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 JULY 31, 1999 [ ] 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 8155 73-0977756 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 4418 Patterdale Drive, North Vancouver, British Columbia, Canada V7R 4L8 (Address of principal executive offices) (Zip Code) (604) 970-2726 (Issuer's Telephone Number, including Area Code) Thomas E. Stepp, Jr. Stepp & Beauchamp LLP 1301 Dove Street, Suite 460 Newport Beach, California 92660 Telephone: 949.660.9700 Facsimile: 949.660.9010 (Name, Address and Telephone Number of Agent for Service) 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. [X] Yes [ ] 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 September 31, 1999, 8,128,206 shares of common stock were issued and outstanding. PART I Item 1. Financial Statements NOTICE TO READER I have compiled the balance sheet of Breccia International Minerals Inc. as at July 31, 1999 and the statements of operations and deficit for the period May 1, 1999 to July 31, 199 from information provided by management. I have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of such information. Readers are cautioned that these statements may not be appropriate for their purposes. ALNOOR SAMJI CHARTERED ACCOUNTANT North Vancouver, B.C. September 2, 1999 BRECCIA INTERNATIONAL MINERALS INC. BALANCE SHEET (UNAUDITED - SEE NOTICE TO READER) JULY 31, 1999 ASSETS July 31 April 30 1999 1999 CURRENT Cash $ 10,597 $ 259 =============================================================================== LIABILITIES AND SHAREHOLDERS' DEFICIENCY CURRENT Accounts payable 4,590 6,890 Short term loan 19,995 -- - ------------------------------------------------------------------------------- 24,585 6,890 SHAREHOLDERS' DEFICIENCY Share capital (note 2) 285,165 285,165 Deficit (299,153) (291,796) - ------------------------------------------------------------------------------- (13,988) (6,631) - -------------------------------------------------------------------------------- $ 10,597 $ 259 =============================================================================== 2 BRECCIA INTERNATIONAL MINERALS INC. STATEMENTS OF OPERATIONS AND DEFICIT (UNAUDITED - SEE NOTICE TO READER) For the three months ended July 31, 1999 Quarter ended ------------- 1999 1998 General and administration expenses 7,357 18,617 - ------------------------------------------------------------------------------- Net loss for the period (7,357) (18,617) DEFICIT - beginning of period (291,796) (467,953) - -------------------------------------------------------------------------------- DEFICIT - end of period $(299,153) $(486,570) =============================================================================== Loss per share* $ (0.001) $ (0.003) o Based on 8,128,206 common shares (1997 - 8,128,206) 3 BRECCIA INTERNATIONAL MINERALS INC. STATEMENT OF CHANGES IN FINANCIAL POSITION (UNAUDITED - SEE NOTICE TO READER) For the three months ended July 31, 1999 Quarter ended ------------- 1999 1998 Cash provided by (used in) Operating activities Net loss $ (7,357) $(18,617) Changes in non-cash working capital balances Accounts payable and accrued liabilities 17,695 19,847 ---------------------------------------------------------------------- Increase in cash during the year 10,338 1,230 Cash, beginning of year 259 298 - ------------------------------------------------------------------------------- Cash, end of year $ 10,597 $ 1,528 =============================================================================== 4 BRECCIA INTERNATIONAL MINERALS INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED - SEE NOTICE TO READER) JULY 31, 1999 1. Summary of significant accounting policies 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. Basis of presentation: These financial statements are presented in U.S. dollars as it is the principal currency in which the company's business in conducted. 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. Share Capital Authorized: 75,000,000 common shares with par value of $0.0001 each 1999 1998 ---- ---- Issued: 8,128,206 common shares with par value of $0.0001 each (1997 - 8,128,206) $285,165 $285,165 Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations Liquidity. The results of the statement of loss indicates a loss of $7,357 for the three month period ending July 31, 1999, which loss represents transfer agent, legal and accounting fees necessary to maintain the Registrant current with its regulatory filing requirements. The Registrant is exploring opportunities and reviewing proposals for the potential acquisition of prospective business entities with long-term growth objectives with the ultimate goal of acquiring a controlling interest or minority interest therein. 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. 5 PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Change in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to Vote of Security 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. Dated: October __, 1999 BRECCIA INTERNATIONAL MINERALS INC. By: /s/ Alnoor Kassam ------------------------------- Alnoor Kassam Its: President