<PAGE>
U.S. 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 October 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF _________ 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, MICHIGAN 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
October 31, 1999 is 6,614,889 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
October 31, 1999
(UNAUDITED-SEE NOTICE TO READER)
RICH COAST, INC.
CONSOLIDATED FINANCIAL STATEMENTS
October 31, 1999
(UNAUDITED - PREPARED BY MANAGEMENT)
(UNITED STATES DOLLARS)
INDEX
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS 1
Consolidated Statements of Operations 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
<PAGE>
Rich Coast Inc.
Consolidated Balance Sheets
(Unaudited - Prepared by Management)
(United States Dollars)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
October 31 April 30
1999 1999
- ----------------------------------------------------------------------------
<S> <C> <C>
Assets
Current
Cash $ 28,538 $ 0
Accounts Receivable, net 662,753 491,418
Prepaid expenses 1,200 0
- ----------------------------------------------------------------------------
692,491 491,418
Distillation Unit 2,024,706 2,024,706
Property and Equipment, net 2,996,140 3,354,493
Patent and Technology, net 20,031 21,914
Deferred Finance Charges and Deposits 185,089 226,320
- ----------------------------------------------------------------------------
$ 5,918,457 $ 6,118,851
============================================================================
Liabilities
Current
Bank Overdraft $ 0 $ 5,682
Accounts payable and accrued liabilities 1,470,936 849,960
Accrued oil and waste treatment costs 246,031 257,635
Current portion of long-term debt 150,585 100,733
- ----------------------------------------------------------------------------
1,867,552 1,214,010
Long-Term Debt 3,571,273 3,670,339
- ----------------------------------------------------------------------------
5,438,825 4,884,349
Stockholders' Equity
Common stock, $0.001 par value;
100,000,000 shares authorized,
6,614,889 and 6,066,318 shares issued
and outstanding at October 31, 1999
and April 30, 1999, respectively 17,414 16,865
Additional paid-in capital 24,152,122 24,043,106
Accumulated deficit (23,689,904) (22,825,469)
- ----------------------------------------------------------------------------
479,632 1,234,502
- ----------------------------------------------------------------------------
$ 5,918,457 $ 6,118,851
============================================================================
</TABLE>
See notes to consolidated financial statements
1
<PAGE>
RICH COAST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - PREPARED BY MANAGEMENT)
(UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Three Months Six Months
Ended October 31, Ended October 31,
1999 1998 1999 1998
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $ 715,371 $ 534,537 $ 1,319,020 $ 1,140,028
Cost of Sales
(exclusive of
depreciation) 335,931 315,341 603,891 627,921
- -------------------------------------------------------------------------------
Gross Profit 379,440 219,196 715,129 512,107
Expenses
Interest-beneficial
conversion feature 0 77,654 0 655,307
Salaries and wages 245,699 234,236 526,587 471,251
Interest 81,899 88,612 136,589 193,304
Lawsuit Settlement 100,000 0 150,000 0
Office and General 31,278 20,957 31,411 55,658
Consulting and
financing fee 20,380 20,258 35,413 164,228
Audit, accounting
and legal 21,264 63,829 64,731 114,523
Travel 12,077 39,319 32,939 91,537
Pipeline Staking fee 0 0 16,905 0
Property Taxes 26,250 19,137 95,677 61,100
Insurance 15,826 18,035 28,818 48,663
Utilities 19,374 19,026 46,114 37,669
Telephone and
facsimile 7,961 18,979 20,007 28,727
Advertising and
shareholder relations 1,538 92,378 1,538 97,147
Impairment loss on building 169,739 0 169,739 0
Bad Debts 8,756 0 9,941 0
Depreciation 113,834 68,487 213,155 137,465
- -------------------------------------------------------------------------------
875,875 780,907 1,579,564 2,156,579
- -------------------------------------------------------------------------------
Loss Before
Other Items (496,435) (561,711) (864,435) (1,644,472)
Gain on fire 0 89,343 0 89,343
Accrued oil and
waste treatment cost
reversal 0 285,588 0 285,588
- -------------------------------------------------------------------------------
0 374,931 0 374,931
- -------------------------------------------------------------------------------
Loss for Period $ (496,435) $ (186,780) $ (864,435) $ (1,269,541)
===============================================================================
Loss Per Share $ (0.08) $ (0.04) $ (0.14) $ (0.27)
===============================================================================
Weighted Average
Number of Shares
Outstanding 6,442,886 4,891,791 6,337,482 4,792,112
===============================================================================
</TABLE>
See notes to consolidated financial statements
2
<PAGE>
RICH COAST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - PREPARED BY MANAGEMENT)
(UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------
Six Months
Ended October 31,
1999 1998
- ------------------------------------------------------------
<S> <C> <C>
Net Cash Provided by (used in)
Operating Activities $ 56,876 $ (396,705)
Investing Activities
Capital asset additions (22,656) (744,324)
Deferred finance charge 0 (184,629)
- ------------------------------------------------------------
(22,656) (928,953)
Financing Activities
Decrease in bank overdraft (5,682) 0
Issue of Capital stock for cash 0 156,729
Proceeds from Convertible
Debenture 0 1,500,000
Repayment of long-term debt 0 (83,332)
- ------------------------------------------------------------
5,682 1,573,397
- ------------------------------------------------------------
Increase (Decrease) in Cash 28,538 247,739
Cash, (Bank Overdraft)
Beginning of Period 0 53,043
- ------------------------------------------------------------
Cash, End of Period $ 28,538 $ 300,782
============================================================
</TABLE>
Supplemental disclosure of non cash investing
and financing activities:
250,000 shares of common stock
issued upon settlement of lawsuit $ 50,000
==========
298,571 shares of common stock
issued in exchange of principle &
interest due on convertible
debentures $ 59,565
==========
33,349 shares of common stock
issued in exchange of accrued
interest $ 42,176
==========
See notes to consolidated financial statements
3
<PAGE>
RICH COAST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 1999 AND APRIL 30, 1999
(UNAUDITED - PREPARED BY MANAGEMENT)
(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, 1999 Form 10-KSB.
In the opinion of the Company's management, these financial statements
reflect all adjustments, including normal recurring adjustments, considered
necessary to present fairly the Company's consolidated financial position
at October 31, 1999 and the consolidated results of operations and the
consolidated statement of cash flows for the three and six months ended
October 31, 1999 and October 31, 1998.
2. CAPITAL STOCK
(a) Authorized 100,000,000 common shares of $0.001 par value
(b) Issued during the period:
<TABLE>
<CAPTION>
---------------------------------------------------------------------
NUMBER PRICE PER
OF SHARES SHARE($) AMOUNT
---------------------------------------------------------------------
<S> <C> <C> <C>
Six months ended OCTOBER 31, 1998
Shares issued
For cash - options 167,750 $ 0.86 $144,755
Interest on notes 33,349 $ 1.27 42,176
---------------------------------------------------------------------
201,099 $186,931
=====================================================================
Six months ended October 31, 1999
Shares issued
Lawsuit settlement 250,000 $ 0.20 $ 50,000
Convertible Debenture 298,571 $0.1995 59,565
(principal and
accrued interest)
----------------------------------------------------------------------
548,571 109,565
======================================================================
</TABLE>
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following information should be read in conjunction with 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.
Results of Operation
Revenues for the six month period ended October 31, 1999 increased $178,992, or
16%, from $1,319,020 to $1,140,028 for the six month period ended October 31,
1998. The increase resulted from slightly increased prices and diversion of
business from the area's largest waste disposal company which was shut down in
October 1999 for violation of environmental regulations. That shut down was
still in effect as of December 1, 1999. Rich Coast expects to retain a
substantial portion of the diverted business. Rich Coast's owned and operated
waste treatment system installed at Murco, Inc., a slaughterhouse operation in
Plainwell, Michigan that is owned by Packerland Packing, operated successfully
when placed in the production process in early October 1999. This Rich Coast
system was temporarily shut down later in the month to improve its efficiency by
modifying some upstream waste treatment systems owned by Murco. Modifications
will be paid for by Murco and are expected to be completed to allow the Rich
Coast system to resume operation by Spring 2000. Rich Coast continues to refocus
its business on installation of proprietary Rich Cost waste treatment systems at
slaughterhouse and pulp-paper company locations and away from processing at Rich
Coast facilities.
A pulp-paper demonstration has also been completed successfully with the result
that an engineering contract for a production system has been received and
fulfilled. Rich Coast is still negotiating a production contract for the pulp-
paper plant.
On September 9, 1999 Rich Coast entered into a new contract with DeMonte
Fabricators, Ltd. for the purchase of its Ford Road facility. The contract
states a purchase price of $450,000 and is contingent on the purchaser obtaining
a Baseline Environmental Assessment by March 5, 2000. The Ford Road operations
will continue at its current pace until closing on the property, at which time
all operations will be transferred to the Wyoming Road facility. The Company
recognized an impairment loss of $169,739 during the six months ended October
31, 1999 in connection with this sales contract. The impairment loss adjusts the
Carrying value of the Ford Road facility to the sales proceeds anticipated to be
received.
Cost of sales decreased $24,030, or 4%, from $627,921 during the six month
period ended October 31, 1998 to $603,891 for the six month period ended October
31, 1999. This decrease is due to reduced landfill and transportation costs. The
changes in sales and cost of sales resulted in an increase in gross profit of
$203,022, or 40%, from $512,107 for the six months ended October 31, 1998 to
$715,129 for the corresponding period in 1999. Gross profit as a percent of
sales increased from 45% in 1998 to 54% in 1999.
Interest expense consists of the amortization of beneficial conversion features
of convertible debt instruments and other interest. The beneficial conversion
features relate to the 10% convertible promissory notes (converted to common
stock during the year ended April 30, 1999) and the 8% convertible debentures
($1,445,500 outstanding principal at October 31, 1999) and were fully amortized
to interest expense during the year ended April 30, 1999. Therefore, the amount
of interest expense-beneficial conversion feature decreased from $655,307 for
the six month period ended October 31, 1998 to $0 for the six month period ended
October 31, 1999. Other interest expense decreased $56,715, or 30%, from
$193,304 in 1998 to $136,589 in 1999. This decrease was due to interest paid on
convertible debt ($697,000 principal outstanding) during the six month period
ended October 31, 1998. These debentures converted to common stock in December
1998, so no similar interest expense was necessary in 1999.
Salaries and wages increased $55,336, or 12%, from $471,251 during the six
months ended October 31, 1998 to $526,587 during the six months ended October
31, 1999. This increase was due to a larger number of employees.
During the six months ended October 31, 1999, the Company incurred $150,000 of
expense from the settlement of separate lawsuits involving Mobil Oil Corp. and
Comer Holdings, Ltd.
<PAGE>
Consulting and financing fees decreased from $128,815, or 78%, from $164,228
during the six months ended October 31, 1998 to $35,413 during the six months
ended October 31, 1999. This decrease was due to replacement of consultants with
salaried employees.
Audit, accounting and legal expenses decreased $49,792, or 43%, from $114,523
during the six months ended October 31, 1998 to $64,731 during the six months
ended October 31, 1999. This decrease was due to reduced legal expenses.
Travel expenses decreased $58,598, or 64%, from $91,537 during the six months
ended October 31, 1998 to $32,939 during the six months ended October 31, 1999.
This decrease was due to a stringent cost reduction production.
During the six months ended October 31, 1999, the Company incurred $16,905 of
pipeline relocation cost due to the pipeline's interference with a county
project.
Property taxes increased $34,577, or 57%, from $61,100 during the six months
ended October 31, 1998 to $95,677 during the six months ended October 31, 1999.
This increase was due to a one time settlement of property tax penalty and
interest charges.
Advertising and shareholder relations expenses decreased $95,609, or 98%, from
$97,147 during the six months ended October 31, 1998 to $1,538 during the six
months ended October 31, 1999. This decrease was due to termination of
contracts with new business developments and a corresponding decrease in warrant
expenses.
Depreciation expense increased $75,690, or 55%, from $137,465 during the six
months ended October 31, 1998 to $213,155 during the six months ended October
31, 1999. This increase was due to purchase and installation of a new aeration
waste treatment system at the Company's Wyoming Avenue terminal facility.
During the six months ended October 31, 1998, the Company recognized a gain of
$89,343 related to the final insurance settlement of the Company's December 15,
1997 fire damage and a gain of $285,588 of accrued oil and waste treatment cost
reversal related to savings from an improved waste oil treatment process.
Net loss for the six months ended October 31, 1999 was $864,435 compared to a
net loss of $1,269,541 for the six months ended October 31, 1998, a decrease of
$405,106, or 32%. Loss per share decreased $0.13, or 48%, from $0.27 per share
for the six month period ended October 31, 1998 to $0.14 per share for the same
period in 1999. Loss per share was also impacted by an increase in the weighted
average number of shares of 1,545,370 shares arising from 250,000 shares issued
in the settlement of a lawsuit and 298,571 shares issued upon conversion of debt
to equity.
Changes in Financial Condition
The Company's business focus continues its shift toward waste treatment
operations at the waste generator's plant. The company believes this transition
will occur over the next two years. The increased revenues from traditional
operations continue to increase due to market demand. Also, the Company's cost
of sales for the six month period totaled $603,891, compared to $627,921 for the
same six month period last year. This represents a 4% decrease in cost of sales,
while revenues for the comparable periods increased 15%.
Until the Company's transition in business is complete, it expects to continue
to incur net losses and to require financing of operating cash needs from equity
investments. In addition, the Company's sale of its Ford Road facility will
generate $300,000 positive cash flow after clean up and repairs required as part
of the sales agreement. This amount, along with additional equity investment,
is expected to offset losses until profitability is attained.
Part II Other Information
Item 1. Legal proceedings
On or about December 29, 1997 the Company was served with a complaint filed
against it in U.S District Court for the Eastern District of
<PAGE>
Michigan by Mobil Oil Corporation. The complaint alleges breach of contract by
the Company in connection with a Terminalling Agreement dated May 18, 1995
relating to through-put fees at Mobil's Woodhaven, Michigan facility. The
dispute under the Terminalling Agreement will not affect the Company's purchase
of the Mobil terminal, which occurred January 15, 1996, and should not be
confused with the Mobil terminal. The complaint was settled on October 1, 1999
and Rich Coast paid Mobil Oil Corporation $100,000 November 9, 1999 as part of
the settlement.
On December 30, 1997 an unrelated complaint was filed against the Company and
two of its directors personally in US District Court for the Eastern District of
Michigan by Comer Holdings Ltd., an Irish corporation ("Comer"), in which Comer
claims, among other things, breach of contract relating to alleged loan made to
the Company in 1994. The Company settled the suit by granting Comer 250,000
shares of common stock and committing to a $3,125 payment on December 1, 1999
with five additional payments of $9,375 at three month intervals commencing
March 1, 2000.
Item 2. Changes in Securities
Rich Coast completed a private placement on November 8, 1999 for aggregate gross
proceeds of $350,000 to Frippoma, S.A., a Swiss entity and an accredited
investor, in a transaction exempt under Regulation S and Rule 506 of Regulation
D of the Securities Act of 1933. Frippoma, S.A. received 1,750,000 shares of
the Company's common stock at $0.20 per share. No commissions were paid on the
transaction.
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 Rich Coast proprietary
systems, the expected installations at slaughterhouses, the expected increase in
revenue, 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. 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.
<PAGE>
PART II-OTHER INFORMATION
ITEM 6 EXHIBITS
(a) Exhibit 3(i)- Articles of Incorporation. 1
Exhibit 3(ii)-Bylaws. 1
Exhibit 27.1-Financial Data Schedule. Filed herewith.
(b) No reports on Form 8-K were filed during the quarter ended 10/31/99.
- -------
1 Incorporated by reference from Registrant Statement on Form S-3, File
No. 333-63289, filed with the SEC on September 11, 1998.
<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 7, 1999 by: /s/ James P. Fagan
-------------------------------
James P. Fagan, President
Date: January 7, 1999 by: /s/ Michael M. Grujicich
-------------------------------
Michael M. Grujicich,
Chief Financial and Accounting
Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> OCT-31-1999
<CASH> 28,538
<SECURITIES> 0
<RECEIVABLES> 662,753
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 692,491
<PP&E> 6,821,010
<DEPRECIATION> (1,800,164)
<TOTAL-ASSETS> 5,918,457
<CURRENT-LIABILITIES> 1,867,552
<BONDS> 3,571,273
0
0
<COMMON> 24,169,536
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,918,457
<SALES> 0
<TOTAL-REVENUES> 1,319,020
<CGS> 0
<TOTAL-COSTS> 603,891
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 136,589
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (864,435)
<EPS-BASIC> (.14)
<EPS-DILUTED> (.14)
</TABLE>
