U.S. 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 October 31, 1999 OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF _________ TO _________. COMMISSION FILE NUMBER: 0-15859 ------- RICH COAST INC. --------------- (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER) NEVADA 91-1835978 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10200 FORD ROAD, DEARBORN, MICHIGAN 48126 (Address of principal executive offices) 313-582-8866 (Issuer's telephone number) (Former name, former address and former fiscal year, if changed since last report) Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] The number of shares outstanding of the issuer's classes of common equity, as of October 31, 1999 is 6,614,889 shares of Common Stock. Transitional Small Business Disclosure Format (check one): Yes[ ] No [X] PART I-FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS RICH COAST, INC. INTERIM CONSOLIDATED FINANCIAL STATEMENTS October 31, 1999 (UNAUDITED-SEE NOTICE TO READER) RICH COAST, INC. CONSOLIDATED FINANCIAL STATEMENTS October 31, 1999 (UNAUDITED - PREPARED BY MANAGEMENT) (UNITED STATES DOLLARS) INDEX CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS 1 Consolidated Statements of Operations 2 Consolidated Statements of Cash Flows 3 Notes to Consolidated Financial Statements 4 Rich Coast Inc. Consolidated Balance Sheets (Unaudited- Prepared by Management) (United States Dollars) - -------------------------------------------------------------------------------- October 31 April 30 1999 1999 - -------------------------------------------------------------------------------- Assets Current Cash $ 28,538 $ 0 Accounts Receivable,net 662,753 491,418 Prepaid expenses 1,200 0 - -------------------------------------------------------------------------------- 692,491 491,418 Distillation Unit 2,024,706 2,024,706 Property and Equipment, net 3,165,879 3,354,493 Patent and Technology, net 20,031 21,914 Deferred Finance Charges and Deposits 185,089 226,320 - -------------------------------------------------------------------------------- $ 6,088,196 $ 6,118,851 ================================================================================ Liabilities Current Bank Overdraft $ 0 $ 5,682 Accounts payable and accrued liabilities 1,470,936 849,960 Accrued oil and waste treatment costs 246,031 257,635 Current portion of long-term debt 150,585 100,733 - -------------------------------------------------------------------------------- 1,867,552 1,214,010 Long-Term Debt 3,571,273 3,670,339 - -------------------------------------------------------------------------------- 5,438,825 4,884,349 Stockholders' Equity Common stock, $0.001 par value; 100,000,000 shares authorized, 6,614,889 and 6,066,318 shares issued and outstanding at October 31, 1999 and April 30, 1999 respectively 17,414 16,865 Additional paid-in capital 24,152,122 24,043,106 Accumulated deficit (23,520,165) (22,825,469) - -------------------------------------------------------------------------------- 649,371 1,234,502 - -------------------------------------------------------------------------------- $ 6,088,196 $ 6,118,851 ================================================================================ See notes to consolidated financial statements 1 RICH COAST, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED - PREPARED BY MANAGEMENT) (UNITED STATES DOLLARS) - -------------------------------------------------------------------------------- Three Months Six Months Ended October 31, Ended October 31, 1999 1998 1999 1998 - -------------------------------------------------------------------------------- Sales $ 715,371 $ 534,537 $ 1,319,020 $ 1,140,028 Cost of Sales (exclusive of depreciation) 335,931 315,341 603,891 627,921 - -------------------------------------------------------------------------------- Gross Profit 379,440 219,196 715,129 512,107 Expenses Interest-beneficial conversion feature 0 77,654 0 655,307 Salaries and wages 245,699 234,236 526,587 471,251 Interest 81,899 88,612 136,589 193,304 Lawsuit Settlement 100,000 0 150,000 0 Office and General 31,278 20,957 31,411 55,658 Consulting and financing fee 20,380 20,258 35,413 164,228 Audit,accounting and legal 21,264 63,829 64,731 114,523 Travel 12,077 39,319 32,939 91,537 Pipeline Staking fee 0 0 16,905 0 Property Taxes 26,250 19,137 95,677 61,100 Insurance 15,826 18,035 28,818 48,663 Utilities 19,374 19,026 46,114 37,669 Telephone and facsimile 7,961 18,979 20,007 28,727 Advertising and shareholder relations 1,538 92,378 1,538 97,147 Bad Debts 8,756 0 9,941 0 Depreciation 113,834 68,487 213,155 137,465 - -------------------------------------------------------------------------------- 706,136 780,907 1,409,825 2,156,579 - -------------------------------------------------------------------------------- Loss Before Other Items (326,696) (561,711) (694,696) (1,644,472) Other Items Gain on fire 0 89,343 0 89,343 Accrued oil and waste treatment cost reversal 0 285,588 0 285,588 - -------------------------------------------------------------------------------- 0 374,931 0 374,931 - -------------------------------------------------------------------------------- Loss for Period $ (326,696) $ (186,780) $ (694,696) $(1,269,541) ================================================================================ Loss Per share before Other Items $ (0.05) $ (0.11) $ (0.11) $ (0.34) Gain Per Share on Other Items (0.00) 0.07 (0.00) 0.07 - -------------------------------------------------------------------------------- Loss Per Share $ (0.05) $ (0.04) $ (0.11) $ (0.27) ================================================================================ Weighted Average Number of Shares Outstanding 6,442,886 4,891,791 6,337,482 4,792,112 ================================================================================ See notes to consolidated financial statements 2 RICH COAST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED - PREPARED BY MANAGEMENT) (UNITED STATES DOLLARS) - -------------------------------------------------------------------------------- Six Months Ended October 31, 1999 1998 - -------------------------------------------------------------------------------- Net Cash Provided by (used in) Operating Activities $ 28,048 $ (396,705) Investing Activities Capital asset additions (22,656) (744,324) Deferred finance charge (26,237) (184,629) - -------------------------------------------------------------------------------- (48,893) (928,953) Financing Activities Issue of Capital Stock for Suit settlement 50,000 0 Issue of Capital stock for cash 0 156,729 Proceeds from Convertible Debenture 0 1,500,000 Repayment of long-term debt (54,500) (83,332) Issue of Capital Stock for Convertible Debenture 59,565 0 - -------------------------------------------------------------------------------- 55,065 1,573,397 - -------------------------------------------------------------------------------- Increase (Decrease) in Cash 34,220 247,739 Cash, (Bank Overdraft) Beginning of Period (5,682) 53,043 - -------------------------------------------------------------------------------- Cash, End of Period $ 28,538 $ 300,782 ================================================================================ See notes to consolidated financial statements 3 RICH COAST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS October 31, 1999 AND APRIL 30, 1999 (UNAUDITED - PREPARED BY MANAGEMENT) (UNITED STATES DOLLARS) - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION These unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information. These financial statements are condensed and do not include all disclosures required for annual financial statements. The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's audited consolidated financial statements filed as part of the Company's April 30, 1999 Form 10-KSB. In the opinion of the Company's management, these financial statements reflect all adjustments necessary to present fairly the Company's consolidated financial position at October 31, 1999 and April 30, 1999 and the consolidated results of operations and the consolidated statement of cash flows for the six months ended October 31, 1999 and October 31, 1998. 2. CAPITAL STOCK (a) Authorized 100,000,000 common shares of $0.001 par value (b) Issued during the period: ---------------------------------------------------------------------- NUMBER PRICE PER OF SHARES SHARE($) AMOUNT ---------------------------------------------------------------------- Six months ended OCTOBER 31, 1998 Shares issued For cash - options 167,750 $ 0.86 $144,755 Interest on notes 33,349 $ 1.27 42,176 ---------------------------------------------------------------------- 201,099 $186,931 ====================================================================== Six months ended October 31,1999 Shares issued Lawsuit settlement 250,000 $ 0.20 $ 50,000 Convertible Debenture 298,571 $ 0.1995 59,565 (principal and accrued interest) ---------------------------------------------------------------------- 548,571 109,565 ====================================================================== 4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with unaudited consolidated financial statements included herein which are prepared in accordance with generally accepted accounting principles ("GAAP") in the United States for interim financial information. Results of Operation Revenues for Rich Coast's second quarter are $715,371 compared to the first quarter revenues $603,649. Previous second quarter revenues were $534,537. Improving profit margins on recycling services and a reduction in costs of transportation offset a $100,000 non-recurring final settlement of a suit with Mobil Oil Corporation and provided for a reduction in second quarter losses to $326,696 from first quarter losses of $368,000. Further operating cost reductions will be realized when the Company's Ford Road facility is sold and operations are consolidated at Rich Coast's Wyoming Avenue terminal site. An offer to purchase the Ford Road facility was accepted on September 9, 1999 with 180 days allowed for environmental studies necessary to financing and completion of the sales. Rich Coast's plan to redirect its efforts toward installation of its proprietary waste treatment systems at slaughterhouse and pulp-paper companies is proceeding as planned. The Company's installation at Murco, Inc., a slaughterhouse operation in Plainwell, Michigan that is owned by Packerland Packing in Green Bay, Wisconsin has been operated successfully and is now temporarily shut down awaiting Rich Coast initiated improvements in upstream processing equipment which must be completed for full production operations to resume. Revenues from the installation are expected in Rich Coast's third quarter beginning November 1, 1999. Most important is the fact that Packerland executives are pleased with results and have authorized Rich Coast engineers to propose waste treatment and waste recovery systems at two other locations. In the pulp-paper industry contract negotiations are still in progress on an installation that has been proposed at a large plant located in Michigan. Two additional industries that Rich Coast has explored are the chemical and textile industries. Both industries have serious environmental and cost problems in treatment of waste streams that can be significantly minimized using Rich Coast's proprietary systems. Demonstrations are now being planned utilizing laboratory techniques that have been extremely effective. Changes in Financial Condition The Company's business focus continues its shift toward waste treatment operations at the waste generator's plant. The company believes this transition will occur over the next two years. The increased revenues from traditional operations continue to increase due to market demand. Also, the Company's cost of sales for the six month period totaled $603,891, compared to $627,921 for the same six month period last year. This represents a 4% decrease in cost of sales, while revenues for the comparable periods increased 15%. Part II Other Information Item 1. Legal proceedings On or about December 29, 1997 the Company was served with a complaint filed Michigan by Mobil Oil Corporation. The complaint alleges breach of contract by the Company in connection with a Terminating Agreement dated May 18, 1995 relating to through-put fees at Mobil's Woodhaven, Michigan facility. The dispute under the Terminalling Agreement will not affect the Company's purchase of the Mobil terminal, which occurred January 15, 1996, and should not be confused with the Mobil terminal. The complaint was settled on October 1, 1999 by a Rich Coast payment to Mobil Oil Corporation of $100,000. On December 30, 1997 an unrelated complaint was filed against the Company and two of its directors personally in US District Court for the Eastern District of Michigan by Comer Holdings Ltd., an Irish corporation ("Comer"), in which Comer claims, among other things, breach of contract relating to alleged loan made to the Company in 1994. The Company settled the suit by granting Comer 250,000 shares of common stock an committing to a $3,125 payment on December 1, 1999 with five additional payments of $9,375 at three month intervals commencing March 1, 2000. Item 2. Changes in Securities Rich Coast completed a private placement on November 8, 1999 for aggregate gross proceeds of $350,000 to Frippoma, S.A., a Swiss entity and an accredited investor, in a transaction exempt under Regulation S and Rule 506 of Regulation D of the Securities Act of 1933. Frippoma, S.A. received 1,750,000 shares of the Company's common stock at $0.20 per share. No commissions were paid on the transaction. Forward-Looking Statements The following cautionary statements are made pursuant to the Private Securities Litigation Reform Act of 1995 in order for Rich Coast to avail itself of the "safe harbor" provisions of that Act. Discussions and information in this document, which are not historical facts, should be considered forward-looking statements. With regard to forward-looking statements, including those regarding the potential revenues from the commercialization of Rich Coast proprietary systems, the expected installations at slaughterhouses, the expected increase in revenue, and the business prospects or any other aspect of Rich Coast, be advised that actual results and business performance may differ materially from that projected or estimated in such forward-looking statements. Rich Coast has attempted to identify in this document certain of the factors that it currently believes may cause actual future experience and results to differ from its current expectations. Differences may be caused by a variety of factors, including but not limited to, adverse economic conditions, entry of new and stronger competitors, inadequate capital and the inability to obtain funding from third parties. PART II-OTHER INFORMATION ITEM 6 EXHIBITS (a) Exhibit 3(i)- Articles of Incorporation. 1 Exhibit 3(ii)-Bylaws. 1 Exhibit 27.1-Financial Data Schedule. Filed herewith. (b) No reports on Form 8-K were filed during the quarter ended 10/31/99. - ------- 1 Incorporated by reference from Registrant Statement on Form S-3, File No. 333-63289, filed with the SEC on September 11, 1998. 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: December 17, 1999 by: /s/ James P. Fagan ------------------------------- James P. Fagan, President Date: December 17, 1999 by: /s/ Michael M. Grujicich ------------------------------- Michael M. Grujicich, Chief Financial and Accounting Officer