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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Transitional Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition Period from July 1, 1996 to September 30, 1996
Commission File No. 0-18222
COSTA RICA INTERNATIONAL, INC
formerly known as
QUANTUM LEARNING SYSTEMS, INC.
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(Exact Name of Small Business Issuer as specified in its charter)
NEVADA 87-0432572
- - - - ---------------------------------------- --------------------------
(State or other jurisdiction (IRS Employer File Number)
of incorporation)
SUITE 301, 2525 S.W. 3RD AVE
MIAMI, FLORIDA 33129
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(Address of principal executive offices) (zip code)
(305) 250-9938
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(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
COMMON STOCK $.001 PAR VALUE
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(Title of Class)
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has 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:
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $674,597.
The aggregate market value of the voting stock of the Registrant held by
non-affiliates as of September 30, 1996 was approximately $22,959,212. A
total of 12,083,796 shares were owned by non-affiliates as of September 30,
1996.
The number of shares outstanding of the Registrant's common stock, as of
the latest practicable date, December 31, 1996, was 19,809,396.
DOCUMENTS INCORPORATED BY REFERENCE
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Documents incorporated by reference are found in Item 13.
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PART I
Item 1. DESCRIPTION OF BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS
COSTA RICA INTERNATIONAL, INC., formerly known as Quantum Learning Systems,
Inc. (the "Company"), is a Nevada corporation. The principal business address
during the reporting period was Suite 301, 2525 S.W. 3rd Ave., Miami, Florida
33129. Its phone number at this address was (305) 250-9938.
The Company was incorporated under the laws of the State of Utah on
February 6, 1986 under the name CCR, Inc. for the purpose of investing in any
and all types of assets, properties, and businesses. The Company completed a
public offering in 1987.
In its history, the Company has effected three reverse stock splits of its
common stock. The first was in June, 1990 on the basis that each ten common
shares outstanding were converted into one new share. The second was in August,
1991, on the basis of one new common share for each three shares outstanding.
And the third was in December, 1993, where each three common shares outstanding
were converted into one share.
In 1988, the Company entered into a Plan and Agreement of Reorganization
with W.T. Young Construction Company, Inc., Young Trucking, Inc., C.C. Crane
Corp., and all of the shareholders of these three companies. This reorganization
was effective as of October 31, 1988. Under this reorganization acquisition,
these three companies became wholly-owned subsidiaries of the Company, which
became a holding company. A majority of the assets of C.C. Crane Corp. were sold
in 1991 to certain then minority owners of the Company. In June, 1994, W.T.
Young Construction Company, Inc. and Young Trucking, Inc. were sold to these
same then minority shareholders of the Company.
In October, 1991, the Company acquired all of the issued and outstanding
common stock of Cambridge Academy, Inc. ("Cambridge") in exchange for shares of
the Company's restricted common stock. Cambridge was sold in September, 1996.
In July, 1992, the Company entered into an agreement to acquire one hundred
percent of the issued and outstanding common stock of Quantum Learning Systems,
Inc., a Florida corporation, eventually known as Sentient, Inc. ("Sentient") in
exchange for shares of the Company's restricted common stock. Sentient was sold
in September, 1996.
In August, 1992, the Company entered into an agreement to acquire one
hundred percent of the issued and outstanding common stock of Current Concept
Seminars, Inc. ("CCS") in exchange for shares of the Company's restricted common
stock. CCS was sold in September, 1996.
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In August, 1993, the Company entered into an agreement for the acquisition
of all of the issued and outstanding shares of Cascade Carpet Mills, Inc., a
private Georgia corporation, in exchange for restricted common shares of the
Company's stock. The acquisition was rescinded, ab initio, by mutual agreement
of the parties in 1994.
In April, 1994, the Company changed its name to Quantum Learning Systems,
Inc. and its state of incorporation from Utah to Nevada.
In April, 1996, the Company entered into an acquisition agreement to
acquire 100% of the issued and outstanding shares of Corporacion Pipasa, S.A.
("Pipasa"). This transaction was planned such that Pipasa would become a wholly-
owned subsidiary of the Company and the former shareholders of Pipasa would
thereby own approximately 82.4% of the Company. This transaction was approved by
the shareholders of the Company on August 5, 1996 and final documentation was
delivered on September 30, 1996. As a part of the transaction and at the same
time as the initial shares of Pipasa were exchanged for the shares of the
Company, the Company disposed of all then present subsidiaries, assets and
operations of the Company by transferring these subsidiaries, assets and
operations to Intercoast Financial, Inc., a company controlled by Mr. James K.
Isenhour, the Company's then current President, in exchange for 50,000 common
shares of the Company, plus an indemnification from Mr. Isenhour and Intercoast
Financial, Inc. to indemnify and hold the Company harmless against any and all
actions or liabilities resulting from the Company's past ownership of these
subsidiaries, assets and operations.
In August, 1996, the Company changed its name to Costa Rica International,
Inc.
Within the past five years, the Company has not been subject to any
bankruptcy, receivership or similar proceeding.
(b) OPERATIONS.
GENERAL
At the end of the September 30, 1996 fiscal year, the Company had one
business segment: poultry production. The remaining previous operations of the
Company were sold in September, 1996. The Company had sold its Construction and
Trucking segments in 1994.
In addition, in June, 1994, the Company entered into a Recision Agreement
to rescind, AB INITIO, its 1993 acquisition of Cascade Carpet Mills, Inc., a
Georgia corporation. As a part of the Recision Agreement, the prior sole
stockholder of Cascade Carpet Mills, Inc., returned all common shares of the
Company from the acquisition.
The Company acquired Pipasa as of September 30, 1996. It is the intention
of the Company in the foreseeable future to focus on the Pipasa core business.
The Company has divested itself of its educational and real estate activities.
In its new configuration, the Company
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will continue to look at new acquisitions, but, for the foreseeable future,
only in business segments which compliment the core poultry business segment.
The original operations of Corporacion Pipasa, S.A. began in 1969. However,
the operations were in several Costa Rican corporations: Akron, S.A., Industrias
Derivados de Pollo, S.A.(Idepo, S.A.), Retisa, S.A., Servicios Multiples Pipasa
(Semupi, S.A.), Avicola Chacara, S.A., Concentrados Belen, S.A., Empolladora
Belen, S.A., Granja Avicola Monica, S.A., Planta Processadora de Aves, S.A.,
Grupo Pipasa, S.A., Productores de Huevo Fertil, S.A.(Prohofe, S.A.), and El
Polluelo, S.A. Effective January, 1991, all of these entities were merged into
Akron, S.A., a Costa Rican corporation, which changed its name to Corporacion
Pipasa, S.A. Pipasa has not been subject to any bankruptcy, receivership or
similar proceeding.
Narrative Description of the Business
Pipasa is engaged in the production and marketing of poultry products.
These poultry products are developed in thirty-three farms and two processing
plants, which include six farms that have Breeders, Hatchery, Feed Mill, and
corporate offices and are located throughout Costa Rica. Also, approximately
thirty percent of the poultry production is raised in integrated farms that
operate under Pipasa's technological assistance and equipment. Pipasa's main
market is within Costa Rica and the countries of El Salvador, Honduras,
Nicaragua, and Colombia.
It is the plan of Pipasa's management that the combined Company will
continue to focus in the poultry business but may also seek other operations
which are consistent or compatible with this core business. Pipasa's management
plans to expand the poultry operations by building additional hatcheries and
processing plants through the use of additional capital which the combined
Company would plan to seek through a public or private offering, through debt
financing, or through internally generated profits, although at this point, no
definitive plans have been made regarding such financing.
In addition, the combined Company would seek, investigate and, if such
investigation warrants, acquire controlling interest in business opportunities
presented to it by persons or firms who are the poultry business or otherwise
complimentary business segments and wish to seek the advantages of being
acquired by the combined Company. The combined Company would not restrict any
acquisitions to the poultry business and would not restrict the geographical
location of such business.
The combined Company may seek an acquisition candidate in the form of firms
which are developing companies in need of expansion into markets, are
organizations seeking to develop new product lines or services or are
established, mature businesses.
In seeking business opportunities, the management decision of the combined
Company will be based upon the objective of seeking long-term appreciation in
the value of the combined
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Company. Current income will be a significant factor in such decisions,
although long-term appreciation of the operations will be the prime
consideration.
The first priority of the combined Company during the coming fiscal year
will be to expand its existing markets and to penetrate viable, additional
markets it may develop with its poultry products. However, such additional
markets have not been finally determined at this time.
Markets
The combined Company's marketing plan is focused on existing national and
international markets for its poultry products. This plan will be the primary
focus for the Company during the coming fiscal year.
During the past fiscal year, Pipasa's primary marketing has been through
management's personal and corporate contacts. Commission sales representatives
of Pipasa are also utilized in order to perform various marketing functions as
may be required by Pipasa.
Raw Materials
Pipasa uses corn feed for its poultry operations. Therefore, raw materials
are an important factor in Pipasa's operations. The cost of feed is a
significant factor in determining the profitability of the poultry operations.
At the present time, Pipasa believes that there is sufficient corn feed
available at favorable prices to support its present operations.
Customers and Competition
The principal customers of Pipasa are the consumers of Pipasa's poultry
products in the markets in which Pipasa sells its products. There are a number
of companies which sell similar competing poultry products as those of Pipasa.
At the present time, however, Pipasa has only one major competitor in its
current market, As de Oros. Pipasa controls approximately 52% of the Costa Rican
market, As de Oros controls approximately 23%, and the remainder of the market
is divided up among very small operations, none of whom have a significant share
of the market on an individual basis.
To the extent that Pipasa is unable to interest consumers to accept its
poultry products, Pipasa could have difficulty in either achieving its goals and
objectives, or of remaining profitable. Pipasa believes that it has a viable
segment of its market and does not foresee any negative material change in any
of its current operations based upon competition. Nevertheless, Pipasa expects
competition continue to be intense. The market for all of Pipasa's poultry
products probably has limited barriers to entry for other competing operations,
so that the competitive picture could change at any time. Consequently, the
number of competitors could be substantial, although such is not the case at
this point.
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Backlog
At September 30, 1996, Pipasa had no backlogs.
Employees
As of September 30, 1996, Pipasa had approximately 1,702 full-time
employees, of whom 49 were in management and 212 were in administration.
Pipasa's employees are represented by an employee association, which is not a
union. There has been no history of any labor problems or disputes. Pipasa has
sufficient human resources at present to fulfill its current business plan but
expects to hire additional employees in the future for expansion of its
operations in the ordinary course of business..
Proprietary Information
Pipasa uses no material proprietary information in connection with its
operations. However, Pipasa owns trademarks, copyrights and service marks to its
products.
Government Regulation
The poultry hatcheries and processing plants are subject to regulation
under Costa Rican law regarding cleanliness and health standards. Further,
exports of Pipasa poultry products are regulated in the countries in which
Pipasa makes sales. Such regulation is not considered to be burdensome on Pipasa
or to have a material effect on Pipasa's ability to make a profit. Otherwise,
Pipasa is not subject to any material governmental regulation or approvals.
Research and Development
Pipasa has spent no material amounts as of the twelve months ended
September 30, 1996 and 1995 in research and development.
Environmental Compliance
Pipasa is not subject to any material costs for compliance with any
environmental laws in any jurisdiction in which it operates. However, in the
future, Pipasa could become subject to material costs to comply with
environmental laws in jurisdictions in which it does not now do business. At the
present time, Pipasa cannot assess the potential impact of any such potential
environmental regulation. It is the Company's policy to utilize the highest
environmentally compatible standards in its business practices.
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Item 2. DESCRIPTION OF PROPERTY.
As of August, 1996, the Company's principal business office became located
at Suite 301, 2525 S.W. 3rd Ave., Miami, Florida 33129. The Company currently
pays approximately $745 per month to an unaffiliated entity on the lease, which
was entered into, effective August 1, 1995, for a period of six months and
automatically renewable for a like period. The Company utilizes this office
space for its operations in the United States. In Costa Rica, the Company's
principal business office is located at La Ribera de Belen, in Heredia, Costa
Rica. The Company's subsidiary, Pipasa, owns this property and utilizes it for
corporate management, accounting and administrative needs.
The Company's subsidiary, Pipasa, also owns thirty-three farms and two
processing plants, which include six farms that have Breeders, Hatchery, Feed
Mill, and corporate offices and are located throughout Cost Rica. Also Pipasa
utilizes integrated farms that operate under Pipasa's technological assistance
and equipment.
Pipasa also owns approximately 200 vehicles and assorted equipment which it
utilizes in its operations.
Pipasa also owns trademarks, copyrights, and service marks to its
products.
Item 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On August 5, 1996, the Company held a special shareholders' meeting. The
following items were considered by the shareholders and approved with the
necessary votes to pass each proposal:
1. The election of seven (7) directors to the Board of Directors of the
Company, to serve until their resignation or removal from office, or until their
respective successors are elected and qualified;
2. The ratification and approval of the action of the Company's Board of
Directors to effect the acquisition of Corporacion Pipasa, S.A. and the
simultaneous disposition of all then present subsidiaries of the Company;
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3. Approval to amend the Company's Articles of Incorporation to increase
the number of authorized common shares from 20,000,000 shares at $.001 par value
to 60,000,000 shares at $.001 par value;
4. Approval of the change of the Company's name to Costa Rica
International, Inc.; and
5. The ratification of T. Allan Walls, CPA as the Company's auditors for
the fiscal year ended June 30, 1996.
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) PRINCIPAL MARKET OR MARKETS
The Company's Common Stock has been listed on NASDAQ since May 25, 1990.
Market makers and other dealers provide bid and ask quotations of the Company's
Common Stock under the symbol "RICA."
The table below represents the range of high and low bid quotations of the
common shares of the Company as reported by NASDAQ during the reporting period
herein. The following bid price market quotations represent prices between
dealers and do not include retail markup, markdown, or commissions; hence, they
may not represent actual transactions.
Fiscal Year 1996 High Low
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First Quarter
Common Shares $0.469 $0.125
Second Quarter
Common Shares $0.781 $0.219
Third Quarter
Common Shares $2.188 $0.375
Fourth Quarter
Common Shares $4.40 $1.04
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Fiscal Year ended 1995 High Low
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First Quarter
Common Shares $0.4375 $0.25
Second Quarter
Common Shares $0.3125 $0.25
Third Quarter
Common Shares $0.6875 $0.1875
Fourth Quarter
Common Shares $0.6875 $0.344
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK
As of September 30, 1996, a total of 19,559,396 shares of the Company's
Common Stock were outstanding and the number of holders of record of the
Company's common stock at that date was approximately 500. However, the Company
estimates that it has a significantly greater number of shareholders because a
substantial number of the Company's shares are held in nominee names by the
Company's market makers.
(c) DIVIDENDS
Holders of common stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors. The Company does not anticipate
paying dividends in the foreseeable future.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations
On April 30, 1966, the Company entered into an Agreement and Plan of
Reorganization with Corporation Pipasa, S.A.("Pipasa") for the acquisition of
Pipasa and the divestiture of all the then current subsidiaries and activities
of the Company. This plan of reorganization was approved by the Company's
Shareholders on August 5, 1996 and all documentation was finalized on September
30, 1996.
Management of the Company has elected to change its fiscal year end from
June 30 to September 30 to coincide with the fiscal year end of the Pipasa
subsidiary.
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Prior to the reorganization, the Company had three subsidiary corporations
which included Cambridge Academy, Sentient, Inc. and Current Concept Seminars,
Inc., along with a division which engaged in real estate development. As a
condition of the Agreement and the underlying acquisition, the Acquiror has
divested itself of all operations, including the former subsidiary corporations
and the real estate division. As a result, the Pipasa subsidiary is the only
operating subsidiary of the Company.
The acquisition was accounted for under the purchase method, as opposed to
the pooling of interest method, of accounting. As a result, only the revenues of
Pipasa from the time of acquisition have been included in the Company financial
statements for the fiscal year ended September 30, 1996. Beginning with fiscal
year 1997, Pipasa will be a part of the Company for the entire year, and the
financial statements will reflect that fact.
For purposes of comparison and evaluation, the Statement of Operations of
the Pipasa subsidiary provides a clearer picture of the operations of the
Company, as reorganized. Revenues of Pipasa increased from $57,396,036 in fiscal
1995 to $61,675,154 in fiscal year 1996, an increase of approximately 7% over
the previous year. Pipasa experienced increased revenues in the latest fiscal
year over the comparable previous year as a result of the successful sale of
more products. It should be particularly noted that sales resulting from exports
also increased in the in last fiscal quarter over the comparable quarter for
previous year.
Pipasa's selling, general and administrative expenses decreased slightly as
a percentage of revenue when compared to the previous year's fiscal quarter as a
result of more efficient management of resources. Operating expenses decreased
to $10,902,913 for the fiscal year 1996, as compared to $11,325,782 for the
comparable fiscal year 1995. Pipasa generated net income of $3,004,106 for
fiscal year 1996, when compared to a net income of $3,610,350 for the comparable
fiscal year 1995. The slightly lower net income came as a result of rising grain
prices during the early part of the fiscal year, which began to decline, and
continue to decline. As a result, Pipasa expects its profitability to benefit
from lower grain prices, as well as increased sales, in the coming fiscal year.
Management expects continued growth of revenues from its core business
activities. Management is continuing to expand its market operations and to cut
costs to maximize future profit potential.
Liquidity and Capital Resources
At September 30, 1996, cash and cash equivalents of Pipasa were $5,259,457
as compared to $2,042,399 at September 30, 1995.
At September 30, 1996, the working capital ratio was 1.28:1 as compared to
0.91:1 at September 30, 1995.
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Historically, Pipasa has generally relied upon internally generated funds
to satisfy working capital requirements and to fund capital expenditures.
Management believes that it can continue to fund its obligations and implement
the development of its business segment with available cash and internally
generated cash flow. The Company does not foresee a major requirement for
capital in the next fiscal year. The Company does not intend to pay dividends on
its common shares in the foreseeable future.
Item 7. FINANCIAL STATEMENTS.
The following financial information is filed as part of this report:
(1) FINANCIAL STATEMENTS
(2) SCHEDULES
The financial statements schedules listed in the
accompanying index to financial statements are filed as a
part of this annual report.
(3) EXHIBITS.
The exhibits listed on the accompanying index to financial
statements are filed as part of this annual report.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There were no disagreements between the Company and its accountants during
the relevant period.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The Directors and Executive Officers of the Company, their ages and present
positions held in the Company, as of September 30, 1996, are as follows:
NAME AGE POSITION HELD
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Calixto Chaves Zamora 51 Chief Executive
Officer, Chairman, President, and Director
Jorge M. Quesada Chaves 47 Chief Financial Officer, Treasurer, and
Director
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Oscar Barahona Streber 82 Director
Federico Vargas Peralta 63 Director
Luis J. Lauredo. 47 Director
Alfred E. Smith, IV 44 Director
James K. Isenhour 48 Director and Assistant Secretary
Monica Chaves Zamora 25 Secretary
The Company's Directors will serve in such capacity until the next annual
meeting of the Company's shareholders and until their successors have been
elected and qualified. The officers serve at the discretion of the Company's
Directors. Calixto Chaves Zamora and Monica Chaves Zamora are father and
daughter. Jorge M. Quesada Chaves is the brother-in-law of Calixto Chaves
Zamora. Otherwise, there are no family relationships among the Company's
officers and directors, nor are there any arrangements or understanding between
any of the directors or officers of the Company or any other person pursuant to
which any officer or director was or is to be selected as an officer or
director.
CALIXTO CHAVES ZAMORA. Mr. Chaves has been President, Chief Executive Officer,
and a member of the Board of Directors of the Company since August, 1996. He was
the founder and President of Corporacion Pipasa, S.A. from its inception in 1969
to the present. He is also the founder and President of Aero Costa Rica, S.A., a
private Costa Rican airline. He is currently on the Boards of Directors of
Central American Oils and Derivatives, S.A., the Administrative Consultancy of
CODESA(Costa Rican Development Corporation), and American Oleaginous Industry.
From 1994 to 1996, he was a Board member of Cerveceria Americana, a private
brewery. In 1994, he served as an advisor to the Ministry of Economic Business
Affairs. From 1983 to 1985, he was a member of the Board of Directors of the
Sugar Cane Agricultural League. From 1982 to 1986, he served in the Costa Rican
Ministry of Industry, Energy and Mines and became the Minister of Natural
Resources in 1986. From 1982 to 1986, he was a member of the Board of Directors
of MINASA, a Costa Rican mining company. Mr. Chaves was the founder of the
Chamber of Industries in the Costa Rican province of Heredia. From 1973 to 1974,
he was President of the Board of Directors of Banco Nacional de Belen. He will
devote a minimum of 40 hours per week to the affairs of the Company.
JORGE M. QUESADA CHAVES. Mr. Quesada has been the Chief Financial Officer,
Treasurer, and a member of the Board of Directors of the Company since August,
1996. He has held numerous positions with Corporacion Pipasa, S.A. since 1985
and has been Executive Vice President since 1990. He has been a member of the
Boards of Directors of Banco Fomento Agricola since 1991 and of Aero Costa Rica,
S.A. since 1996. From 1987 to 1991, he was on
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the Board of Directors of Finianciera Belen, S.A. Mr. Quesada has conducted
numerous seminars regarding marketing issues. He obtained his Licenciate in
Business Administration, with emphasis on Public Accounting, from the
University of Costa Rica in 1984. He will devote a minimum of 48 hours per
week to the affairs of the Company.
OSCAR BARAHONA STREBER. Mr. Barahona has been a member of the Board of
Directors of the Company since August, 1996. He has had a career as an
attorney, businessman, and public official. Mr. Barahona has been the Minister
of Finance of Costa Rica. He was the Chief Executive Officer of the Guatemalan
Social Security Administration. He authored the social security and workman's
compensation systems for the countries of Costa Rica and Guatemala. As a
businessman, he founded an insurance company, Seguros Cruz Azul de Guatelmala,
organized the Guatemalan Insurance Association, and served as its President. He
was also the President of the Hemispheric Insurance Conference, the Guatemalan
Council for the Development of the Free Enterprise System, and the Comite
Coordinador de Asociacones Comerciales, Industriales, Agricolas y Financieras.
He has also been involved in real estate development. Since 1971, he has been
involved in private investments and has been on the advisory boards of several
public and private institutions. He recently completed his memoirs, Memorias y
Opiniones. Mr. Barahona received his law degree from the University of Costa
Rica in 1944. He will devote such time as may be necessary to fulfill his
obligations as an outside director of the Company.
FEDERICO VARGAS PERALTA. Mr. Vargas has been a member of the Board of
Directors of the Company since August, 1996. He has served as a Professor of
Economics and Social Sciences at the University of Costa Rica from 1963 to the
present. Dr. Vargas has been involved in extensive political activities since
1974. From 1990 to 1994, he served as a Deputy in the Costa Rican Assembly. From
1993 to 1994, he was Chairman of the Legislative Section of the National
Liberation Party of Costa Rica. Prior to 1990, Dr. Vargas held a number of
political offices, including Ambassador of Costa Rica to the United States,
Ambassador of Costa Rica to the Organization of American States, Counsellor to
the President of Costa Rica in Finance and External Debt, with the rank of
Minister, and Economics Advisor to the President of Costa Rica. His teaching
activities included serving as the Chairman of Economists, Instituto de
Investigaciones Economices, University of Costa Rica and Director of the
Economics Department, School of Economics and Social Sciences, University of
Costa Rica. Dr. Vargas serves on the Boards and advisory bodies of numerous
charitable and educational organizations and is the author of a number of
publications in economic and educational matters. He obtained his Bachelors in
Business Administration from Nichols College in Massachusetts in 1954 and his
PhD from the University of Costa Rica in 1967. He has also attended the Wharton
School of Finance and Commerce at the University of Pennsylvania. He will devote
such time as may be necessary to fulfill his obligations as an outside director
of the Company.
LUIS J. LAUREDO. Mr. Lauredo has been a member of the Board of Directors of the
Company since August, 1996. From 1995 to the present, he has been the Director
of the International Consulting Group for the law firm of Greenberg Traurig, of
Miami, Washington, and New
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York. From 1994 to 1995, he was Executive Director of the Summit of the
Americas, a non-profit organization. From 1992 to 1994, he was a
Commissioner on the Florida Public Service Commission, as well as Chairman of
the International Relations Committee of the National Association of
Regulatory Utility Commissioners. From 1989 to the present, he has also been
the owner of Occidental Aviation, of Miami. In his career, Mr Lauredo has
held a number of positions in the banking industry. He has served on
numerous advisory committees, including the Export-Import Bank of the U.S.
He has represented the President of the United States as special U.S.
Ambassador to the inaugurations of the Presidents of Columbia, Venezuela,
Brazil, and Costa Rica. He also served as a founding Director of the Hispanic
Council on Foreign Affairs (Washington, D.C.). Mr. Lauredo received his B.A.
from Columbia University in New York City and has attended the University of
Madrid in Spain and Georgetown University Law Center in Washington, D.C. He
will devote such time as may be necessary to fulfill his obligations as an
outside director of the Company.
ALFRED E. SMITH, IV. Mr. Smith has been a director of the Company since June 1,
1994. He was a partner of the New York Stock Exchange member firm of Adler,
Coleman & Co., Inc. from 1979 to 1994. Since 1994, he has been with CMJ
Partners, a New York Stock Exchange member firm. In September, 1994, Adler,
Coleman & Co. sold the Adler, Coleman Clearing division to an unaffiliated third
party. In February, 1995, the entity which acquired the Adler, Coleman Clearing
division filed for bankruptcy protection under Chapter 11.
Mr. Smith is a member of the Government Relations Committee of the New York
Stock Exchange, Director and Secretary of the Alfred Emanuel Smith Memorial
Foundation, Chairman of the Cardinal's Committee for the Laity-Wall Street
Division, Director of the Center for Hope, a Trustee of St. Vincent's Hospital,
and a Trustee of Iona Prep School. He is a member of the New York City Advisory
Board of the Enterprise Foundation and the American Association of the Sovereign
Military Order of Malta. He has received numerous awards for his charity and
humanitarian work. Mr. Smith was educated at Villanova University.
JAMES K. ISENHOUR. Mr. Isenhour became a Director, Chairman and Chief Executive
Officer of the Company in August of 1991 and served until August, 1996, when he
became an outside Director. He was also President from 1991 to 1993. From 1985
to 1994, he was involved with Ram Financial Consultants, Inc., a private
corporation which had extensive experience in securities-related businesses.
Mr. Isenhour is one of the founders of Cambridge Academy, previously a
wholly-owned subsidiary of the Company. Mr. Isenhour served on the school's
Board of Directors since 1979. He was appointed as President of Cambridge
Academy in 1981 and served in this capacity until Tanzee Nahas, his wife and
business partner and a former Director of the Company, was appointed to fill the
position in 1993.
Mr. Isenhour is certified as a master electrician. He started an electrical
contracting business at the age of 23. He went on to become a general contractor
and developer of multi-
14
<PAGE>
family housing. He has been the Chief Executive Officer of Sea Coast
Electric, Inc., a private family corporation, since 1981. He will devote such
time as may be necessary to fulfill his obligations as an outside director of
the Company.
MONICA CHAVES ZAMORA. Ms. Chaves has been the Secretary of the Company since
August, 1996. She has been involved with Pipasa and Aero Costa Rica in various
capacities involving public relations since 1994. She attended St. Michael's
College, Vermont from 1989 to 1994. She graduated from New Hampton University
with a degree in Business Administration. She will devote such time as may be
necessary to fulfill her obligations as the Secretary of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires the Company's officers and directors and persons owning more than ten
percent of the Company's Common Stock, to file initial reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Additionally, Item 405 of Regulation S-K under the 34 Act requires the Company
to identify in its Form 10K and proxy statement those individuals for whom one
of the above referenced reports was not filed on a timely basis during the most
recent fiscal year or prior fiscal years. Given these requirements, the Company
has the following report to make under this section: All of the Company's
officers or directors, and all persons owning more than ten percent of its
shares have filed the subject reports on a timely basis during the past fiscal
year.
Item 10. EXECUTIVE COMPENSATION.
The following table sets forth the Summary Compensation Table for the Chief
Executive Officer and four most highly compensated executive officers other than
the Chief Executive Officer who were serving as executive officers at the end of
the last completed fiscal year for the Pipasa subsidiary. All compensation was
paid to these individuals from Pipasa. No other compensation not covered in the
following table was paid or distributed by the Company to such persons during
the period covered. Employee Directors receive no additional compensation for
service on the Board of Directors of the Company but receive $325 per month for
service on the Board of Directors of Pipasa. Outside Directors received no
compensation from the Company as such during this period except as indicated
below. However, outside Directors of Pipasa receive $625 per month for service
on the Board of Directors of Pipasa. In May, 1994, Mr. Smith, an outside
Director, received warrants to purchase 50,000 common shares of the Company at
$.50 per share, for a period of five years. On August 1, 1995, the original
warrants were cancelled and Mr. Smith received warrants to purchase a total of
100,000 common shares of the Company at $.10 per share for a period of five
years. The Company also approved the sale of a total of 100,000 Warrants to Mr.
Douglas Brown, a former outside Director. Both Warrant packages were for five
years, at an exercise price of $0.10 per share. As of the date hereof, all of
these warrants have been exercised by these individuals.
15
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
Annual Compensation Long Term Compensation
- - - - --------------------------------------------- -----------------------------------------
Awards Payouts
---------- -----------------------------
Other Restricted All
Annual Stock LTIP Other
Salary Bonus(2) Compen- Award(s) Options/Payouts
Compensation sation(3)
Name Year ($) ($) ($) SARS(#) ($)
- - - - ---- ---- ------------ -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Calixto 1996 $ 97,859(1) $3,900 $1,344,111
Chaves 1995 $ 94,976 $3,900 $ 247,822
Zamora 1994 $ 78,466 $3,900 $ 256,423
Chairman
Jorge Quesada 1996 $ 66,631 $3,900 $ 64,625
Chaves 1995 $ 64,667 $3,900 $ 20,119
Treasurer 1994 $ 59,030 $3,900 $ 9,891
Jose Zamora 1996 $ 50,354 $3,900 $ 27,705
1995 $ 48,300 $3,900 $ 15,428
1994 $ 44,705 $3,900 $ 9,785
Jose Julio 1996 $ 45,913 $3,900
Carvajal 1995 $ 43,325 $3,900
1994 $ 39,172 $3,900
Luis Varela 1996 $ 36,882
1995 $ 35,325
1994 $ 29,165
</TABLE>
(1) All compensation was paid in Costa Rican colones, rather than U.S. dollars.
For the purposes of this presentation, all compensation has been converted
to U.S. dollars at the then current exchange rate for Costa Rican colones.
(2) Represents Directors fees payable for acting as a Director of Pipasa.
(3) Represents dividends paid on common and preferred stock of Pipasa throughout
the year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a Compensation Committee consisting of Calixto Chaves
Zamora, Chairman and Jorge Quesada Chaves. This Committee makes the
determinations for stock issuance pursuant to the Company's stock
compensation plans.
16
<PAGE>
Otherwise, the Company has no retirement, pension or profit sharing plans
covering its officers and directors, but does contemplate implementing such
plans in the future through Pipasa.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following sets forth the number of shares of the Company's $.001
par value common stock beneficially owned by (i) each person who, as of
September 30, 1996, was known by the Company to own beneficially more than five
percent (5%) of its common stock, (ii) the individual Directors of the Company,
and (iii) the Officers and Directors of the Company as a group. As of September
30, 1996, there were 19,559,396 common shares issued and outstanding.
- - - - -------------------------------------------------------------------------------
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership(1)(2) Class
- - - - -------------------------------------------------------------------------------
Calixto Chaves Zamora 5,979,945(3) 30.6%
Suite 301, 2525 S.W. 3rd Ave
Miami, Florida 33129
Oscar Barahona Streber -0- -0-
APDO. 22-4005
Belen, Heredia
Costa Rica
Federico Vargas Peralta -0- -0-
APDO. 22-4005
Belen, Heredia
Costa Rica
Jorge M. Quesada Chaves 156,885(4) 0.8%
APDO. 22-4005
Belen, Heredia
Costa Rica
Luis J. Lauredo. -0- -0-
APDO. 22-4005
Belen, Heredia
Costa Rica
James K. Isenhour 625,000(5) 3.2%
1111 S.W. 17th Street
Ocala, Florida 34474
17
<PAGE>
Alfred E. Smith, IV(6) -0- -0-
20 Broad Street, 16th Floor
New York, New York 10005
Teresa Chaves Zamora(7) 156,885 0.8%
APDO. 22-4005
Belen, Heredia
Costa Rica
Jose Zamora Viquez(8) 156,885 0.8%
APDO. 22-4005
Belen, Heredia
Costa Rica
Monica Chaves Zamora(9) 400,000 2.0%
Suite 301, 2525 S.W. 3rd Ave
Miami, Florida 33129
All Officers and Directors 7,475,600 38.2%
as a Group (ten persons)
(1) All ownership is beneficial and of record except as specifically
indicated otherwise.
(2) Beneficial owners listed above have sole voting and investment
power with respect to the shares shown unless otherwise
indicated.
(3) Includes 2,044,145 shares owned of record by Mr. Chaves,
2,500,000 shares owned of record by Inversiones Leytor, a company
owned by Mr. Chaves, a total of 539,800 shares owned of record by
Mr. Chaves' wife, and 896,000 shares owned of record by OCC,
S.A., which is owned by Mr. Chaves and his wife. The son of Mr.
and Mrs. Chaves owns 837,971 shares, and the daughter of Mr. and
Mrs. Chaves owns 400,000 shares, each for which Mr. Chaves and
his wife disclaim any beneficial ownership.
(4) The wife and son of Mr. Quesada control Jorque, S.A., which owns
156,885 shares and for which Mr. Quesada may be deemed to have
beneficial ownership.
(5) Mr. Isenhour owns no shares of record but controls Seacoast
Electric, which is a shareholder of the Company. His daughter,
Taylar
18
<PAGE>
Isenhour, owns 66,667 shares, for which he disclaims any beneficial
ownership.
(6) In May, 1994, Alfred E. Smith, IV received warrants to
purchase 50,000 common shares of the Company at $.50 per
share for a period of five years. In August, 1995, the
original warrants were cancelled and Mr. Smith received
warrants to purchase a total of 100,000 common shares of the
Company at $.10 per share for a period of five years.
Subsequent to September 30, 1996, all of these warrants have
been exercised.
(7) Inversiones Wytaicha, S.A. owns 156,885 common shares of record.
This is a company owned equally by Ms. Chaves, an officer of
Corporacion Pipasa, S.A. and her husband. She is a sister of Mr.
Chaves, who disclaims any beneficial ownership to these shares.
(8) Inversiones Zamora & Aguilar, a company owned by Mr. Zamora and
his wife. He is an officer of Corporacion Pipasa, S.A., and a
brother-in-law of Mr. Chaves and owns 156,885 common shares of
record. Mr. Chaves disclaims any beneficial ownership to these
shares.
(9) Owned of record by Ms. Chaves, who is the daughter of Mr. Chaves.
Mr. Chaves disclaims any beneficial ownership to these shares.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
GENERAL On January 21, 1994, the Company entered into an investment
banking agreement with M.H. Meyerson & Co. In connection with this agreement,
the Company has issued warrants to M.H. Meyerson & Co. to purchase 300,000
shares of common stock with an exercise price of $1.85 per share and with
demand and piggyback registration rights. Demand registration rights are
available starting in months 19 through 48 from the date of the agreement.
In April, 1996, the Company entered into an acquisition agreement to
acquire 100% of the issued and outstanding shares of Corporacion Pipasa, S.A.
("Pipasa"). This transaction was planned such that Pipasa would become a wholly-
owned subsidiary of the Company and the former shareholders of Pipasa would
thereby own approximately 82.4% of the Company. This transaction was approved by
the shareholders of the Company on August 5, 1996 and final documentation was
delivered on September 30, 1996. As a part of the transaction and at the same
time as the initial shares of Pipasa were exchanged for the shares of the
Company, the Company disposed of all then present subsidiaries, assets and
operations of the Company by transferring these subsidiaries, assets and
operations to Intercoast Financial, Inc., a company controlled by Mr.
19
<PAGE>
James K. Isenhour, the Company's then current President, in exchange for
50,000 common shares of the Company, plus an indemnification from Mr.
Isenhour and Intercoast Financial, Inc. to indemnify and hold the Company
harmless against any and all actions or liabilities resulting from the
Company's past ownership of these subsidiaries, assets and operations.
OPERATIONS INVOLVING CURRENT MANAGEMENT
The Company, through Pipasa, periodically executes transactions with the
shareholders and other individuals and entities who are affiliated. These
transactions include loans, sale of poultry products and purchase of other
supplies. At September 30, 1996, the following amounts were due to the Company:
1996
--------
Accounts Receivable $ 9,073
Notes Receivable $ 78,809
OPERATIONS INVOLVING PAST MANAGEMENT
THE FOLLOWING ACTIVITIES RELATE TO PERIODS AS OF AND PRIOR TO AUGUST 5,
1996, DATE OF SHAREHOLDER APPROVAL, UNDER DIRECTION OF PAST MANAGEMENT OF
THE COMPANY.
Ram Financial Consultants, Inc. ("RFC") is a company controlled by an
officer of the Company all of the year ended June 30, 1994, but was transferred
out of the officer's control during the year ended June 30, 1995. During the
year ended June 30, 1995, the Company made payments to RFC in the amount of
$25,474. Interest has been accrued at 10% APR in the amount of $1,925. The
total balance of $27,399 was treated as an unsecured loan to RFC and was to be
paid back over the next twelve months to the Company. During the year ended
June 30, 1996, credit was given for services provided and the amount was deemed
paid in full as of the fiscal year end.
The responsibility for completion of advertising on behalf of the Company
was transferred to Intercoast Financial, Inc. due to the death of the individual
previously contracted to complete the contract. The Company had recorded
prepaid advertising of $174,348 and $290,046 as of June 30, 1996 and 1995,
respectively. Intercoast Financial, Inc. is a company controlled by a former
officer but current director of the Company, Mr. James K. Isenhour. During the
year ended June 30, 1996, the Company was extensively revising its courses and
curriculum to meet further accredition requirements. Due to this revision
process, limited action was taken for advertising. Therefore, $111,317 was
repaid to the Company for use with operations during the year ended June 30,
1996.
American Aerospace & Technologies (AAT) is a company established to
operate as an FAA Repair Station that is controlled by a former officer and
current director of the Company, Mr. James K. Isenhour. During the fiscal year
ended June 30, 1994, AAT operated as MTW Aerospace and was not a related party.
AAT leased space from the Company on a sub-lease arrangement. The current lease
is from March 1, 1995 to February 28, 1997 with annual rent payable at $19,800
per year. AAT owed the Company for accrued rent and allocated charges for
utilities the amounts of $42,749 and $22,311 as of June 30, 1996 and 1995,
respectively. Accrued interest on the amounts due is $4,794 and $1,255 as of
June 30, 1996 and 1995, respectively.
20
<PAGE>
Effective March 25, 1996, the Company entered into a General Release and
Compromise Settlement Agreement with shareholders who purchased the construction
and trucking subsidiaries. The Agreement specified the settlement of the
$1,720,000 note receivable from the shareholders relating to the purchase. The
settlement resulted in the shareholders transferring cash and common stock of
the Company with a combined valuation of $1,400,000 to the Company and
accordingly, a loss was recorded in the amount of $320,000. The terms of the
settlement are as follows:
1) The shareholders agree to pay to the Company or its designees the sum
of $800,000. The payment was received prior to June 30, 1996.
2) Concurrent with the payment described in item (a), the shareholders
agree to endorse and deliver 460,000 shares of common stock of the Company to a
third person as the Company may require. This stock was transferred to the such
third person on July 18, 1996 as specified by the Company. See below for
disposition of these shares.
3) The parties also agreed to the following division of proceeds, if any,
that may result from a lawsuit currently pending in the 347th Judicial District
Court of Nueses County, Texas. The following is the priority order of payment:
a) The shareholders are to be reimbursed for expenses incurred by
the parties attorneys which currently amounts to approximately
$145,015.
b) The shareholders are to be reimbursed for attorney fees advanced
by the shareholders which currently amounts to approximately $91,111.
c) Up to the next $600,000 in proceeds will be divided equally
between the Company and the shareholders.
d) Up to the next $1.26 million in proceeds will be advanced top the
shareholders as payment on the assignment.
e) Any remaining proceeds shall be divided equally between the
Company and the shareholders.
The Compromise Settlement Agreement for the Settlement of the note due to
the Company from the sale of the Texas subsidiaries required 460,000 common
shares of the Company be delivered to the Company or a third party as specified
by the Company. On July 18, 1996, the 460,000 shares specified in the agreement
were delivered directly to a third party purchasing those shares for an amount
of $600,000. The funds resulting from the sale were deposited for the benefit
of Intercoast Financial, Inc. pursuant to a Joint Venture Agreement and
Promissory Note entered into July 10, 1996 between the Company and Intercoast
Financial, Inc.
On June 30, 1996, the Company loaned $50,000 to Aero Costa Rica and during
the interim period for the three months ended September 30, 1996, the Company
made payments on behalf of
21
<PAGE>
Aero Costa Rica which totalled $324,835. The Company's current Chairman and
President, Mr. Calixto Chaves, has significant ownership interests in Aero
Costa Rica and Corporation Pipasa.
A dispute has developed with regard to the proper entity which owes the
obligations and the amount of those obligations in the transactions involving
the funds from Intercoast Financial, Inc. and the advances to Aero Costa Rica
by the past management of the Company. Current management of the Company
maintains that the rights of the Company for this joint venture and the debt
of Aero Costa Rica were transferred to Intercoast Financial, Inc. pursuant to
the agreement and plan of reorganization dated April 30, 1996 and were a part
of the divesting of past operations pursuant to that agreement, since these
transfers were executed by the past President of the Company, Mr. Isenhour.
It is the position of Mr. Isenhour that he is to be repaid by either Aero Costa
Rica or the Company for the advances.
On July 2, 1995 the Company entered into an agreement with SeaCoast
Electric, Inc. (SCE) for management services, SCE is owned, in part, by children
of then officers and directors of the Company. The agreement called for SCE to
provide management, in the form of Chief Executive Officer and Chief Financial
Officer, for all operations of all Company subsidiaries. In exchange, the
Company agreed to pay SCE the sum of $150,000 for management services for each
fiscal year (July thru June). In addition, Cambridge Academy, a subsidiary of
the Company at the time, shall pay one individual an annual salary of $50,000
for her work as Director of Education. Any unpaid salary shall be eligible for
the calculation of Warrants to be issued. SCE agreed to take their fees as the
Company's and its subsidiaries' funds allow so as not to jeopardize the
operations. In the event that at the end of the fiscal year SCE has not taken
its entire fee, the Company shall issue a warrant for stock, with registration
rights paid for by the Company, at the strike price of $0.10 per share. The
number of shares shall be determined by the remaining unpaid management fee. No
warrants were due or issued for the year ended June 30, 1996. The obligations of
the Company for this agreement were transferred to Intercoast Financial, Inc.
pursuant to the agreement and plan of reorganization dated April 30, 1996.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
REPORTS ON FORM 8-K. The Company filed one report, dated August 8,
1996, on Form 8-K during the last quarter of fiscal year ended September 30,
1996.
EXHIBITS
3-A Articles of Incorporation *
3-B Articles of Merger *
3-C Bylaws *
10-1 Purchase Agreement for Construction and Trucking*
10-2 Acquisition Agreement with Corporacion Pipasa, S.A.*
10-3 Purchase Agreement With Intercoast Financial, Inc.
* Previously Filed
22
<PAGE>
COSTA RICA INTERNATIONAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1996 AND FOR THE
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND
AS OF JUNE 30, 1996 AND 1995 AND FOR THE
YEARS ENDED JUNE 30, 1996 AND 1995
<PAGE>
COSTA RICA INTERNATIONAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
---------
Report of Independent Certified Public Accountants ........ F-1
Consolidated Balance Sheet as of September 30, 1996 ....... F-2 - F-3
Consolidated Statements of Operations for the three
months ended September 30, 1996 and for the years
ended June 30, 1996 and 1995 ............................ F-4
Consolidated Statement of Stockholders' Equity for
the three months ended September 30, 1996 and for
the years ended June 30, 1996 and 1995 .................. F-5
Consolidated Statements of Cash Flows for the three
months ended September 30, 1996 and for the years
ended June 30, 1996 and 1995 ............................ F-6 - F-8
Notes to Consolidated Financial Statements ................ F-9 - F-24
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of Costa Rica International, Inc.
We have audited the consolidated balance sheet of Costa Rica International, Inc.
as of September 30, 1996, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the three months ended September 30,
1996, and for the years ended June 30, 1996 and 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Costa Rica
International, Inc. at September 30, 1996, and the consolidated results of its
operations and its cash flows for the three months ended September 30, 1996, and
for the years ended June 30, 1996 and 1995, in conformity with generally
accepted accounting principles.
T. Alan Walls, CPA, P.C.
Johnson City, Tennessee
December 16, 1996
F-2
<PAGE>
COSTA RICA INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
ASSETS
1996
-----------
Current assets:
Cash and cash equivalents $ 5,259,457
Investments - Available for sale 26,419
Notes Receivable (Note 3) 235,240
Accounts receivable, net (Note 4) 5,860,180
Inventories, net (Notes 5) 7,288,279
Due from related parties (Note 10) 9,073
Prepaid Expenses (Note 6) 158,200
-----------
Total current assets 18,836,848
Long term notes receivable 52,855
Investments - Held to maturity (Note 7) 1,121,412
Property, plant & equipment, net (Note 8) 39,964,665
Forestry rights 748,304
Copyrights, trademarks, net 90,421
Guarantee deposits 115,385
Goodwill (Note 24) 967,786
Due from related parties (Note 10) 78,809
Other assets (Note 9) 375,186
-----------
Total Assets $62,351,671
-----------
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdrafts (Note 12) 70,113
Notes payable (Note 13) 9,849,002
Accounts payable (Note 14) 3,574,455
Allowance for Christmas bonus 467,407
Allowance for severance pay (Note 18) 95,638
Accrued expenses 790,793
-----------
Total current liabilities 14,847,408
Long term notes payable (Note 13) 4,071,939
-----------
Total Liabilities 18,919,347
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
COSTA RICA INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(CONTINUED)
1996
-----------
Stockholders' Equity:
Preferred stock - $1.00 par; 1,000,000 shares
authorized; -0- outstanding -0-
Common stock - $.001 par; 60,000,000 shares
authorized; 19,559,396 shares outstanding 19,560
Additional paid-in capital 33,928,787
Retained earnings (3,181,134)
-----------
30,767,213
Minority interests 12,665,111
-----------
Total Stockholders' Equity 43,432,324
-----------
Total Liabilities and Stockholders' Equity $62,351,671
-----------
-----------
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
COSTA RICA INTERNATIONAL, INC.
STATEMENT OF OPERATIONS
<TABLE>
For Three For Fiscal For Fiscal
Months Ended Year Ended Year Ended
Sept 30, 1996 June 30, 1996 June 30, 1995
------------- ------------- -------------
<S> <C> <C> <C>
Revenues $10,447,571 $ 674,597 $ 448,288
Cost of Sales 7,762,619 42,043 51,905
----------- ----------- ----------
Gross profit 2,684,952 632,554 396,383
Operating Expenses:
Selling 1,045,287 -0- -0-
Export 38,100 -0- -0-
General and administrative 798,819 1,533,741 1,153,108
----------- ----------- ----------
Total operating expenses 1,882,206 1,533,741 1,153,108
----------- ----------- ----------
Operating Profit 802,746 (901,187) (756,725)
Other income (Note 15) 232,753 47,389 98,254
Other expense (Note 16) (461,875) (2,756) (13,063)
----------- ----------- ----------
Net earnings before income taxes 573,624 (856,554) (671,534)
Estimated income tax (Note 17) (184,103) -0- -0-
----------- ----------- ----------
Net Income (Loss) $ 389,521 $ (856,554) $ (671,534)
----------- ----------- ----------
----------- ----------- ----------
Net income (loss) per common share $ .03 $ (.21) $ (.15)
----------- ----------- ----------
----------- ----------- ----------
Weighted Average Shares 14,384,872 4,165,827 4,353,161
----------- ----------- ----------
----------- ----------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
COSTA RICA INTERNATIONAL, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
<TABLE>
Preferred Common Stock
Stock ------------------- Additional Total
Number of Minority Number of Paid-In Treasury Accumulated Shareholders'
Shares Interests Shares Amount Capital Stock (Deficit) Equity
--------- ----------- --------- ------- ----------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance: June 30, 1994
(As Restated) -- -- 4,353,161 4,353 4,547,961 (120,529) (765,603) 3,666,182
Net loss -- -- -- -- -- -- (671,534) (671,534)
---- ----------- ---------- ------- ----------- --------- ----------- -----------
Balance: June 30, 1995 -- -- 4,353,161 $ 4,353 $ 4,547,961 $(120,529) $(1,437,137) $ 2,994,648
Common stock returned and
cancelled from CCS settlement -- -- (118,333) (118) (82,653) -- -- (82,771)
Treasury stock cancelled -- -- (107,134) (107) (120,422) 120,529 -- --
Common stock issued for
professional services -- -- 25,000 25 6,725 -- -- 6,750
Net loss -- -- -- -- -- -- (856,554) (856,554)
---- ----------- ---------- ------- ----------- --------- ----------- -----------
Balance: June 30, 1996 -- -- 4,152,694 4,153 4,351,611 -- (2,293,691) 2,062,073
Acquisition - Corporacion Pipasa -- -- 15,573,571 15,574 29,672,324 -- -- 29,687,898
Common Stock returned
and cancelled -- -- (116,869) (117) 117 -- -- --
Divestment of subsidiaries per
Agreement and Plan of
Reorganization dated April 30,
1996 -- -- (50,000) (50) (95,265) -- (1,276,964) (1,372,279)
Minority interest -- 12,665,111 -- -- -- -- -- 12,665,111
Net income -- -- -- -- -- -- 389,521 389,521
---- ----------- ---------- ------- ----------- --------- ----------- -----------
Balance: September 30, 1996 -- $12,665,111 19,559,396 $19,560 $33,928,787 $ -- $(3,181,134) $43,432,324
---- ----------- ---------- ------- ----------- --------- ----------- -----------
---- ----------- ---------- ------- ----------- --------- ----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
COSTA RICA INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
For Three For Fiscal For Fiscal
Months Ended Year Ended Year Ended
Sept 30, 1996 June 30, 1996 June 30, 1995
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) for the period $ 389,521 $(856,554) $(671,534)
Adjustments to reconcile net loss to cash
provided (used) by operating activities:
Depreciation and amortization 319,191 173,978 193,130
Gain on sale of equipment -0- -0- (8,668)
Loss on note payable settlement -0- 382,455 -0-
(Increase) decrease in:
Accounts receivable (594,818) (34,476) 114,406
Inventories (248,806) -0- -0-
Other assets (115,218) 160,386 102,050
Prepaid expenses (1,728) -0- -0-
Increase (Decrease) in:
Accounts payable 100,600 68,171 (58,567)
Accrued expenses 85,203 29,002 68,644
Estimated income tax -0- -0- -0-
Allowance for Christmas bonus 138,764 -0- -0-
Allowance for severance pay 5,472 -0- -0-
---------- --------- ---------
Net cash provided by operating activities 78,181 (77,038) (260,539)
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
COSTA RICA INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
<TABLE>
For Three For Fiscal For Fiscal
Months Ended Year Ended Year Ended
Sept 30, 1996 June 30, 1996 June 30, 1995
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (474,419) (66,122) (7,170)
Proceeds from sale of property and equipment 4,578 -0- -0-
Purchase of long term investments (1,902,901) -0- -0-
Proceeds from sale of long term investments 1,868,197 -0- -0-
Loans to related parties (840,135) -0- -0-
Collection of loans to related parties 3,687,502 -0- -0-
Advances on notes receivable (194,362) (56,689) -0-
Collection of notes receivable 56,294 808,627 80,000
Forestry rights (21,184) -0- -0-
Copyrights 13,919 -0- -0-
Deposits 505 -0- -0-
Translation adjustment 2,783,163 -0- -0-
Net effect of merger (351,657) -0- -0-
---------- --------- ---------
Net cash provided by investing activities 4,629,500 685,816 72,830
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 4,735,809 -0- -0-
Principle payments on long-term debt (3,943,050) (1,006) (14,578)
Bank overdrafts 5,522 -0- -0-
Translation adjustment (854,277) -0- -0-
---------- --------- ---------
Net cash provided by financing activities (55,996) (1,006) (14,578)
Net increase (decrease) in cash 4,651,685 607,772 (202,287)
Cash balance at beginning of period 607,772 -0- 202,287
---------- --------- ---------
Cash balance at end of period $5,259,457 $607,772 $ -0-
---------- --------- ---------
---------- --------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid (received) for:
Interest $ 288,081 $ 2,755 $ 7,070
Income taxes -0- -0- -0-
Noncash investing and financing activities:
Common stock issued for services $ -0- $ 6,750 $ -0-
</TABLE>
See accompanying notes to consolidated financial statements.
F-8
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CORPORATE ACTIVITY - On April 15, 1994, the Company authorized the change of its
domicile from Utah to Nevada by amendment of its Articles of Incorporation. On
August 5, 1996, pursuant to the Agreement and Plan of Reorganization with
Corporation Pipasa, S.A., the Company authorized the change of its name from
Quantum Learning Systems, Inc. to Costa Rica International, Inc.
Management of the Company has elected to change its fiscal year end from June 30
to September 30 to coincide with the fiscal year end of its newly acquired
subsidiary, Corporation Pipasa, S.A.
AGREEMENT AND PLAN OF REORGANIZATION - On April 30, 1996, the Company entered
into an Agreement and Plan of Reorganization with Corporation Pipasa, S.A. for
the acquisition of Corporation Pipasa, S.A. and the divestiture of all the
current subsidiaries and activities of the Company. This plan of reorganization
was consummated on August 5, 1996, upon shareholder approval.
The agreement specifies that Corporacion Pipasa, S.A. and its stockholders will
exchange all of the issued and outstanding shares of Class A and Class B common
stock of Pipasa for approximately 26,147,508 shares, in the aggregate, of
restricted common stock of the Company, which in any case shall be at least
82.4%, in the aggregate, of the issued and outstanding common shares of the
Company on a fully diluted basis at the time of the delivery of such shares to
the Stockholders, which includes currently outstanding warrants and options to
issue approximately 750,000 shares. If, and to the extent that the acquiror
receives less than 100% of the common stock of the acquiree, the amount of
shares to be issued hereunder to the Stockholders of the acquiree shall be
reduced pro-rata.
Prior to the reorganization, the Company had three subsidiary corporations which
include Cambridge Academy, Sentient, Inc. and Current Concept Seminars, Inc.,
along with a division which engages in real estate development. As a condition
of the Agreement and the underlying acquisition, the acquiror has divested
itself of all operations, including the former subsidiary corporations and the
real estate division, by the delivery date of the common shares.
Pursuant to the terms of the Agreement and Plan of Reorganization to divest the
current operations of the Company, the Company entered into an agreement with
InterCoast Financial Corporation on April 30, 1996 for the acquisition of the
educational subsidiaries and rights of the Company
F-9
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
past activities. Control of the Company changed August 5, 1996 by
shareholder approval. The final documentation was completed at September 30,
1996. The agreement provides for InterCoast Financial Corporation to acquire
the subsidiaries and rights of the Company in exchange for 50,000 shares of
common stock of Company plus indemnification to the Company in respect of any
liability, damage or deficiency, all actions, suits, proceedings, demands,
assessments, judgements, costs and expenses including attorney's fees,
incident to the subsidiaries and rights as part of this agreement.
PREFERRED STOCK - On April 15, 1994 the Company authorized 1,000,000 shares
of preferred stock at $1.00 par value to have such classes and preferences as
the Board may determine from time to time.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of Costa Rica International, Inc. and its current and formerly
owned subsidiaries. All significant intercompany transactions and balances
have been eliminated. The consolidated statements of operations and cash
flows for the interim period ending September 30, 1996 include the operations
of Corporation Pipasa, S.A., a newly acquired subsidiary, from August 5, 1996
through September 30, 1996.
CASH AND CASH EQUIVALENTS - The company considers all liquid investments with
original maturities of three months or less to be cash equivalents.
DEPRECIATION, MAINTENANCE, AND REPAIRS - Depreciation is provided by the
straight-line method. Estimated useful lives for depreciation purposes are
as follows:
Buildings 3 - 20 years
Machinery and equipment 3 - 20 years
Furniture and fixtures 4 - 15 years
Maintenance and repairs and renewals which do not prolong the useful life of
an asset are expensed as incurred. Depreciation expense amounted to $315,142
for the three months ended September 30, 1996 and $102,702 and $85,404 for
the years ended June 30, 1996 and 1995, respectively.
AMORTIZATION - Amortization of intangible assets which include copyrights,
royalties and goodwill is provided by the straight-line method. Estimated
useful lives for amortization purposes are as follows:
Goodwill 40 years
Royalties 5 - 10 years
Copyrights 10 - 20 years
Amortization expense amounted to $15,980 for the three months ended September
30, 1996 and $71,276 and $107,726 for the years ended June 30, 1996 and 1995,
respectively.
F-10
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
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.
EARNINGS PER SHARE - Earnings per share have been computed based upon the
weighted average number of shares outstanding of 14,384,872 during the three
months ended September 30, 1996, and 4,165,827 and 4,353,161 for the years
ended June 30, 1996 and 1995, respectively. Common Stock Equivalents in the
aggregate do not dilute earnings per share by more than 3%. Therefore, no
change in fully diluted shares is presented.
ISSUANCE OF STOCK FOR SERVICES - Common stock issued as compensation for
services rendered as authorized by the past QLS Board of Directors, is
recognized in the accompanying financial statements at the estimated fair
market value as determined by good faith estimates of the Board of Directors
of the Company.
INVENTORY - Inventory is recorded at the lower of cost or market. Cost is
determined using the weighted average method for all inventories.
FAIR VALUES - The Company has a number of financial instruments, none of
which are held for trading purposes. The Company estimates that the fair
value of all financial instruments at September 30, 1996, does not differ
materially from the aggregate carrying values of its financial instruments
recorded in the accompanying balance sheet. The estimated fair value, and,
accordingly, the estimates are not necessarily indicative of the amounts that
the Company could realize in a current market exchange.
INCOME TAXES - During the fourth quarter of fiscal 1992, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes", which requires an assets and liability approach for financial
accounting and reporting for income taxes. Under SFAS No. 109, deferred
income taxes are provided for the temporary differences between the financial
reporting basis and the tax basis of the Company's assets and liabilities.
Deferred income taxes represent the future tax return consequences of the
temporary differences, which will be taxable or deductible when assets and
liabilities are recovered or settled.
F-11
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
The deferred method, used in years prior to fiscal 1992, required the Company
to provide for deferred tax expense based on certain items of income and
expense which were reported in different years in the financial statements
and the tax returns as measured by the rate in effect for the year the
difference occurred.
As permitted by SFAS No. 109, the Company has not elected to restate
previously issued financial statements for the change in accounting for
income taxes. The effect of this change was to decrease the 1992 net loss by
$405,932, consisting of $1,190,370 income from the cumulative effect of the
change on years prior to July 1, 1991 and a $784,438 decrease in the 1992 tax
benefit.
Pro forma effects of retroactive application of SFAS No. 109 to prior years
are not determinable, and thus the effects on net income and earnings per
share are not shown.
REVISION OF FINANCIAL STATEMENTS - Our report issued on September 6, 1994,
for the year ended June 30, 1994 has been revised. The revisions consisted
of the restatement of intangible assets and related amortization consistent
with the settlement reached for the adjusted purchase price of Current
Concepts Seminars ("CCS"). The original agreement caused the issuance of
700,000 shares of QLS common stock, but the settlement adjusts the number to
115,000 shares. The settlement was executed in March, 1995.
Our report issued on August 28, 1996, for the year ended June 30, 1996 has
been revised. Due to a posting error, revenues and selling, general,
administrative expenses changed for the year ended June 30, 1996 from
$583,396 and $1,442,540 to $674,597 and $1,553,741. There is no effect on
net income for the period.
NOTE 2 - DISCONTINUED OPERATIONS
On June 30, 1994 the Company entered into an agreement with two individuals
who are shareholders of the Company for the sale of W.T. Young Construction
Company and Young Trucking, Inc. In past years, these two individuals were
responsible for the operations of these two segments of the Company. The
agreement called for the sale of the common stock of both subsidiaries for
the purchase price of $2,000,000. Upon execution of the agreement $200,000
was paid to the Company and the individuals have executed a five year note in
the amount of $1,800,000 with a stated interest rate of 3.6% per annum. The
F-12
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
note is payable at the rate of $150,000 each year plus interest on July 10,
1995 and 1996, and $200,000 each year plus interest on July 10, 1997 and
1998. The balance of the note plus accrued interest is due and payable on
July 10, 1999. The note is guaranteed by W.T. Young Construction Company, and
collateralized by a pledge of the common stock of W.T. Young Construction
Company and approximately 471,343 shares of Costa Rica International, Inc.
common stock owned by the individuals. Said note shall be subordinated only
where required for bonding. The Company entered into a settlement agreement
as payment for the note. Reference Note 10, Related Party Transactions for
discussion of this settlement agreement.
NOTE 3 - NOTES RECEIVABLE
Notes receivable at September 30, 1996 are detailed as follows:
1996
--------
Commercial $235,240
--------
Notes Receivable $235,240
--------
--------
NOTE 4 - ACCOUNTS AND CONTRACTS RECEIVABLE
Short term accounts receivable at September 30, 1996 are detailed as follows:
1996
----------
Commercial $5,818,935
Officers and employees 40,131
Trade accounts receivable 148,837
----------
6,007,903
Less: Allowance for Bad Debts (147,723)
----------
Accounts Receivable - Net $5,860,180
----------
----------
NOTE 5 - INVENTORIES
Inventories at September 30, 1996 are detailed as follows:
1996
----------
Finished products $2,181,158
F-13
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
Production poultry 3,228,828
Materials and supplies 1,397,694
Raw materials 788,396
In-transit 111,668
Others 833
----------
7,708,577
Allowance of renewal of production poultry (420,298)
----------
Inventories $7,288,279
----------
----------
NOTE 6 - PREPAID EXPENSES
Prepaid expenses at September 30, 1996 are detailed as follows:
1996
--------
Prepaid insurance $ 62,598
Prepaid interest 14,833
Vehicles rights and taxes 6,869
Prepaid rent 62,020
Others 11,880
--------
Prepaid Expenses $158,200
--------
--------
NOTE 7 - INVESTMENTS - HELD TO MATURITY
Long term investments at cost September 30, 1996 are detailed as follows:
1996
----------
Industrial de Oleaginosas Americanas S.A. $ 936,680
Lineas Aereas Costarricense, S.A. 1,263
Club Campestre Espanol 2,173
Hotel Fiesta de Playa Shares 33,557
Officers and employees 11,789
Others 135,950
----------
Long Term Investments $1,121,412
----------
----------
F-14
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
NOTE 8 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at September 30, 1996 is summarized as follows:
1996
-----------
Land $ 6,456,246
Machinery 7,977,361
Furniture and equipment 656,896
Computer equipment 617,737
Hand tools 58,945
Other equipment 1,309,321
Vehicles 2,508,997
Water wells 93,877
Advertising signs and display 730,887
Miscellaneous farm equipment 1,151,821
Buildings 24,737,806
-----------
46,299,894
Less: Allowance for Bad Debts (6,335,229)
-----------
Accounts Receivable - Net $39,964,665
-----------
-----------
NOTE 9 - OTHER ASSETS
Other assets at September 30, 1996 are detailed as follows:
1996
--------
Deposit - Insurance Trust for leased vehicles $235,948
Other Assets 139,238
--------
Other Assets $375,186
--------
--------
Pursuant to the terms negotiated in the Company's operating lease agreements,
the Company has established a self-insurance program to cover damage to
vehicles under lease. For each lease entered into, the Company establishes a
trust account at the inception of the lease. After the
F-15
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
first six months of the lease term, the Company makes monthly payments to the
trust for the remainder of the lease term. In the event of accidents or
major repairs to vehicles under the lease, the Company submits requests for
reimbursement, less a deductible, from the trust account. The life of each
trust is for the life of the respective lease. At the end of the lease term,
the Company is entitled to all remaining funds in the trust. The Company has
three trusts established at September 30, 1996, and no claims to date have
been filed. The balance of the self-insurance trust accounts were $235,948
and $81,173 at September 30, 1996 and 1995, respectively. (Reference also
Note 11)
NOTE 10 - RELATED PARTY
A) Operations of current management as CRI, the Company periodically executes
transactions with the shareholders and other individuals and entities who are
affiliated. These transactions include loans, sale of poultry products and
purchase of other supplies. At September 30, 1996, the following amounts were
due to the Company:
1996
-------
Accounts Receivable $ 9,073
Notes Receivable $78,809
THE FOLLOWING ACTIVITIES RELATE TO PERIODS AS OF AND PRIOR TO AUGUST 5, 1996,
DATE OF SHAREHOLDER APPROVAL, UNDER DIRECTION OF PAST MANAGEMENT OF THE
COMPANY.:
B) Operations of past management - Ram Financial Consultants, Inc. is a company
controlled by an officer of the Company all of the year ended June 30, 1994, but
was transferred out of the officer's control during the year ended June 30,
1995. During the year ended June 30, 1995, the Company made payments to RFC in
the amount of $25,474. Interest has been accrued at 10%APR in the amount of
$1,925. The total balance of $27,399 is treated as an unsecured loan to RFC and
is to be paid back over the next twelve months to the Company. During the year
ended June 30, 1996, credit was given for services provided and the amount is
deemed paid in full as of the fiscal year end.
C) Operations of past management - during the year ended June 30, 1995, the
responsibility for completion of advertising on behalf of the Company was
transferred to InterCoast Financial Corporation due to the death of
F-16
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
the individual previously contracted to complete the contract. The Company
currently has recorded prepaid advertising of $174,348 and $290,046 as of
June 30, 1996 and 1995, respectively. InterCoast Financial, Inc. is a
company owned by the children of officers and directors of the Company, but
controlled by an officer of the Company. During the year ended June 30,
1996, the Company was extensively revising its courses and curriculum to meet
further accreditation requirements. Due to this revision process, limited
action was taken for advertising. Therefore, $111,317 was repaid to the
Company for use with operations during the year ended June 30, 1996.
Advertising is anticipated by Management to be used in the near future for
promotion of courses and laboratory experiment videos currently in
development.
D) Operations of past management - American Aerospace & Technologies (AAT)
is a company established to operate as an FAA Repair Station that is
controlled by an officer and director of the Company. During the fiscal year
ended June 30, 1994, AAT operated as MTW Aerospace and was not a related
party. AAT leases space from the Company on a sub-lease arrangement. The
current lease is from March 1, 1995 to February 28, 1997 with annual rent
payable at $19,800 per year. AAT currently owes the Company for accrued rent
and allocated charges for utilities the amounts of $42,749 and $22,311 as of
June 30, 1996 and 1995, respectively. Accrued interest on the amounts due is
$4,794 and $1,255 as of June 30, 1996 and 1995, respectively.
E) Operations of past management, effective March 25, 1996, the Company
entered into a General Release and Compromise Settlement Agreement with
shareholders who purchased the construction and trucking subsidiaries. The
Agreement specified the settlement of the $1,720,000 note receivable from the
shareholders relating to the purchase. The settlement resulted in the
shareholders transferring cash and common stock of the Company with a
combined valuation of $1,400,000 to the Company and accordingly, a loss was
recorded in the amount of $320,000. The terms of the settlement are as
follows:
(1) The shareholders agree to pay to the Company or its designees the sum of
$800,000. This payment was received prior to June 30, 1996.
(2) Concurrent with the payment described in item (a), the shareholders
agree to endorse and deliver 460,000 shares of common stock of the Company to
a third person as the Company may require. This stock was transferred to the
such third person on July 18, 1996 as specified by the
F-17
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
Company. See below for disposition of these shares.
(3) The parties also agreed to the following division of proceeds, if any,
that may result from a lawsuit currently pending in the 347th Judicial
District Court of Nueses County, Texas. The following is the priority order
of payment:
(a) The shareholders are to reimbursed for expenses incurred by the
parties' attorneys which currently amounts to approximately $154,015.
(b) The shareholders are to be reimbursed for attorney fees advanced by the
shareholders which currently amounts to approximately $91,111.
(c) Up to the next $600,000 in proceeds will be divided equally between the
Company and the shareholders.
(d) Up to the next $1.26 million in proceeds will be advanced to the
shareholders as payment on the assignment.
(e) Any remaining proceeds shall be divided equally between the Company and
the shareholders.
The Compromise Settlement Agreement entered into on March 25, 1996, for the
settlement of the note due to the Company from the sale of the Texas
subsidiaries required 460,000 common shares of the Company be delivered to
the Company or a third party as specified by the Company.
F) Operations of past management during the transition period, on July 18,
1996, the 460,000 shares specified in the agreement were delivered directly
to a third party purchasing those shares for an amount of $600,000. The
funds resulting from the sale were deposited for the benefit of InterCoast
Financial, Inc. The repayment of these funds is currently being disputed by
past management.
G) Operations of past management during transition period, on June 30, 1996,
the Company loaned $50,000 to Aero Costa Rica and during the interim period
for the three months ended September 30, 1996, the Company made payments on
behalf of Aero Costa Rica which totalled $324,835. Aero Costa Rica and
Corporation Pipasa have some common ownership. Current management of the
Company deems this amount due as transferred to InterCoast Financial, Inc. as
part of the divesting of past operations pursuant to the agreement and plan
of reorganization dated April 30, 1996, being that these transfers were
initiated by the past President of
F-18
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
the Company. The repayment of these funds is currently being disputed by
past management.
A dispute has developed with regard to the proper entity which owes the
obligations and the amount of those obligations in the transactions involving
the funds from Intercoast Financial, Inc. and the advances to Aero Costa Rica
by the past management of the Company. Current management of the Company
maintains that the rights of the Company for this joint venture and the debt of
Aero Costa Rica were transferred to Intercoast Financial, Inc. pursuant to the
agreement and plan of reorganization dated April 30, 1996 and were a part of
the divesting of past operations pursuant to that agreement, since these
transfers were executed by the past President of the Company, Mr. Isenhour.
It is the position of Mr. Isenhour that he is to be repaid by either Aero Costa
Rica or the Company for the advances.
H) Operations of past management, on July 2, 1995 the Company entered into
an agreement with SeaCoast Electric, Inc.(SCE) for management services. SCE
is owned, in part, by children of officers and directors of the Company. The
agreement calls for SCE to provide management, in the form of Chief Executive
Officer and Chief Financial Officer, for all operations of all Company
subsidiaries. In exchange, the Company shall pay SCE the sum of $150,000 for
management services for each fiscal year (July thru June). In addition,
Cambridge Academy, a subsidiary of the Company, shall pay one individual an
annual salary of $50,000 for her work as Director of Education. Any unpaid
salary shall be eligible for the calculation of warrants to be issued. SCE
agrees to take their fees as the Company's and its subsidiaries' funds allow
so as not to jeopardize the operations. In the event that at the end of the
fiscal year SCE has not taken its entire fee, the Company shall issue a
warrant for stock, with registration rights paid for by the Company, at the
strike price of $0.10 per share. The number of shares shall be determined by
the remaining unpaid management fee. No warrants were due or issued for the
year ended June 30, 1996. This agreement with SeaCoast Electric, Inc. has
been divested pursuant to the Agreement and Plan of Reorganization dated
April 30, 1996.
NOTE 11 - OPERATING LEASES
The Company periodically enters into operating leases for vehicles and
cooling equipment. At the end of lease terms, the Company has the option to
return the equipment or negotiate for the purchase of the equipment. Under
the terms of the leases, the Company is required to maintain a self-insurance
trust with the lessor bank. An initial deposit must be made with the bank at
the inception of the lease to set up the self-insurance trust. After the
first six months of the lease, the Company must begin making monthly payments
to the trust for the remainder of the lease term. (Reference also Note 9)
Future minimum lease payments required for the period ended September 30:
1997 $ 307,734
1998 161,829
1999 -0-
2000 -0-
2001 -0-
Rental expense amounted to $885,777 and $281,691 for the years ended
F-19
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
September 30, 1996 and 1995, respectively.
NOTE 12 - BANK OVERDRAFT
Bank overdraft for $70,113 as of September 30, 1996 was duly authorized by
the banks.
NOTE 13 - NOTES PAYABLE
Short term notes payable at September 30, 1996 are detailed as follows:
1996
----------
Certificates of deposit $3,585,133
Banks 6,183,124
Other 80,745
----------
Short Term Notes Payable $9,849,002
----------
----------
Long term notes payable at September 30, 1996 are detailed as follows:
1996
----------
Certificates of deposit $ 3,739
Banks 3,997,078
Other 71,122
----------
Long Term Notes Payable $4,071,939
----------
----------
Land and buildings, machinery and equipment, and vehicles are pledged as
guarantee of notes to banks.
Long term notes due to banks and others will mature in the following periods
ending September 30:
1998 944,131
1999 2,392,079
2000 424,599
F-20
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
2001 and over 311,130
----------
$4,071,939
----------
----------
As of September 30, 1996, long term notes bear an annual interest of 11.50%,
23.00%, 24.60%, 26.50%, 28.00%, 28.50%, 35.00%, 35.10%, 36.25%, and 37.50%
(long term notes U.S$ 8.00%, 9.75% and 10.75%).
NOTE 14 - ACCOUNTS PAYABLE
Accounts payable at September 30, 1996 are detailed as follows:
1996
----------
Suppliers $3,000,138
Payroll withholdings and taxes 537,481
Other 36,836
----------
Accounts Payable $3,574,455
----------
----------
NOTE 15 - OTHER INCOME
Other income for the three months ended September 30, 1996 and for the years
ended June 30, 1996 and 1995 is detailed as follows:
Sept 30, June 30, June 30,
1996 1996 1995
-------- ------- --------
Interest $148,388 $47,389 $85,155
Exchange differences 66,074 -0- -0-
Investment income 8,222 -0- -0-
Gain on disposal of
operational assets 1,402 -0- -0-
Sales of scrap -0- -0- -0-
Other 8,667 -0- 13,099
-------- ------- --------
F-21
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
Other Income $232,753 $47,389 $ 98,254
-------- ------- --------
-------- ------- --------
NOTE 16 - OTHER EXPENSE
Other expense for the three months ended September 30, 1996 and for the years
ended June 30, 1996 and 1995 is detailed as follows:
Sept 30, June 30, June 30,
1996 1996 1995
-------- ------- --------
Interest $391,866 $2,756 $13,063
Exchange differences 70,009 -0- -0-
Other -0- -0- -0-
-------- ------- -------
Other Income $461,875 $2,756 $13,063
-------- ------- -------
-------- ------- -------
NOTE 17 - INCOME TAXES
During the fourth quarter of fiscal 1992, the Company changed its method of
accounting for income taxes from the deferred method to the asset and
liability method (See Note 1).
Income tax (expense) benefits attributed to continuing operations in the
accompanying consolidated statements of operations are made up of the
following components:
Sept 30, June 30, June 30,
1996 1996 1995
---------- --------- ---------
Current $(184,103) $ -0- $ -0-
Deferred -0- (112,711) (165,499)
Adjustment of valuation allowance -0- 112,711 165,499
--------- --------- ---------
Total income tax benefit (expense) $(184,103) $ -0- $ -0-
--------- --------- ---------
--------- --------- ---------
F-22
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
At September 30, 1996 and June 30, 1996 and 1995, the Company had net
operating loss carryforwards of approximately $1,363,538, $1,363,538 and
$1,250,954 for income tax purposes available to offset future taxable income
through 2011 and 2010, respectively.
NOTE 18 - COMMITMENTS AND CONTINGENCIES
(a) Under Costa Rican law, employees not dismissed for misconduct or leaving
of their own accord are entitled to severance pay equal to one month's salary
of each year of continuous service, up to a maximum of eight months salary.
Also, employees that retire under the Costa Rican Social Security System are
entitled to the same benefit. It is the Company's policy to accumulate a
portion of this contingent liability.
The Company does not have damage insurance or a specific self insurance trust
for vehicles that are not under lease agreements. Statistical analysis of
the cost vs. benefit for vehicle insurance coverage in Costa Rica has shown
the cost exceeds the benefits of maintaining coverage. The Company has
liability insurance to cover third parties through an umbrella policy
starting at $58,153 to a maximum of $1,453,826.
(b) During 1995, the Caja Costarricense del Seguro Social, made an
inspection of the accounting records of the subsidiary and determined a
difference in the employee Social Security Statutory contribution for the
amount of $25,724. Corporacion Pipasa, S.A. made petition to revoke the
resolution with appeal to Superior Court in case of rejection. The amount
has not been registered on the books.
(c) The income tax declarations of the subsidiary for the 1993 and 1994
periods were the object of a tax transfer for the amounts of $43,922 and
$146,479 respectively. The transfer for the 1993 period was impugned while
the transfer for 1994 is in the process of impugnation. The transfers for
these two periods have not been recorded on the books, waiting for the
correspondent resolutions.
THE FOLLOWING ACTIVITIES RELATE TO PERIODS AS OF AND PRIOR TO AUGUST 5, 1996,
DATE OF SHAREHOLDER APPROVAL, UNDER DIRECTION OF PAST MANAGEMENT OF THE
COMPANY.:
F-23
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
(d) For the years ended June 30, 1996 and 1995, rental expense amounted to
$58,828 and $95,238, respectively. This included office space and office
equipment.
Operations of past management - prior to the commencement of its office
lease, the Company issued 25,000 shares of its common stock to the landlord
of its corporate offices for debt owed. The landlord is to sell the shares
at a rate of no more than 2,000 shares per day to satisfy the debt. This
stock was issued April 5, 1994. If the sale of the 25,000 shares of common
stock yields net proceeds of less than the aforesaid debt of $45,598, then
the deficiency immediately becomes due and payable within five days of
notice. Management did not receive confirmation of the monies collected from
the sale of the common stock as of the issuance of the June 30, 1994 report.
The lessor sold 14,000 shares for $25,182 and applied it to the amount due.
The lessor still holds 11,000 shares which are to be sold at some future
date. In addition, the Company is currently paying a discounted rent amount.
If the Company does not exercise its option to purchase the building prior
to 30 days before the expiration of the lease, April 30, 1995, then the rent
shortfall between the discounted rent and the actual rent of $24,695 will
become due and payable.
Operations of past management - the lease described in the above paragraph
has expired and the Company is in default of the terms of the lease due to
failure to exercise the option to purchase the building and failure to
maintain insurance on the facility. The Company is in negotiation with the
lessor for settlement of the lease. Any liabilities arising out of this
relationship are now the responsibility of InterCoast Financial, Inc.
pursuant to the agreement and plan of reorganization dated April 30, 1996.
(e) Operations of past management - as of June 30, 1996 and June 30, 1995,
the Company has no insurance on the building it occupies or the contents of
the building. This represents a serious contingent loss potential. All
assets and files of the Company and its affiliated companies are located in
the facility. Total destruction of the facility due to fire or natural
disaster would seriously impair the Companies' current operations as it has
limited funds to allow for replacement of equipment or reconstruction of
files. As of September 30, 1996, this is no longer a contingency as these
operations have been divested pursuant to the agreement and plan of
reorganization dated April 30, 1996.
(f) Operations of past management, prior to the merger of Cambridge
F-24
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
Academy with the Company, an individual invested $100,000 in Cambridge
Academy. The Company set aside a block of stock for the individual. She
subsequently passed away. The estate filed a several count complaint, all of
which in essence allege that the estate would like to recapture the full
value of the investment and does not want the block of stock reserved for the
individual issued to her satisfaction of the investment. The maximum
possible action against the Company would be to return the $100,000.
Management has responded to the claim and counsel for both parties are
exploring possible settlement as well as preparing for trial. A settlement
was entered into on May 23, 1996 by the Company's payment of $50,000 to the
estate of the individual.
NOTE 19 - STOCK WARRANTS
On January 21, 1994 the Company entered into an investment banking agreement
with M. H. Meyerson & Co. In part, the agreement required the Company to
issue warrants to purchase 300,000 shares of common stock with an exercise
price of $1.85 per Warrant with demand and piggyback registration rights.
The registration rights may not be asked for a period of 18 months from the
date of the agreement. Such rights will be available starting in month 19
through month 48 from the date of the agreement.
On August 1, 1995, the Company approved the sale of Warrants to two of its
Board of Directors and two independent consultants for the purchase price of
$100 to each individual. The warrants are for a total of 250,000 shares of
the Company's $0.001 Common Stock at an exercise price of $0.10 per share.
The warrants may be exercised anytime from August 1, 1995 to August 1, 2000.
On June 1, 1994 the Management of the Company approved the issuance of
warrants to purchase 200,000 shares of common stock at $.75 per share to an
outside consultant for services to be rendered to the Company.
NOTE 20 - CHANGES IN SECURITIES
On January 21, 1993, the Registrant filed a registration statement under
cover of Form S-8 to register a total of 400,000 common shares pursuant to a
consultant and services Compensation Plan.
During the year ended June 30, 1996, the Company cancelled 118,333 shares of
common stock that were receivable from the CCS settlement.
F-25
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
During the year ended June 30, 1996, the Company issued 25,000 shares of the
Company's common stock pursuant to the Form S-8 for services provided for the
benefit of the Company. The transactions were valued by management as the
estimated fair market value calculated as the approximate average of the bid
and ask prices. The total transactions amounted to $6,750.
During the year ended June 30, 1996, the Company cancelled 107,134 shares of
common stock that were held in treasury.
During the period ended September 30, 1996 the Company cancelled 116,869 of its
common shares as an adjustment to the original acquisition of its video
production subsidiary. This subsidiary has been divested pursuant with the
April 30, 1996 agreement and plan of reorganization.
During the three month period ended September 30, 1996, the Company issued
15,573,571 shares and cancelled 50,000 shares pursuant to the agreement and
plan of reorganization dated April 30, 1996 and closed August 5, 1996.
Reference Note 21.
NOTE 21 - AGREEMENT AND PLAN OF REORGANIZATION
Pursuant to the agreement and plan of reorganization executed on April 30,
1996 with a closing date of August 5, 1996, the Company completed its
acquisition of Corporation Pipasa, S.A. Corporation Pipasa, S.A. is a
corporation domiciled in the country of Costa Rica with principal operations
being in Costa Rica. The main line of the business is the production and
marketing of poultry products. Simultaneous with the acquisition of
Corporation Pipasa, S.A., the Company divested all other subsidiaries and
activities as discussed in Note 1 above.
The business combination of Corporation Pipasa, S.A. is being accounted for
using the purchase method of accounting. The results of operations of the
acquired company from August 5, 1996, the closing date, to September 30, 1996
are included in the reported results of operations of the acquiring company.
The Company issued 15,373,571 shares of its common stock for approximately
59% of Corporation Pipasa, S.A. The 15,373,571 shares represents
approximately 79% of the issued and outstanding shares of the Company as of
September 30, 1996. The transaction was valued at $29,687,898 based on the
market closing price of $1.9063 at August 5, 1996, the closing date. The
transaction resulted in goodwill of $971,835 which will be amortized over 40
years. Amortization expense of goodwill for the period ended September 30,
1996 amounted to $4,049.
The following supplemental information is being provided for the immediately
preceding periods as though the companies had combined at the beginning of
the period. The schedule reflects twelve months operations
F-26
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
of the Company as of June 30, 1996 and 1995 and twelve months operations of
Corporation Pipasa, S.A. as of September 30, 1996 and 1995, respectively, for
comparative purposes:
Year Ended June 30,
1996 1995
------------ ------------
Revenues $ 62,258,550 $ 57,844,324
Income from Continuing Operations
before taxes $ 2,377,359 $ 3,169,434
Net Income $ 2,147,552 $ 2,938,816
Net Income per common share $0.52 $0.68
Weighted Average Shares 4,165,827 4,353,161
NOTE 22 - BUSINESS ENVIRONMENT
The Company and its subsidiaries operate in various industries, each of which
are subject to certain economic changes. The active companies, until
completion of the plan of reorganization in August 1996, were based in
Florida and provide educational services to broad market areas. These
companies operated as an accredited home study school at the high school
level, a medical seminars and publication company, and a video production
company serving the training and product introduction niche. After August 5,
1996, at completion of the plan of reorganization, the Company is being based
in Florida with its only subsidiary being a Costa Rican company with
principle operations in Costa Rica consisting of poultry development,
production and sales.
NOTE 23 - MONETARY UNIT
The monetary unit of the Republic of Costa Rica is the colon (CENTS).
The Central Bank of Costa Rica has the legal right to establish and regulate
other foreign exchange markets. At the present time the interbank exchange
rate published by the Central Bank is used for liquidating exports, imports,
and other financial transactions.
F-27
<PAGE>
COSTA RICA INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND
JUNE 30, 1996 AND 1995
(CONTINUED)
After March 2, 1992 the Central Bank of Costa Rica freed the exchange rate
and any transaction for the purchase or sale of foreign currency can be
conducted at any bank of the National Banking System. The banks participate
in the foreign exchange rate, which is published daily.
U.S. dollar denominated assets and liabilities are recorded at the interbank
exchange rate.
At September 30, 1996, the interbank exchange rate was CENTS 213.94 and
CENTS 213.52 (CENTS 187.62 and CENTS 186.61 at September 30, 1995) for
selling and buying U.S. $1.00 respectively.
NOTE 24 - TRANSLATION OF THE FINANCIAL STATEMENTS
The financial statements of Corporacion PIPASA, S.A. as of September 30,
1996, were translated from Costa Rican colones to U.S. dollars for inclusion
in these consolidated financial statements. The generally accepted
accounting principles require the translation of the monetary assets and
liabilities at the exchange rate in effect at the date of such financial
statements, whereas the non-monetary assets and liabilities are translated at
the historical rate. Income and expenses are translated at the average
exchange rate of the year. Translation gains or losses are included in
Stockholders' Equity.
F-28
<PAGE>
CORPORACION PIPASA, S.A.
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1996 AND 1995
AND FOR THE YEARS ENDED
SEPTEMBER 30, 1996 AND 1995
<PAGE>
CORPORACION PIPASA, S.A.
INDEX TO THE FINANCIAL STATEMENTS
Page
----------
Report of Independent Certified Public Accountants ....... F-1
Balance Sheets a September 30, 1996 and 1995 ............. F-2 - F-3
Statements of Operations for the years ended
September 30, 1996 and 1995 .......................... F-4
Statements of Stockholders' Equity for years ended
September 30, 1996 and 1995 .......................... F-5 - F-6
Statements of Cash Flows for the years ended
September 30, 1996 and 1995 .......................... F-7
Notes to the Financial Statements ........................ F-8 - F-18
Schedules:
I - Schedule of Amounts Receivable from Related
Parties at September 30, 1996 and 1995 ............ F-19
II - Schedule of Property, Plant and Equipment at
September 30, 1996 ................................ F-20
III- Schedule of Property, Plant and Equipment at
September 30, 1995 ................................ F-21
IV - Schedule of Accumulated Depreciation of Property,
Plant and Equipment at September 30, 1996 ......... F-22
V - Schedule of Accumulated Depreciation of Property,
Plant and Equipment at September 30, 1995 ......... F-23
VI - Schedule of Short-Term Borrowings at September 30,
1996 and 1995 ..................................... F-24
Other schedules have not been filed because the conditions requiring the
filing do not exist or the required information is given in the financial
statements, including the notes thereto.
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of Corporacion Pipasa, S.A.
We have audited the balance sheets of Corporacion Pipasa, S.A. as of
September 30, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Corporacion Pipasa, S.A. at
September 30, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information in Schedules I
through VI are presented for purposes of additional analysis of the financial
statements rather than to present the financial position, results of
operations, and cash flows of the Company. Such information has been
subjected to the auditing procedures applied in the audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
T. Alan Walls, CPA, P.C.
Johnson City, Tennessee
December 18, 1996
F-2
<PAGE>
CORPORACION PIPASA, S.A.
BALANCE SHEET
September 30, 1996 and 1995
ASSETS
1996 1995
----------- -----------
Current Assets:
Cash and cash equivalents $ 5,259,457 $ 2,042,399
Investments - available for sale 26,419 -0-
Notes receivable (Note 3) 235,240 112,879
Accounts receivable, net (Note 4) 5,860,180 4,222,544
Inventories, net (Note 5) 7,288,279 5,984,909
Due from related parties (Note 20) 90,535 210,996
Prepaid expenses (Note 6) 158,200 152,289
----------- -----------
Total current assets 18,918,310 12,726,016
-0-
Long term notes receivable 52,855
Investments - held to maturity (Note 7) 1,121,412 1,524,023
Property, plant & equipment, net (Note 8) 28,790,990 28,754,560
Forestry rights 748,304 657,961
Copyrights, trademarks, goodwill, net 90,421 151,410
Guarantee deposits 115,385 145,872
Other assets (Note 16) 263,049 89,979
Due from related parties (Note 20) 78,809 1,850,433
----------- -----------
Total Assets $50,179,535 $45,900,254
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdrafts (Note 9) 70,113 -0-
Notes payable (Note 10) 9,849,002 9,159,313
Accounts payables (Note 11) 3,542,289 3,682,199
Allowance for Christmas bonus 467,407 371,800
Allowance for severance pay (Note 12) 95,638 63,858
Accrued expenses 790,793 653,022
Estimated income tax -0- 87,005
----------- -----------
Total current liabilities 14,815,242 14,017,197
Long term liabilities:
Long term accounts payable -0- 14,480
Long term notes payable (Note 10) 4,071,939 2,383,500
----------- -----------
Total long term liabilities 4,071,939 2,397,980
----------- -----------
Total liabilities 18,887,181 16,415,177
See accompanying notes to the financial statements.
F-3
<PAGE>
CORPORACION PIPASA, S.A.
BALANCE SHEET
September 30, 1996 and 1995
(Continued)
1996 1995
----------- ------------
Stockholders' equity:
Preferred nominal shares class "c" 186,431
shares issued which bear a fixed dividend
of 10% per year of a par value of $6.18
each (Note 21, 22) 1,151,491 1,151,491
Preferred nominal shares class "c" 131,400
shares issued, which bear an annual
dividend equal to the interbank rate
published by the Central Bank of Costa
Rica, revisable and adjustable every month,
plus two additional points, of a par value
of $6.50 each (Note 21, 22) 853,948 853,948
Common stock, authorized and issued
4,550,000 shares of $5.53 at September 30,
1996 and 2,500,000 shares of $7.11
at September 30, 1995 25,174,801 17,769,881
Titulos de Capital, common and nominal
1,500,000 certificates of a par value
of $6.64 each, which can be issued in
certificates of six shares ($0.34 without
the effect of the capitalization of
assets revaluation) (Note 18, 21) -0- 505,511
Additional paid-in capital 2,428 -0-
Legal reserve (Note 18) 617,090 518,884
Foreign currency translation adjustment (164,070) 437,498
Retained earnings (Note 18) 3,656,666 8,247,864
----------- -----------
Total stockholders' equity 31,292,354 29,485,077
----------- -----------
Total Liabilities and Stockholders' Equity $50,179,535 $45,900,254
----------- -----------
----------- -----------
See accompanying notes to the financial statements.
F-4
<PAGE>
CORPORACION PIPASA, S.A.
STATEMENTS OF EARNINGS
For the Years Ended
September 30, 1996 and 1995
1996 1995
------------ -----------
Net Sales $ 61,675,154 $57,396,036
Less: Cost of sales (45,443,958) (40,198,185)
------------ -----------
Gross profit 16,231,196 17,197,851
Operating expenses:
Selling 6,406,732 6,265,603
Export 179,375 143,963
General and administrative 4,316,806 4,916,216
------------ -----------
Total operating expenses 10,902,913 11,325,782
------------ -----------
Operating Profit 5,328,283 5,872,069
Other income (Note 14) 1,264,916 1,224,590
Other expenses (Note 15) (3,359,286) (3,255,691)
------------ -----------
Net earnings before income taxes 3,233,913 3,840,968
Estimated income tax (229,807) (230,618)
------------ -----------
Net earnings $ 3,004,106 $ 3,610,350
------------ -----------
------------ -----------
Earnings per share $ 0.66 $ 1.40
------------ -----------
------------ -----------
See accompanying notes to the financial statements.
F-5
<PAGE>
CORPORACION PIPASA, S.A.
STATEMENT OF STOCKHOLDERS' EQUITY
For the Years Ended September 30, 1996 and 1995
<TABLE>
Capital Stock Preferred Shares Titulos de Capital
----------------------- ---------------------- -----------------------
Number of Number of Number of
Shares Amount Shares Amount Shares Amount
--------- ----------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance: September 30, 1994 2,500,000 $17,769,881 245,136 $1,628,717 -- $ --
Transferred from stock-
holders' contributions for
future capital increases -- -- 72,695 376,722 -- --
Capitalization of retained
earnings -- -- -- -- 1,500,000 505,511
Increase during the year -- -- -- -- -- --
Decreases during the year -- -- -- -- -- --
Transfer retained earnings -- -- -- -- -- --
Foreign currency translation -- -- -- -- -- --
Add, net earnings -- -- -- -- -- --
Add, prior period adjustment -- -- -- -- -- --
Less, dividends paid -- -- -- -- -- --
--------- ----------- --------- ---------- ---------- -----------
Balance: September 30, 1995 2,500,000 $17,769,881 317,831 $2,005,439 1,500,000 $ 505,511
Capital increase with Rincon
de los Toros, S.A. 500 2,428 -- -- -- --
Capitalization of titulos
de capital 49,500 505,511 -- -- (1,500,000) (505,511)
Foreign currency translation -- -- -- -- -- --
Add, net earnings -- -- -- -- -- --
Less, dividends paid -- -- -- -- -- --
Stock dividend 2,000,000 6,896,981 -- -- -- --
Prior period adjustment -- -- -- -- -- --
--------- ----------- --------- ---------- ---------- -----------
Balance: September 30, 1996 4,550,000 $25,174,801 317,831 $2,005,439 -- $ --
--------- ----------- --------- ---------- ---------- -----------
--------- ----------- --------- ---------- ---------- -----------
</TABLE>
See accompanying notes to the financial statements.
F-6
<PAGE>
CORPORACION PIPASA, S.A.
STATEMENT OF STOCKHOLDERS' EQUITY
For the Years Ended September 30, 1996 and 1995
(Continued)
<TABLE>
Additional Foreign Total
Paid-in Legal Currency Retained Stockholders'
Capital Reserve Translation Earnings Equity
----------- -------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance: September 30, 1994 $435,091 $371,306 $ 42,914 $ 6,701,554 $26,949,463
Transferred from stock-
holders' contributions for
future capital increases (376,722) -- -- -- --
Capitalization of retained
earnings -- -- -- (505,511) --
Increase during the year 3,154 -- -- -- 3,154
Decreases during the year (61,523) -- -- (3,571) (65,094)
Transfer from retained earnings -- 147,578 -- (147,578) --
Foreign currency translation -- -- 394,584 -- 394,584
Add, net earnings -- -- -- 3,610,350 3,610,350
Add, prior period adjustment -- -- -- 7,216 7,216
Less, dividends paid -- -- -- (1,414,596) (1,414,596)
-------- -------- --------- ----------- -----------
Balance: September 30, 1995 $ -- $518,884 $ 437,498 $ 8,247,864 $29,485,077
Capital increase with Rincon
de los Toros, S.A. 2,428 -- -- -- 4,856
Capitalization of titulos
de capital -- -- -- -- --
Transfer from retained earnings -- 98,206 -- (98,206) --
Foreign currency translation -- -- (601,568) -- (601,568)
Add, net earnings -- -- -- 3,004,106 3,004,106
Less, dividends paid -- -- -- (590,142) (590,142)
Stock dividend -- -- -- (6,896,981) --
Prior period adjustment -- -- -- (9,975) (9,975)
-------- -------- --------- ----------- -----------
Balance: September 30, 1996 $ 2,428 $617,090 $(164,070) $ 3,656,666 $31,292,354
-------- -------- --------- ----------- -----------
-------- -------- --------- ----------- -----------
</TABLE>
See accompanying notes to the financial statements.
F-7
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
NOTE 1 - ORGANIZATION
On January 7, 1991 Akron, S.A. merged with the following Corporations:
Industrias Derivados de Pollo, S.A. (Idepos S.A.), Retisa, S.A., Servicios
Multiple PIPASA (Semupi, S.A.), Avicola Chacara, S.A., Concentrados Belen, S.A.,
Empolladora Belen, S.A., Granja Avicola Monica, S.A., Planta Procesadora de
Aves, S.A., Grupo PIPASA, S.A., Productores de Huevo Fertil, S.A. (Prohufe,
S.A.) and El Polluelo, S.A. prevailing the name of the Company as Akron, S.A.
Sometime afterwards the articles of incorporation were amended and the Company's
name was switched to Corporacion PIPASA, S.A. The Corporation is domiciled in
La Ribera district, Belen county Heredia province, Republic of Costa Rica.
Although Corporacion PIPASA, S.A. was formed on January 7, 1991, the necessary
legal documents were signed on February 15, 1991. Settlement of the accounts
for the merger was taken on January 31, 1991.
The main line of business of the Company is the production and marketing of
poultry products. The principal activities of the Company are conducted within
Costa Rica.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements as of
September 30, 1995, include the accounts of Corporacion PIPASA, S.A. and its
wholly-owned subsidiary, Rincon de los Toros, S.A. Rincon de los Toros, S.A. is
an inactive Company. All significant intercompany transactions and balances
have been eliminated. Rincon de los Toros, S.A. was merged into Corporation
PIPASA, S.A. during the period ended September 30, 1996, using the pooling of
interests method of accounting.
CASH AND CASH EQUIVALENTS - The Company considers all liquid investments with
original maturities of three months or less to be cash equivalents.
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.
F-8
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
AMORTIZATION - Amortization of intangible assets which include copyrights,
royalties and goodwill is provided by the straight-line method. Estimated
useful lives for amortization purposes are as follows:
Goodwill 5 - 10 years
Royalties 5 - 10 years
Copyrights 5 - 10 years
F-9
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
CAPITALIZED ADVERTISING COSTS - Advertising and re-launching of Company products
are capitalized and amortized to expense over one year. Advertising signs are
loaned to customers and remain the property of the Company. The signs are
capitalized and amortized on the straight-line method over their estimated
useful lives. All other forms of advertising are charged to expense as
incurred. Advertising expense amounted to $445,969 and $260,534 for years ended
September 30, 1996 and 1995, respectively.
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.
MARKETABLE SECURITIES - Held-to-maturity securities are recorded as non-current
assets and reclassified to current assets when maturity is within the next year.
Available-for-sale securities are either (1) recorded as current assets because
they represent an excess of available funds and, even though management has no
current plans to dispose of them, it can sell them at any time at its option or
(2) classified as current and non-current based on management's plans to dispose
of them. Trading securities are classified as current assets.
INVENTORY - Inventory is recorded at the lower of cost or market. Cost is
determined using the weighted average method for all inventories.
INCOME TAXES - During the fourth quarter of fiscal 1992, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes", which requires an assets and liability approach for financial
accounting and reporting for income taxes. Under SFAS No. 109, deferred income
taxes are provided for the temporary differences between the financial reporting
basis and the tax basis of the Company's assets and liabilities. Deferred
income taxes represent the future tax return consequences of the temporary
differences, which will be taxable or deductible when assets and liabilities are
recovered or settled.
NOTE 3 - NOTES RECEIVABLE
Notes receivable at September 30, 1996 and 1995 are summarized as follows:
F-10
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
1996 1995
-------- --------
Commercial $235,240 $112,879
-------- --------
Notes Receivable $235,240 $112,879
-------- --------
-------- --------
NOTE 4 - ACCOUNTS RECEIVABLE
Short term accounts receivable at September 30, 1996 and 1995 are detailed as
follows:
1996 1995
---------- ----------
Commercial $5,818,935 $4,040,809
Officers and employees 40,131 51,125
Others 148,837 308,783
---------- ----------
6,007,903 4,400,717
Allowance for doubtful accounts (147,723) (178,173)
---------- ----------
Accounts Receivable $5,860,180 $4,222,544
---------- ----------
---------- ----------
NOTE 5 - INVENTORIES
Inventories at September 30, 1996 and 1995 are detailed as follows:
1996 1995
----------- ----------
Finished products $ 2,181,158 $1,079,915
Production poultry 3,228,828 3,077,024
Materials and supplies 1,397,694 1,085,012
Raw materials 788,396 1,125,653
In-transit 111,668 47,455
Others 833 1,262
----------- ----------
7,708,577 6,416,321
Allowance for renewal
of production poultry (420,298) (431,412)
----------- ----------
Inventories $ 7,288,279 $5,984,909
----------- ----------
----------- ----------
F-11
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
NOTE 6 - PREPAID EXPENSES
Prepaid expenses at September 30, 1996 and 1995 are detailed as follows:
1996 1995
-------- --------
Prepaid insurance $ 62,598 $ 57,736
Prepaid interest 14,833 42,150
Vehicles rights and taxes 6,869 5,528
Prepaid rent 62,020 32,318
Others 11,880 14,557
-------- --------
Prepaid Expenses $158,200 $152,289
-------- --------
-------- --------
NOTE 7 - INVESTMENTS - HELD TO MATURITY
Long term investments at cost September 30, 1996 and 1995 are detailed as
follows:
1996 1995
---------- ----------
Cerveceria Americana, S.A. (9% ownership) $ -0- $1,162,064
Industrial de Oleaginosas Americanas SA 936,680 -0-
Lineas Aereas Costarricense, S.A. 1,263 1,263
Club Campestre Espanol 2,173 2,173
Hotel Fiesta de Playa Shares 33,557 33,557
Certificates of Deposit 11,789 13,487
Others 135,950 311,479
---------- ----------
Long Term Investments $1,121,412 $1,524,023
---------- ----------
---------- ----------
In June, 1996, Cerveceria Americana, S.A. proceeded to sell all its assets,
with the result of this sale, it will subsequently cancel all outstanding
liabilities, and then the company will be settled. In September, 1996, the
Company registered the result of the settlement of this investment, without
originating any losses or gains for the Company.
In September, 1996, an advance payment of $936,680 was given to Inversiones
La Ribera, S.A. to buy shares from Industrial de Oleaginosas
F-12
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
Americanas, S.A.
NOTE 8 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at September 30, 1996 and 1995 is summarized as
follows:
1996 1995
----------- -----------
Land $ 6,129,391 $ 6,383,893
Construction in progress 712,554 1,421,099
Buildings and installations 14,668,901 13,607,768
Plant, machinery and equipment 7,770,158 7,679,965
Office equipment 714,972 740,249
Vehicles 3,036,964 3,178,354
Computer equipment 593,175 416,102
Other equipment 1,288,911 1,226,844
Hand tools 56,138 51,782
Water wells 87,756 87,496
Advertising signs and display 580,722 576,626
Poultry feeding equipment 529,540 70,236
Poultry feeding and transporting
equipment 116,828 72,633
Miscellaneous farm equipment 59,711 41,287
Machinery in-transit 6,065 53,020
----------- -----------
36,351,786 35,607,354
Less, accumulated depreciation (7,560,796) (6,852,794)
----------- -----------
Property, Plant & Equipment - Net $28,790,990 $28,754,560
----------- -----------
----------- -----------
NOTE 9 - BANK OVERDRAFT
Bank overdraft for $70,113 as of September 30, 1996 was duly authorized by
the banks.
NOTE 10 - NOTES PAYABLE
Long-term notes payable at September 30, 1996 and 1995 are detailed as
follows:
F-13
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
1996 1995
----------- -----------
Certificates of Deposit $ 3,739 $ 201,338
Banks 3,997,078 2,139,213
Other 71,122 42,949
----------- -----------
Long-Term Notes Payable $4,071,939 $2,383,500
----------- -----------
----------- -----------
Land and buildings, machinery and equipment, and vehicles are pledged as
guarantee of notes to banks.
Long-term notes due to banks and others will mature in the following periods
ending September 30:
1998 944,131
1999 2,392,079
2000 424,599
2001 and over 311,130
----------
$4,071,939
----------
----------
Short-term notes payable at September 30, 1996 and 1995 are detailed as
follows:
1996 1995
---------- ----------
Certificates of Deposit $3,585,133 $3,274,901
Banks 6,183,124 5,790,122
Other 80,745 94,290
---------- ----------
Short-Term Notes Payable $9,849,002 $9,159,313
---------- ----------
---------- ----------
As of September 30, 1996 long term notes bear an annual interest of 23.00%,
24.60%, 26.50%, 28.00%, 28.50%, ll.50%, 35.00%, 35.10%, 36.25%, and 37.50%
(long term notes U.S.$ 8.00%, 9.75% and 10.75%).
As of September 30, 1995 long term notes bear an annual interest of 23.93%,
30.50%, 31.25%, 35.10%, 35.50%, 35.49%, 36.00%, 37.50%, 38.00%, 39.00%, and
40.00%.
F-14
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
NOTE 11 - ACCOUNTS PAYABLE
Accounts payable at September 30, 1996 and 1995 are detailed as follows:
1996 1995
---------- ----------
Suppliers $3,000,138 $3,167,484
Payroll withholdings and taxes 537,481 477,669
Other 4,670 37,046
---------- ----------
Accounts Payable $3,542,289 $3,682,199
---------- ----------
---------- ----------
NOTE 12 - CONTINGENT LIABILITIES
Under Costa Rican law, employees not dismissed for misconduct or leaving of
their own accord are entitled to severance pay equal to one month's salary of
each year of continuous service, up to a maximum of eight months salary.
Also, employees that retire under the Costa Rican Social Security System are
entitled to the same benefit. It is the Company's policy to accumulate a
provision to cover this contingent liability.
The Company does not have damage insurance or a specific self insurance trust
for vehicles that are not under lease agreements. Statistical analysis of
the cost vs. benefit for vehicle insurance coverage in Costa Rica has shown
the cost exceeds the benefits of maintaining coverage. The Company has
liability insurance to cover third parties through an umbrella policy
starting at $58,153 to a maximum of $1,453,826. Reference also Note 16.
NOTE 13 - PENDING LAWSUITS
As of September 30, 1994 there was a civil responsibility lawsuit arising
from a court decision on a criminal charge involving a Company vehicle with
bodily injuries. The plaintiff had estimated such responsibility in
U.S. $99,682 but the Court had not accepted such estimate. This lawsuit was
ruled in favor of the Company on the grounds of refusal of incapacity alleged
by the plaintiff, for which the case was closed.
The plaintiff has introduced a new lawsuit based on identical terms, as a new
process which was notified on November 1, 1995. No adjustments have been
made to these financial statements for this case.
F-15
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
In 1996, this lawsuit process was ended when the parties involved arrived at
an extrajudicial arrangement. The entire settlement was paid by the
Company's insurance.
F-16
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
NOTE 14 - OTHER INCOME
Other income for the years ended September 30, 1996 and 1995 is detailed as
follows:
1996 1995
---------- ----------
Interest $ 588,137 $ 392,519
Exchange differences 300,193 134,147
Investment Income 47,419 68,773
Gain on disposal of operational 103,370 112,738
assets
Sales of scrap 583 49,850
Others 225,214 466,563
---------- ----------
Other Income $1,264,916 $1,224,590
---------- ----------
---------- ----------
NOTE 15 - OTHER EXPENSES
Other expenses for the years ended September 30, 1996 and 1995 are detailed
as follows:
1996 1995
---------- ----------
Interest $2,732,244 $2,656,509
Exchange differences 402,810 326,992
Others 224,232 272,190
---------- ----------
Other Expenses $3,359,286 $3,255,691
---------- ----------
---------- ----------
NOTE 16 - OTHER ASSETS
Other assets at September 30, 1996 and 1995 are detailed as follows:
1996 1995
-------- --------
Deposit - Insurance Trust for leased vehicles $235,948 $ 81,173
Other Assets 27,101 8,806
-------- --------
Other Assets $263,049 $ 89,979
-------- --------
-------- --------
Pursuant to the terms negotiated in the Company's operating lease agreements,
the Company has established a self-insurance program to cover damage to
vehicles under lease. For each lease entered into, the Company establishes a
trust account at the inception of the lease. After the
F-17
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
first six months of the lease term, the Company makes monthly payments to the
trust for the remainder of the lease term. In the event of accidents or
major repairs to vehicles under the lease, the Company submits requests for
reimbursement, less a deductible, from the trust account. The life of each
trust is for the life of the respective lease. At the end of the lease term,
the Company is entitled to all remaining funds in the trust. The Company has
three trusts established at September 30, 1995, and no claims to date have
been filed. The balance of the self-insurance trust accounts were $235,948
and $81,173 at September 30, 1996 and 1995, respectively.
F-18
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
NOTE 17 - OPERATING LEASES
The Company periodically enters into operating leases for vehicles and
cooling equipment. At the end of lease terms, the Company has the option to
return the equipment or negotiate for the purchase of the equipment. Under
the terms of the leases, the Company is required to maintain a self-insurance
trust with the lessor bank. An initial deposit must be made with the bank at
the inception of the lease to set up the self-insurance trust. After the
first six months of the lease, the Company must begin making monthly payments
to the trust for the remainder of the lease term. (Reference also Note 16)
Future minimum lease payments required for the period ended September 30:
1997 $ 307,734
1998 161,829
1999 -0-
2000 -0-
2001 -0-
Rental expense amounted to $885,777 and $281,691 for the years ended September
30, 1996 and 1995, respectively.
NOTE 18 - APPROPRIATION OF RETAINED EARNINGS
The management of the Company has made current period appropriations of retained
earnings at September 30, 1996 and 1995 as follows:
1996 1995
---------- --------
Titulos de Capital $ -0- $505,511
Legal Reserve -0- 147,578
Stock Dividend 6,896,981 -0-
Reference also Note 19
NOTE 19 - PRIOR PERIOD ADJUSTMENT
The retained earnings account has been adjusted to reflect the difference
between accrued income taxes and actual income tax expense in the amount
F-19
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
of $2,759 at September 30, 1996. The retained earnings account has been
adjusted to reflect the difference between the investment and net book value
of its wholly owned subsidiary in the amount of $7,216 at September 30, 1996
and 1995.
F-20
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
NOTE 20 - RELATED PARTY
During the periods ending September 30, 1996 and 1995, the Company was a
closely held entity. The Company periodically executes transactions with the
shareholders and other individuals and entities who are affiliated due to
common control issues. These transactions include loans, sale of poultry
products and purchase of other supplies. At September 30, 1996 and 1995, the
following amounts were due to the Company:
1996 1995
------- ----------
Accounts Receivable $90,535 $ 210,996
Notes Receivable $78,809 $1,850,433
NOTE 21 - COMMON AND PREFERRED STOCK
The capital stock of the corporation was modified as follows:
a. Founder's nominal common shares, class "A", does not change, remaining at
2,000,000 shares issued and paid with a par value of U.S. $8.32 each
(U.S. $17,769,881).
b. Class "B" issued and paid nominal common shares, 2,000,000 shares
authorized and issued as a stock dividend with a valuation of
U.S. $7,404,920.
c. Class "C" preferred shares, 317,831 shares authorized and issued at a
valuation of U.S. $2,005,439.
d. A new class of preferred shares is authorized for up to U.S. $1,301,914,
which refer to 200,000 nominal preferred shares of class "D" of a par value
of $6.51 each of which 200,000 authorized and none issued.
On September 21, 1995, as indicated on minute 16 of the Extraordinaly General
Assembly, it was accorded to increase the capital of the Corporation in the sum
of $505,511 through the issue of 1,500,000 "titulos de capital", common and
nominal of a par value of $0.34 each one, which can be issued in certificates of
six shares each one. During the period ended June 30, 1996, the "titulos de
capital" account in the
F-21
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
amount of $505,511 was capitalized as common stock. Reference Note 18.
Under Costa Rican law, liquidation priorities are in the following order:
employees, secured creditors, preferred stock shareholders and then common stock
shareholders.
F-22
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
NOTE 22 - PREFERRED SHARES DIVIDEND POLICIES
a. Classes "C-A" and "C-B" which are the first, second and fourth issue of the
class "C" preferred shares will receive fixed annual dividend of 10%
payable monthly. The dividend rate could be adjusted by the agreement of
the Board of Directors.
b. Class "C-C" which is the third issued of the class "C" preferred shares
will receive an annual dividend equal to the Central Bank of Costa Rica
interbank rate, adjusted to the rate published at the end of the month,
plus two additional points, payable monthly.
c. Class "D" preferred shares will receive a dividend based on the Central
Bank of Costa Rica interbank rate plus three additional points and 1% of
the net income after taxes and allowances.
NOTE 23 - MONETARY UNIT
The monetary unit of the Republic of Costa Rica is the colon (CENTS).
The Central Bank of Costa Rica has the legal right to establish and regulate
other foreign exchange markets. At the present time the interbank exchange rate
published by the Central Bank is used for liquidating exports, imports, and
other financial transactions.
After March 2, 1992 the Central Bank of Costa Rica freed the exchange rate and
any transaction for the purchase or sale of foreign currency can be conducted at
any bank of the National Banking System. The banks participate in the foreign
exchange rate, which is published daily.
U.S. dollar denominated assets and liabilities are recorded at the interbank
exchange rate.
At September 30, 1996, the interbank exchange rate was CENTS 213.94 and
CENTS 213.52 (CENTS 187.62 and CENTS 186.61 at September 30, 1995) for selling
and buying U.S. $1.00 respectively.
NOTE 24 - TRANSLATION OF THE FINANCIAL STATEMENTS
The financial statements of Corporacion PIPASA, S.A. as of September 30, 1996
and 1995, were translated from Costa Rican colones to U.S. dollars. The
generally accepted accounting principles require the translation of
F-23
<PAGE>
CORPORACION PIPASA, S.A.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(continued)
the monetary assets and liabilities at the exchange rate in effect at the
date of such financial statements, whereas the non-monetary assets and
liabilities are translated at the historical rate. Income and expenses are
translated at the average exchange rate of the year. Translation gains or
losses are included in Stockholders' Equity. For the periods ended September
30, 1996 and 1995, the procedure to translate the dividends distributed were
calculated based on the historical exchange rate of the Stockholders' Equity
using the FIFO Method.
NOTE 25 - AGREEMENT AND PLAN OF REORGANIZATION
On April 30, 1996, Corporation Pipasa, S.A. (Pipasa) entered into an Agreement
and Plan of Reorganization with Quantum Learning Systems, Inc. to be known as
Costa Rica Inernational, Inc. for the acquisition of Corporation Pipasa, S.A. by
Quantum Learning Systems, Inc. to be known as Costa Rica International, Inc
(CRI).
The agreement specifies that Corporacion Pipasa, S.A. and its stockholders will
exchange all of the issued and outstanding shares of Class A and Class B common
stock of Pipasa for approximately 25,600,000 shares, in the aggregate, of
restricted common stock of the CRI, which in any case shall be at least 82.4%,
in the aggregate, of the issued and outstanding common shares of the CRI on a
fully diluted basis at the time of the delivery of such shares to the
Stockholders of Pipasa, which includes currently outstanding warrants and
options to issue approximately 750,000 shares. If, and to the extent that the
acquiror receives less than 100% of the common stock of the acquiree, the amount
of shares to be issued hereunder to the Stockholders of the acquiree shall be
reduced pro-rata.
CRI had three subsidiary corporations which included Cambridge Academy,
Sentient, Inc. and Current Concept Seminars, Inc., along with a division which
engaged in real estate development. As a condition of the Agreement and the
underlying acquisition, the acquiror will divest itself of all operations,
including the subsidiary corporations and the real estate division, by the
delivery date of the common shares.
The transaction was approved by the shareholders of CRI on August 5, 1996. The
transaction was consummated Septmeber 30, 1996.
F-24
<PAGE>
CORPORACION PIPASA, S.A.
SCHEDULE OF AMOUNTS RECEIVABLE FROM RELATED PARTIES
SEPTEMBER 30, 1996 AND 1995
SCHEDULE I
<TABLE>
Balance at Balance at
September 30, September 30,
Related Party 1995 Additions Deductions 1996
- - - - ------------- ------------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Inversiones La Ribera $1,395,805 $2,159,569 $(3,550,294) $ 5,080
Aero Costa Rica 137,858 223,877 (361,735) -0-
Leytor 283,547 29,888 (313,435) -0-
Chavez Zamora 192,272 177,819 (366,098) 3,993
Costa Rica International -0- 111,387 (29,926) 81,461
Other 51,947 345,154 (318,291) 78,810
---------- ---------- ----------- --------
$2,061,429 $3,047,694 $(4,939,779) $169,344
---------- ---------- ----------- --------
---------- ---------- ----------- --------
</TABLE>
F-25
<PAGE>
CORPORACION PIPASA, S.A.
PROPERTY, PLANT AND EQUIPMENT
SEPTEMBER 30, 1996
SCHEDULE II
<TABLE>
Balance Balance
September 30, Additions (A) Other September 30,
Classification 1995 at Cost Retirements Changes 1996
- - - - -------------- ------------- ---------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Land $ 6,383,893 $ 249,461 $ (503,963) $ -- $ 6,129,391
Construction in progress 1,421,099 1,276,029 (1,984,574) -- 712,554
Buildings and installations 13,607,768 1,096,188 (35,055) -- 14,668,901
Plant, machinery and equipment 8,420,214 281,692 (216,776) -- 8,485,130
Vehicles 3,178,354 126,214 (267,604) -- 3,036,964
Advertising signs and display 576,626 53,438 (49,342) -- 580,722
Other equipment 2,019,400 932,426 (190,759) (22,943) 2,738,124
----------- ---------- ----------- -------- -----------
$35,607,354 $4,015,448 $(3,248,073) $(22,943) $36,351,786
----------- ---------- ----------- -------- -----------
----------- ---------- ----------- -------- -----------
</TABLE>
(A) Corresponds to depreciation of plastic baskets that is directly lowered
from the cost of the asset.
F-26
<PAGE>
CORPORACION PIPASA, S.A.
PROPERTY, PLANT AND EQUIPMENT
SEPTEMBER 30, 1995
SCHEDULE III
<TABLE>
Balance Balance
September 30, Additions Other September 30,
Classification 1994 at Cost Retirements Changes 1995
- - - - -------------- ---- ------- ----------- ------- ----
<S> <C> <C> <C> <C> <C>
Land $ 5,967,415 $ -- $ -- $416,478 $ 6,383,893
Construction in progress 412,712 1,008,387 -- -- 1,421,099
Buildings and installations 13,568,100 39,668 -- -- 13,607,768
Plant, machinery and equipment 7,592,350 944,191 (116,327) -- 8,420,214
Vehicles 2,826,232 884,333 (532,211) -- 3,178,354
Advertising signs and display 513,110 103,009 (39,493) -- 576,626
Other equipment 1,590,928 656,387 (210,925) (16,990) 2,019,400
----------- ---------- --------- -------- -----------
$32,470,847 $3,635,975 $(898,956) $399,488 $35,607,354
----------- ---------- --------- -------- -----------
----------- ---------- --------- -------- -----------
</TABLE>
F-27
<PAGE>
CORPORACION PIPASA, S.A.
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
JUNE 30, 1996
SCHEDULE IV
<TABLE>
Additions Other Charges
Balance at Charged to ------------- Balance at
September 30 Costs and (A) (B) September 30,
Classification 1995 Expenses Retirements Add Deduct 1996
- - - - -------------- ---- -------- ----------- --- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Buildings & installations $1,842,108 $ 190,360 $ (7,212) $20,530 $ -0- $2,045,786
Plant, machinery and equipment 3,036,367 450,681 (208,349) 33,547 -0- 3,312,246
Vehicles 1,084,319 289,633 (244,083) 8,648 -0- 1,138,517
Advertising signs and display 248,821 78,951 (48,441) -0- -0- 279,331
Other Equipment 641,179 229,008 (87,230) 1,959 -0- 784,916
---------- ---------- --------- ------- ------- ----------
$6,852,794 $1,238,633 $(595,315) $64,684 $ -0- $7,560,796
---------- ---------- --------- ------- ------- ----------
---------- ---------- --------- ------- ------- ----------
</TABLE>
(A) Reclassification of accounts to inventory.
(B) Depreciation costs that are capitalized into the inventory used in the
production process.
F-28
<PAGE>
CORPORACION PIPASA, S.A.
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
SEPTEMBER 30, 1995
SCHEDULE V
<TABLE>
Additions Other Charges
Balance at Charged to ------------- Balance at
September 30 Costs and (A) (B) September 30,
Classification 1994 Expenses Retirements Add Deduct 1995
- - - - -------------- ---- -------- ----------- --- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Buildings & installations $1,676,028 $ 166,303 $ -- $55,939 $(56,162) $1,842,108
Plant, machinery and equipment 2,656,132 490,811 (105,920) 31,077 (35,733) 3,036,367
Vehicles 1,178,237 345,070 (443,070) 4,082 -- 1,084,319
Advertising signs and display 193,522 85,964 (30,665) -- -- 248,821
Other Equipment 504,364 187,417 (50,497) 1,670 (1,775) 641,179
---------- ---------- --------- ------- -------- ----------
$6,208,283 $1,275,565 $(630,152) $92,768 $(93,670) $6,852,794
---------- ---------- --------- ------- -------- ----------
---------- ---------- --------- ------- -------- ----------
</TABLE>
(A) Reclassification of accounts to inventory.
(B) Adjustments to the accounts relative to repairs of assets.
F-29
<PAGE>
CORPORACION PIPASA, S.A.
SHORT-TERM BORROWINGS
SEPTEMBER 30, 1996 AND 1995
SCHEDULE VI
<TABLE>
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest
September 30, Interest During the During the Rate During
1996 Rate Period Period the Period
---- ---- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Certificates of Deposits $3,585,133 31.31% $4,095,983 3,736,441 31.31%
Banks 6,183,124 33.16% 7,227,072 5,869,635 33.16%
Other 80,745 25.55% 151,601 65,260 25.55%
----------
$9,849,002
----------
----------
</TABLE>
F-30
<PAGE>
<TABLE>
Maximum Average Weighted
Weighted Amount Amount Average
Balance Average Outstanding Outstanding Interest
September 30, Interest During the During the Rate During
1995 Rate Period Period the Period
---- ---- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Certificates of Deposits $3,274,901 32.83% $3,618,927 $3,145,238 32.83%
Banks 5,790,122 32.18% 6,857,890 5,190,682 28.18%
Other 94,290 21.48% 104,195 57,148 21.48%
----------
$9,159,313
----------
----------
</TABLE>
F-31
<PAGE>
CORPORACION PIPASA, S.A.
SUPPLEMENTARY INFORMATION
SCHEDULE I THROUGH SCHEDULE VI
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
COSTA RICA INTERNATIONAL, INC.
Dated: 1/13/97 By: /s/ Calixto Chaves Zamora
------------- ----------------------------------
Calixto Chaves Zamora
Chairman
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 OFFICER
Dated: 1/13/97 By: /s/ Jorge M. Quesada Chaves
------------- ----------------------------------
Jorge M. Quesada Chaves
Treasurer
SECRETARY
Dated: 1/13/97 By: /s/ Monica Chaves Zamora
------------- ----------------------------------
Monica Chaves Zamora
Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit Page or
Number Description Cross Reference
------- ----------- ---------------
3-A Articles of Incorporation *
3-B Articles of Merger *
3-C Bylaws *
10-1 Purchase Agreement for Construction and Trucking*
10-2 Acquisition Agreement with Corporacion Pipasa, S.A.*
10-3 Purchase Agreement With Intercoast Financial, Inc.
*Previously Filed
- - - - -----------------
<PAGE>
Exhibit 10-3
Purchase Agreement With Intercoast Financial, Inc.
<PAGE>
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT is entered into as of the 30th day of April,
1996, by and between INTERCOAST FINANCIAL CORPORATION, a Florida corporation,
(hereinafter "Acquiror"); and QUANTUM LEARNING SYSTEMS, INC., a Nevada
corporation, to be known as Costa Rica International, Inc. (hereinafter referred
to as "QLS").
RECITALS
QLS has certain subsidiaries as described in Exhibit A hereto (the
"Subsidiaries") and various properties, rights and liabilities listed in Exhibit
B hereto (the "Rights"), which are incorporated by reference hereto.
The parties wish to reduce their understandings regarding the Subsidiaries
and to the Rights to writing in this document and to be bound by the terms and
conditions thereof.
NOW, THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. ACQUISITION. QLS the owner of the Subsidiaries and the holder of
the Rights. It is the intention of the parties hereto and by this
Agreement that the Acquiror acquire the Subsidiaries and all of QLS's
interests in and to the Rights in exchange for the sum of 50,000 in
common shares of the QLS's restricted Common Stock to be paid by
Acquiror to QLS, plus the indemnifications given as listed in Exhibit
C hereto.
2. EFFORTS TO VEST OWNERSHIP. Acquiror and QLS agree to use their
best efforts to permit Acquiror to acquire full and unencumbered title
to the Subsidiaries and the Rights.
3. ACQUISITION OF RIGHTS. By this Agreement and as of the Closing
Date, QLS hereby transfers, assigns and delivers all of its rights,
title, and interest, of whatever nature, in and to the Rights. This
transfer, assignment, and delivery includes all rights to receive
distributions on the Rights. The Acquiror may take immediate
possession and utilize the Rights as of the Closing Date.
4. REPRESENTATIONS OF QUANTUM LEARNING SYSTEMS, INC. QLS hereby
represents and warrants that, with respect to the Subsidiaries and the
Rights to be transferred, effective this date and the Closing Date,
the representations listed below are true and correct, to the best of
its knowledge, information and belief. Said representations are meant
and intended by all parties to apply to the Subsidiaries and the
Rights.
<PAGE>
(a) QLS is the sole owner of the Subsidiaries and the Rights and has
the unqualified right to transfer and dispose of the Subsidiaries
and the Rights as of the Closing Date.
(b) There are no liabilities, either fixed or contingent against the
Subsidiaries or the Rights not reflected in Exhibit D hereto
other than contracts or obligations in the ordinary and usual
course of business; and no such contracts or obligations in the
usual course of business constitute liens or other liabilities
which, if disclosed, would alter substantially the financial
condition of the Subsidiaries or the Rights, unless disclosed in
Exhibit D hereto.
(c) Prior to the Closing Date there will not be any negative material
changes in the Subsidiaries or in the financial position of the
Rights, except changes arising in the ordinary course of
business, which changes will in no event adversely affect the
financial position of said Subsidiaries or Rights.
(d) To the best of QLS's knowledge, information and belief, neither
the Subsidiaries nor the Rights is involved in any pending
litigation or governmental investigation or proceeding not
reflected in Exhibit D or otherwise disclosed in writing to
Acquiror and, to the best knowledge of QLS, no litigation,
claims, assessments, or governmental investigation or proceeding
is otherwise threatened against the Subsidiaries or the Rights.
(e) Except as disclosed on any Exhibit, QLS has not breached any
agreement to which it is a party which relates to the
Subsidiaries or the Rights.
(f) The execution of this Acquisition Agreement will not violate or
breach any agreement, contract, or commitment to which QLS is a
party and has been duly authorized by all appropriate and
necessary action.
(g) At the date of this Agreement, QLS has, and at the Closing Date
hereof, will have to the best of each's knowledge, disclosed all
events, conditions and facts materially affecting the business
and prospects of Subsidiaries and the Rights. QLS has not now
and will not have, at the Closing Date, withheld knowledge of any
such events, conditions, and facts which each knows, or has
reasonable grounds to know, may materially affect, directly or
indirectly, the business and prospects of the Subsidiaries or the
Rights.
5. REPRESENTATIONS OF ACQUIROR. Acquiror hereby represents and
warrants as follows:
(a) The officers of Acquiror are duly authorized to execute this
Agreement and have taken all actions required by law and
agreements, charters, and bylaws, to properly and legally execute
this Agreement.
<PAGE>
(b) As of the Closing Date and date hereof, Acquiror is duly
organized, validly existing and in good standing under the laws
of the State of Florida; it has the corporate power to own the
Subsidiaries and the Rights and to carry on its business as now
being conducted and is duly qualified to do business in any
jurisdiction where so required.
6. CLOSING DATE. The Closing Date herein referred to shall be upon
such date as the parties hereto may mutually agree upon but is
expected to be August 5, 1996. This Agreement is executed by the
parties and effective from and as of August 5, 1996.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF QLS. All obligations
of QLS under this Agreement are subject to the fulfillment, prior to
or as of the Closing Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of Acquiror
contained in this Agreement or in any certificate or document
delivered to QLS pursuant to the provisions hereof shall be true
in all material respects at and as of the time of Closing as
though such representations and warranties were made at and as of
such time.
(b) Acquiror shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing on
the Closing Date.
(c) The Directors of Acquiror shall have approved this transaction
and such other reasonable matters as requested by QLS as
pertaining to this transaction.
(d) All instruments and documents delivered to QLS pursuant to the
provisions hereof shall be reasonably satisfactory to QLS.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR. All
obligations of the Acquiror under this Agreement are subject to the
fulfillment, prior to or at the Closing on the Closing Date, of each
of the following conditions:
(a) The representations and warranties by QLS contained in this
Agreement or in any certificate or document delivered to Acquiror
pursuant to the provisions hereof shall be true at and as of the
time of Closing as though such representations and warranties
were made at and as of such time.
(b) QLS shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
<PAGE>
(c) QLS shall deliver to the Acquiror a letter commonly known as an
"investment letter" agreeing that the shares of Acquiror are
being acquired for investment purposes, and not with a view to
resale.
9. INDEMNIFICATION. Within the period provided in paragraph 10
herein and in accordance with the terms of that paragraph, each party
to this Agreement, shall indemnify and hold harmless each other party
at all times after the date of this Agreement against and in respect
of any liability, damage or deficiency, all actions, suits,
proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting
from any misrepresentations, breach of covenant or warranty or
non-fulfillment of any agreement on the part of such party under this
Agreement or from any misrepresentation in or omission from any
certificate furnished or to be furnished to a party hereunder. Subject
to the terms of this Agreement, the defaulting party shall reimburse
the other party or parties on demand, for any reasonable payment made
by said parties at any time after the Closing, in respect of any
liability or claim to which the foregoing indemnity relates, if such
payment is made after reasonable notice to the other party to defend
or satisfy the same and such party failed to defend or satisfy the
same.
10. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and covenants made by any party in this Agreement shall
survive the Closing hereunder and the consummation of the transactions
contemplated hereby for two years from the date hereof. All of the
parties hereto are executing and carrying out the provisions of this
Agreement in reliance solely on the representations, warranties and
covenants and agreements contained in this Agreement or at the Closing
of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty,
agreement, promise or information, written or oral, made by the other
party or any other person other than as specifically set forth herein.
11. DOCUMENTS AT CLOSING. Between the date hereof and the date of
Closing, the following transactions shall occur, all of such
transactions being deemed to occur simultaneously:
(a) QLS will deliver, or cause to be delivered, to Acquiror the
following:
(1) such executed documents as required by this Agreement.
(2) certified copies of resolutions by QLS's Board of Directors
authorizing this transaction;
(3) such other instruments, documents and certificates, if any,
as are required to be delivered pursuant to the provisions of
this Agreement or which may be reasonably requested in furtherance
of the provisions of this Agreement;
<PAGE>
(b) Acquiror will deliver or cause to be delivered to QLS:
(1) the consideration as required under this Agreement.
(2) certified copies of resolutions by Acquiror's Board of
Directors authorizing this transaction;
(3) such other instruments and documents as are required to be
delivered pursuant to the provisions of this Agreement.
12. MISCELLANEOUS.
(a) FURTHER ASSURANCES. At any time, and from time to time, after the
effective date, each party will execute such additional
instruments and take such action as may be reasonably requested
by the other party to confirm or perfect title to the
Subsidiaries or any Rights transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
(b) WAIVER. Any failure on the part of any party hereto to comply
with any of its obligations, agreements or conditions hereunder
may be waived in writing by the party to whom such compliance is
owed.
(c) NOTICES. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first class registered or certified
mail, return receipt requested, to the following:
INTERCOAST FINANCIAL CORPORATION
1111 S.W. 17th Street
Ocala, Florida 34474
QUANTUM LEARNING SYSTEMS, INC., INC.
1111 S.W. 17th Street
Ocala, Florida 34474
(d) HEADINGS. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(e) COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
(f) GOVERNING LAW. This Agreement was negotiated and is being
contracted for in the State of Florida, and shall be governed by
the laws of the State.
<PAGE>
(g) BINDING EFFECT AND ASSIGNMENT. This Agreement shall be binding
upon the parties hereto and inure to the benefit of the parties,
their respective heirs, administrators, executors, successors and
assigns. This Agreement may be assigned by either party;
provided, however, that the appropriate permission has been given
by those governmental entities whose permission may be necessary
to effect the performance of this Agreement.
(h) TIME. Time is of the essence.
(i) SEVERABILITY. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
INTERCOAST FINANCIAL CORPORATION
By: ///Signed///
-----------------------------------------
Authorized Officer
QUANTUM LEARNING SYSTEMS, INC.
By: ///Signed///
-----------------------------------------
Authorized Officer
<PAGE>
EXHIBIT A
SUBSIDIARIES LIST
CAMBRIDGE ACADEMY, INC.
QUANTUM LEARNING SYSTEMS, INC., a Florida corporation, also known as
Sentient, Inc.
CURRENT CONCEPT SEMINARS, INC.
<PAGE>
EXHIBIT B
PROPERTY AND RIGHTS TO BE TRANSFERRED PURSUANT TO THIS AGREEMENT:
Any and all tangible and/or intangible property owned by the subsidiaries
described in Exhibit A and any and/or all tangible or intangible property
owned by Quantum Learning Systems, Inc., the Nevada corporation and held
outside the subsidiaries, to include but not limited to the following:
1) That certain note owned by QLS, Nevada for the sale of the Texas
subsidiaries, commonly call the Young's note; and
2) That certain lawsuit in Texas known as Chamberlain, et al; and
3) Any other asset owned or due QLS, Nevada on or before April 30,
1996
<PAGE>
EXHIBIT C
INDEMNIFICATION
<PAGE>
INDEMNIFICATION
FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, the
undersigned parties (hereafter collectively known as the Indemnifier) hereby
agree to indemnify and hold harmless QUANTUM LEARNING SYSTEMS, INC. (to be known
as Costa Rica International, Inc.), its officers, directors, employees, and
agents (hereafter collectively known as the Indemnified Party) at all times
after the date of this Indemnification against and in respect of any and all
liability, damage or deficiency, actions, suits, proceedings, demands,
assessments, judgments, costs and expenses including attorney's fees incident to
any of the foregoing, resulting from or relating to the assets and/or
liabilities of Quantum Learning Systems, Inc. which have been transferred to
INTERCOAST FINANCIAL, INC., a Florida corporation, under that certain
Acquisition Agreement dated April 30, 1996, which closed effective on August 5,
1996. This indemnification shall be effective from April 30, 1996 and shall
specifically include, but not be limited to the following:
(i) against any and all liability, damage or deficiency, actions, suits,
proceedings, demands, assessments, judgments, costs and expenses including
attorney's fees incident to any of the foregoing, whatsoever including to the
extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such loss, liability, claim,
damage and expense whatsoever; and
(ii) against any and all expense whatsoever (including the fees and
disbursements of counsel chosen by COSTA RICA INTERNATIONAL, INC.) reasonably
incurred in investigating, preparing or defending against any litigation, or
investigation or proceeding, including but not limited to, by any
governmental agency or body, commenced or threatened, or any other claim
whatsoever based upon any such loss, liability, claim, damage and expense
whatsoever.
Each Indemnified Party shall give prompt notice to each Indemnifier of any
action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify each Indemnifier shall not relieve it from
any liability which it may have otherwise than on account of this Indemnity. An
Indemnifier may participate at its own expense in the defense of such action.
In no event shall an Indemnifier be liable for the fees and expenses of more
than one counsel for all indemnified parties in connection with any one action
or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances.
<PAGE>
If the indemnification provided for herein is unavailable to or
insufficient to hold harmless an Indemnified Party hereunder in respect of
any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each Indemnifier shall in lieu of indemnifying such
Indemnified Party contribute jointly and severally to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof). The amount paid or payable by
the Indemnified Party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above shall be deemed
to include any legal or other expenses to which such Indemnified Party is
entitled hereunder.
IN WITNESS WHEREOF, the parties hereby execute this Indemnification this
30th day of September, 1996.
INDEMNIFIERS:
INTERCOAST FINANCIAL, INC.
By ///Signed///
-------------------------------------
Authorized Officer
///Signed///
---------------------------------------
James K. Isenhour
Individually
STATE OF SAN JOSE )
) SS:
COUNTY OF LA URUCA )
REPUBLIC OF COSTA RICA
On this 30 day of September, 1996, before me, a Notary Public, personally
appeared J. Kirk Isenhour who acknowledged that he executed the above
instrument in the capacities as set forth therein.
///Signed///
---------------------------------------
NOTARY PUBLIC
My Commission Expires: Duly in exercise
<PAGE>
EXHIBIT D
LIABILITIES AND CONTINGENCIES
NONE
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 5,259,457
<SECURITIES> 26,419
<RECEIVABLES> 6,007,903
<ALLOWANCES> 147,723
<INVENTORY> 7,288,279
<CURRENT-ASSETS> 18,836,848
<PP&E> 46,249,894
<DEPRECIATION> 6,335,229
<TOTAL-ASSETS> 62,351,671
<CURRENT-LIABILITIES> 14,847,408
<BONDS> 0
0
0
<COMMON> 19,677
<OTHER-SE> 43,412,647
<TOTAL-LIABILITY-AND-EQUITY> 62,351,671
<SALES> 10,447,571
<TOTAL-REVENUES> 10,447,571
<CGS> 7,762,619
<TOTAL-COSTS> 1,882,206
<OTHER-EXPENSES> 461,875
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 391,866
<INCOME-PRETAX> 573,624
<INCOME-TAX> 184,103
<INCOME-CONTINUING> 389,521
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 389,521
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
