UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
BRIA COMMUNICATIONS CORPORATION
(Name of Issuer)
Class A Common Stock, par value $0.001
(Title of Class of Securities)
05564F 10 3
(CUSIP Number)
Richard Lifschutz, 147-17 Newport Avenue, Neponsit, NY 11964 (718) 318-1535
(Name, address and telephone number of person authorized to receive notices and
communications)
January 22, 1997
(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 ( ).
<PAGE>
SCHEDULE 13D/A
CUSIP No. 05564F-103 Page 1 of 3 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Canton Financial Services Corporation ("Canton") 87-0509512
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) (X)
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7) SOLE VOTING POWER 832,752
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER -0-
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 832,752
PERSON WITH
10) SHARED DISPOSITIVE POWER -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,752
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
14) TYPE OF REPORTING PERSON
CO
<PAGE>
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").
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 then filed
another Schedule 13D/A on January 2, 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 while also creating and maintaining Internet mall sites on
the World Wide Web through its subsidiary, CyberMalls, Inc., a Nevada
corporation.
(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 1,354,696 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, Canton has transferred ownership of 521,944 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 Sock. 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 an 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 is
8.5% or 832,752 shares of Common Stock
<PAGE>
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 a 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 1,354,696 shares of Common Stock
as compensation for services rendered pursuant to this Agreement.
On August 31, 1996, BRIA acquired Mega Sports Mall ("MSM"), through a Purchase
Agreement with CyberMalls, Inc., a Nevada corporation and wholly owned
subsidiary of Canton ("CyberMalls"). Pursuant to the Agreement, BRIA is
obligated to issue 1,875,000 shares of Common Stock to CyberMalls. However, the
Agreement's compensation terms are currently being renegotiated and therefore no
assurances can be given that such shares will be issued to CyberMalls at anytime
in the future. Additionally, MSM and BRIA entered into a separate Consulting
Agreement with Canton by which BRIA is obligated to issue $150,000 worth of
Common Stock. However, this Agreement is also being renegotiated and therefore
no assurances can be given that such shares will be issued to Canton at anytime
in the future.
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 service in either cash or shares of its Common Stock. As of
January 22, 1996, an aggregate of 1,354,696 shares of Common Stock had been
issued to Canton.
(b) Through its wholly owned subsidiary, CyberMalls, Canton sold MSM to BRIA in
a Purchase Agreement dated August 31, 1996. See Item 4 above for more
information on this Agreement.
(c) Canton also entered into a separate Consulting Agreement with MSM on August
31, 1996 by which it is obligated to provide the same business services as it
provides for BRIA. See Item 4 above for more information on this Agreement.
<PAGE>
Item 7. Material to Be Filed as Exhibits.
The following Exhibit is hereby incorporated by reference from CyberAmerica's
statement on Schedule 13D/A filed as Exhibit A on January 2, 1997 with the
Securities and Exchange Commission:
Attached as Exhibit A is a copy of the Purchase Agreement dated August 31, 1996
between CyberMalls and BRIA by which BRIA acquired CyberFootball, Inc. a Nevada
corporation ("CFI"). BRIA later changed the name of CFI to Mega Sports Mall.
<PAGE>
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
Date: January 24, 1997 /s/Richard D. Surber
---------------------------
Richard D. Surber, President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
