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SECURITIES AND EXCAHNGE 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: December 31, 1996
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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: ________________________________________
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;
/ / (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 1-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.)
The Registrant changed its independent certified public accounting firm
during the last two weeks of the reporting period, whose review of
registrant's 10-Q report has proceeded as expeditiously as possible without
unreasonable effort or expense.
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: February 13, 1997 By: /s/ Calixto Chavez Zamora
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