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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rich Coast Inc.
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(Name of Issuer)
Common Stock. $.001 par value
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(Title of Class of Securities)
762876100
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(CUSIP Number)
Theresa M. Mehringer. Esq c/o Perkins Coie LLP
1899 Wynkoop Street, Suite 700, Denver, Colorado 80202
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
11/13/00
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 762876100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Trans National Holding Limited (foreign entity)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man
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7 SOLE VOTING POWER
19,503,546 (See Note A)
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
19,503,546 (See Note A)
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
19,503,546 shares (See Note A)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.0% (See Note A)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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<PAGE>
Item 1. Security and Issuer
The title of the class of equity securities to which this statement relates
is common stock, $.001 par value per share ("Common Stock"). The name and
address of the principal executive offices of the issuer of the securities (the
"Issuer") are:
Rich Coast Inc.
10200 Ford Road
Dearborn, Michigan 48126
Item 2. Identity and Background
I-A (a) The Reporting Person is Trans National Holding Limited.
(b) The mailing and business address of the Reporting Person is:
Quantum Suite
Exchange House, 54-58
Athol Street
Douglas
Isle of Man IM1 1JD
(c) The Reporting Person is a private shareholding company (mailing and
business address listed in Item 2, I-A(b)).
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the Reporting Person was
or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
(f) The Reporting Person is organized under the laws of the Isle of Man.
I-B (a) Samuel John Bingham is a director and the Secretary of the Reporting
Person.
(b) The business address of Mr. Bingham is:
Clearwater, Quarterbridge Road
Douglas, Isle of Man
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(c) In addition to serving as director and the Secretary of the Reporting
Person (business address listed in Item 2, I-B(b) above), Mr.
Bingham serves as Managing Director of Quantum Company Secretarial
Limited of Quantum Suite (hereinafter referred to as "QCS"), which is
a corporate services provider. The address of QCS is: Exchange
House, 54-58 Athol Street, Douglas, Isle of Man.
(d) During the last five years, Mr. Bingham has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Bingham has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Mr. Bingham was or is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
(f) Mr. Bingham is a British citizen.
I-C (a) Jeremy Paul Bradlet Carter is a director of the Reporting Person.
(b) The business address of Mr. Carter is:
3 Athol Street
Douglas, Isle of Man
(c) In addition to serving as a director of the Reporting Person, Mr.
Carter serves as Chairman of QCS, and the address of QCS is listed in
Item 2, I-B(c) above.
(d) During the last five years, Mr. Carter has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Carter has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Mr. Carter was or is subject to
a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
(f) Mr. Carter is a British citizen.
I-D (a) Ms. Victoria Prentice is a director of the Reporting Person.
(b) The business address of Ms. Prentice is:
40 St. Catherine's Close
Douglas, Isle of Man
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(c) In addition to serving as a director of the Reporting Person, Ms.
Prentice serves as Operations Director of QCS, and the address of QCS
is listed in Item 2, I-B(c) above.
(d) During the last five years, Ms. Prentice has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Ms. Prentice has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Ms. Prentice was or is subject
to a judgement, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
(f) Ms. Prentice is a British citizen.
II-A (a) Desteco S.A. is the controlling entity of the Reporting Person.
(b) The business address of Desteco S.A. is:
Via Cattori 3
Lugano-Paradiso
Switzerland
(c) Desteco S.A. is a financial and fiduciary company.
(d) During the last five years, Desteco S.A. has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Desteco S.A. has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Desteco S.A. was or is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
(f) Desteco S.A. is an entity organized under the laws of Switzerland.
II-B (a) Mrs. Loretta Bianchi is the controlling person of Desteco S.A..
(b) The business address of Mrs. Bianchi is:
Via Cattori 3
Lugano-Paradiso
Switzerland
(c) Mrs. Bianchi serves as the controlling shareholder of Desteco S.A., a
financial and fiduciary company (business address set forth in Item 2,
II-B (b) above.
(d) During the last five years, Mrs. Bianchi has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mrs. Bianchi has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Mrs. Bianchi was or is subject to a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
(f) Mrs. Bianchi is an Italian citizen.
Item 3. Source and Amount of Funds or Other Consideration
On June 11, 1998, the Issuer issued an aggregate of $1,500,000 in 8%
Convertible Debentures due June 11, 2003 (the "Debentures") to Sovereign
Partners, L.P., Dominion Capital Fund Ltd. and Canadian Advantage Limited
Partnership in amounts of $500,000, $800,000 and $200,000, respectively.
Pursuant to the terms of the original Debentures, no Debenture holder was
entitled to convert that amount of Debenture in excess of that amount upon
conversion of which the sum of: (1) the number of shares of Common Stock
beneficially owned by the holder and its affiliates (other than shares of Common
Stock which may be deemed to be beneficially owned through the ownership of the
unconverted portion of the Debentures); and (2) the number of shares of Common
Stock issuable upon the conversion of the Debentures with respect to which the
determination of this provisio was being made, would result in beneficial
ownership by the holder and it's affiliates of more than 4.9% of the outstanding
shares of Common Stock of the Issuer.
The Reporting Person entered into a Sale and Assignment of Debentures
Agreement by and among Sovereign Partners, L.P., Dominion Capital Fund Ltd.,
Canadian Advantage Limited Partnership (collectively, the "Sellers"), and the
Issuer dated November 13, 2000 (the "Agreement"). Pursuant to the Agreement, the
Reporting Person purchased from Sellers all of Sellers' right, title and
interest in the Debentures for a purchase price of $500,000 as full
consideration for the Debentures, including any and all interest or penalties
due and owing on the Debentures, and in exchange therefor, Sellers will assign
all of their right, title and interest in and to the Debentures to the Reporting
Person. As of the date of this Schedule 13D, $1,375,000 of principal remains
under the Debentures. The Debentures are convertible into shares of Common Stock
of the Issuer 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. If all $1,375,000 principal amount of the
Debentures was converted on November 20, 2000, then the aggregate shares issued
upon the conversion would total approximately 19,503,546 shares of Common Stock.
As of November 20, there were 11,939,889 shares of Common Stock of the Issuer
outstanding.
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Item 4. Purpose of Transaction
The Reporting Person has no current plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer, other than in the
normal course of its business as a fiduciary trust account which makes
investments in its name on behalf of its members;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of the assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure including but not limited to: if the Issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in the Securities of the Issuer
I-A (a) The Reporting Person beneficially owns 19,503,546 unissued shares of
the Common Stock of the Issuer (see Note A). As of November 20, 2000,
there were 11,939,889 shares of Common Stock outstanding. The
19,503,546 shares beneficially owned by
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<PAGE>
the Reporting Person represent approximately 62.0% of the Issuer's
outstanding Common Stock as of November 20, 2000.
(b) The Reporting Person has the sole power to vote, direct the vote of,
dispose of, and direct the disposition of 19,503,546 shares of Common
Stock (see Note A).
(c) Other than as described in Item 3 above, no transactions in the
Issuer's Common Stock have been effected in the last 60 days by the
Reporting Person.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
7.1 Sale and Assignment of Debentures by and among the Reporting Person,
Sovereign Partners, L.P., Dominion Capital Fund Ltd., Canadian
Advantage Limited Partnership and the Issuer dated November 13, 2000.
7
<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.
Dated: November 22, 2000
By: /s/ Victoria Prentice
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Victoria Prentice, Director
NOTE A
As of November 20, 2000, there were outstanding 11,939,889 shares of the Common
Stock of the Issuer.
The Reporting Person currently owns no shares of the Common Stock of the Issuer.
The Reporting Person holds $1,375,000 principal amount of the Issuer's 8%
Convertible Debenture Due June 11, 2003. Under its terms, the Debenture and
accrued interest thereon may be converted at the option of the holder at any
time into Common Stock of the Issuer at a price per share equal to the lesser of
$2.50 or 75% of the average closing bid price for the five trading days
immediately preceding the conversion date.
If all of the Debentures were currently fully convertible and converted on
November 20, 2000, without calculating the interest on the entire principal of
the Debentures, the Reporting Person's total shares of Common Stock would be
19,503,546 shares (62.0%).
8
