Form 10-KSB
[Adopted in Release No. 34-30968(72,439), effective August
13, 1992, 57 F.R.36442]
            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 [Fee Required]

           For the fiscal year ended April 30, 1997

      [ ]  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.)

     #1500 Midland Walwyn Tower, Edmonton, Alberta, T5J 2Z2
     (Address of principal executive offices)     (Zip Code)
     
Issuer's telephone number      (403) 496-9171

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.
Yes  X     No

      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.[ ]

State  issuer's revenues for its most recent  fiscal
year $951.00

As of April 30, 1997 8,128,206 $0.0001 par value common
stock were issued and outstanding.

          DOCUMENTS INCORPORATED BY REFERENCE
Form 8-K, see Item 13.
                              

                             Part I


Item 1. Description of
Business

(a) Business Development

Breccia International Minerals Inc.("Registrant")
was incorporated under the laws of the State of
Delaware on April 25, 1975.  The  Registrant's
principal offices are located  at  #1500 Midland
Walwyn Tower, Edmonton, Alberta, Canada,  T5J  2Z2,
and it's  registered  office is 1209 Orange Street,
Wilmington,  New Castle, Delaware, 19801. The
telephone number is (403) 496-9171.

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 redesignation 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 each twenty (20) $0.01 par
value common stock. The Registrant also redesignated the share capital to 
$0.0001 par value common stock and changed its name to Breccia International
Minerals Inc.

The   Registrant  has  not  been  involved  in  any
bankruptcy, receivership or similar proceedings.

(b) Business of Issuer

During the year, the Registrant seeked  out opportunities in the
acquisition, exploration  and  development of large
tonnage  gold  and  copper deposits  located in Chile, South America.
An introduction to a prominant Chilean prospector was established
and several months of negotiating were involved in numerous
proposed agreements. However, due to uncontrollable market conditions
in the mineral exploration sector, the Registrant did not conclude an
agreement.

Consequently, the Registrant has shifted it's focus away from mining, and is
looking at other business opportunities.

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 in mining
exploration or  interests in any properties directly
or through ownership  of partnership interests at
April 30, 1997.

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.

a) The Annual Meeting of Stockholders of the Registrant was held
on February 14, 1997.

b) Name and year in which first elected as Director:

   Donald P. Caron (1988)
   Richard D. Caron (1988)
   Michael A. Trabysh (1996)

c) 
  1. To consider and, if thought advisable, approve a resolution
     amending the Certificate of Incorporation to a) consolidate
     the number of issued and outstanding  $0.01 Par Value Common
     Stock of the Corporation on the basis of one (1) $0.0001 Par Value
     Stock for each twenty (20) shares of $0.01 Par Value Common
     Stock outstanding, b) change the authorized share capital of
     the Corporation to 75,000,000 common shares with $0.0001 par value
     and c) change the name of the Corporation to Breccia International
     Minerals Inc.

     For: 15,952,253
     Against: 211

  2. To elect directors:

     Donald P. Caron

      For: 15,952,288
      Withheld: 0
 
     Richard D. Caron

      For: 15,952,288
      Withheld: 0

     Michael A. Trabysh

      For: 15,952,288
      Withheld: 0

  3. To consider and, if thought advisable, approve a resolution approving
     a share option plan which would authorize the Board of Directors to
     issue options to directors who are in a position to contribute to the
     growth and development of the Corporation.

      For: 15,952,253
      Against: 0

  4. To appoint auditors and to authorize the directors to fix their
     remuneration as such.

      For: 15,952,253
      Withheld: 0

  5. To ratify, confirm and approve all acts deeds, payments of money, and
     things done by and the proceedings of the Directors and Officers of
     the Corporation on its behalf since the last meeting of the Corporation.

      For: 15,952,253
      Against: 0

d) N/A



                       Part II

Item 5. Market for Common Equity and Related
stockholder Matters

The  Registrant's common stock is currently trading
on the NASDAQ Bulletin Board under the symbol "BIMI"

                                        Number of
Title of class                         Record holders

$0.0001 Par Value                          1,913
Common Stock

Since the Registrant was quoted on the NASDAQ Bulletin Board on October
16, 1996 the low bid was $0.01 and the high bid was $0.50, but there
have been no trades to date.

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

During the year, the Registrant sought out opportunities in the acquisition
and development of large tonnage gold and copper deposits located in Chile,
South America.  An introduction to a prominent Chilean propsector was
established and several months of negotiating were involved in numerous
proposed agreements.  However, due to uncontrollable market conditions in
the mineral exploration sector, the Registrant did not conclude an agreement.

Consequently, the Registrant has shifted its focus away from mining, and is
exploring other business opportunties.

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, 1997
indicates a loss of $304,131 of which $185,000 represents and introduction
and finders fee on several potential mineral properties.  The remaining 
balance represents transfer agent, legal and consulting fees necessary to
maintain the Registrant current with its regulatory filing requirements.

The results of the statement of loss for the fiscal year ended April 30, 1996
indicates a loss of $16,538.

Item 7. Financial statements

See the following Financial Statements and Supplementary Information
prepared by BDO Dunwoody Chartered Accountants.

Item  8.  Changes  In  and  Disagreements  With
Accountants   on Accounting and Financial Disclosure

The Registrant has engaged BDO Dunwoody, Chartered
Accountants of Edmonton, Alberta, Canada to provide
audited financial statements for the Registrant as of
April 30, 1997.
                          
                      Part III
                          
Item 9.  Directors,  Executive Officers, Promoters and  Control Persons

The  following table sets forth, as of April 30,
1997, 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

Donald P. Caron  34      Pres. & Dir.      April 30,1988       April30,1988
                                           - Present           -Present

Richard D. Caron 42      V.P. &Dir.        April 30,1988       April30,1988
                                           - Present           -Present

Michael A. Trabysh 32    Director          July 15,1996         N/A
                                           -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.

The  Registrant's Executive Officers hold office at
the  pleasure of the Board of Directors or until the
next annual meeting 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.

Donald  P. Caron, Director and Executive Officer, and
Richard  D. Caron,  Director  and Executive Officer,
are  family  related  as brothers.

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, 1997.

Don  P.  Caron,  34,  is the President, Chief
Executive  Officer, Secretary  and  Director  of the
Corporation.  He  is  also  Vice President  and
director  of Western  Pacific  Gold  Inc.,  Norac
Industries Inc., and Western America Resources Inc., all
junior mineral exploration companies listed on The
Alberta Stock Exchange. Mr. Caron   has  been
involved  with  the  finance  management and
administration of listed public companies for over
seven  years. He  specializes  in finance,
accounting, securities  regulations, Stock Exchange
policies and investor/shareholder liaison.

Mr.  Caron  is Vice President of Western America
Venture  Group., companies administering venture
funds and providing financing and administrative
services for public and private companies.  He was
instrumental in  the  reorganization of First  Canada
Financial Corp. which is now Western Pacific Gold
Inc. and has advised  and participated  as  a
principal in numerous mergers,  acquisitions, and
divestitures in Australia, Germany, India, USA and
Canada.

Richard D. Caron, 42, is the Vice President and
Director  of  the Corporation. Mr. R. Caron is
President of Western America Venture Group,
companies  administering investment funds;  President
of Mount-Western  Investments  Inc., a venture  fund.

Michael A. Trabysh , 32, is a director of the
corporation. Mr. Trabysh is the Accounting Manager of
Western America Venture Management Inc, and
specializes in public company reporting and
compliance. Mr. Trabysh has seven years of experience
in financial accounting and holds status as a
candidate member of the Society of Management
Accountants.

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

The  following  table  sets forth the number  and
percentage  of shares  of  Registrant's $0.0001 par value
common stock  (its  only class  of  voting
securities) owned beneficially by  any  person, who,
as of April 30, 1997, is known to the Registrant to
be  the beneficial owner of 5% or more of such common
stock.  Information regarding beneficial ownership
was obtained from the Registrant's stock transfer
agent.

                                        Number of       Percent
                                        Common Shares   of
                  Name and Address      Beneficially    Common
Title of Class    of Beneficial Owner   Owned           Shares

$0.0001  Par Value   Barrington Global
Common Stock         Fund Inc.(1)          6,625,000      82.0%
       "             West. America
                     Mineral Res. Fund (2) 1,100,000      14.0%


(1)  The shares are owned by Barrington Global Fund
     Inc. a British Virgin Island Corporation. The address
     of the beneficial owner is Unit 8, Mill Mall,
     Tortola, BVI
   
(2)  The  shares are owned by Western America
     Mineral Resource Fund Inc.,  an Alberta private
     Corporation, of which Donald P.Caron is  a Director.
     The  address of the beneficial  owner  is #1500
     Midland Walwyn Tower, Edmonton Centre, Edmonton,  AB,
     T5J 2Z2.

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:

As  of the date of this report, Donald P. Caron, and Richard D. Caron,
Directors and Officers of the Registrant, are also Directors and
Officers of Western America Mineral Resource Fund Inc. and control 100% of
the  issued and outstanding shares thereof.

The  Registrant  entered into service agreements with  affiliated
companies  of the directors. The agreements relate to  services
provided  to  bring the Company 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 accounts payable
related to these agreements amount to $69,250.

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.

Item 13. Exhibits

FINANCIAL STATEMENTS

     Title Page            -
     Financial Statements  pg. 1-7
     Reports on Form 8-K   Incorporated By Reference: Form 8K Filed
                           on March 26, 1997 Consisting of:
                              Title Page
                              Items #1 throught #8
                              Exhibit one
     Exhibits             
     Exhibits 1:  Restate Certificate of Incorporatin
                  Pursuant to the General Corporation Law
                  of the State of Delaware


  American Energy & Technology Inc., a corporation organized and existing
under the laws of the state of Delaware, hereby certifies as follows:

1. The name of the corporation is American Energy & Technology, Inc.  The 
Corporation was originally incorporated under the name Aerotech, Inc.  The
date the corporation filed its original Certificate of Incorporation with
the Secretary of State was April 25, 1975.

2. This Restated Certificate of Incorporation restates and amends the
provisions of the original certificate of Incorporation of this corporation
as heretofore in effect and was duly adopted by the stockholders on February
14, 1997 in accordance with Section 242 and 245 of the General Corporation
Law of the State of Delaware.

3. The text of the Certificate of Incorporation is hereby restated to read
as herein set forth in full:

ARTICLE I

The name of the corporation is Breccia International Minerals Inc.,
(hereinafter called the "Corporation").

ARTICLE II

The location of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801.  The name of its registered agent at that address is The
Corporation Trust Company.

ARTICLE III

The genral nature of the business the Corporation proposes to transact, and
certain of its objects, purposes and powers (in addition to those conferred
by law), is to engage in any act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

The total number of shares of capital stock which the Corporation shall have
authority to issue is Seventy-Five million (75,000) and the par value of each
such share is (.0001).

ARTICLE V

Election if directors need not be written ballot unless the Bylaws so provided.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board
of Directors of the Corporaion is expressly authorized:

a) To make, alter, amend or repeal the Bylaws of the Corporation.
b) To direct and determine the use and disposition of net profits or net assets
in excess of capital; to set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose; and to
such reserve in the manner in which it was created.
c) To establish bonus, profit sharing, stock option, retirement or others types
of incentive or compensation plan for the employees (including officers and
directors) of the Corporation and its subisdiaries and to fix the amount of
the profits to be distributed or shared and to determine the persons to
participate in any such plans and the amounts of their respective participations
d) From time to time to determine whether and to what extent, and at what time
and places and under what conditions and regulations, the accounts and books
of the Corporation (other than the stock ledger), or any of them, shall be 
open to the inspection of the stockholders; and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except
as conferred by statute or authorized by the Board of Directors or by a
resolution of the stockholders.
e) To authorize, and cause to be executed mortgages liens upon the real and
personal property of the Corporation.

ARTICLE VII

a) A director of the corporation shall not be personally liable to the
corporation or its stockholders for monitory damges of fiduciary duty as a
director, except for liability i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, ii) for acts or ommissions
not in good faith or which involve intentionally misconduct or a knowing
violation of law, iii) unders Section 174 of the Delaware General 
Corporation Law or iv) for any transaction from which the director derived
any improper personal benefit.  If the Delaware General Corporation Law is
hereafter amended to further reduce or to authorize, with the approval of
the corporation's stockholders, further reductions in the liability of the
corporation's directors for breach of fiduciary duty, then a directory of
the corporation shall not be liable for any such breach to the fullest 
extent permitted by the Delaware General Corporation Law as so amended.

b) To the extent permitted by applicable law, this corporation is also
authorized to provide indemnification of (and advancedment of expenses to)
such agents (and any other person to which Delaware law permits this
corporation to provide indemnification) through bylaw provisions, agreements
with such agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and advancement
otherwise permitted by Section 145 of the Delaware General Corporation Law,
subject only to limits created by applicable Delaware law (statutory or non-
statutory), with respect to actions for breach of duty to the corporation, its
stockholders, and other.

c) Any repeal or modifaction of any of the foregoing Provisions of this Article
VII shall not adversely affect any right or protection of a director, officer,
agent or other person existing at the time of or increase the liability of any
director of the corporation with respect to any acts or ommission of such 
director prior to, such repeal or modification.

ARTICLE VIII

The Corporation reserves the right to alter, change or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by law, and all rights and powers conferred herein on stockholders
and directors are, subject to this reserved power.

ARTICLE IX

The corporation shall have a perpetual existence.

ARTICLE X

The corporation shall not be subject to the provisions of Section 203 of the
Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has singed this Restated Certificate of
Incorporation as of this 18th day of February, 1997.

                                      "Donald P. Caron"
                                       Donald P. Caron, President

ATTEST:

"Donald P. Caron"
Donald P. Caron, Secretary






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.
(Registrant)  BRECCIA INTERNATIONAL MINERALS INC.


By (Signature and Title)  *(Signed) "Donald P. Caron"
                                     Donald P. Caron, President
Date: AUGUST 15, 1997

In  accordance with the Exchange Act, this report has
been signed below by the following persons on behalf
of the registrant and in the capacities and on the
dates indicated.
(Registrant) BRECCIA INTERNATIONAL MINERALS INC.


By (Signature and Title)   *(Signed) "Richard D. Caron"
                                      Richard D. Caron, Vice President
Date: AUGUST 15, 1997

*  Print  the  name and title of each signing officer
under  his signature.






                           Breccia International Minerals Inc.
                           (Formerly American Energy & Technology Inc.)
                           Financial Statements
                           For the years ended April 30, 1997 and 1996


Contents

Auditors' Report                                           2

Financial Statements

  Balance Sheets                                           3

  Statements of Operations and Deficit                     4

  Statement of Changes in Financial Position               5

  Summary of Significant Accounting Policies               6

  Notes to the Financial Statements                        7




Auditors' Report





To the Shareholders of
Breccia International Minerals Inc.


We have audited the balance sheets of Breccia
International Minerals Inc. (formerly American
Energy & Technology Inc.) as at April 30, 1997
and 1996 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 audit.

We conducted our audit 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,
1997 and 1996 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.



"BDO DUNWOODY"
Chartered Accountants

Edmonton, Alberta

July 7, 1997


Balance sheet

April 30                                   1997     1996

Assets
Current
Cash                                      $7,400    $3,669
                                        ========= =========

Liabilities and Shareholders'
Deficiency

Current
 Accounts payable                         $5,413    $2,662
 Payable to related companies (Note 1)   153,028    43,917
                                         -------    -------
                                         158,441    46,579

Shareholders' deficiency
 Share capital (Note 3)                  285,165     89,165
 Deficit                                (436,206)  (132,075)
                                        ---------  --------
                                        (151,041)  (42,910)
                                       ---------   --------
                                         $7,400     $3,669
                                       =========  =========

On behalf of the board

Don Caron      Director

Richard Caron  Director





Breccia International Minerals Inc.
Statements of Operations and Deficit
For the years ended April 30
                                          1997       1996


Revenue
 Interest                                $  951    $   -

General and Administration                305,082    16,538
                                         -------    -------
Net loss for the year                    (304,131)  (16,538)

Deficit, beginning of year               (132,075) (115,537)
                                        ---------  ----------
Deficit, end of year                   $(436,206)  $(132,075)
                                       =========  ===========

Loss per share (Note 4)                 $(0.115)    $(0.040)




Breccia International Minerals Inc.
Statements of Changes in Financial Position
For the years ended April 30                
                                           1997          1996
Cash provided by (used in)
Operating activities
Net loss for the year                   $(304,131)     $(16,538)

Changes in  working capital accounts
 Accounts payable                           2,751         2,662
 Payable to affiliated companies          109,111        17,545
                                        ---------      ---------
                                         (192,269)        3,669
Financing Activity
 Capital stock issuance                   196,000          -

Increase in cash for the year               3,731         3,669

Cash, beginning of year                     3,669          -
                                          --------      --------
Cash, end of year                          $7,400         $3,669
                                          ========      ========


                  Breccia International
                  Minerals Inc. Summary of
                  Significant Accounting Policies
                  
April 30, 1997 and 1996

Nature of Business
Breccia International Minerals Inc. (the company) is a public company
incorporated under the laws of the State of Delaware, U.S.A.
as American Energy & Technology Inc. on April 25, 1975 and renewed on
March 18, 1994.
                 
To April 30, 1997, 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 corporation's business is conducted,
these financial statements are presented in U.S. dollars.
                 
Breccia International Minerals Inc.
Notes to Financial Statements
April 30, 1997 and 1996

1.   Due to Related Companies

     The amounts due to companies controlled by
     certain directors of the company are unsecured
     and non-interest bearing.
     
     
2.   Related Party Transactions

     The company paid finder's fees to a
     shareholder corporation in the amount of
     $185,000, which included the issuance of
     shares in the amount of $60,000 (Note 3).
     
     The company paid general and administrative
     expenses of $65,000 (1996 - $10,000) to
     companies controlled by directors of the
     company.
     
     
3.   Share Capital

     Authorized
       Seventy-five million (75,000,000) $0.0001
       par value common shares  (formerly $0.01 par
       value shares)
                                             Number of
                                             Shares        Consideration
Issued
Balance, April 30, 1995 and 1996            8,041,475         $89,165
      
      Issued for cash during the year      12,500,000         125,000
      One for twenty consolidation        (19,513,269)
      Issued for cash during the year       1,100,000          11,000
      Issued for services during the year   6,000,000          60,000
                                          -----------       ----------
Balance, April 30, 1997                     8,128,206        $285,165
                                          ===========       ==========

At April 30, 1997, options to purchase 610,000 shares at $0.10 per
share were outstanding under a directors' stock option agreement.
These options expire in 2003.
     
     
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 2,645,877 (1996 - 403,206).

Calculating the fully diluted loss per share produces
immaterial differences or anti-dilutive results in each
year.