UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
[X] Form 10-KSB [ ] Form 20-F [ ]
Form 11-K [ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996 SEC FILE NUMBER Q-2549
------------------ CUSIP NUMBERS 05564F-10-3
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For Period Ended:____________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Entire Form 10-KSB
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Part I - Registrant Information
Full Name of Registrant BRIA Communications Corporation
Former Name if Applicable N/A
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Address of Principal Executive Office:
268 West 400 South
Salt Lake City, Utah 84101
Part II--RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-KSB, Form 2-F, 11-F, or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-QSB, or portion thereof will be
filed on or before the fifth calendar day following the
prescribed due date; and
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(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why form 10-KSB, 11-K,
20-F, 10-QSB or N-SAR or portion thereof could not be filed within the
prescribed time period.
On September 10, 1996, the Company acquired Kingslawn Offset, Inc., a
New York corporation ("Kingslawn") as its wholly owned subsidiary
pursuant to a Stock Exchange Agreement. As a result of this transaction
Kingslawn's operations must be consolidated on the Company's financial
statements. The Company experienced unexpected delays in obtaining the
year-end financial statements from Kingslawn. Much of the information
in these financial statements is needed to prepare the financial
statements required in the Form 10-KSB for the fiscal year ended
December 31, 1996. Accordingly, the Company has been unable to file
this Form 10 KSB within the prescribed time period.
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to
this notification.
Richard Lifschutz President (801) 575-8073
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(Name) (Title) (Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30
of the Investment Company Act of 1940 during the 12 months
or for such shorter period that the registrant was required
to file such report(s) been filed? If the answer is no,
identify report(s).
(X ) Yes ( ) No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
(X ) Yes ( ) No
If so, attach an explanation of the anticipated change, both
narrative and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
<PAGE>
From January 1995 to August 1996, the Company devoted
substantially all its efforts to locating a suitable
merger/acquisition candidate and therefore had no active
operations. As a result, revenues for fiscal year 1995 were
only $128. On September 10, 1996, the Company acquired 100% of
Kingslawn pursuant to a Stock Exchange Agreement. Kingslawn's
revenue during 1996 is estimated to be $273,890.
BRIA Communications Corporation
(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1997 By: /s/ Richard Lifschutz
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Name: Richard Lifschutz
Title: President
