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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A No. 3
(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
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RICH COAST INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 91-1835978
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10200 Ford Road, Dearborn, MI 48126
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(Address of principal executive offices)
(313) 582-8866
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(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 ______
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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
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
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CONDITION AND RESULTS OF OPERATIONS
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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
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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
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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 year. Losses are expected to continue through the current
fiscal year's second quarter even
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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. The 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. Except in the case of mandatory conversion of the Debentures, no
holder of Debentures is entitled to convert an amount of Debentures that would
result in beneficial ownership of more than 4.9% of the Company's outstanding
common stock.
Forward-Looking Statements
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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
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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 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.
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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: December 29, 1999 by: /s/ James P. Fagan
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James P. Fagan, President
Date: December 29, 1999 by: /s/ Michael M. Grujicich
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Michael M. Grujicich, Chief Financial
and Accounting Officer
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