<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A No. 1
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to ___________.
COMMISSION FILE NUMBER: 0-15859
-------
RICH COAST INC.
---------------
(Exact name of small business issuer as specified in its charter)
Nevada 91-1835978
- ---------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10200 Ford Road, Dearborn, MI 48126
-------------------------------------
(Address of principal executive offices)
(313) 582-8866
---------------------------
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
--- ---
The number of shares outstanding of the issuer's classes of common equity, as of
July 31, 1998 is 4,886,618 shares of Common Stock.
Transitional Small Business Disclosure Format (check one): YES NO X
----- ----
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
RICH COAST, INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1998
(UNAUDITED)
2
<PAGE>
RICH COAST, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
JULY 31, APRIL 30,
1998 1998
- ------------------------------------------------------------------------------------------------------------------
Assets
Current
<S> <C> <C>
Cash $ 798,473 $ 53,043
Accounts Receivable 583,923 460,558
Insurance claim receivable 0 435,290
Subscriptions receivable 0 25,000
Inventory 93,736 108,265
- ------------------------------------------------------------------------------------------------------------------
1,476,132 1,082,156
DISTILLATION UNIT 2,024,706 2,024,706
CAPITAL ASSETS 3,193,913 2,990,373
DEFERRED FINANCE CHARGES AND OTHER ASSETS 353,981 146,413
- ------------------------------------------------------------------------------------------------------------------
$ 7,048,732 $ 6,243,648
- ------------------------------------------------------------------------------------------------------------------
LIABILITIES
Current
Accounts payable and accrued liabilities $ 586,041 $ 838,966
Accrued oil and waste treatment costs 430,135 450,444
Current portion of long-term debt 645,486 595,309
- ------------------------------------------------------------------------------------------------------------------
1,661,662 1,884,719
LONG-TERM DEBT 3,472,933 2,016,510
- ------------------------------------------------------------------------------------------------------------------
5,134,595 3,901,229
- ------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value; 100,000,000 shares authorized,
4,884,791 and 4,718,942 (post reverse split) shares issued and
outstanding at July 31, 1998 and April 30, 1998, respectively 19,632 18,901
Additional paid-in capital 25,714,964 25,061,215
Accumulated deficit (23,820,459) (22,737,697)
- ------------------------------------------------------------------------------------------------------------------
1,914,137 2,342,419
- ------------------------------------------------------------------------------------------------------------------
$ 7,048,732 $ 6,243,648
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
RICH COAST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
THREE MONTHS
ENDED JULY 31,
1998 1997
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
SALES $ 605,491 $ 561,786
COST OF SALES (exclusive of depreciation) 312,580 260,133
- -----------------------------------------------------------------------------------------------
GROSS PROFIT 292,911 301,653
- -----------------------------------------------------------------------------------------------
EXPENSES
Interest beneficial conversion feature 577,654 0
Salaries and wages 237,015 240,723
Consulting and financing fees 143,970 123,961
Interest 104,692 78,887
Property taxes 41,963 17,308
Travel 52,218 21,282
Audit, accounting and legal 50,694 23,053
Office and general 32,013 18,460
Insurance 30,628 32,621
Utilities 18,643 29,783
Telephone and facsimile 9,748 7,890
Repairs and maintenance 4,765 19,644
Shareholder relations 2,692 2,006
Rent and secretarial 0 7,353
Bad debts 0 1,210
Depreciation 68,978 66,164
- -----------------------------------------------------------------------------------------------
1,375,673 690,345
- -----------------------------------------------------------------------------------------------
LOSS FOR PERIOD $(1,082,762) $ (388,692)
- -----------------------------------------------------------------------------------------------
LOSS PER SHARE $(0.23) $(0.09)
- -----------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING (POST-REVERSE SPLIT) (NOTE 2(C)) 4,749,788 4,055,755
- -----------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
RICH COAST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
THREE MONTHS
ENDED JULY 31,
1998 1997
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITY $ (340,985) $(236,243)
- -----------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Capital asset additions (272,518) (47,082)
- -----------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issue of capital stock for cash 137,555 0
Proceeds from convertible debenture 1,500,000 450,000
Repayment of capital lease 0 (13,336)
Repayment of long-term debt (71,054) (10,578)
Deferred finance charge (207,568) (45,000)
- -----------------------------------------------------------------------------------------------
1,358,933 381,086
- -----------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH 745,430 97,761
CASH, BEGINNING OF PERIOD 53,043 12,919
- -----------------------------------------------------------------------------------------------
CASH, END OF PERIOD $ 798,473 $ 110,680
- -----------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION
Issue of common stock for services $ 0 $ 113,550
Interest paid 87,767 53,887
Income taxes paid 0 0
- -----------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
RICH COAST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1998 AND APRIL 30, 1998
(UNAUDITED)
(UNITED STATES DOLLARS)
1. BASIS OF PRESENTATION
These unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United
States for interim financial information. These financial statements are
condensed and do not include all disclosures required for annual financial
statements. The organization and business of the Company, accounting
policies followed by the Company and other information are contained in the
notes to the Company's audited consolidated financial statements filed as
part of the Company's April 30, 1998 Form 10-KSB.
In the opinion of the Company's management, these financial statements
reflect all adjustments necessary to present fairly the Company's
consolidated financial position at July 31, 1998 and 1997 and the
consolidated results of operations and the consolidated statement of cash
flows for the three months then ended. The results of operations for the
three months ended July 31, 1998 are not necessarily indicative of the
results to be expected for the entire fiscal year.
2. CAPITAL STOCK
(a) Authorized 100,000,000 common shares of $0.001 par value
(b) Issued during the period:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Price Per
NUMBER OF SHARES SHARE ($) AMOUNT
- ------------------------------------------------------------------------------------------
(post-reverse split)
<S> <C> <C> <C>
QUARTER JULY 31, 1997
Shares issued
For services 38,550 $1.00 $ 38,550
37,500 $2.00 75,000
Forbearance of interest 25,000 $1.00 25,000
- ------------------------------------------------------------------------------------------
101,050 $138,550
- ------------------------------------------------------------------------------------------
QUARTER JULY 31, 1998
Shares issued
For cash options 157,750 $0.87 $137,555
Interest on notes 8,098 $2.09 16,925
- ------------------------------------------------------------------------------------------
165,848 $154,480
- ------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
RICH COAST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1998 AND APRIL 30, 1998
(UNAUDITED)
(UNITED STATES DOLLARS)
(c) Effective June 19, 1998 there was a one for four reverse split of the
authorized common stock.
3. LOSS PER SHARE
Net loss per share computations are based on the weighted average number of
shares outstanding during the period after giving retroactive effect to the
June 19, 1998 one for four reverse split of the authorized and issued
common stock.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
--------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
The following information should be read in conjunction with the unaudited
consolidated financial statements included herein which are prepared in
accordance with generally accepted accounting principles ("GAAP") in the United
States for interim financial information.
Business volume continues to increase at a steady rate while capacity is being
added for oil recycling and sludge processing at the Company's seventeen acre
Wyoming Avenue site. The Company has received an acceptable offer to purchase
the Company's Ford Road site, and consolidation of all operations at the Wyoming
site is expected by fiscal year end.
Results of Operations
- ---------------------
Relocation and consolidation of operations also include expansion of capability
by installation of a 250 gallon per minute primary wastewater treatment system
(the air sparged hydrocyclone system, or "ASH") which provides a unique new
method for separation of liquid waste streams and pumpable waste streams
containing a mixture of liquids and solids. The Company also entered into an
exclusive agreement with ZPM, Inc. whereby ZPM and the Company will share
expenses and profits equally from business teams assigned to pursue specific
high potential applications for the ASH process in the paper and pulp industry,
meat processing industry, and landfill/leachate treatment and disposal. The
agreement provides that the Company and ZPM will establish these joint
application development teams by each assigning two members to create four
member teams. The teams will be responsible for coordinating development
efforts of Rich Coast and ZPM including but not limited to: (1) market research;
(2) identification and development of the parameters of particular applications;
(3) preparation of proposals to customers; (4) development of sales terms and
conditions; and (5) oversight of testing criteria and compliance of each
application.
Contracts for expansion and improvement of oil processing and pit sludge
operations were awarded by the Company in late July amounting to $358,430.
Utilization of these new facilities is planned by fiscal year end and will allow
sale of the Company's Ford Road site without any interruption of business plus
will greatly increase capacity and efficiency. Net sale proceeds from the sale
of the Ford Road site will be used for working capital requirements to pursue
off-site and operating contracts for additional ASH installations.
Changes in Financial Condition
- ------------------------------
First quarter revenues of $605,491 exceeded the previous quarter by 14.4% and
the first quarter of last fiscal year by 7.7%. A first quarter net loss of
$1,082,762 was incurred, amounting to $0.23 per share. Of this amount, $577,654
of the loss was attributable to a one-time charge for interest on the beneficial
conversion feature for the Company's outstanding convertible securities. The
Company's performance continues to reflect a slow recovery of the business and
momentum it lost due to the fire which shut down the Ford Road operations during
the last fiscal
8
<PAGE>
year. Losses are expected to continue through the current fiscal year's second
quarter even though revenues will increase. By the end of fiscal 1999 the
Company expects to attain monthly break-even status.
Rich Coast is currently competing for several very significant long-term
contracts and if even one of the larger contracts were awarded to Rich Coast,
anticipated break-even in the third fiscal quarter would come sooner. These
potential new waste streams consist of oily water and phenol waters, both of
which are ideal to process through the Company's recently installed ASH system.
Until new waste stream business is received for ASH processing, the unit will be
used to process waste liquids now in inventory prior to processing through Rich
Coast's biological treatment systems. With pre-treatment of the inventory using
the ASH system, daily capacity has been increased from 50,000 gallons per day to
well over 250,000 gallons and inventory space is being opened up for anticipated
new business.
Rich Coast currently has three long term debt obligations including the
installment land contract on the Ford Road building. A principal balance of
approximately $120,000 exists on the Ford Road facility. The Company has
received an offer for the facility that will result in net proceeds to the
Company of $250,000. However, the closing for the sale of that property is
contingent on the purchaser obtaining a federal loan guarantee and completion of
an environmental risk assessment. The closing on the sale of this facility is
tentatively set for January 20, 1999.
The second long term obligation is a $2,000,000 Senior Secured Note due January
10, 2001 which was used to purchase the Company's 17 acre Wyoming Terminal
Facility. Interest only payments are being made through 1999 with full loan
amortization to occur in the calendar year 2000. This obligation is secured by
the Wyoming Terminal Facility.
The third long term obligation is in the form of an aggregate of $1,500,000 8%
Convertible Debentures, convertible over five years at the option of the holder
into shares of Common Stock of Rich Coast. These Convertible Debentures are
secured by a second position on the Company's assets, including the Wyoming
Terminal Facility.
FORWARD-LOOKING STATEMENTS
- --------------------------
The following cautionary statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 in order for Rich Coast to avail itself of the
"safe harbor" provisions of that Act. Discussions and information in this
document which are not historical facts should be considered forward-looking
statements. With regard to forward-looking statements, including those
regarding the potential revenues from the commercialization of the ASH treatment
system, the continuing increase in revenues, and the business prospects or any
other aspect of Rich Coast, be advised that actual results and business
performance may differ materially from that projected or estimated in such
forward-looking statements. Rich Coast has attempted to identify in this
document certain of the factors that it currently believes may cause actual
future experience and results to differ from its current expectations. In
addition to the risks cited above specific to the ASH treatment system,
differences may be caused by a variety of factors, including but not limited to,
adverse economic conditions, entry of new and stronger
9
<PAGE>
competitors, inadequate capital and the inability to obtain funding from third
parties, the rejection of the Company's insurance claim relating to the fire,
unexpected costs, and failure to capitalize upon access to new clientele.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
-----------------------------------------
(a) Effective for shareholders of record on June 19, 1998 the Company effected
a one-for-four reverse split of the Company's Common Stock.
(c) On July 1, 1998 the Company issued an aggregate of 8,098 shares as accrued
interest for the calendar quarter ended June, 1998, on the Company's
outstanding 10% 18-Month Convertible Promissory Notes. The shares were
issued in reliance on Section 4(2) of the Securities Act and Rule 506
promulgated thereunder since the shares were issued in connection with the
private placement of the 10% Notes relying on the same exemption and the
investment decision to take shares in lieu of cash payments was made at the
time the 10% Notes were purchased.
ITEM 5. OTHER INFORMATION
-----------------
At its recent meeting, shareholders voted to approve the potential issuance of
an aggregate number of shares of the Company's Common Stock exceeding 20% of the
shares of Common Stock outstanding on July 8, 1998. There were 4,876,645 shares
of Common Stock outstanding on July 8, 1998. A proposal to amend the Company's
Articles of Incorporation to authorize 10,000,000 shares of Preferred Stock was
not approved.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibit 3(i) - Articles of Incorporation. (1)
Exhibit 3(ii) - Bylaws. (1)
Exhibit 27.1 - Financial Data Schedule. Filed herewith.
- ----------
(1) Incorporated by reference from Registration Statement on Form S-3, File No.
333-63289, filed with the SEC on September 11, 1998.
(b) Reports on Form 8-K: During the quarter ended July 31, 1998, the Company
filed only one report on Form 8-K. The report was dated June 5, 1998 and
reported on Item 5 information.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.
RICH COAST INC.
Date: January 27, 1999 by: /s/ James P. Fagan
--------------------------------------
James P. Fagan, President
Date: January 27, 1999 by: /s/ Michael M. Grujicich
--------------------------------------
Michael M. Grujicich, Chief Financial
and Accounting Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> JUL-31-1998
<CASH> 798,473
<SECURITIES> 0
<RECEIVABLES> 583,923
<ALLOWANCES> 0
<INVENTORY> 93,736
<CURRENT-ASSETS> 1,476,132
<PP&E> 6,505,223
<DEPRECIATION> (1,286,604)
<TOTAL-ASSETS> 7,048,732
<CURRENT-LIABILITIES> 1,661,662
<BONDS> 3,472,933
0
0
<COMMON> 25,734,596
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,048,732
<SALES> 0
<TOTAL-REVENUES> 605,491
<CGS> 0
<TOTAL-COSTS> 312,580
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 104,692
<INCOME-PRETAX> (1,082,762)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,082,762)
<EPS-PRIMARY> (.23)
<EPS-DILUTED> (.23)
</TABLE>
