UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 14, 1998
SUN QUEST HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
NEVADA 33-55254-29 87-0438649
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(State or other Jurisdiction) (Commission File Number) (IRS Employer I.D. NO.)
Nevada Corporate Services
1800 Sahara Desert, Suite 107
Las Vegas, Nevada 89104
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(Registered Agent's Address)
SUN QUEST HOLDINGS, INC.
Sun Quest Plaza, Suite 2000, 70025 Hwy 111
Rancho Mirage, CA 92270
(760) 328-8325
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(Address and Telephone number of Principal Executive Office)
Sterling Worldwide Corporation
153 St Johns Road, Tunbridge Wells, Kent, TN4 9UP
TEL: 44-1892-541747 FAX: 44-1892-541756
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(Former Name and Former Address)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
In August 1998, the Company's Fort Thomas Hotel in St. Kitts sustained
severe damage as a result of Hurricane George and ceased operations.
The original acquisition agreement provided for the vendors of the Fort
Thomas Development Company to make payment of the first mortgage
obligation of approximately $1,000,000 and the second mortgage
obligation of approximately $3,000,000 which the vendors failed to do.
The Company therefore elected to rescind the entire transaction and
delivered the shares of the Fort Thomas Development Company Ltd to the
vendors' attorneys and made demand on the vendors to return to the
Company the shares of common stock issued pursuant to the stock
purchase agreement. As a consequence as of December 31, 1998, the
Company wrote off its entire investment in the Fort Thomas Resort Hotel
and abandoned plans to redevelop the adjoining property as a Resort
condominium project.
In October 1998, the Company issued 40,000,000 shares of common stock
to Sun Development Company N.V., an Aruba Corporation ("Sun Aruba") and
issued 25,000,000 shares to Sun Capital Co. N.V. a Netherlands Antilles
Company ("Sun Capital"), a wholly-owned subsidiary of Sun Aruba, in
exchange for the majority ownership interest in Tierra Del Sol
Development and Management Company N.V. ("TDS") an Aruban corporation.
TDS at the time was a property development Company that owned and
operated the Tierra Del Sol Country Club and Resort, which was
comprised of a championship 18-hole golf course and a 580 acre master
planned residential community.
ITEM 3. BANKRUPTCY OR RECEIVABLE
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On January 2, 1998, the Company issued 800,000 shares of restricted
common stock to Robert Hubbard pursuant to a Consulting Agreement.
Fifty percent of the shares were delivered to Robert Hubbard
immediately and the remaining fifty percent are held in escrow by
Frohling, Hudak & McCarthy pending the completion of the consulting
work to be performed. That assignment was never completed and the
shares held in escrow were cancelled.
On January 14, 1998, the Company delivered 50,000 shares of common
stock to Attorney Alan Berkun pursuant to a Consulting Agreement and
Stock Option Plan, which was filed with the Commission as part of a
Form S-8 Registration Statement, dated October 29, 1997 (the
"Registered Plan"). Alan Berkun defaulted on payment due to the Company
for the option price of the shares delivered to him under the Option
Plan. Litigation was filed by the Company against Mr. Berkun and
Lexington Capital, a broker/dealer involved in the transaction seeking
to recover the sum of $790,000.00 due on the option shares plus damages
sustained by the Company. The Company has not prosecuted this case
which was dismissed for lack of prosecution.
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On January 14, 1998, the Company issued 150,000 shares of common stock
to Linda Pellegrino, Esq., an Attorney with the Law Firm Frohling,
Hudak and McCarthy, pursuant to a Consulting Agreement. Linda
Pellegrino and her law firm provided legal services to the Company
during 1998.
On January 14, 1998, the Company issued 60,000 shares of common stock
to Vanguard Communications pursuant to a Consulting Agreement. In
conjunction thereto, Vanguard has introduced the Company to several
potential acquisition opportunities and has participated in negotiating
various agreements and reviewed businesses located in Florida on the
Company's behalf, in order to determine the economic viability of these
potential acquisitions. As of the date hereof, none of these
acquisitions have been consummated and all negotiations relating
thereto have ceased.
On January 18, 1998, Richard Gladstone, a consultant to the Company at
the time, exercised an option on 50,000 shares of common stock pursuant
to his 3-year existing Consulting Agreement and the Company's
Registered Plan. Mr. Gladstone is a former officer and director of the
company Sterling Worldwide Corporation, a predecessor of the Company.
On February 2, 1998, the Company agreed to increase the number of
shares due to Mountaineer Gas Transmission pursuant to an Agreement
whereby the Company acquired certain Oil and Gas Wells from
Mountaineer. The number of shares was increased by 638,000 shares. The
original agreement provided for 1,800,000 shares and with the increased
number of shares, the total number of shares issued to Mountaineer was
2,438,000 shares. This adjustment was made to compensate Mountaineer
Gas Transmission for the decline in the value of the Company's common
stock subsequent to the purchase of the wells, which was provided for
by the acquisition agreement.
On February 21, 1998, the Company issued 25,000,000 shares of Series B
Preferred Stock to various parties pursuant to a Stock Purchase
Agreement for the acquisition of Platinum Investments Limited
("Platinum"). Platinum is in the business of developing golf course
resorts in Europe and the Caribbean. On February 27, 1998, the Company
issued 4,900,000 shares of common stock to the vendors of the shares of
Platinum as partial consideration for the acquisition of 80% of the
issued and outstanding shares of Platinum Investments Limited. On March
11, 1998, the Company issued 4,000,000 shares of Series B Preferred
Stock to the Directors of Platinum as required under the related Stock
Purchase Agreement.
On February 23, 1998, the Company authorized the issuance of 95,000
shares of restricted common stock to Brisa Mar Trading and Holding Co.
as the consideration in exchange for a parcel of land identified as
Parcel C9, in the residential subdivision Tierra Del Sol, Aruba.
On February 27, 1998, the Company issued 15,000,000 shares of Series B
Preferred Stock and 7,500,000 shares of restricted common stock to
Arthur's Town Holding Company Limited as consideration on a purchase
contract for a tract of land located on Cat Island, the Bahamas. The
Company has been unable to obtain financing required to complete the
purchase of the land resulting in the termination of the purchase
contract. The Company has renegotiated the transaction and is seeking
certain joint venture rights to develop the land for the construction
of a 500-room ocean-front vacation ownership resort hotel, casino, two
eighteen-hole golf courses and a residential land subdivision of
approximately 2,000,000 lots. The Company is pursuing alternative
sources of financing in order to consummate the proposed joint venture
including the placement of a first mortgage-backed bond security debt
offering.
On March 3, 1998, the Company issued 3,544,000 shares of common stock
to Orange Lake Ltd. to secure a purchase contract for a tract of land
in Spain. This land is planned as a development site for a resort hotel
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project, to be known as Seria Pelada Hotel and Country Club. The
Company has been unable to obtain the financing and the land has
subsequently been sold to a third party. The Company is now negotiating
with the new landowner to acquire the land or for a Joint Venture of a
vacation ownership resort, hotel and golf course. The Company is
exploring alternative methods of financing the project. There is no
assurance that these negotiations will be successful.
On March 11, 1998, the Company approved the issuance of 5,000,000
Shares of Series B Preferred Stock to First Premium Alliance Holding
Ltd., to secure the deposit for a leasehold interest in the Buena Vista
Lodge and Hotel in Guancaste, Costa Rica. To date no formal agreement
has been entered into and the Company has terminated the transaction
and demanded return of the shares. To date the shares have not been
retained but have been cancelled on the books of the Company.
On March 17, 1998, the Company issued 150,000 shares of common stock to
Universal Holdings Limited for consulting services rendered to the
Company in respect of the Fort Thomas Hotel.
On March 17, 1998, the Company issued 150,000 shares of common stock to
Attorney Brian Frank for legal services rendered relating to a proposed
acquisition of a Hotel and Condominium project in South Africa.
On April 4, 1998, the Company issued 3,500,000 shares of common stock
to Rama Development Corp. ("Rama") for the acquisition of certain gold
ore claims with a represented net value of thirty five million dollars.
In exchange, Rama assigned certain claims to gold ore at the Conjego
Mine, Claim #112, Legal Description NW4NE4, section 15, Township 20
South, 17 West NMPM. The Company has reported the value of its
investment in these claims at par value for the shares issued.
On April 4, 1998, the Company issued 150,000 shares of common stock to
Valtec, Inc. as a consulting fee on the purchase of the Rama gold ore
claims.
On April 4, 1998, the Company issued 350,000 shares of common stock to
Growth Fund Partnership Inc., a Florida corporation, as a finder's fee
for the purchase of the gold ore claims from Rama.
On April 7, 1998, the Company issued 160,000 shares of common stock to
Alex Malvo in lieu of a cash refund from a deposit that was paid for
the benefit of the Company, to the prior owners of the Fort Thomas
Hotel & Resort in St. Kitts.
On April 7, 1998, the Company issued 1,000,000 shares of common stock
as a deposit to Thomas Conaero Guller, an attorney, who represents the
Sellers of a tract of land known as the Valle Grand Property located in
Spain. The Company has not obtained the required financing to complete
the purchase of the land. The Company intends to pursue its plans to
purchase the property and to develop a master planned golf community.
The project's plans call for a vacation ownership resort, a luxury
hotel, a thirty-six hole championship golf courses, an "European Golf
Hall of Fame" and sports complex comprising Olympic swimming facilities
and 16 championship tennis pavilions. The project has preliminary
zoning concept approval for at least 7,000 residential and vacation
home sites and condominiums to be developed in several phases over a
ten-year period. The Company is pursuing financing arrangements such as
a Euro bond offering with credit enhanced by an AA rated Insurance
Company, and/or by possible European Economic Commission financing
programs which might be available. There is no certainty that this
transaction will ever be consummated, or if consummated, that the
planned community will ever be built or be profitable.
On May 12, 1998, the Company issued 1,000,000 shares of common stock to
Hans Kooring, an investor in an affiliated Company. In exchange, the
Company received the rights from a related party to the transfer of 70
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acres of developable land in the Bahamas. The rights to the land are
subject to the completion of the final probate of the "Effie Knowles
Estate" in the Bahamas Supreme Court, of which there is no assurance.
On May 13, 1998, the Company delivered 200,000,000 shares of common
stock to a London and Dubai financing company. These shares were to be
held as collateral for a loan. The lender, Star Financial, failed to
fund the loan. Mr Basha failed to return the shares as provided for in
the Stock Bailment and Trust Agreement. Taking into consideration the
two hundred for one reverse stock split, the number of shares held has
been reduced to 1,000,000 one million shares. Since there has been a
failure of consideration for the transaction, and the Company has not
received any benefits for the shares, the Board of Directors approved a
resolution revoking the issuance of these shares and placed a stop
transfer order with the transfer agent, cancelling the shares.
On May 13, 1998, the Company delivered 1,000,000 shares of common stock
to Harjit Singh for consulting services provided to the Company
relating to his efforts to obtain financing for the Cat Island Bahamas
and Spanish Resort Development projects as well for providing
consulting services and preparing loan application packages for
financing the acquisition of two Leisure Companies known as Sailing
Away and Onnassis SA.
On May 26, 1998, the Company approved the issuance of 30,000,000 shares
of common stock to Dr. Hans Peter Beck as security for a loan to be
advanced. A financial guarantee was provided by Growth Fund Partnership
Inc. in favour of Redwood Financial, a Swiss Finance Company. Redwood
Financial failed to fund the loan. On March 11, 1999, the Growth Fund
Guarantee was withdrawn and irrevocably cancelled. On March 12, 1999,
the Company notified the Trustee in Switzerland and demanded the shares
be returned from escrow to the Company's transfer agent. To date the
shares have not been received and the Company has filed a complaint
with the Swiss authorities.
On June 1998, the Company returned to Treasury for cancellation
1,000,000 shares of Series B stock previously issued to Dick Segal and
issued 1,000,000 shares of common stock in replacement as payment for
services rendered relating to design and printing work of corporate
logos, corporate brochures and presentation packages for the Company
and its Platinum Investments Ltd. Projects.
On July 15, 1998, the majority stockholder of the Company, pursuant to
Action Taken in Lieu of a Shareholder Meeting of the Nevada Statues
approved a 1 for 200 reverse-split of the Company's common stock and
authorized an amendment to the Articles of Incorporation to readjust
the Company's capital structure to provide for an authorized share
capital of 500,000,000 shares of common stock of $0.001 par value; a
Series A Preferred Stock, consisting of 10,000,000 shares with
super-priority voting rights of 100,000 votes per share of common
stock. The 490,000,000 shares of Series B Preferred Stock, remain
unchanged.
On July 31, 1998, the Company authorized the issuance of 200,000 common
shares to Hynford Holdings Limited in exchange for $20,000 to be
advanced by Hynford Holding Limited on the Company's behalf.
Approximately $10,000 has been advance and a further $10,000 will be
advanced to the Company for working capital purposes as required, but
to date has not been advanced.
In August, 1998, in a related party transaction, the Company approved
the issuance to Growth Fund Partnership Inc. of 8,000,000 shares of
Series B Preferred Stock in exchange for the acquisition of a Quit
Claim Deed to 1717 acres of land known as part of the Occidental
Forest, located in Swain County, North Carolina. The Company is a 50%
partner in the ownership and development of that land. The purchase
price for the entire project was $16,000,000 which was satisfied by the
issuance of the aforementioned Series B Stock and an $8,000,000
Promissory Note issued by La Salle Group Ltd, the Company's majority
stockholder. On November 11, 1998, the Company exchanged the Series B
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Preferred Stock for 10,000,000 shares of common stock. The Company has
been unable to verify the ownership rights of the land or obtain a
title insurance policy insuring title to the land. In the event that
the Growth Fund Partnership Inc. cannot substantiate this claim and
deliver marketable title to the land, the Company intends to rescind
the transaction and demand return of the shares by Growth Fund Partners
Inc. To date no resolution to this dispute has been reached.
On October 26, 1998, the Company assigned its rights to its 50%
interest in 50 oil/gas wells in West Virginia to Growth Fund
Partnership, Inc. in exchange for a purchase price of $8,000,000. The
consideration was 200,000 shares of Growth Fund Partnership Inc. issued
to the Company. In conjunction thereto, the Company issued a promissory
note of $15,000,000 and issued to Croton Securities and Investments
4,000,000 Series B Preferred shares in full and final settlement of all
Company obligations relating to the Joint Venture of the Mountaineer
Gas Transmission venture in Parkersburg, West Virginia.
On October 23, 1998, the Company authorized the issuance of 25,000,000
shares of common stock to Santorini Property and Management Trust, a
South African company engaged in the development and financing of a
land concession in Maputo, north-east of South Africa. In exchange for
the shares issued, the Company acquired an option to a 51% interest of
Santorini Financial Services Ltd. To date Santorini has been unable to
procure the concessions or arrange financing as required and on
November 7, 1999 the Company notified Santorini of it's intention to
terminate the agreement and demanded return of the 25,000,000 shares of
stock. To date, no further action has been taken on this matter.
On October 23, 1998, the Company issued 50,000,000 shares of common
stock to Asset Investment Management 1984 SA ("AIM"), a Swiss property
management and investment Company located in Nyon, Switzerland. The
Company is to receive 50% of the profits earned by AIM in its real
estate development and related activities in Switzerland, in exchange
for the issuance of these shares.
In October, 1998, the Company issued 2,000,000 shares of common stock
to Universal Holding Limited as compensation for a three year
management and consulting agreement regarding further development of
the Company's project in Aruba, the Tierra Del Sol master planned
residential community.
In October, 1998, the Company issued 600,000 shares of common stock,
200,000 shares each to Raymond Maduro, Valentine Holdings N.V., and
Aota N.V. in conjunction with those parties selling all of their shares
in Sun Development Company N.V. ("Sun") to Exchequer Investments Ltd.
("Exchequer"), a United Kingdom company, owned and controlled by Anne
Greyling the Company's President. The acquisition of the Sun
Development Company NV. by Exchequer, facilitated and enabled the
Company to acquire, on terms deemed favorable by the Company's then
Management, the Tierra del Sol Development and Management Company NV.
("TDS") in Aruba, from Sun in an exchange of stock (and non-cash
transaction). The Company has recorded the issuance of the 600,000
shares as an expense for the TDS acquisition transaction.
On November 4, 1998, the Company issued 500,000 shares of common stock
to Ameril Corporation ("Ameril"), a Florida corporation for the
acquisition of Jamaican Prepack pursuant to an agreement dated October
27, 1998. As of March 31, 1999, the Company agreed with Ameril to
rescind this transaction. Additionally, the Company and Ameril agreed
to work together to acquire American Foods International Corporation,
with a purchase price to be calculated on an earn-out basis of 10 times
pre-tax income as of the audited 12 months, January 1, 1999, through
December 31, 1999. To date this transaction has not been consummated
and there is no assurance that it ever will.
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On November 10, 1998, the Company issued of 3,121,488 shares of common
stock to Sun in exchange for 318 shares of TDS, which increased the
Company's ownership by 6% in TDS.
On November 11, 1998, the Company issued 20,000,000 shares of common
stock to Enex. Co. LLP ("Enex") pursuant to a Stock Bailment and Trust
Agreement, whereby Enex subscribed to purchase these shares for
$12,000,000. The subscription payment for the shares is contingent upon
the resale of the shares by Enex to one of Enex's clients, such as an
institutional purchaser or on the funding of a bank loan to be obtained
by Enex. To date this transaction has not been consummated and there is
no assurance that it ever will.
On November 25, 1998, the Company exchanged 8,000,000 shares of Series
B Preferred Stock, previously issued to Growth Fund Partnership Inc.,
for 10,000,000 shares of restricted common stock.
On December 4, 1998, the Company returned to treasury for cancellation
6,500,000 common shares, previously issued to Stamco 11.
On December 12, 1998, the Company issued 500,000 shares of common stock
to Sirio Brozzi pursuant to a written agreement, in exchange for 100
shares of TDS.
On December 12, 1998, the Company returned to treasury for cancellation
160,000 shares of common stock previously issued to Alex Malvo.
On December 7, 1998, the Company issued 7,038,388.15 shares of common
stock to Sun Capital N.V. ("Sun Capital"), a wholly-owned subsidiary of
Sun, in exchange for the assignment and transfer of Sun Capital's
rights to Sun's loan in the aggregate amount of $7,038,388.15 (the "Sun
Loan").
On December 7, 1998, pursuant to a written agreement with RDM Holding
N.V. ("RDM"), the Company assigned and transferred its rights to the
Sun Loan to RDM in exchange for the payment of $2,041,119,66 in cash.
The Company received payment from RDM on December 12, 1998.
Between December 14, 1998 and December 31, 1998, in a related party
transaction, the Company loaned and advanced to and on behalf of Sun
the sum of $657,000 for working capital purposes. The loans are
unsecured, repayable on demand and bear interest at the rate of 10% per
annum. Sun is an affiliated Company that was acquired by Exchequer, a
privately held United Kingdom company, controlled by Anne M.E.
Greyling, the Company's former President and Chief Executive Officer
and majority stockholder of the LaSalle Group, the Company's former
majority stockholder The Company loaned and advanced to Exchequer the
sum of $1,000,000 at 10% interest for a term of three years. The loan
was secured by the pledge of 100% of the stock of Sun owned by
Exchequer.
None of the shares of common or preferred stock issued by the Company
as represented in this Item 5 were issued pursuant to a valid
registration statement but were issued in reliance on an exemption from
registration under the Securities Act of 1933, as amended, and are
therefore restricted securities.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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.
SUN QUEST HOLDINGS, INC.
Date: January 12, 2000 By: /s/ DOW W. STEWART
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Dow W. Stewart
Chief Executive Officer
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