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 June 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 June 30, 1995 was 420,069.
Transitional Small Business Issuer Disclosure Format
(Check One):
Yes No XX
TABLE OF CONTENTS
PART I ........................................................................3
ITEM 1. FINANCIAL STATEMENTS.......................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.......................4
PART II 8
ITEM 1. LEGAL PROCEEDINGS..........................................8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...........................8
SIGNATURES.....................................................................8
EXHIBITS.......................................................................9
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]
BRIA COMMUNICATIONS CORPORATION
FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
CONDENSED BALANCE SHEETS
Unaudited
June 30 December 31
1995 1994
----------- -----------
ASSETS
CURRENT ASSETS:
Cash .............................................................................. $ 87 $ 166
Accounts receivable ............................................................... -- --
Inventory ......................................................................... -- --
----------- -----------
TOTAL CURRENT ASSETS ................. 87 166
----------- -----------
PROPERTY AND EQUIPMENT, at cost:
Machinery and equipment ........................................................... -- --
Leasehold improvements and other equipment ........................................ -- --
----------- -----------
Total Property and Equipment ................................................... -- --
Less accumulated depreciation ..................................................... -- --
----------- -----------
NET PROPERTY AND EQUIPMENT ................. -- --
----------- -----------
OTHER ASSETS ................. 41,713 41,713
----------- -----------
$ 41,800 $ 41,879
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Notes payable - officers and directors ............................................ $ 59,310 $ 59,310
Accounts payable .................................................................. 842,350 1,030,592
Other current liabilities ......................................................... 348,780 153,695
----------- -----------
TOTAL CURRENT LIABILITIES ................. 1,250,440 1,243,597
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock:
Class A, $.001 par value, shares issued and
outstanding, 420,069 and 8,299,800 ........................................... $ 420 $ 829,980
200,000,000 shares authorized
Class B $.001 par value, shares issued and
outstanding, 213,438 (convertible into Class A shares) ....................... 213 9,844
220,000 shares authorized
Capital in excess of par value .................................................... 5,561,876 4,534,444
Accumulated deficit ............................................................... (6,771,149) (6,575,986)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ................. (1,208,640) (1,201,718)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ ............... 41,800 $ 41,879
=========== ===========
See Accompanying notes to unaudited condensed financial statements.
F-1
BRIA COMMUNICATIONS CORPORATION
FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
-------------------------- ---------------------------
June 30 June 30 June 30 June 30
1995 1994 1995 1994
----------- ----------- ----------- -------------
REVENUE ................................ $ -- $ 275,205 $ -- $ 427,096
----------- ----------- ----------- -------------
COSTS AND EXPENSES:
Cost of sales ..................... -- 297,876 392,826
Selling, general and administrative 59,902 522,926 195,164 775,910
Interest .......................... -- 1,488 7,655
----------- ----------- ----------- -------------
59,902 822,290 195,164 1,176,391
----------- ----------- ----------- -------------
LOSS BEFORE EXTRAORDINARY ITEMS:
NET LOSS ............................... $ (59,902) $ (547,085) $ (195,164) $ (749,295)
=========== =========== =========== =============
NET LOSS PER SHARE: .................... $ (0.02) $ (0.07) $ (0.07) $ (0.10)
AVERAGE COMMON SHARES OUTSTANDING ...... 2,999,207 7,841,092 2,904,901 7,841,092
See Accompanying notes to unaudited condensed financial statements.
F-2
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
----------- --------- -------- --------- ------------- -------------
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 -- -- 55,00 --
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 4,534,444 (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)
========== ========== ========= ========== ============= =============
See Accompanying notes to unaudited consolidated financial statements.
F-3
BRIA COMMUNICATIONS CORPORATION
FORMERLY KNOWN AS METALLURGICAL INDUSTRIES INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the six months ended
-------------------------------
June 30 June 30
1995 1994
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ...................................................................................... $ (195,164) $ (749,295)
------------- -------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization .............................................................. -- --
Common stock issued for services ........................................................... -- --
Loss on disposal of property ............................................................... -- --
Abandonment of fixed assets ................................................................ -- --
Gain from elimination of debt .............................................................. -- --
(Increase) decrease in accounts receivable ................................................. -- 54,718
(Increase) decrease in inventories ......................................................... -- 389,857
(Increase) decrease in other current assets ................................................ -- (593,082)
(Increase) decrease in other assets ........................................................ -- (1,379)
Increase (decrease) in accounts payable .................................................... -- (317,649)
Increase (decrease) in accrued liabilities ................................................. 195,085 9,923
------------- -------------
Total adjustments ............................. 195,085 (457,612)
------------- -------------
Net cash provided (used) by operating activities $ ........................... $ (79) $ (1,206,907)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash payments for the purchase of property .................................................... -- --
Cash proceeds from the sale of property ....................................................... -- 347,053
------------- -------------
Net cash provided (used) by investing activities $ ........................... -- 347,053
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options and
issuance of additional shares ............................................................... -- 1,113,278
Net proceeds from private placement ........................................................... -- --
Repayment of debt ............................................................................. -- (165,661)
Principal payments on capital leases .......................................................... -- --
Principal payments on long-term debt .......................................................... -- --
Loans from officers and directors ............................................................. -- --
Repayment of officers and directors loans ..................................................... -- --
------------- -------------
Net cash provided (used) by financing activities $ ........................... $ -- $ 947,617
------------- -------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
Cash, beginning ............................................................................... 166 6,006
------------- -------------
Cash, ending .................................................................................. $ 87 $ 93,769
============= =============
See accompanying notes to unaudited condensed financial statements.
F-4
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 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
During the quarter ended on June 30, 1995, the Company issued 8,983 shares of
its Class A Common Stock to settle $34,292 of the past due debts owed to various
vendors.
On March 24, 1995, the Company agreed to issue Friedman, Johnson, and Lawrence
Friedman 10% of the issued and outstanding Class A Common Stock on the date of
issuance as payment for services rendered prior to 1995. The shares were issued
on April 1, 1995 when the number of issued and outstanding Class A Common Stock
was 1,860,080 (excluding shares owned by the three former officers and
directors). The Company issued such shares as follows: 4.9% to Friedman, 4.9% to
Johnson, and 0.2% to Lawrence Friedman. Consequently, Friedman and Johnson each
received 91,144 shares and Lawrence Friedman received 3,720 shares.
On April 1, 1995, the Company issued Canton Financial Services Corporation
("CFSC") 115,000 shares of its Class B Common Stock for services rendered.
3. Additional footnotes included by reference
(1) 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 for the year ended
December 31, 1994. Therefore those footnotes are included herein by reference.
F-5
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 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 due 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.
The move of the Company's principal offices, which began on December
16, 1994, was completed in early January 1995. The move of offices occurred
after Richard D. Surber gained control of the Company pursuant to a Settlement
Agreement dated December 16, 1994 by and among the Company, 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, a Nevada corporation ("Canton"), and A-Z Professional
Consultants, Inc., a Utah corporation ("A-Z") (the "Settlement Agreement"). The
Settlement Agreement resolved disputes over agreements that involved consulting
arrangements and organizational consolidations among the Company, Canton and
A-Z. Richard D. Surber, a director and the chief executive officer of Canton, is
the president and sole director of A-Z. Mr. Surber's control arose from his
appointment as the Company's president and a director and his indirect
beneficial ownership of voting securities. For more information on the
Settlement Agreement, please see "Item 6 Management Discussion and Analysis" of
the Company's Form 10-KSB for the period ended December 31, 1994, which is
incorporated herein by this reference.
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, Johnson, and
Lawrence Friedman, formerly the Chairman of the Board and a director of the
Company. Ira 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 Ira Friedman and Richard Johnson.) The Company also issued 79,200
shares to Richard 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 Richard Johnson and Ira
Friedman). In addition, the Company issued 20,000 shares to Ira Friedman and
Richard 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, Lawrence
Friedman and Johnson 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 Company remained dependent on the services of Canton Financial
Services Corporation ("CFSC"), a wholly-owned subsidiary of Canton, during the
second quarter of fiscal year 1995. CFSC's services were initially retained
pursuant to the December 16, 1994 Settlement Agreement and later pursuant to a
Consulting Agreement effective on February 18, 1995. Please see the Company's
Form 10-KSB for the period ended December 31, 1994 for more information on the
Settlement Agreement and the Company's initial retainer of CFSC's services.
Pursuant to this 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 to the
Company. As discussed in "Item 2 -Management's Discussion and Analysis
(Subsequent to June 30, 1995)", AltaChem signed a stock exchange agreement with
the Company on December 8, 1995.
Through the efforts of CFSC, in the Spring of 1995 the Company was able
to settle debts with 16 of the Company's creditors. The terms typically offered
by the Company to its creditors involve the issuance of restricted shares of the
Class A common stock (valued at $2.00 per share) in the Company equal to 10% of
the amount of each debt in exchange for the creditors' complete discharge of
such liabilities. The Company issued 158,166 restricted shares of the Class A
common stock in exchange for the written discharge of $233,726 in debt. This
debt settlement campaign reduced the Company's accounts payable from $1,030,592
on December 31, 1994, to $725,750 on September 30, 1995. Although the Company is
still attempting to settle its existing liabilities, no assurances can be given
that any additional debts will be settled for a number of shares of common stock
acceptable to the Company.
The Company experienced changes in its management during the second
quarter when one of its directors, Christopher Swaner, resigned due to personal
reasons and not because of any disagreements or disputes with the Company or its
management in any respect, on March 30, 1995. Mark Knudson was appointed as a
director of the Company on March 30, 1995, to fill the vacancy created by Mr.
Swaner's resignation. Mr. Knudson subsequently resigned on July 31, 1995 without
any disagreements with the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (SUBSEQUENT TO JUNE
30, 1995).
Since June 30, 1995, 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. An additional transaction executed by
the Company after the second quarter was the purchase of $500,000 worth of media
credits on July 31, 1995, from Associated Reciprocal Traders ("ART"), a British
Virgin Island corporation, in exchange for 500,000 restricted shares of the
Company's Class A common stock.
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 legal and beneficial shareholders of AltaChem's common stock
("ACS"), include James Tilton, the Company's current chief executive officer and
one of its directors, and ADS Group, Inc., a Belgian corporation. James Tilton
is also ADS Group's chief executive officer. Aster De Schrijver, the Company's
Chairman of the Board and also one of its directors, is the president and the
majority shareholder of the ADS Group. Jane Zheng is the wife of James Tilton
and one of the Company's directors. These shares 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.
To encourage AltaChem and ACS 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. 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. Mr. Surber
resigned for personal reasons and with no disagreements or disputes with the
Company or its management.
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 June 30, 1995 was $0 compared to
$275,205 for the same period in 1994. Revenue for the six months ended June 30,
1995 was $0 compared to $427,096 for the six months ended June 30, 1994. Both
decreases can be attributable to the Company's lack of active operations.
The cost of revenues for the three months ended June 30, 1995 decreased
to $0 from $297,876 for the same period in 1994. The cost of sales during the
six months ended June 30 was $0 for 1995 and $392,826 for 1994. Since there was
no active operation during the first six months of 1995, the Company incurred $0
in cost of sales. Selling, general and administrative expenses for the three
months ended June 30, 1995 decreased to $59,902 from $522,926 for the three
months ended June 30, 1994. For the six months ended June 30, 1995, the Company
incurred $195,164 in selling, general, and administrative expenses compared to
$775,910 for the six months ended June 30, 1994. The decrease in selling,
general, and administration costs was due primarily to the Company's cessation
of all active operations.
The net loss for the three months ended June 30, 1995 was $59,902
compared to $574,085 for the same period in 1994. During the first six months of
1995, the Company incurred a net loss of $195,164 compared to $749,295 for the
first six months of 1994. The reduced level of net losses can be attributed to,
again, the Company's inactive status.
Capital Resources and Liquidity
The deficiency in working capital increased from $428,407 in the second
quarter of 1994 to $1,250,353 in the second quarter of 1995. This deterioration
was primarily attributable to the Company's liquidation of a majority of the
current assets 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 June 30,
1994.
In the second quarter of 1995, the Company issued 8,983 shares of its
Class A common stock to settle debts owed to various vendors. The Company also
issued 91,144 shares to Ira Friedman, formerly the president, chief executive
officer and a director of the Company for services rendered prior to 1995.
Richard T. Johnson, formerly the chief financial officer, vice president of
finance and a director of the Company, and Lawrence Friedman were issued 91,144
shares and 3,720 shares respectively for the same reason.
Net stockholders' deficit was $386,211 as of June 30, 1994 and
$1,208,640 as of June 30, 1995. The increase was due to the substantial loss
incurred for the year ended December 31, 1994 and loss sustained during the
first six months of 1995.
PART II
ITEM 1. LEGAL PROCEEDINGS
No legal proceedings against the Company were initiated during the
second quarter of 1995, and no pending legal proceedings involving the Company
had any material developments during the second quarter of 1995. For a
discussion of the pending legal proceedings involving the Company, please see
the Form 10-KSB 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 8 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 June 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 11th day of December 1995.
BRIA COMMUNICATIONS CORP.
By:
Name: /s/ Richard Lifschutz
Title: President
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 of like number from the Company's Form 10-KSB
for year ended December 31, 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
Form 10-KSB/A for the year ended December 31, 1994).
27 17 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.