RICH COAST INC, S-3, 1998-09-11

RICH COAST INC
S-3, 1998-09-11
CRUDE PETROLEUM & NATURAL GAS

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<PAGE>

As filed with the Securities and Exchange Commission on September 11, 1998
File No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

RICH COAST INC.
----------------------------
(Name of Registrant as specified in its charter)

NEVADA 91-1835978
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)

James P. Fagan, President
Rich Coast Inc.
10200 Ford Road 10200 Ford Road
Dearborn, Michigan 48126 Dearborn, Michigan 48126
(313)582-8866 (313) 582-8866
- ----------------------------------------- ---------------------------------
(Address,including zip code,and telephone (Name, address,including zip code
number, including area code, of and telephone number, including
Registrant's principal executive offices) area code, of agent for service)
---------------

It is requested that copies of all correspondence be sent to: Theresa M.
Mehringer, Esq., Smith McCullough, P.C., 4643 S. Ulster Street, Suite 900,
Denver, Colorado 80237, telephone number (303) 221-6000, facsimile number (303)
221-6001.
--------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:
----
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: X
----

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
----

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
----

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
----

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement becomes
effective on such date as the Securities and Exchange Commission acting pursuant
to said Section 8(a) may determine.
<PAGE>

- --------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Title of each class Amount to Proposed maximum offering Proposed maximum Amount of
of securities to be be registered price per share(2) aggregate offering registration
registered(1) price(2) fee(2)
- ----------------------- ---------------------- --------------------------- --------------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock issuable 960,000 Shares $0.78125 $750,000 $221
upon exercise of
Warrants
- ----------------------- ---------------------- --------------------------- --------------------------- -------------------
Common Stock issuable 2,601,457 Shares(3) $0.78125 $2,032,388 $600
upon conversion of
Debentures
- ----------------------- ---------------------- --------------------------- --------------------------- -------------------
Total 3,561,457 Shares $0.78125 $2,782,388 $821
- ----------------------- ---------------------- --------------------------- --------------------------- -------------------

</TABLE>

(1) For a description of the various securities referred to herein and the
transactions in which they were issued, See "Description of Securities -
Securities Registered Hereby."

(2) Proposed maximum offering price and registration fee is based on the
average of the bid and asked prices reported by Nasdaq on September 9,
1998 (a date within five business days prior to the initial filing
hereof) pursuant to Rule 457(c).

(3) Includes the registration for resale of such presently indeterminate
number of shares of Common Stock issuable upon conversion of $1,500,000
principal amount of 8% Convertible Debentures (the "Debentures").
Estimated solely for purposes of calculating the registration fee in
connection with this Registration Statement and assumes that all of the
Debentures are converted into shares of Common Stock based on a price of
$0.76875 per share of Common Stock (the average closing bid price of the
Common Stock for the five trading days ending on August 27, 1998) and
using a discount rate of 25%.
<PAGE>

RICH COAST INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM S-3 SECTIONS IN PROSPECTUS
ITEM NO. CAPTION OR REGISTRATION STATEMENT
- -------- ------- -------------------------

PART I INFORMATION REQUIRED IN PROSPECTUS
<S> <C> <C>
1 Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus....................... Outside Front Cover Page

2 Inside Front and Outside Back Cover Pages of
Prospectus........................................... Inside Front Cover Pages;
Table of Contents
3 Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges............................ Risk Factors; Prospectus Summary

4 Use of Proceeds...................................... Prospectus Summary; Use of Proceeds

5 Determination of Offering Price...................... Plan of Distribution

6 Dilution............................................. Not Applicable

7 Selling Security Holders............................. Selling Shareholders

8 Plan of Distribution................................. Plan of Distribution

9 Description of Securities to be Registered........... Description of Securities

10 Interest of Named Experts and Counsel................ Not Applicable

11 Material Changes .................................... Prospectus Summary - The Company and Recent
Developments
12 Incorporation of Certain Information by
Reference............................................ Documents Incorporated by Reference

13 Disclosure of Commission Position on Indemnification
for Securities Act Liabilities....................... Plan of Distribution - Indemnification

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

14 Other Expenses of Issuance and Distribution ......... Other Expenses of Issuance and
Distribution

15 Indemnification of Directors and Officers............ Indemnification of Directors and Officers

16 Exhibits............................................. Exhibits

17 Undertakings......................................... Undertakings
</TABLE>
<PAGE>

SUBJECT TO COMPLETION - PRELIMINARY PROSPECTUS DATED SEPTEMBER 11, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

RICH COAST INC.
3,561,457 SHARES OF COMMON STOCK TO BE ISSUED TO
AND OFFERED BY SELLING SHAREHOLDERS

An aggregate of 3,561,457 shares (the "Shares") of $.001 par value Common
Stock (the "Common Stock") of Rich Coast Inc. ("Rich Coast" or the "Company")
may be offered by certain shareholders (the "Selling Shareholders") from time to
time in the public market. The shares of Common Stock offered hereby include the
resale of such presently indeterminate number of shares of Common Stock as shall
be issued in respect of all shares of Common Stock issuable upon conversion of
$1,500,000 principal amount of 8% Convertible Debentures. The number of shares
of Common Stock indicated to be issuable in connection with such transactions
and offered for resale hereby is an estimate determined in accordance with a
formula based on the market prices of the Common Stock, as described in the
Prospectus, and is subject to adjustment and could be materially less or more
than such estimated amount depending upon the market price of the Common Stock
at the time the Debentures are converted.

All proceeds received from the sale of the Shares offered by the Selling
Shareholders will accrue to the benefit of the Selling Shareholders and not to
the Company. None of the Shares which may be offered by the Selling Shareholders
are outstanding on the date of this Prospectus, but may be issued by the Company
after the date of this Prospectus upon exercise of outstanding warrants (the
"Warrants") or conversion of outstanding debentures (the "Debentures") held by
Selling Shareholders. These Shares may be resold in the public market by the
Selling Shareholders. The Company will receive the exercise price paid upon
exercise of Warrants for issuance of those shares; however, any difference
between that price and the price at which the shares are sold in the market by
the Selling Shareholders will accrue to the benefit of the Selling Shareholders.
Sales of any of these previously restricted Shares into the public market could
impact the market adversely so long as this Offering continues. See "Risk
Factors."

The Common Stock is traded in the over-the-counter market and quoted on
the National Association of Securities Dealers Automated Quotation System
("Nasdaq") Small-Cap Market under the symbol "KRHC". On September 9, 1998, the
average of the bid and asked prices of the Common Stock as reported by Nasdaq
was $0.78125.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" ON PAGES FOUR THROUGH SEVEN FOR DISCUSSION OF CERTAIN
MATERIAL RISKS IN CONNECTION WITH THE COMPANY WHICH PROSPECTIVE INVESTORS SHOULD
CONSIDER PRIOR TO PURCHASING THE SECURITIES OFFERED HEREBY.

The Shares will be offered by the Selling Shareholders through dealers or
brokers in the over-the-counter market. The Shares may also be sold in privately
negotiated transactions. Sales through dealers or brokers are expected to be
made with customary commissions being paid by the Selling Shareholders. Payments
to persons assisting the Selling Shareholders with respect to privately
negotiated transactions will be negotiated on a transaction-by-transaction
basis. The Selling Shareholders have advised the Company that prior to the date
of this Prospectus they have made no agreements or arrangements with any
underwriters, brokers or dealers regarding the sale of the Shares. See "Plan of
Distribution." Any commissions and/or discounts on the sale of Shares offered by
the Selling Shareholders will be paid by the Selling Shareholders, and all other
expenses related to the filing of the registration statement to which this
<PAGE>

offering relates are being paid by the Company. Other expenses to be paid by the
Company may include SEC filing fee, printing costs, Edgar costs, legal fees and
accounting fees.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS _________, 1998.
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Price Per Total Number Aggregate Offering Proceeds to Selling
Share of Shares Price Shareholder
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares to be Outstanding
Offered by Selling
Shareholders (1) $0.78125(2) 3,561,457(3) $2,782,388 $2,782,388
- -------------------------------------------------------------------------------------------------------
</TABLE>

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

(1) These Shares will be offered by the Selling Shareholders after exercise of
outstanding Warrants and conversion of Debentures. See "Description of
Securities."
(2) The Price per Share represents the average of the bid and asked price as
reported by Nasdaq on September 9, 1998. These Shares will be offered from
time to time by the Selling Shareholders at market prices. Underwriting
discounts or commissions may be paid by the Selling Shareholders. See
"Plan of Distribution."
(3) The shares offered hereby include the resale of such presently
indeterminate number of shares of Common Stock issuable upon conversion of
the $1,500,000 principal amount of 8% Convertible Debentures.
<PAGE>

AVAILABLE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("the 1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Company's Common
Stock and Redeemable Common Stock Purchase Warrants are quoted on Nasdaq and,
therefore, copies of such documents and other information are provided to the
National Association of Securities Dealers, Inc. Such reports, proxy statements
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: in Chicago, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and in New York, 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such materials can be obtained at
prescribed rates by written request addressed to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
copies of such documents and other information are provided to Nasdaq and can be
inspected at the Nasdaq offices maintained at the National Association of
Securities Dealers, Inc., 1735 "K" Street, Washington, D.C. 20549. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding the Company and the address of such
Web site is (http://www.sec.gov).

The Company provides annual reports, including audited financial
statements, to its shareholders on request and as required under the 1934 Act.

The Company has filed with the Commission in Washington, D.C. a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "1933 Act"), with respect to the Common Stock offered hereby. As permitted
by the rules and regulations of the Commission, this Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
thereto. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement, including
the exhibits filed or incorporated as a part thereof, copies of which can be
inspected at, or obtained at prescribed rates from, the Public Reference Section
of the Commission at the address set forth above.

The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference: (1) Annual Report on Form 10-KSB
for the fiscal year ended April 30, 1998 filed with the Commission on July 31,
1998; (2) Quarterly Report on Form 10-QSB for the quarter ended July 31, 1998,
filed with the Commission on September ___, 1998; and (3) all other documents
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934
Act after the date hereof and prior to the termination of the offering of the
Shares, which documents shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in any documents incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that statements contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

-2-
<PAGE>

Any person receiving a copy of this Prospectus may obtain without
charge, upon written or oral request, a copy of any and all of the documents
incorporated by reference herein (not including exhibits to those documents,
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests for such documents
should be directed to Shareholder Relations, Rich Coast Inc., 10200 Ford Road,
Dearborn, Michigan 48126, telephone (313) 582-8866.

FORWARD-LOOKING STATEMENTS

Statements made in this Prospectus, including statements contained in
information incorporated by reference, that are not historical or current facts
are "forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the 1933 Act and Section 21E of the 1934 Act. The Company intends
that such forward-looking statements be subject to the safe harbors for such
statements. Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made.
Actual events may differ materially from those projected in any forward looking
statement. There are a number of important factors beyond the control of the
Company that could cause actual events to differ materially from those
anticipated by any forward looking information. These factors include those
discussed in this Prospectus under the heading "Risk Factors" and in the
"Management's Discussion and Analysis" sections of the Company's Securities and
Exchange Commission Filings incorporated herein by reference as well as factors
described in the Company's Current Reports on Form 8-K and other documents
incorporated herein by reference. The Company disclaims any obligation
subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus and the documents
incorporated by reference herein.

The Company and Recent Developments

Rich Coast Inc. is a non-hazardous waste treatment facility
specializing in recycling of waste oils. The Company's executive offices are
located at 10200 Ford Road, Dearborn, Michigan 48126, telephone (313) 582-8866.

Any changes in the Company's affairs which have occurred since the end
of the latest fiscal year for which audited financial statements were included
in the Company's latest Annual Report incorporated herein by reference are
described in subsequent reports on Form 10-QSB or Form 8-K which are also
incorporated herein by reference.

-3-
<PAGE>

The Offering

Pursuant to this Prospectus, the Selling Shareholders may from time to
time offer all or any portion of an aggregate of 3,561,457 Shares of Common
Stock in the over-the-counter market through underwriters, dealers or brokers or
in independently negotiated transactions. This amount includes an indeterminate
number of shares as shall be issued upon conversion of $1,500,000 principal
amount of 8% Convertible Debentures. See "Selling Shareholders" and "Plan of
Distribution." The Company will not receive any proceeds from the sale of Shares
offered by the Selling Shareholders. As of the date of this Prospectus, none of
the Shares registered for public sale are outstanding, and none of the Shares
have yet been issued, but may be purchased from the Company by Selling
Shareholders and resold by them pursuant to this Prospectus. See "Description of
Securities." These Shares of Common Stock underlie outstanding warrants and
convertible debentures exercisable or convertible at varying prices.

The Company may receive the cash proceeds from the exercise of
outstanding Warrants and will benefit through reduction of indebtedness by
conversion of outstanding debentures; however, the prices at which the Company
is obligated to issue the Shares upon conversion of Debentures are, as of the
date of this Prospectus, below the market price. In addition holders of Warrants
may be able to exercise the Warrants through a cashless exercise procedure,
which would result in no cash proceeds to the Company.

Risk Factors

The securities offered are speculative and involve a high degree of
risk. Factors which may affect the Company's business and the securities offered
hereby include uncertain financial condition, lack of profitability, possible
need for additional capital, dependence on management, substantial debt and the
likely adverse effect of this Offering on the market price of the Company's
Common Stock. See "Risk Factors."

Use of Proceeds

Net proceeds, if any, to the Company from the exercise of outstanding
warrants will be used for working capital. See "Use of Proceeds."

RISK FACTORS

In addition to the other information contained in this Prospectus,
prospective investors should carefully consider the following factors in
evaluating the Company and its business before purchasing the Common Stock
offered hereby.

FINANCIAL CONDITION; WORKING CAPITAL NEEDS. The Company reported net
losses of $1,069,295 and $1,928,329 for the fiscal years ended April 30, 1998
and 1997, respectively. There is no assurance that the Company can generate net
income, increase revenues or successfully expand its operations in the future.
In June 1998 the Company received $1,292,330 in net proceeds from

-4-
<PAGE>

the sale of Debentures. Management believes that cash on hand and operating
revenues will be sufficient to fund working capital requirements through fiscal
1998. However, the Company may seek additional debt or equity financing to
expand the biological treatment system and two new oil process systems. Any
issuance of equity securities would result in dilution to the interests of the
Company's shareholders and any issuance of debt securities would subject the
Company to risks that interest rates may increase or cash flow may be
insufficient to repay such indebtedness. See Consolidated Financial Statements
and Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," all of which is included in the Company's
Form 10-KSB and Forms 10-QSB incorporated herein by reference.

DEPENDENCE ON MANAGEMENT. The Company's prospects for success currently
are greatly dependent upon the efforts and active participation of its
management team, including its President and Chief Executive Officer, James P.
Fagan, and Chairman, Robert Truxell. The Company has an employment contract with
Mr. Truxell expiring December 31, 2002, and an employment contract with Mr.
Fagan which terminates December 31, 2000. The loss of the services of Messrs.
Fagan and Truxell could be expected to have an adverse effect on the Company.

SIGNIFICANT DEBT; ASSET ENCUMBRANCES; RESTRICTIVE COVENANTS. As of the
date of this Prospectus, the Company's annual debt service requirement is
$278,648, all of which is required for interest payments under the Company's 10%
Senior Secured Note due January 10, 2001 (the "10% Senior Note"). Under the 10%
Senior Note, interest only payments must be made until the $2,000,000 principal
amount is repaid.

The Company also has outstanding $697,000 aggregate principal amount of
10% l8-month convertible promissory notes (the "18 Month Notes"), the earliest
of which will become due January 1999. All interest on the 18 Month Notes is
payable in shares of the Company's Common Stock. Also, the Company has
outstanding $1,500,000 in 8% Convertible Debentures due June 2003, on which
interest accrues until repayment.

The Company's debt could have important consequences to the holders of
Common Stock by restricting the Company's ability to obtain additional financing
for working capital, acquisitions or other purposes in the future and by
creating the risk that violation of a covenant or other term of the loan
agreements could cause the outstanding balance of the loans to become due,
putting all of its assets at risk. The Company's ability to make scheduled
payments of principal or interest on, or to refinance, the Company's debt will
depend on future operating performance and cash flow, which are subject to
prevailing economic conditions and financial, competitive and other factors
beyond its control. A failure to comply with the loan agreements could result in
an event of default which could permit acceleration of the Company's debts. The
obligations of the Company under the loan agreement for the 10% Senior Note is
secured by a pledge of substantially all of the assets of the Company and its
subsidiaries. If the Company becomes insolvent or is liquidated, or if payment
under the loan agreement is accelerated, the investor would be entitled to
exercise remedies available to secured creditors under applicable law and
pursuant to the loan agreement. Accordingly, the holder of the 10% Senior Note
will have a prior claim on the assets of the Company and its subsidiaries. The
holders of the Debentures also have a security interest (junior to the holders
of the 10% Senior Note) in substantially all of the assets of the Company and
its subsidiaries. Foreclosure

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<PAGE>

on the assets pledged to secure repayment of debt could reduce the Company's
assets to a level at which assets would not be sufficient to make any
distribution to shareholders in the event of liquidation.

MARKET OVERHANG. As of the date of this Prospectus, the Company has
reserved 2,987,513 shares for issuance upon exercise of outstanding options and
warrants, and 2,601,457 shares for issuance upon conversion of the Debentures,
and has registered 3,561,457 shares for public sale by the holders. Shares are
issuable upon conversion of the Debentures and exercise of warrants and options
at prices as low as $.80 per Share. Any sale into the public market of Shares
purchased privately at prices below the current market price could be expected
to have a depressive effect on the market price of the Company's Common Stock.
See "Description of Securities."

NO DIVIDENDS. The Company has not paid dividends since inception on its
Common Stock, and it does not contemplate paying dividends in the foreseeable
future on its Common Stock in order to use all of its earnings, if any, to
finance expansion of its operations.

POSSIBLE DELISTING OF COMMON STOCK ON NASDAQ; POSSIBLE ADVERSE EFFECT
ON TRADING MARKET. The Common Stock is quoted on the Nasdaq Small-Cap Market.
There are a number of continuing requirements that must be met in order for the
Common Stock to remain eligible for quotation on Nasdaq. In order to continue to
be quoted on Nasdaq, a company must maintain (i) net tangible assets of at least
$2,000,000, a market capitalization of at least $35,000,000 or net income in two
of the last three fiscal years of at least $500,000, (ii) a minimum of 500,000
shares publicly held, (iii) a minimum of $1,000,000 market value of public
float, (iv) a minimum bid price of $1.00 per share and (v) a minimum of 300
shareholders. In addition, continued quotation requires two marketmakers. The
bid price of the Company's Common Stock is presently less than $1.00. The
continued failure to meet these maintenance criteria could result in the
delisting of the Company's Common Stock from Nasdaq. In such event, trading, if
any, in the Common Stock may then continue to be conducted in the non-Nasdaq
over-the-counter market. As a result, an investor may find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Common Stock.

POTENTIAL VOLATILITY OF STOCK PRICE. The Company's Common Stock is
traded on the Nasdaq Small-Cap Market. There can be no assurance that an active
public market will continue for the Common Stock, or that the market price for
the Common Stock will not decline below its current price. Such price may be
influenced by many factors, including, but not limited to, investor perception
of the Company and its industry and general economic and market conditions. The
trading price of the Common Stock could be subject to wide fluctuations in
response to announcements of business developments by the Company or its
competitors, quarterly variations in operating results, and other events or
factors. In addition, stock markets have experienced extreme price volatility in
recent years. This volatility has had a substantial effect on the market prices
of companies, at times for reasons unrelated to their operating performance.
Such broad market fluctuations may adversely affect the price of the Common
Stock.

DILUTION. The Company had a net tangible book value of $1,931,241 or
$.10 per share of the Company's Common Stock on April 30, 1998. Net tangible
book value per share is determined

-6-
<PAGE>

by dividing the tangible net worth of the Company (tangible assets less total
liabilities) by the total number of outstanding shares of Common Stock. Since
the conversion price of the Debentures and the exercise price of the Warrants is
currently in excess of the net tangible book value per share of the Company's
Common Stock, such conversion or exercise will not be dilutive to existing
shareholders. However, in the event that the Company's net tangible book value
per share exceeds the conversion price of the Debentures or the exercise price
of the Warrants on the date of conversion or exercise, such conversion or
exercise would have a dilutive effect.

USE OF PROCEEDS

The Company will not receive any proceeds from sales of Shares by the
Selling Shareholders. The Company may receive cash proceeds from the exercise,
if any, of outstanding Warrants. However, certain holders of the Warrants have
the option to exercise the Warrants through a cashless exercise program, which
would result in no cash proceeds to the Company. As of the date of this
Prospectus, based on recent market prices for the Company's Common Stock,
management believes that it is unlikely that the Warrants will be exercised
since the exercise price of the Warrants is $1.20 per share and $2.46 per share.
However, if all of the Warrants were exercised with cash at the exercise prices
of $1.20 and $2.46 per share, then proceeds of the Offering to the Company would
total an aggregate of $1,227,600 in cash. After deduction of expenses of this
Offering payable by the Company, estimated to total $15,000, net cash proceeds
are estimated to total $1,212,600. Any net proceeds to the Company from the
exercise of outstanding warrants will be used for working capital.

SELLING SHAREHOLDERS

The following table sets forth information known to the Company
regarding the beneficial ownership of Shares of the Company's Common Stock as
adjusted to reflect the sale of the shares offered hereby by each Selling
Shareholder. The information set forth below is based upon information
concerning beneficial ownership provided to the Company by each Selling
Shareholder. Except as otherwise indicated below, each of the persons named in
the table has sole voting and investment power with respect to the shares set
forth opposite such person's name.

-7-
<PAGE>

Number of Shares Number of Shares
Owned Prior to Number of Shares Owned After
Name Offering(1)(2) Offered Hereby(1) Offering(1)(3)
- ---- -------------- ----------------- --------------
<S> <C> <C> <C>
Alan Moore 925,000 900,000(4) 25,000
Canadian Advantage Limited 346,861 346,861 0
Partnership
Sovereign Partners, LP 867,152 867,152 0
Dominion Capital Fund Ltd. 1,387,444 1,387,444 0
Domain Investments Ltd. 60,000 60,000 0

</TABLE>

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

(1) The number of Shares underlying the Warrants or Debentures are those
Shares registered for sale upon exercise or conversion of the Warrants
or Debentures held by Selling Shareholders. The number of shares of
Common Stock indicated to be issuable in connection with conversion of
the Debentures and offered for resale hereby is an estimate determined
in accordance with a formula based on the market prices of the Common
Stock, as described in this Prospectus, and is subject to adjustment
and could be materially less or more than such estimated amount
depending upon the market price of the Common Stock at the time the
Debentures are converted.

(2) Assumes that the Warrants are exercised and the Debentures are
converted and all Shares are sold by the Selling Shareholders.

(3) Beneficial ownership is calculated in accordance with Rule 13d-3 (d) of
the Securities Exchange Act of 1934, as amended. Under Rule 13d-3 (d),
shares not outstanding that are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding
for the purpose of calculating the number and percentage owned by such
person of the class, but not deemed outstanding for the purpose of
calculating the percentage owned of the class by any other person.

(4) Includes Shares subject to a lock-up agreement with the holders of the
Debentures whereby Mr. Moore has agreed that without prior consent he
will not sell any Shares for six months from the registration statement
registering these shares for resale.

RELATIONSHIPS AND TRANSACTIONS WITH CERTAIN SELLING SHAREHOLDERS

Domain Investments Ltd. acted as placement agent for the Company in
connection with issuance of the Debentures and pursuant to which Domain received
warrants to purchase 60,000 Shares of Common Stock, which Shares are registered
for public sale pursuant to this Prospectus. Except as described above, none of
the Selling Shareholders has had any position, office or other material
relationship with the Company during the past three years.

-8-
<PAGE>

PLAN OF DISTRIBUTION

SALE OF SECURITIES BY SELLING SHAREHOLDERS

The Selling Shareholders have advised the Company that prior to the
date of this Prospectus they have not made any agreements or arrangements with
any underwriters, brokers or dealers regarding the resale of the Shares. The
Company has been advised by the Selling Shareholders that the Shares may at any
time or from time to time be offered for sale either directly by the Selling
Shareholders or by their transferees or other successors in interest. Such sales
may be made in the over-the-counter market or in privately negotiated
transactions.

The Selling Shareholders have exercised their right to require the
Company to register the Shares which the Selling Shareholders purchased from the
Company in private transactions. The Selling Shareholders were granted certain
registration rights pursuant to which the Company has agreed to maintain a
current registration statement to permit public sale of the Shares for a period
of at least nine months from the date of this Prospectus or until the Shares
have been sold, whichever first occurs. The Company will pay all of the expenses
incident to the offering and sale of the Shares to the public by the Selling
Shareholders other than commissions and discounts of underwriters, dealers or
agents, if any. Expenses to be paid by the Company include legal and accounting
fees in connection with the preparation of the Registration Statement of which
this Prospectus is a part, legal fees in connection with the qualification of
the sale of the Shares under the laws of certain states, registration and filing
fees, printing expenses, and other expenses. The Company will not receive any
proceeds from the sale of the Shares by the Selling Shareholders. However, the
Company will receive the exercise price of the Warrants if and when the Warrants
are exercised, unless the cashless exercise feature is used by the Selling
Shareholders.

The Company anticipates that the Selling Shareholders from time to time
will offer the Shares through: (i) dealers or agents or in ordinary brokerage
transactions; (ii) direct sales to purchasers or sales effected through an
agent; (iii) privately negotiated transactions; or (iv) combinations of any such
methods. The Shares would be sold at market prices prevailing at the time of
sale or at negotiated prices. Dealers and brokers involved in the offer and sale
of the Shares may receive compensation in the form of discounts and commissions.
Such compensation, which may be in excess of ordinary brokerage commissions, may
be paid by the Selling Shareholders and/or the purchasers of Shares for whom
such underwriters, dealers or agents may act. The Selling Shareholders and any
dealers or agents which participate in the distribution of the Shares may be
deemed to be "underwriters" as defined in the 1933 Act and any profit on the
sale of the Shares and any discounts, commissions or concessions received by any
dealers or agents might be deemed by the NASD to constitute underwriting
compensation.

If the Company is notified by the Selling Shareholders that any
material arrangement has been entered into with an underwriter for the sale of
Shares, a supplemental prospectus will be filed to disclose such of the
following information as the Company believes appropriate: (i) the name of the
participating underwriter; (ii) the number of Shares involved; (iii) the price
at which such

-9-
<PAGE>

Shares are sold; (iv) the commissions paid or discounts or concessions allowed
to such underwriter; and (v) other facts material to the transaction.

Sales of Shares in the over-the-counter market may be by means of one
or more of the following: (i) a block trade in which a broker or dealer will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (ii) purchases by a dealer as
principal and resale by such dealer for its account pursuant to this Prospectus;
and (iii) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.

The Company is unable to predict the effect which sales of the Shares
by the Selling Shareholders might have upon the market price of the Company's
Common Stock or the Company's ability to raise further capital. See "Risk
Factors - Market Overhang."

PRIVATE SALE OF COMMON STOCK BY THE COMPANY

The Company will issue Shares of "restricted" Common Stock to the
Selling Shareholders upon their exercise of the outstanding Warrants or
conversion of Debentures which they received from the Company in private
transactions. The Company anticipates that Shares issued upon exercise of the
Warrants or conversion of the Debentures will be sold by the Selling
Shareholders as described above.

INDEMNIFICATION

The Company's Articles of Incorporation provide that the Company shall
indemnify any officer, employee, agent or director against liabilities
(including the obligation to pay a judgment, settlement, penalty, fine or
expense), incurred in a proceeding (including any civil, criminal or
investigative proceeding) to which the person was a party by reason of such
status. Such indemnity may be provided if the person's actions resulting in the
liabilities: (i) were taken in good faith; (ii) were reasonably believed to have
been in the Company's best interest with respect to actions taken in the
person's official capacity; (iii) were reasonably believed not to be opposed to
the Company's best interest with respect to other actions; and (iv) with respect
to any criminal action, the director had no reasonable grounds to believe the
actions were unlawful. Unless the person is successful upon the merits in such
an action, indemnification may generally be awarded only after a determination
of independent members of the Board of Directors or a committee thereof, by
independent legal counsel or by vote of the shareholders that the applicable
standard of conduct was met by the director to be indemnified.

A director, employee, agent, or officer who is wholly successful, on
the merits or otherwise, in defense of any proceeding to which he or she was a
party, is entitled to receive indemnification against reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. In
addition, a corporation may indemnify or advance expenses to an officer,
employee or agent who is not a director to a greater extent than permitted for
indemnification of directors, if consistent with

-10-
<PAGE>

law and if provided for by its articles of incorporation, bylaws, resolution of
its shareholders or directors or in a contract.

In connection with this Offering the Company and the Selling
Shareholders have agreed to indemnify each other against certain civil
liabilities, including liabilities under the 1933 Act. Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.

DESCRIPTION OF SECURITIES

As of the date of this Prospectus, the Company is authorized to issue
100,000,000 shares of $.001 par value Common Stock. No holder of any shares has
any preemptive right to subscribe for any of the Company's securities.

NO CUMULATIVE VOTING. Each holder of Common Stock is entitled to one
vote per Share with respect to all matters that are required by law or its
articles to be submitted to shareholders. Shareholders are not entitled to
cumulative voting in the election of directors. Accordingly, the holders of more
than 50% of the Shares voting for the election of directors can elect 100% of
the directors if they choose to do so; and, in such event, the holders of the
remaining Shares voting for the election of the directors will be unable to
elect any person or persons to the Board of Directors.

ISSUED AND OUTSTANDING. As of August 25, 1998, the Company had issued
and outstanding 4,886,618 Shares of Common Stock.

SECURITIES REGISTERED HEREBY.

Effective January 10, 1996 the Company issued Warrants to purchase
900,000 Shares of Common Stock at an exercise price of $1.20 per share to Alan
Moore in connection with the issuance of the 10% Senior Note with a face amount
of $2,000,000. These Warrants were issued in a transaction exempt from
registration under Section 4(2) of the Securities Act. The Shares underlying
these Warrants are registered for public sale pursuant to this Prospectus.

Effective June 11, 1998 the Company issued $1,500,000 aggregate
principal amount of 8% Convertible Debentures. These Debentures are convertible
into Shares of Common Stock at the conversion price for each Share of Common
Stock equal to the lesser of (i) $2.50, or (ii) 75% of the five day average
closing bid price of the Common Stock for the five trading days immediately
preceding the conversion date of the Debentures. The Shares of Common Stock
issuable upon conversion of the Debentures are registered for public sale
pursuant to this Prospectus.

In connection with the issuance of the Debentures, Domain Investments,
Ltd. received, as placement agent, warrants to purchase 60,000 Shares of Common
Stock at an exercise price of $2.50

-11-
<PAGE>

per Share. The Shares of Common Stock issuable upon exercise of these Warrants
are registered for public sale pursuant to this Prospectus.

TRANSFER AND WARRANT AGENT.

Montreal Trust Company, 510 Burrard Street, Vancouver, B.C. V6C 3B9,
serves as transfer agent for the Common Stock.

The Company serves as agent for its privately issued notes, options,
debentures and warrants.

LEGAL MATTERS

The legality of the issuance of the Shares of Common Stock being
offered by the Selling Shareholders hereunder will be passed upon on behalf of
the Company by Smith McCullough, P.C., 4643 S. Ulster Street, Suite 900, Denver,
Colorado 80237.

EXPERTS

The consolidated balance sheet of Rich Coast Inc. and subsidiaries as
of April 30, 1998 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended April 30, 1998 and 1997,
which appear in the Company's Form 10-KSB for the year ended April 30, 1998 have
been incorporated by reference herein in reliance upon the report, dated July
27, 1998, of Smythe Ratcliffe, Chartered Accountants, Vancouver, British
Columbia, independent auditors, and upon the authority of said firm as experts
in accounting and auditing.

-12-
<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

RICH COAST INC.

TABLE OF CONTENTS

<S> <C>
Available Information; Documents Incorporated
by Reference. ..............................................
Forward Looking Statements....................................
Prospectus Summary............................................ 3,561,457 Shares
Risk Factors.................................................. of Common Stock
Use of Proceeds...............................................
Selling Shareholders..........................................
Plan Of Distribution.......................................... PROSPECTUS
Description Of Securities.....................................
Legal Matters.................................................
Experts....................................................... _______, 1998

</TABLE>
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table shows all expenses of the offering, other than
underwriting discounts and commissions.

SEC Filing fee $ 821
Printing costs $ 200
Edgar cost $ 1,000
Legal fees $10,000
Accounting fees $ 1,500
Miscellaneous $ 1,000

Total $14,521
=======

All amounts listed above, except for the registration fee, are
estimates. All expenses itemized above will be paid by the Registrant. Sales
agent discounts and commissions to any brokers or dealers will be borne by the
Selling Shareholders for the Shares offered by the Selling Shareholders.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

II-1
<PAGE>

settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

ITEM 16. EXHIBITS. The following is a complete list of exhibits filed as part of
this Registration Statement, which exhibits are filed herewith or incorporated
by reference herein.

Exhibit
Number Description
- ------ -----------

3.3 Articles of Incorporation. Filed herewith.

3.4 Bylaws. Filed herewith.

5.1 Opinion of Smith McCullough, P.C. as to the legality of the
securities registered hereby. Filed herewith.

21.1 List of Subsidiaries.

23.1 Consent of Smith McCullough, P.C. See Exhibit 5.1.

23.2 Consent of Smythe Ratcliffe, Chartered Accountants. Filed
herewith.

ITEM 17. UNDERTAKINGS.

A. The undersigned small business issuer will:

(1) file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to include any additional or changed material information on the plan
of distribution.

(2) for the purpose of determining liability under the 1933
Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering thereof.

(3) file a post-effective amendment to remove from
registration any of the securities remaining unsold at the termination
of the offering.

B. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and

II-2
<PAGE>

Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of the expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by the
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by its is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

C. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dearborn, State of Michigan, on September 9, 1998.

RICH COAST INC., Registrant

By /s/ James P. Fagan
----------------------------------------
James P. Fagan, President and CEO

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of Rich Coast Inc., by virtue of their signatures appearing below,
hereby constitute and appoint James P. Fagan and/or Robert Truxell, or either of
them, with full power of substitution, as attorney-in-fact in their names,
places and steads to execute any and all amendments to this Registration
Statement on Form S-3 in capacities set forth opposite their names on the
signature page thereof and hereby ratify all that said attorneys-in-fact or
either of them may do by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert W. Truxell Chairman of the September 9, 1998
- ------------------------------ Board of Directors and Secretary
Robert W. Truxell

/s/ James P. Fagan President, Chief Executive September 9, 1998
- ------------------------------ Officer and Director
James P. Fagan

/s/ Michael Grujicich Chief Financial and September 9, 1998
- ------------------------------ Accounting Officer and Treasurer
Michael Grujicich

/s/ Thornton J. Donaldson Director September 9, 1998
- ------------------------------
Thornton J. Donaldson

/s/ Geoffrey Hornby Director September 9, 1998
- ------------------------------
Geoffrey Hornby

/s/ George P. Nassos Director September 9, 1998
- ------------------------------
George P. Nassos

</TABLE>

II-4
<PAGE>

EXHIBIT INDEX

Exhibit
Number Description
- ------ -----------

3.3 Articles of Incorporation. Filed herewith.

3.4 Bylaws. Filed herewith.

5.1 Opinion of Smith McCullough, P.C. as to the legality of the
securities registered hereby. Filed herewith.

21.1 List of Subsidiaries.

23.1 Consent of Smith McCullough, P.C. See Exhibit 5.1.

23.2 Consent of Smythe Ratcliffe, Chartered Accountants. Filed
herewith.

<PAGE>

EXHIBIT 3.3

ARTICLES OF INCORPORATION

RICH COAST INC.

The undersigned incorporator, being a natural person of the age of 18
years or more, and desiring to form a corporation under the laws of the State of
Nevada, does hereby sign, verify and deliver to the Secretary of State of the
State of Nevada these Articles of Incorporation.

ARTICLE I
NAME

The name of the corporation shall be:

Rich Coast Inc.

ARTICLE II
CAPITAL

The aggregate number of shares of capital stock which the corporation
shall have authority to issue is 100,000,000. The par value of each of such
shares is $.001. All such shares are of one class and are shares of Common
Stock.

Any stock of the corporation may be issued for money, property,
services rendered, labor done, cash advances for the corporation, or for any
other assets of value in accordance with the action of the Board of Directors,
whose judgment as to value received in return therefor shall be conclusive and
said stock when issued shall be fully paid and nonassessable.

ARTICLE III
PREEMPTIVE RIGHTS

A shareholder of the corporation shall not be entitled to a preemptive
right to purchase, subscribe for, or otherwise acquire any unissued or treasury
shares of stock of the corporation, or any options or warrants to purchase,
subscribe for or otherwise acquire any such unissued or treasury shares, or any
shares, bonds, notes, debentures, or other securities convertible into or
carrying options or warrants to purchase, subscribe for or otherwise acquire any
such unissued or treasury shares.

ARTICLE IV
CUMULATIVE VOTING

A shareholder of the corporation shall not be entitled to cumulative
voting.

ARTICLE V
OFFICES AND AGENT
<PAGE>

The initial registered office of the corporation shall be at 502 E.
John Street, Carson City, NV 89706 and the name of the initial registered agent
at such address is CSC Services of Nevada, Inc. Either the registered office or
the registered agent may be changed in the manner provided by law.

ARTICLE VI
INITIAL BOARD OF DIRECTORS

The management of the business and the conduct of the affairs of the
corporation shall be vested in its board of directors. The initial Board of
Directors of the corporation shall consist of five directors, and the names and
addresses of the persons who shall serve as directors until the first annual
meeting of shareholders or until their successors are elected and shall qualify
are:

Robert W. Truxell 10200 Ford Road
Dearborn, MI 48126

James P. Fagan 10200 Ford Road
Dearborn, MI 48126

Thornton J. Donaldson 10200 Ford Road
Dearborn, MI 48126

Geoffrey Hornby 10200 Ford Road
Dearborn, MI 48126

George P. Nassos 10200 Ford Road
Dearborn, MI 48126

The number of directors shall be fixed in accordance with the bylaws.

ARTICLE VII
INDEMNIFICATION

The corporation shall indemnify, to the fullest extent permitted by
applicable law, any person, and the estate and personal representative of any
such person, against all liability and expense (including attorneys' fees)
incurred by reason of the fact that he is or was a director, officer, employee
or agent of the corporation or, while serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or enterprise. The corporation also shall indemnify any
person who is serving or has served the corporation as director, officer,
employee, fiduciary, or agent, and that person's estate and personal
representative, to the extent and in the manner provided in any bylaw,
resolution of the shareholders or directors, contract, or otherwise, so long as
such provision is legally permissible.

2
<PAGE>

ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY

A director of the corporation shall not be personally liable to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except for liability for: (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of the law; or (ii)
the payment of distributions in violation of Nevada Revised Statutes 78.300. If
the Nevada Revised Statutes are amended after this Article is adopted to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Nevada
Revised Statutes, as so amended.

Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

ARTICLE IX
MEETINGS OF SHAREHOLDERS

Meetings of shareholders shall be held at such time and place as
provided in the bylaws of the corporation. At all meetings of the shareholders,
one-third of all shares entitled to vote at the meeting, represented in person
or by proxy, shall constitute a quorum.

ARTICLE X
INCORPORATOR

The name and address of the incorporator is as follows:

Theresa M. Mehringer, Esq.
4643 South Ulster Street, Suite 900
Denver, CO 80237

Signed this 30th day of June, 1998.

------------------------------------
Theresa M. Mehringer, Incorporator

This instrument was acknowledged before me on June 30, 1998, by Theresa
M. Mehringer as incorporator of Rich Coast Inc.

------------------------------------
Notary Public

3
<PAGE>

[affix notary stamp or seal]

The undersigned consents to the appointment as the initial registered
agent of Rich Coast Inc.

------------------------------------
CSC Services of Nevada, Inc.,
Registered Agent

This instrument was acknowledged before me on _________, 1998, by CSC
Services of Nevada, Inc. as Registered Agent of Rich Coast Inc.

-----------------------------------
Notary Public

[affix notary stamp or seal]

<PAGE>

EXHIBIT 3.4

BYLAWS
OF
RICH COAST, INC.

ARTICLE I
OFFICES

Section 1.1 Principal Office. The principal office of the corporation
shall be located at such place designated by the Board of Directors and the
corporation may have other offices as the Board of Directors may designate or as
the business of the corporation may require from time to time.

Section 1.2 Registered Office. The registered office of the
corporation, required by the Nevada Revised Statutes to be maintained in the
State of Nevada, may be, but need not be, identical with the principal office,
and the address of the registered office may be changed from time to time by the
Board of Directors.

ARTICLE II
SHAREHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the shareholders
shall be held at such time on such day as shall be fixed by the Board of
Directors, for the purpose of electing directors and for the transacting of such
other business as may come before the meeting. If the election of directors
shall not be held on the date designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as may be convenient.

Section 2.2 Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than one-tenth of all
outstanding shares of the corporation entitled to vote at the meeting.

Section 2.3 Place of Meetings. The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Nevada, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the corporation.

Section 2.4 Notice of Meeting. Written notice stating the place, day
and hour of the meeting of shareholders and the purpose or purposes for which
the meeting is called, shall, unless otherwise prescribed by statute, be
delivered not less than ten nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or the officer or other persons calling the meeting, to each
shareholder of record entitled
<PAGE>

to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears upon the records of the corporation, with postage thereon
prepaid. Personal delivery of any such notice to any officer of a corporation or
association, or to any member of a partnership, constitutes delivery of the
notice to the corporation, association or partnership.

Section 2.5 Meeting of all Shareholders. If all of the shareholders
shall meet at any time and place, either within or without the State of Nevada,
and consent to the holding of a meeting at such time and place, such meeting
shall be valid with out call or notice, and at such meeting any corporate action
may be taken.

Section 2.6 Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the corporation
may provide that the share transfer books shall be closed for a stated period
but not to exceed, in any case, 60 days. If the share transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the share transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than 60 days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If the share transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

Section 2.7 Voting Record. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before such meeting of shareholders, a complete record of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The record, for a period of ten days prior to such meeting, shall
be kept on file at the principal office of the corporation, whether within or
without the State of Nevada, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time during usual
business hours. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.

The original stock transfer books shall be the prima facie evidence as
to the identity of the shareholders entitled to examine the record or transfer
books or to vote at any meeting of shareholders.

2
<PAGE>

Section 2.8 Quorum. One-third of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders, except as otherwise provided
by the Nevada Revised Statutes and the Articles of Incorporation. In the absence
of a quorum at any such meeting, a majority of the shares so represented may
adjourn the meeting from time to time for a period not to exceed 60 days. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting as originally noticed. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

Section 2.9 Manner of Acting. If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on the subject matter, other than the election of directors which requires
a plurality, shall be the act of the shareholders, unless the vote of a greater
proportion or number or voting by classes is otherwise required by statute or by
the Articles of Incorporation or these Bylaws.

Section 2.10 Proxies. At all meetings of shareholders a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
6 months from the date of its execution, unless otherwise provided in the proxy.
Proxies shall be in such form as shall be required by the Board and as set forth
in the notice of meeting and/or proxy or information statement concerning such
meeting.

Section 2.11 Voting of Shares. Unless otherwise provided by these
Bylaws or the Articles of Incorporation, each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.

Section 2.12 Voting of Shares by Certain Shareholders. Shares standing
in the name of another corporation may be voted by such officer, agent or proxy
as the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such other corporation may determine.

Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian or conservator, either in person or by proxy without a transfer of such
shares into the name of such administrator, executor, court appointed guardian
or conservator. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do is
contained in an appropriate order of the court by which the receiver

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was appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock belonging to this corporation,
nor shares of its own stock held by it in a fiduciary capacity, nor shares of
its own stock held by another corporation if the majority of the shares entitled
to vote for the election of directors of such other corporation is held by the
corporation, may be voted, directly or indirectly, at any meeting and shall not
be counted in determining the total number of outstanding shares at any given
time.

Redeemable shares which have been called for redemption shall not be
entitled to vote on any matter and shall not be deemed outstanding shares on and
after the date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has been deposited with
a bank or trust company with irrevocable instruction and authority to pay the
redemption price to the holders of the shares upon surrender of certificates
therefor.

Shares held of record by a shareholder but which are held for the
account of a specified person or persons may be voted by such person or persons,
provided the shareholder has certified to the corporation in writing that all or
a portion of the shares registered in the name of the shareholder are held for
the account of such person or persons, as provided in Article VI, Section 6.6 of
these Bylaws.

Section 2.13 Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by the shareholders holding a majority of shares entitled to be voted
with respect to the subject matter thereof.

Section 2.14 Voting by Ballot. Voting on any question or in any
election may be by voice vote unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.

Section 2.15 No Cumulative Voting. No shareholder shall be permitted to
cumulate his votes by giving one candidate as many votes as the number of such
directors multiplied by the number of his shares shall equal, or by distributing
such votes on the same principle among any number of candidates.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.

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Section 3.2 Number, Tenure and Qualifications. The number of directors
shall be five. The number of directors fixed by these bylaws may be increased or
decreased from time to time by resolution of the board of directors but at no
time shall the number of directors be less than one. The tenure of a director
shall not be affected by any decrease or increase in the number of directors so
made by the board. Each director shall hold office until the next annual meeting
of shareholders and until his successor shall have been elected and qualified.

Section 3.3 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Nevada, for the holding of additional regular meetings,
without other notice than such resolution.

Section 3.4 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman, if there be one,
the President, any two directors, or by such persons as are authorized to call
special meetings under the Nevada Revised Statutes. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
either within or without the State of Nevada, as the place for holding any
special meeting of the Board of Directors called by them.

Section 3.5 Notice. Written notice of any special meeting of directors
shall be given by mail to each director at his business address at least three
days prior to the meeting or by personal delivery, facsimile or telegram at
least 24 hours prior to the meeting to the business address of each director, or
in the event such notice is given on a Saturday, Sunday or holiday, to the
residence address of each director, or on such shorter notice as the person or
persons calling the meeting, acting in good faith, may deem necessary or
appropriate in the circumstances. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
thereon prepaid. If notice is given by facsimile, such notice shall be deemed to
be delivered at the time of transmission. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company.

Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

Section 3.6 Quorum. A majority of the directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.7 Manner of Acting. Except as otherwise required by law or by
the Articles of Incorporation, the act of the majority of the directors present
at a meeting at which a quorum is present shall be an act of the Board of
Directors.

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Section 3.8 Action by Directors Without a Meeting. Any action required
or permitted to be taken by the Board of Directors or by a committee thereof at
a meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by a majority of the directors or a
majority of the committee members entitled to vote with respect to the subject
matter thereof. The signature on such a consent is acceptable if received by
facsimile and consent may be executed in counterparts, all of which shall
constitute one document.

Section 3.9 Participation by Electronic Means. Any members of the Board
of Directors or any committee designated by such Board may participate in a
meeting of the Board of Directors or committee by means of telephone conference
or similar communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.

Section 3.10 Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of directors by the shareholders.

Section 3.11 Resignation. Any director of the corporation may resign at
any time by giving written notice to the President or the Secretary of the
corporation. The resignation of any director shall take effect upon receipt of
notice thereof or at any such later time as shall be specified in such notice;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. When one or more directors shall
resign from the Board, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective.

Section 3.12 Removal. Any director or directors of the corporation may
be removed at any time, with or without cause, in the manner provided in the
Nevada Revised Statutes.

Section 3.13 Committees. By resolution adopted by a majority of the
Board of Directors, the directors may designate one director to constitute a
committee, any of which shall have such authority in the management of the
corporation as the Board of Directors shall designate and as shall not be
proscribed by the Nevada Revised Statutes. The Board of Directors may appoint
natural persons who are not directors to serve on committees.

Section 3.14 Compensation. By resolution of the Board of Directors and
irrespective of any personal interest of any of the members, each director may
be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors, or both. No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving

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compensation therefor.

Section 3.15 Presumption of Assent. A director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless the dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

ARTICLE IV
OFFICERS

Section 4.1 Number. The officers of the corporation shall be a
President, Secretary and Treasurer, who shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person.

Section 4.2 Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
the annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
practicable. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

Section 4.3 Removal. Any officer or agent may be removed by the Board
of Directors whenever in its judgment the best interests of the corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.

Section 4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

Section 4.5 Chairman of the Board. If the directors so desire, they may
elect a Chairman of the Board from among themselves. The chairman of the board
shall preside at all meetings of the stockholders and of the Board of Directors.
He shall have such other powers and duties as may be prescribed by the Board of
Directors.

Section 4.6 President. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, if no Chairman be elected, be the chief
executive officer of the corporation and shall preside at all meetings of the
shareholders and of the Board of

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Directors. He may sign, with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation and deeds, mortgages, bonds, contracts or other
instruments not in the ordinary course of business which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed. He may sign contracts, equipment
leases or other instruments which arise in the ordinary course of business
without the necessity of obtaining Board approval. He shall in general perform
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

Section 4.7 The Vice Presidents. If elected or appointed by the Board
of Directors, the Vice President (or in the event there be more than one vice
president, the vice presidents in the order designated at the time of their
election, or in the absence of any designation, then in the order of their
election) shall, in the absence of the President or in the event of his death or
inability to act, perform all duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation. Any Vice President may
sign contracts, equipment leases or other instruments which arise in the
ordinary course of business without the necessity of obtaining Board approval.
He shall perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors.

Section 4.8 The Secretary. The Secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the President, or a Vice
President, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; (g) in general
per form all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.

Section 4.9 The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article V of these Bylaws; and (c)
in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors.

Section 4.10 Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries,

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when authorized by the Board of Directors, may sign with the President or a Vice
President certificates for shares of the corporation the issuance of which shall
have been authorized by a resolution of the Board of Directors. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.

Section 4.11 Bonds. If the Board of Directors by resolution shall so
require, any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their respective
duties and offices.

Section 4.12 Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 5.1 Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances. Any contract, lease
or other instruments whcih arise in the ordinary course of business may be
executed by the President or any Vice President without the necessity of
obtaining Board approval.

Section 5.2 Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

Section 5.3 Checks, Drafts, Etc. All checks, drafts or other orders for
the payment of money, notes or other evidence of indebtedness issued in the name
of the corporation shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.

Section 5.4 Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

ARTICLE VI
SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES

Section 6.1 Regulations. The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the issuance, transfer and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.

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Section 6.2 Certificates for Shares. Certificates representing shares
of the corporation shall be respectively numbered serially for each class of
shares, or series thereof, as they are issued, shall be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the President or
Vice President and by the Secretary or an Assistant Secretary; provided that
such signatures may be facsimile if the certificate is counter signed by a
transfer agent, or registered by a registrar other than the corporation itself
or its employee. Each certificate shall state the name of the corporation, the
fact that the corporation is organized or incorporated under the laws of the
State of Nevada, the name of the person to whom issued, the date of issuance,
the class (or series of any class), the number of shares represented thereby and
the par value of the shares represented thereby or a statement that such shares
are without par value. A statement of the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class shall be set forth in full or summarized on the face or
back of the certificates which the corporation shall issue, or in lieu thereof,
the certificate may set forth that such a statement or summary will be furnished
to any shareholder upon request without charge. Each certificate shall be
otherwise in such form as may be prescribed by the Board of Directors and as
shall conform to the rules of any stock exchange on which the shares may be
listed.

The corporation shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of stock. The corporation may, but shall not be obligated
to, issue scrip in lieu of any fractional shares, such scrip to have terms and
conditions specified by the Board of Directors.

Section 6.3 Cancellation of Certificates. All certificates surrendered
to the corporation for transfer shall be canceled and no new certificates shall
be issued in lieu thereof until the former certificate for a like number of
shares shall have been surrendered and canceled, except as herein provided with
respect to lost, stolen or destroyed certificates.

Section 6.4 Lost, Stolen or Destroyed Certificates. Any shareholder
claiming that his certificate for shares is lost, stolen or destroyed may make
an affidavit or affirmation of that fact and lodge the same with the Secretary
of the corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.

Section 6.5 Transfer of Shares. Subject to the terms of any shareholder
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his duly authorized attorney, upon the surrender and
cancellation of a certificate or certificates for a like number of shares. Upon
presentation and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the corporation, a
transfer of

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shares can be made only on the books of the corporation and in the manner
hereinabove provided, and the corporation shall be entitled to treat the holder
of record of any shares as the owner thereof and shall not be bound to recognize
any equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other notice thereof, save
as expressly provided by the statutes of the State of Nevada.

Section 6.6 Shares Held for the Account of a Specified Person or
Persons. The Board of Directors may adopt by resolution a procedure whereby a
shareholder of the corporation may certify in writing to the corporation that
all or a portion of the shares registered in the name of such shareholder are
held for the account of a specified person or persons. The resolution shall set
forth:

(a) The classification of shareholder who may certify;

(b) The purpose or purposes for which the certification may be
made;

(d) If the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the corporation; and

(e) Such other provisions with respect to the procedure as are
deemed necessary or desirable.

Upon receipt by the corporation of a certification complying with the
procedure, the persons specified in the certification shall be deemed, for the
purpose or purposes set forth in the certification, to be the holders of record
of the number of shares specified in place of the shareholder making the
certification.

ARTICLE VII
TAXABLE YEAR

The taxable year of the corporation shall be determined by resolution
of the Board of Directors.

ARTICLE VIII
DIVIDENDS

The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX
CORPORATE SEAL

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The Board of Directors may provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the word "Seal."

ARTICLE X
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the Nevada Revised Statutes, or otherwise, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the event or other circumstance requiring such notice, shall be deemed
equivalent to the giving of such notice.

ARTICLE XI
AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a majority of the directors present at any meeting of the Board of
Directors of the corporation at which a quorum is present, or by consent minutes
executed by a majority of the directors.

ARTICLE XII
EXECUTIVE COMMITTEE

Section 12.1 Appointment. The Board of Directors by resolution adopted
by a majority of the full Board, may designate two or more of its members to
constitute an Executive Committee. The designation of such Committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

Section 12.2 Authority. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the Executive Committee and except also
that the Executive Committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending to the shareholders the sale,
lease or other disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof, or amending the Bylaws of the corporation.

Section 12.3 Tenure and Qualifications. Each member of the Executive
Committee shall hold office until the next regular annual meeting of the Board
of Directors following his designation and until his successor is designated as
a member of the Executive Committee and is elected and

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qualified.

Section 12.4 Meetings. Regular meetings of the Executive Committee may
be held without notice at such time and places as the Executive Committee may
fix from time to time by resolution. Special meetings of the Executive Committee
may be called by any member thereof upon not less than one day's notice stating
the place, date and hour of the meeting, which notice may be written or oral,
and if mailed, shall be deemed to be delivered when deposited in the United
States mail addressed to the member of the Executive Committee at his business
address. Any member of the Executive Committee may waive notice of any meeting
and no notice of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of the Executive Committee need not state the
business proposed to be transacted at the meeting.

Section 12.5 Quorum. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

Section 12.6 Action by Executive Committee Without a Meeting. Any
action required or permitted to be taken by the Executive Committee at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the members entitled to vote with respect to
the subject matter thereof. The signature on such a consent is acceptable if
received by facsimile and consent may be executed in counter parts, all of which
shall constitute one document.

Section 12.7 Vacancies. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.

Section 12.8 Resignations and Removal. Any member of the Executive
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the Executive
Committee may resign from the Executive Committee at any time by giving written
notice to the President or Secretary of the corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

Section 12.9 Procedure. The Executive Committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.

ARTICLE XIII
EMERGENCY BYLAWS

The Emergency Bylaws provided in this Article XIII shall be operative
if a quorum of the directors can not readily be obtained because of some
catastrophic event, notwithstanding any

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different provision in the preceding articles of these Bylaws or in the Articles
of Incorporation of the corporation or in the Nevada Revised Statutes. To the
extent not inconsistent with the provision of this article, the Bylaws provided
in the preceding articles shall remain in effect during such emergency and upon
its termination the Bylaws shall cease to be operative.

During any such emergency:

i. A meeting of the Board of Directors may be called by any
officer or director of the corporation. Notice of the time and place of the
meeting shall be given by the person calling the meeting to such of the
directors as it may be feasible to reach by any available means of
communication. Such notice shall be given at such time in advance of the meeting
as circumstances permit in the judgment of the person calling the meetings.

ii. At any such meeting of the Board of Directors, a quorum
shall consist of the number of directors in attendance at such meeting.

iii. The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the principal office or
designate several alternative principal offices or regional offices, or
authorize the officers so to do.

iv. The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of the
cooperative shall for any reason be rendered incapable of discharging their
duties.

v. Corporate action taken in good faith in accordance with the
Emergency Bylaws : (i) binds the corporation, and (ii) may not be the basis for
imposition of liability on any director, officer, employee or agent of the
corporation on the ground that the action was not an authorized corporate
action.

vi. These Emergency Bylaws shall be subject to repeal or
change by further action of the Board of Directors or by action of the
shareholders, but no such repeal or change shall modify the provisions of the
next preceding paragraph with regard to action taken prior to the time of such
repeal or change. Any amendment of these Emergency Bylaws may make any further
or different provision that may be practical and necessary for the circumstances
of the emergency.

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Exhibit 5.1
Opinion of Counsel

September 10, 1998

The Board of Directors
Rich Coast Inc.
10200 Ford Road
Dearborn, MI 48126

RE: FORM S-3 REGISTRATION STATEMENT
OPINION OF COUNSEL

Dear Sirs:

As securities counsel for Rich Coast Inc. (the "Company") a Nevada
corporation, we have examined the originals or copies, certified or otherwise
identified, of the Articles of Incorporation and Bylaws of the Company,
corporate records of the Company, including minute books of the Company as
furnished to us by the Company, certificates of public officials and of
representatives of the Company, statutes and other records, instruments and
documents pertaining to the Company as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certificates of officers
of the Company with respect to the accuracy of the factual matters contained in
such certificates.

We have also, as such counsel, examined the Registration Statement on
Form S-3, File No. 333-______ (the "Registration Statement") to be filed with
the Commission on or about September 11, 1998 covering the resale of up to
3,561,457 shares of Common Stock of the Company by the Selling Shareholders, as
more particularly described in the Registration Statement.

Based upon the foregoing and subject to the other qualifications and
limitations stated in this letter, we are of the opinion that the shares of
Common Stock to be issued to holders of the warrants or debentures held by the
Selling Shareholders, upon exercise and payment of the exercise price stated in
the warrants, or upon conversion of the debentures, will have been duly
authorized, validly issued, fully paid and non-assessable.

This opinion is a legal opinion and not an opinion as to matters of
fact. This opinion is limited to the laws of the State of Colorado and the
federal law of the United States of America, and to the matters stated herein.
This opinion is made as of the date hereof, and after the date hereof, we
undertake no, and disclaim any, obligation to advise you of any change in any
matters set forth herein. This opinion is furnished to you solely in connection
with the transactions referred to herein, and may not be relied on by any other
person, firm or entity without our prior written consent.

We acknowledge that we are referred to under the caption "Legal
Matters" included in the Registration Statement. We hereby consent to such use
of our name in the Registration Statement and to the filing of this opinion as
an Exhibit thereto. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the
<PAGE>

The Board of Directors
Rich Coast Inc.
September 10, 1998
Page 2

United States Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Smith McCullough, P.C.

<PAGE>

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

- --------------------------------------------------------------------------------
NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION
- --------------------------------------------------------------------------------
Rich Coast Resources, Inc. Michigan
- --------------------------------------------------------------------------------
Rich Coast Oil, Inc. Michigan
- --------------------------------------------------------------------------------
Rich Coast Pipeline, Inc. Michigan
- --------------------------------------------------------------------------------
Waste Reduction Systems, Inc. Michigan
- --------------------------------------------------------------------------------

<PAGE>

EXHIBIT 23.2

INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in the Form S-3
Registration Statement of Rich Coast Inc. of our report dated July 27, 1998,
accompanying the consolidated financial statements of Rich Coast Inc., which
financial statements are also incorporated by reference in such Registration
Statement, and to the use of our name and the statements with respect to us, as
appearing under the heading "Experts" in the Prospectus.

/s/ SMYTHE RATCLIFFE, CHARTERED ACCOUNTANTS

Vancouver, British Columbia
August 28, 1998