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) September 19, 1997
-------------------------------
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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 301, 2525 S.W. 3rd Ave.
Miami, Florida 33129
--------------------
(Address of principal executive offices, zip code)
(305) 365-5820
--------------
(Registrant's telephone number, including area code)
<PAGE>
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.
The Registrant has entered into a non-binding Letter of Intent with
Corporacion As de Oros, S.A. a Costa Rican corporation ("Oros") and
Comercial Angui, S.A., a Costa Rican corporation ("CA") (the parent
corporation of Oros) for Registrant to either (i) merge Oros or CA into
Registrant or (ii) purchase all of the assets of Oros (subject to
certain existing liabilities) for cash or stock of Registrant or a
combination thereof or (iii) purchase all of the stock of CA from Oros
for cash or stock of Registrant or a combination thereof.
Pursuant to prior approval of the Board of Directors of the Registrant,
the Registrant is presently engaged in the due diligence process.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
Item 5. OTHER EVENTS.
Not Applicable.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable.
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not Applicable.
Item 8. CHANGES IN FISCAL YEAR.
Not Applicable.
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
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.
COSTA RICA INTERNATIONAL, INC.
By: /s/ Calixto Chaves Zamora
------------------------------------------
Calixto Chaves Zamora
Chairman
Dated: September 19, 1997
