As filed with the Securities and Exchange Commission on September 11, 1998
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

RICH COAST INC.
----------------------------
(Name of Registrant as specified in its charter)

NEVADA 91-1835978
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)

James P. Fagan, President
Rich Coast Inc.
10200 Ford Road 10200 Ford Road
Dearborn, Michigan 48126 Dearborn, Michigan 48126
(313)582-8866 (313) 582-8866
- ----------------------------------------- ---------------------------------
(Address,including zip code,and telephone (Name, address,including zip code
number, including area code, of and telephone number, including
Registrant's principal executive offices) area code, of agent for service)
---------------

It is requested that copies of all correspondence be sent to: Theresa M.
Mehringer, Esq., Smith McCullough, P.C., 4643 S. Ulster Street, Suite 900,
Denver, Colorado 80237, telephone number (303) 221-6000, facsimile number (303)
221-6001.
--------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:
----
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: X
----

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
----

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
----

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
----

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement becomes
effective on such date as the Securities and Exchange Commission acting pursuant
to said Section 8(a) may determine.

- --------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Title of each class Amount to Proposed maximum offering Proposed maximum Amount of
of securities to be be registered price per share(2) aggregate offering registration
registered(1) price(2) fee(2)
- ----------------------- ---------------------- --------------------------- --------------------------- -------------------

Common Stock issuable 960,000 Shares $0.78125 $750,000 $221
upon exercise of
Warrants
- ----------------------- ---------------------- --------------------------- --------------------------- -------------------
Common Stock issuable 2,601,457 Shares(3) $0.78125 $2,032,388 $600
upon conversion of
Debentures
- ----------------------- ---------------------- --------------------------- --------------------------- -------------------
Total 3,561,457 Shares $0.78125 $2,782,388 $821
- ----------------------- ---------------------- --------------------------- --------------------------- -------------------

(1) For a description of the various securities referred to herein and the
transactions in which they were issued, See "Description of Securities -
Securities Registered Hereby."

(2) Proposed maximum offering price and registration fee is based on the
average of the bid and asked prices reported by Nasdaq on September 9,
1998 (a date within five business days prior to the initial filing
hereof) pursuant to Rule 457(c).

(3) Includes the registration for resale of such presently indeterminate
number of shares of Common Stock issuable upon conversion of $1,500,000
principal amount of 8% Convertible Debentures (the "Debentures").
Estimated solely for purposes of calculating the registration fee in
connection with this Registration Statement and assumes that all of the
Debentures are converted into shares of Common Stock based on a price of
$0.76875 per share of Common Stock (the average closing bid price of the
Common Stock for the five trading days ending on August 27, 1998) and
using a discount rate of 25%.

RICH COAST INC.
CROSS REFERENCE SHEET

FORM S-3 SECTIONS IN PROSPECTUS
ITEM NO. CAPTION OR REGISTRATION STATEMENT
- -------- ------- -------------------------

PART I INFORMATION REQUIRED IN PROSPECTUS

1 Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus....................... Outside Front Cover Page

2 Inside Front and Outside Back Cover Pages of
Prospectus........................................... Inside Front Cover Pages;
Table of Contents
3 Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges............................ Risk Factors; Prospectus Summary

4 Use of Proceeds...................................... Prospectus Summary; Use of Proceeds

5 Determination of Offering Price...................... Plan of Distribution

6 Dilution............................................. Not Applicable

7 Selling Security Holders............................. Selling Shareholders

8 Plan of Distribution................................. Plan of Distribution

9 Description of Securities to be Registered........... Description of Securities

10 Interest of Named Experts and Counsel................ Not Applicable

11 Material Changes .................................... Prospectus Summary - The Company and Recent
Developments
12 Incorporation of Certain Information by
Reference............................................ Documents Incorporated by Reference

13 Disclosure of Commission Position on Indemnification
for Securities Act Liabilities....................... Plan of Distribution - Indemnification

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

14 Other Expenses of Issuance and Distribution ......... Other Expenses of Issuance and
Distribution

15 Indemnification of Directors and Officers............ Indemnification of Directors and Officers

16 Exhibits............................................. Exhibits

17 Undertakings......................................... Undertakings

SUBJECT TO COMPLETION - PRELIMINARY PROSPECTUS DATED SEPTEMBER 11, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

RICH COAST INC.
3,561,457 SHARES OF COMMON STOCK TO BE ISSUED TO
AND OFFERED BY SELLING SHAREHOLDERS

An aggregate of 3,561,457 shares (the "Shares") of $.001 par value Common
Stock (the "Common Stock") of Rich Coast Inc. ("Rich Coast" or the "Company")
may be offered by certain shareholders (the "Selling Shareholders") from time to
time in the public market. The shares of Common Stock offered hereby include the
resale of such presently indeterminate number of shares of Common Stock as shall
be issued in respect of all shares of Common Stock issuable upon conversion of
$1,500,000 principal amount of 8% Convertible Debentures. The number of shares
of Common Stock indicated to be issuable in connection with such transactions
and offered for resale hereby is an estimate determined in accordance with a
formula based on the market prices of the Common Stock, as described in the
Prospectus, and is subject to adjustment and could be materially less or more
than such estimated amount depending upon the market price of the Common Stock
at the time the Debentures are converted.

All proceeds received from the sale of the Shares offered by the Selling
Shareholders will accrue to the benefit of the Selling Shareholders and not to
the Company. None of the Shares which may be offered by the Selling Shareholders
are outstanding on the date of this Prospectus, but may be issued by the Company
after the date of this Prospectus upon exercise of outstanding warrants (the
"Warrants") or conversion of outstanding debentures (the "Debentures") held by
Selling Shareholders. These Shares may be resold in the public market by the
Selling Shareholders. The Company will receive the exercise price paid upon
exercise of Warrants for issuance of those shares; however, any difference
between that price and the price at which the shares are sold in the market by
the Selling Shareholders will accrue to the benefit of the Selling Shareholders.
Sales of any of these previously restricted Shares into the public market could
impact the market adversely so long as this Offering continues. See "Risk
Factors."

The Common Stock is traded in the over-the-counter market and quoted on
the National Association of Securities Dealers Automated Quotation System
("Nasdaq") Small-Cap Market under the symbol "KRHC". On September 9, 1998, the
average of the bid and asked prices of the Common Stock as reported by Nasdaq
was $0.78125.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" ON PAGES FOUR THROUGH SEVEN FOR DISCUSSION OF CERTAIN
MATERIAL RISKS IN CONNECTION WITH THE COMPANY WHICH PROSPECTIVE INVESTORS SHOULD
CONSIDER PRIOR TO PURCHASING THE SECURITIES OFFERED HEREBY.

The Shares will be offered by the Selling Shareholders through dealers or
brokers in the over-the-counter market. The Shares may also be sold in privately
negotiated transactions. Sales through dealers or brokers are expected to be
made with customary commissions being paid by the Selling Shareholders. Payments
to persons assisting the Selling Shareholders with respect to privately
negotiated transactions will be negotiated on a transaction-by-transaction
basis. The Selling Shareholders have advised the Company that prior to the date
of this Prospectus they have made no agreements or arrangements with any
underwriters, brokers or dealers regarding the sale of the Shares. See "Plan of
Distribution." Any commissions and/or discounts on the sale of Shares offered by
the Selling Shareholders will be paid by the Selling Shareholders, and all other
expenses related to the filing of the registration statement to which this

offering relates are being paid by the Company. Other expenses to be paid by the
Company may include SEC filing fee, printing costs, Edgar costs, legal fees and
accounting fees.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS _________, 1998.

- -------------------------------------------------------------------------------------------------------
Price Per Total Number Aggregate Offering Proceeds to Selling
Share of Shares Price Shareholder
- -------------------------------------------------------------------------------------------------------

Shares to be Outstanding
Offered by Selling
Shareholders (1) $0.78125(2) 3,561,457(3) $2,782,388 $2,782,388
- -------------------------------------------------------------------------------------------------------

- --------------

(1) These Shares will be offered by the Selling Shareholders after exercise of
outstanding Warrants and conversion of Debentures. See "Description of
Securities."
(2) The Price per Share represents the average of the bid and asked price as
reported by Nasdaq on September 9, 1998. These Shares will be offered from
time to time by the Selling Shareholders at market prices. Underwriting
discounts or commissions may be paid by the Selling Shareholders. See
"Plan of Distribution."
(3) The shares offered hereby include the resale of such presently
indeterminate number of shares of Common Stock issuable upon conversion of
the $1,500,000 principal amount of 8% Convertible Debentures.

AVAILABLE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("the 1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Company's Common
Stock and Redeemable Common Stock Purchase Warrants are quoted on Nasdaq and,
therefore, copies of such documents and other information are provided to the
National Association of Securities Dealers, Inc. Such reports, proxy statements
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at its principal office at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: in Chicago, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and in New York, 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such materials can be obtained at
prescribed rates by written request addressed to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
copies of such documents and other information are provided to Nasdaq and can be
inspected at the Nasdaq offices maintained at the National Association of
Securities Dealers, Inc., 1735 "K" Street, Washington, D.C. 20549. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding the Company and the address of such
Web site is (http://www.sec.gov).

The Company provides annual reports, including audited financial
statements, to its shareholders on request and as required under the 1934 Act.

The Company has filed with the Commission in Washington, D.C. a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "1933 Act"), with respect to the Common Stock offered hereby. As permitted
by the rules and regulations of the Commission, this Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
thereto. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement, including
the exhibits filed or incorporated as a part thereof, copies of which can be
inspected at, or obtained at prescribed rates from, the Public Reference Section
of the Commission at the address set forth above.

The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference: (1) Annual Report on Form 10-KSB
for the fiscal year ended April 30, 1998 filed with the Commission on July 31,
1998; (2) Quarterly Report on Form 10-QSB for the quarter ended July 31, 1998,
filed with the Commission on September ___, 1998; and (3) all other documents
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934
Act after the date hereof and prior to the termination of the offering of the
Shares, which documents shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in any documents incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that statements contained herein, or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

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Any person receiving a copy of this Prospectus may obtain without
charge, upon written or oral request, a copy of any and all of the documents
incorporated by reference herein (not including exhibits to those documents,
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests for such documents
should be directed to Shareholder Relations, Rich Coast Inc., 10200 Ford Road,
Dearborn, Michigan 48126, telephone (313) 582-8866.

FORWARD-LOOKING STATEMENTS

Statements made in this Prospectus, including statements contained in
information incorporated by reference, that are not historical or current facts
are "forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the 1933 Act and Section 21E of the 1934 Act. The Company intends
that such forward-looking statements be subject to the safe harbors for such
statements. Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results of operations and events and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made.
Actual events may differ materially from those projected in any forward looking
statement. There are a number of important factors beyond the control of the
Company that could cause actual events to differ materially from those
anticipated by any forward looking information. These factors include those
discussed in this Prospectus under the heading "Risk Factors" and in the
"Management's Discussion and Analysis" sections of the Company's Securities and
Exchange Commission Filings incorporated herein by reference as well as factors
described in the Company's Current Reports on Form 8-K and other documents
incorporated herein by reference. The Company disclaims any obligation
subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus and the documents
incorporated by reference herein.

The Company and Recent Developments

Rich Coast Inc. is a non-hazardous waste treatment facility
specializing in recycling of waste oils. The Company's executive offices are
located at 10200 Ford Road, Dearborn, Michigan 48126, telephone (313) 582-8866.

Any changes in the Company's affairs which have occurred since the end
of the latest fiscal year for which audited financial statements were included
in the Company's latest Annual Report incorporated herein by reference are
described in subsequent reports on Form 10-QSB or Form 8-K which are also
incorporated herein by reference.

-3-

The Offering

Pursuant to this Prospectus, the Selling Shareholders may from time to
time offer all or any portion of an aggregate of 3,561,457 Shares of Common
Stock in the over-the-counter market through underwriters, dealers or brokers or
in independently negotiated transactions. This amount includes an indeterminate
number of shares as shall be issued upon conversion of $1,500,000 principal
amount of 8% Convertible Debentures. See "Selling Shareholders" and "Plan of
Distribution." The Company will not receive any proceeds from the sale of Shares
offered by the Selling Shareholders. As of the date of this Prospectus, none of
the Shares registered for public sale are outstanding, and none of the Shares
have yet been issued, but may be purchased from the Company by Selling
Shareholders and resold by them pursuant to this Prospectus. See "Description of
Securities." These Shares of Common Stock underlie outstanding warrants and
convertible debentures exercisable or convertible at varying prices.

The Company may receive the cash proceeds from the exercise of
outstanding Warrants and will benefit through reduction of indebtedness by
conversion of outstanding debentures; however, the prices at which the Company
is obligated to issue the Shares upon conversion of Debentures are, as of the
date of this Prospectus, below the market price. In addition holders of Warrants
may be able to exercise the Warrants through a cashless exercise procedure,
which would result in no cash proceeds to the Company.

Risk Factors

The securities offered are speculative and involve a high degree of
risk. Factors which may affect the Company's business and the securities offered
hereby include uncertain financial condition, lack of profitability, possible
need for additional capital, dependence on management, substantial debt and the
likely adverse effect of this Offering on the market price of the Company's
Common Stock. See "Risk Factors."

Use of Proceeds

Net proceeds, if any, to the Company from the exercise of outstanding
warrants will be used for working capital. See "Use of Proceeds."

RISK FACTORS

In addition to the other information contained in this Prospectus,
prospective investors should carefully consider the following factors in
evaluating the Company and its business before purchasing the Common Stock
offered hereby.

FINANCIAL CONDITION; WORKING CAPITAL NEEDS. The Company reported net
losses of $1,069,295 and $1,928,329 for the fiscal years ended April 30, 1998
and 1997, respectively. There is no assurance that the Company can generate net
income, increase revenues or successfully expand its operations in the future.
In June 1998 the Company received $1,292,330 in net proceeds from

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the sale of Debentures. Management believes that cash on hand and operating
revenues will be sufficient to fund working capital requirements through fiscal
1998. However, the Company may seek additional debt or equity financing to
expand the biological treatment system and two new oil process systems. Any
issuance of equity securities would result in dilution to the interests of the
Company's shareholders and any issuance of debt securities would subject the
Company to risks that interest rates may increase or cash flow may be
insufficient to repay such indebtedness. See Consolidated Financial Statements
and Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," all of which is included in the Company's
Form 10-KSB and Forms 10-QSB incorporated herein by reference.

DEPENDENCE ON MANAGEMENT. The Company's prospects for success currently
are greatly dependent upon the efforts and active participation of its
management team, including its President and Chief Executive Officer, James P.
Fagan, and Chairman, Robert Truxell. The Company has an employment contract with
Mr. Truxell expiring December 31, 2002, and an employment contract with Mr.
Fagan which terminates December 31, 2000. The loss of the services of Messrs.
Fagan and Truxell could be expected to have an adverse effect on the Company.

SIGNIFICANT DEBT; ASSET ENCUMBRANCES; RESTRICTIVE COVENANTS. As of the
date of this Prospectus, the Company's annual debt service requirement is
$278,648, all of which is required for interest payments under the Company's 10%
Senior Secured Note due January 10, 2001 (the "10% Senior Note"). Under the 10%
Senior Note, interest only payments must be made until the $2,000,000 principal
amount is repaid.

The Company also has outstanding $697,000 aggregate principal amount of
10% l8-month convertible promissory notes (the "18 Month Notes"), the earliest
of which will become due January 1999. All interest on the 18 Month Notes is
payable in shares of the Company's Common Stock. Also, the Company has
outstanding $1,500,000 in 8% Convertible Debentures due June 2003, on which
interest accrues until repayment.

The Company's debt could have important consequences to the holders of
Common Stock by restricting the Company's ability to obtain additional financing
for working capital, acquisitions or other purposes in the future and by
creating the risk that violation of a covenant or other term of the loan
agreements could cause the outstanding balance of the loans to become due,
putting all of its assets at risk. The Company's ability to make scheduled
payments of principal or interest on, or to refinance, the Company's debt will
depend on future operating performance and cash flow, which are subject to
prevailing economic conditions and financial, competitive and other factors
beyond its control. A failure to comply with the loan agreements could result in
an event of default which could permit acceleration of the Company's debts. The
obligations of the Company under the loan agreement for the 10% Senior Note is
secured by a pledge of substantially all of the assets of the Company and its
subsidiaries. If the Company becomes insolvent or is liquidated, or if payment
under the loan agreement is accelerated, the investor would be entitled to
exercise remedies available to secured creditors under applicable law and
pursuant to the loan agreement. Accordingly, the holder of the 10% Senior Note
will have a prior claim on the assets of the Company and its subsidiaries. The
holders of the Debentures also have a security interest (junior to the holders
of the 10% Senior Note) in substantially all of the assets of the Company and
its subsidiaries. Foreclosure

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on the assets pledged to secure repayment of debt could reduce the Company's
assets to a level at which assets would not be sufficient to make any
distribution to shareholders in the event of liquidation.

MARKET OVERHANG. As of the date of this Prospectus, the Company has
reserved 2,987,513 shares for issuance upon exercise of outstanding options and
warrants, and 2,601,457 shares for issuance upon conversion of the Debentures,
and has registered 3,561,457 shares for public sale by the holders. Shares are
issuable upon conversion of the Debentures and exercise of warrants and options
at prices as low as $.80 per Share. Any sale into the public market of Shares
purchased privately at prices below the current market price could be expected
to have a depressive effect on the market price of the Company's Common Stock.
See "Description of Securities."

NO DIVIDENDS. The Company has not paid dividends since inception on its
Common Stock, and it does not contemplate paying dividends in the foreseeable
future on its Common Stock in order to use all of its earnings, if any, to
finance expansion of its operations.

POSSIBLE DELISTING OF COMMON STOCK ON NASDAQ; POSSIBLE ADVERSE EFFECT
ON TRADING MARKET. The Common Stock is quoted on the Nasdaq Small-Cap Market.
There are a number of continuing requirements that must be met in order for the
Common Stock to remain eligible for quotation on Nasdaq. In order to continue to
be quoted on Nasdaq, a company must maintain (i) net tangible assets of at least
$2,000,000, a market capitalization of at least $35,000,000 or net income in two
of the last three fiscal years of at least $500,000, (ii) a minimum of 500,000
shares publicly held, (iii) a minimum of $1,000,000 market value of public
float, (iv) a minimum bid price of $1.00 per share and (v) a minimum of 300
shareholders. In addition, continued quotation requires two marketmakers. The
bid price of the Company's Common Stock is presently less than $1.00. The
continued failure to meet these maintenance criteria could result in the
delisting of the Company's Common Stock from Nasdaq. In such event, trading, if
any, in the Common Stock may then continue to be conducted in the non-Nasdaq
over-the-counter market. As a result, an investor may find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Common Stock.

POTENTIAL VOLATILITY OF STOCK PRICE. The Company's Common Stock is
traded on the Nasdaq Small-Cap Market. There can be no assurance that an active
public market will continue for the Common Stock, or that the market price for
the Common Stock will not decline below its current price. Such price may be
influenced by many factors, including, but not limited to, investor perception
of the Company and its industry and general economic and market conditions. The
trading price of the Common Stock could be subject to wide fluctuations in
response to announcements of business developments by the Company or its
competitors, quarterly variations in operating results, and other events or
factors. In addition, stock markets have experienced extreme price volatility in
recent years. This volatility has had a substantial effect on the market prices
of companies, at times for reasons unrelated to their operating performance.
Such broad market fluctuations may adversely affect the price of the Common
Stock.

DILUTION. The Company had a net tangible book value of $1,931,241 or
$.10 per share of the Company's Common Stock on April 30, 1998. Net tangible
book value per share is determined

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by dividing the tangible net worth of the Company (tangible assets less total
liabilities) by the total number of outstanding shares of Common Stock. Since
the conversion price of the Debentures and the exercise price of the Warrants is
currently in excess of the net tangible book value per share of the Company's
Common Stock, such conversion or exercise will not be dilutive to existing
shareholders. However, in the event that the Company's net tangible book value
per share exceeds the conversion price of the Debentures or the exercise price
of the Warrants on the date of conversion or exercise, such conversion or
exercise would have a dilutive effect.

USE OF PROCEEDS

The Company will not receive any proceeds from sales of Shares by the
Selling Shareholders. The Company may receive cash proceeds from the exercise,
if any, of outstanding Warrants. However, certain holders of the Warrants have
the option to exercise the Warrants through a cashless exercise program, which
would result in no cash proceeds to the Company. As of the date of this
Prospectus, based on recent market prices for the Company's Common Stock,
management believes that it is unlikely that the Warrants will be exercised
since the exercise price of the Warrants is $1.20 per share and $2.46 per share.
However, if all of the Warrants were exercised with cash at the exercise prices
of $1.20 and $2.46 per share, then proceeds of the Offering to the Company would
total an aggregate of $1,227,600 in cash. After deduction of expenses of this
Offering payable by the Company, estimated to total $15,000, net cash proceeds
are estimated to total $1,212,600. Any net proceeds to the Company from the
exercise of outstanding warrants will be used for working capital.

SELLING SHAREHOLDERS

The following table sets forth information known to the Company
regarding the beneficial ownership of Shares of the Company's Common Stock as
adjusted to reflect the sale of the shares offered hereby by each Selling
Shareholder. The information set forth below is based upon information
concerning beneficial ownership provided to the Company by each Selling
Shareholder. Except as otherwise indicated below, each of the persons named in
the table has sole voting and investment power with respect to the shares set
forth opposite such person's name.

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Number of Shares Number of Shares
Owned Prior to Number of Shares Owned After
Name Offering(1)(2) Offered Hereby(1) Offering(1)(3)
- ---- -------------- ----------------- --------------

Alan Moore 925,000 900,000(4) 25,000
Canadian Advantage Limited 346,861 346,861 0
Partnership
Sovereign Partners, LP 867,152 867,152 0
Dominion Capital Fund Ltd. 1,387,444 1,387,444 0
Domain Investments Ltd. 60,000 60,000 0

- -----------------

(1) The number of Shares underlying the Warrants or Debentures are those
Shares registered for sale upon exercise or conversion of the Warrants
or Debentures held by Selling Shareholders. The number of shares of
Common Stock indicated to be issuable in connection with conversion of
the Debentures and offered for resale hereby is an estimate determined
in accordance with a formula based on the market prices of the Common
Stock, as described in this Prospectus, and is subject to adjustment
and could be materially less or more than such estimated amount
depending upon the market price of the Common Stock at the time the
Debentures are converted.

(2) Assumes that the Warrants are exercised and the Debentures are
converted and all Shares are sold by the Selling Shareholders.

(3) Beneficial ownership is calculated in accordance with Rule 13d-3 (d) of
the Securities Exchange Act of 1934, as amended. Under Rule 13d-3 (d),
shares not outstanding that are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding
for the purpose of calculating the number and percentage owned by such
person of the class, but not deemed outstanding for the purpose of
calculating the percentage owned of the class by any other person.

(4) Includes Shares subject to a lock-up agreement with the holders of the
Debentures whereby Mr. Moore has agreed that without prior consent he
will not sell any Shares for six months from the registration statement
registering these shares for resale.

RELATIONSHIPS AND TRANSACTIONS WITH CERTAIN SELLING SHAREHOLDERS

Domain Investments Ltd. acted as placement agent for the Company in
connection with issuance of the Debentures and pursuant to which Domain received
warrants to purchase 60,000 Shares of Common Stock, which Shares are registered
for public sale pursuant to this Prospectus. Except as described above, none of
the Selling Shareholders has had any position, office or other material
relationship with the Company during the past three years.

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PLAN OF DISTRIBUTION

SALE OF SECURITIES BY SELLING SHAREHOLDERS

The Selling Shareholders have advised the Company that prior to the
date of this Prospectus they have not made any agreements or arrangements with
any underwriters, brokers or dealers regarding the resale of the Shares. The
Company has been advised by the Selling Shareholders that the Shares may at any
time or from time to time be offered for sale either directly by the Selling
Shareholders or by their transferees or other successors in interest. Such sales
may be made in the over-the-counter market or in privately negotiated
transactions.

The Selling Shareholders have exercised their right to require the
Company to register the Shares which the Selling Shareholders purchased from the
Company in private transactions. The Selling Shareholders were granted certain
registration rights pursuant to which the Company has agreed to maintain a
current registration statement to permit public sale of the Shares for a period
of at least nine months from the date of this Prospectus or until the Shares
have been sold, whichever first occurs. The Company will pay all of the expenses
incident to the offering and sale of the Shares to the public by the Selling
Shareholders other than commissions and discounts of underwriters, dealers or
agents, if any. Expenses to be paid by the Company include legal and accounting
fees in connection with the preparation of the Registration Statement of which
this Prospectus is a part, legal fees in connection with the qualification of
the sale of the Shares under the laws of certain states, registration and filing
fees, printing expenses, and other expenses. The Company will not receive any
proceeds from the sale of the Shares by the Selling Shareholders. However, the
Company will receive the exercise price of the Warrants if and when the Warrants
are exercised, unless the cashless exercise feature is used by the Selling
Shareholders.

The Company anticipates that the Selling Shareholders from time to time
will offer the Shares through: (i) dealers or agents or in ordinary brokerage
transactions; (ii) direct sales to purchasers or sales effected through an
agent; (iii) privately negotiated transactions; or (iv) combinations of any such
methods. The Shares would be sold at market prices prevailing at the time of
sale or at negotiated prices. Dealers and brokers involved in the offer and sale
of the Shares may receive compensation in the form of discounts and commissions.
Such compensation, which may be in excess of ordinary brokerage commissions, may
be paid by the Selling Shareholders and/or the purchasers of Shares for whom
such underwriters, dealers or agents may act. The Selling Shareholders and any
dealers or agents which participate in the distribution of the Shares may be
deemed to be "underwriters" as defined in the 1933 Act and any profit on the
sale of the Shares and any discounts, commissions or concessions received by any
dealers or agents might be deemed by the NASD to constitute underwriting
compensation.

If the Company is notified by the Selling Shareholders that any
material arrangement has been entered into with an underwriter for the sale of
Shares, a supplemental prospectus will be filed to disclose such of the
following information as the Company believes appropriate: (i) the name of the
participating underwriter; (ii) the number of Shares involved; (iii) the price
at which such

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Shares are sold; (iv) the commissions paid or discounts or concessions allowed
to such underwriter; and (v) other facts material to the transaction.

Sales of Shares in the over-the-counter market may be by means of one
or more of the following: (i) a block trade in which a broker or dealer will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (ii) purchases by a dealer as
principal and resale by such dealer for its account pursuant to this Prospectus;
and (iii) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.

The Company is unable to predict the effect which sales of the Shares
by the Selling Shareholders might have upon the market price of the Company's
Common Stock or the Company's ability to raise further capital. See "Risk
Factors - Market Overhang."

PRIVATE SALE OF COMMON STOCK BY THE COMPANY

The Company will issue Shares of "restricted" Common Stock to the
Selling Shareholders upon their exercise of the outstanding Warrants or
conversion of Debentures which they received from the Company in private
transactions. The Company anticipates that Shares issued upon exercise of the
Warrants or conversion of the Debentures will be sold by the Selling
Shareholders as described above.

INDEMNIFICATION

The Company's Articles of Incorporation provide that the Company shall
indemnify any officer, employee, agent or director against liabilities
(including the obligation to pay a judgment, settlement, penalty, fine or
expense), incurred in a proceeding (including any civil, criminal or
investigative proceeding) to which the person was a party by reason of such
status. Such indemnity may be provided if the person's actions resulting in the
liabilities: (i) were taken in good faith; (ii) were reasonably believed to have
been in the Company's best interest with respect to actions taken in the
person's official capacity; (iii) were reasonably believed not to be opposed to
the Company's best interest with respect to other actions; and (iv) with respect
to any criminal action, the director had no reasonable grounds to believe the
actions were unlawful. Unless the person is successful upon the merits in such
an action, indemnification may generally be awarded only after a determination
of independent members of the Board of Directors or a committee thereof, by
independent legal counsel or by vote of the shareholders that the applicable
standard of conduct was met by the director to be indemnified.

A director, employee, agent, or officer who is wholly successful, on
the merits or otherwise, in defense of any proceeding to which he or she was a
party, is entitled to receive indemnification against reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. In
addition, a corporation may indemnify or advance expenses to an officer,
employee or agent who is not a director to a greater extent than permitted for
indemnification of directors, if consistent with

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law and if provided for by its articles of incorporation, bylaws, resolution of
its shareholders or directors or in a contract.

In connection with this Offering the Company and the Selling
Shareholders have agreed to indemnify each other against certain civil
liabilities, including liabilities under the 1933 Act. Insofar as
indemnification for liabilities arising under the 1933 Act may be permitted to
directors, officers and controlling persons of the issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable.

DESCRIPTION OF SECURITIES

As of the date of this Prospectus, the Company is authorized to issue
100,000,000 shares of $.001 par value Common Stock. No holder of any shares has
any preemptive right to subscribe for any of the Company's securities.

NO CUMULATIVE VOTING. Each holder of Common Stock is entitled to one
vote per Share with respect to all matters that are required by law or its
articles to be submitted to shareholders. Shareholders are not entitled to
cumulative voting in the election of directors. Accordingly, the holders of more
than 50% of the Shares voting for the election of directors can elect 100% of
the directors if they choose to do so; and, in such event, the holders of the
remaining Shares voting for the election of the directors will be unable to
elect any person or persons to the Board of Directors.

ISSUED AND OUTSTANDING. As of August 25, 1998, the Company had issued
and outstanding 4,886,618 Shares of Common Stock.

SECURITIES REGISTERED HEREBY.

Effective January 10, 1996 the Company issued Warrants to purchase
900,000 Shares of Common Stock at an exercise price of $1.20 per share to Alan
Moore in connection with the issuance of the 10% Senior Note with a face amount
of $2,000,000. These Warrants were issued in a transaction exempt from
registration under Section 4(2) of the Securities Act. The Shares underlying
these Warrants are registered for public sale pursuant to this Prospectus.

Effective June 11, 1998 the Company issued $1,500,000 aggregate
principal amount of 8% Convertible Debentures. These Debentures are convertible
into Shares of Common Stock 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. The Shares of Common Stock
issuable upon conversion of the Debentures are registered for public sale
pursuant to this Prospectus.

In connection with the issuance of the Debentures, Domain Investments,
Ltd. received, as placement agent, warrants to purchase 60,000 Shares of Common
Stock at an exercise price of $2.50

-11-

per Share. The Shares of Common Stock issuable upon exercise of these Warrants
are registered for public sale pursuant to this Prospectus.

TRANSFER AND WARRANT AGENT.

Montreal Trust Company, 510 Burrard Street, Vancouver, B.C. V6C 3B9,
serves as transfer agent for the Common Stock.

The Company serves as agent for its privately issued notes, options,
debentures and warrants.

LEGAL MATTERS

The legality of the issuance of the Shares of Common Stock being
offered by the Selling Shareholders hereunder will be passed upon on behalf of
the Company by Smith McCullough, P.C., 4643 S. Ulster Street, Suite 900, Denver,
Colorado 80237.

EXPERTS

The consolidated balance sheet of Rich Coast Inc. and subsidiaries as
of April 30, 1998 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended April 30, 1998 and 1997,
which appear in the Company's Form 10-KSB for the year ended April 30, 1998 have
been incorporated by reference herein in reliance upon the report, dated July
27, 1998, of Smythe Ratcliffe, Chartered Accountants, Vancouver, British
Columbia, independent auditors, and upon the authority of said firm as experts
in accounting and auditing.

-12-

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

RICH COAST INC.

TABLE OF CONTENTS

Available Information; Documents Incorporated
by Reference. ..............................................
Forward Looking Statements....................................
Prospectus Summary............................................ 3,561,457 Shares
Risk Factors.................................................. of Common Stock
Use of Proceeds...............................................
Selling Shareholders..........................................
Plan Of Distribution.......................................... PROSPECTUS
Description Of Securities.....................................
Legal Matters.................................................
Experts....................................................... _______, 1998

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table shows all expenses of the offering, other than
underwriting discounts and commissions.

SEC Filing fee $ 821
Printing costs $ 200
Edgar cost $ 1,000
Legal fees $10,000
Accounting fees $ 1,500
Miscellaneous $ 1,000

Total $14,521
=======

All amounts listed above, except for the registration fee, are
estimates. All expenses itemized above will be paid by the Registrant. Sales
agent discounts and commissions to any brokers or dealers will be borne by the
Selling Shareholders for the Shares offered by the Selling Shareholders.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

II-1

settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

ITEM 16. EXHIBITS. The following is a complete list of exhibits filed as part of
this Registration Statement, which exhibits are filed herewith or incorporated
by reference herein.

Exhibit
Number Description
- ------ -----------

3.3 Articles of Incorporation. Filed herewith.

3.4 Bylaws. Filed herewith.

5.1 Opinion of Smith McCullough, P.C. as to the legality of the
securities registered hereby. Filed herewith.

21.1 List of Subsidiaries.

23.1 Consent of Smith McCullough, P.C. See Exhibit 5.1.

23.2 Consent of Smythe Ratcliffe, Chartered Accountants. Filed
herewith.

ITEM 17. UNDERTAKINGS.

A. The undersigned small business issuer will:

(1) file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to include any additional or changed material information on the plan
of distribution.

(2) for the purpose of determining liability under the 1933
Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering thereof.

(3) file a post-effective amendment to remove from
registration any of the securities remaining unsold at the termination
of the offering.

B. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and

II-2

Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of the expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by the
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by its is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

C. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dearborn, State of Michigan, on September 9, 1998.

RICH COAST INC., Registrant

By /s/ James P. Fagan
----------------------------------------
James P. Fagan, President and CEO

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of Rich Coast Inc., by virtue of their signatures appearing below,
hereby constitute and appoint James P. Fagan and/or Robert Truxell, or either of
them, with full power of substitution, as attorney-in-fact in their names,
places and steads to execute any and all amendments to this Registration
Statement on Form S-3 in capacities set forth opposite their names on the
signature page thereof and hereby ratify all that said attorneys-in-fact or
either of them may do by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ Robert W. Truxell Chairman of the September 9, 1998
- ------------------------------ Board of Directors and Secretary
Robert W. Truxell

/s/ James P. Fagan President, Chief Executive September 9, 1998
- ------------------------------ Officer and Director
James P. Fagan

/s/ Michael Grujicich Chief Financial and September 9, 1998
- ------------------------------ Accounting Officer and Treasurer
Michael Grujicich

/s/ Thornton J. Donaldson Director September 9, 1998
- ------------------------------
Thornton J. Donaldson

/s/ Geoffrey Hornby Director September 9, 1998
- ------------------------------
Geoffrey Hornby

/s/ George P. Nassos Director September 9, 1998
- ------------------------------
George P. Nassos

II-4