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) October 15, 1996 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 (Commission (IRS Employer jurisdiction File Number) Identification of incorpor- No.) ation) 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) 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. See Item 5 below Item 3. BANKRUPTCY OR RECEIVERSHIP. Not Applicable Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not Applicable Item 5. OTHER EVENTS As of September 30, 1996, the Registrant closed the transaction with Corporacion Pipasa ("Pipasa") and has authorized the issuance of the initial shares in the transaction. As a result, approximately 15,573,571 shares have been issued in exchange for shares of Pipasa. Approximately 19,626,063 common shares will thereby be issued and outstanding. The remaining shares for the acquisition of Pipasa are expected to be acquired within the next twelve months. As a part of this transaction and at the same time as the initial shares of Pipasa were exchanged for the shares of the Registrant, the Registrant disposed of all present subsidiaries and assets of the Registrant by transferring these subsidiaries and assets to InterCoast Financial, Inc., a shareholder of the Registrant and a company controlled by Mr. James K. Isenhour, the Registrant's current Director, in exchange for 50,000 common shares of the Registrant which will be cancelled, plus an indemnification from Mr. Isenhour and InterCoast Financial, Inc. to indemnify and hold the Registrant harmless against any and all actions or liabilities resulting from the Registrant's past ownership of these subsidiaries and assets. The Registrant's main line of business, through Pipasa, is now the production and marketing of poultry products. 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. COSTA RICA INTERNATIONAL, INC. By: /s/ Calixto Chaves Zamora ----------------------------- Calixto Chaves Zamora Chairman Dated: October 15, 1996