<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 8-K / A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of this amended report is November 12, 1997 to Form 8-K filed on October
28, 1997.
STERLING WORLDWIDE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<S> <C> <C>
NEVADA 33-55254-29 87-0438649
(STATE OR OTHER JURISDICTION) (COMMISSION FILE NUMBER) (IRS EMPLOYER I.D. NO.)
</TABLE>
1301 N. Congress Avenue, Suite 135,
Boynton Beach, FL 33426
(561) 732-1200
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
KOALA CAPITAL CORPORATION
2200 Boca Raton Blvd.,
Boca Raton, Florida 33431
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
The contents of Sterling Worldwide Corporation's ("Sterling" or the
"Company") Form 8-K, filed via EDGAR on October 28, 1997 are incorporated herein
by reference into this Form 8-K /A.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item number 1, above, except the first paragraph of Item 2,
which is amended as follows:
On August 2, 1997, the Company agreed to sell the Company's
operating subsidiaries, Travel Net Inc. and Sterling AKG Corp. to the Company's
majority stockholder, Laurie Doll Gladstone in exchange for the return to the
Company of all the shares of common stock of the Company owned by her. The
exchange was contingent, in part, upon the Company's obtaining a net worth of
$10,000,000 on or before October 1, 1997. The Company's accountants, on
September 30, 1997, confirmed that the value of assets as reported and
represented to them of the acquired group of companies holding titles to the
Fort Thomas Hotel, St. Kitts, WI was $9,545,000. The Company believes that with
the acquisition of said asset, substantial compliance with the agreement with
Ms. Gladstone was achieved. However, a dispute exist between the LaSalle Group
and Ms. Gladstone as to whether or not the condition has been met. LaSalle Group
believes that a compromise was reached whereby 1,000,000 shares of Wasatch
International Corporation common stock held in escrow would be released to Ms.
Gladstone in compromise of her possible claims and therefore, the Company
believes it has satisfied all conditions with the aforementioned acquisition of
the Fort Thomas Hotel and management of the Company has remained unchanged and
with designees of the LaSalle Group through the date of filing. Ms. Gladstone
may institute litigation to attempt to enforce the right she believes she
retains; however as of this filing, no litigation has been instituted.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
See Item number 1, above.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The accounting firm of Berkovits & Company, P.A. of Plantation, Florida
was appointed to replace Smith & Company, of Salt Lake City, Utah, effective May
21, 1997 when the Company moved its offices from Salt Lake City to Florida. The
Board of Directors
<PAGE> 3
approved the termination of Smith & Company as it felt the Company would be
better served by a accounting firm in closer proximity to the Company's offices
in Florida, particularly in view of the fact that Smith & Company does not have
an office in the State of Florida. There were no disagreements between
management and Smith & Company.
Smith & Company's report concerning the financial statements as of
December 31, 1994 and 1995 was filed with the Company's Form 10-K for the fiscal
year ending December 31, 1995. That report did not disclose any disagreements
with the Company or adverse opinions, disclaimer of opinions, nor was it
qualified or modified as to uncertainty , audit scope, or accounting principles,
as there were no such conditions or events to report. See Exhibit A attached
hereto.
ITEM 5. OTHER EVENTS.
See Item number 1, above.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Exhibit A Letter from Smith & Company
The Exhibits to the Company's Form 8-K filed on via EDGAR on October 28,
1997 are incorporated herein by reference into this Form 8-K /A.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STERLING WORLDWIDE CORPORATION
Date: November 12, 1997 By: /S/__________________________
Anne M.E. Greyling, Director and
President
<PAGE> 1
SMITH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: CRANDALL BUILDING SUITE 700
AMERICAN INSTITUTE OF 10 WEST 100 SOUTH
CERTIFIED PUBLIC ACCOUNTANTS SALT LAKE CITY, UTAH 84101
UTAH ASSOCIATION OF TELEPHONE: (801) 575-8297
CERTIFIED PUBLIC ACCOUNTANTS FACSIMILE: (801) 575-8306
- --------------------------------------------------------------------------------
November 12, 1997
SECPS LETTER FILE
U.S. Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, Northwest
Washington, DC 20549
RE: Sterling Worldwide Corporation - SEC File No. 33-55254-29
Ladies and Gentlemen:
We have read Item 4 of the 8-K/A for Sterling Worldwide Corporation, dated
November 12, 1997 and agree with the statements contained therein.
Very truly yours,
Smith & Company
By:__/S/______________
William R. Denney
