<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ----------------

                                  FORM 10-K/A

                          FOR ANNUAL AND TRANSITIONAL
                    REPORTS PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the fiscal year ended September 30, 2001

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                  For the transition period from           to

                       Commission file number:  0-18222

                               RICA FOODS, INC.
            (Exact Name of Registrant as Specified in Its Charter)

                 Nevada                                     87-0432572
    (State or Other Jurisdiction of                      (I.R.S. Employer
    Incorporation or Organization)                      Identification No.)


   240 Crandon Boulevard, Suite 150                            33149
        Key Biscayne, Florida                                (Zip Code)
  (Address of Registrant's Principal
         Executive Offices)

       Registrant's telephone number, including area code: (305) 365-9694

  Securities registered pursuant to Section 12(b) of the Act: None

  Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.001 per share

  Indicate by check mark whether the registrant (i) 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 (ii) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [_]

  The aggregate market value of the voting and nonvoting common equity held by
non-affiliates of the Registrant, as of the latest practicable date, April 4,
2002, was approximately $7,079,203.56.

  The number of shares outstanding of the Registrant's common stock, par value
$0.001 per share (the "Common Stock"), as of the latest practicable date, April
4, 2002, was 12,864,321. There are no shares of preferred stock of the
Registrant outstanding.
<PAGE>

                               RICA FOODS, INC.

                               TABLE OF CONTENTS



                                                                           Page
                                                                           ----

                                    PART I

Item 1  Description of Business........................................     3



                                    PART II

Item 5  Market for the Registrant's Common Stock and Related
         Stockholders Matters..........................................    13



                                       2
<PAGE>

                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

Background

  Rica Foods, Inc. (the "Company") was incorporated under the laws of the State
of Utah on February 6, 1986 under the name CCR, Inc. The Company undertook a
public offering of its securities in 1987. In 1994, the Company changed its name
to Quantum Learning Systems, Inc. and its state of incorporation to Nevada. On
August 5, 1996, the Company changed its name to Costa Rica International, Inc.,
and on May 29, 1998, the Company changed its name to Rica Foods, Inc., to better
reflect its core business.

  In April 1996, Corporacion Pipasa, S.A. and subsidiaries ("Pipasa"), a Costa
Rican corporation, entered into an agreement and plan of reorganization with the
Company, pursuant to which the Company acquired 59.56% of the common stock of
Pipasa. On December 7, 1999, the Company consummated the acquisition of the
40.44% remaining minority interest, such that, as of the date hereof, the
Company owns 100% of the common stock of Pipasa.

  On February 26, 1998, the Company consummated an agreement with Comercial
Angui, S.A., a corporation in Costa Rica to purchase 56.38% of the outstanding
common stock of Corporacion As de Oros, S.A. and subsidiaries ("As de Oros"), a
corporation in Costa Rica. On November 22, 1999, the Company consummated the
acquisition of the remaining 43.62% shares of common stock of As de Oros, such
that, as of the date hereof, the Company owns 100% of the common stock of As de
Oros.

Acquisitions and disposal of assets

  In October 2000, the Company entered into a stock purchase agreement (the
"Indavinsa Agreement") with Industrias Avicolas Integradas, S.A. ("Indavinsa"),
a Nicaraguan company engaged in the production and distribution of poultry and
animal feed concentrate products. Pursuant to the terms and conditions of the
Indavinsa Agreement, the Company agreed to acquire an 80% ownership interest in
Indavinsa in exchange for 100,000 shares of common stock of the Company and
$300,000 in cash payable at the closing of the transaction. The Company and
Indavinsa are currently in the process of renegotiating several material terms
and conditions of the Indavinsa Agreement. As of this date, the Company has not
scheduled a date for the closing of the transactions contemplated by the
Indavinsa Agreement.

  In October 2000, the Company announced it had reached an agreement with Stock
Management International ("SMI"), a British Virgin Islands corporation, to sell
an 81% controlling interest in the subsidiaries of As de Oros, Planeta Dorado,
S.A. and Corasa Estudiantes, S.A. (collectively, the "Restaurants"), in exchange
for a note receivable (the "SMI Agreement"). Pursuant to the terms and
conditions of the SMI Agreement, the Company would receive $4.05 million over a
five-year period, at an annual interest rate of 10.06%, payable every six
months. SMI would have a grace period of one year and would subsequently make
four annual payments to the Company in the amount of $1,012,500 each. In
addition, under the SMI Agreement, As de Oros would continue to supply poultry
products to the Restaurants for a period of 12 years. As of the date hereof, the
Company and SMI have mutually agreed to terminate the SMI Agreement. The Company
is currently negotiating the sale of the Restaurants with other third parties.

  In December 2000, the Company announced its intent to acquire a majority of
the outstanding common stock of Avicola Core Etuba, Ltda. ("Core"), a Brazilian
company engaged in the production and distribution of poultry products. In March
2001, the Company agreed to acquire a 75% stake in Core for $3.5 million, and an
option for the remaining 25% stake for $1.7 million. The Company expects to
close each of these transactions during fiscal year 2002.


                                       3
<PAGE>

Reverse Stock Split

  On December 15, 1998, the Board of Directors declared a 1 for 3 reverse stock
split (the "Split") of the Company's Common Stock to be effective on December
29, 1998. In connection with the Split, new certificates were issued and those
stockholders owning more than five shares of Common Stock on the Split date,
received one full share for each fraction of a share to which they would be
entitled. Each stockholder holding less than 5 shares of Common Stock, on the
split date, received a payment in cash for the fractional share held by each of
them, based on the mean of the bid and ask price on the effective date of the
Split. All share amounts have been restated to reflect the Split.

Financing

  In February 1998, the Company consummated the refinancing of a part of As de
Oros' and Pipasa's (collectively, the "Subsidiaries") debt through the issuance
of an aggregate of $20 million of the Company's 11.71% Series A Senior Notes and
Series B Senior Notes (the "Notes"). Principal payments on the Notes will be
made from January 15, 2001 through January 15, 2005 in five annual installments
of $4,000,000. These Notes were placed through Citicorp Securities, Inc. and
were purchased by Pacific Life Insurance, Co. and several of its subsidiaries
("Pacific Life") pursuant to a Note Purchase Agreement (the "Note Purchase
Agreement"). With the proceeds of these Notes, the Company repaid $8 million and
$12 million of the indebtedness of Pipasa and As de Oros, respectively. On
December 28, 2000, the Company and Pacific Life amended and restated the Note
Purchase Agreement (the "Amended and Restated Note Purchase Agreement"),
pursuant to which Pipasa and As de Oros became direct obligors of Pacific Life,
and the Company assumed certain obligations of the subsidiaries, but not as
guarantor. In accordance with the Amended and Restated Note Purchase Agreement,
the interest rate applicable to the Notes currently is 11.96%.

  On January 14, 2002, Pacific Life, the Company and each of the Subsidiaries
entered into a waiver agreement (the "Waiver"), pursuant to which Pacific Life
waived certain events of default that may have occurred under the Amended and
Restated Note Purchase Agreement. As the Company disclosed in its Form 8-K filed
on December 28, 2001, which is hereby incorporated by reference, the Company and
the Subsidiaries believe that an event of default may have occurred under (i)
Section 10.1 of the Amended and Restated Note Purchase Agreement as a result of
the making of loans to certain individuals and/or entities; (ii) Section
10.4(a)(iii) of the Amended and Restated Note Purchase Agreement due to the
Subsidiaries' failure to comply with a requirement that the ratio of
Consolidated Total Debt to Consolidated EBITDA (each such term as defined in the
Amended and Restated Note Purchase Agreement) at no time exceed a 3 to 1 ratio
during certain fiscal years; and (iii) Section 10.6(j) of the Amended and
Restated Note Purchase Agreement which requires that the Subsidiaries not incur
additional liens, under certain circumstances, in excess of .50 times
Consolidated EBITDA for fiscal year 2001. These breaches did not involve any
payment violation and, in fact, the Company is current on all payments due to be
paid to Pacific Life, as well as all other payments currently due to be paid to
other third party creditors of the Company. In addition, the Company expects to
make the next timely required payment under the Amended and Restated Note
Purchase Agreement in the amount of approximately $4.9 million during the first
half of January 2002. This will reduce the principal amount outstanding under
the Amended and Restated Note Purchase Agreement to $12.0 million, from the
original amount borrowed of $20.0 million.

During the second quarter of fiscal year 2001, the Company signed an engagement
letter (the "Engagement Letter") with the investment banking firm of Ladenburg
Thalmann & Co., Inc. ("Ladenburg").  Pursuant to the terms of the Engagement
Letter, Ladenburg was retained for one year to serve as the Company's exclusive
financial advisor in connection with the potential issuance by the Company of
debt or equity securities in excess of $10 million to entities located in the
United States, excluding Puerto Rico, including any debt restructuring and any
project financing.  During the fourth quarter of fiscal year 2001, the
Engagement Letter was amended and the investment banking firm of Morgan Lewis
Githens & Ahn was also engaged to provide certain services pursuant to the
Engagement Letter.


Public Offering of Preferred Shares in Costa Rica

  As de Oros was authorized by the Superintendencia General de Valores, the
official market and securities regulator in Costa Rica, to offer 1,000,000
shares of its preferred stock for an aggregate proposed purchase price of $20
million (the "Preferred Shares") in Costa Rica during fiscal year 2001. However,
due to a Costa Rican

                                       4
<PAGE>

government issuance of more than $250 million in bonds which decreased the
liquidity in the Costa Rican securities market, the Company cancelled the
proposed public offering of the Preferred Shares during the last quarter of
fiscal year 2001.

Business of the Company

     The Company's operations are largely conducted through Pipasa and As de
Oros, its two largest subsidiaries. Pipasa, founded in 1969, is the largest
poultry company in Costa Rica with a market share of approximately 50% of the
chicken meat market in Costa Rica, according to information provided by the
Costa Rican Chamber of Poultry Producers, Camara Nacional de Avicultores de
Costa Rica ("CANAVI"). The main activities of Pipasa include the production and
sale of fresh and frozen poultry, processed chicken products, commercial eggs
and concentrate for livestock and domestic animals. Pipasa has been in the
poultry business for more than 30 years with more than 15 years of experience in
exports.

     As de Oros, founded in 1954, is Costa Rica's second largest poultry
producer, comprising approximately 20% of the country's poultry market,
according to information provided by CANAVI and several Company surveys, and is
one of the leaders in the Costa Rican animal feed market with a market share of
approximately 28%. As de Oros subsidiaries' also operate a chain of 27 fried
chicken quick service restaurants in Costa Rica called Restaurantes As, and Don
Amado, operated by Planeta Dorado, S.A, a Costa Rican corporation. In October
2000, the Company entered into an agreement to sell an 81% ownership interest in
the subsidiary that owns the Restaurants. As of the date hereof, the Company has
terminated this agreement and currently continues to operate Restaurantes As and
Don Amado.

     The Company's subsidiaries own a total of 78 urban and rural outlets
throughout Costa Rica, three modern processing plants and three animal feed
plants. Due to similar business activities, the combined operations of the
subsidiaries permit the Company to achieve operational efficiencies.

     The Company promotes its brand names through advertisements and marketing
events and considers its subsidiaries to be among the most recognized Central
American chicken producers, supplying chicken in Costa Rica to Burger King,
Subway, Kentucky Fried Chicken and Pizza Hut franchises, Price Smart, Taco Bell
and Gerber Products companies. In addition, the Company, through its
subsidiaries, was selected by the McDonald's Corporation to be one of its
poultry suppliers for all of Central America. During fiscal year 2001, the
Company invested approximately $8.4 million in productive assets in its
subsidiaries, which is expected to increase efficiency and output.

     The Company's subsidiaries do not depend on the sales of only one product
but rather a diversity of products available at a range of prices and
presentations, which represent an important strategic strength of the
subsidiaries. The Company produces and markets over 700 different products to
meet consumer demands.

Segments

     Information regarding the Company's segments for the last three fiscal
years is set forth in the Note 15 to the Company's fiscal year 2001 audited
consolidated financial statements. Such information is incorporated herein by
reference. The following is a brief description of the main business segments of
the Company:

     BROILER CHICKEN: Poultry is a popular food item in Costa Rica because of
its easy preparation, nutritional value and low price when compared to other
available meats, according to information provided by the Junta de Fomento
Avicola, a Costa Rican governmental institution. The per capita consumption of
poultry in Costa Rica has increased from approximately 20.25 kilograms (44.6
lbs.) for the year 2000 to approximately 21.05 kilograms (46.3 lbs.) for the
year 2001, a 4% increase during the period. Poultry is consumed at all social
levels and is not defined by geographic markets. The popularity of poultry in
Costa Rica extends beyond broiler chicken and includes chicken by-products, such
as sausages and cold cuts. The Company's main brand names for broiler chicken,
chicken parts, mixed cuts and chicken breasts are Pipasa(TM) and As de Oros(TM).
Broiler chicken is a generic product that is directed at customers of all social
and economic levels. Polls and consumer information gathered by the Company
indicate that Costa Ricans eat chicken at least once a week. Chicken is sold to
institutional clients, schools, hospitals, restaurants and small grocery stores.
In Costa Rica, Pipasa

                                       5
<PAGE>

currently supplies Burger King, Denny's, Kentucky Fried Chicken, Pizza Hut
franchises, Outback Steakhouse, Price Smart, Taco Bell, Tony Roma's and Gerber
Products companies. The Company's subsidiaries have also been selected by the
McDonald's Corporation to be one of its poultry suppliers for all of Central
America.

     CHICKEN BY-PRODUCTS: Chicken by-products include sausages, bologna, chicken
nuggets, chicken patties, frankfurters, salami and pate. Chicken by-products are
one of the most profitable segments of the Company. The Company's chicken by-
products are sold through the Kimby(TM), Chulitas(TM), and As de Oros(TM) brand
names and are sold to all social and economic levels. These products are sold
mainly in supermarkets, and sales are predominantly driven by price. The
Kimby(TM) brand name is the leading seller of chicken by-products in Costa Rica.
During October 2000, the Company purchased the brand name Zaragoza(TM) from a
company in Costa Rica, and began to produce and distribute this product under
the Zaragoza brand name during fiscal year 2001.

     ANIMAL FEED: Animal feed is made with imported raw materials, such as corn
and soybean meal, along with the unused portions of chicken and other vitamins
and minerals. Animal feed is marketed for consumption by cows, pigs, birds,
horses and domestic pets. The Company's animal feed products are sold through
the Ascan(TM), Aguilar y Solis(TM), Kanin(TM), Mimados(TM) and Nutribel(TM)
brand names. Customers for the commercial animal feed brands are mainly large
wholesalers and high scale breeders. This customer group focuses on quality and
price. Products marketed through the Mimados(TM), Kanin(TM) and Ascan(TM) brand
names are targeted towards veterinarians, pet stores and supermarkets and are
sold typically to consumers with medium to higher income levels. The Company is
currently the leader in the animal feed market in Costa Rica, with a 28% market
share.

     QUICK SERVICE: Corporacion Planeta Dorado, S.A. and subsidiaries
("Restaurants") operate 27 restaurants located in rural and urban areas
throughout Costa Rica, including express delivery service in some restaurants.
This segment is comprised of quick service restaurants, which offer a
diversified menu of chicken meals. Restaurants distinguishes itself from other
quick service chains by offering dishes and using recipes and ingredients which
appeal to the taste of consumers in Costa Rica. The quick service restaurant
business is highly competitive in Costa Rica, as several other quick service
chains operate in Costa Rica.

     EXPORTS: Subsidiaries of the Company export different products to all
countries in Central America and the Caribbean and make occasional exports to
Hong Kong and Colombia. The Company exports mainly the Pipasa(TM), Mimados(TM),
Ascan(TM) and Kimby(TM) brand names.

     OTHER: This segment includes sales of commercial eggs, non-recurrent sales
of fertile eggs and sales of recycling material and raw material sales, among
others. "Other" sales make up less than 5% of total sales for fiscal year 2001.

Distribution Network

     The Company has a distribution fleet consisting of approximately 229
product distribution trucks and supervision vehicles. Poultry delivery trucks
are equipped with refrigeration chambers to ensure delivery of fresh products
daily, thus maintaining the Company's reputation for fresh quality products. In
addition, the Company used independent distributors to deliver larger quantities
of animal feed to some of its customers during fiscal year 2001.

     The Company's products are sold throughout Costa Rica, through owned or
leased delivery trucks, urban and rural retail outlets that may also be owned or
leased, supermarket chains and independent distributors. A majority of the total
distribution of the Company's products is conducted through the Company's urban
retail outlets and delivery trucks, with a smaller portion through rural
outlets. The remaining distribution is serviced through the Company's processing
plants. The retail outlets, mostly located in urban areas, are exclusively
dedicated to the sale of the Company's products and most of these outlets are
leased by the Company. The Company has a customer data base of over 44,000
customers comprised of active, occasional and non- active customers during
fiscal year 2001. The Company sold products to approximately 54% of the
customers in its data base.

                                       6
<PAGE>

Seasonality

     The Company's subsidiaries have historically experienced and have come to
expect seasonal fluctuations in net sales and results of operations. The
Company's subsidiaries have generally experienced higher sales and operating
results in the first and second quarters of the fiscal period. This variation is
primarily the result of holiday celebrations during this time of year in which
Costa Ricans prepare traditional meals, which include dishes with chicken as the
main ingredient. The Company expects this seasonal trend to continue for the
foreseeable future.

Raw Materials

     The primary raw material and main component for the Company's products
consists primarily of corn and soybean meal. Corn and soybean meal purchases
represent approximately 35% of the total cost of goods sold and 60% of raw
material costs. Historically, the Company has been able to obtain a satisfactory
supply of these materials.

     The Company imports all of its corn from the United States through the
Chicago Board of Trade ("CBOT") and uses commodity futures and forward
purchasing for hedging purposes to reduce the effect of changing commodity
prices on a portion of its commodity purchases. The price of corn and soybean
meal, like most grain commodities, is fairly volatile and requires constant and
daily hedging in order to minimize the effect of price increases on the
Company's profit margin. Changes in the price of corn can significantly affect
the Company's profit margin.

     The Company purchases its soybean meal through Industrias Oleaginosas,
S.A., a Costa Rican corporation ("INOLASA"), in which the Company holds a 10%
equity interest. In Costa Rica, there is an applicable 5% tax for soybean meal
imports, which is not levied if such imports are purchased through INOLASA. If
for any reason INOLASA cannot deliver the soybean meal to the Company, the
Company can buy its soybean meal directly from the CBOT. Thus far, the Company
has never had to purchase soybean meal directly from the CBOT.

Customer Relations

     The majority of the Company's customers are located in Costa Rica. No
single customer accounted for more than 10% of total consolidated sales, and the
Company believes that the loss of any single customer would not have a material
adverse effect on the Company's business.

Backlog of Orders

     As of September 30, 2001, the Company had no backlog of sales orders.

Competition

     In the past, the Company has not had any significant domestic competition.
However, during fiscal year 2001, domestic competition increased. The Company's
local market share also could potentially be threatened by foreign competition.
The Company believes that the likelihood of a threat by foreign competitors is
low for several reasons. First, the Company has a strong reputation for
producing high quality products at a reasonable price. Additionally, consumers
in Costa Rica prefer fresh chicken to frozen chicken. Due to transportation
constraints and distance, foreign competitors would have to sell frozen chicken
if they were to sell chicken in Costa Rica.

     The Agriculture Ministry in Costa Rica monitors all chicken entering the
country to prevent the spread of Newcastle Disease in Costa Rica. The market in
Costa Rica is also assisted by tariff agreements at the present time. Chicken
importers must pay duties as dictated by the General Agreement on Trade and
Tariffs ("GATT"). These agreements were reached at the Uruguay Round of the GATT
negotiations, which are scheduled to end in

                                       7
<PAGE>

2004, after which it is probable that similar negotiations will continue. The
agreements and current negotiations that are being carried out with the present
Costa Rican government provide quotas and scaled tariffs, and permit only
certain cuts to enter the Costa Rican market.

Pricing

     In Costa Rica, there are no laws against monopolies; however, there are
laws against monopolistic practices. Companies that have a dominant market share
in Costa Rica cannot arbitrarily increase prices in order to take advantage of
market position. Companies also are forbidden to work in conjunction with their
competitors in order to create price collusion.

     The Company's pricing strategies have been influenced by the devaluation of
the Costa Rican colon, economic conditions and the supply and demand of the
product in the market. Historically, the Company has consistently increased its
sales prices in order to mitigate the effect of the devaluation of the colon.
The Company believes it has excellent data on consumer reactions to price
increases and uses this information in its strategy to counteract the
devaluation of the colon. According to past experience, a significant price
increase leads to a temporary decrease in sales that lasts approximately two
months.

     During fiscal year 2001, the Company's pricing strategy was influenced
mainly by economic conditions which shifted the demand to lower priced products.
During fiscal year 2001, the colon devalued 6.79% and the Company increased its
prices by an average of 1.50%.

Marketing

     The Company has a division dedicated to marketing. The marketing
department's responsibility is to advertise the Company's various products and
brand names. In addition to television and radio advertisements, the Company's
distribution centers promote the Company's brand names by distributing posters,
T-shirts and hats with the Company's logo. In Costa Rica, the Company's brand
names commonly appear on billboards and bus stops. Other marketing techniques
used by the Company include packaging presentations, promotions and sponsoring
of special national events.

Research and Development

     The Company conducts continuous research and development activities to
improve the quality of the diet fed to poultry during their growing stage. The
annual cost of such research and development programs is less than one percent
of total consolidated annual sales and is expensed as incurred.

Employee Compensation and Incentives

     As of November 2001, the Company employed approximately 3,200 persons.

     The Company believes it has good relations with its employees. Private
companies in Costa Rica typically support their own workers' associations
instead of organized unions. These associations offer various benefits for the
employees associated. The success of the worker's association, Asociacion
Solidarista de Empleados de Pipasa, As y Afines ("ASERICA"), and the fact that
there has never been a strike at the Company's facilities, reflects the quality
of the management team and its ability to keep the Company's employees
satisfied. ASERICA provides recreational facilities, healthcare and pension
benefits as well as financial services to the Company's employees. This
association is located on land donated by Mr. Chaves and is among the largest
workers' associations in Costa Rica.

     Salaries in Costa Rica are increased twice a year as dictated by the
government in order to counterbalance the effect of inflation and increases in
the cost of living. The Company's policy is to increase the salaries of all
employees every six months to offset the effect of inflation. At the present
time, labor laws in Costa Rica require

                                       8
<PAGE>

all companies in Costa Rica to make a payment equivalent to 8.33% of an
employee's yearly gross salary for every year of employment, as severance to be
paid upon the termination of an employee. Current laws require the Company to
deposit 3% of the 8.33% into a pension fund. Of the remaining 5.33%, the Company
deposits 4% with ASERICA. Each employee is required to match the 4% payment by
the Company to ASERICA as part of a savings program. The remaining 1.33% is paid
each February by the Company directly to each employee. Any remaining amount
owed by the Company must be settled when the employee is terminated. The Company
settles severance pay when an employee is terminated and believes it is
reasonable based on past experience. As of September 30, 2001, the Company
provides severance pay in the amount of approximately $69,000 included in
accrued expenses.

     All employees in Costa Rica are protected by obligatory insurance with the
Caja Costarricense de Seguro Social ("CCSS") and the Instituto Nacional de
Seguros ("INS") which are the government's social security and insurance
programs, respectively. All companies in Costa Rica must pay the CCSS and the
INS 21% and 1.74% of each employee's monthly salary, respectively. The CCSS pays
70% of the employee's normal salary during the periods in which the employee is
unable to work. In addition to these benefits, employees must pay a total of 8%
of their monthly salary to the CCSS in order to receive healthcare, pension and
maternity care benefits, and 1% to the Banco Popular into an obligatory savings
account.

     Employees of the Company are provided with a profit sharing program. If
either one of the Company's subsidiaries has a successful year and generates
profits in excess of budgeted levels, that entity will distribute a percentage
of its net income to its employees. This incentive is calculated monthly and
distributed every two months. The Company encourages its employees to develop a
career with the Company, and accordingly, in conjunction with a local
university, the Company offers a business administration program for its
employees. The main goal of the program is developing the Company's future
management team. In addition, the Company's human resources department offers
in-house and outside training for its employees in various fields, in order to
assure quality in all areas.

     On May 29, 1998, the Company adopted the 1998 Stock Option Plan (the
"Plan"). Under the Plan, 200,000 shares of the Company's Common Stock are
reserved for issuance upon the exercise of options. The plan is designed to
serve as an incentive for retaining and attracting persons and/or entities that
provide services to the Company and its subsidiaries. As of September 30, 2001,
6,400 shares had been issued under this Plan and no options were outstanding.

Poultry Raising Process

     The poultry raising process starts with the import of one-day old parent
hens from the United States. Once these hens reach their egg-laying period,
which takes about 24 weeks, they produce fertile eggs, which are then incubated
in order to produce baby chicks. The hatching period lasts 21 days, which is
divided into 19 days in hatching machines and two days in birth chambers. These
baby chicks are inoculated to prevent diseases. The chicks are then brought to
the Company's own raising house or to independent integrated producers who raise
the chicken to full size (typically a seven week process) and provide basic
elements such as vitamins, formula and a balanced ration of feed.

     The integrated producers are a group of 167 farmers who own their own land
and facilities. The producers have a long-term contract with the Company to
raise the baby chicks to adult birds with an average weight of 2.02 kilograms
(approximately 4.5 lbs.). During fiscal year 2001, integrated producers supplied
approximately 58% of the total number of chickens needed by the Company. These
producers are paid according to the weight and quality of the chickens produced
and the mortality rate of the chickens raised. The Company provides veterinary
services and offers vaccines and chicken feed to the farmers at wholesale
prices. Regardless of whether the Company or the integrated producers raise the
chickens, the chickens are regularly inspected for immune deficiencies, vitamin
levels and general diseases. By working in conjunction with these integrated
producers, the Company has greater flexibility to increase or decrease the
number of chickens raised depending on the Company's growth objectives.

                                       9
<PAGE>

  Once the chickens reach the desired weight, they are taken to one of the
processing plants. At the processing plants, the chickens are slaughtered and
the meat packaged or processed to make chicken by-products. The Company believes
that its processing facilities are among the most sophisticated and largest in
the country. The plants' processing capacity is approximately 98 million
kilograms annually. Costa Rica has been declared free of Newcastle Disease, and
additionally, the Company recently adopted the guidelines of the Hazardous
Analysis and Critical Control Points ("HACCP"), which are expected to be fully
implemented in the near future. HACCP is a prevention-based food safety system
used widely throughout the food industry. It is a tool used to assess hazards
and to establish controls based on the prevention of food contamination. By
identifying critical points in the process flow that could lead to contamination
of food products and applying control measures at each point, the likelihood of
food borne illness is reduced. All new employees are trained as to the proper
procedures required in handling and preparing food.

Regulations

  The Company's poultry hatcheries and processing plants are subject to
regulation under Costa Rican law regarding cleanliness and health standards.
Exports of the Company's poultry products are regulated in the countries in
which the Company sells its products. The Company has strict sanitary processes
in order to provide consumers with product integrity, safety and quality and is
in compliance with all health regulations.

Environmental Compliance

  The Company has been and is practicing appropriate environmental policies such
as reforesting, processing and recycling of waste, producing organic fertilizer,
building oxidation lagoons and sewage treatment plants. The Company's compliance
with environmental laws and regulations relating to the discharge of material
into the environment or otherwise relating to the protection of the environment
has not had a material effect on the Company's financial position and results of
operations. For fiscal year 2001, the Company invested approximately $660,000 in
environmental projects, such as waste treatment facilities and sewage
processing. For the next fiscal period, the Company intends to invest
approximately $150,000 to improve its sewage treatment in the processing plant.

  At the present time, the Company is not subject to any material costs for
compliance with any environmental laws in any jurisdiction in which it operates.
However, in the future, the Company could become subject to material costs to
comply with new environmental laws or environmental regulations in jurisdictions
in which it might conduct business. At the present time, the Company cannot
assess the potential impact of any such potential environmental regulations.

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
        MATTERS

  The Company's Common Stock started trading on the American Stock Exchange
("AMEX") under the symbol RCF on May 14, 1999 and prior to that date traded on
the NASDAQ National Market under the symbol RICA. The following table presented
below sets forth the market price range of the Common Stock for each quarter
during the years ended September 30, 2001 and 2000, based on the high and low
closing sale prices as reported on the AMEX and NASDAQ prior to the transfer to
AMEX. Such high and low sales prices reflect inter-dealer prices without retail
markup, markdown or commission and may not necessarily represent actual
transactions.

                                      10
<PAGE>

                                                                 Market Price
                                                                     Range
                                                                ---------------
                                                                 High     Low
                                                                ------- -------

                          FISCAL YEAR 2001
     First Fiscal Quarter (10/1/00 to 12/31/00)................ $ 4.550 $ 3.600
     Second Fiscal Quarter (1/1/01 to 3/31/01).................   5.150   2.650
     Third Fiscal Quarter (4/1/01 to 6/30/01)..................   5.375   2.400
     Fourth Fiscal Quarter (7/1/01 to 9/30/01).................   4.600   3.600

                          FISCAL YEAR 2000
     First Fiscal Quarter (10/1/99 to 12/31/99)................ $12.000 $10.875
     Second Fiscal Quarter (1/1/00 to 3/31/00).................  25.500  12.250
     Third Fiscal Quarter (4/1/00 to 6/30/00)..................  28.125  20.250
     Fourth Fiscal Quarter (7/1/00 to 9/30/00).................  23.938  11.625


  As of December 15, 2001, the Company had 12,816,569 shares of Common Stock
outstanding and approximately 1,500 holders of record of such stock, and no
shares of preferred stock were outstanding as of that date.

Dividends

  The Company has never paid any dividends on its Common Stock. The Company does
not anticipate paying cash dividends on Common Stock in the foreseeable future
based on its expected operating cash flow requirements (see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources"). The Nevada General Corporation
Law prohibits the Company from paying dividends or otherwise distributing funds
to its stockholders, except out of legally available funds. The declaration and
payment of dividends on the Company's Common Stock and the amount thereof will
be dependent upon the Company's results of operations, financial condition, cash
requirements, future prospects and other factors deemed relevant by the Board of
Directors. No assurance can be given that the Company will pay any dividends on
Common Stock in the future.

  During fiscal year 2001, the subsidiaries of the Company did not declare any
dividends to its common stockholders.

  On December 23, 1999, the Board of Directors of Pipasa declared a dividend of
637,000 series "TCA" shares of preferred stock of Pipasa, valued at $2,143,626,
to common stockholders of record as of September 30, 1999. Pipasa distributed
379,398 shares to the Company and 257,602 to Inversiones La Ribera, S.A. in
accordance with the ownership of Pipasa's common stock as of September 30, 1999.
The dividends distributed corresponded to earnings pertaining to the year ended
September 30, 1999.

  Immediately after the issuance of the 637,000 shares of preferred stock,
Pipasa repurchased such stock for an amount equal to the value of such
repurchased stock, or $2,143,626, from the stockholders. The stockholders then
used the proceeds of the repurchase to pay off certain outstanding debts with
Pipasa. Accordingly, outstanding debts from Inversiones La Ribera, S.A. and the
Company amounting to $1,276,743 and $866,882, respectively, were paid off.

  On December 23, 1999, the Board of Directors of As de Oros declared a dividend
of 590,000 series "TCA" shares of preferred stock of As de Oros, valued at
$1,983,327 to common stockholders of record as of September 30, 1999. As de Oros
distributed 332,642 shares to the Company and 257,358 shares to Comercial Angui,
S.A. in accordance with As de Oros' ownership of common stock as of September
30, 1999. The dividends distributed corresponded to earnings pertaining to the
year ended September 30, 1999.

  Immediately after the issuance of such preferred stock, As de Oros repurchased
a portion of the preferred stock issuance for an amount equal to the value of
such repurchased stock, or $881,273, from the stockholders.

                                      11
<PAGE>

The stockholders used the proceeds of the purchase to pay off outstanding debts
with As de Oros. As de Oros paid off outstanding debts from Inversiones La
Ribera, S.A. and the Company, amounting to $537,896 and $343,377, respectively.

  During the year ended September 30, 1999, Pipasa distributed 510,565 series
"TCA" of preferred stock as dividends to its common stockholders, in the amount
of $1,929,766. During the year ended September 30, 1998, Pipasa distributed
282,958 series "TCA" shares of preferred stock as dividends to its common
stockholders, in the amount of $1,103,666.

                                      12
<PAGE>

                                  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.

                                          Rica Foods, Inc.


 Dated: April 5, 2002                   By:  /s/ Calixto Chaves
                                           --------------------------
                                                 Calixto Chaves
                                             Chief Executive Officer

  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.

Dated: April 5, 2002                    By:  /s/ Nestor Solis
                                           --------------------------
                                                 Nestor Solis
                                             Chief Financial Officer


Dated: April 5, 2002                    By:  /s/ Monica Chaves
                                           --------------------------
                                                 Monica Chaves
                                                    Secretary

                                      13