Bria Communications Corp – ‘8-K’ for 10/15/98

As of:  Thursday, 11/19/98   ·   For:  10/15/98   ·   Accession #:  931731-98-384   ·   File #:  0-02549

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     10K 
 2: EX-10       Material Contracts                                     2      8K 

8-K   —   Current Report
Document Table of Contents

8-K
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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
------------------------------------------------------
(Exact name of registrant as specified in its charter)

  NEW JERSEY                    Q-2549                22-1644111
  ----------                    ------                ----------
(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
 -----------------------------------------------------
 (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                    
------                                                        

                  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                                        
------                                                        

                  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                                            
------                                                        

                  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
                                                    ----------------------------
                                                       James Tilton, President

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/19/98							None on these Dates
		11/18/98		3
		11/16/98		2
For Period End:		10/15/98		1		2
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