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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
COMMISSION FILE NO. 0-18222
COSTA RICA INTERNATIONAL, INC.
FORMERLY KNOWN AS
QUANTUM LEARNING SYSTEMS, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
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<S> <C>
NEVADA 87-0432572
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
95 MERRICK WAY, SUITE 507, CORAL GABLES, FLORIDA 33134
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 476-1757
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK $.001 PAR VALUE
(TITLE OF CLASS)
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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. Yes [x] No [ ]
Registrant's revenues for its most recent fiscal year: $70,018,094.
The aggregate market value of the voting stock of the Registrant held by
non-affiliates as of May 6, 1998 was approximately $22,493,449. A total of
13,329,451 shares were owned by non-affiliates as of May 6, 1998.
The number of shares outstanding of the Registrant's common stock, as of
the latest practicable date, May 6, 1998 was 22,256,454.
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 13. All documents
related to the reverse acquisition agreement disclosed in Part I, Item 1(a)
hereof have been previously filed.
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PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The executive officers and directors of the Company, their ages and present
positions held in the Company, as of September 30, 1997, are as follows:
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NAME AGE POSITION HELD
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Calixto Chaves Zamora 51 Chief Executive Officer, Chairman, President and Director
Lic. Jorge M. Quesada Chaves 48 Chief Financial Officer, Treasurer, Executive Vice President,
and Director
Monica Chaves Zamora 26 Secretary
The Hon. Luis G. Guinot 62 Director
Luis J. Lauredo 48 Director
Dr. Federico Vargas Peralta 64 Director
Alfred E. Smith IV 45 Director
(*) Oscar Barahona 81 Director
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(*) Mr. Barahona resigned from the Board of Directors on August 1, 1997 and will
be replaced in the following Annual Shareholders Meeting of the Company.
The Company's directors will serve in such capacity until the next annual
meeting of the Company's shareholders (scheduled to take place on Friday, May
29, 1998) 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, respectively. 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 has been the Chairman of the Board, President and
Chief Executive Officer of the Company since August 1996. Mr. Chaves Zamora also
is President of Corporacion Pipasa, S.A. ("Pipasa"), the Company's 59.56%-owned
Costa Rican poultry producing subsidiary that Mr. Chaves Zamora founded and has
worked at since 1969. Mr. Chaves currently serves on the Boards of Directors of
Central American Oils and Derivatives, S.A., a privately held Costa Rican
company, and the American Oleaginous Industry. Until 1997, he was the President
of Aero Costa Rica, S.A., a Costa Rican airline. From 1994 to 1996, he was a
member of the Board of Directors of Cerveceria Americana, a privately held Costa
Rican brewery. In 1994, Mr. Chaves served as an advisor to the Ministry of
Economic and Business Affairs of the Republic of Costa Rica.
LIC. JORGE M. QUESADA CHAVES has served as Chief Financial Officer,
Treasurer, and director of the Company since August 1996. Since 1991, he also
has served as the General Vice President of Pipasa. Until 1997, Mr. Quesada
Chaves served as a member of the Board of Directors of Banco Fomento Agricola,
a Costa Rican bank. Mr. Quesada Chaves obtained his degree in business
administration, with emphasis on public accounting, from the University of
Costa Rica in 1984.
MONICA CHAVES ZAMORA has served as Secretary, Investor Relations Manager,
and director of the Company since August 1996. Since 1994, Mrs. Chaves Zamora
has been a member of the Board of Directors of Pipasa. Since 1993, she has been
in charge of Pipasa's Special Investments Department. Mrs. Chaves Zamora joined
Pipasa as assistant manager of the company's Financial Division in 1991. Mrs.
Chaves Zamora received a B.A. in business administration from Saint Michael's
College, Vermont.
HONORABLE AMBASSADOR MR. LUIS GUINOT, JR. has served as a director of the
Company since March 1997. Since 1994, Mr. Guinot has been an attorney at the
law firm of Shapiro & Olander in Washington, D.C. From 1993 to 1994,
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Mr. Guinot was an attorney at the law firm of Swidler & Berlin in Washington,
D.C. From 1991 to 1993, Mr. Guinot served as United States Ambassador to the
Republic of Costa Rica. Mr. Guinot also has served as the Assistant General
Counsel of the United States Department of Agriculture and as Administrator of
the Office of the Commonwealth of Puerto Rico in Washington, D.C. Additionally,
Mr. Guinot has appeared as speaker and lecturer on United States-Latin American
Trade, North American Free Trade Agreement (NAFTA), and General Agreement on
Tariffs and Trade (GATT)-related matters, and he is the author of several
newspaper articles on the same subjects. Mr. Guinot is admitted to practice law
in the Commonwealth of Virginia and the District of Columbia, the Supreme Court
of the United States, the United States Courts of Appeals for the First and
Eleventh Circuits, the United States District Courts for the Southern District
of New York, the Southern District of Florida, and the Eastern District of
Virginia, and the United States Court of Military Appeals. Mr. Guinot also is a
fellow of the American Bar Foundation, is a former member of the United States
Presidential Commission on Civil Disorders (Kerner Commission) and is a former
member of the Board of Directors of the United States Legal Services
Corporation. Mr. Guinot is a recipient of the Order of Juan Mora (Silver Plaque)
by the Republic of Costa Rica, a civilian award bestowed by the Republic for
outstanding public service to the Republic. Mr. Guinot received his law degree
from the Catholic University of America's Columbus School of Law in Washington,
D.C. and a B.A. from New York University.
LUIS J. LAUREDO has served as a director of the Company since August 1996.
Since 1995, Mr. Lauredo has been the President of Greenberg Traurig Consulting,
Inc., an affiliate of the law firm of Greenberg Traurig Hoffman Lipoff Rosen &
Quentel, P.A. in Miami, Florida. United States President Bill Clinton recently
appointed Mr. Lauredo as the representative of the United States to the
Southern States Energy Board, an interstate agency that serves as the regional
coalition for energy and environmental issues for 16 states from Texas to
Maryland, as well as Puerto Rico. In 1994, Mr. Lauredo was the Executive
Director of the Summit of the Americas, the gathering of 34 Latin and North
American heads of state. From 1992 to 1994, Mr. Lauredo served as a
Commissioner of the Florida Public Service Commission, the Tallahassee,
Florida-based administrative agency that regulates the telecommunications,
electric, gas and water and sewer industries in Florida. Mr. Lauredo also has
served as Chairman of the International Relations Committee of the National
Association of Regulatory Utility Commissioners (NARUC), a committee aimed at
monitoring the globalization of utilities. Mr. Lauredo has represented the
President of the United States as Special United States Ambassador to the
inaugurations of the Presidents of Costa Rica, Venezuela, Colombia, and Brazil.
Mr. Lauredo also serves on the United States-Argentina Business Council, a
joint body appointed by the late United States Secretary of Commerce Ron Brown,
and Argentina Minister Domingo Cavallo. Mr. Lauredo received his B.A. from
Columbia University in New York City and attended the University of Madrid in
Spain and Georgetown University Law Center in Washington, D.C.
DR. FEDERICO VARGAS PERALTA has served as a director of the Company since
August 1996. Since 1963, Dr. Vargas has been a professor of economics and
social sciences at the University of Costa Rica in San Jose, Costa Rica. Since
1997, Dr. Vargas has served as a director of Banco Credito Agricola de Cartago
and Banco Internacional de Costa Rica, both publicly held Costa Rican banks.
Since October 1995, Dr. Vargas has served as a director of Pipasa. From 1993 to
1994, he was Chairman of the Legislative Section of the National Liberation
Party of Costa Rica. From 1990 to 1994, Dr. Vargas served as a congressman in
the Costa Rican Legislative Assembly. From 1985 to 1986, Dr. Vargas served as
Costa Rican Ambassador to the United States, and from 1985 to 1986, he served
as Costa Rican Ambassador to the Organization of American States. Dr. Vargas
obtained a B.A. in business administration from Nichols College in
Massachusetts in 1954, and a Ph.D. from the University of Colorado in 1967. He
has attended the Wharton School of Finance and Commerce at the University of
Pennsylvania.
ALFRED E. SMITH IV has served as a director of the Company since June
1994. Since 1994, he has been a partner-trader in the New York Stock Exchange
with CMJ Partners, a New York Stock Exchange member firm. From 1979 to 1994, he
was a partner of New York Stock Exchange member firm of Adler, Coleman & Co.,
Inc. Mr. Smith is a member of the Government Relations Committee of
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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.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the Company's directors and executive officers, and persons who
own more than ten percent of the Company's outstanding Common Stock, to file
with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of Common Stock. Such persons are
required by SEC regulations to furnish the Company with copies of all such
reports they file.
To the Company's knowledge, during the fiscal year ended September 30,
1997, none of the Company's directors, executive officers, and persons who own
more than ten percent of the Company's outstanding Common Stock engaged in any
trading of the Company's Common Stock. Accordingly, no filings under Section
16(a) of the 1934 Act have been made by such persons.
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ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the Summary Compensation Table for the Chief
Executive Officer of the Company and the four most highly compensated executive
officers other than the Chief Executive Officer who served as executive officers
at the end of the last completed fiscal year for the Company's subsidiary
Pipasa, due to the fact that the Company has, as of today, no compensation plan
for its officers or directors. No other compensation not covered in the
following table was paid or distributed by the Company to such persons during
the period covered. Directors receive no additional compensation for service on
the Board of Directors. In May 1994, Mr. Smith, an outside director of the
Company, 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 Company
approved the sale of 50,000 additional warrants to Mr. Smith and a total of
100,000 warrants to Mr. Douglas Brown, a former outside director of the Company.
Both warrant packages were for five years, at an exercise price of $0.10 per
share. The warrants could have been exercised anytime from August 1, 1995 to
August 1, 2000. Mr. Smith exercised his 100,000 warrants in December 1996 and
Mr. Brown exercised his 100,000 warrants in November 1996.
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION(1)
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SALARY OTHER ANNUAL
NAME AND MAIN POSITION YEARS COMPENSATION BONUS COMPENSATION(2)
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Calixto Chaves Zamora 1997 $ 104,477.00 0 $ 5,098.00
Chief Executive Officer 1996 94,780.65 0 3,864.09
1995 98,247.41 0 6,951.51
Lic. Jorge M. Quesada Chaves 1997 $ 72,221.00 0 $ 6,088.00
Chief Financial Officer 1996 64,621.97 0 4,616.88
1995 68,834.08 0 7,609.71
Jose Zamora Viquez 1997 $ 57,646.00 0 $ 4,930.00
Production Vice-President 1996 48,714.65 0 4,143.33
1995 47,647.22 0 6,681.19
Luis Varela Conejo 1997 $ 39,672.00 0 $ 2,230.00
Financial Director 1996 35,702.32 0 1,088.42
1995 34,040.30 0 2,453.24
William Alvarez Gonzalez 1997 $ 30,633.00 0 $ 6,150.00
Production Director 1996 26,821.36 0 800.44
1995 26,043.18 0 2,425.81
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(1) All compensation was paid in Costa Rican Colones by the Company's
59.56%-owned subsidiary, Corporacion Pipasa, S.A. All compensation in the
table above has been converted to United States Dollars at the then-current
exchange rate for Costa Rican Colones.
(2) Represents director's fees payable for acting as a director of Pipasa.
The Summary Compensation Table has been amended by the exclusion of the
third column which represented dividends paid on common and preferred stock of
Pipasa throughout each year. The third column has been excluded from the table
because it does not represent compensation earned.
(1) COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee members are Calixto Chaves Zamora and Jorge
Quesada Chaves. Calixto Chaves Zamora served as the Company's Chairman of the
Board, President and Chief Executive Officer for fiscal year 1997. Jorge Quesada
Chaves served as the Company's Chief Financial Officer, Treasurer, Executive
Vice President and as a director of the Company for fiscal year 1997. Mr.
Quesada received a salary of $72,221 for fiscal year 1997 as compensation for
his services provided as executive officer and director of the Company's
59.56%-owned Costa Rican subsidiary, Corporacion Pipasa, S.A.
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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.
CHIEF EXECUTIVE OFFICER
Dated: May 8, 1998 By: /s/ CALIXTO CHAVES ZAMORA
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Calixto Chaves Zamora
Chairman and President
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: May 8, 1998 By: /s/ JORGE M. QUESADA CHAVES
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Jorge M. Quesada Chaves
Treasurer
SECRETARY
Dated: May 8, 1998 By: /s/ MONICA CHAVES ZAMORA
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Monica Chaves Zamora
Secretary
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