SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
RICH COAST, INC
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
762901 10-6
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(CUSIP Number)
June 11, 1998
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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CUSIP No. 762901 10-6 SCHEDULE 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sovereign Partners LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
3,428,165 (see Note A)
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY N/A
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,428,165 (see Note A)
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
N/A
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,428,165 (see Note A)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1 (a) NAME OF ISSUER
RICH COAST, INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
10200 Ford Road
Dearborn, MI 48126
ITEM 2 (a) NAME OF PERSON FILING
Sovereign Partners LP
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
C/o Southridge Capital Management LLC
Executive Pavilion, Suite 01
90 Grove Street
Ridgefield, Connecticut 06877
(c) CITIZENSHIP
Delaware
(d) TITLE OF CLASS OF SECURITIES
Common Stock, $.001 par value
(e) CUSIP NUMBER
762901 10-6
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ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
3,428,165 (see Note A)
(b) Percent of class:
26 %
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
3,428,165 (see Note A)
(ii) Shared power to vote or to direct the vote:
N/A
(iii) Sole power to dispose or to direct the disposition of:
3,482,165 (see Note A)
(iv) Shared power to dispose or to direct the disposition of:
N/A
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
are not being held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 17, 2000
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(Date)
Sovereign Partners LP
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(Signature)
By: Southridge Capital Management LLC
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By; s/Stephen M. Hicks
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Its: President
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NOTE A
Based on information provided by the Issuer, there are currently outstanding
9,914,889 shares of the Common Stock of the Issuer.
Reporting Person currently owns no shares of the Common Stock of the Issuer.
Reporting Person holds $482,000 principal amount of the Issuer's 8% Convertible
Debenture Due June 11, 2003 (the "Maturity Date"). Under its terms the Debenture
and accrued interest thereon may be converted at the option of the holder at any
time into common stock at a price per share equal to the lesser of $2.50 or 75%
of average closing bid price for the five trading days immediately preceding the
conversion date (the "Conversion Price").
The Reporting Person holds no warrants to purchase shares of Common Stock
The Debenture restricts the rights of the Reporting Person to convert into
shares of Common Stock of the Issuer by the holder, if, as a result of such
conversion, the Reporting Person and its affiliates would have actual ownership
of more than 4.99% of the outstanding shares of the Common Stock of the Issuer
If all of the Debentures were currently fully convertible and converted, without
calculating the interest on the entire principal of the Debentures, the
Reporting Person's total shares of Common Stock would be 3,428,165 shares (26%).
The Reporting Person disclaims any beneficial interest in or voting rights in
the shares of Common Stock of the Issuer held by or issuable upon the exercise
of any conversion or other rights held by any other holder of shares or such
rights of the Issuer.
