7
SCHED13D.WAA
March 25, 1997
Securities and Exchange Commission
Office of Filings, Information and
Consumer Services
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attn: Filing Desk
Mail Stop S1-4
Re: Breccia International Minerals Inc.
(Formerly American Energy & Technology, Inc.)
SEC File No. 0-8155
Submission of 13D
On behalf of the client and in accordance with current requirements
of the Securities Exchange Act, enclosed is Schedule 13D.
Yours truly,
Don Caron
Don Caron
President
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
BRECCIA INTERNATIONAL MINERALS INC.
(Name of Issuer)
$0.0001 PAR VALUE COMMON STOCK
(Title of Class of Securities)
106440 10 0
(CUSIP Number)
R.D. CARON
#1500 MIDLAND WALWYN TOWER
EDMONTON, ALBERTA
403 496 9171
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 17, 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 the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box .
Check the following box if a fee is being paid with the statement
. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 025631 20 1 Page 2 of 3 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WESTERN AMERICA MINERAL RESOURCE FUND INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ALBERTA, CANADA
7 SOLE VOTING POWER
NUMBER OF 1,100,000
SHARES
8 SHARED VOTING POWER
BENEFICIALL N/A
Y
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH 1,100,000
REPORTING
PERSON 10 SHARE DISPOSITIVE POWER
WITH N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.53%
14 TYPE OF REPORTING PERSON*
IV
ITEM 1. SECURITY AND ISSUER
$0.0001 Par Value Common Stock.
Donald P. Caron, President
Edmonton, Alberta, Canada
ITEM 2. IDENTITY AND BACKGROUND
a) Western America Mineral Resource Fund Inc.
b) 1500 Midland Walwyn Tower, Edmonton, Alberta, Canada
c) Resource Investment Fund
d) No criminal convictions or actions during the last five years
e) No civil convictions or actions during the last five years
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds is from the investment capital of the company
and the amount of $11,000 US was the consideration for the
purchase.
ITEM 4. PURPOSE OF TRANSACTION
The purpose for the acquisition of securities of the issuer is to
provide sufficient working capital to repay trade creditors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) 1,100,000 $0.0001 Par Value Common Stock or 15.53% of the
total issued and outstanding shares.
b) 1,100,000 sole power to vote and dispose with no shared power
c) Western America Mineral Resource Fund Inc. and Breccia
International Minerals Inc. entered into a stock purchase
agreement dated February 17, 1997. Western America purchased
1,100,000 $0.0001 par value common stock for $0.01 per share.
d) n/a
e) n/a
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There is no further disclosure required
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Stock Purchase Agreement dated February 17, 1997 attached as
Exhibit 1
SIGNATURE
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.
Western America Mineral Resource Fund Inc.
March 24, 1997__________________ Richard Caron ________________
Date Signature
Director
EXHIBIT 1
February 17, 1997
BRECCIA INTERNATIONAL MINERALS INC.
1500 Midland Walwyn Tower
Edmonton, Alberta, CANADA
T5J 2Z2
Gentlemen:
The undersigned investor ("Investor") hereby irrevocably subscribes
for 1,100,000 shares of Common Stock of Breccia International
Minerals Inc. ( the "Shares"). The purchase price of each Share is
$0.01 for an aggregate consideration of $11,000 U.S., upon the
terms and conditions set forth in the agreement constituted by the
acceptance hereof.
The Investor delivers herewith a certified cheque or bank draft in
the amount of $11,000 U.S. made payable to the Company.
Alternatively, the aggregate subscription price may be wired to the
Company in accordance with the following instructions.
Upon receiving the $11,000 U.S., the Shares shall be validly
issued, fully paid and non-assessable and delivered to the
Investor.
Alberta Treasury Branch, Edmonton Main
10102 - 102 Avenue, Edmonton, Alberta, Canada
Transit No.: 07659
Bank No: 219
Account No.: 1204505-24
In consideration of your issuance of the Shares to the Investor,
the Investor hereby represents, warrants and convenants to you as
follows:
1. The Investor understands that the Shares have not been
registered under the Securities Act of 1933, as amended (the "Act")
on the grounds that the Shares are being issued in a transaction
exempt from the registration requirements of the Act, and have not
been registered under any state or foreign securities laws.
2. The Investor is acquiring an interest in the Shares solely for
the its own account for investment and not with a view to or for
resale in connection with any distribution thereof within the
meaning of the Act or any applicable state or foreign securities
laws.
3. By reason of business or financial experience, the Investor is
capable of evaluating the merits and risks of an investment in the
Shares, and is able to protect its own interest in connection with
the contemplated transactions.
4. The Investor is able to bear the economic risk of its
investment in the Shares.
5. The Investor has had access to and an opportunity to review
all documents and other materials requested of the Company, has
been given and opportunity to ask such questions of the Company's
officers concerning the terms and conditions of the offering and
the Company's business, operations, financial condition, assets,
liabilities and other relevant matters as it may have deemed
necessary or desirable, and have been given all such information as
it has requested, in order to evaluate the merits and risks of the
investment contemplated herein.
6. To the extent applicable, each certificate or other document
evidencing any of the Shares shall be endorsed with the legend set
forth below and the Investor covenants that, except to the extent
such restrictions are waived by the Company, it shall not transfer
the shares represented by any such certificate without complying
with the restrictions on transfer described in the legend endorsed
on such certificate:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") THE HOLDER HEREOF, PURCHASING SUCH SECURITIES, AGREES FOR THE
BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF AVAILABLE, OR (D) IN COMPLIANCE WITH CERTAIN OTHER
PROCEDURES SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF
TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE,
BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE " GOOD
DELIVERY", MAY BE OBTAINED FROM THE MONTREAL TRUST COMPANY OF
CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
DECLARATION, IN A FORM SATISFACTORY TO MONTREAL TRUST COMPANY OF
CANADA AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE
SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE
904 OF REGULATION S UNDER THE SECURITIES ACT".
7. The Investor covenants that in no event will it dispose of any
of the Shares in violation of the Act, including Regulation S
thereof, the Securities Exchange Act of 1934, as amended, or the
Rules and Regulations promulgated thereunder, or applicable state
laws and regulation related to the issuance of securities.
Furthermore, the Investor acknowledges that the Company will place
a notation in its records that the Shares cannot be transferred
absent compliance with the restrictions on transfer described in
this Agreement. Further, the Investor covenants that prior to the
effective date of the initial registration of the Company's
securities pursuant to the Act, it will not make or cause to be
made any public offering of the Shares, even if it is otherwise
permitted to so offer them, including pursuant to Rule 144(k)
promulgated under the Act.
"Investor"
WESTERN AMERICA ACQUISITIONS INC.
a Alberta, Canada corporation.
By : Richard Caron
Authorized Officer
ACCEPTED AND AGREED:
BRECCIA INTERNATIONAL MINERALS INC.
By : Donald P. Caron
Donald P. Caron, President
