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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) August 6, 1996
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COSTA RICA INTERNATIONAL, INC.
formerly known as QUANTUM LEARNING SYSTEMS, INC.
(Exact Name of Registrant as specified in its charter)
NEVADA 0-18222 87-0432572
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
Suite 301, 2525 S.W. Ave.
Miami, Florida 33129
(Address of principal executive offices, zip code)
(305) 365-5820
(Registrant's telephone number, including area code)
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 5 below
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
Item 5. OTHER EVENTS
At a shareholders meeting held on August 5, 1996, the
Registrant's shareholders approved the definitive
agreement to acquire 100% of Corporacion Pipasa, S.A.
("Pipasa"), a Costa Rican private company, in a tax-
free exchange. The Registrant will issue an aggregate
of 25,600,000 of its common shares to the shareholders
of Pipasa at such time as the listing based upon the
proposed change in control is approved by the
appropriate regulatory authorities. Initially, the
Registrant plans to acquire approximately 65% of Pipasa
in exchange for approximately 16,640,000 of its common
shares. The remaining approximately 35% of Pipasa is
expected to be acquired within the next twelve months.
The Registrant's shareholders at this same meeting
authorized an increase in its authorized common shares
to 60,000,000, which gives sufficient additional common
shares to complete the transactions.
The shareholders of the Registrant have elected the
following individuals as its Board of Directors:
Calixto Chaves Zamora
Oscar Barahona Streber
Federico Vargas Peralta
Jorge M. Quesada Chaves
Luis J. Lauredo
Alfred E. Smith, IV
James K. Isenhour
In additional, Calixto Chaves Zamora has been elected
the Chairman and Chief Executive Officer of the
Registrant. Monica Chaves Zamora has been elected the
Secretary of the Registrant.
The Registrant plans to dispose of all current
operations of the Registrant contemporaneously with the
completion of the acquisition of Pipasa and in such
manner as to estoppel any contingent liability.
Finally, the name of the Registrant has been changed to
Costa Rica International, Inc.
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The Registrant's main line of
business, through Pipasa, will be the production and
marketing of poultry products.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
Not Applicable
Item 8. CHANGE IN FISCAL YEAR.
Not Applicable
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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 hereunto duly authorized.
QUANTUM LEARNING SYSTEMS, INC.
By: /s/ Calixto Chaves Zamora
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Calixto Chaves Zamora
Chairman
Dated: August 6, 1996
