UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934.
STERLING WORLDWIDE CORPORATION
(Formerly Koala Capital Corporation)
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-29 87-0438649
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2200 Northwest Boca Raton Boulevard, Suite 220
Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 367-8565
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its CURRENT REPORT on Form 8-K dated
August 27, 1996 as set forth in the pages attached hereto:
Closing document between Lauri Gladstone and Sterling Worldwide
Corporation. Page 3
Audited Financial Statements of Travelnet International Corporation and its
subsidiary Sterling Travel will be filed within the required time period.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STERLING WORLDWIDE CORPORATION
Date: January 29, 1996 /s/ Mark Colacurcio
Mark Colacurcio
President, Chairman of the Board,
Corporate Secretary and Director
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CLOSING DOCUMENT
This Closing Document and Agreement entered into this 24th day of December, 1996
by and between Lauri Gladstone (herein "Gladstone") and Sterling Worldwide
Corporation (herein "Sterling"). Sterling and Gladstone are referred to in this
document collectively as the "the Parties". Sterling Worldwide Corporation was
formerly known as Koala Capital Corporation.
NOW THEREFORE, in consideration of the mutual covenants and promises contained
herein, the Parties agree as follows:
1. Conclusion of Letter of Intent. Sufficient time having elapsed as provided
for in that certain Letter of Intent executed previously by and between the
Parties, wherein time was allotted for the Parties adequate due diligence
on the merits of the transaction proposed in the Letter of Intent and the
Parties hereby agree that their due diligence procedures rendered
satisfactory conclusions regarding the proposed transaction and the Parties
agree the conclusion of due diligence procedures and operations under the
Letter of Intent.
2. Closing of Agreement. Gladstone hereby delivers to Sterling shares of
Travelnet International (herein "Travelnet"), equaling not less than 80% of
the total issued and outstanding shares of Travelnet as of December 24,
1996 and Sterling hereby delivers to Gladstone 10,000,000 common restricted
shares of its common stock, which Gladstone accepts as adequate
consideration for the transfer of the shares of Travelnet and waives any
claims for any additional shares which may arise out of the structure
described in the original Letter of Intent between the Parties.
3. Instructions to Escrow Agent. The escrow agent is hereby instructed to
receive the shares from Gladstone of Travelnet and maintain the same in a
custodial capacity for the benefit of Sterling and he is instructed further
to deliver the shares of Sterling to Gladstone.
4. Structure of Travelnet. Upon execution of this Agreement, Sterling is now
the controlling shareholder of Travelnet and may direct the affairs of
Travelnet as it sees fit according to applicable rules, laws, and
regulations.
5. Structure of Sterling. Upon conclusion of this Agreement, Gladstone is now
the controlling shareholder of Sterling and she may direct the affairs of
Sterling as she sees fit according to applicable rules, laws, and
regulations.
NOW THEREFORE, the Parties hereto affix their signatures concluding and
finalizing the business combination of Travelnet International and Sterling
Worldwide Corporation pursuant to the terms in the Letter of Intent and the
terms of this Agreement.
Executed this 24th Day of December, 1996.
/s/ Lauri Gladstone
Lauri Gladstone
/s/ Mark Colacurcio
Sterling Worldwide Corporation
Mark Colacurcio
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