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
January 31, 2000
(Date of Report)
NANO WORLD PROJECTS CORPORATION
(Exact name of registrant as specified in it charter)
Delaware
(State or other jurisdiction of incorporation)
0-8155 73-0977756
(Commission File Number No.) (I.R.S. Employer Identification No.)
4418 Patterdale Drive, North Vancouver, British Columbia, Canada V7R 4L8
(Registrant's Address) (Postal Code)
604.988.6886
Registrant's telephone number, including area code
Breccia International Minerals, Inc.
(Former name, if changed since last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On or about January 31, 2000, Breccia International Minerals, Inc., a Delaware
corporation ("Registrant"), entered into a Stock Purchase Agreement
("Agreement") with various shareholders ("Selling Shareholders") of Nano World
Colloid & Coating LLC ("Coating LLC"), a corporation incorporated under the laws
of the state of Wyoming (the Agreement is attached to this Form 8K as Exhibit
2). Pursuant to the terms of then Agreement, the Registrant purchased from the
Selling Shareholders 1,000 shares, representing 100% of the issued and
outstanding shares of Coating LLC. In exchange, the Registrant agreed to deliver
to each Selling Shareholder the sum of $5,000 and 5,000 shares of Registrant's
$.0001 par value common stock for each Coating LLC share. As such, the total
consideration paid for all of the issued and outstanding shares of Coating LLC
was $500,000 and 5,000,000 of the Registrant's $.0001 par value common stock.
The purchase price was to be paid by delivery of a 180-day promissory note and
the delivery of the share certificates representing the 5,000,000 shares to an
agent acting on behalf of the Selling Shareholders.
Coating LLC owns the rights to the technology known as the Dynamic Thin Laminar
Flow ("DTLF") method. The DTLF method was invented and patented in 1997 with the
goal of rendering monolayer preparations compatible with industrial standards.
With the DTLF method, it is possible to produce monolayers of particles of
either organic or inorganic material and apply them to either solid or liquid
surfaces to produce a protective layer.
One of main applications is in the area of filtration. Modern filters are mostly
made with fibers randomly stacked on top of each other. We believe that the
current construction of modern filter results in a considerable loss of
efficiency. The filter produced using the DTLF method will be a membrane with a
maximum density of pores, all having the same diameter. The production process
will be automated, thus providing for the consistency of quality. We believe
that a nanofilter produced using the DTLF method will produce a more efficient
and effective filter. Typically, the nanofilter will be mounted on a supporting
screen and air will apply pressure on the nanofilm surface.
The main advantages of the nanofilter produced using the DTLF method include:
(1) The pre-determined filter diameter will ensure that all pores are equal; (2)
in situ regeneration will allow for the easy elimination of dust using a simple
back flow; (3) low costs of monolayer fabrication; (4) an exceptional flow rate
due to maximum porosity and minimum thickness; and (5) a longer life because the
increased number of pores per unit surface will take longer to fill and the
small mass of the nanofilter will allow for the usage of several square meters,
giving the nanofilter a longer life.
We believe that given the lightweight construction of the nanofilter and its
performance in tests we anticipate that it will be primarily marketed towards
the electronic industry, hospitals and aerospace companies. We believe that the
nanofilter also has applications in the military for the prevention and blocking
of viruses and other bacteriological matter.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
On or about February 18, 2000, and after obtaining the necessary corporate and
shareholder consent, Alnoor Kassam, President and Secretary of Registrant,
executed a Certificate of Amendment of the Certificate of Incorporation of
Breccia International Minerals, Inc., changing the Registrant's name to Nano
World Projects Corporation.
Concurrent with the name change, Registrant also changed the CUSIP Number of its
$.0001 par value common stock from 106440100 to 63007P105. Registrant also
changed its symbol from "BIMI" to "NAPH". The symbol change will be effective as
of March 1, 2000.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Stock Purchase Agreement between Registrant and Nano World Colloid &
Coating LLC and its Selling Shareholders.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
None.
ITEM 8. CHANGE IN FISCAL YEAR
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.
DATE: February 29, 2000 NANO WORLD PROJECTS CORPORATION
/s/ Alnoor Kassam
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Alnoor Kassam, PRESIDENT