in the preceding paragraph has relative to
the shares discussed herein may be found in rows 7 through 10 of the cover page.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed herein.
(d) No person aside from the reporting persons listed herein has the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The following is a list of all contracts, arrangements, understandings or
relationships among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer:
(a) Pursuant to the terms of a April 1, 1996, Consulting Agreement between the
issuer and Canton, Canton provides business services to the issuer including
administrative, and shareholder relations work. Canton also helps BRIA find
appropriate business opportunities. BRIA is required to compensate Canton for
these business services in either cash or shares of its Common Stock. As of
April 10, 1997, an aggregate of 2,585,464 shares of Common Stock had been issued
to Canton.
Item 7. Material to Be Filed as Exhibits.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Canton Financial Services Corporation
/s/ Richard Surber
Date: May 21, 1997 --------------------------
Richard Surber, President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
