U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number ....0-8155.... Breccia International Minerals Inc. (Exact name of small business issuer as specified in its charter) Delaware 73-0977756 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 1500 Midland Walwyn Tower, Edmonton, Alberta T5J 2Z2 (Address of principal executive offices) (Zip Code) (403) 496-9171 (Issuer's telephone number) (Former name, former address and former fiscal year,if changed since last report) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 [ ] Applicable only to corporate issuers State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date. As of October 31, 1998, 8,128,206 shares of common stock were issued and outstanding. Part 1 Item 1 - Financial Statements BRECCIA INTERNATIONAL MINERALS INC. Balance Sheet As at October 31, 1998 Expressed in U.S. Dollars (Unaudited) October 31 April 30 1998 1998 Assets Current Cash $ 503 $ 298 --------- -------- Total Assets $ 503 $ 298 ========= ========= Liabilities and Shareholders' Equity (Deficiency) Accounts Payable $ 8,305 $ 10,171 Owing to Affiliated Companies (Note 2) 208,023 172,915 ---------- -------- 216,328 183,086 Shareholders' Equity Share Capital (Note 3) 285,165 285,165 Deficit (500,990) (467,953) ---------- -------- (215,825) (182,788) ---------- -------- Total liabilities & equity $ 503 $ 298 ========== ========= BRECCIA INTERNATIONAL MINERALS INC. Statement of Operations and Deficit Expressed in U.S. Dollars (Unaudited) For the six months ended October 31, 1998 Quarter Six Ended Months Ended 1998 1997 1998 1997 Revenue Interest Income $ - $ - $ - $ - ------- ------- -------- -------- General and administration 14,420 16,658 33,037 36,758 ------- ------- -------- -------- Net loss for the period (14,420) (16,658) (33,037) (36,758) Deficit, beginning of period(486,570) (456,306) (467,953) (436,206) ------- -------- -------- --------- Deficit, end of period $(500,990) $(472,964) $(500,990) ($472,964) ======== ========== ========= ========= Loss per Share* $(0.007) $(0.002) $(0.004) $(0.005) ======== ========== ======== ======== * Based on 8,128,206 common shares, (1997-8,128,206) BRECCIA INTERNATIONAL MINERALS INC. Statement of Changes in Financial Position Expressed in U.S. Dollars (Unaudited) For the six months ended October 31, 1998 1998 1997 ------- ------- Cash provided by (used in) Operating Activities Net loss $(33,037) $(36,758) --------- ---------- Changes in working capital accounts Accounts & Advances payable 33,242 31,683 ---------- ---------- 205 (5,075) Financing Activities Capital stock issuance - - --------- ---------- Investing Activities Mineral Property - - ---------- ---------- (Decrease) increase in cash 205 (5,075) Cash, beginning of period 298 7,400 --------- ---------- Cash, end of period $ 503 $ 2,325 ========= ========== 1. Significant Accounting Policies Significant accounting policies are as follows: Incorporation Breccia International Minerals Inc. was incorporated under the laws of the State of Delaware on April 25, 1975 and renewed on March 18, 1994. Net Income (loss) per common share: The net income (loss) per common share is based on the number of $0.0001 par value common shares outstanding. 2. Related Party Transactions The Corporation has entered into the following transactions with related parties: The Corporation owes $208,023 for unsecured advances, professional fees and office sharing costs to companies affiliated with directors' of the Corporation. 3. Share Capital Authorized Seventy-five million (75,000,000) $.0001 par value common stock. 1998 1997 -------- ------- Issued 8,128,206 common stock $.0001 par value (1997-8,128,206) $285,165 $285,165 ========== ========= ITEM 2 Management Discussion and Analysis of Financial Condition and Results of Operations. 1. Material Changes in Results of Operation The results of the statement of loss indicates a loss of $33,037 for the six month period which represents transfer agent, legal and consulting fees necessary to maintain the Registrant current with its regulatory filing requirements. 2. Material Changes in Financial Condition The Registrant is exploring opportunities and reviewing proposals for the potential acquisition of solid performing businesses with long-term growth objectives. 3. Impact of the Year 2000 Issue The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. The effects of the Year 2000 Issue may be experienced before, on or after January 1, 2000. Because the Company has no assets, including any personal property such as computers, it is not anticipated that the Company will incur any negative impact as a result of this potential problem. However, it is possible that this issue may have an impact on the Company if the Company completes an acquisition prior to or shortly after the Year 2000. If this occurs, the Company intends to implement a Year 2000 compliant computer system in conjunction with the acquisition. Whether or not the Company completes an acquisition before or after the Year 2000, the Company recognizes the potential impact the Year 2000 Issue may have relative to its vendors, creditors and other service providers. The Company has reviewed its exposure to business interruption or substantial loss in these areas and presently believes that no risk of material adverse consequences exists. Nonetheless, the Company intends to further monitor the Year 2000 readiness of such entities and the potential impact thereof on the Company. Part II OTHER INFORMATION Item I. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to Vote of security holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8 - K NONE SIGNATURES 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. BRECCIA INTERNATIONAL MINERALS INC. Date: December 4, 1998 Don Caron Don Caron President Date: December 4, 1998 Richard Caron Richard Caron Director