FILER:
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
For the fiscal year ended April 30, 1999
[_] 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.)
4418 Patterdale Drive North, Vancouver, Canada V7R 4L8
(Address of principal executive offices) (Zip Code)
Issuer's telephone number 604.988.6886
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.
(1) Yes __X__ No _____
(2) Yes __X__ No _____
<PAGE>
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.[_]
Registrant's revenues for its most recent fiscal year is $0.
As of August 12, 1999 8,128,206 $0.0001 par value common stock were issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Form 8-K, see Part I, Item 1(b) and Item 13.
Part I
Item 1. Description of Business
(a) Business Development
Breccia International Minerals Inc.("Registrant"), formerly known as American
Energy & Technology Inc., was incorporated under the laws of the State of
Delaware on April 25, 1975. The Registrant's principal offices are located at
4418 Patterdale Drive North Vancouver Canada, V7R 4L8, and it's registered
office is 1209 Orange Street, Wilmington, New Castle, Delaware, 19801. The
telephone number is 604.988.6886.
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 re-designation 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 every twenty (20) $0.01 par value common
stock. The Registrant also re-designated the share capital to $0.0001 par value
common stock. The Registrant also changed its name from American Energy &
Technology Inc., to Breccia International Minerals Inc.
The Registrant has not been involved in any bankruptcy, receivership or similar
proceedings.
<PAGE>
(b) Business of Issuer
In 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 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.
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 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 (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. On or about 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. Finally, on or about April 12, 1999,
as a further condition of the Agreement, Donald Caron resigned as President,
Chief Executive Officer, Secretary and a Director of Registrant and Richard
Caron resigned as Vice President and a Director of Registrant.
<PAGE>
On May 21, 1999, the Registrant filed a Form 8-K, incorporated herein by this
reference, disclosing the Agreement and the Amendment.
The Registrant continues to pursue viable avenues of growth in order to maximize
shareholder value and is optimistic for its prospects in 1999/2000.
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 through ownership of partnership interests at April 30, 1999.
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
<PAGE>
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.
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 1999/2000. The
Registrant is currently in the process of identifying and evaluating prospective
business entities with the ultimate goal of acquiring a controlling or minority
interest therein.
(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
indicated a loss of $31,747 which represented transfer agent, legal and
consulting fees necessary to maintain
<PAGE>
the Registrant current with its regulatory filing requirements. For the period
ended April 30, 1999, the Registrant realized net income for the year of
$176,156 which was the result of gain realized by the Registrant upon the
cancellation of debt owed by the Registrant to companies controlled by former
directors of Registrant which were unsecured and non-interest bearing. Such debt
forgiveness occurred as a condition to the Stock Acquisition Agreement referred
to in Item 1(b).
Item 7. Financial statements
See the following Financial Statements prepared by BDO Dunwoody LLP, Chartered
Accountants and Consultants of Edmonton, Alberta, Canada.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
The Registrant has engaged BDO Dunwoody LLP, Chartered Accountants of Edmonton,
Alberta, Canada to provide audited financial statements for the Registrant as of
April 30, 1999.
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons
The following table sets forth, as of April 30, 1999, 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
- ---- ----------- ----------- ----------
Alnoor Kassam President, April 12, 1999 April 12,1999
CEO & -Present -Present
Director
-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.
<PAGE>
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.
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, 1999.
Alnoor Kassam is the President, Chief Executive Officer and the sole Director of
Registrant. Mr. Kassam's education and professional training includes studies at
the Institute of Chartered Accountants in England and Wales and at Liverpool
University. Mr. Kassam has also taken part in the Citibank Credit Risk Course,
Citibank Collections and Marketing Course and YPO University Mergers and
Acquisitions. From 1975 to 1979, Mr. Kassam was a manager/chartered accountant
for Harold Everett Wreford & Co., in London, England, where he was in charge of
auditing public and private companies. From 1979 to 1983, Mr. Kassam was Vice
President of Marketing for Empire Match Company. From 1983 to 1993, Mr. Kassam
was the President of Diners Club in Kenya. In 1996, Mr. Kassam co-founded
FamilyWare International, Inc., an Internet software company in Vancouver. Mr.
Kassam is the President of Glen Eden Realty Ltd, in Vancouver, British Columbia,
Canada where he manages a 300 room hotel on behalf of limited partners.
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
As of April 30, 1999, there are no persons known to the Registrant to be the
beneficial owner of 5% or more of Registrant's $.0001 par value common stock.
Information regarding beneficial ownership was obtained from the Registrant's
stock transfer agent.
As of April 30, 1999, there are no officers or directors of Registrant that own
shares of Registrant's $.0001 par value common stock.
<PAGE>
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:
Donald P. Caron, and Richard D. Caron, were Directors and Officers of the
Registrant as well as Directors and Officers of Western America Mineral Resource
Fund Inc. ("Western") and controlled 100% of the issued and outstanding shares
of Western at the time that the Registrant entered into the Stock Acquisition
Agreement and Plan of Reorganization ("Agreement") with Baycove Investments Ltd.
("Baycove") and Western whereby Western, controlled by Donald and Richard Caron,
sold 94% of Registrant's issued and outstanding $.0001 par value common stock to
Baycove.
The Registrant entered into a service agreement with an affiliated company of
Richard and Donald Caron, former officers and directors of Registrant. The
agreement relates to services provided to bring Registrant 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. The Stock Acquisition Agreement referred
to in Item 1(b) provides for the cancellation of this administrative and
management services contract.
The Registrant paid general and administrative expenses of $55,250
(1998-$60,000) to companies controlled by Richard and Donald Caron.
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.
<PAGE>
Item 13. Exhibits
FINANCIAL STATEMENTS
1 Auditor's Report F-1
2 Balance Sheets as of April 30, 1999 F-2
3 Statements of Operations and Deficits as of April 30, 1999 F-3
4 Statements of Changes in Financial Position as of April 30, 1999 F-4
5 Summary of Significant Accounting Principles F-5
6 Notes to the Financial Statements F-6
EXHIBITS
1 Report on Form 8-K Filed on May 21, 1999 E-1 through E-3
2 Stock Acquisition Agreement and Plan
of Reorganization between Registrant,
Baycove Investments Ltd. and Western
America Mineral Resource Fund Inc. E-4 through E-10
3 Amending Agreement E-11 through E-14
<PAGE>
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.
BRECCIA INTERNATIONAL MINERALS INC.
Date: August __, 1999 By /s/ Alnoor Kasaam
----------------------------------
Alnoor Kasaam, President
<PAGE>
[LETTERHEAD OF BDO Dunwoody LLP]
================================================================================
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, 1999 and 1998 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 audits.
We conducted our audits 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, 1999 and 1998
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.
/s/ BDO Dunwoody LLP
Chartered Accountants
Edmonton, Alberta
July 7, 1999
2
BDO Dunwoody LLP is a Limited Liability Partnership registered in Ontario
F1
<PAGE>
================================================================================
Breccia International Minerals Inc.
Balance Sheets
April 30 1999 1998
- --------------------------------------------------------------------------------
Assets
Current
Cash $ 259 $ 298
================================================================================
Liabilities and Shareholders' Deficiency
Current
Accounts payable and accrued liabilities $ 6,890 $ 10,170
Due to related companies (Note 1) -- 172,915
------------------------
6,890 183,085
========================
Shareholders' deficiency
Share capital (Note 3) 285,165 285,165
Deficit (291,796) (467,952)
------------------------
(6,631) (182,787)
------------------------
$ 259 $ 298
================================================================================
On behalf of the Board:
_________________________________________ Director
_________________________________________ Director
The accompanying summary of significant accounting policies and notes are an
integral part of these financial statements.
3
BDO
F2
<PAGE>
================================================================================
Breccia International Minerals Inc.
Statements of Operations and Deficit
For the years ended April 30 1999 1998
- --------------------------------------------------------------------------------
General and administrative expenses, net of recoveries $ (62,616) $ (31,747)
Gain on settlement of payable
to affiliated companies (Note 1) 238,772 --
----------------------
Net income (loss) for the year 176,156 (31,747)
Deficit, beginning of year (467,952) (436,205)
----------------------
Deficit, end of year $(291,796) $(467,952)
================================================================================
Income (loss) per share (Note 4) $ 0.022 $ (0.004)
================================================================================
The accompanying summary of significant accounting policies and notes are an
integral part of these financial statements.
4
BDO
F3
<PAGE>
================================================================================
Breccia International Minerals Inc.
Statements of Changes in Financial Position
For the years ended April 30 1999 1998
- --------------------------------------------------------------------------------
Cash provided by (used in)
Operating activities
Net income (loss) for the year $ 176,156 $ (31,747)
Item not involving cash
Gain on settlement of payable to affiliated
companies (238,772) --
----------------------
(62,616) (31,747)
Changes in non-cash working capital balances
Accounts payable and accrued liabilities (3,280) 4,758
Payable to affiliated companies 65,857 19,887
----------------------
62,577 24,645
----------------------
Decrease in cash during the year (39) (7,102)
Cash, beginning of year 298 7,400
----------------------
Cash, end of year $ 259 $ 298
================================================================================
The accompanying summary of significant accounting policies and notes are an
integral part of these financial statements.
5
BDO
F4
<PAGE>
================================================================================
Breccia International Minerals Inc.
Summary of Significant Accounting Policies
April 30, 1999 and 1998
- --------------------------------------------------------------------------------
Nature of Business Breccia International Minerals Inc. (the Company)
is a public company which was incorporated on
April 25, 1975 under the laws of the State of
Delaware, U.S.A. and was renewed on March 18,
1994.
To April 30, 1999, 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 Company's
business is conducted, these financial statements
are presented in U.S. dollars.
Financial Instruments The Company as 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.
6
BDO
F5
<PAGE>
================================================================================
Breccia International Minerals Inc.
Notes to Financial Statements
April 30, 1999 and 1998
- --------------------------------------------------------------------------------
1. Due to Related Companies
The amounts due to companies controlled by certain former directors of the
Company were unsecured and non-interest bearing. These amounts were
cancelled during the year.
- --------------------------------------------------------------------------------
2. Related Party Transactions
The Company paid general and administrative expenses of $55,250 (1998 -
$60,000) to companies controlled by directors of the Company.
- --------------------------------------------------------------------------------
3. Share Capital
Authorized
Seventy-five million (75,000,000) $0.0001 par value common shares
Issued
Number of
Shares Consideration
---------------------------
Balance, April 30, 1998 and 1999 8,128,206 $ 285,165
===========================
- --------------------------------------------------------------------------------
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 (1998 - 8,128,206).
Calculating the fully-diluted loss per share produces immaterial
differences or anti-dilutive differences in each year.
- --------------------------------------------------------------------------------
7
BDO
F6
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
STOCK ACQUISITION AGREEMENT
AND
PLAN OF REORGANIZATION
- --------------------------------------------------------------------------------
#1
- --------------------------------------------------------------------------------
THIS STOCK ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement")
is entered into and made this 15th day of March, 1999 by and between Baycove
Investments Ltd. ("Baycove") a private company incorporated in the Republic of
Ireland and Breccia International Minerals, Inc. ("BIMI"), a Delaware
corporation, and Western America Mineral Resource Fund Inc., an Alberta
corporation acting as vendor and agent for the control shares (the "Control
Shareholder").
EXPLANATORY STATEMENT
WHEREAS, BIMI is currently a public held corporation quoted on the National
Association of Securities Dealers ("NASD") Over the Counter Bulletin Board
having an authorized capital of 75,000,000 shares of Common Stock having a par
value of $0.0001 each of which 8,128,206 shares are issued and outstanding;
AND WHEREAS, Baycove desires to acquire from the Control Shareholder and the
Control Shareholder desires to sell and transfer to Baycove 7,627,500 shares of
Common Stock of the Control Shareholder's shares (the "Shares") representing
approximately 94% of the issued and outstanding shares of Common Stock of BIMI;
NOW THEREFORE, in consideration of the Explanatory Statement that shall be
deemed to be a substantive part of this Agreement, the mutual covenants,
promises, agreement, representations and warranties contained in this Agreement,
and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto do hereby covenant, promise, agree,
represent and warrant as follows:
1. CLOSING; PURCHASE OF SHARES.
1.01. Upon the execution of this Agreement, Baycove agrees to pay a
non-refundable US$10,000 deposit (the "Deposit") to the Control Shareholder for
an exclusive lock-up period expiring on 5:00 p.m. MST March 29th, 1999. The
Deposit is against the Purchase Price upon successful closing.
1.02. The closing (the "Closing") of the acquisition of the Shares provided for
by this Agreement shall take place on or prior to the 29th day of March, 1998
(the "Closing Date") at or before 5:00 p.m. MST, at the offices of Western
America Mineral Resource Fund Inc. located at 1500 Merrill Lynch Tower, 10205
- -101 St., Edmonton, AB, or at such other date, time and place as the parties may
agree in writing.
1.03. At the Closing, the Control Shareholder shall sell, transfer, convey, and
deliver to Baycove 7,627,500 Shares of Common Stock in BIMI, represented by one
or more stock certificates duly endorsed by the Control Shareholder for transfer
to the name of Baycove and Baycove shall pay to the Control Shareholder the sum
of Two Hundred Thousand Dollars (US$200,000) (the "Purchase Price") less the
Deposit described in Section 1.01 (US$190,000) at Closing by wire transfer, cash
or certified cashier's check in exchange for the said Shares.
BIMI Corporation
Stock Acquisition Agreement Page 1 of 7
and Plan of Reorganization
15th March 1998
<PAGE>
1.04. At the Closing and concurrent with the transfer of Shares as described in
Section 1.03, the Control Shareholder shall provide a Debt Forgiveness Agreement
to BIMI acknowledging the forgiveness of all debt owed to the Control
Shareholder and affiliates from BIMI.
1.05 At Closing all corporate records and books of accounts of BIMI including,
without limiting the foregoing, minute books and share register books, will be
delivered or caused to be delivered by BIMI to Baycove or as otherwise directed
by Baycove.
2. OTHER CLOSING CONDITIONS.
2.01. It is agreed that Western America Venture Management Inc. ("Western
America") will provide BIMI a letter canceling the existing administrative and
management services contract. The Parties may mutually agree to renew a contract
with BIMI and Western America for these services if desired.
2.02. The Board of Directors of BIMI will duly pass all resolutions and take all
such other proceedings as are necessary to cancel all existing stock options of
BIMI.
2.03. Richard Caron will deliver his respective written and signed resignation
as director of BIMI and Richard Caron will also tender his resignation as an
officer of BIMI made effective as of the Closing Date.
2.04. Don Caron will deliver his written and signed resignation as CEO,
President and director of BIMI made effective as of the Closing Date.
2.05. The Board of Directors of BIMI will duly appoint a nominee of Baycove as
President, CEO and as a director of BIMI effective as of the Closing Date.
2.06. The Board of Directors of BIMI will duly appoint a nominee of Baycove as
CFO, COO, and as a director of BIMI effective as of the Closing Date.
2.07. The Board of Directors of BIMI will duly appoint a nominee of Baycove as
Secretary and as a director of BIMI effective as of the Closing Date.
2.08. The new Board of Directors of BIMI will duly pass all banking resolutions
necessary to open new bank accounts of BIMI at such bank or banks as will be
determined by the Board of Directors of BIMI and to cancel all existing bank
accounts immediately after the completion of the transaction described in
Paragraph 1.03 herein.
3. REPRESENTATIONS AND WARRANTIES OF BIMI AND THE CONTROL SHAREHOLDER
To the best of their knowledge BIMI and the Control Shareholder, jointly end
severally, represent and warrant to Baycove as follows:
3.01. BIMI is, and will be as of the Closing, a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
with the exception of conducting an annual meeting of shareholders within
thirteen months of the last meeting. BIMI has, and at the Closing will have, the
BIMI Corporation
Stock Acquisition Agreement Page 2 of 7
and Plan of Reorganization
15th March 1998
<PAGE>
power and authority to own, lease and operate its properties and to conduct its
business as such business is now being conducted. A complete and correct copy of
the Articles of Incorporation (the "Charter") as amended, and the by-laws, as
amended, of BIMI, are attached to this Agreement and collectively comprise a
part this Agreement and are incorporated by reference herein, and no amendment
or other changes will be made thereto subsequent to the date hereof and prior to
the Closing.
3.02. BIMI is, and at the Closing will be, authorized to issue 75,000,000 shares
of Common Stock and has issued and outstanding, fully paid and non-assessable
eight million one hundred twenty eight thousand two hundred and six (8,128,206)
shares of Common Stock having a par value of $0.0001 each which constitutes all
of the issued and outstanding capital stock of BIMI. BIMI has not authorized
and/or issued any other class or classes of stock, or other equity securities.
Except as otherwise set forth herein, BIMI does not have outstanding, and at the
Closing will not have outstanding, any options to purchase, any rights or
warrants to subscribe for, any securities or obligations convertible into, or
any contracts or commitments to issue or to sell, any shares of the BIMI's
Common Stock or any such options, rights, warrants, convertible securities or
obligations.
3.03. When transferred, conveyed and delivered to Baycove upon payment of the
Purchase Price therefor, the Shares will be fully paid and non-assessable, free
and clear of all mortgages, pledges, liens, security interests, conditional sale
agreements, except as provided by this Agreement and the resale restrictions
arising under the Securities Laws, including without limitations Rule 144 under
the U.S. Securities Act of 1933. Control Shareholder has the full legal right,
power and authority to transfer and sell the Shares to Baycove in accordance
with the terms of this Agreement.
3.04. Attached hereto and incorporated by reference herein is the latest Annual
Report on Form 10-KSB for BIMI as filed with the Securities and Exchange
Commission (the "SEC") pursuant to Regulation 13A promulgated under Section
13(a) of the Securities and Exchange Act of 1934 (the "Exchange Act") and
complying with all requirements of regulation S-K or S-B, whichever shall apply.
3.05. Attached hereto end incorporated herein by reference are each of the
Quarterly Reports (Form 10-QSB) filed with the SEC since the date of the latest
Annual Report and filed pursuant to Regulation 13A promulgated under Section
13(a) of the Exchange Act, each of which comply with all requirements of
regulation S-K or S-B, whichever shall apply.
3.06. Attached hereto and incorporated herein by reference is the tax return
filed by BIMI for the fiscal year ended 1998 and BIMI has filed all tax returns,
federal, state and local, and all related tax information required to be filed
prior to the date hereof, and at the Closing shall have filed all returns,
federal, state and local, and all related information required to be filed prior
to the Closing.
3.07. Since March 18, 1994 (The Certificate of Renewal date authorized by the
State of Delaware);
3.07.01. The business of BIMI has been operated, and prior to the Closing will
be operated, only in the ordinary course.
3.07.02. There has not been, and prior to the Closing there will not be, any
material adverse change, individually or in the aggregate, in BIMI condition
(financial or otherwise) or in BIMI's assets, liabilities or business other than
described herein.
BIMI Corporation
Stock Acquisition Agreement Page 3 of 7
and Plan of Reorganization
15th March 1998
<PAGE>
3.07.03. There has not been, and prior to the Closing there will not be, any
damage, destruction or loss or other events or conditions of any character, or
any pending or threatened developments, individually or in the aggregate, which
would materially and adversely affect BIMI condition (financial or otherwise) or
BIMI's assets, liabilities or business.
3.08. At Closing there will be, no material action, suit proceeding or
investigation pending or threatened against or affecting BIMI or any of its
assets. BIMI is not, and at the Closing will not be, in default under or with
respect to any judgment, order, writ, injunction or decree of any court or of
any federal, state, municipal or other governmental authority, department,
commission, board, and is not, and at the Closing will not be, in default under
or in material breach of any material contract, agreement, commitment or other
instrument to which it is subject or a party or under which it is bound.
3.09. The Board of Directors of BIMI, pursuant to the power and authority
legally vested in them, have duly authorized the execution, sealing and delivery
of this Agreement by BIMI and the transactions contemplated herein.
3.10. Attached hereto and incorporated by reference herein is a list of all
officers and directors of BIMI together with a tendered resignation form.
4.0 REPRESENTATIONS AND WARRANTIES OF BAYCOVE.
Baycove represents and warrants to BIMI and the Control Shareholder as follows:
4.01. Baycove is, and at the Closing will be, a corporation duly organized,
validly existing and in good standing under the laws of the Republic of Ireland.
4.02. The Board of Directors of Baycove, pursuant to the power and authority
legally vested in it, has duly authorized the execution, sealing and delivery of
this Agreement by Baycove and the transactions hereby contemplated, and no
action, confirmation or ratification by the members of Baycove or by any other
person, entity or governmental authority is required in connection therewith.
Baycove has the power and authority to execute, seal and deliver this Agreement,
to consummate the transactions hereby contemplated and to take all other actions
required to be taken by it pursuant to the provision, hereof.
5.0 FURTHER UNDERSTANDING AND AGREEMENTS.
5.01. Baycove understands that the Shares have not been registered under the
U.S. Securities Act of 1933 or any state or provincial securities laws
(collectively, "Securities Laws") in reliance upon an exemption from
registration accorded for nonpublic offerings. Baycove further recognizes that
the Shares may not be sold unless they and the transaction in which they are to
be sold has been registered under the Securities Laws or an exemption from
registration is available for such sale. Baycove accepts that the Shares will
each bear a legend to that effect. Further, Baycove recognizes that BIMI has
made no representations as to registration of the Shares under the Securities
Laws. Baycove represents and warrants to BIMI and the Control Shareholder that
the Shares being acquired by Baycove pursuant to this Agreement are being
acquired by Baycove for investment for its own account or acting as trustee on
behalf of certain accredited or sophisticated third parties for their own
account and not with a view to resale of distribution. Baycove promises that it
will not sell, hypothecate, transfer or otherwise dispose of the Shares, or
attempt so to do, unless they have been registered, to the extent applicable,
under the
BIMI Corporation
Stock Acquisition Agreement Page 4 of 7
and Plan of Reorganization
15th March 1998
<PAGE>
Securities Laws or, in the opinion of counsel reasonably acceptable to BIMI and
it counsel, an exemption from registration is available. Baycove acknowledges
and represents that the terms of its purchase of the Shares were established by
negotiations between Baycove and Control Shareholder's representative, and in
connection therewith, Baycove was given access to the relevant information it
requested concerning BIMI's condition and operations, and the opportunity to ask
questions of and receive answers from BIMI's representatives. Baycove is
knowledgeable and experienced in financial and business matters and, on the
basis of the information it received concerning BIMI`s condition and operations,
Baycove is in a position to make an informed investment decision concerning its
investment in the Shares and the risks attending such investment. Further, in
light of its financial position, Baycove is able to bear the economic risks of
investment in the Shares. Baycove hereby consents and agrees that BIMI may
imprint on any certificate evidencing the Shares an appropriate legend or
notification to the effect that such shares are not freely transferable and may
be transferred only in compliance with applicable securities laws. Baycove
hereby expressly promises not to offer for sale or sell any of the Shares, or
any interest therein, except in compliance with the Securities Act and other
applicable securities laws and regulations.
6.0 MISCELLANEOUS.
6.01. Immediately after the termination of the said Western America services
agreement, the new Board of Directors of BIMI will make such other arrangements
and enter into such other administrative and management agreements as it deems
to be in the best interests of BIMI with respect to such matters noting that an
8K is due to disclose a change of control.
6.02. Donald Caron, President of BIMI and the Control Shareholder, and Rene
Pool, are hereby authorized and empowered by the Board of Directors of BIMI and
Baycove, respectively, to enter into this Agreement, and the signatures of
Donald Caron and Rene Pool shall act as the seal of BIMI, the Control
Shareholder and Baycove, respectively, therefore, binding Baycove, BIMI, Baycove
and the Control Shareholder to all representations and warranties, covenants,
obligations, understandings and agreements contained herein.
6.03 All of the covenants, promises, agreements, representations and warranties
set forth in this Agreement shall terminate immediately on Closing.
6.04. All writings, notices, request, demands, consents, and other
communications which are required or may be given under this Agreement
(collectively, the "Notices") shall be in writing and shall be given either (a)
by personal delivery against a receipt copy, or (b) by certified or registered
U.S. or Canadian mail, return receipt requested, postage prepaid, to the
following addresses:
If to Baycove: Irene Poole
1818 -- 1177 West Hastings
Vancouver, B.C.
If to BIMI: Breccia International Minerals Inc.
1500 Merrill Lynch Towcr
Edmonton, Alberta T5J 2Z2
BIMI Corporation
Stock Acquisition Agreement Page 5 of 7
and Plan of Reorganization
15th March 1998
<PAGE>
If to the Control Donald P. Caron, President
Shareholder: Western America Mineral Resource Fund Inc.
1500 Merrill Lynch Towcr
Edmonton, Alberta T5J 2Z2
Any such writing, notice or communication shall be deemed given when received at
the address specified above.
6.05. This Agreement shall be governed by and construed and enforced in all
respects in accordance with the laws of the state of Delaware.
6.06. This Agreement contains the full and complete agreement between the
parties hereto. No promises, representation, warranties or covenants have been
given by either party except as expressly set forth herein. This Agreement may
be amended only by an instrument in writing executed, sealed and delivered by
all of the parties hereto.
6.07. Nothing expressed or implied in this Agreement is intended or shall be
construed to confer or give any person or entity other than the parties hereto
any rights or remedies under or by reason of this Agreement.
6.08. This Agreement may be executed simultaneously or in counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same instrument.
6.09. Unless the context otherwise requires, the words such as "herein",
"hereby", "hereto", "hereof", "hereunder" and "hereinafter" refer to this
Agreement as a whole and not merely to a Section in which such words appear. As
used herein and unless the context otherwise requires, the singular shall
include the plural and vice-versa, and the masculine gender shall, include the
feminine and neuter, and vice-versa.
6.10. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
assigns.
6.11. The headings for this Agreement are intended for convenience of reference
only and shall be given no effect in the construction or interpretation of this
Agreement.
6.12. In the event that any provision of this Agreement is determined to be
illegal or unenforceable it shall be considered separate and severable from this
Agreement and the remaining provisions hereof shall remain in force and are
binding upon the parties hereto as though the provisions had never been
included.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
BIMI Corporation
Stock Acquisition Agreement Page 6 of 7
and Plan of Reorganization
15th March 1998
<PAGE>
IN WITNESS WHEREOF, the parties have executed, sealed and delivered this
Agreement as of the day and year first above written.
WITNESS/ATTEST: BAYCOVE INVESTMENTS LTD.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
------------------- ------------------------
by:
BRECCIA INTERNATIONAL
MINERALS, INC.
/s/ [ILLEGIBLE] /s/ Donald Caron
------------------- ------------------------
by: Donald Caron, President
WESTERN AMERICA MINERAL
RESOURCE FUND INC.
/s/ Donald Caron
------------------------
by: Donald Caron, President
BIMI Corporation
Stock Acquisition Agreement Page 7 of 7
and Plan of Reorganization
15th March 1998
AMENDING AGREEMENT
- --------------------------------------------------------------------------------
#1
- --------------------------------------------------------------------------------
THIS AMENDING AGREEMENT (this "Agreement") is entered into and made this 12th
day of April, 1999 by and between Baycove Investments Ltd. ("Baycove") a private
company incorporated in the Republic of Ireland and Breccia International
Minerals, Inc. ("BIMI"), a Delaware corporation, Western America Mineral
Resource Fund Inc, an Alberta corporation acting as vendor and agent for the
BIMI common shares (the "Agent") and the parties set out in the First Schedule
hereto (the "Purchasers").
EXPLANATORY STATEMENT
WHEREAS, by agreement, dated March 15, 1999 (the "Agreement"), BIMI, the Agent
and Baycove agreed that Baycove, as trustee, would acquire 7,627,500 shares of
common stock of BIMI from WAM for US$200,000;
AND WHEREAS, Baycove desires to embody the Purchasers as a party to the
Agreement;
AND WHEREAS, the Parties have determined to increase the purchase price by US$
125,000 to reflect an increase of 100,000 Shares being purchased by the
Purchasers;
AND WHEREAS, Baycove agrees to borne the cost of preparing and filing a
Registration Statement;
NOW THEREFORE, in consideration of the Explanatory Statement that shall be
deemed to be a substantive part of this Amending Agreement, the mutual
covenants, promises, agreements, representations and warranties contained in
this Amending Agreement, and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the parties hereto do hereby
covenant, promise, agree, represent and warrant as follows:
The Agreement is hereby amended as follows:
(a) Paragraph 1.02 of the Agreement is amended as follows:
"The closing (the "Closing") of the sale and purchase of the Shares shall be
effective immediately upon Baycove, BIMI and the Agent executing this Amending
Agreement and the Purchase Price being received and released to the Agent at or
before 5:00 p.m. MST Monday April 12, 1999 (the "Closing Time").
(b) Paragraph 1.03 of the Agreement is amended as follows:
"At Closing, the Agent shall sell, transfer, convey, and deliver to Baycove and
or the Purchasers 7,727,500 Shares of Common Stock in BIMI, represented by one
or more stock certificates duly endorsed for transfer to the Purchasers in the
amounts specified and the Purchasers shall pay to the Agent the sum of Three
Hundred and Fifteen Thousand Dollars (US$315,000) (the "Purchase Price") by wire
transfer."
(c) Paragraph 2.06 of the Agreement is deleted.
(d) Paragraph 2.07 of the Agreement is deleted.
(e) Paragraph 2.08 of the Agreement is deleted.
(f) Paragraph 6.03 of the Agreement is deleted.
(g) Each of the Purchasers hereby acknowledges and agrees that such Purchaser
is becoming a party to the Agreement, as amended hereby, and is bound
thereby and hereby. Without limiting the foregoing, each Purchaser hereby
makes to BIMI and the Control Shareholder, for and on behalf of such
Purchaser, the representations, warranties, acknowledgements, agreements
and promises set forth in Section 5.01 of the Agreement.
Page 1 of 4
BIMI Corporation
Amending Agreement
12th April 1999
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Amending
Agreement as of the day and year first above written.
WITNESS/ATTEST: BAYCOVE INVESTMENTS LTD.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
------------------------
BRECCIA INTERNATIONAL
/s/ [ILLEGIBLE] MINERALS, INC.
/s/ Donald Caron
------------------------
by: Donald Caron, President
WESTERN AMERICA MINERAL
RESOURCE FUND INC.
/s/ Donald Caron
------------------------
by: Donald Caron, President
Page 2 of 4
BIMI Corporation
Amending Agreement
12th April 1999
<PAGE>
FIRST SCHEDULE
SCHEDULE OF PURCHASERS
NAME: GLOBAL SECURITIES CORPORATION IN TRUST FOR
1. ERIC EDMEADES
2. AMANDA EDMEADES
3. JOANNE BERGMAN
4. JEAN MARIE BERGMAN
5. TAYLOR OIL PRODUCTS
6. TOPIX TRADING
7. SILVER STREET HOLDINGS
8. CAYMAN ISLAND SECURITIES
9. CIS/RUMPOINT
10. ROBERT HOEGLER
11. TAZIM MAWJI
12. ORBIT LEASING
13. SEXTANT SMALL CAP FUND
14. LA CASSE
15. GRAHAM ANDREWS
Page 3 of 4
BIMI Corporation
Amending Agreement
12th April 1999
<PAGE>
16. TORO HOLDINGS
17. PAULINA HOLMAN
18. E. EHRLICH
19. HEIDE KRAUSE
20. COFIGEST
21. ___________________
22. ___________________
23. ___________________
24. ___________________
25. ___________________
Page 4 of 4
BIMI Corporation
Amending Agreement
12th April 1999
