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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)
762876 10 0
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(CUSIP Number)
Theresa M. Mehringer, Esq. c/o Smith McCullough, P.C.
4643 South Ulster Street, Suite 900, Denver, Colorado 80237
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
11/1/99, 12/16/99
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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. 762876 10 0
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Frippoma S.A. (foreign entity)
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a)
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(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC, OO
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5. Check 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 Switzerland
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7. Sole Voting Power 2,550,000
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Shares 8. Shared Voting Power -0-
Beneficially ----------------------------------
Owned by
Each 9. Sole Dispositive Power 2,550,000
Reporting -------------------------------
Person
With 10. Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by Reporting Person 2,550,000 shares
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
13. Percent of Class Represented by Amount in Row (11) 25.7%
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14. Type of Reporting Person (See Instructions)
OO
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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 Frippoma S.A.
(b) The mailing and business address of the Reporting Person is:
Via Cattori 3
6902 Paradiso
Switzerland
(c) The Reporting Person is a trust company that receives fees for
fiduciary services and makes investments in its name on behalf of
other investors (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 Switzerland.
I-B (a) Floriana Cantarelli is the Chief Executive Officer and President
(Amministratore Unico) of the Reporting Person.
(b) The business address of Ms. Cantarelli is:
Via Cattori 3
6902 Paradiso
Switzerland
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(c) In addition to serving as CEO and President of the Reporting Person
(business address listed in Item 2, I-B(b) above), Ms. Cantarelli
specializes in accounting and auditing and works with Desteco S.A. (a
trust company) and Nafra S.A. (real estate investments).
(d) During the last five years, Ms. Cantarelli has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Ms. Cantarelli 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. Cantarelli 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. Cantarelli is a Swiss citizen.
I-C (a) Paolo Floriani is the Director (Direttore) of the Reporting Person.
(b) The business address of Mr. Floriani is:
Via Cattori 3
6902 Paradiso
Switzerland
(c) In addition to serving as Director (Direttore) of the Reporting
Person, Mr. Floriani is an Authorized Swiss Financial Fiduciary and
works as an advisor for Desteco S.A. (a trust company) and Nafra S.A
(real estate investments). Mr. Floriani is also a partner of I-
Bankers Securities, Inc., located in Irving, Texas, and acts as
Director of the Swiss branch of I-Bankers Securities, Inc.
(d) During the last five years, Mr. Floriani has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Floriani 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. Floriani 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. Floriani is an Italian citizen.
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Item 3. Source and Amount of Funds or Other Consideration
On November 1, 1999, the Reporting Person purchased 1,750,000 shares
of the Issuer's Common Stock at $0.20 per share in a private placement
of 1,750,000 shares pursuant to Regulation S promulgated under the
Securities Act of 1933 (the "Act"). The private offering was directed
solely to persons who were not U.S. persons as defined in Regulation S
and who met the definition of "Accredited Investor" set forth in Rule
501(a) of Regulation D promulgated under the Act.
On December 16, 1999, the Reporting Person purchased 800,000 shares of
the Issuer's Common Stock at $0.20 per share in a private placement of
1,250,000 shares pursuant to Regulation S promulgated under the Act.
The private offering was directed solely to persons who were not U.S.
persons as defined in Regulation S and who met the definition of
"Accredited Investor" set forth in Rule 501(a) of Regulation D
promulgated under the Act.
Item 4 Purpose of Transaction
The Reporting Person has no 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;
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(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 2,550,000 shares of the Common
Stock of the Issuer. As of the date of this Schedule 13D, there were
9,914,889 shares of Common Stock outstanding. The 2,550,000 shares
beneficially owned by the Reporting Person represent approximately
25.7% of the Issuer's outstanding Common Stock as of the date of this
Schedule 13D.
(b) The Reporting Person has the sole power to vote, direct the vote of,
dispose of, and direct the disposition of 2,550,000 shares of Common
Stock.
(c) No transactions in the Issuer's Common Stock have been effected in the
last 60 days by the Reporting Person.
(d) Individual investors who are members of the Reporting Person's
fiduciary trust account have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
the Common Stock held by the Reporting Person.
(e) Not Applicable.
I-B (a) Floriani Cantarelli, as CEO and President of the Reporting Person,
shares full voting and investment control over the Common Stock of the
Issuer with Paolo Floriani, the Director of the Reporting Person.
(b) Ms. Cantarelli shares the power to vote, direct the vote of, dispose
of, and direct the disposition of 2,550,000 shares of Common Stock of
the Issuer.
(c) No transactions in the Issuer's Common Stock have been effected in the
last 60 days by Ms. Cantarelli.
(d) Paolo Floriani, as Director of the Reporting Person, shares the power
to vote, direct the vote of, dispose of, and direct the disposition of
2,550,000 shares of Common Stock of the Issuer with Ms. Cantarelli.
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(e) Not applicable.
I-C (a) Paolo Floriani, as Director (Direttore) of the Reporting Person,
shares full voting and investment control over the Common Stock of the
Issuer with Floriana Cantarelli, the Chief Executive Officer and
President (Amministratore Unico) of the Reporting Person. In
addition, on December 16, 1999, Mr. Floriani purchased 300,000 shares
of the Common Stock of the Issuer at $0.20 from Frippoma S.A. using
personal funds and, therefore, Mr. Floriani beneficially owns
approximately 3.0% of the outstanding Common Stock of the Issuer.
(b) Mr. Floriani shares the power to vote, direct the vote of, dispose of,
and direct the disposition of 2,550,000 shares of Common Stock of the
Issuer.
(c) No transactions in the Issuer's Common Stock have been effected in the
last 60 days by Mr. Floriani.
(d) Floriana Cantarelli, as Chief Executive Officer and President
(Amministratore Unico) of the Reporting Person, shares the power to
vote, direct the vote of, dispose of, and direct the disposition of
2,550,000 shares of Common Stock of the Issuer with Mr. Floriani.
(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.
While no finder's fees were paid on the acquisition of shares of
Common Stock of the Issuer by the Reporting Person, a 20% success fee
will be paid by the Reporting Person to I-Bankers Securities, Inc.
calculated on the profit above $0.30 per share upon the disposition of
shares of Common Stock of the Issuer by the Reporting Person.
Item 7. Material to be Filed as Exhibits
None.
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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: May 17, 2000
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/s/ Floriana Cantarelli
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Floriana Cantarelli, CEO and President
(Amministratore Unico)
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