SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No 1 to
FORM 10-QSB/A
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1997
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File No. 0-18222
COSTA RICA INTERNATIONAL, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 87-0432572
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
Suite 303, 2525 S.W. 3rd Ave., Miami, Florida 33129
(Address of principal executive offices) (Zip Code)
(305) 250-9938 / (305) 250-9939
(Registrant's telephone number including area code)
Indicate by check mark whether the Registrant (1) had filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 Registrant's common stock, par value $.001
per share, as of March 31, 1997 was 19,809,396 shares.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
See attached amended and restated financial statements
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
For purposes of comparison and evaluation, liquidity and capital
resources of Corporacion Pipasa, S.A. ("Pipasa"), the Company's sole operating
subsidiary are used. These comparisons do not reflect the fact that the
Company owns 59.56% of Pipasa's common stock and, as a result, will receive
income only through the payment of dividends by Pipasa to the Company as a
holder of Pipasa's common stock.
The following section supersedes Management's Discussion and
Analysis of Financial Condition and Results of Operations in the Quarterly
Report on Form 10-QSB for March 31, 1997.
On March 5, 1997, the Company announced through a press release,
that certain reports filed with the Securities and Exchange Commission, had
to be amended due to an overstatement in the assets reported due to an error
when applying currency translation and purchase accounting methods. This
amount is estimated to be between $20 million and $25 million. The error
was detected by the registrant with the assistance of its new external
auditors, KPMG Peat Marwick, who recently completed their re-audit. The
Company corrected these errors in Amendment No. 1 to its Annual Report on
Form 10-KSB/A filed with the Commission on September 2, 1997.
For purposes of preparing this amendment to the Quarterly Report on
Form 10-QSB as of March 31, 1997, the Company has reflected balance sheet
accounts as of September 30, 1996, certified by KPMG Peat Marwick. The
balance sheets were filed with adjusted amounts in a September 2, 1997
amendment.
Revenues of the Company for the quarter ending March 31, 1997
increased from $15,001,487 in fiscal year 1996 to $15,704,186 in fiscal year
1997, an increase of US $702,699, approximately 5% over the previous year.
The Company experienced an increase in revenues as a result of an increase in
its volume of sales in Costa Rica as well as an increase in its exports to
other countries.
The gross profit for the quarter and six month period ended March 31,
1997 is lower in comparison to the previous year. The gross profit for this
period fell US $134,667, a decline of 3.3%. This decline in gross profit is
mainly due to a reduction in inventory levels which were produced at a higher
cost. There was also a reduction in the cost of raw material which has not
been reflected in the cost of sales. This also affects the net income before
tax of the Company. The Company recorded a net profit before taxes and
minority interest for the March 31, 1997 quarter of $714,170 compared to a
net profit recorded before taxes and minority interest in 1996 of $715,112.
The six month period ended March 31, 1997 reflects an accumulated net income
before taxes and minority interest of $1,741,786, a decrease of 5.90%, when
compared to the six month period ended March 31, 1996, which realized a net
profit of $1,850,998. The Company recorded a net profit after taxes and
minority interest for the March 31, 1997 quarter of $313,102 compared to a net
profit after taxes and minority interest of $392,648 in March 1996. The net
profit after taxes and minority interest for the six months ended March 31,
1997 is $822,230 in comparison to $1,110,322 in 1996.
General and administrative expenses increased by 29% partially due
to an increase in the cost of professional services incurred by Costa Rica
International, Inc. Selling expenses increased to 1.21%, due to export
expenses associated with the Company's expansion into foreign markets. This
trend continued for the six month periods ending March 31 of 1997 and 1996.
LIQUIDITY AND CAPITAL RESOURCES
For purposes of comparison and evaluation, liquidity and capital
resources of Corporacion Pipasa, S.A. ("Pipasa"), the Company's sole operating
subsidiary are used. These comparisons do not reflect the fact that the
Company owns 59.56% of Pipasa's common stock and, as a result, will receive
income only through the payment of dividends by Pipasa to the Company as a
holder of Pipasa's common stock.
As of March 31, 1997, CRI's Cash and Cash Equivalent were $736,768,
as compared to $5,129,312 at September 30, 1996.
-1-
<PAGE>
There was an increase in cash and cash equivalents of Pipasa at
September 30, 1996, due to the collection of a note receivable from related
parties that had been deposited in a current account on the date. At March
30, 1997, there was a decrease in Cash and Cash Equivalent, due to an increase
in the working capital of the Company for an increase of notes receivable,
and an investment in equipment.
As of March 31, 1997, the working capital ratio was 1.05 as compared
to 0.98 at September 30, 1996.
On August 26, 1996 Pipasa entered into an agreement with Inversiones
La Ribera, S.A. (a company owned and controlled by its Chairman and Chief
Executive Officer, Mr. Chaves) to acquire, for $4,858,955, 10% of equity
ownership rights to Inolasa and Adecsa ("Inolasa Group"), an independent third
party and significant supplier of raw material to Pipasa. Inversiones La
Ribera S.A. is both a principal stockholder of Pipasa and a related party since
it is beneficially owned and controlled by Mr. Chaves, who is Chairman of both
the Company and Pipasa. On September 30, 1996, Pipasa had made payments of
$934,842 in connection with such agreement; the unpaid balance was to be paid
during the year ending September 30, 1997. As of the date of this filing, the
balance due for the transaction has been paid in full.
FORWARD-LOOKING INFORMATION
This management discussion and analysis of financial condition and
results of operations may include certain forward-looking statements, within
the meaning of Section 27E of the Securities Exchange Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including (without limitations) statements with respect to
anticipated future operations and financial performance, growth and
acquisition opportunity and other similar forecast and statements of
expectation. Words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates" and "should" and various of those words
and similar expressions are intended to identify these forward-looking
statements. Forward-looking statements made by the Company and its
management are based on estimates, projections, beliefs and assumptions
of management at the time of such statements and are not guarantees of
future performance. The Company disclaims any obligations to update or
review any forward-looking statements based on occurrence of future events,
the receipt of new information or otherwise.
Actual future performance outcomes and results may differ
materially from those expressed in forward-looking statements made by the
Company and its management as a result of numbers of risks, uncertainties
and assumptions. Representatives examples of these factors include
(without limitations) general industrial and economic conditions, interest
rates trends; cost of capital and capital requirements; availability of
real estate property; compensation from national hospitality companies;
shifts in customer demands; changes in operating expenses, including
employee wages, benefits and training; governmental and public policy;
changes in the continued availability of financial amounts and at the
terms necessary to support the Company's future business.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No legal proceedings of a material nature to which the Company is a
party were pending during the reporting period, and the Company knows of no
legal proceedings of a material nature pending or threatened or judgments
entered against any director or officer of the Company in his capacity as such.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No exhibits as set forth in Regulation S-K are considered necessary
in this 10-QSB/A filing.
-2-
<PAGE>
Costa Rica International
Consolidated Condensed Balance Sheet
As of March 31, 1997 and September 30, 1996
<TABLE>
<CAPTION>
Unaudited Audited
--------- -------
March 1997 September 1996
---------- --------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 736,768 $ 5,129,312
Short term investments 1,959,511 260,339
Notes and accounts receivable - net 7,555,341 4,613,762
Due from related parties 1,559,032 1,304,500
Inventories - net 6,984,821 7,148,797
Prepaid expenses 260,259 157,889
----------- -----------
Total Current Assets 19,055,732 18,614,599
----------- -----------
Long term notes receivable - trade 268,756 211,362
Property, plant and eq. - net 12,559,191 13,604,108
Long term investment 155,390 35,190
Other assets 5,616,181 5,743,448
----------- -----------
Total Assets $37,655,250 $38,208,707
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable 10,496,216 9,411,340
Due to related parties 2,470,636 3,924,114
Current installment of long term debt 791,423 1,461,118
Accounts payable 3,258,609 2,562,129
Accrued expenses 1,197,416 1,642,455
----------- -----------
Total Current Liabilities 18,214,300 19,001,156
----------- -----------
Long term notes payables 3,308,648 3,593,601
Other Liabilities 114,823 95,639
----------- -----------
Total Liabilities 21,637,771 22,690,396
----------- -----------
Minority Interest 5,694,561 5,429,402
Stockholders' Equity
Common Stock - $.001 par; 60,000,000
shares authorized; 19,810,396 shares
outstanding as of March 31, 1997 19,810 19,560
Preferred Stock - 317,831 shares
outstanding as of March 31, 1997 2,216,072 2,216,072
Additional paid-in capital 9,375,002 9,350,252
Cumulative translation adjustment (4,129,894) (3,596,253)
Retained Earnings 2,841,928 2,099,278
----------- -----------
Total Stockholders' Equity 10,322,918 10,088,909
----------- -----------
Total Liabilities and
Stockholders' Equity $37,655,250 $38,208,707
=========== ===========
See accompanying notes to consolidated condensed financial statements.
</TABLE>
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<PAGE>
Costa Rica International, Inc.
Consolidated Condensed Statements of Income
Unaudited
---------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, 1997 March 31, 1996 March 31, 1997 March 31, 1996
-------------- -------------- -------------- --------------
Corporacion Corporacion
Pipasa S.A. Pipasa S.A.
<S> <C> <C> <C> <C>
Net Sales 15,704,188 15,001,487 32,643,629 31,201,869
Cost of Sales 11,788,398 10,951,030 24,496,065 22,562,985
----------- ----------- ----------- -----------
3,915,790 4,050,457 8,147,564 8,638,884
----------- ----------- ----------- -----------
Operating Expenses
Selling 1,628,158 1,608,733 3,229,461 3,224,029
General and Administrative 1,399,574 1,084,453 2,701,950 2,220,705
---------- ---------- ----------- -----------
Total Operating Expenses 3,027,732 2,693,186 5,931,411 5,444,734
---------- ---------- ----------- -----------
Operating Income 888,058 1,357,271 2,216,153 3,194,150
Interest expense 556,468 724,148 1,104,240 1,464,387
Interest income (238,587) (127,909) (457,618) (243,896)
Exchange losses (gains) - net 21,167 10,510 59,522 103,881
Miscellaneous - net (165,160) 35,410 (231,777) 18,780
---------- ---------- ----------- -----------
Other expenses, net 173,888 642,159 474,367 1,343,152
Income before income taxes and
minority interest 714,170 715,112 1,741,786 1,850,998
Income taxes 96,852 55,532 237,512 153,834
---------- ---------- ----------- -----------
Income before minority interest 617,318 659,580 1,504,274 1,697,164
Minority interest 304,216 266,932 682,044 686,842
---------- ---------- ----------- -----------
Net Income $ 313,102 392,648 $ 822,230 1,010,322
Preferred Stock Dividend 57,051 80,015 133,682 151,094
---------- ---------- ----------- -----------
Net income applicable to common stock 256,051 312,633 688,548 859,228
========== ========== =========== ===========
Earnings per common share $ 0.013 $ 0.020 $ 0.035 $ 0.055
---------- ---------- ----------- -----------
Weighted average number of
common shares outstanding 19,810,396 15,573,571 19,742,729 15,573,571
----------- ----------- ----------- -----------
See accompanying notes to consolidated condensed financial statements.
</TABLE>
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<PAGE>
Costa Rica International, Inc.
STATEMENTS OF CASH FLOWS
For the six months ended March 31, 1997 and 1996
Unaudited
---------
<TABLE>
<CAPTION>
Corporacion
Pipasa, S.A.
------------
1997 1996
--------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Income $ 822,230 $ 1,010,322
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 706,041 669,893
Allowance for doubtful accounts 47,051 44,624
Loss (gain) on sale of productive assets (60,300) 92,417
Cash provided by (used for) changes in:
Short term investment (1,762,328) (1,351,869)
Notes and accounts receivables (3,288,398) (298,764)
Due from related party (374,914) (1,243,717)
Inventories (238,136) (2,303,448)
Prepaid expenses (109,863) (37,150)
Accounts payable 393,098 269,820
Accrued expenses 126,779 (87,673)
Long term receivable - trade (71,054) 72,801
----------- -----------
Net Cash Provided by Operating Activities (3,809,794) (3,162,744)
=========== ===========
CASH FLOW FROM INVESTING ACTIVITIES:
Increase long term investment (125,622) (308,814)
Additions to property, plant and equipment (404,732) (554,711)
Proceeds from sale of productive assets 60,300 143,266
Other assets (195,902) 54,140
----------- -----------
Net Cash Provided by Investing Activities (665,956) (666,119)
=========== ===========
CASH FLOW FROM FINANCING ACTIVITIES:
Short-term financing - increase in
notes payable 1,495,144 2,235,746
Cash dividends (79,578) (234,896)
Long term financing:
New loans 18,307 1,977,704
Payments (556,899) (975,173)
Issue of common stock 5,000 -
Due to related party (1,271,542) -
Increase in minority interest 265,159 119,498
----------- -----------
Net Cash Provided by Financing Activities (124,409) 3,122,879
=========== ===========
EFFECT OF EXCHANGE RATE CHANGES ON CASH 207,615 404,874
Net Increase (Decrease) in Cash (4,392,544) (301,110)
Cash Balance at beginning of period 5,129,312 2,113,595
----------- -----------
Cash Balance at end of period $ 736,768 $ 1,812,485
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for the period for:
Interest $ 1,126,744 $ 1,371,981
=========== ===========
Income Taxes 55,172 $ 54,530
=========== ===========
See accompanying notes to condensed financial statements.
</TABLE>
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<PAGE>
COSTA RICA INTERNATIONAL, INC.
Notes to Financial Statements
March 31, 1997 and September 30, 1996
NOTE 1 - AGREEMENT AND PLAN OF REORGANIZATION
- ---------------------------------------------
On April 30, 1996, Corporacion Pipasa, S.A. (Pipasa) entered into an
Agreement and Plan of Reorganization with Quantum Learning Systems, Inc.
(Quantum) to be known as Costa Rica International, Inc. for the acquisition of
Pipasa by Quantum, to be known as Costa Rica International, Inc. (CRI). The
transaction was approved by the shareholders of the CRI on August 5, 1996 and
was consummated on September 30, 1996. Pursuant to this agreement,
approximately sixty percent (60%) of Pipasa is now owned by CRI.
On March 5, 1997, the Company announced through a press release,
that certain reports filed with the Securities and Exchange Commission, would
have to be amended due to an overstatement in the assets reported due to an
error when applying currency translation and purchase accounting methods. This
amount was estimated to be between $20 million and $25 million. The error was
detected by the registrant with the assistance of its new external auditors,
KPMG Peat Marwick. The Company with the assistance of KPMG Peat Marwick,
corrected these errors in its Amendment No. 1 to its Annual Report on
Form 10-KSB/A filed with the Commission on September 2, 1997.
For purposes of preparing this amendment to the Quarterly Report on
Form 10-QSB/A as of March 31, 1997, the Company has reflected balance sheet
accounts as of September 30, 1996, certified by KPMG Peat Marwick. The balance
sheets were filed with adjusted amounts in a September 2, 1997 amendment.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
PRINCIPLES OF CONSOLIDATION - The consolidated condensed financial statements
as of March 31, 1997 and September 30, 1996, include all accounts of CRI
and its currently owned subsidiary. All significant intercompany
transactions and balances were eliminated. The consolidated condensed
financial statements as of September 30, 1996 reflect Quantum's acquisition
of Pipasa from a perspective of Quantum as the accounting acquirer.
KPMG Peat Marwick has now determined that under Opinion No. 16 of the
Accounting Principal's Board, Pipasa should have been treated as the
accounting acquirer. The financial statements as of March 31, 1997 reflect
the adjustments which management currently estimates are necessary to
correct this error.
FOREIGN CURRENCY TRANSLATION - FASB 52 "Foreign Currency Translation" states
that "...if the financial statements of a foreign entity in a highly
inflationary economy are stated in any currency other than the reporting
currency, they must be remeasured into the reporting currency [using
historical rates for non-monetary assets and liabilities]... As a result
of that process, gains and losses from converting foreign currency
financial statements into reporting currency are recognized in net
income..." As of September 30, 1996, non-monetary accounts in the
audited financial statements were translated using historical rates.
However, it was determined that Costa Rica is not a highly inflationary
country, therefore, this method for translating financial statements to
U.S. Dollars does not apply. As of March 31, 1997, the financial statements
of Pipasa have been translated into US dollars on the basis of the colon
([cent sign]) as the functional currency, as follows: assets and liabilities
denominated in dollars have been stated as nominal dollar amounts; assets and
liabilities denominated in Costa Rican Colones have been translated at the
commercial exchange rates in effect as of September 30, 1996 and
March 31, 1997; stockholder's equity accounts have been translated at exchange
rates in effect when incurred or realized (historical exchange rate); income
and expenses have been translated at average exchange rates in effect during
the periods then ended. Translation adjustments have been recorded as a
separate component of stockholders' equity
-6-
<PAGE>
COSTA RICA INTERNATIONAL, INC.
Notes to Financial Statements
March 31, 1997 and September 30, 1996
and stockholders' equity was translated applying historical rates. Translation
gains and losses are accumulated in a separate account as part of the
stockholders' equity.
EARNINGS PER SHARE - Earnings per shares is calculated based on the
weighted average number of shares outstanding. Common stock equivalents
are not dilutive, therefore no change in fully diluted shares is presented.
DEPRECIATION, MAINTENANCE AND REPAIRS - Depreciation is provided by the
straight-line method. Estimated useful lives for depreciation purposes are
as follows:
Buildings 10-50 years
Machinery and equipment 5-10 years
Production equipment 5-10 years
Furniture and fixtures 3-10 years
Maintenance and repairs, which do not prolong the useful life of an asset,
are expensed as incurred.
AMORTIZATION - Amortization of intangible assets, which include copyrights
and royalties, is amortized using the straight-line method. Estimated
useful lives for amortization purposes are as follows:
Royalties 5-10 years
Copyrights 5-10 years
ESTIMATES - Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenue and expenses. Actual results could vary from the estimates
that were assumed in preparing the financial statements.
INVENTORY - Inventory is recorded at the lower of cost or market. Cost is
determined using the weighted average method for all inventories.
NEW ACCOUNTING STANDARDS - In March 1995, the Financial Accounting Standards
Board (FASB), issued Statement of Financial Accounting Standard No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" (SFAS No. 121), which becomes effective for financial
statements for fiscal years beginning after December 15, 1995. The Statement
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangible assets and goodwill related to those assets
be held and used for long-lived assets and certain identifiable assets to be
disposed of. The Company is in the process of determining the effect, if
any, of adopting this standard.
In October 1995, the FASB issued Statement of Financial Accounting Standard
No. 123, "Accounting for Stock Based Compensation" (SFAS No. 123), which
becomes effective for financial statements for fiscal years beginning after
December 15, 1995. SFAS No. 123 defines a fair value based method of
accounting for an employee stock option or similar equity instrument and
encourages all entities to adopt that method of accounting for all of their
employee stock compensation plans. However, it also allows an entity to
continue to measure compensation cost for those plans using the intrinsic
value basic method of accounting prescribed by the Accounting Principle
Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
No. 25). The Company is currently accounting for the stock-based
compensation under this method.
In February 1997, the FASB issued Statement of Financial Accounting
Standard No. 128 "Earnings Per Share" (SFAS No. 128). This statement is
effective for financial statements for both interim and annual periods
ending after December 15, 1997. It requires restatement for all
prior-period earnings per share ("EPS") data presented. SFAS No. 128
establishes standards for computing and presenting EPS and applies to
entities with publicly held common stock. This Statement replaces the
presentation of primary EPS with a presentation of basic EPS.
-7-
<PAGE>
COSTA RICA INTERNATIONAL, INC.
Notes to Financial Statements
March 31, 1997 and September 30, 1996
NOTE 3 - SUMMARY OF FINANCIAL INFORMATION
<TABLE>
<CAPTION>
NOTES AND ACCOUNTS RECEIVABLES
- ------------------------------
Notes and accounts receivables consist of:
March 1997 September 1996
----------- --------------
<S> <C> <C>
Trade receivable 6,780,056 3,802,023
Other 803,112 845,917
---------- ----------
7,583,168 4,647,940
---------- ----------
Allowance for doubtful accounts 178,848 212,872
---------- ----------
7,404,320 4,435,068
---------- ----------
Short term notes - trade 151,021 178,694
---------- ----------
7,555,341 4,613,762
========== ==========
INVENTORIES
- -----------
Inventories, net consist of:
March 1997 September 1996
----------- --------------
Finished Products 2,007,263 2,176,876
In - Process 1,504,120 1,770,714
Production Poultry 1,472,058 1,452,607
Materials and Supplies 1,165,288 1,361,296
Raw Materials 1,170,125 786,848
In-Transit 123,432 19,929
---------- ----------
7,442,286 7,568,270
Allowance for renewal of
Production Poultry
Inventories, net 457,465 419,473
---------- ----------
6,984,821 7,148,797
========== ==========
</TABLE>
-8-
<PAGE>
COSTA RICA INTERNATIONAL, INC.
Notes to Financial Statements
March 31, 1997 and September 30, 1996
<TABLE>
<CAPTION>
PROPERTY, PLANT AND EQUIPMENT
- -----------------------------
Property, Plant and Equipment consists of:
March 1997 September 1996
----------- --------------
<S> <C> <C>
Land 2,310,410 2,444,323
Buildings and facilities 5,995,137 6,394,134
Machinery and equipment 6,554,756 6,687,936
Vehicles 1,705,188 1,685,967
Advertising signs and displays 345,471 381,039
Machinery in transit 5,082 5,380
Construction in process 382,636 441,130
---------- ----------
17,298,680 18,039,909
---------- ----------
Less, Accumulated Depreciation 4,739,489 4,435,801
---------- ----------
12,559,191 13,604,108
========== ==========
</TABLE>
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<PAGE>
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant that duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COSTA RICA INTERNATIONAL, INC.
By:/s/---------------------------------
Calixto Chaves
Chairman
Dated: September 9, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL AND ACCOUNTING OFFICER
Dated: September 9, 1997 By:/s/---------------------------------
Jorge Mi. Quesada
Treasurer
SECRETARY
Dated: September 9, 1997 By:/s/----------------------------------
Monica Chaves
Secretary
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