FILER:

                     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

        For the fiscal year ended April 30, 1999

   [_]  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.)

4418 Patterdale Drive North, Vancouver, Canada                     V7R 4L8
   (Address of principal executive offices)                       (Zip Code)

Issuer's telephone number 604.988.6886

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.

(1) Yes __X__    No _____
(2) Yes __X__    No _____

<PAGE>


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.[_]

Registrant's revenues for its most recent fiscal year is $0.

As of August 12, 1999  8,128,206  $0.0001 par value common stock were issued and
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Form 8-K, see Part I, Item 1(b) and Item 13.


                                     Part I


Item 1. Description of Business

(a) Business Development

Breccia International  Minerals  Inc.("Registrant"),  formerly known as American
Energy &  Technology  Inc.,  was  incorporated  under  the laws of the  State of
Delaware on April 25, 1975. The  Registrant's  principal  offices are located at
4418  Patterdale  Drive North  Vancouver  Canada,  V7R 4L8, and it's  registered
office is 1209 Orange  Street,  Wilmington,  New Castle,  Delaware,  19801.  The
telephone number is 604.988.6886.

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  re-designation  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 every  twenty (20) $0.01 par value  common
stock. The Registrant also  re-designated the share capital to $0.0001 par value
common  stock.  The  Registrant  also  changed its name from  American  Energy &
Technology Inc., to Breccia International Minerals Inc.

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

<PAGE>


(b) Business of Issuer

In  1997,  the  Registrant  entered  into a Letter  of  Intent  with a  Canadian
corporate  finance  consulting firm to undertake a stock acquisition and plan of
reorganization  resulting  in the  Registrant  entering  into  the  business  of
management  and  reverse  merger  buyouts.  In early 1998,  following  extensive
negotiations, a final agreement could not be reached and the transaction did not
close.

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 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 (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.  On or about 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. Finally, on or about April 12, 1999,
as a further  condition of the  Agreement,  Donald Caron  resigned as President,
Chief  Executive  Officer,  Secretary and a Director of  Registrant  and Richard
Caron resigned as Vice President and a Director of Registrant.

<PAGE>


On May 21, 1999, the Registrant  filed a Form 8-K,  incorporated  herein by this
reference, disclosing the Agreement and the Amendment.

The Registrant continues to pursue viable avenues of growth in order to maximize
shareholder value and is optimistic for its prospects in 1999/2000.

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  or interests  in any  properties
directly or through ownership of partnership interests at April 30, 1999.

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.

No matter was submitted  during the fourth quarter of the fiscal year covered by
this report to a vote of security  holders,  through the solicitation of proxies
or otherwise.


                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters

The  Registrant's  common stock is currently  trading on the OTC Bulletin  Board
under the

<PAGE>


symbol "BIMI".

                                                   Number of
                Title of class                   Record holders
                --------------                   --------------
               $0.0001 Par Value                     1,890
               Common Stock

Since the  Registrant  was quoted on the OTC Bulletin  board on October 16, 1996
the low bid was $0.01 and the high bid was $6.00 with the most  recent  close at
$4.20. These quotations reflect  inter-dealer  prices,  without retail mark-ups,
mark-downs or commission and may not represent actual transactions.

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

Due to uncontrollable  market conditions in the mineral  exploration sector, the
Registrant  has  shifted  its focus  away from  mining  and is  exploring  other
business opportunities.

In late 1997,  the  Registrant  entered  into a Letter of Intent with a Canadian
corporate  finance  consulting firm to undertake a stock acquisition and plan of
reorganization   leading  to  the  Registrant  entering  into  the  business  of
management  and  reverse  merger  buyouts.  In early 1998,  following  extensive
negotiations, a final agreement could not be reached and the transaction did not
close.

The Registrant continues to pursue viable avenues of growth in order to maximize
shareholder value and is optimistic for its prospects in fiscal  1999/2000.  The
Registrant is currently in the process of identifying and evaluating prospective
business  entities with the ultimate goal of acquiring a controlling or minority
interest therein.

(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, 1998
indicated  a loss  of  $31,747  which  represented  transfer  agent,  legal  and
consulting fees necessary to maintain

<PAGE>


the Registrant current with its regulatory filing  requirements.  For the period
ended  April 30,  1999,  the  Registrant  realized  net  income  for the year of
$176,156  which  was the  result of gain  realized  by the  Registrant  upon the
cancellation  of debt owed by the  Registrant to companies  controlled by former
directors of Registrant which were unsecured and non-interest bearing. Such debt
forgiveness occurred as a condition to the Stock Acquisition  Agreement referred
to in Item 1(b).

Item 7. Financial statements

See the following  Financial  Statements prepared by BDO Dunwoody LLP, Chartered
Accountants and Consultants of Edmonton, Alberta, Canada.

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

The Registrant has engaged BDO Dunwoody LLP, Chartered  Accountants of Edmonton,
Alberta, Canada to provide audited financial statements for the Registrant as of
April 30, 1999.


                                    Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons

The following  table sets forth, as of April 30, 1999, 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
----                       -----------     -----------        ----------
Alnoor Kassam              President,      April 12, 1999     April 12,1999
                           CEO &           -Present           -Present
                           Director
                           -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.

<PAGE>


The Registrant's  Executive Officers hold office at the appointment 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.

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, 1999.

Alnoor Kassam is the President, Chief Executive Officer and the sole Director of
Registrant. Mr. Kassam's education and professional training includes studies at
the  Institute  of Chartered  Accountants  in England and Wales and at Liverpool
University.  Mr. Kassam has also taken part in the Citibank  Credit Risk Course,
Citibank  Collections  and  Marketing  Course  and YPO  University  Mergers  and
Acquisitions.  From 1975 to 1979, Mr. Kassam was a manager/chartered  accountant
for Harold Everett Wreford & Co., in London,  England, where he was in charge of
auditing  public and private  companies.  From 1979 to 1983, Mr. Kassam was Vice
President of Marketing for Empire Match  Company.  From 1983 to 1993, Mr. Kassam
was the  President  of Diners  Club in Kenya.  In 1996,  Mr.  Kassam  co-founded
FamilyWare  International,  Inc., an Internet software company in Vancouver. Mr.
Kassam is the President of Glen Eden Realty Ltd, in Vancouver, British Columbia,
Canada where he manages a 300 room hotel on behalf of limited partners.

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

As of April 30, 1999,  there are no persons  known to the  Registrant  to be the
beneficial  owner of 5% or more of  Registrant's  $.0001 par value common stock.
Information  regarding  beneficial  ownership was obtained from the Registrant's
stock transfer agent.

As of April 30, 1999,  there are no officers or directors of Registrant that own
shares of Registrant's $.0001 par value common stock.

<PAGE>


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:

Donald P. Caron,  and  Richard D.  Caron,  were  Directors  and  Officers of the
Registrant as well as Directors and Officers of Western America Mineral Resource
Fund Inc.  ("Western") and controlled 100% of the issued and outstanding  shares
of Western at the time that the  Registrant  entered into the Stock  Acquisition
Agreement and Plan of Reorganization ("Agreement") with Baycove Investments Ltd.
("Baycove") and Western whereby Western, controlled by Donald and Richard Caron,
sold 94% of Registrant's issued and outstanding $.0001 par value common stock to
Baycove.

The Registrant  entered into a service  agreement with an affiliated  company of
Richard and Donald  Caron,  former  officers and  directors of  Registrant.  The
agreement relates to services provided to bring Registrant  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 amount payable
related to this agreement is $125,850.  The Stock Acquisition Agreement referred
to in Item  1(b)  provides  for the  cancellation  of  this  administrative  and
management services contract.

The   Registrant   paid   general   and   administrative   expenses  of  $55,250
(1998-$60,000) to companies controlled by Richard and Donald Caron.

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.

<PAGE>


Item 13. Exhibits

FINANCIAL STATEMENTS

     1  Auditor's Report                                                    F-1

     2  Balance Sheets as of April 30, 1999                                 F-2

     3  Statements of Operations and Deficits as of April 30, 1999          F-3

     4  Statements of Changes in Financial Position as of April 30, 1999    F-4

     5  Summary of Significant Accounting Principles                        F-5

     6  Notes to the Financial Statements                                   F-6



EXHIBITS

     1  Report on Form 8-K Filed on May 21, 1999              E-1 through E-3

     2  Stock Acquisition Agreement and Plan
        of Reorganization between Registrant,
        Baycove Investments Ltd. and Western
        America Mineral Resource Fund Inc.                    E-4 through E-10

     3  Amending Agreement                                    E-11 through E-14

<PAGE>


                                   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.


BRECCIA INTERNATIONAL MINERALS INC.


Date: August __, 1999                   By   /s/  Alnoor Kasaam
                                             ----------------------------------
                                             Alnoor Kasaam, President

<PAGE>


                        [LETTERHEAD OF BDO Dunwoody LLP]



================================================================================

                                                                Auditors' Report

--------------------------------------------------------------------------------


To the Shareholders of
Breccia International Minerals Inc.


We have audited the balance sheets of Breccia International  Minerals Inc. as at
April 30, 1999 and 1998 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 audits.

We  conducted  our  audits  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, 1999 and 1998
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.


/s/ BDO Dunwoody LLP
Chartered Accountants

Edmonton, Alberta
July 7, 1999



                                       2

   BDO Dunwoody LLP is a Limited Liability Partnership registered in Ontario

                                                                              F1


<PAGE>



================================================================================
                                             Breccia International Minerals Inc.
                                                                  Balance Sheets

April 30                                                    1999            1998
--------------------------------------------------------------------------------

Assets

Current
    Cash                                               $     259      $     298
================================================================================

Liabilities and Shareholders' Deficiency

Current
    Accounts payable and accrued liabilities           $   6,890      $  10,170
    Due to related companies (Note 1)                       --          172,915
                                                       ------------------------
                                                           6,890        183,085
                                                       ========================

Shareholders' deficiency
    Share capital (Note 3)                               285,165        285,165
    Deficit                                             (291,796)      (467,952)
                                                       ------------------------
                                                          (6,631)      (182,787)
                                                       ------------------------
                                                       $     259      $     298
================================================================================

On behalf of the Board:



_________________________________________  Director




_________________________________________  Director



The  accompanying  summary of significant  accounting  policies and notes are an
integral part of these financial statements.

                                       3

                                                                             BDO
                                                                              F2


<PAGE>


================================================================================
                                             Breccia International Minerals Inc.
                                            Statements of Operations and Deficit


For the years ended April 30                                  1999         1998
--------------------------------------------------------------------------------

General and administrative expenses, net of recoveries   $ (62,616)   $ (31,747)

Gain on settlement of payable
    to affiliated companies (Note 1)                       238,772           --
                                                         ----------------------
Net income (loss) for the year                             176,156      (31,747)

Deficit, beginning of year                                (467,952)    (436,205)
                                                         ----------------------
Deficit, end of year                                     $(291,796)   $(467,952)
================================================================================
Income (loss) per share (Note 4)                         $   0.022    $  (0.004)
================================================================================



The  accompanying  summary of significant  accounting  policies and notes are an
integral part of these financial statements.


                                       4

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                                                                              F3

<PAGE>

================================================================================
                                             Breccia International Minerals Inc.
                                     Statements of Changes in Financial Position


For the years ended April 30                                  1999         1998
--------------------------------------------------------------------------------

Cash provided by (used in)

Operating activities
    Net income (loss) for the year                       $ 176,156    $ (31,747)
    Item not involving cash
        Gain on settlement of payable to affiliated
          companies                                       (238,772)          --
                                                         ----------------------
                                                           (62,616)     (31,747)
    Changes in non-cash working capital balances
        Accounts payable and accrued liabilities            (3,280)       4,758
        Payable to affiliated companies                     65,857       19,887
                                                         ----------------------
                                                            62,577       24,645
                                                         ----------------------
Decrease in cash during the year                               (39)      (7,102)

Cash, beginning of year                                        298        7,400
                                                         ----------------------
Cash, end of year                                        $     259    $     298
================================================================================



The  accompanying  summary of significant  accounting  policies and notes are an
integral part of these financial statements.


                                       5

                                                                             BDO
                                                                              F4


<PAGE>



================================================================================
                                             Breccia International Minerals Inc.
                                      Summary of Significant Accounting Policies


April 30, 1999 and 1998
--------------------------------------------------------------------------------

Nature of Business            Breccia International  Minerals Inc. (the Company)
                              is a public  company  which  was  incorporated  on
                              April  25,  1975  under  the laws of the  State of
                              Delaware,  U.S.A.  and was  renewed  on March  18,
                              1994.

                              To April 30, 1999,  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 Company's
                              business is conducted,  these financial statements
                              are presented in U.S. dollars.

Financial Instruments         The  Company as part of its  operations  carries a
                              number of financial instruments.  Unless otherwise
                              noted, it is management's opinion that the Company
                              is not exposed to significant  interest,  currency
                              or  credit  risks  arising  from  these  financial
                              instruments.

                              The fair  values  of these  financial  instruments
                              approximate   their   carrying   values,    unless
                              otherwise noted.



                                       6

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                                                                              F5


<PAGE>



================================================================================
                                             Breccia International Minerals Inc.
                                                   Notes to Financial Statements


April 30, 1999 and 1998
--------------------------------------------------------------------------------

1.   Due to Related Companies

     The amounts due to companies  controlled by certain former directors of the
     Company  were  unsecured  and  non-interest  bearing.  These  amounts  were
     cancelled during the year.

--------------------------------------------------------------------------------

2.   Related Party Transactions

     The Company paid  general and  administrative  expenses of $55,250  (1998 -
     $60,000) to companies controlled by directors of the Company.

--------------------------------------------------------------------------------

3.   Share Capital

     Authorized
        Seventy-five million (75,000,000) $0.0001 par value common shares

     Issued
                                                     Number of
                                                        Shares     Consideration
                                                     ---------------------------

     Balance, April 30, 1998 and 1999                8,128,206        $  285,165
                                                     ===========================

--------------------------------------------------------------------------------

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 8,128,206 (1998 - 8,128,206).

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

--------------------------------------------------------------------------------



                                       7

                                                                             BDO
                                                                              F6