UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1996
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
RICH COAST INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE APPLIED FOR
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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)
RICH COAST RESOURCES LTD.
206-475 HOWE STREET, VANCOUVER, B.C. CANADA V6C 2B3
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(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 September 18, 1996 is 14,420,843 shares of Common Stock.
Transitional Small Business Disclosure Format (check one): YES NO X
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[LETTERHEAD]
NOTICE TO READER
We have compiled the consolidated balance sheets of Rich Coast Resources Ltd.
as at July 31, 1996 and 1995 and the consolidated statements of operations
and changes in financial position for the three months ended July 31, 1996
and 1995 from information provided by management. We have not audited,
reviewed or otherwise attempted to verify the accuracy or completeness of
such information. Readers are cautioned that these statements may not be
appropriate for their purposes.
/s/ SMYTHE RATCLIFFE
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Chartered Accountants
Vancouver, British Columbia
September 14, 1996
2
RICH COAST RESOURCES LTD.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED - SEE NOTICE TO READER)
(UNITED STATES DOLLARS)
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JULY 31,
1996 1995
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ASSETS
CURRENT
Cash $ 26,090 $ 7,371
Accounts receivable 569,786 289,735
Deposit 13,492 143,600
Prepaid expenses 67,299 2,462
Due from shareholder 68,447 0
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745,114 443,168
DISTILLATION UNIT 2,024,705 2,024,705
INVESTMENT IN AND EXPENDITURES ON MINERAL
PROPERTIES 0 74,175
CAPITAL ASSETS 3,541,987 1,752,302
DUE FROM JOSSCO INC. 0 20,000
OTHER ASSETS 36,545 44,008
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$ 6,348,351 $ 4,358,358
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LIABILITIES
CURRENT
Accounts payable $ 1,400,128 $ 1,052,946
Due to shareholders 0 147,092
Current portion of long-term debt (note 7) 67,331 75,124
Obligation under capital lease 0 4,000
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1,467,459 1,279,162
OBLIGATION UNDER CAPITAL LEASE 0 12,336
CONVERTIBLE DEBENTURE (note 4) 105,000 0
LONG-TERM DEBT (note 7) 2,144,061 187,669
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3,716,520 1,479,167
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SHAREHOLDERS' EQUITY
CAPITAL STOCK (note 6) 23,577,304 18,655,774
DEFICIT (20,945,473) (15,776,583)
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2,631,831 2,879,191
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$ 6,348,351 $ 4,358,358
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 3
RICH COAST RESOURCES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - SEE NOTICE TO READER)
(UNITED STATES DOLLARS)
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THREE MONTHS
ENDED JULY 31,
1996 1995
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SALES $534,048 $306,874
Cost of Sales 344,776 75,211
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Gross Profit 189,272 231,663
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EXPENSES
Consulting 361,294 6,511
Salaries and wages 84,471 144,105
Office and general 69,984 45,194
Interest 57,094 5,815
Financing 36,720 13,347
Travel 31,524 18,341
Insurance 28,173 21,295
Shareholder relations 19,774 40,349
Audit, accounting and legal 16,869 11,871
Repairs and maintenance 9,442 30,395
Telephone and facsimile 7,510 8,096
Rent and secretarial 7,042 14,425
Bad debts 5,990 0
Management fees 5,482 5,475
Listing and filing fees 4,748 4,175
Courier and postage 2,592 4,744
Transfer agent 0 2,069
Depreciation 107,097 86,319
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855,806 462,526
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LOSS FOR PERIOD $(666,534) $(230,863)
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LOSS PER SHARE $ 0.05 $ 0.03
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WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 13,575,800 7,768,929
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 4
RICH COAST RESOURCES LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(UNAUDITED - SEE NOTICE TO READER)
(UNITED STATES DOLLARS)
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THREE MONTHS
ENDED JULY 31,
1996 1995
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OPERATING ACTIVITIES
Loss for period $(666,534) $(230,863)
Item not involving cash
Depreciation 107,097 86,319
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(559,437) (144,544)
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CHANGES IN NON-CASH WORKING CAPITAL
Accounts receivable (54,665) (51,923)
Deposit (8,032) (140,000)
Prepaid expenses (25,613) 1,355
Accounts payable (119,334) 101,160
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(207,644) (89,408)
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(767,081) (233,952)
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INVESTING ACTIVITIES
Capital asset additions (55,927) (12,987)
Additions to distillation unit 0 (16,000)
Advance to Jossco Inc. 0 (20,000)
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(55,927) (48,987)
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FINANCING ACTIVITIES
Issue of capital stock
For cash 539,230 118,196
For services 350,000 0
Proceeds from convertible debenture 105,000 0
Shareholders' loans (repayment) (172,599) 147,092
Repayment of capital lease (4,030) (1,007)
Proceeds from (repayment of) long-term debt (53) 9,752
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817,548 274,033
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DECREASE IN CASH (5,460) (8,906)
CASH, BEGINNING OF PERIOD 31,550 16,277
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CASH, END OF PERIOD $ 26,090 $ 7,371
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SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 5
RICH COAST RESOURCES LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31
(UNAUDITED - SEE NOTICE TO READER)
(UNITED STATES DOLLARS)
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1. BASIS OF PRESENTATION
These unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in Canada
for interim financial information and conform in all material respects
with those of the United States. These financial statements are
condensed and do not include all disclosures required for annual
financial statements. These financial statements should be read in
conjunction with the Company's audited consolidated financial
statements incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended April 30, 1996.
In the opinion of the Company's management, these financial statements
reflect all adjustments necessary to present fairly the Company's
consolidated financial position at July 31, 1996 and 1995 and the
consolidated results of operations and the consolidated statement of
changes in financial position for the three months then ended. The
results of operations for the three months ended July 31, 1996 are not
necessarily indicative of the results to be expected for the entire
fiscal year.
The October 31, 1995 reorganization of the companies resulted in the
Waste Reduction Systems partnership becoming 100% owned by Rich Coast
Resources Inc., a Michigan corporation ("RCRI"). The acquisition has
been accounted for using the purchase method, and accordingly, the
financial statements have been retroactively restated to include the
financial position and results of operations and cash flows of Waste
Reduction Systems.
Prior to the merger of the partners, the Company reported its share of
the net loss of the partnership as an adjustment of investment in the
partnership. As a result of the merger the Company owns 100% of the
former partnership, consequently all the assets, liabilities and
income and expense of that entity are included in the consolidated
financial statements with effect from the commencement of business of
Waste Reduction Systems in August 1992.
6
RICH COAST RESOURCES LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31
(UNAUDITED - SEE NOTICE TO READER)
(UNITED STATES DOLLARS)
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2. CURRENCY TRANSLATION
Financial statements for reporting periods up to and including the
year ended April 30, 1996 were presented in Canadian dollars, the
currency of the incorporation jurisdiction of the parent company.
Effective May 1, 1996 financial statements are presented in United
States dollars (except for certain per share issue amounts which are
expressed in Canadian (CDN) dollars) as the operations, effective
control and management are located in the United States. This change
has been given retroactive effect to May 1, 1995 for comparative
purposes. Capital stock and deficit of the Canadian parent have been
restated in United States dollars using historical rates of exchange.
At May 1, 1996 and July 31, 1996 the Canadian parent's investments in
the U.S. operating entities are the only assets owned. Subsequent to
July 31, 1996 the Canadian parent is proposing domestication in the
State of Delaware.
3. LOSS PER SHARE
Loss per share is computed using the weighted average number of common
shares outstanding during each of the periods.
4. CONVERTIBLE DEBENTURE
The Company issued a 9.25% convertible debenture for $105,000 with a
warrant attached for the purchase of 150,000 shares at $0.70 per share
exercisable on or before July 14, 1998.
5. RELATED PARTY TRANSACTION
Management fees of $5,500 for the three months ended July 31, 1996
(three months ended July 31, 1995 - $3,600) were paid to a company
controlled by a director.
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RICH COAST RESOURCES LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31
(UNAUDITED - SEE NOTICE TO READER)
(UNITED STATES DOLLARS)
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6. CAPITAL STOCK
(a) Authorized 100,000,000 common shares without par value
(b) Issued
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NUMBER OF PRICE PER
SHARES SHARE ($) AMOUNT
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(note 2)
Balance, April 30, 1995 7,749,422 $18,537,578
Shares issued
For cash on exercise
of stock options 133,000 CDN $1.10/$1.27 118,196
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Balance, July 31, 1995 7,882,422 18,655,774
Shares issued
For cash, private placement 1,198,945 CDN $ 0.95 836,644
For cash on exercise of
stock options 442,150 CDN $ 1.13 360,411
For services 250,000 CDN $ 1.34 246,034
For settlement of loan
payable to shareholder 167,376 CDN $ 0.85 104,487
Acquisition of Waste
Reduction Systems 3,383,200 CDN $ 1.00 2,484,724
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Balance, April 30, 1996 13,324,093 22,688,074
Shares issued
For cash, private placements 640,000 $ 0.765 489,650
For cash on exercise of options 61,750 CDN $ 1.10 49,580
For services 400,000 $ 0.875 350,000
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BALANCE, JULY 31, 1996 14,425,843 $23,577,304
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8
RICH COAST RESOURCES LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31
(UNAUDITED - SEE NOTICE TO READER)
(UNITED STATES DOLLARS)
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6. CAPITAL STOCK (Continued)
(c) At July 31 and April 30, 1996, the following share purchase
options were outstanding
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NUMBER OF SHARES
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EXERCISE JULY 31, APRIL 30,
EXPIRY DATE PRICE 1996 1996
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October 3, 1998 CDN $ 0.84 15,000 15,000
October 21, 1996 CDN $ 1.10 72,300 72,300
February 1, 1997 CDN $ 1.34 40,218 40,218
March 12, 1997 CDN $ 1.27 30,031 30,031
May 10, 1997 CDN $ 1.48 184,453 184,453
October 26, 2005 CDN $ 0.60 14,450 14,450
September 8, 2005 $ 1.00 400,000 400,000
December 27, 2005 $ 0.50 800,000 800,000
January 15, 2006 $ 0.50 800,000 800,000
January 15, 2006 $ 0.75 200,000 0
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(d) At July 31 and April 30, 1996, share purchase warrants were
outstanding for 3,600,000 shares exercisable at $0.62 U.S. per
share to January 10, 2006.
7. LONG-TERM DEBT
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1996 1995
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10% senior secured note, due October 1,
2001, interest payable monthly $2,000,000 $ 0
Land contract payable in monthly
instalments of $4,753 each including
principal and interest at 8% 208,203 243,788
Equipment loan 3,189 19,005
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2,211,392 262,793
Less: Current portion 67,331 75,124
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$2,144,061 $187,669
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9
RICH COAST INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 Canada
for interim financial information. There are no material differences between
Canadian GAAP and U.S. GAAP with respect to the Company's unaudited financial
statements. All figures used in this form are in U.S. dollars unless
otherwise noted.
Pursuant to an Agreement of Merger effective October 31, 1995, the Company
acquired the balance of Waste Reduction Systems operations which it did not
previously own by merger of two of its partners into its third partner, the
Company's wholly-owned subsidiary Rich Coast Resources, Inc. ("RCRI"), a
Michigan corporation. This reorganization of the companies has resulted in
the Waste Reduction Systems partnership being 100% owned by RCRI. The
acquisition has been accounted for using the purchase method and,
accordingly, the financial statements for all periods presented have been
retroactively restated to include the financial position and results of
operations and cash flows of Waste Reduction Systems.
RESULTS OF OPERATIONS
To the date of this Report, the Company's business has been speculative. Cash
flow from the Company's operations has not, and does not at present, satisfy
all operational requirements and cash commitments. The Company has been
dependent and continues to rely upon the sale of equity and debt securities
in order to fund its development activities and operations and its ability to
continue operations is dependent on ability of the Company to continue to
obtain financing. The Company received minimal revenues from its oil and gas
properties to April 30, 1996 due to continuing low prices in the oil and gas
industry worldwide. As at April 30, 1996, the Company sold all of its oil and
gas wells. As the Company received no revenue from mining activities to April
30, 1996, inflation and fluctuations in metal prices had no significant
effect on operations. As at April 30, 1996, the Company disposed of its
mineral properties. There is no assurance that the Company's acquisition of
Waste Reduction Systems will provide cash flows sufficient to make the
Company a successful operating enterprise. If Waste Reduction Systems does
not generate sufficient levels of cash flow from operations additional
financial support will be required. Without such funding there could be doubt
as to the Company's ability to continue to operate in the normal course of
business.
The figures used are for the merged Company which took effect, for accounting
purposes, on October 31, 1995.
10
In the three months ended July 31, 1996, the Company had sales of $534,048
and gross profit of $189,272.
For the three months ended July 31, 1996, the Company recorded a net loss of
$666,534 or $0.05 per share. These results compare with a net loss of
$230,863 for the three months ended July 31, 1995 or $0.03 per share. The
results of operation for the three months ended July 31, 1996 were generally
in line with management's expectations.
REVENUES
For the past several years, the Company has been in the development stage and
therefore has not generated any significant revenues. During the past three
years, the Company received limited revenues from operations of its oil and
gas wells. As at April 30, 1996, the Company had sold all of its oil and gas
wells.
COST AND EXPENSES
OFFICE AND GENERAL EXPENSES. In the three months ended July 31, 1996, Office
and General Expenses was $69,984 versus $45,194 for the same period in 1995.
FINANCING FEES. Financing costs for the three month period ended July 31,
1996 were $36,720 versus $13,347 for the same period in 1995. The Company
anticipates that due to efforts to expand operations, these costs may rise in
the foreseeable future as the Company seeks additional capital.
PROFESSIONAL FEES (ACCOUNTING, LEGAL AND AUDIT). Professional fees increased
to $16,869 for the three months ended July 31, 1996 from $11,871 for the same
period in 1995. Much of the increase was due to expenses associated with the
Company's proposed continuance to the State of Delaware. The Company
continues to follow a policy of completing much of the regulatory filings
within the Company's head office with review by appropriate outside
professionals.
SHAREHOLDER RELATIONS. These costs for the three months ended July 31, 1996
were $19,744, versus $40,349 for the same period in 1995.
TRAVEL COSTS. Travel costs were $31,524 for the period in 1996, versus
$18,341 for the 1995 period.
CONSULTING FEES. Expenses in this category increased from $6,511 for the
period in 1995 to $361,294 for the three months ended July 31, 1996. During
the current period, The Board of Directors authorized the issuance of 400,000
shares at a deemed price of $0.875 per share, for a total of $350,000, in
lieu of cash compensation for services provided to the Company by a
consultant. These services included assisting
11
management in developing corporate strategy, assistance in the establishment
of the Company's joint venture in waste processing industry and negotiating
the Company's acquisition of the minority interest in Waste Reduction
Systems, and assisting the Company's management in completing a due diligence
and business feasibility review of that business.
LOSS FOR THE PERIOD
The net loss for the three month period ended July 31, 1996 amounted to
$666,534 versus a net loss for the three months ended July 31, 1995 of
$230,863. The Company continues to place emphasis on raising funds.
The Company does not believe that inflation has a significant effect on its
business.
LIQUIDITY AND CAPITAL RESOURCES
To date, the Company has not generated sufficient revenue to fund operations.
Since its inception, the Company has financed its exploration and development
costs and its investment in Waste Reduction Systems primarily from the sale
of equity securities through private placements and exercise of directors'
and employees' options. As at July 31, 1996, the Company had $26,090 cash on
hand. Other current assets totaled $719,024.
The Company does not have any material commitments or anticipated material
capital expenditures to third parties for the coming years, however, the
Company has committed to raising funds through the private sale of equity or
debt instruments in order to facilitate the expansion. The Company presently
has no firm commitments for such financing and there can be no assurance that
adequate financing will be available in a timely manner or on favorable terms
or at all.
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
At an Extraordinary General Meeting held on September 16, 1996, the Company's
shareholders approved proposals pursuant to which the Company has changed its
jurisdiction of incorporation from British Columbia, Canada to Delaware by
means of a process called a "continuance" under Canadian law and a
"domestication" under Delaware law (herein referred to as the
"Domestication"). Pursuant to the Domestication, the Company will become a
Delaware corporation as if it had originally been incorporated in that
jurisdiction and it will be discontinued in British Columbia, Canada.
12
The Company has filed a Certificate of Domestication and a Certificate of
Incorporation with the Secretary of State of the State of Delaware in order
to effect the Domestication and has applied to the Registrar of Companies for
the Province of British Columbia for permission to continue the Company to
the State of Delaware. Such approval must be obtained for the Domestication
to be effective. The approval of the Registrar of Companies is expected to be
issued prior to September 30, 1996.
In connection with the Domestication, the Company's name has changed to Rich
Coast Inc. In addition, the authorized capital of the Company has changed.
Previously, the Company was authorized to issue 100,000,000 shares of no par
value common stock under B.C. law. Following the Domestication, the Company
is authorized to issue 100,000,000 shares of $.001 par value Common Stock
under Delaware law. As part of the Domestication, outstanding shares of the
previously authorized no par value common stock have been converted, on a
one-for-one basis, to shares of $.001 par value Common Stock.
As required by British Columbia law, the proposal for Domestication was
approved by the affirmative vote of the holders of 75% of the votes cast in
respect of the resolution at the Meeting. Under British Columbia law,
shareholders were entitled to appraisal rights in connection with the
Domestication proposal. Shareholders who did not vote for the Domestication
were permitted to elect to have the fair value of their shares determined in
accordance with Section 231 of the Company Act (British Columbia) and paid to
them, if the Domestication was consummated and if they comply with the
provisions of said Section 231. One shareholder requested appraisal rights
with respect to 40 shares of Common Stock.
Now that the Company's focus of business development is in the United States
as a result of the Merger, management proposed the Domestication with the
belief that it is preferable that the Company's organizational and governing
documents be governed according to laws of a State of the United States. In
particular, under the B.C. Act, there are requirements that a certain numbers
of the Directors of the Company must be ordinarily resident in Canada and
British Columbia. With no active business interest in Canada, it has been a
continuing problem for the Company to find qualified individuals in British
Columbia who are prepared to act as Directors and assume the responsibilities
and the risks that are inherent with an individual acting as a Director.
Management is, therefore, of the opinion that it was preferable to eliminate
this Canadian residency requirement.
In addition, the Company's principal trading market is in the United States,
most of its shareholders are located in the United States and the Company's
common stock is traded on the United States NASDAQ system.
The Domestication did not result in any change in the business of the Company
or its assets, liabilities or net worth, nor in the persons who constitute
the Company's Board
13
of Directors and management. It is not necessary for shareholders to exchange
their existing share certificates and their holdings will not change. The
trading of the Company's shares on the Small Cap NASDAQ Market will not be in
any way affected by the continuance, except that the Company's Nasdaq trading
symbol was changed from KRHCF to KRHC.
The Company's principal executive offices have been re-located from
Vancouver, B.C. to Dearborn, Michigan, at the same location as the Company's
principal operations. The Company's new address is 10200 Ford Road, Dearborn,
Michigan 48126. Its phone number is 313-582-8866.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27.1 - Financial Data Schedule.
(b) Reports on Form 8-K: None. During the quarter ended July 31, 1996,
the Company filed no reports on Form 8-K.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RICH COAST INC.
Date: September 18, 1996 by: /s/ James P. Fagan
-------------------------------------
James P. Fagan, President
Date: September 18, 1996 by: /s/ Michael M. Grujucich
-------------------------------------
Michael M. Grujucich, Chief Financial
and Accounting Officer
15