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

                                 March 15, 1999
                                (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.)

4418 Patterdale Drive
North Vancouver
B.C.
CANADA
V7R 4L8
(Postal Code)

                                  604 988 6886
               Registrant's telephone number, including area code


ITEM 1. CHANGE IN CONTROL OF REGISTRANT

     On or about March 15, 1999,  Registrant  entered  into a Stock  Acquisition
Agreement and Plan of Reorganization ("Agreement") with Baycove Investments Ltd.
("Baycove"),  a private  company  incorporated  in the Republic of Ireland,  and
Western America Mineral Resource Fund Inc. ("Western"),  an Alberta corporation.
Pursuant to the terms of the  Agreement,  Baycove was to purchase  from Western,
7,627,500  shares of Registrant's  common stock for the total  consideration  of
US$200,000.  The shares to be purchased by Baycove  represented,  at the time of
the  Agreement,  ninety-four  percent  (94%) of  Registrant's  total  issued and
outstanding common stock. At the closing,  Western was to transfer to Registrant
a Debt Forgiveness Agreement acknowledging the forgiveness of all

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debt owed to Western and its affiliates  from  Registrant.  Also at the closing,
Registrant was to deliver to Baycove all of its corporate records and books. The
Agreement also provided for the following:  (i) Registrant's  Board of Directors
to take all necessary  steps to cancel all existing stock options of Registrant;
(ii)  Registrant's  Board of  Directors  to  appoint a  nominee  of  Baycove  as
president,  chief executive  officer and as a director of Registrant;  and (iii)
Richard and Don Caron were to deliver  written  resignations  as  directors  and
officers of Registrant.

On or about April 12,  1999,  Registrant,  Baycove and Western  entered  into an
agreement to amend the Agreement (the "Amendment").  The Amendment provided that
(i) the ultimate record holders of the shares (the "Record Holders") transferred
under the Agreement were included as parties to the  Agreement;  (ii) the shares
transferred under the Agreement increased by 100,000 to 7,727,500; and (iii) the
purchase  price was increased by US$125,000 to  US$325,000.  The subject  shares
were purchased by twenty (20) separate Record Holders.

On or about April 12, 1999,  the Agreement  and the  Amendment  were approved by
Registrant's Board of Directors.

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 April 12, 1999, as a condition of the Agreement,  the Board of Directors
of  Registrant  appointed  Alnoor  Kassam as the  president  and a  director  of
Registrant.

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS

     On April 12, 1999, as a condition the  Agreement,  Donald Caron and Richard
Caron,  members of  Registrant's  Board of Directors,  after  appointing  Alnoor
Kassam  as a member  of that  Board of  Directors,  resigned  as  directors  and
officers of Registrant.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     None

ITEM 8. CHANGE IN FISCAL YEAR

     None



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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: May __, 1999          BRECCIA  INTERNATIONAL MINERALS INC.

                            /s/ Alnoor  Kassam,
                            ---------------------------------------
                            Alnoor  Kassam,  PRESIDENT