December 2, 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.
SEC File No. 0-8155
Submission of Form 8-K
In accordance with current requirements of the Securities
Exchange Act, enclosed is a copy of Form 8-K.
Yours very truly,
Don P. Caron
Don P. Caron
President
DPC/tjw
Enclosure
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
December 2, 1997
(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.)
1500 Midland Walwyn Tower
Edmonton Centre T5J 2Z2
Edmonton, Alberta Canada (Postal Code)
403-496-9171
Registrant's telephone number, including area code
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Not applicable
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 December 2, 1997 the Registrant issued a press release pursuant
to a proposed change of name, change of directors and change of
control. Details of the press release are as follows:
The board of directors of Breccia International Minerals Inc. (the
"Registrant"), have by way of a resolution passed on December 2,
1997, approved a stock acquisition and plan of reorganization offer
submitted by A.J. Alda & Associates, Inc. ("AJA") by way of a Letter
of Intent dated November 28, 1997, to acquire 83% of the issued and
outstanding common control shares held by other parties through a
private transaction. Under the terms of the Letter of Intent, AJA
shall have until December 16, 1997 to perform all of its necessary
due-diligence and finalize certain terms and conditions which shall
be contained in the formalized stock acquisition and plan of
reorganization agreement. The closing date will be on or before
January 16, 1998. AJA is a privately held corporate finance
consulting firm that primarily specializes in the areas of
structuring leveraged management buyouts, reverse mergers, special
debt offerings, asset based lending syndication's and mergers and
acquisitions practice.
In the event AJA finalizes and completes the acquisition of the
controlling common shares of the Registrant then and under the
terms of the Letter of Intent: (a) the Registrant will formally
change its name to AJA Merchant Banking Corporation ("MBC"); and
(b) MBC will hold its first meeting of its new Board of Directors
adopting such amendments to its corporate charter as may be
necessary so that MBC may conduct the business of Merchant Banking
and Mergers and Acquisitions.
The intended business plan for MBC is to provide its shareholders
with maximum value through the participation of management and
reverse merger buyouts that MBC intends to conduct and/or
participate in as a parent holding company of its intended
projects. In accordance with the criteria of its intended
business plan, MBC anticipates to provide significant returns on
equity and total investment by identifying and acquiring undervalued
or management motivated private or publicly held companies in the
areas of existing technologies such as communications, circuitry,
computer hardware, emerging technology hardware components and
manufacturing of existing industrial products. The target size of
any identified acquisition target by MBC will not be lower than an
average of 25 million dollars in yearly revenue and all identified
corporations will have an average of at least 10 - 15 years of
satisfactory historical operations.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
None
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits required by the provisions of Item 601 of
Regulation S-K:
None
ITEM 8. CHANGE IN FISCAL YEAR
None
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: DECEMBER 2, 1997 BRECCIA INTERNATIONAL MINERALS INC.
PER: Donald P. Caron
DONALD P. CARON, PRESIDENT