CONFORMED COPY
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
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PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 2, 1996
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QUANTUM LEARNING SYSTEMS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 0-18222 87-0432572
(State or other (Commission (IRS Employer
incorporation) File Number) Identification No.)
1111 SW 17TH STREET
OCALA, FLORIDA 34474
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(Address of principal executive offices, zip code)
(352) 620-8905
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(Registrant's telephone number, including area code)
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.
The Registrant, has entered into a letter of intent to acquire 100%
of Corporacion Pipasa, S.A. ("Pipasa"), a Costa Rican private company, in a
tax-free exchange. The Registrant will issue an aggregate of 25,600,000
common shares to the shareholders of Pipasa. A definitive agreement is
anticipated within thirty days. The closing of the transaction will be
subject to completion of due diligence by both parties and the approval by
shareholders of the transaction, which includes the authorization of
sufficient additional common shares to complete the transaction, approval of
the resignation of the current officers and directors and their replacement
by Pipasa management, the approval of the disposal of all current operations
of the Registrant in such manner as to estoppel any contingent liability, and
the change of the name of the Registrant to a name selected by Pipasa and
acceptable to applicable regulatory authorities.
Pipasa's main line of business is the production and marketing of poultry
products. Pipasa has audited net sales for the fiscal year ended September
20, 1995 of $57,396,036US, with net earnings of $3,272,475US. As of September
30, 1995, this company had audited total assets of $57,404,163US, total
stockholders' equity of $40,990,824US.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
Not Applicable.
ITEM 5. OTHER EVENTS.
Not Applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Not Applicable.
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUANTUM LEARNING SYSTEMS, INC.
By: /s/ JAMES K. ISENHOUR
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James K. Isenhour
Chairman of the Board
Dated: April 4, 1996