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Amendment No. 1 to
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.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
As of February 3, 1997, the registrant formally
dismissed T. Alan Walls, CPA as its principal accountant to audit
registrant's financial statements. During the registrant's two
most recent fiscal years and during the period from the end of
the registrant's most recent fiscal year through February 3,
1997, the registrant's former accountant and the registrant did
not have any disagreements on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure which, if not resolved to the former accountant's
satisfaction, would have caused him to make reference to such
subject in connection with his report, nor were there any other
disagreements or reportable events with registrant's former
accountant as described in Items 304(a)(1)(iv) and (v) of
Regulation S-K under the Securities Act of 1933, as amended. The
decision to change accountants was approved by the Board of
Directors of the registrant on January 16, 1997.
Attached as Exhibit 16 hereto is a letter from Mr. Walls to the
Commission stating that he agrees with the statements made in the
foregoing paragraph.
As of February 3, 1997, the registrant engaged KPMG Peat Marwick
as its principal accountant to audit the registrant's financial
statements. The registrant's shareholders will have the
opportunity to approve the selection of KPMG Peat Marwick at the
registrant's Annual Meeting of Shareholders scheduled for March
21, 1997.
Item 5. Other Events.
Not Applicable
Item 6. Resignation of Registrant's Directors.
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information
an Exhibits.
Not Applicable
Item 8. Change in Fiscal Year.
Not Applicable
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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: February __, 1997
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EXHIBIT 16
February 26, 1997
Securities and Exchange Commission
Judiciary Plaza
450-5th Street, N. W.
Washington, D.C. 20549
RE: Costa Rica International, Inc.
Commission File No.: 0-18222
Gentlemen:
I have read Item 4 of Costa Rica International, Inc. Form 8-K
dated February 3, 1997 and amendment 1 to form 8-K to be filed on
or about February 28, 1997 and I am in agreement with the
statements contained in Item 4.
Sincerely,
/s/ T. Alan Walls
T. Alan Walls, CPA, P.C.
