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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-18222
NOTIFICATION OF LATE FILING
(Check One):
/ / Form 10-K
/ / Form 11-K
/ / Form 20-F
/x/ Form 10-Q
/ / Form N-SAR
For Period Ended: March 31, 1997
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form 20-F
/ / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
For the Transition Period Ended:
March 31, 1997
Read attached instruction sheet
before preparing form. Please
print or type.
Nothing in this form shall be
construed to imply that the
Commission has verified any
information contained
herein.
If the notification relates
to a portion of the filing
checked above, identify the
item(s) to which the notification
relates:________________________
PART I
REGISTRANT INFORMATION
Full name of registrant Costa Rica International, Inc.
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Former name if applicable Quantum Learning Systems, Inc.
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Address of principal executive office (Street and number)
Suite 301
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2525 S.W. Third Avenue
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City, state and zip code Miami, Florida 33129
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Part II
RULE 12b-24 (b) AND (c)
If the subject report could not be
filed without unreasonable effort or
expense and the registrant seeks
relief pursuant to Rule 12b-25(b),
the following should be completed.
(Check appropriate box.)
/x/ (a) The reasons described in reasonable
detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
/x/ (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or
Form N-SAR, or portion thereof will be filed on
or before the 15th calendar day following the
prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or
portion thereof will be filed on or before the
fifth calendar day following prescribed due
date; and
/ / (c) The accountant's statement or other
exhibit required by Rule 12b-25(c) has been
attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons
why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the
transition report portion thereof could not be
filed within the prescribed time period. (Attach
extra sheets if needed.)
Due to a significant accounting change which
resulted from the registrant's new independent
auditors, the second quarter financials had to
be re-calculated to reflect information that
recently came to light. The registrant could
not expedite this process without unreasonable
effort or expense and intends to file the
Form 10-Q with 5 calendar days of its due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to
contact in regard to this notification
Randall Piedra
2525 S.W. 3rd Avenue
Suite 301
Miami, Florida 33129
305-250-9938
(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the
preceding 12 months or for such shorter period
that the registrant was required to file such
report(s) been filed? If the answer is not,
identify report(s).
/X/ Yes / / No
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(3) Is it anticipated that any significant
change in results of operations from the
corresponding period for the last fiscal year
will be reflected by the earnings statements
to be included in the subject report or
portion thereof?
/ / Yes /X/ No
If so: attach an explanation of the
anticipated change, both narratively and
quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of
the results cannot be made.
Costa Rica International, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed
on its behalf by the undersigned thereunto
duly authorized.
Costa Rica International, Inc.
Date: May 15, 1997 By: /s/ Calixto Chavez Zamora
Chairman
