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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended September 30, 2004

OR

For the transition period from              to             

Commission file number: 0-18222

RICA FOODS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (305) 858-9480

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.  ¨

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  ¨    No  x

The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the Registrant, as of March 31, 2004, the last business day of the registrant’s most recently completed second fiscal quarter, computed by reference to the price at which the common equity was last sold on the American Stock Exchange on such date ($6.20) was $17,959,125.

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, December 22, 2004, was 12,864,321.

DOCUMENTS INCORPORATED BY REFERENCE

None.

RICA FOODS, INC.

TABLE OF CONTENTS

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PART I

ITEM 1. BUSINESS

Background

Rica Foods, Inc. (the “Company”) was incorporated under the laws of the State of Utah on February 6, 1986 and undertook a public offering of its securities in 1987. In April 1994, the Company changed its state of incorporation from Utah to Nevada.

Business of the Company

During the fiscal year ended September 30, 2004, the Company’s operations were principally conducted through two, wholly owned Costa Rican corporations, Corporacion Pipasa, S.A. (“Pipasa”) and Corporacion As de Oros, S.A. (“As de Oros”) and their respective subsidiaries. Effective October 1, 2004, As de Oros merged with and into Pipasa (the “Merger”). Pursuant to the Merger and in accordance with Costa Rican law, all assets, liabilities, rights and obligations of As de Oros were transferred to and assumed by Pipasa.

Prior to the Merger, Pipasa and As de Oros, founded in 1969 and 1954, respectively, were the largest poultry companies in Costa Rica. Subsequent to the Merger, Pipasa is the largest poultry company in Costa Rica. According to information provided by the Costa Rican Chamber of Poultry Producers, Camara Nacional de Avicultores de Costa Rica (“CANAVI”), during the fiscal year ended September 30, 2004, Pipasa and As de Oros collectively comprised approximately 55% of the poultry market in Costa Rica, and based upon a poll conducted by the Company in August 2004, Pipasa and As de Oros collectively comprised approximately 37% of the animal feed market in Costa Rica. During the 2004 fiscal year, the main activities of Pipasa and As de Oros included the production and sale of fresh and frozen poultry, processed chicken products, commercial eggs and concentrate for livestock and domestic animals. All such activities continue to be carried out by Pipasa subsequent to the Merger. Both Pipasa and As de Oros have been in the poultry business for more than 30 years with more than 15 years of experience in exports. Planeta Dorado, S.A., a Costa Rican corporation wholly owned by As de Oros prior to the Merger and currently wholly owned by Pipasa, also operates a chain of 28 fried chicken quick service restaurants in Costa Rica called “Restaurantes As” and “Kokoroko”.

The Company’s subsidiaries own a total of 80 urban and rural outlets throughout Costa Rica, three modern processing plants and four animal feed plants. Due to similar business activities, the combined operations of the subsidiaries have traditionally permitted the Company to achieve operational efficiencies. The Company expects that the Merger will increase the Company’s branding, operating, administrative and marketing efficiency.

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, McDonalds, Quizno’s, Church’s Chicken, Denny’s, Tony Roma’s, Hardee’s, Kentucky Fried Chicken, Pizza Hut franchises, Price Smart, Taco Bell, Price Smart and Gerber Products companies.

The Company’s subsidiaries do not depend on the sale of any one product but rather offer a variety of products available at a range of prices and presentations. The Company produces and markets over 1,000 different products to meet consumer demands, which the Company believes represents an important strategic advantage.

Segments

Information regarding the Company’s segments for the last three fiscal years is set forth in Note 16 to the Company’s consolidated financial statements for fiscal year 2004, 2003 and 2002. 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. Poultry is a generic product, consumed at all social levels and is not defined by geographic markets. The Company’s brand name for broiler chicken, chicken parts, mixed cuts and chicken breasts is Pipasa(TM). Polls and consumer information gathered by the Company indicate that the majority of Costa Ricans eat chicken at least one to three times a week. Chicken is sold to institutional customers, schools, hospitals, hotels, supermarkets, restaurants and small grocery stores.

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, shrimp and domestic pets. The Company’s animal feed products are sold through the Ascan(TM), Aguilar y Solis(TM), Mimados(TM), Kan Kan (TM), Dog Pro^™, Salvaganado^™, Astrocan^™ 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), Dog Pro(TM), Kan Kan (TM), Astrocan^™ and Ascan(TM) brand names are targeted towards veterinarians, pet stores and supermarkets and are sold typically to consumers with medium to high income levels.

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By-products: By-products include sausages, bologna, chicken nuggets, chicken patties, frankfurters, salami and pate. The Zaragoza (TM) brand name includes chicken, beef and pork by-products. The Company’s chicken by-products are sold through the Kimby(TM), Tiquicia(TM), Chulitas(TM), Zaragoza(TM), Rocadinos^™ 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.

Exports: Subsidiaries of the Company export different products to all countries in Central America, Colombia and the Dominican Republic and make occasional exports to Hong Kong. The Company exports the majority of its products, including broiler chicken, by-products, animal feed and pet foods.

Quick Service: Corporacion Planeta Dorado, S.A. operates 25 restaurants (the “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. The Restaurants distinguish themselves from other quick service chains by offering dishes and using recipes and ingredients that 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.

Corporate Segment: Corporate is responsible for the treasury, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, income, expenses, gains and losses related to the overall management of the Company which are not allocated to the other reportable segments. These items include general and administrative expenses and the Company’s amortization of goodwill. This segment does not generate any revenue for the Company. See Note 16 of the Notes to Consolidated Financial Statements for corporate segment information.

Other: This segment includes sales of commercial eggs, non-recurring sales of fertile eggs, fertilizers and raw material, among others.

Distribution Network

The Company has a distribution fleet consisting of approximately 230 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 uses independent distributors to deliver larger quantities of animal feed to some of its customers.

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 rented by the Company. As of September 30, 2004, the Company had a customer database of approximately 23,000 customers who purchase products on a regular and occasional basis.

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 months from October to January, which fall in the first and second quarters of each fiscal year. This variation is primarily due to holiday celebrations that occur during these periods 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

Corn and soybean meal are the primary raw materials used as components for the Company’s products. Corn and soybean meal purchases for fiscal year 2004 represented approximately 45% of the total cost of goods sold and approximately 70% 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 of America 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. See Item 7 for a more detailed discussion of the Company’s forward purchasing contracts for raw materials. 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.

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The Company purchases its soybean meal from Industrias Oleaginosas, S.A. (“INOLASA”), a Costa Rican corporation, 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 suppliers located in the United States or South America. Thus far, the Company has never had to purchase soybean meal directly from suppliers other than INOLASA.

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, 2004, the Company had no material backlog of sales orders.

Competition

Although the Company is significantly larger and better established than any one of its domestic competitors, the Company believes it does face competitive pressures. The Company’s principal competitors are other vertically integrated chicken companies domiciled in Costa Rica, who the Company believes have a market share of approximately 45% of the broiler market. The Company believes that its experience, economies of scale, and brand recognition are the primary barriers to entry for other domestic competitors. 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, the Company believes foreign competitors would have to sell frozen chicken if they were to sell chicken in Costa Rica.

The Agriculture Ministry in Costa Rica together with the private industry sector of 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 World Trade Organization (“WTO”) (Formerly, General Agreement on Trade and Tariffs, (the “GATT”)). These agreements were reached at the Uruguay Round of the GATT negotiations, which are scheduled to end in 2004. Unless all of the WTO participants agree otherwise, the quotas and tariffs established for 2004 will continue to apply in subsequent years. The agreements provide for quotas and scaled tariffs, and permit only a limited quota for certain broiler chicken cuts to enter the Costa Rican market at a preferential duty. These agreements provide that for fiscal year 2004, only 1,285 metric tons (“MT”) of poultry meat and 150 MT of poultry by-products can be imported to Costa Rica from countries outside of the Central American Common Market. This quota is taxed at a rate of 34% for poultry, 29% for poultry sausages and 19% for poultry patties. Amounts in excess of these quotas are subject to a 150% tariff, except for whole chicken, patties and breast cuts, which are subject to a 40% tariff. Unless all of the WTO participants agree otherwise, the quotas and tariffs established for 2004 will continue to apply in subsequent years.

The United States is currently in negotiations with the Dominican Republic and five Central American countries, including Costa Rica, Guatemala, Honduras, Nicaragua and El Salvador, to establish a Central American Free Trade Agreement (“CAFTA”), which among other things, addresses the reduction of restrictions on the export of broiler meat by the United States to these Central American countries. The Costa Rican poultry industry has been actively participating in the CAFTA negotiations with respect to the establishment of quotas for chicken imports to Costa Rica. As of the date of this report, no agreement has been reached between Costa Rica and the CAFTA participants. All of the other CAFTA participants have reached an agreement with respect to quotas for poultry imports. Pursuant to such agreement, quotas for poultry imports will gradually increase over a period from approximately twelve to seventeen years.

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 help mitigate the effect of the devaluation of the colon. The Company believes it has reliable historical data on consumer reactions with respect to price increases and uses this information in its strategy to counteract the devaluation of the colon.

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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 October 30, 2004, the Company employed approximately 3,300 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 their employees. The Company believes that the success of the worker’s association, Asociacion Solidarista de Empleados de Rica Foods (“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 certain recreational facilities, healthcare and pension benefits as well as financial services to the Company’s employees. This association 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.

At the present time, labor laws in Costa Rica require all companies to make a severance payment under certain conditions. Pursuant to such laws upon an employee’s termination without cause death or retirement all companies in Costa Rica must make a payment equivalent to 5.6% of such employee’s yearly gross salary for every year of his employment up to 8 years of labor as part of a severance payment. An employee who resigns voluntarily or is terminated for cause forfeits his right to any severance benefit. Since 1991, the Company has waived the 8-year limit dictated by the labor law, and pays severance based on the total number of years of service. The Company is also required by Costa Rican law to deposit an additional 3% of each employee’s yearly gross salary into a pension fund.

The Company deposits every month in ASERICA 5.33% of each employee’s yearly gross salary as part of severance pay, and the employees are required to make a monthly deposit equivalent to 4% of their monthly salary as part of a savings program. In February of each year, ASERICA pays each employee 1.33% of the 5.33% deposited by the Company for such year. Amounts paid or transferred to ASERICA may not completely cover the severance payment at the time the employee leaves, since the severance payment calculation is based on the average of the last 6 months’ salary. Any remaining amount owed by the Company must be settled when the employee leaves the Company. As of September 30, 2004, the Company has recorded an accrual in the amount of approximately $211,861 for future severance payments, which has been included in accrued expenses. The Company believes this amount is adequate based on past experience.

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 25% and 1.1% of each employee’s monthly salary, respectively. The CCSS pays 60% 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.

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 certain budgeted levels, such entity will distribute a percentage of its net income to its employees (the “Incentive”). 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 preferential rates 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. The Company did not distribute any Incentives to its employees during the fiscal years ended September 30, 2004 and 2003, pursuant to the profit sharing program.

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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, 2004, there were no options outstanding under this Plan.

On November 29, 2004, the Board of Directors of the Company granted, effective October 15, 2004 (the “Grant Date”), a total of 120,000 options (the “Director Options”) to purchase shares of the Company’s common stock to two of its current directors. In addition, on the same date, as consideration for past services to the Company, the Company granted 10,000 options (collectively with the Director Options, the “Options”) to purchase shares of the Company’s common stock to one of its former directors. The Options vested upon issuance and are exercisable at any time during the period (the “Exercise Period”) commencing on the three month (3rd) anniversary of the Grant Date and terminating on the six month (6th) anniversary of the Grant Date (the “Expiration Date”).

The Options have an exercise price of $4.40 and the closing quoted market price per share on the date of grant was $5.21. The Company accounts for equity-based awards granted to employees and directors under APB No. 25 under which compensation cost is recognized for stock options granted below market value and amortized over the appropriate service period. The 120,000 options granted on October 15, 2004 to the two current directors have a value of $97,200 which will be amortized as compensation expense ratably over the fiscal year ended September 30, 2005. The Options granted to the former director have been accounted for in accordance with SFAS No. 123 using the fair value method of accounting, and accordingly, $12,825 pertaining to the 10,000 options granted to such former director have been accrued for as compensation expense in fiscal year 2004.

Poultry Raising Process

The poultry raising process starts with the import of one-day old breeder hens from the United States. After approximately 24 weeks the breeder hens reach reproductive maturity and begin laying fertile eggs. 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 grow-out contract farmers who raise the chicken to full size (for approximately 43 days).

The grow-out contract farmers are a group of 142 farmers who own their own land and facilities. These farmers have a long-term contract with the Company to raise the baby chicks to adult birds. During fiscal year 2004, grow-out contract farmers supplied approximately 70% of the total number of chickens needed by the Company. These farmers 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 grow-out contract farmers raise the chickens, they are regularly inspected for immune deficiencies, vitamin levels and general diseases. By working in conjunction with these grow-out contract farmers, the Company has greater flexibility to increase or decrease the number of chickens raised depending on the Company’s growth objectives.

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.

Costa Rica has been declared free of Newcastle Disease, and additionally, the Company has been implementing the guidelines of the Hazardous Analysis and Critical Control Points (“HACCP”). 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 2004, the Company did not make any significant investment in environmental projects.

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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.

Acquisitions and Potential Acquisitions

On December 27, 2004, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Industrias Avicolas Integradas, S.A (“Indavinsa”), a Nicaraguan corporation, pursuant to which the Company acquired all of the assets related to Indavinsa’s animal feed concentrate segment in exchange for (i) the Company’s cancellation of approximately $5.1 million of receivables owed by Indavinsa, which was the amount due to the Company from Indavinsa as of December 27, 2004, and (ii) an approximate $1.1 million account payable to Indavinsa by the Company. The primary assets acquired include an animal feed plant, including silos for storage of grain, grow-out farms for chickens and feedlot facilities for cattle. None of the acquired assets are encumbered based on background investigations performed on such assets. The Company believes that Indavinsa is the third largest producer of animal feed products in Nicaragua.

As of September 30, 2004, Indavinsa owed the Company an aggregate of approximately $6.6 million. In October 2004, the Company collected $2.0 million from Indavinsa (the “October Payment”). As a result of the October Payment and the cancellation of approximately $5.1 million of receivables owed by Indavinsa, as of December 27, 2004, pursuant to the Asset Purchase Agreement, it is the Company’s belief that the amount due from Indavinsa as of September 30, 2004, is not impaired.

The Company is continuing to explore the acquisition of a majority of the outstanding common stock of Avicola Core Etuba Ltda. (“Core”), a Brazilian corporation engaged in the production and distribution of poultry. If the acquisition is pursued, the Company would acquire the majority of the outstanding stock of Core from the Company’s Chief Executive Officer. The Company continues to closely evaluate the performance of Core to determine if, when and how the Company should integrate its business with Core. The Company has postponed indefinitely the acquisition of Core.

On February 20, 2003, Port Ventures, S.A. (“Port Ventures”) and As de Oros entered into a Stock Purchase Agreement pursuant to which As de Oros agreed to acquire from Port Ventures 2,040 shares of common stock (the “Shares”) of Logistica de Granos, S.A., representing 51% of the issued and outstanding shares of capital stock of Logistica, for a purchase price of US $2,580,000. During fiscal year 2003, As de Oros remitted approximately $1.4 million or 55% of the Purchase Price to Port Ventures (the “Remitted Payment”) in exchange for bills of exchange, recorded as part of other non-current assets on the Company’s balance sheet. The closing of the purchase and sale of the Shares is subject to: (i) the final grant by the Government of Costa Rica of the Concessions and (ii) the execution of definitive agreements between the Government of Costa Rica and each of the Port Companies regarding the construction and operation of Puerto Caldera. Port Ventures has agreed that As de Oros need not make any further payments pursuant to the Stock Purchase Agreement until the Concessions are finally ratified. The Company expects to obtain more information regarding when, and if, the definitive approval of the Government of Costa Rica is expected to be obtained during the second quarter of fiscal year 2005 and to re-evaluate its alternatives at such time.

As with any business acquisition, there can be no assurance that the Company will close these acquisitions and there can be no assurance that these acquisition efforts will prove to be beneficial to the Company even if the Company’s Board of Directors, Audit Committee and management team believe the Company should pursue a development or acquisition opportunity and successfully negotiate the contracts critical to such venture. The Company will continue to evaluate financial performance and giving the necessary collaboration in order to obtain the necessary judging elements to arrive to a definite decision.

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ITEM 2. PROPERTIES

The Company conducts its operations through its production facilities and executive offices, which are all located in Costa Rica. During the fiscal year ended September 30, 2004, all facilities were owned by the Company’s subsidiaries, Pipasa and As de Oros (the “Subsidiaries”). Following the Merger, Pipasa owns all of such facilities. The Company owns seven processing plants, two hatcheries, and various other grow-out farms, retail outlets, and restaurants. Among other things, the Subsidiaries have transferred or pledged substantially all of their real properties and personal assets, including, among other things, its processing plants, hatcheries, grow-out farms, restaurants and retail outlets to the Trust (as defined below) to secure outstanding indebtedness of the Company. The corporate offices of the Subsidiaries and the most important processing plants are located in the central valley of Costa Rica. Grow-out farms are located in urban and rural areas.

On September 22, 2003 the Company entered into a trust agreement (the “Trust Agreement”) pursuant to which it restructured certain of its debt obligations. The Company contributed or pledged substantially all of the assets of the Subsidiaries, except for the assets pledged to other lenders as discussed below, to a trust (the “Trust”), which, as of September 30 2004, secured the Subsidiaries’ obligations with respect to $16.5 million of indebtedness owed to four financial institutions (the “Participating Lenders”). On May 21, 2004, the Company entered into an amendment to the Trust Agreement (the “Modified Trust”). The Modified Trust may secure up to an aggregate amount of US$40.0 million of indebtedness, which indebtedness could take the form of loans, bonds, or other extensions of credit. The assets of the Modified Trust currently include real estate properties and their corresponding mortgages, registered equipment and certain intellectual property (trademarks and brand names) (the “Trust Assets”) of the Subsidiaries. All other types of assets previously in the Trust have been released from the Trust by the Trustee. Under the terms of the Trust Agreement, as amended, the appraised value of the Trust Assets must, at all times, be equal to or greater than 125% of the aggregate amount of the indebtedness secured by the Trust. So long as this 125% threshold is met and subject to certain other conditions set forth in the Modified Trust, the Subsidiaries may solicit the Trustee for the release of some of the Trust Assets. The Trust Agreement, as amended, provides that additional lenders may execute and become subject to the terms of the Trust Agreement if the value of the Trust Assets continues to be equal to or greater than 125% of the aggregate amount of the indebtedness secured by the Trust.

As of September 30, 2004, the Company had also pledged property, plant and equipment valued at approximately $5.3 million to secure the Subsidiaries’ obligations with respect to approximately $3.2 million in indebtedness owed to the Participating Lenders, which indebtedness is not secured by the Modified Trust. In addition, the Company has pledged property, plant and equipment valued at approximately $532,000 as of September 30, 2004 to secure the Subsidiaries’ obligations with respect to approximately $479,000 in indebtedness owed to a lender who was not a signatory to the Modified Trust.

Each of the Company’s business segments utilize most of the Company’s primary properties. The following contains descriptions of the principal facilities:

Production Area

The production area includes the following divisions: Animal Feed Production, Breeder, Hatcheries, Grow-out division, Broiler Processing, and By-products Processing. The production capacities are described below:

The Company owns four processing plants for its Animal Feed division. These plants perform activities that include grinding grains, mixing flour and packing different types of animal feed products. The facilities have a maximum capacity to produce an aggregate of approximately 397,000 tons of animal feed annually. On December 27, 2004, the Company purchased the animal feed concentrate segment of Indavinsa and, in connection with such purchase, acquired Indavinsa’s animal feed production facilities. The Indavinsa animal feed facilities have a maximum capacity to produce an aggregate of approximately 48,000 tons of animal feed annually. The assets acquired from Indavinsa also include 10 silos that have a capacity to store approximately 21,000 tons of grain. The Breeder division facilities are composed of galleys, which have a maximum capacity to produce approximately 58 million fertile eggs annually. The breeder hens are imported from the United States when they are one-day old. The Hatchery division consists of two incubation plants. The plants’ incubation and hatching halls can be expanded to increase production. The Company expects that these plants will fulfill production needs for many years. The incubation facilities produce approximately 43 million chicks annually. One day after birth, chicks are transferred to the Grow-out division. During this stage, the chicks receive three types of diet, according to growth requirements.

The growth stage lasts approximately 43 to 45 days. The Company owns 15 grow-out farms, and leases 142 contracted grow-out farms where owners of these farms provide service needed to grow the chicks. The Company transfers these farmers’ one-day old chicks, animal feed, and provides veterinary services, technical advice and other services. Once chicks reach a target weight, the Company pays the farmers an agreed upon fee for the chickens. The facilities’ production capacity is approximately 35 million chickens annually, which includes grow-out farmers. The Broiler division is divided into slaughter and pluck, coolers and retailers, packing and cuts and sub-products processes. The facilities have a maximum production capacity of approximately 60 million kilograms annually.

The By-products Processing division is divided into sausage, formed, packaging, oven and cooking areas. The facilities production capacity is approximately 11.2 million kilograms annually.

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Distribution

Distribution is conducted through retail outlets in Costa Rica, the majority of which are leased. There are a total of 25 restaurants, the majority of which are also leased.

Administrative Area

Administrative offices of the Company are located in La Ribera de Belen, Heredia, Costa Rica. The staff, administrative, marketing and financial headquarters of the Subsidiaries are located in La Ribera de Belen, Heredia, Costa Rica.

ITEM 3. LEGAL PROCEEDINGS

Pipasa was one of two defendants in a lawsuit brought in Costa Rica, pursuant to which the plaintiff in such action was seeking damages in an amount equal to $3.6 million. The other defendant in the litigation was Aero Costa Rica, S.A. (“Aero”), a corporation that, prior to entering into a receivership, was wholly owned by Mr. Chaves, the Company’s Chief Executive Officer.

In connection with this pending lawsuit, the plaintiff also brought suit against Pipasa in the State of California and the State of Florida. The California lawsuit was dismissed without prejudice.

On December 29, 2003, Pipasa entered into a settlement agreement (the “Settlement Agreement”) with Polaris Holding Company Polaris pursuant to which Mr. Chaves provided Polaris with a one-time payment in the amount of $1,950,000 (the “Settlement Amount”) in exchange for Polaris’ agreement to dismiss any and all litigation instituted against Pipasa and release any and all claims which they have or may have against Pipasa in connection with the litigation, except for any claim that may arise in connection with the Indemnification Obligation (as defined below). In addition, Polaris has agreed to release its security interest in the certain collateral, which is currently valued at approximately $5 million. Mr. Chaves has entered into an agreement with the Company pursuant to which he has acknowledged and agreed that his payment of the Settlement Amount is neither an equity investment in the Company nor a loan to the Company.

Pipasa has attempted to secure the participation of Aero in the settlement but Aero has been relatively unresponsive. As of the date of the Settlement Agreement, Aero had not yet agreed to participate in the settlement.

Because Aero has not agreed to participate in the settlement, as a condition of the Settlement Agreement, Pipasa agreed to enter into an indemnification agreement with Polaris pursuant to which Pipasa has agreed to indemnify Polaris in the event that Aero initiates any claims against Polaris (the “Indemnification Obligation”). The parties have filed the definitive settlement documents with the courts of Costa Rica. On November 3, 2004, the Florida lawsuit was dismissed with prejudice.

In January 2004, the receiver of Aero filed an appeal with the Costa Rican court seeking Aero’s direct participation in the settlement. The Aero receiver’s appeal was denied by the court on February 5, 2004. However, pursuant to Costa Rican law, the Aero receiver exercised its right to appeal the court’s denial of its appeal. After the appeal was again denied, the Aero receiver, pursuant to Costa Rican law, filed an additional appeal in the Costa Rican Ad Quem Court against the court’s denial. This appeal is currently pending with the Ad Quem Court.

Except for the legal proceedings discussed above, no legal proceedings of a material nature, to which the Company or the subsidiaries are a party, exist or were pending as of the date of this report. Except for the legal proceedings disclosed above, the Company knows of no other legal proceedings of a material nature pending or threatened or judgments entered against any director or officer of the Company in his capacity as such.

The Company is involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of the Company’s management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock has been listed on the American Stock Exchange (“AMEX”) under the symbol RCF since May 14, 1999 and prior to that date traded on the NASDAQ National market under the symbol RICA.

From January 21, 2003 to October 13, 2003, trading of the Company’s common stock on the AMEX was halted due to, among other things, the Company’s failure to file financial statements with the Securities and Exchange Commission and the AMEX that satisfied the AMEX’s continued listing standards. Following the Company’s submission of the appropriate financial statements and a compliance plan and discussions between the Company and the AMEX, the Company’s common stock resumed trading on the AMEX on October 13, 2003.

The price range per share, reflected in the table below, is the highest and lowest sale price for our stock as reported by the AMEX during each quarter of the last two fiscal years.

As of December 22, 2004, the Company had 12,811,469 shares of Common Stock outstanding and approximately 1,000 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 its 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.

Securities Authorized For Issuance Under Equity Compensation Plans

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On November 29, 2004, the Board of Directors of the Company granted, effective October 15, 2004 (the “Grant Date”), a total of 120,000 options (the “Director Options”) to purchase shares of the Company’s common stock to two of its current directors. In addition, on the same date, as consideration for past services to the Company, the Company granted 10,000 options (collectively with the Director Options, the “Options”) to purchase shares of the Company’s common stock to one of its former directors. The Options vested upon issuance and are exercisable at any time during the period (the “Exercise Period”) commencing on the three month (3^rd) anniversary of the Grant Date and terminating on the six month (6^th) anniversary of the Grant Date (the “Expiration Date”).

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data presented below should be read in conjunction with the consolidated financial statements and related notes, Management’s Discussion and Analysis of Financial Condition and Results of Operations and the other financial information included elsewhere in this Form 10-K. The data as of September 30, 2004 and 2003 and for the fiscal years ended September 30, 2004, 2003 and 2002, are derived from the Company’s audited consolidated financial statements for fiscal years 2004, 2003 and 2002 included elsewhere in this Form 10-K. The data as of September 30, 2002, 2001 and 2000 and for the fiscal years ended September 30, 2001 and 2000 is derived from the Company’s audited financial statements not included in this Form 10-K.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Management is responsible for preparing the Company’s consolidated financial statements and related information that appears in this Form 10-K. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and reasonably present the Company’s consolidated financial condition and results of operations in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Management has included in the Company’s consolidated financial statements amounts that are based on estimates and judgments, which it believes are reasonable under the circumstances. The Company maintains a system of internal accounting policies, procedures and controls intended to provide reasonable assurance, at the appropriate cost, that transactions are executed in accordance with the Company’s authorization and are properly recorded and reported in the consolidated financial statements, and that assets are adequately safeguarded.

During the fiscal year ended September 30, 2004, the Company’s operations were principally conducted through two, wholly owned Costa Rican corporations, Pipasa and As de Oros and their respective subsidiaries. Effective October 1, 2004, As de Oros merged with and into Pipasa (the “Merger”). Pursuant to the Merger and in accordance with Costa Rican law, all assets, liabilities, rights and obligations of As de Oros were transferred to and assumed by Pipasa. The Merger was accounted for as entities under common control, whereby Pipasa recognized the assets and liabilities of As de Oros that were merged at their book value as of the date of the Merger (i.e., there has been no step up in basis). In addition, the Company will continue to include at the consolidated level, the remaining goodwill that resulted from the Company’s initial acquisition of As de Oros, which acquisition was accounted for under the purchase method of accounting. Accordingly, the Merger will not have any effect on the consolidated financial statements of the Company. As of the date of the Merger, all of As de Oros’ issued preferred shares had been repurchased, and there was no minority interest outstanding in As de Oros.

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The Company is the largest poultry company in Costa Rica, and is among the largest producer and distributor of animal feed in Costa Rica. The Company, through its subsidiaries, also owns and operates a chain of quick service restaurants in Costa Rica operated under the name “Restaurantes As” and “Kokoroko”.

Seasonality

The Company has historically experienced and has come to expect seasonal fluctuations in net sales and results of operations. The Company has generally experienced higher sales and operating results in the months from October to January, which fall in the first and second quarters of each fiscal year. This variation is primarily due to holiday celebrations that occur during these periods in which Costa Ricans prepare traditional meals that include dishes with chicken as the main ingredient. The Company expects this seasonal trend to continue for the foreseeable future.

Fiscal Year 2004 compared to Fiscal Year 2003

For the year ended September 30, 2004, the Company generated a net loss applicable to common stockholders of $3,473,935 ($0.27 losses per share) compared to a net loss applicable to common stockholders of $930,396 ($0.07 losses per share) for the year ended September 30, 2003.

For the year ended September 30, 2004, Sales and Cost of Sales increased by 8.29% and 14.54%, respectively. During the 2004 fiscal year, the Company realized an increase in sales in each operating segment, especially sales in the animal feed, by-products, exports and other segments. The Company believes the overall increase in sales is primarily attributable to increased marketing efforts, higher sales prices and an improvement in distribution logistics. Although sales increased in each segment in fiscal year 2004, Management cannot assure that this trend will continue in the future.

The increase in the Cost of Sales was primarily the result of:

For fiscal year 2004, the cost of corn and soybean meal increased by approximately 17.60% and 46.42%, respectively, when compared to the cost of such products for fiscal year 2003. Cost of Sales as a percentage of Sales was higher in fiscal 2004 (75.62%) than fiscal 2003 primarily due to the increased cost of imported raw material.

In July 2004, the Company entered into forward contracts with certain of its corn suppliers for the purchase of approximately $6.9 million of corn. Deliveries under such corn forwards contracts commenced in November 2004. The Company estimates that this supply of corn will satisfy the Company’s needs for approximately four months. Pursuant to these corn forwards contracts, the Company is generally required to make payments under the contract fifteen days prior to the date of shipment. The Company expects to make such payment with funds from operations or short-term financing.

In addition, in July 2004, the Company entered into forward contracts with INOLASA for the purchase of approximately $5.24 million of soybean meal. Deliveries under such soybean meal forwards contracts commenced in November 2004. The Company estimates that this supply of soybean meal will satisfy the Company’s needs for approximately four months. Payments under these soybean meal forward contracts are due 22 days after receipt of the soybean meal. The Company expects to pay outstanding invoices with funds from operations or short-term financing.

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The following describes the performance by segment (in millions of U.S. dollars) for following fiscal years ending September 30, 2004, 2003 and 2002: