Form 10-KSB
[As last amended in Release No. 34-38850, July 18 1997, effective September
2, 1997, 62 F.R.39755]
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended April 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
Commission file number 0 - 8155
BRECCIA INTERNATIONAL MINERALS INC.
(Name of small business issuer in its charter)
DELAWARE 73-9077756
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
#1500 Midland Walwyn Tower, Edmonton, Alberta, T5J 2Z2
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (403) 496-9171
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered under Section 12(g) of the Exchange Act:
$0.0001 Par Value Common Stock
(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities 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 X No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10KSB
or any amendment to this Form 10-KSB.[ ]
State issuer's revenues for its most recent fiscal
year 0.
As of April 30, 1998 8,128,206 $0.0001 par value common stock were issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Forms 8-K, see Item 13.
Part I
Item 1. Description of
Business
(a) Business Development
Breccia International Minerals Inc.("Registrant") was incorporated under the
laws of the State of Delaware on April 25, 1975. The Registrant's principal
offices are located at #1500 Midland Walwyn Tower, Edmonton, Alberta,
Canada, T5J 2Z2, and it's registered office is 1209 Orange Street,
Wilmington, New Castle, Delaware, 19801. The telephone number is
(403) 496-9171.
On March 18, 1994, the Registrant received a Certificate of Renewal from
the State of Delaware.
The Registrant held an annual meeting on February 14, 1997 and approved a
reverse stock split and redesignation of share capital. The Registrant
consolidated the issued and outstanding $0.01 par value common stock on basis
of one (1) $0.0001 par value stock for each twenty (20) $0.01 par value
common stock. The Registrant also redesignated the share capital to $0.0001
par value common stock and changed its name to Breccia International Minerals
Inc.
The Registrant has not been involved in any bankruptcy, receivership
or similar proceedings.
(b) Business of Issuer
In 1997/98, the Registrant entered into a Letter of Intent with a Canadian
corporate finance consulting firm to undertake a stock acquisition and plan
of reorganization resulting in the Registrant entering into the business of
management and reverse merger buyouts. In early 1998, following extensive
negotiations, a final agreement could not be reached and the transaction did
not close.
The Registrant continues to pursue viable avenues of growth in order to
maximize shareholder value and is optimistic for its prospects in 1998/99.
The Registrant owns no patents, trademarks, licenses, franchises, or
concessions.
The Registrant has no portion of its business which may be subject to
re-negotiation of profits or termination of contracts or subcontracts at the
election of the Government.
The Registrant has not conducted any research and development and no future
research is proposed at this time.
The Registrant has not made any material capital expenditures which
require environmental control facilities.
The Registrant currently has no full-time employees.
Item 2. Description of Property
The Registrant currently has no operations or interests in any properties
directly or throught ownership of partnership interests at April 30, 1998.
Item 3. Legal Proceedings
The Registrant knows of no pending or threatened material legal proceedings
to which the Registrant is a party of, and no such proceedings are known to
the Registrant to be contemplated by governmental authorities.
Item 4. Submission of matters to a vote of security holders.
No matter was submitted during the fourth quarter of the fiscal year covered
by this report to a vote of security holders, through the solicitation of
proxies or otherwise.
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
The Registrant's common stock is currently trading on the OTC Bulletin Board
under the symbol "BIMI"
Number of
Title of class Record holders
$0.0001 Par Value 1,890
Common Stock
Since the Registrant was quoted on the OTC Bulletin board on October 16,
1996 the low bid was $0.01 and the high bid was $6.00 with the most recent
close at $4.20. These quotations reflect inter-dealer prices, without retail
mark-ups, mark-downs or commission and may not represent actual transactions.
The source of the high and low bid information is provided by the Registrant's
market maker.
No dividends have ever been declared or paid with respect to the Registrant's
common stock. The Registrant has no present plans to pay dividends in the
foreseeable future.
Item 6. Management Discussion and Analysis or Plan of Operation
a) Plan of Operations
Due to uncontrollable market conditions in the mineral exploration sector,
the Registrant has shifted its focus away from mining and is exploring
other business opportunities.
In late 1997, the Registrant entered into a Letter of Intent with a Canadian
corporate finance consulting firm to undertake a stock acquisition and plan
of reorganization leading to the Registrant entering into the business of
management and reverse merger buyouts. In early 1998, following extensive
negotiations, a final agreement could not be reached and the transaction did
not close.
The Registrant continues to pursue viable avenues of growth in order to
maximize shareholder value and is optimistic for its prospects in fiscal
1998/99.
b) Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The results of the statement of loss for the fiscal year ended April 30, 1998
indicates a loss of $31,747 which represents transfer agent, legal and
consulting fees necessary to maintain the Registrant current with its
regulatory filing requirements.
The results of the statement of loss for the fiscal year ended April 30, 1997
indicates a loss of $304,131.
Item 7. Financial statements
See the following Financial Statements prepared by BDO Dunwoody Chartered
Accountants.
Item 8. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure
The Registrant has engaged BDO Dunwoody, Chartered Accountants of Edmonton,
Alberta, Canada to provide audited financial statements for the Registrant as
of April 30, 1998.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons
The following table sets forth, as of April 30, 1998, the names and ages of
all Directors and Executive officers of the Registrant, indicating all
positions and offices with the Registrant held by each person, and any
periods during which he served:
Name
Office Held As Director As Officer
Donald P. Caron 35 Pres. & Dir. April 30,1988 April 30,1988
- Present -Present
Richard D. Caron 43 V.P. &Dir. April 30,1988 April 30,1988
- Present -Present
Michael A. Trabysh 33 Director July 15,1996 N/A
-Present
The Registrant's Directors hold office until the next annual meeting of
shareholders. There is no arrangement or understanding between any Director
of the Registrant and any other person or persons pursuant to which such
Director was or is to be selected as a Director or a nominee for Director.
The Registrant's Executive Officers hold office at the appointment of the
Board of Directors. There is no arrangement or understanding between any
such Executive Officer and any other person pursuant to which such Executive
Officer was selected as an Officer of the Registrant.
The Registrant does not employ any person, other than the above named
Executive Officers, who make or are expected to make significant
contributions to the business of the Registrant.
Donald P. Caron, Director and Executive Officer, and Richard D. Caron,
Director and Executive Officer, are family related as brothers.
Following is a brief account of the business experience during the past five
years of each Director and Executive Officer of the Registrant who held
office as such on April 30, 1998.
Donald P. Caron, 35, is the President, Chief Executive Officer, Secretary
and Director of the Corporation. He is also Vice President and director
of Western Pacific Gold Inc., President and director of Western America
Resources Inc., a director of Norac Industries Inc. and a director of Las
Western Entertainment Inc., all publicly listed companies on The Alberta Stock
Exchange. Mr. Caron has been involved with the finance management and
administration of listed public companies for over eight years. He
specializes in finance, accounting, securities regulations, Stock Exchange
policies and investor/shareholder liaison.
Mr. Caron is Vice President of Western America Venture Group companies
administering venture funds and providing financing and administrative
services for public and private companies. He was instrumental in the
reorganization of First Canada Financial Corp. which is now Western Pacific
Gold Inc. and in Western America Resources Inc.'s acquisition of one of
Canada's largest manufacturers and distributors of equipment and supplies
for the resource sector. He has also advised and participated as a
principal in numerous mergers, acquisitions, and divestitures in Australia,
Germany, India, USA and Canada.
Richard D. Caron, 43, is the Vice President and Director of the Corporation.
Mr. R. Caron is President of Western America Venture Group, companies
administering investment funds and President of Mount-Western
Investments Inc., a venture fund. Mr. Richard Caron is also President
of Norac Industries Inc., Discovery Acquisitions Inc. and Las Western
Entertainment Inc., all publicly listed companies on the Alberta
Stock Exchange.
Michael A. Trabysh , 33, is a director of the corporation. Mr. Trabysh is
the Accounting Manager of Western America Venture Management Inc. and
specializes in public company reporting and compliance. Mr. Trabysh has eight
years of experience in financial accounting and holds status as a Certified
Management Accountant.
No event has occurred during the past five years which is material
to an evaluation of the ability or integrity of any Director.
Item 10. Executive Compensation
Directors and officers have received no remuneration for their services
other than as described in item 11 of this report.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth the number and percentage of shares of
Registrant's $0.0001 par value common stock (its only class of voting
securities) owned beneficially by any person, who, as of April 30, 1998,
is known to the Registrant to be the beneficial owner of 5% or more of such
common stock. Information regarding beneficial ownership was obtained from
the Registrant's stock transfer agent.
Number of Percent
Common Shares of
Name and Address Beneficially Common
Title of Class of Beneficial Owner Owned Shares
$0.0001 Par Value Barrington Global
Common Stock Fund Inc.(1) 6,625,000 82.0%
" West. America
Mineral Res. Fund (2) 1,100,000 14.0%
(1) The shares are owned by Barrington Global Fund Inc. a British Virgin
Island Corporation. The address of the beneficial owner is Unit 8, Mill
Mall, Tortola, BVI
(2) The shares are owned by Western America Mineral Resource Fund Inc., an
Alberta private Corporation, of which Donald P.Caron and Richard D.
Caron are Directors. The address of the beneficial owner is #1500
Midland Walwyn Tower, Edmonton Centre, Edmonton, AB, T5J 2Z2.
There are no arrangements, known to the Registrant, including pledge by
any person of securities of the Registrant, the operation of which may at a
subsequent date result in a change of control of the Registrant.
Item 12. Certain Relationships and Related Transactions
No Director or Officer of the Registrant, any nominee for election
as Director, any security holder who is known by the Registrant to own of
record or beneficially more than 5% of any class of the Registrant's voting
securities, or any relative or spouse of any of the foregoing persons, who
has the same home as such person or who is a Director or Officer of any
parent or subsidiary of the Registrant, had any transactions since the
beginning of the Registrant's last fiscal year or has any presently
proposed transactions, to which the Registrant was or is to be a party, in
which any of such persons had or is to have any direct interest, except as
follows:
As of the date of this report, Donald P. Caron, and Richard D. Caron,
Directors and Officers of the Registrant, are also Directors and Officers of
Western America Mineral Resource Fund Inc. and control 100% of the issued
and outstanding shares thereof.
The Registrant entered into a service agreement with an affiliated company
of the directors. The agreement relates to services provided to bring the
Company current with all its filings and into qualified trading status, and
to provide monthly services to maintain the Registrant current with all
regulatory filings. The amount payable related to this agreement is $125,850.
No Director or Officer of the Registrant, nominee for election as Director,
or any associate of any such Director, Officer or nominee was indebted
to the Registrant at any time since the beginning of the Registrant's last
fiscal year.
Item 13. Exhibits
FINANCIAL STATEMENTS
Title Page -
Financial Statements pg. 1-7
Reports on Form 8-K Incorporated By Reference: Form 8K Filed
on December 2, 1997 Consisting of:
Title Page
Items #1 through #8
Incorporated By Reference: Form 8K Filed
on January 21, 1998 Consisting of:
Title Page
Items #1 through #8
Exhibits -
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
(Registrant) BRECCIA INTERNATIONAL MINERALS INC.
By (Signature and Title) *(Signed) "Donald P. Caron"
Donald P. Caron, President
Date: JULY 24, 1998
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
(Registrant) BRECCIA INTERNATIONAL MINERALS INC.
By (Signature and Title) *(Signed) "Richard D. Caron"
Richard D. Caron, Vice President
Date: JULY 24, 1998
* Print the name and title of each signing officer under his signature.
Breccia International Minerals Inc.
Financial Statements
For the years ended April 30, 1998 and 1997
Contents
Auditors' Report 2
Financial Statements
Balance Sheet 3
Statement of Operations and Deficit 4
Statement of Changes in Financial Position 5
Summary of Significant Accounting Policies 6
Notes to Financial Statements 7
Auditors' Report
To the Shareholders of
Breccia International Minerals Inc.
We have audited the balance sheets of Breccia International Minerals Inc.
as at April 30, 1998 and 1997 and the statements of operations and deficit
and changes in financial position for the years then ended. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at April 30,1998 and 1997
and the results of its operations and the changes in its financial position
for the years then ended in accordance with generally accepted accounting
principles.
"BDO DUNWOODY"
Chartered Accountants
Edmonton, Alberta
July 7, 1998
Balance sheet
April 30 1998 1997
Assets
Current
Cash $ 298 $7,400
========= ==========
Liabilities and Shareholders'
Deficiency
Current
Accounts payable and accrued liabilities $10,171 $5,413
Due to related companies (Note 1) 172,915 153,028
------- -------
183,086 158,441
Shareholders' deficiency
Share capital (Note 3) 285,165 285,165
Deficit (467,953) (436,206)
-------- ---------
(182,788) (151,041)
--------- ---------
$ 298 $7,400
======== =========
On behalf of the board
Don Caron Director
Richard Caron Director
Breccia International Minerals Inc.
Statements of Operations and Deficit
For the years ended April 30
1998 1997
General and administrative
expenses, net of recoveries
being net loss for the year $(31,747) $(304,131)
Deficit, beginning of year (436,206) (132,075)
--------- ---------
Deficit, end of year $(467,953) $(436,206)
========= =========
Loss per share (Note 4) $ (0.004) $(0.115)
Breccia International Minerals Inc.
Statements of Changes in Financial Position
For the years ended April 30
1998 1997
Cash provided by (used in)
Operating activities
Net loss for the year $(31,747) $(304,131)
Changes in non-cash working
capital balances
Accounts payable and accrued
liabilities 4,758 2,751
Payable to affiliated companies 19,887 109,111
-------- ---------
(7,102) (192,269)
Financing Activity
Capital stock issuance - 196,000
-------- ---------
Increase (decrease)in cash
during the year (7,102) 3,731
Cash, beginning of year 7,400 3,669
-------- --------
Cash, end of year $298 $7,400
======== ========
Breccia International
Minerals Inc. Summary of
Significant Accounting Policies
April 30, 1998 and 1997
Nature of Business
Breccia International Minerals Inc. (formerly American Energy & Technology
Inc.) (the Company) is a public company incorporated on April 25, 1975 under
the laws of the State of Delaware, USA and renewed on March 18, 1994.
To April 30, 1998, the company has been involved in the process of
identifying and evaluating prospective business entities with a view
to the acquisition of a controlling or minority interest therein. Costs
related to these investigations are expensed as incurred. The successful
acquisition of the investment will also be dependent upon the company's
ability to obtain necessary financing at that time.
Basis of Presentation
These financial statements have been prepared according to Canadian
generally accepted accounting principles. However, as the U.S. dollar
is the principal currency in which the corporation's business is conducted,
these financial statements are presented in U.S. dollars.
Financial Instruments
The company as a part of its operations carries a number of financial
instruments. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments.
The fair values of these financial instruments approximate their carrying
values, unless otherwise noted.
Breccia International Minerals Inc.
Notes to Financial Statements
April 30, 1998 and 1997
1. Due to Related Companies
The amounts due to companies controlled by certain directors of the
company are unsecured and non-interest bearing.
2. Related Party Transactions
The Company paid general and administrative expenses of $60,000 (1997 -
$65,000) to companies controlled by directors of the Company.
In 1997, the Company paid finder's fees to a shareholder corporation in
the amount of $185,000. The consideration for these services included
the issuance of shares in the amount of $60,000 (Note 3).
3. Share Capital
Authorized
Seventy-five million (75,000,000) $0.0001 par value common shares.
Number of
Shares Consideration
Issued
Balance, April 30, 1996 8,041,475 $89,165
Issued for cash during 1997 12,500,000 125,000
One for twenty consolidation (19,513,269)
Issued for cash during 1997 1,100,000 11,000
Issued for services during 1997 6,000,000 60,000
----------- ----------
Balance, April 30, 1997 and 1998 8,128,206 $285,165
=========== ==========
At April 30, 1998, options to purchase 610,000 shares at $0.10 per share were
outstanding under a directors' stock option agreement. These options expire
in 2003.
4. Loss per Share
Loss per common share is calculated on the basis of the weighted average
number of common shares outstanding during the year. The weighted average
number of common shares amounted to 8,128,206 (1997 - 2,645,877).
Calculating the fully diluted loss per share produces immaterial differences
or anti-dilutive differences in each year.
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> APR-30-1998
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<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 298
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 298
<CURRENT-LIABILITIES> 183,086
<BONDS> 0
0
0
<COMMON> 285,165
<OTHER-SE> (467,953)
<TOTAL-LIABILITY-AND-EQUITY> 298
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<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (31,747)
<INCOME-TAX> 0
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<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,747)
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