SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)  JULY 7, 1998

                         COSTA RICA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
                 (State or other jurisdiction of incorporation)

         0-18222                                            87-0432572
(Commission File Number)                       (IRS Employer Identification No.)

                            95 MERRICK WAY, SUITE 507
                           CORAL GABLES, FLORIDA 33134
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code      (305) 476-1757



          (Former name or former address, if changed since last report)


                               Page 1 of 3 Pages
<PAGE>


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         As of July 7, 1998, Costa Rica International, Inc. (the "Company")
dismissed KPMG Peat Marwick LLP as its principal accountant to audit the
Company's financial statements. During the Company's two most recent fiscal
years and during the period from October 1, 1997 through July 7, 1998, the
Company and its former accountant had no disagreements on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to the former accountant's
satisfaction, would have caused it to make reference to such subject in
connection with its reports. During the past two fiscal years, the reports of
the Company's former accountant contained no adverse opinions or disclaimers of
opinion, nor were any reports qualified or modified as to uncertainty, audit
scope or accounting principles, nor were there any other disagreements or
reportable events with the Company's former accountant as described in Items
304(a)(1)(iv) or (v) of Regulation S-K under the Securities Act of 1933, as
amended. The decision to change accountants was approved by the Board of
Directors of the Company on July 7, 1998.

         The Company engaged Arthur Andersen LLP as of July 7, 1998 by
resolution of the Board of Directors as its principal accountant to audit the
Company's financial statements. The Company's shareholders will have the
opportunity to approve the selection of Arthur Andersen LLP at their next annual
meeting for the fiscal year ended September 30, 1998.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

         None.

(b)      PRO FORMA FINANCIAL INFORMATION

         None.

(c)      EXHIBITS

         Exhibit 16   Letter regarding change in certifying accountant (to be
                      filed by amendment).



                               Page 2 of 3 Pages
<PAGE>



                                   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 thereunto duly authorized.

                                       COSTA RICA INTERNATIONAL, INC.

Dated:  July 14, 1998                  By: /S/ CALIXTO CHAVES
                                           ------------------
                                           Calixto Chaves
                                           President and Chief Executive Officer


                               Page 3 of 3 Pages
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{"company-data": {"conformed-name": "COSTA RICA INTERNATIONAL INC", "cik": "0000789881", "assigned-sic": "2015", "irs-number": "870432572", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-18222", "film-number": "98665950"}, "business-address": {"street1": "95 MERRICK WAY SUITE 507", "city": "CORAL GABLES", "state": "FL", "zip": "33134", "phone": "3054761757"}, "mail-address": {"street1": "95 MERRICK WAY SUITE 507", "city": "CORAL GABLES", "state": "FL", "zip": "33134"}, "former-company": [{"former-conformed-name": "QUANTUM LEARNING SYSTEMS INC", "date-changed": "19940517"}, {"former-conformed-name": "CCR INC", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)  JULY 7, 1998

                         COSTA RICA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
                 (State or other jurisdiction of incorporation)

         0-18222                                            87-0432572
(Commission File Number)                       (IRS Employer Identification No.)

                            95 MERRICK WAY, SUITE 507
                           CORAL GABLES, FLORIDA 33134
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code      (305) 476-1757

          (Former name or former address, if changed since last report)

                               Page 1 of 3 Pages
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         As of July 7, 1998, Costa Rica International, Inc. (the "Company")
dismissed KPMG Peat Marwick LLP as its principal accountant to audit the
Company's financial statements. During the Company's two most recent fiscal
years and during the period from October 1, 1997 through July 7, 1998, the
Company and its former accountant had no disagreements on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to the former accountant's
satisfaction, would have caused it to make reference to such subject in
connection with its reports. During the past two fiscal years, the reports of
the Company's former accountant contained no adverse opinions or disclaimers of
opinion, nor were any reports qualified or modified as to uncertainty, audit
scope or accounting principles, nor were there any other disagreements or
reportable events with the Company's former accountant as described in Items
304(a)(1)(iv) or (v) of Regulation S-K under the Securities Act of 1933, as
amended. The decision to change accountants was approved by the Board of
Directors of the Company on July 7, 1998.

         The Company engaged Arthur Andersen LLP as of July 7, 1998 by
resolution of the Board of Directors as its principal accountant to audit the
Company's financial statements. The Company's shareholders will have the
opportunity to approve the selection of Arthur Andersen LLP at their next annual
meeting for the fiscal year ended September 30, 1998.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)      FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

         None.

(b)      PRO FORMA FINANCIAL INFORMATION

         None.

(c)      EXHIBITS

         Exhibit 16   Letter regarding change in certifying accountant (to be
                      filed by amendment).

                               Page 2 of 3 Pages
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 thereunto duly authorized.

                                       COSTA RICA INTERNATIONAL, INC.

Dated:  July 14, 1998                  By: /S/ CALIXTO CHAVES
                                           ------------------
                                           Calixto Chaves
                                           President and Chief Executive Officer

                               Page 3 of 3 Pages