<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on November 12, 1996

File No.                                         Commission file number: Q-2549

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                         BRIA Communications Corporation
             (Exact name of registrant as specified in its charter)

         New Jersey                                         22-1644111
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

268 West 400 South, Suite 300, Salt Lake City, Utah                84101
-----------------------------------------------------             --------
     (Address of principal executive offices)                    (Zip code)

            1996 Stock Option Plan of BRIA Communications Corporation
                            (Full title of the plan)

   Richard Lifschutz, 268 West 400 South, Suite 300, Salt Lake City, UT 84106
            (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (801) 575-8073

                         CALCULATION OF REGISTRATION FEE
================================= =============== ======================== ========================= =================
Title of Securities to be         Amounts to be   Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered      Offering Price Per       Aggregate Offering Price  Registration Fee
                                                  Share(1)
================================= =============== ======================== ========================= =================
<S>                                    <C>          <C>                      <C>                       <C>    
Common Stock, issuable upon            2,500,000    $.50                     $1,250,000                $431.03
exercise of Options
================================= =============== ======================== ========================= =================
</TABLE>
(1)     Bona Fide estimate of maximum  offering price solely for calculating the
        registration  fee pursuant to Rule 457(h) of the Securities Act of 1933,
        based on the  average  bid and asked  price of the  registrant's  common
        stock as of October 25, 1996 a date within five  business  days prior to
        the date of filing of this registration statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan described herein.
<PAGE>
           PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            1996 Stock Option Plan of BRIA Communications Corporation
 Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading

Item 1.  Plan Information                               Section 10(a) Prospectus

Item 2.  Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by BRIA  Communications  Corporation,  a New
Jersey corporation (the "Company"),  with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:

     1. The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
December 31, 1995 filed with the Commission on October 3, 1996

     2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934,  as amended  (the  "Exchange  Act"),
since the end of the fiscal year ended December 31, 1995

     3.  The  description  of  the  Common  Stock  contained  in  the  Company's
Registration  Statement  on Form 10  pursuant  to  section  12(b)  or (g) of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  filed on April  28,  1969
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such  securities  then  remaining  unsold,  all reports and other  documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14, or
15(d) of the 1934 Act shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

     The Company's  Class A common  stock,  par value $0.001  ("Common  Stock"),
being registered  pursuant to this registration  statement is part of a class of
securities  registered  under  section  12 of  the  Securities  Act of  1933.  A
description  of such  securities  is  contained  in the  Company's  Registration
Statement on Form 10 under the 1934 Act,  filed with the Commission on April 28,
1969 and is incorporated  herein by reference.  (See "Item 3.  Incorporation  of
Documents by Reference.")
<PAGE>
Item 5. Interests of Named Experts and Counsel.

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers.

     The   Corporation's   Certificate  of   Incorporation   provides  that  the
Corporation  shall  indemnify  its officers  and  directors  for any  liability,
including reasonable costs of defense, arising out of any act or omission of any
officer or  director on behalf of the  Corporation  as long as there is no final
adjudication  in any  suit or  proceedings  establishing  that  the  officer  or
director  was  derelict  in his  duties  or that  the  board of  directors  also
determines that said officer or director was derelict in his duties.

     In  actions,  proceedings  and suits  involving  an officer or  director by
reason of his being or having been an officer or director, other than actions by
or in the right of the corporation, Title 14A:3-5(2) through Title 14A:3-5(6) of
the New  Jersey  Statutes,  permits a  corporation  to  indemnify  directors  or
officers  against  actual and reasonable  expenses,  including  attorneys  fees,
judgments,  fines and amounts paid in settlement. The New Jersey Statute applies
to actions,  proceedings or suits whether  civil,  criminal,  administrative  or
arbitrative   in   nature.   However,   unless   a  court   directs   otherwise,
indemnification  is  permissible  only if the  officer  or  director  meets  the
applicable   standard  of  conduct  and  indemnification  is  proper  under  the
circumstances.  In civil cases,  the standard of conduct requires the officer or
director to act in good faith and in a manner he or she  reasonably  believes to
be in or not  opposed to the best  interests  of the  corporation.  In  criminal
cases,  an  officer  or  director  meets the  standard  of  conduct if he had no
reasonable  cause to believe his conduct was  unlawful.  The board of  directors
acting through a quorum of disinterested  directors,  independent  legal counsel
designated  by the  board of  directors,  or the  shareholders  shall  determine
whether  indemnification  is proper  under  the  circumstances.  Termination  of
proceedings  by  judgment,  order,  settlement,   conviction  or  plea  of  nolo
contendere or its equivalent,  does not of itself  establish a presumption  that
the officer or director did not meet the applicable standard of conduct.

     In  actions  by or in the right of the  corporation,  the  corporation  may
indemnify an officer or director against  expenses  provided he or she satisfies
the applicable  standard of conduct.  However, a corporation cannot indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

     In all  proceedings,  whether  by or in the  right  of the  corporation  or
otherwise,  the New Jersey Statutes  require  indemnification  to the extent the
officer or director is  successful  on the merits or otherwise in defense of the
proceeding  or in defense of any claim,  issue or matter  therein.  A New Jersey
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The New Jersey Statute does not exclude other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.
<PAGE>
     The  foregoing  discussion of  indemnification  merely  summarizes  certain
aspects of  indemnification  provisions  and is limited by  reference to the New
Jersey Statutes and the Corporation's Bylaws, as amended.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the  "Securities  Act"), may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

Item 7.   Exemption from Registration Claimed.

     No restricted  securities are being  re-offered or resold  pursuant to this
registration statement.

Item 8. Exhibits.

     The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which begins on page 7.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement.

     (2) To treat,  for the  purpose  of  determining  any  liability  under the
     Securities  Act  of  1933,  each  such  post-effective  amendment  as a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on November 1, 1996.

                           BRIA Communications Corporation Inc.


                           By    /s/ Richard Lifschutz
                                 ----------------------------
                                 Richard Lifschutz, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Richard  Lifschutz power of substitution,  as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
has been  signed by the  following  persons  in the  capacities  and on the date
indicated.

Signature                      Title                           Date

/s/ Richard Lifschutz
------------------            President, Director              November 12, 1996
Richard Lifschutz


/s/ Joseph Shimron
-----------------             Vice-President and Director      November 12, 1996
Joseph Shimron


/s/ Isaac Lifschutz
-----------------             Secretary, Treasurer, Director   November 12, 1996
Isaac Lifschutz
<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1996

File No. 33-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                         BRIA Communications Corporation
                              (A Utah corporation)
<PAGE>

================================================================================
                                INDEX TO EXHIBITS
================================================================================

Exhibit No.       SEC Ref. No.      Description of Exhibit

     A                  4            1996 Stock Option Plan of the Company

     B                  5            Opinion of Counsel by Trent  Waddoups  with
                                     respect to the  legality of the issuance of
                                     securities being issued

     C                  23(a)        Consent  of  Andersen,  Andersen  & Strong,
                                     L.C., certified public accountants

     *                  23(b)        Consent of Counsel  (included in Exhibit C,
                                     above)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - BRIA COMMUNICATIONS CORP.", "secsgml_size_bytes": 17661}]
{"company-data": {"conformed-name": "BRIA COMMUNICATIONS CORP", "cik": "0000065231", "assigned-sic": "3390", "irs-number": "221644111", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16059", "film-number": "96662247"}, "business-address": {"street1": "268 WEST 400 SOUTH", "street2": "SUITE 310", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "former-company": [{"former-conformed-name": "METALLURGICAL INDUSTRIES INC", "date-changed": "19920703"}, {"former-conformed-name": "METALLURGICAL INTERNATIONAL INC", "date-changed": "19790920"}]}
As filed with the Securities and Exchange Commission on November 12, 1996

File No.                                         Commission file number: Q-2549

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         BRIA Communications Corporation
             (Exact name of registrant as specified in its charter)

         New Jersey                                         22-1644111
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

268 West 400 South, Suite 300, Salt Lake City, Utah                84101
-----------------------------------------------------             --------
     (Address of principal executive offices)                    (Zip code)

            1996 Stock Option Plan of BRIA Communications Corporation
                            (Full title of the plan)

   Richard Lifschutz, 268 West 400 South, Suite 300, Salt Lake City, UT 84106
            (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (801) 575-8073

                         CALCULATION OF REGISTRATION FEE
================================= =============== ======================== ========================= =================
Title of Securities to be         Amounts to be   Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered      Offering Price Per       Aggregate Offering Price  Registration Fee
                                                  Share(1)
================================= =============== ======================== ========================= =================
Common Stock, issuable upon            2,500,000    $.50                     $1,250,000                $431.03
exercise of Options
================================= =============== ======================== ========================= =================
(1)     Bona Fide estimate of maximum  offering price solely for calculating the
        registration  fee pursuant to Rule 457(h) of the Securities Act of 1933,
        based on the  average  bid and asked  price of the  registrant's  common
        stock as of October 25, 1996 a date within five  business  days prior to
        the date of filing of this registration statement.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan described herein.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

            1996 Stock Option Plan of BRIA Communications Corporation
 Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings        Prospectus Heading

Item 1.  Plan Information                               Section 10(a) Prospectus

Item 2.  Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by BRIA  Communications  Corporation,  a New
Jersey corporation (the "Company"),  with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:

     1. The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
December 31, 1995 filed with the Commission on October 3, 1996

     2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934,  as amended  (the  "Exchange  Act"),
since the end of the fiscal year ended December 31, 1995

     3.  The  description  of  the  Common  Stock  contained  in  the  Company's
Registration  Statement  on Form 10  pursuant  to  section  12(b)  or (g) of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  filed on April  28,  1969
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such  securities  then  remaining  unsold,  all reports and other  documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14, or
15(d) of the 1934 Act shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

     The Company's  Class A common  stock,  par value $0.001  ("Common  Stock"),
being registered  pursuant to this registration  statement is part of a class of
securities  registered  under  section  12 of  the  Securities  Act of  1933.  A
description  of such  securities  is  contained  in the  Company's  Registration
Statement on Form 10 under the 1934 Act,  filed with the Commission on April 28,
1969 and is incorporated  herein by reference.  (See "Item 3.  Incorporation  of
Documents by Reference.")
Item 5. Interests of Named Experts and Counsel.

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers.

     The   Corporation's   Certificate  of   Incorporation   provides  that  the
Corporation  shall  indemnify  its officers  and  directors  for any  liability,
including reasonable costs of defense, arising out of any act or omission of any
officer or  director on behalf of the  Corporation  as long as there is no final
adjudication  in any  suit or  proceedings  establishing  that  the  officer  or
director  was  derelict  in his  duties  or that  the  board of  directors  also
determines that said officer or director was derelict in his duties.

     In  actions,  proceedings  and suits  involving  an officer or  director by
reason of his being or having been an officer or director, other than actions by
or in the right of the corporation, Title 14A:3-5(2) through Title 14A:3-5(6) of
the New  Jersey  Statutes,  permits a  corporation  to  indemnify  directors  or
officers  against  actual and reasonable  expenses,  including  attorneys  fees,
judgments,  fines and amounts paid in settlement. The New Jersey Statute applies
to actions,  proceedings or suits whether  civil,  criminal,  administrative  or
arbitrative   in   nature.   However,   unless   a  court   directs   otherwise,
indemnification  is  permissible  only if the  officer  or  director  meets  the
applicable   standard  of  conduct  and  indemnification  is  proper  under  the
circumstances.  In civil cases,  the standard of conduct requires the officer or
director to act in good faith and in a manner he or she  reasonably  believes to
be in or not  opposed to the best  interests  of the  corporation.  In  criminal
cases,  an  officer  or  director  meets the  standard  of  conduct if he had no
reasonable  cause to believe his conduct was  unlawful.  The board of  directors
acting through a quorum of disinterested  directors,  independent  legal counsel
designated  by the  board of  directors,  or the  shareholders  shall  determine
whether  indemnification  is proper  under  the  circumstances.  Termination  of
proceedings  by  judgment,  order,  settlement,   conviction  or  plea  of  nolo
contendere or its equivalent,  does not of itself  establish a presumption  that
the officer or director did not meet the applicable standard of conduct.

     In  actions  by or in the right of the  corporation,  the  corporation  may
indemnify an officer or director against  expenses  provided he or she satisfies
the applicable  standard of conduct.  However, a corporation cannot indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

     In all  proceedings,  whether  by or in the  right  of the  corporation  or
otherwise,  the New Jersey Statutes  require  indemnification  to the extent the
officer or director is  successful  on the merits or otherwise in defense of the
proceeding  or in defense of any claim,  issue or matter  therein.  A New Jersey
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The New Jersey Statute does not exclude other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.
The  foregoing  discussion of  indemnification  merely  summarizes  certain
aspects of  indemnification  provisions  and is limited by  reference to the New
Jersey Statutes and the Corporation's Bylaws, as amended.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the  "Securities  Act"), may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

Item 7.   Exemption from Registration Claimed.

     No restricted  securities are being  re-offered or resold  pursuant to this
registration statement.

Item 8. Exhibits.

     The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which begins on page 7.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement.

     (2) To treat,  for the  purpose  of  determining  any  liability  under the
     Securities  Act  of  1933,  each  such  post-effective  amendment  as a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on November 1, 1996.

                           BRIA Communications Corporation Inc.

                           By    /s/ Richard Lifschutz
                                 ----------------------------
                                 Richard Lifschutz, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Richard  Lifschutz power of substitution,  as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
has been  signed by the  following  persons  in the  capacities  and on the date
indicated.

Signature                      Title                           Date

/s/ Richard Lifschutz
------------------            President, Director              November 12, 1996
Richard Lifschutz

/s/ Joseph Shimron
-----------------             Vice-President and Director      November 12, 1996
Joseph Shimron

/s/ Isaac Lifschutz
-----------------             Secretary, Treasurer, Director   November 12, 1996
Isaac Lifschutz
As filed with the Securities and Exchange Commission on November 12, 1996

File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                         BRIA Communications Corporation
                              (A Utah corporation)
================================================================================
                                INDEX TO EXHIBITS
================================================================================

Exhibit No.       SEC Ref. No.      Description of Exhibit

     A                  4            1996 Stock Option Plan of the Company

     B                  5            Opinion of Counsel by Trent  Waddoups  with
                                     respect to the  legality of the issuance of
                                     securities being issued

     C                  23(a)        Consent  of  Andersen,  Andersen  & Strong,
                                     L.C., certified public accountants

     *                  23(b)        Consent of Counsel  (included in Exhibit C,
                                     above)