SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 15, 1999
(Date of Report)
BRECCIA INTERNATIONAL MINERALS INC.
(Exact name of registrant as specified in it charter)
Delaware
(State or other jurisdiction of incorporation)
0-8155 73-0977756
(Commission File Number) (I.R.S. Employer Identification No.)
4418 Patterdale Drive
North Vancouver
B.C.
CANADA
V7R 4L8
(Postal Code)
604 988 6886
Registrant's telephone number, including area code
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On or about March 15, 1999, Registrant entered into a Stock Acquisition
Agreement and Plan of Reorganization ("Agreement") with Baycove Investments Ltd.
("Baycove"), a private company incorporated in the Republic of Ireland, and
Western America Mineral Resource Fund Inc. ("Western"), an Alberta corporation.
Pursuant to the terms of the Agreement, Baycove was to purchase from Western,
7,627,500 shares of Registrant's common stock for the total consideration of
US$200,000. The shares to be purchased by Baycove represented, at the time of
the Agreement, ninety-four percent (94%) of Registrant's total issued and
outstanding common stock. At the closing, Western was to transfer to Registrant
a Debt Forgiveness Agreement acknowledging the forgiveness of all
<PAGE>
debt owed to Western and its affiliates from Registrant. Also at the closing,
Registrant was to deliver to Baycove all of its corporate records and books. The
Agreement also provided for the following: (i) Registrant's Board of Directors
to take all necessary steps to cancel all existing stock options of Registrant;
(ii) Registrant's Board of Directors to appoint a nominee of Baycove as
president, chief executive officer and as a director of Registrant; and (iii)
Richard and Don Caron were to deliver written resignations as directors and
officers of Registrant.
On or about April 12, 1999, Registrant, Baycove and Western entered into an
agreement to amend the Agreement (the "Amendment"). The Amendment provided that
(i) the ultimate record holders of the shares (the "Record Holders") transferred
under the Agreement were included as parties to the Agreement; (ii) the shares
transferred under the Agreement increased by 100,000 to 7,727,500; and (iii) the
purchase price was increased by US$125,000 to US$325,000. The subject shares
were purchased by twenty (20) separate Record Holders.
On or about April 12, 1999, the Agreement and the Amendment were approved by
Registrant's Board of Directors.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
On April 12, 1999, as a condition of the Agreement, the Board of Directors
of Registrant appointed Alnoor Kassam as the president and a director of
Registrant.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On April 12, 1999, as a condition the Agreement, Donald Caron and Richard
Caron, members of Registrant's Board of Directors, after appointing Alnoor
Kassam as a member of that Board of Directors, resigned as directors and
officers of Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
None
ITEM 8. CHANGE IN FISCAL YEAR
None
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATE: May __, 1999 BRECCIA INTERNATIONAL MINERALS INC.
/s/ Alnoor Kassam,
---------------------------------------
Alnoor Kassam, PRESIDENT
