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<TITLE>SECURITIES AND EXCHANGE COMMISSION</TITLE>
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<B><FONT SIZE=2><P ALIGN="CENTER">  SECURITIES AND EXCHANGE COMMISSION</P>
<P ALIGN="CENTER">Washington,  D.C.   20549</P>
</B><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">FORM 8-K</P>
</B></FONT><FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">CURRENT REPORT</P>
</B><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</P>
</B>
<P>&nbsp;</P>
<P>&#9;&#9;&#9;&#9;</P>
<P>Date of Report:<U>&#9;&#9;              </FONT><FONT SIZE=3> July 9, 1999</FONT><FONT SIZE=2>&#9;</U>&#9;</P>

<P>&nbsp;</P>
</FONT><B><FONT SIZE=4><P ALIGN="CENTER">CORNUCOPIA RESOURCES LTD.</P>
</B></FONT><FONT SIZE=2><P>_____________________________________________________________________________________</P>
<P ALIGN="CENTER">(Exact name of registrant as specified in its charter) </P>

<P>&nbsp;</P>
<B><U><P>British Columbia, Canada                                             0-16778                                                           None</U>    </P>
</B><P>(State or other jurisdiction of                                   (Commission                                          (IRS Employer</P>
<P> incorporation)                                                             File Number)                                   Identification No.)</P>

<P> </P>
<B><U><P ALIGN="CENTER">540 The Marine Building, 355 Burrard Street, Vancouver,  B.C.   V6C 2G8</B>                          </U>                       </P>
<P ALIGN="CENTER">(Address of Principal Executive Office)</P>

<P>&nbsp;</P>
<P ALIGN="CENTER">Registrant&#180s telephone number, including area code:  <B>(604)  687-0619</P>
</B>
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<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">Unless otherwise indicated, all references to &quot;dollars&quot; and &quot;$&quot; are to United States dollars.</P>
<P>_____________________________________________________________________________________</P>

<P ALIGN="CENTER">Page 1 of 7  </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">CORNUCOPIA RESOURCES LTD.</P>

<P>&nbsp;</P>
<U><P ALIGN="CENTER">TABLE OF CONTENTS</P>
</U>
<P>&nbsp;</P>
<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;<U>PAGE</P>
</U>
<P>GENERAL&#9;&#9;3</P>
</B>
<B><P>BUSINESS DEVELOPMENT&#9;</P>

<P>&#9;-  Annual General Meeting&#9;3</P>
<P>&#9;-  Sale of Touchstone Resources Company &amp; Ivanhoe Property Interest&#9;3 - 4</P>
<P>&#9;-  Acquisition of Stockscape Technologies Ltd.&#9;4</P>
</B>
<B><P>ITEM 1:&#9;CHANGES IN CONTROL OF REGISTRANT&#9;4&#9;</P>
</B>
<B><P>ITEM 2:&#9;ACQUISITION OR DISPOSITION OF ASSETS&#9;4</P>
</B>
<P>ITEM 3:&#9;BANKRUPTCY OR RECEIVERSHIP&#9;-</P>

<P>ITEM 4:&#9;CHANGES IN REGISTRANT&#180S CERTIFYING ACCOUNTANT&#9;-</P>

<B><P>ITEM 5:&#9;OTHER EVENTS</B>  &#9;<B>5</P>
</B>
<P>ITEM 6:&#9;RESIGNATION OF REGISTRANT&#180S DIRECTORS&#9;-</P>

<B><P>ITEM 7:&#9;FINANCIAL STATEMENTS AND EXHIBITS</B>&#9;   <B>5 &amp; 7</P>
</B>
<P>ITEM 8:&#9;CHANGE IN FISCAL YEAR&#9;-</P>

<P>ITEM 9:&#9;SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.&#9;-</P>

<B><P>SIGNATURES&#9;</B>&#9;    <B>6</P>
</B>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P><BR>
</P>

<B><P>CORNUCOPIA RESOURCES LTD.</P>

<P>&nbsp;</P>
<P>GENERAL</P>

</B><P ALIGN="JUSTIFY">Unless the context otherwise requires, &quot;Cornucopia&quot; means Cornucopia Resources Ltd. and its subsidiaries and &quot;Stockscape.com&quot; means the recently renamed company and its subsidiaries.</P>
<B>
</B><P>The Company uses the United States (&quot;US dollar&quot;) as its reporting currency.  As such, all references in this document to &quot;dollars&quot; or  to C$ are to Canadian dollars.</P>

<B><P>&nbsp;</P>
<P>BUSINESS DEVELOPMENT </P>
<U>
<P>Annual General Meeting</P>
</B></U>
<P ALIGN="JUSTIFY">Cornucopia Resources Ltd. has been in negotiations with arm&#180s length parties since early this year with a view to the reorganization of Cornucopia and its business.  The reorganization, which was subject to requisite regulatory and
shareholder approvals, involved:  (1) the sale of Cornucopia&#180s primary asset, its joint venture interest in the Ivanhoe property in the State of Nevada;  (2) a consolidation of its authorized and issued common share capital;  (3) the acquisition of a
new business;  and (4) a change of name and restructuring of the Board of Directors of Cornucopia to reflect the nature of the company&#180s new business.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Cornucopia held its Annual and Extraordinary General Meeting on June 30, 1999, (the &quot;Shareholder Meeting&quot;) and the shareholders passed special resolutions:</P>
<P ALIGN="JUSTIFY"></P>
<OL TYPE="I">

<P ALIGN="JUSTIFY"><LI>Approving the disposition of substantially the whole of the undertaking of Cornucopia consequent upon the sale of Cornucopia&#180s 25% interest in the Ivanhoe Venture, through the sale of all of the issued and outstanding shares of
Touchstone Resources Company. </LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>Authorizing  the consolidation of all of Cornucopia&#180s common shares without par value:</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<OL TYPE="a">

<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>from 200,000,000 common shares into 20,000,000 common shares, every 10 common shares being consolidated into 1 common share; and then </LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>increasing the company&#180s authorized common share capital to its pre-consolidation level of 200,000,000 common shares without par value and altering the company&#180s Memorandum accordingly, attached hereto as Exhibit 20.1.</LI></P>
</OL>
</OL>

<P ALIGN="JUSTIFY"></P>
<OL TYPE="I">

<P ALIGN="JUSTIFY"><LI>Authorizing the change of the name of Cornucopia to Stockscape.com Technologies Inc. </LI></P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY"><LI>An ordinary resolution also was passed at the Shareholder Meeting to ratify and approve the adoption of a new Stock Incentive Plan for the company, to replace the previous Stock Incentive Plan.  To date the directors have allocated
share purchase options under the new Stock Incentive Plan to directors and employees and former directors and employees, for the purchase of a total of 1.1 million shares of Stockscape.com at an exercise price of C$0.50 per share.</LI></P></OL>

<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Sale of Touchstone Resources Company &amp; Ivanhoe Property Interest</P>
</B></U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Cornucopia owned a 25% interest in the Ivanhoe property through its wholly-owned United States subsidiary, Touchstone Resources Company (&quot;Touchstone&quot;).  On March 2, 1999, Cornucopia entered into an agreement with Great Basin
Gold Ltd. (&quot;Great Basin&quot;) whereby Great Basin would acquire all of the outstanding shares of Touchstone, subject to regulatory approval and shareholder approval.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The company closed the sale transaction of all the issued and outstanding shares of Touchstone to Great Basin on June 30, 1999 in exchange for 2,750,000 common shares of Great Basin at a deemed price of C$1.25 per share and 250,000
warrants of Great Basin, exercisable to purchase an additional 250,000 shares at C$2.00 per share for one year.  Resale of the shares issued in consideration for the company&#180s interest will be restricted, by agreement, for a period of twelve months.
The company has agreed to a voting trust in favour of Great Basin management for a period of two years and has been given representation on the board of directors of Great Basin.  As well, the company will have the right to participate in future
financings of Great Basin in order to maintain its equity interest. </P>
<B><U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Acquisition of Stockscape Technologies Ltd.</P>
</B></U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">On March 2, 1999, Cornucopia also reached an agreement for the acquisition of a privately-held Internet investment research provider, Stockscape Technologies Ltd.  The acquisition will be accomplished by the issuance of 10,000,000
post-consolidation shares of the newly reorganized and renamed company, Stockscape.com Technologies Inc., at a deemed price of C$0.50 per share for aggregate consideration of C$5,000,000 and is conditional upon the completion of due diligence and the
execution and delivery of definitive documentation.  These shares will be subject to trading restrictions under U.S. Securities legislation for a minimum of two years.  The Company anticipates that the acquisition will be completed within the next few days.</P>
<P ALIGN="JUSTIFY"></P>
<B><P>&nbsp;</P>
<P>ITEM 1:&#9;<U>CHANGES IN CONTROL OF REGISTRANT</P>
</B></U>
<P ALIGN="JUSTIFY">A.R. Rule Investments (B.C.) Ltd. (&quot;Rule Investments&quot;) is the principal shareholder of Stockscape Technologies Ltd.  Rule Investments has advanced a total of C$608,704 in principal amount to Stockscape for working capital
purposes to December 31, 1998.  As at December 31, 1998, principal and accrued interest totaled C$672,988.  The loans are interest-bearing at the rate of 12% per annum and are repayable on demand.  Rule Investments continued to fund the working capital
requirements of Stockscape on the same terms, pending completion of the acquisition of the company by Cornucopia.  Subsequent to December 31, 1998, Rule Investments agreed to accept shares of Stockscape in satisfaction of up to $825,000 of any outstanding
indebtedness.  The shares to be issued will form part of the shares to be acquired by Stockscape.com Technologies Inc.</P>
<B><U>
</B></U><P ALIGN="JUSTIFY">To the knowledge of the directors and senior officers of the Company, the following are the only persons who will beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 5% of
the voting rights attached to all shares of Stockscape.com Technologies Inc.:</P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY"></P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=583>
<TR><TD WIDTH="40%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="32%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=1><P ALIGN="CENTER">Prior to Transactions</B></FONT></TD>
<TD WIDTH="28%" VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=1><P ALIGN="CENTER">After Transactions<SUP> </SUP>(2)</B></FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=1>
<B><FONT SIZE=1><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">&nbsp;</P>
<P>Name and Address of Beneficial Owner<SUP>   </B></SUP>(1)</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=1>
<B><FONT SIZE=1><P ALIGN="CENTER">No. of Common Shares Beneficially Owned</B></FONT></TD>
<TD WIDTH="14%" VALIGN="TOP" HEIGHT=1>
<B><FONT SIZE=1><P ALIGN="CENTER">Percentage of Class</B></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" HEIGHT=1>
<B><FONT SIZE=1><P ALIGN="CENTER">No. of Common Shares Beneficially Owned</B></FONT></TD>
<TD WIDTH="12%" VALIGN="TOP" HEIGHT=1>
<B><FONT SIZE=1><P ALIGN="CENTER">Percentage of Class </B></FONT></TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=1><P>A.R. Rule Investments B.C. Ltd. (3)           c/o&nbsp;2900 - 595 Burrard Street                   Vancouver , British Columbia<BR>
V7X 1J5</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=1><P ALIGN="CENTER">nil<BR>
</FONT></TD>
<TD WIDTH="14%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=1><P ALIGN="CENTER">0%</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=1><P ALIGN="CENTER">10,000,000</FONT></TD>
<TD WIDTH="12%" VALIGN="TOP" HEIGHT=1>
<FONT SIZE=1><P ALIGN="CENTER">55.06%</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=1><P>(1)&#9;Information in this table is based on information provided to management by those named.</P>
<P>(2)&#9;Following completion of acquisition of Stockscape Technologies Ltd., disposition of Ivanhoe Property and private</P>
<P>placement financing disclosed in Item 5 below.  All shares are held directly.   </P>
<P>(3)&#9;A.R. Rule Investments B.C. Ltd. is beneficially owned by Arthur R. Rule.</P>
</FONT><B><U><FONT SIZE=2>
</U><P>ITEM 2:&#9;<U>ACQUISITION OR DISPOSITION OF ASSETS</P>

</B></U><P ALIGN="JUSTIFY">On June 30, 1999, the Company completed the sale of its 25% interest in the Ivanhoe property to Great Basin Gold Ltd. of Vancouver,  B.C. for 2,750,000 common shares of Great Basin at a deemed price of C$1.25 per share and
250,000 warrants exercisable to purchase an additional 250,000 shares of Great Basin at C$2.00 per share for one year.  Resale of the shares issued in consideration for the Company&#180s interest will be restricted, by agreement, for a period of twelve
months.  The Company has agreed to a voting trust in favour of Great Basin management for a period of two years and has been given representation on the board of directors of Great Basin.  As well, the Company will have the right to participate in future
financings of Great Basin in order to maintain its equity interest.   See news release attached as Exhibit 20.1.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">ITEM 5:&#9;<U>OTHER EVENTS</P>
</B></U><P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Board of Directors</P>
</B></U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The names of the proposed nominees to the Board of Directors were set out in the Proxy Statement (Information Circular).  The following five persons were elected as directors of the Company, to hold office until the next annual general
meeting or until their successors are elected or appointed:  </P>
<P ALIGN="JUSTIFY"></P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">Sargent H. Berner</P>
<P ALIGN="JUSTIFY">John J. Brown</P>
<P ALIGN="JUSTIFY">Andrew F. M. Milligan</P>
<P ALIGN="JUSTIFY">A. Murray Sinclair</P>
<P ALIGN="JUSTIFY">David R. Williamson</P>
<P ALIGN="JUSTIFY"></P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><U><P ALIGN="JUSTIFY">Stock Incentive Plan  </P>
<P ALIGN="JUSTIFY"></P>
</B></U><P ALIGN="JUSTIFY">The adoption of a new Stock Incentive Plan was also placed before the shareholders at the Annual and Extraordinary General Meeting held on June 30, 1999.  The shareholders approved the new Stock Inventive Plan, in the form
attached as Appendix &quot;F&quot; to the company&#180s Proxy Statement (Information Circular), which was filed with the Securities and Exchange Commission under Definitive Proxy Materials, Schedule 14a, dated June 10, 1999.</P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Stock Exchange Listing</P>
</B></U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Company&#180s shares currently trade on the OTC Bulletin Board under the symbol CNPGF.  The Company anticipates that the formal closing of the acquisition of Stockscape Technologies Ltd. will be completed within the next few days at
which time the share consolidation and name change will be made effective and the shares of the Company thereafter will commence trading on the OTC Bulletin Board on a consolidated basis under the symbol STKSF. </P>
<P ALIGN="JUSTIFY"></P>
<B><U><P ALIGN="JUSTIFY">Financing</P>
</B></U><P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Cornucopia has received all required approvals for a financing of up to 4 million units of Stockscape.com and Stockscape.com has received commitments for the financing which will be done on a post-consolidation basis at C$0.50 per unit
to raise maximum proceeds of C$2,000,000.  Each unit will consist of one common share and two share purchase warrants.  One share purchase warrant will be exercisable in the first year to acquire one additional Stockscape.com common share at C$0.65.  The
second warrant will be exercisable for a period of two years to acquire one additional common share at C$0.95.  The warrants will have forced conversion features.  Proceeds of the financing will be used to further develop the Stockscape.com customer base
and for working capital purposes.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The Company anticipates that the private placement will be conducted at the closing of the Stockscape acquisition within the next few days. </P>
<B>
<P>&nbsp;</P>
<P>ITEM 7:&#9;<U>FINANCIAL STATEMENTS AND EXHIBITS</P>
</B></U>
<P>&nbsp;</P>
<P>(C)  Exhibits:&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;                              <U>Pages</P>
</U>
<P>20.1&#9;News release dated July 6, 1999&#9;&#9;                                                &#9;&#9;      7</P>

<P>&#9;</P>

<P> </P>

<P>&nbsp;</P>
<B><P ALIGN="CENTER">CORNUCOPIA RESOURCES LTD.</P>

<P>&nbsp;</P>
<P ALIGN="CENTER">SIGNATURES</P>
</B>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="JUSTIFY">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 hereunto duly authorized.</P>

<P>&nbsp;</P>
<B><P>CORNUCOPIA RESOURCES LTD.</P>
</B>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P> /s/ Andrew F. B. Milligan</P>
<P>&#9;</P>
<P>Andrew F. B. Milligan </P>
<P>President and CEO</P>
<P>Date:  July  9, 1999</P>

<P>&nbsp;</P>
<P>&nbsp;</P>
</FONT><FONT SIZE=3><P>&nbsp;</P>
<B><P ALIGN="CENTER">EXHIBIT  20.1</P>
<P ALIGN="CENTER"></P>
</FONT><FONT SIZE=2><P ALIGN="RIGHT">CORNUCOPIA RESOURCES LTD. </P>
</B><P ALIGN="RIGHT">Suite 540 - 355 Burrard Street, Vancouver, BC Canada V6C 2G8</P>
<P ALIGN="RIGHT">Telephone: (604) 687-0619 <FONT FACE="Symbol">&#183;</FONT>
 Facsimile: (604) 681-4170</P>
<B><P ALIGN="RIGHT"></P>
<P>News Release &#9;OTCBB Trading Symbol: CNPGF</P>
<P>&#9;</P>
<P>&#9;&#9;</P>
<P>For Immediate Release&#9;July 6, 1999</P>
</FONT><U><FONT SIZE=3><P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">Reorganization Approved by Shareholders</P>
<P ALIGN="JUSTIFY"></P>
</U></FONT><FONT SIZE=2><P ALIGN="JUSTIFY">Vancouver, BC</B> - Andrew F. B. Milligan, President and Chief Executive Officer of Cornucopia Resources Ltd. (CNPGF: OTC Bulletin Board) announces that at the company&#180s Annual and Extraordinary General
Meeting held on June 30, 1999,  the shareholders passed special resolutions approving: (1) the sale of Cornucopia&#180s primary asset, its joint venture interest in the Ivanhoe property in the State of Nevada;  (2) a consolidation of its authorized and
issued common share capital;  (3) the acquisition of Stockscape Technologies Ltd.;  and (4) a change of name to Stockscape.com Technologies Inc. and restructuring of the Board of Directors of Cornucopia to reflect the nature of the company&#180s new
business.  The shareholders elected Andrew F. B. Milligan, John J. Brown, Sargent H. Berner, A. Murray Sinclair and David R. Williamson as directors of the company.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The company sold its 25% interest in the Ivanhoe property to Great Basin Gold Ltd. of Vancouver, B.C. for 2,750,000 common shares of Great Basin at a deemed price of C$1.25 per share and 250,000 warrants exercisable to purchase an
additional 250,000 shares of Great Basin at C$2.00 per share for one year.  Resale of the shares issued in consideration for the company&#180s interest will be restricted, by agreement, for a period of twelve months.  The company has agreed to a voting
trust in favour of Great Basin management for a period of two years and has been given representation on the board of directors of Great Basin.  As well, the company will have the right to participate in future financings of Great Basin in order to
maintain its equity interest. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The company anticipates that the formal closing of the acquisition of Stockscape Technologies Ltd. will be completed within the next few days at which time the share consolidation and name change will be made effective and the shares of
the company thereafter will commence trading on the OTCBB on a consolidated basis under the symbol STKSF.  In the meantime, the shares will continue trading under the previous symbol CNPGF.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The company understands that its shares were called for trading on the OTC Bulletin Board on July 6, 1999 under the STKSF symbol.  The OTC Bulletin Board has been advised that this was premature, and has confirmed that trading will
continue under the symbol CNPGF until they are instructed that the company&#180s name change and share consolidation have been made effective.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><P>ON BEHALF OF THE BOARD OF DIRECTORS</P>
</B>
<P>&nbsp;</P>
<P>/s/  Andrew F. B. Milligan</P>
<P>President and CEO</P>

<B><P>Cornucopia Resources Ltd.&#9;Investor Relations:  1.604.687.0619</P>
</B><P ALIGN="JUSTIFY"></P></FONT></BODY>
</HTML>
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SECURITIES AND EXCHANGE COMMISSION
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
Date of Report:
July 9, 1999
CORNUCOPIA RESOURCES LTD.
_____________________________________________________________________________________
(Exact name of registrant as specified in its charter)
British Columbia, Canada                                             0-16778                                                           None
(State or other jurisdiction of                                   (Commission                                          (IRS Employer
incorporation)                                                             File Number)                                   Identification No.)
540 The Marine Building, 355 Burrard Street, Vancouver,  B.C.   V6C 2G8
(Address of Principal Executive Office)
Registrant´s telephone number, including area code:
(604)  687-0619
Unless otherwise indicated, all references to "dollars" and "$" are to United States dollars.
_____________________________________________________________________________________
Page 1 of 7
CORNUCOPIA RESOURCES LTD.
TABLE OF CONTENTS
PAGE
GENERAL		3
BUSINESS DEVELOPMENT
-  Annual General Meeting	3
-  Sale of Touchstone Resources Company & Ivanhoe Property Interest	3 - 4
-  Acquisition of Stockscape Technologies Ltd.	4
ITEM 1:	CHANGES IN CONTROL OF REGISTRANT	4
ITEM 2:	ACQUISITION OR DISPOSITION OF ASSETS	4
ITEM 3:	BANKRUPTCY OR RECEIVERSHIP	-
ITEM 4:	CHANGES IN REGISTRANT´S CERTIFYING ACCOUNTANT	-
ITEM 5:	OTHER EVENTS
5
ITEM 6:	RESIGNATION OF REGISTRANT´S DIRECTORS	-
ITEM 7:	FINANCIAL STATEMENTS AND EXHIBITS
5 & 7
ITEM 8:	CHANGE IN FISCAL YEAR	-
ITEM 9:	SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.	-
SIGNATURES
6
CORNUCOPIA RESOURCES LTD.
GENERAL
Unless the context otherwise requires, "Cornucopia" means Cornucopia Resources Ltd. and its subsidiaries and "Stockscape.com" means the recently renamed company and its subsidiaries.
The Company uses the United States ("US dollar") as its reporting currency.  As such, all references in this document to "dollars" or  to C$ are to Canadian dollars.
BUSINESS DEVELOPMENT
Annual General Meeting
Cornucopia Resources Ltd. has been in negotiations with arm´s length parties since early this year with a view to the reorganization of Cornucopia and its business.  The reorganization, which was subject to requisite regulatory and
shareholder approvals, involved:  (1) the sale of Cornucopia´s primary asset, its joint venture interest in the Ivanhoe property in the State of Nevada;  (2) a consolidation of its authorized and issued common share capital;  (3) the acquisition of a
new business;  and (4) a change of name and restructuring of the Board of Directors of Cornucopia to reflect the nature of the company´s new business.
Cornucopia held its Annual and Extraordinary General Meeting on June 30, 1999, (the "Shareholder Meeting") and the shareholders passed special resolutions:
Approving the disposition of substantially the whole of the undertaking of Cornucopia consequent upon the sale of Cornucopia´s 25% interest in the Ivanhoe Venture, through the sale of all of the issued and outstanding shares of
Touchstone Resources Company.
Authorizing  the consolidation of all of Cornucopia´s common shares without par value:
from 200,000,000 common shares into 20,000,000 common shares, every 10 common shares being consolidated into 1 common share; and then
increasing the company´s authorized common share capital to its pre-consolidation level of 200,000,000 common shares without par value and altering the company´s Memorandum accordingly, attached hereto as Exhibit 20.1.
Authorizing the change of the name of Cornucopia to Stockscape.com Technologies Inc.
An ordinary resolution also was passed at the Shareholder Meeting to ratify and approve the adoption of a new Stock Incentive Plan for the company, to replace the previous Stock Incentive Plan.  To date the directors have allocated
share purchase options under the new Stock Incentive Plan to directors and employees and former directors and employees, for the purchase of a total of 1.1 million shares of Stockscape.com at an exercise price of C$0.50 per share.
Sale of Touchstone Resources Company & Ivanhoe Property Interest
Cornucopia owned a 25% interest in the Ivanhoe property through its wholly-owned United States subsidiary, Touchstone Resources Company ("Touchstone").  On March 2, 1999, Cornucopia entered into an agreement with Great Basin
Gold Ltd. ("Great Basin") whereby Great Basin would acquire all of the outstanding shares of Touchstone, subject to regulatory approval and shareholder approval.
The company closed the sale transaction of all the issued and outstanding shares of Touchstone to Great Basin on June 30, 1999 in exchange for 2,750,000 common shares of Great Basin at a deemed price of C$1.25 per share and 250,000
warrants of Great Basin, exercisable to purchase an additional 250,000 shares at C$2.00 per share for one year.  Resale of the shares issued in consideration for the company´s interest will be restricted, by agreement, for a period of twelve months.
The company has agreed to a voting trust in favour of Great Basin management for a period of two years and has been given representation on the board of directors of Great Basin.  As well, the company will have the right to participate in future
financings of Great Basin in order to maintain its equity interest.
Acquisition of Stockscape Technologies Ltd.
On March 2, 1999, Cornucopia also reached an agreement for the acquisition of a privately-held Internet investment research provider, Stockscape Technologies Ltd.  The acquisition will be accomplished by the issuance of 10,000,000
post-consolidation shares of the newly reorganized and renamed company, Stockscape.com Technologies Inc., at a deemed price of C$0.50 per share for aggregate consideration of C$5,000,000 and is conditional upon the completion of due diligence and the
execution and delivery of definitive documentation.  These shares will be subject to trading restrictions under U.S. Securities legislation for a minimum of two years.  The Company anticipates that the acquisition will be completed within the next few days.
ITEM 1:
CHANGES IN CONTROL OF REGISTRANT
A.R. Rule Investments (B.C.) Ltd. ("Rule Investments") is the principal shareholder of Stockscape Technologies Ltd.  Rule Investments has advanced a total of C$608,704 in principal amount to Stockscape for working capital
purposes to December 31, 1998.  As at December 31, 1998, principal and accrued interest totaled C$672,988.  The loans are interest-bearing at the rate of 12% per annum and are repayable on demand.  Rule Investments continued to fund the working capital
requirements of Stockscape on the same terms, pending completion of the acquisition of the company by Cornucopia.  Subsequent to December 31, 1998, Rule Investments agreed to accept shares of Stockscape in satisfaction of up to $825,000 of any outstanding
indebtedness.  The shares to be issued will form part of the shares to be acquired by Stockscape.com Technologies Inc.
To the knowledge of the directors and senior officers of the Company, the following are the only persons who will beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 5% of
the voting rights attached to all shares of Stockscape.com Technologies Inc.:
Prior to Transactions
After Transactions
(2)
Name and Address of Beneficial Owner
(1)
No. of Common Shares Beneficially Owned
Percentage of Class
No. of Common Shares Beneficially Owned
Percentage of Class
A.R. Rule Investments B.C. Ltd. (3)           c/o 2900 - 595 Burrard Street                   Vancouver , British Columbia
V7X 1J5
nil
0%
10,000,000
55.06%
(1)	Information in this table is based on information provided to management by those named.
(2)	Following completion of acquisition of Stockscape Technologies Ltd., disposition of Ivanhoe Property and private
placement financing disclosed in Item 5 below.  All shares are held directly.
(3)	A.R. Rule Investments B.C. Ltd. is beneficially owned by Arthur R. Rule.
ITEM 2:
ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1999, the Company completed the sale of its 25% interest in the Ivanhoe property to Great Basin Gold Ltd. of Vancouver,  B.C. for 2,750,000 common shares of Great Basin at a deemed price of C$1.25 per share and
250,000 warrants exercisable to purchase an additional 250,000 shares of Great Basin at C$2.00 per share for one year.  Resale of the shares issued in consideration for the Company´s interest will be restricted, by agreement, for a period of twelve
months.  The Company has agreed to a voting trust in favour of Great Basin management for a period of two years and has been given representation on the board of directors of Great Basin.  As well, the Company will have the right to participate in future
financings of Great Basin in order to maintain its equity interest.   See news release attached as Exhibit 20.1.
ITEM 5:
OTHER EVENTS
Board of Directors
The names of the proposed nominees to the Board of Directors were set out in the Proxy Statement (Information Circular).  The following five persons were elected as directors of the Company, to hold office until the next annual general
meeting or until their successors are elected or appointed:
Sargent H. Berner
John J. Brown
Andrew F. M. Milligan
A. Murray Sinclair
David R. Williamson
Stock Incentive Plan
The adoption of a new Stock Incentive Plan was also placed before the shareholders at the Annual and Extraordinary General Meeting held on June 30, 1999.  The shareholders approved the new Stock Inventive Plan, in the form
attached as Appendix "F" to the company´s Proxy Statement (Information Circular), which was filed with the Securities and Exchange Commission under Definitive Proxy Materials, Schedule 14a, dated June 10, 1999.
Stock Exchange Listing
The Company´s shares currently trade on the OTC Bulletin Board under the symbol CNPGF.  The Company anticipates that the formal closing of the acquisition of Stockscape Technologies Ltd. will be completed within the next few days at
which time the share consolidation and name change will be made effective and the shares of the Company thereafter will commence trading on the OTC Bulletin Board on a consolidated basis under the symbol STKSF.
Financing
Cornucopia has received all required approvals for a financing of up to 4 million units of Stockscape.com and Stockscape.com has received commitments for the financing which will be done on a post-consolidation basis at C$0.50 per unit
to raise maximum proceeds of C$2,000,000.  Each unit will consist of one common share and two share purchase warrants.  One share purchase warrant will be exercisable in the first year to acquire one additional Stockscape.com common share at C$0.65.  The
second warrant will be exercisable for a period of two years to acquire one additional common share at C$0.95.  The warrants will have forced conversion features.  Proceeds of the financing will be used to further develop the Stockscape.com customer base
and for working capital purposes.
The Company anticipates that the private placement will be conducted at the closing of the Stockscape acquisition within the next few days.
ITEM 7:
FINANCIAL STATEMENTS AND EXHIBITS
(C)  Exhibits:
Pages
20.1	News release dated July 6, 1999		                                                		      7
CORNUCOPIA RESOURCES LTD.
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 hereunto duly authorized.
CORNUCOPIA RESOURCES LTD.
/s/ Andrew F. B. Milligan
Andrew F. B. Milligan
President and CEO
Date:  July  9, 1999
EXHIBIT  20.1
CORNUCOPIA RESOURCES LTD.
Suite 540 - 355 Burrard Street, Vancouver, BC Canada V6C 2G8
Telephone: (604) 687-0619
·
Facsimile: (604) 681-4170
News Release 	OTCBB Trading Symbol: CNPGF
For Immediate Release	July 6, 1999
Reorganization Approved by Shareholders
Vancouver, BC
- Andrew F. B. Milligan, President and Chief Executive Officer of Cornucopia Resources Ltd. (CNPGF: OTC Bulletin Board) announces that at the company´s Annual and Extraordinary General
Meeting held on June 30, 1999,  the shareholders passed special resolutions approving: (1) the sale of Cornucopia´s primary asset, its joint venture interest in the Ivanhoe property in the State of Nevada;  (2) a consolidation of its authorized and
issued common share capital;  (3) the acquisition of Stockscape Technologies Ltd.;  and (4) a change of name to Stockscape.com Technologies Inc. and restructuring of the Board of Directors of Cornucopia to reflect the nature of the company´s new
business.  The shareholders elected Andrew F. B. Milligan, John J. Brown, Sargent H. Berner, A. Murray Sinclair and David R. Williamson as directors of the company.
The company sold its 25% interest in the Ivanhoe property to Great Basin Gold Ltd. of Vancouver, B.C. for 2,750,000 common shares of Great Basin at a deemed price of C$1.25 per share and 250,000 warrants exercisable to purchase an
additional 250,000 shares of Great Basin at C$2.00 per share for one year.  Resale of the shares issued in consideration for the company´s interest will be restricted, by agreement, for a period of twelve months.  The company has agreed to a voting
trust in favour of Great Basin management for a period of two years and has been given representation on the board of directors of Great Basin.  As well, the company will have the right to participate in future financings of Great Basin in order to
maintain its equity interest.
The company anticipates that the formal closing of the acquisition of Stockscape Technologies Ltd. will be completed within the next few days at which time the share consolidation and name change will be made effective and the shares of
the company thereafter will commence trading on the OTCBB on a consolidated basis under the symbol STKSF.  In the meantime, the shares will continue trading under the previous symbol CNPGF.
The company understands that its shares were called for trading on the OTC Bulletin Board on July 6, 1999 under the STKSF symbol.  The OTC Bulletin Board has been advised that this was premature, and has confirmed that trading will
continue under the symbol CNPGF until they are instructed that the company´s name change and share consolidation have been made effective.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/  Andrew F. B. Milligan
President and CEO
Cornucopia Resources Ltd.	Investor Relations:  1.604.687.0619