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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) February 3, 1997
COSTA RICA INTERNATIONAL, INC.
formerly known as QUANTUM LEARNING SYSTEMS, INC.
(Exact Name of Registrant as specified in its charter)
Nevada 0-18222 87-0432572
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Suite 301, 2525 S.W. 3rd Ave.
Miami, Florida 33129
(Address of principal executive offices, zip code)
(305) 365-5820
(Registrant's telephone number, including area code)
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. Changes in Control of Registrant.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
As of February 3, 1997, the registrant formally dismissed T. Alan
Walls, CPA as its principal accountant to audit its financial
statements. In the past two years, the accountants did not
contain an adverse opinion or disclaimer of opinion, and was not
modified as to uncertainty, audit scope or accounting principles.
The registrant had no disagreements with its former accountant on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if
not resolved to the former accountant's satisfaction, would have
caused him to make reference to such subject in connection with
his report. The decision to change accountants was approved by
the Board of Directors of the registrant on January 16, 1997.
The registrant has requested that Mr. Walls furnish a letter to
the Commission stating whether he agrees with the statements made
in the foregoing paragraph and that such letter be delivered
within 10 business days after the filing of this Form 8-K.
As of February 3, 1997, the registrant has engaged KPMG Peat
Marwick as its principal accountant to audit the registrant's
financial statements. The registrant's shareholders will have the
opportunity to approve the selection of KPMG Peat Marwick at the
upcoming Annual Meeting of Shareholders scheduled for March 21,
1997.
Item 5. Other Events.
Not Applicable
Item 6. Resignation of Registrant's Directors.
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information an
Exhibits.
Not Applicable
Item 8. Change in Fiscal Year.
Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COSTA RICA INTERNATIONAL, INC.
By: /s/ Calixto Chaves Zamora
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Calixto Chaves Zamora, Chairman
Dated: February 6, 1997
