SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported)........ October 15, 1998
BRIA COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
NEW JERSEY Q-2549 22-1644111
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
8 West 38th Street, 9th Floor, New York, NY 10018
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (212) 398-7833
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ITEM 1 CHANGES IN CONTROL OF REGISTRANT
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On October 15, 1998, the Company entered into a Consulting
Agreement with James A. Tilton pursuant to which Mr. Tilton will serve as a
Consultant, and will act as an officer and director of the Company. Compensation
payable to Mr. Tilton is 5,000,000 shares of the Company's common stock which
shares shall bear a restrictive legend which issuance makes Mr. Tilton the
"Control Person" of the Company.
ITEM 5 OTHER EVENTS
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On November 16, 1998, the Company effected a reverse split of
its Class A common stock on the basis of 1 new share for every 100 shares owned
by shareholders of record. Fractional shares will be paid for in cash by the
Company. The total number of shares issued and outstanding before the reverse
was 9,927,789. The total number of shares issued and outstanding after the
reverse is approximately 99,278. The reverse also effected the Company's
authorized shares of its Class A common stock. The total number of shares
authorized before the reverse was 10,000,000 and after the reverse 100,000.
ITEM 7. EXHIBITS
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Consulting Agreement between Bria Communications Corporation
and James Tilton.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: November 18, 1998
BRIA COMMUNICATIONS CORPORATION
(Registrant)
By: /s/James Tilton
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James Tilton, President
AGREEMENT made this 15th day of October, 1998 by and between
BRIA COMMUNICATIONS CORP., having offices located at 8 West 38th Street, 9th
Floor, New York, NY (the "Company") and JAMES TILTON, having offices at 82-66
Austin Street, Kew Gardens, New York 11415 (" Consultant").
WHEREAS, The Company wishes to employ the services of
Consultant as its Consultant; and
WHEREAS, Consultant wishes to render consulting services to
the Company.
NOW, THEREFORE, in consideration of the promises and of the
mutual agreements, representations, warranties, provisions and covenants
contained herein, the parties agree as follows:
1. Scope of Services
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The Company herewith and hereby retains Consultant as its non-exclusive
Consultant and Consultant herewith and hereby agrees to act in such capacity for
the Company. Consultant in his capacity of Consultant will render advice to the
Company, including, but not limited to, analysis of the Company's proposed
expansion plans, if any, proposed additional financings and act as an officer
and director of the Company.
2. Term
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The Term of this Consulting Agreement shall be one (1) year from the
day, month and year first above written.
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3. Compensation
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The Company agrees to pay to Consultant and Consultant agrees to accept
from the Company a fee for the Term of 5,000,000 shares of the Company's common
stock which shares shall bear restrictive legend.
4. This agreement shall be construed by the laws of the State of
New York. IN WITNESS WHEREOF, the parties have set their hands
and seals the
first day, month and year as above written.
BRIA COMMUNICATIONS CORP.
By: /s/ Jane Zheng
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JANE ZHENG
Corporate Secretary
/s/ James Tilton
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JAMES TILTON
