Sunquest Holdings Inc – ‘10QSB’ for 9/30/97

As of:  Monday, 4/27/98   ·   For:  9/30/97   ·   Accession #:  1019056-98-228   ·   File #:  0-22464

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Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Form 10-Q                                             28    132K 
 2: EX-27       Financial Data Schedule                                2±     9K 

10QSB   —   Form 10-Q
Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10QSB

(mark one)                                                                      
(x)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
EXCHANGE ACT OF 1934                                          

For the quarterly period ended September 30, 1997                               

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES   
EXCHANGE ACT OF 1934 for the transition period from           

STERLING WORLDWIDE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

NEVADA
 ---------------------------------------------------------------
 (State or other jurisdiction of incorporation or organization )

33-55254-29                                              87-0438649         
---------------                                        -------------------      
SEC FILE NUMBER                                        IRS EMPLOYER I.D. NO.    

 1800E Sahara Suite 107, Las Vegas, Nevada 89104
--------------------------------------------------------------------------------
(Registered Agents office)

 153 St Johns Road Tunbridge Wells Kent TN4 9UP United Kingdom
--------------------------------------------------------------------------------
(Executive Office)

 011 44 1892 541-747
--------------------------------------------------------------------------------
 (Registrant's telephone number including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filled by Section 13 or 15 (d) of the Securities Exchange Act of 
1934 during the preceding 12 month (or for such shorter period that the         
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days X Yes   No                             
         ---   ---

 APPLICATION ONLY TO ISSUER INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS

   Indicate by check mark the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15 (d) of the Securities    
Exchange Act of 1934 subsequent to the distribution of securities under a plan  
confirm by a court.                                                             

 N/A

Registrant has 82,307,326 shares of common stock outstanding as of              
April 17, 1998.                                                                 

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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS                                                   

         The Consolidated  Financial Statements of the Registrant required to be
filed with this 10-QSB  Quarterly  Report were prepared by the management of the
Company and commence on the following page,  together with related Notes. In the
opinion of management,  the Consolidated Financial Statements present fairly the
financial condition of the Registrant.                                          

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NOTE 9.  COMMITMENTS AND CONTINGENCIES                                          

         On January 1, 1998 the Company  entered  into an  employment  agreement
with its president for a period of five years. The agreement provides for annual
compensation of $250,000 with annual increases of $10,000. The Company president
has  elected  to  postpone  payment of salary  until the  Company  has  obtained
sufficient  operational  funding.  Accordingly,  four  months of salary  with no
accrual  has  been  reflected  in  the  Consolidated  Financial  Statements.  In
addition,  the  Company  president  shall  receive an annual  bonus equal to one
percent of earnings before income taxes, depreciation and amortization.  As part
of the  agreement,  the Company  president  has been  granted  stock  options to
acquire  500,000 of the  Company's  common stock at par value,  as well as other
customary employment benefits.                                                  

         Effective  January  1,  1998 the  Company  entered  into an  Employment
Agreement with its Corporate  Secretary for a period of two years. The Agreement
provides for annual  compensation of $24,000 with annual increases of $3,000 per
annum. The Corporate  Secretary has elected to defer payment of her salary until
the Company has obtained sufficient operational funding. Accordingly, no accrual
of the  Corporate  Secretary's  salary has been  reflected  in the  Consolidated
Financial Statements.  As part of the agreement,  the Company secretary has been
granted an annual stock option to acquire  50,000 of the Company's  common stock
at par value. In addition,  the board approved 15,000 shares of registered stock
pursuant  to the S-8  Registration  Statement.  As of the date hereof the shares
have not been issued.                                                           

         As of  October  28,  1997 in  connection  with the  Sterling  Worldwide
Corporation  Stock Plan and the filing of the  related  registration  statements
(see Note 10), the Company  entered into various  consulting  agreements  with a
number of  professional  individuals,  to provide  services to the Company for a
period of one year, with their sole source of  compensation  being shares of the
Company's common stock                                                          

         On  January 7, 1998 the  Company  entered  into an  amended  consulting
contract with Richard  Gladstone,  acknowledging  the additional  100,000 shares
which had been granted to him in 1997 and 500,000  shares for the second year of
his consulting  services,  in full satisfaction of the fees due to Gladstone for
the  second  year and 50,000  shares for the third and final year of  consulting
services.  Richard Gladstone has loaned and advanced the sum of US$25,000 to the
Company's subsidiary Fort Thomas Development Company.  This is an unsecured loan
and may be converted  against the purchase of a  condominium  at the Fort Thomas
Hotel and Resort at  Gladstone's  option.  Gladstone  has  loaned  and  advanced
approximately  $65,000  on behalf of the  Company  for  working  capital,  legal
expenses,  telephone bills, salary,  wages and travel expenses.  The Company has
offset an amount of  US$23,000  paid to Richard  Gladstone on account of a stock
repurchase  agreement  that was never  completed.  The Company may have  further
offsets  relating to prior loans or  advances  to Richard  Gladstone  and or his
related  companies.  The  amount  of  such  offsets,  if any,  has not yet  been
established. Any sums due to Richard Gladstone are unsecured loans and will bear
interest at 10% per annum. No repayment date has been set.                      

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         On  January  10,  1998 the  Company  confirmed  that it had  agreed  to
underwrite the value of 300,000  shares of common stock held by Regency  Trading
at a minimum  trading  price of US$3.00 per share,  as of September 30, 1998. In
the event that the price of the  Company's  common  stock is less than $3.00 per
share,  as of September  30, 1998 the Company is  obligated to issue  additional
shares to make up the difference in value. The issuance of the additional shares
will create a dilution of common stock.                                         

         On January 10, the Company  confirmed  that it had agreed to underwrite
the value of 1,300,000 shares of common stock held by Champion Success Group, at
a minimum  price of US$10.00 per share,  as of September  30, 1998. In the event
that the price of the Company's  common stock is less than $10.00 per share,  as
of September  30, 1998 the Company is obligated  to issue  additional  shares to
make up the  difference in value.  The issuance of the  additional  shares would
create a dilution in the value of common stock.                                 

         On April 3, 1998 the  Company  entered  into an  agreement  with Jerald
Ritter  to  acquire  50%  of   International   Property  List  Inc.,  a  Florida
Corporation,  and publisher of Caribbean  Property List - a publication  of real
estate for sale in the  Caribbean  and the  publisher  of the website  Caribbean
Property  List  (Http://www.caribpro.com).  The purchase  consideration  for the
acquisition  is $120,000  payable in common stock as of April 3, 1998 at a value
of US$0.19 per share.  The closing date for this transaction is July 3, 1998. In
addition,  the Company is required to purchase  Lots EN1,2 and 3 Bahamia  North,
located  on the 16th  green and  fairway,  of the  Princess  Ruby Golf  Course -
Freeport,  Grand  Bahama,  for a purchase  price of $150,000  payable in cash at
closing  on July 3,  1998.  The two  transactions  are  contingent  on the other
closing  simultaneously.  The  Company has agreed that if the total value of the
shares sold and owned by Ritter, as of April 3, 1999, is less than $120,000, the
Company is obligated to pay the difference in cash to Ritter.                   

NOTE 10   COMMON STOCK                                                          

          In  October  29,1997,  the  Company  filed  a  Form  S-8  Registration
Statement  under the Securities Act of 1933 relating to the "Sterling  Worldwide
Corporation Stock Plan." This plan provides for the issuance of 3,000,000 shares
of common stock as options,  grants or awards to individuals who perform special
or extraordinary  services on behalf of the Company. From October, 1997 to date,
the Company has not issued any shares to its officers and directors. Pursuant to
the  plan,  200,000  shares  in  options  have been  issued,  720,000  shares to
consultants and 450,000 shares for legal services. These share transactions will
be reflected in the  consolidated  financial  statements as of December 31, 1997
and March 31, 1998,  based on contemplated  concurrent cash stock  transactions.
All said shares were registered pursuant to Form S-8.                           

         On January 1, 1998 the board  approved an  additional  15,000 shares of
registered stock, pursuant to the S-8 Registration  Statement to Mary Duncan for
past  services  during  1997.  As of the date hereof  these shares have not been
issued.                                                                         

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         During this period,  the Company issued  1,250,000 shares of restricted
common stock to consultants  for services  currently  being  performed and to be
performed in the future;  1,000,000  shares of Series B.  Preferred  for graphic
design, art work, design and print production of corporate logo's brochures, and
stationary for the Company and its subsidiary.                                  

         On March  11,  1998 the  Company  approved  issuance  of  shares to the
executives  of Platinum  Investment  Company,  Ltd.,  pursuant  to the  Platinum
Investment Company,  Ltd.,  acquisition  agreement,  to Neil Bains for 2,000,000
shares of Series B  Preferred.  Neal  Jackson  and Martyn  Hudson,  were  issued
1,000,000 shares each, of Series B Preferred.                                   

NOTE 11  COMMON STOCK OPTIONS                                                   

         The  Company's  president  was granted  the option to purchase  500,000
shares  of the  Company's  common  stock,  at par  value,  as part of a  related
employment agreement. To date these stock options have not been exercised.      

         The  Corporate  secretary  was granted  the option to  purchase  50,000
shares  of the  Company's  common  stock,  at par  value,  as part of a  related
employment agreement. To date these stock options have not been exercised.      

         On January 4, 1998 the Company granted  Vanguard  Communication  Group,
Ltd.,  the option to purchase  400,000  shares of common  stock of the  Company,
200,000 of said shares at $0.75 per share and 200,000 shares of $1.00 per share,
exerciseable on or before  February 27, 1999. All said were registered  pursuant
to Form S-8.                                                                    

         In  February,  the  Company  granted  an option to Robert  Hubbard,  to
acquire 400,000 shares of common stock at an option price of $0.50 per share and
400,000  shares  at a option  price of $1.00  per  share.  Robert  Hubbard  is a
Canadian  Citizen and may exercise this option  pursuant to  Regulation  "S". In
addition,  the Company  granted Chris Brule 200,000  shares of common stock at a
option price of $1.00 per share.  The option was amended to 200,000  shares at a
option  price of $1.00 per  share.  Chris  Brule is a Canadian  Citizen  and may
exercise  this option  pursuant to  Regulation  "S" with an  expiration  date of
December 31, 1998.                                                              

NOTE 12  SUBSEQUENT EVENTS                                                      

         On March 25, 1998 the Company  accepted the  Assignment in  perpetuity,
free and clear of any and all liens, claims or encumbrances  $35,000,000 of Net*
Gold ore from the claim  "The  Conjego  Mine  #112,  Legal  Description  NW4NE4,
Section 15,  Township 20 South,  17 NMPM.  The  Purchase  consideration  for the
Assignment  was paid the  issuance of  3,500,000  shares of common  stock of the
Company to Rama Development, Inc. A finder's fee of 350,000 shares of restricted
stock  was paid to Growth  Fund  Partnership  Inc.,  for the  transaction  and a
consulting  fee of 150,000 shares of restricted  stock was paid to Valtec,  Inc.
Rama  Developments  Inc.,  and their  associates  irrevocably  commit to pay the
annual fee necessary to keep the related claim in full legal status. If, for any
reason,  Rama is unable to make payments  related to the claim,  the Company has
the  right to make the  payments  to keep the claim in good  standing.  Rama has
estimated that annual cost of keeping the claim in good standing will not exceed
$1,000 per annum. The Company will record the assignment in the appropriate deed
office in the State of New Mexico.                                              

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         On April 3, 1998 the  Company  entered  into an  agreement  with Jerald
Ritter  to  acquire  50%  of   International   Property  List  Inc.,  a  Florida
Corporation,  and publisher of Caribbean  Property List - a publication  of real
estate for sale in the  Caribbean  and the  publisher of the web site  Caribbean
Property  List  (Http://www.caribpro.com).  The purchase  consideration  for the
acquisition  is $120,000  payable in common stock as of April 3, 1998 at a value
of US$0.19 per share.  The closing date for this transaction is July 3, 1998. In
addition  the Company is required  to  purchase  Lots EN1,2 and 3 Bahamia  North
located  on the 16th  green and  fairway,  of the  Princess  Ruby Golf  Course -
Freeport,  Grand  Bahama,  for a purchase  price of $150,000  payable in cash at
closing  on July 3,  1998.  The two  transactions  are  contingent  on the other
closing  simultaneously.  The  Company has agreed that if the total value of the
shares sold and owned by Ritter,  as of April 3, 1999, is less than $120,000 the
Company is obligated to pay the difference in cash to Ritter.                   

         On April 18, 1998 the board authorized the issuance of 1,000,000 shares
of common stock to be issued to the attorney Thomas Conjaero  Guillen,  Attorney
at Law,  Avendia De La Liberstad,  2nd Floor 2E Torrevieja  Alicante  03180,  to
secure the option pending the completion of the purchase of the property know as
La Valle  Grand,  a site  located  in  Torrevieja,  near  Alicante  Spain.  This
transaction  is scheduled  to be completed  within 60 days of signing the option
agreement,  subject  to  the  Company  obtaining  financing  in the  form  of an
acquisition and development loan on the land to be acquired.                    

ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATIONS.                                              

PLAN OF OPERATION.                                                              

         The Company had no substantial revenues from operations for the quarter
ended  September  30,  1998 and  anticipates  receiving  limited  revenues  from
operations  during the remainder of the current  fiscal year. All funds required
to bring the Company's plan to fruition are derived from investments by existing
or new stockholders, or from loans the Company can obtain.                      

         The  Company  is  a  development-stage   Company,  in  the  process  of
restructuring  itself as a diverse  global  company  seeking  acquisitions.  The
Company is in the business of acquiring equity positions in operating  companies
in businesses ranging from joint ventures of infrastructure projects in Mainland
China, hotel and resort operations in St. Kitts, West Indies, timber concessions
in Venezuela,  South  America,  oil and gas,  mineral  exploration,  information
technology,  real estate  development in North Carolina,  resort  development in
Spain and the Bahamas.                                                          

         The  Company  has in the past,  and in the future  will use Mr.  Leslie
Greyling,  the  husband of the  President,  to render  consulting  services  and
negotiated  acquisition  on behalf of the Company or on behalf of La Salle Group
Ltd. - the majority stockholder of the Company. Mr. Leslie Greyling,  as of this
date, has not required or received any form of compensation from the Company.   

         Leslie S. Greyling entered into a consent decree with the United States
Securities and Exchange Commission in 1991 not to violate the Securities Law.   

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         Leslie  S.  Greyling  pleaded  guilty  in 1996  to a  charge  of  false
statements on a visa  application  in the United States  District  Court for the
Southern District of Florida, Palm Beach Division (Case Number 95-8022CR Hurley)

         In addition,  Leslie S. Greyling  pleaded guilty in 1997, in connection
with a plea  agreement to Securities  Fraud in the United States  District Court
for the Middle District of Florida,  Orlando  Division.  He was ordered deported
from the United States and may not reenter the United States of America  without
the permission of the Attorney General. (Case Number # 96-35 CR-ORL-22)         

The following is a summary of the Company's current and past projects.          

NATURAL PARK COMPANIES                                                          

         On August 15,  1997,  in exchange  for  10,000,000  shares of Series A.
Preferred  stock,  $1.00 par value,  and 50,000,000  shares of common stock, the
Company  acquired,  from LaSalle Group,  Ltd., the principal  stockholder of the
Company, 100% of the outstanding stock of LY Transportation Construction Ltd., a
British  West  Indies  company  and the  rights to four  corporate  entities  in
formation known as Natural Park Bahamas,  Ltd.,  Natural Park S.A. Inc., Natural
Park Alaska, Inc., and Natural Park USA, Inc. It is intended that these entities
will be engaged in real estate  investment and  development  business.  The four
corporate entities have been incorporated in the State of Florida and are wholly
owned subsidiaries of the Company. The Company's plans to raise $100,000,000 for
the purpose of investing in the Natural Park Public Company of Thailand Ltd., or
acquiring  real estate in Bangkok from the  portfolio  of property  developed by
Natural  Park.  Natural Park Public  Company has been  derailed by the financial
crisis  brought  about by the  devaluation  of the Thai  currency.  The  Company
continues to seek an alternative  source of financing for this transaction.  The
Company believes that the continuing decline in financial and banking conditions
in Thailand,  coupled with the devaluation of Thailand currency, has resulted in
a lack of interest from investors and financial institutions.  Reduced investing
in Thailand has also bought about a potential  buyers market,  and therefore the
Company  believes  that it could obtain  control of Natural Park Public  Company
Ltd., of Thailand for substantially less than was originally contemplated. There
can be no assurance  that the Company  will be  successful  in arranging  either
equity of debt  financing in the amount  required to conclude an agreement  with
Natural Park Public Company Ltd.                                                

         On March 24, 1998 the Company authorized the amendment to the par value
of the 10,000,000  shares of Series A.  Preferred  stock from $1.00 par value to
$0.01 par value. The 10,000,000  shares of Series A. Preferred stock will retain
the priority voting rights of 100,0000 votes per share, thus enabling the holder
of the  preferred  shares,  to elect the majority of the board of directors  and
control the Company notwithstanding the amount of common share issued.          

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LY TRANSPORTATION CONSTRUCTION LTD.                                             

         On August 15, 1997 in a related party transaction, the Company acquired
100% of L.Y. Transportation  Construction Ltd., which was organized to engage in
three joint  ventures in the Guangdong  Province,  China.  The Company's plan to
raise  $330,000,000  have not  materialized,  resulting in a failure to fund the
joint venture,  despite a good faith effort on the Company's behalf,  which have
included  presentations  and  applications for loans made by management to major
European Banks.  These  presentations  and  applications  for loans,  which were
initially well received,  were subsequently declined as the currency devaluation
and ensuing  financial crisis spread  throughout  Southeast Asia, and finally to
Hong  Kong, causing  declines  in excess of 50% in  currency  markets  and stock
exchange indexes.  Thus, the worst economic crisis ever experienced in Asia, has
necessitated  tens of billions of dollars in  emergency  loans by the World Bank
and financial aid packages by the I.M.F.  to Southeast  Asian member  countries.
These adverse economic factors could not have been foreseen by the Company,  and
are beyond the  Company's  control.  Nor were these factors  anticipated  by the
World Bank, the I.M.F. or the  international  financial  community at large. The
economic turmoil that has engulfed  Southeast Asia has inflicted large financial
losses, and has removed many financial institutions and institutional  investors
from the bond markets and private equity placements envisaged by the Company for
this  undertaking.  The Chinese currency has not devalued and economic growth in
mainland  China  remains  strong  particularly  in the Guangdong  Province.  The
Chinese officials have communicated their frustrations at the delays experienced
by the Company's subsidiary, L.Y. Transportation Construction Ltd., in obtaining
the financing.  The Company's subsidiary has provided explanations for the delay
and  requested  additional  time in  which  to  obtain  alternative  sources  of
financing.  However,  there can be no assurance  that the P.R.C.  officials will
grant  additional time, nor assurances that they will not elect to terminate the
joint venture contract with L.Y.  Transportation  Construction Ltd., as a result
of the failure to fund as required by the terms of the joint venture agreement. 

FORT THOMAS HOTEL AND RESORT                                                    

         On August 19, 1997 the Company acquired the Fort Thomas Hotel Resort in
St. Kitts,  in exchange for the issue of 1,027,828  shares of common stock to be
valued at  $10,000,000.  The  acquisition  agreement  provides for the Seller to
retire an outstanding  obligation to the Government of St. Kitts of $851,007.52.
The Seller  defaulted  on its  obligations  to satisfy  certain  mortgage  liens
against the property,  and as a  consequence,  the Company has been compelled to
assume the  liability.  The Company  offered to purchase the  mortgage  from the
Government of St. Kitts, who have agreed to sell the mortgage as of February 28,
1998,  for the sum of  $891,027,.300,  together with interest  thereon.  After a
title search,  the Company's  legal counsel in St. Kitts,  found that there were
additional  liens totaling  $3,600,000,  which the Seller failed to disclosed or
satisfy. The Company has instructed its legal counsel to verify the authenticity
of these  liens.  Until such time as these  liens are  settled or  removed,  the
Company  will  reflect  the  lien  amounts  as  a  liability  on  its  financial
statements.  Further to the  acquisition  agreement date (August 19, 1997),  the
price per share was determined at closing, as reported on the NASDAQ bid price. 

         The purchase price of $10,000,000  was satisfied by the issuance of the
Company's common stock. The Company warranted that at the expiration of the term
of one year, if the price per share has declined in excess of 10% of the closing
bid price, additional shares shall be issued to the Seller in the same ratio, as
set forth above, to restore the original  selling price on the closing date. The
issuance of  additional  common stock to the sellers may result in a significant
dilution of net tangible book value per share,  as held by current  shareholders
of the Company.                                                                 

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FINDEX PROPOSED ACQUISITION                                                     

         The  Company  has   recognized  the  importance  of  the  Internet  and
information   technology-related   business,  as  an  area  with  potential  for
substantial  future  growth.  The  Company  had  agreed to  acquire,  subject to
completion of due  diligence,  "FINdex.com".  After a lengthy  negotiation,  the
Company has not  reached  final  agreement  on the terms and  conditions  of the
proposed acquisition. However, the management of FINdex is currently preparing a
acquisition  proposal that will be on terms and conditions  considered favorable
to the Company.  The Company will endeavor to finalize this  acquisition  in the
next quarter.                                                                   

TRAVEL NET INTERNATIONAL CORPORATION                                            

         On August 7, 1997,  the  Company  agreed to  dispose  of the  Company's
majority owned operating subsidiary,  Travel Net International Corporation,  and
its wholly subsidiary Sterling AKG Corp., in exchange for the common stock owned
by its majority shareholder, Laurie Doll Gladstone. The shares are being held in
escrow until finalization of the transaction.  Laurie Doll Gladstone received an
irrevocable  three year put  option,  which  requires  the  Company to  purchase
Gladstone's  584,400  shares in Travel Net for  $2,000,000  in fully  registered
shares of the  corporation.  If the corporation did not show  $10,000,000 in net
assets on its certified  financial  statements  for the quarter ended  September
30th 1997, on or prior to October 1, 1997, then the  corporation  must return to
Mrs. Gladstone any such number of shares of the corporation, which would provide
her with 80% of the  outstanding  securities  (on a fully diluted  basis) of the
corporation.  The  transaction is being held in escrow until all differences can
be reconciled.                                                                  

LICENSING AGREEMENT WITH TRAVELNET INTERNATIONAL CORPORATION                    

         The Company acquired the right to develop an  international  network of
independent  travel  agencies  that  will  operate  under  the name of  STERLING
WORLDWIDE  TRAVEL.  The  Company has entered  into a  licensing  agreement  with
Travelnet International Inc. ("Travelnet"),  a Boca Raton,  Florida-based travel
and marketing  group.  Under this license  agreement,  the Company will have the
right  to  develop  the  Travelnet  brand  name,  to  market a wide  variety  of
travel-related  products and services,  including discounted air fares, cruises,
hotels, vacation packages, time shares and car rentals.  Marketing will be via a
network of  international  agencies and a marketing force of independent  travel
consultants,  who have  purchased  the right to  operate as  independent  travel
consultants on behalf of Travelnet.  The Company is currently  negotiating  with
First Premium Alliance Holding Ltd., to handle the marketing of Travelnet travel
products in Europe.                                                             

INVESTMENTS PROPERTY INTERNATIONAL CORPORATION                                  

         The  Company  has  acquired   Investment  Property   International,   a
commercial real estate investment and brokering business. The Company intends to
expand its  commercial  real  estate  brokerage  operation  internationally,  by
establishing offices in South Africa, United Kingdom, the Bahamas, the Dominican
Republic,  Brazil,  Bangkok and Thailand. As of date hereof, the Company has not
started operating with this corporation. The Company has authorized the issuance
of the shares  required,  but as of this date,  the shares have not been issued.
Company  management  believes  that  it  will  take  a  substantial   additional
investment, to provide the capital necessary to pay the cost and expenses of the
Company's  proposed expansion plans and to fund the corporate  overhead,  legal,
and  general  working  capital  requirements.  As of  yet,  no  such  funds  are
available,  and no  assurances  can be given  that the  Company  will be able to
procure sufficient funds to carry out its business plan.                        

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RESORT MARKETING.                                                               

         The  Company  has  also  acquired  a   Florida-based   company,   which
specializes  in  the  marketing  of  resort   condominiums  and   resort-related
properties.  This company is preparing to market resort condominiums property in
Orlando,  Florida, Las Vegas, Nevada, South Africa, the Dominican Republic,  and
the Caribbean.  As of this date, the Company has not started  operating  because
shares  have not been  issued.  Company  management  believes  that it will take
substantial additional  investment,  to provide the capital necessary to pay the
cost and  expenses of the  Company's  proposed  expansion  plans and to fund the
corporate overhead, legal, and general working capital requirements.  As of yet,
no such funds are  available,  and no  assurances  can be given that the Company
will be able to procure sufficient funds to carry out its business plan.        

VENEZUELAN TIMBER CONCESSIONS                                                   

         On November  25,1997,  the  Company  approved a  resolution  to acquire
certain  timber  concessions  in the Country of  Venezuela,  in exchange for the
issuance of  2,250,000  shares of common stock to be valued at $10.00 per share.
The  Company  agreed on November  30,  1997 to convert  the shares,  pursuant to
Regulation "S",  provided that it could obtain  confirmation  from the SEC; that
issuance of the shares to a foreign  seller in exchange for assets  located in a
foreign  country would meet the  requirements  of Regulation  "S". The Company's
legal counsel,  Mr. John Frohling,  has advised the Company that he is unable to
render an opinion  qualifying the stock issuance under Regulation "S"; therefore
the Company has issued the restricted  common shares to the Assignor Brasmex SA,
a Panama  Corporation.  The Company  received an  assignment  of certain  timber
concessions  covering 144,680 hectares,  and shall be entitled to a royalty from
operations  thereon,  for the term of the lease and any extensions thereof equal
to 25% of the after expense profits.                                            

         On November 25, 1997,  the Company  approved a resolution to enter into
an operating  lease agreement  granting the rights to Champion  Success Ltd., to
harvest the timber as provided for in the concessions  granted by the Government
of Venezuela.  In exchange for the issue of 1,350,000 shares of common stock, to
be valued at $10 per  share,  Champion  Success  Ltd.,  agreed  to  operate  the
concessions  and to provide  all  necessary  logging  equipment,  personnel  and
financing to operate the concession.  The Company agreed on November 30, 1997 to
convert the shares issued to Champion Success Group, pursuant to Regulation "S",
provided  that it could obtain  confirmation  from the SEC that  issuance of the
shares to a foreign seller in exchange for assets  located in a foreign  country
would meet the requirements of Regulation "S". The Company's legal counsel,  Mr.
John  Frohling,  has advised the Company  that he is unable to render an opinion
qualifying the stock issuance under Regulation "S".  Therefore,  the Company has
issued  the  restricted   common  shares  to  Champion  Success  Ltd.,  a  Nevis
Corporation.  The Company entered into a operating lease agreement,  and will be
entitled  to a  royalty  from  operations  thereon,  for the  term of the  lease
agreement,  thereof  equal  to  25%  of  the  after  expense  net  revenue  from
operations.  As of the date  hereof,  the Company has not  received  any royalty
payments and the Company has requested a detailed  statement of  operations  and
expenses from the management  company. On January 10, 1998 the Company agreed to
that in the event that the share  price is less than $10 per share in  September
1998,  the Company  will issue  additional  shares to Champion  Success Ltd. The
issuance of  additional  common stock to the sellers may result in a significant
dilution of net tangible book value per share,  as held by current  shareholders
of the Company.                                                                 

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GROWTH FUND STOCK INVESTMENT                                                    

         Growth Fund Partnership Inc., a Florida  corporation,  is a diversified
asset based company with interest in gold mining claims located in Grant County,
New Mexico USA and Kitts County,  State of Washington.  Growth Fund  Partnership
Inc.,  owns a 1,171 acre land tract located in Swain County,  North Carolina and
approximately  3,500,000  acres of land in the State of Para,  United  States of
Brazil.  Growth Fund  Partnership  Inc., also holds a $30,000,000  interest in a
financial services company known as International Mercantile Corporation,  which
has been a publicly  traded  company for over 20 years.  The Company's  business
focus has been life  insurance and mortgage  operations.  Home America  Mortgage
Company is a mortgage brokerage  network,  that has been in business for over 10
ten years. During which time, it has closed over $500,000,000 in mortgage loans.

         Sterling  Worldwide has acquired 715,000 shares of unregistered  common
stock of Growth Fund Partnership  Inc., from Rama Development  Inc., in exchange
for  $28,600,000,  which was  satisfied by the  issuance of 2,600,000  shares of
restricted common stock of the Company's  treasury stock. The Company intends to
hold these  shares as a long term  investment  and may seek to acquire  addition
shares of Growth Fund Partnership Inc., in the future.                          

PARKERSBURG WEST VIRGINIA -  50 OIL AND GAS WELLS                               

         On December 13, 1997,  the Company  approved a resolution  to acquire a
25%  working  interest  in 50  oil/gas  wells  located  within the state of West
Virginia,  in  exchange  of  638,000  shares of  common  stock to be valued at $
7,000,000.  The Company issued the shares to Mountaineer Gas Transmission,  Inc.
On January  19,  1998 the  Company  agreed to  increase  the number of shares by
1,800,000  shares for a total of 2,483,000 shares of common stock to satisfy the
$ 7,000,000 purchase price. Mountaineer Gas Transmission will operate and manage
the wells for  Sterling  pursuant  to an  operating  and  management  agreement.
Operating  costs to the Company  will be  deferred  until such time as the wells
have been  re-engineered.  The  re-engineering  process  will be carried  out by
Mountaineer   Gas   Transmission   Inc.  It  is  estimated  that  it  will  take
approximately 24 months to complete the  re-engineering  work on all 50 wells in
order to bring them to full production capacity.  The Company will be filing the
assignment  of the 25% of the working  interest in the 50 oil/gas wells with the
state of West Virginia.                                                         

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PLATINUM INVESTMENT CORPORATION LIMITED                                         

         On December 21, 1997, the Company  approved a resolution to acquire 80%
of the shares of common stock of Platinum  Investment  Company Inc., (a Bahamian
Corporation)  in  exchange  for  4,900,000  shares of common  stock.  Due to the
decline in the price of the Company's common stock in February 1998, the Company
agreed to issue an  additional  25,000,000  of Series  of B  preferred  stock to
satisfy the $33,000,000 agreed purchase price.                                  

         On February 24, 1998 the Company approved a resolution for the issuance
of 7,500,000  shares of common stock and 15,000,000  Series B Preferred stock as
partial  payment for the purchase of 1640 acres of land located on Cat Island in
the  Bahamas.  The  purchase  price  of  $45,000,000  is to be  satisfied  as to
$30,000,000  by the issuance of the stock and balance of  $15,000,000 is payable
in cash at closing from the proceeds of a new first  mortgage  which the Company
is seeking to obtain on behalf of Platinum Investment Corporation, Ltd. Platinum
will take title to the property and be responsible for the development  thereof.
The balance of $15,000,000 is due 90 days from the February 18, 1998.           

         On March 11,  1998 the  Board  approved  the  acquisition  by  Platinum
Investment  Company Ltd. of a tract of land known as Sierra  Pelada,  (1,150,000
square  meters ) in the  Province  of  Malaga,  Spain.  The  Company  will issue
3,544,000  shares of  restricted  common  stock to the sellers of the land.  The
purchase  price of $7,544,000 is to be satisfied as to 3,544,000 by the issuance
of the stock,  and the  balance  of  $3,000,000  is payable in cash at  closing.
Limited,  who will  take  title to the  property,  will be  responsible  for the
development of the property. The $3,000,000 balance of purchase price is payable
at closing within 60 days of March 11, 1998.                                    

         On April 18, 1998 the board authorized the issuance of 1,000,000 shares
of  common  stock to be  issued to Thomas  Conjaero  Guillen,  Attorney  at Law,
Avendia De La Liberstad,  2nd Floor 2E Torrevieja  Alicante 03180, to secure the
option  pending the  completion of the purchase of the property know as La Valle
Grand, a site located in Torrevieja,  near Alicante Spain.  This  transaction is
scheduled  to be  completed  within 60 days of  signing  the  option  agreement,
subject to the Company  obtaining  financing in the form of an  acquisition  and
development loan on the land to be acquired.                                    

RUSSIAN TRANSPORT INSURANCE CO                                                  

         On  February  18,  1998 the  Company  agreed to acquire  10% of Russian
Transport  Insurance  Co., in exchange for 3,000,000  shares of the common stock
and 97,000,000  Series C Preferred  Shares.  As part of the  agreement,  350,000
shares  common stock of the Company is to be issued to Growth Fund  Partnership,
Inc., for arranging the transaction. Growth Fund Partnership, Inc., will receive
50% of all consideration received by Sterling Worldwide Corporation from RTIC in
terms of the  agreement.  This  agreement is subject to the approval of the RTIC
board of directors within 45 days from March 9, 1998.                           

SWAIN COUNTY, NORTH CAROLINA                                                    

         On March 7, 1998 in a related party transaction,  the board approved of
a 50% joint  venture  together with LaSalle  Group,  Ltd., in terms of which the
Company and LaSalle  Group Ltd.,  will  jointly  acquire and develop a 1717 acre
land tract, located in Swain County, North Carolina.  The agreement provides for
a 50/50 joint venture  ownership and operation of the property.  In exchange for
the 50% ownership interest in the property,  the Company will issue of 8,000,000

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shares of Series D. Preferred  stock of the Company.  LaSalle Group,  Ltd., will
contribute  US$8,000,000  toward  the  acquisition  of the  land,  by  issuing a
promissory  note in favor of the seller of the land.  Natural Park USA,  Inc., a
wholly owned  subsidiary of the Company ,will hold title and be responsible  for
the development of the property.                                                

BUENA VISTA LODGE AND HOTEL - GUANACASTE, COSTA RICA                            

         On March 11,  1998 the Company  entered  into an  agreement  with First
Premium  Alliance  Holding,  Ltd.,  to issue  5,000,000  shares of the Company's
Series B preferred  stock to First  Premium  Alliance  Holdings,  Ltd..  Premium
Alliance Holdings,  Ltd., will utilize the stock as collateral to obtain working
capital and secure a deposit for a leasehold interest in a resort property known
as Buena Vista Lodge and Hotel in Guanacaste,  Costa Rica.  The Company  entered
into a 50% interest in a joint venture  agreement  with First  Premium  Alliance
Holdings, Ltd., to acquire,  operate, manage, develop and market the property as
a  multi-ownership  vacation  resort.  As of the date hereof,  the joint venture
partners  continue to negotiate the terms of the  acquisition of the Buena Vista
Lodge.                                                                          

INTERNATIONAL PROPERTY LIST, INC.                                               

         On April 3, 1998 the  Company  entered  into an  agreement  with Jerald
Ritter  to  acquire  50%  of   International   Property  List  Inc.,  a  Florida
corporation,  the  publisher of Caribbean  Property  List  (publication  of real
estate for sale in the Caribbean), and Caribbean Property List (publisher of the
web  site   Http://www.caribpro.com).   The  purchase   consideration   for  the
acquisition is $120,000,  payable in common stock as at April 3, 1998 at a value
of US$0.19 per share.  The closing date for this transaction is July 3, 1998. In
addition,  the Company is required to purchase  Lots EN1,2 and 3 Bahamia  North,
located on the 16th green and fairway of the Princess Ruby Golf Course, Freeport
- Grand Bahama,  for a purchase price of $150,000  payable in cash at closing on
July  3,  1998.  The  two  transactions  are  contingent  on the  other  closing
simultaneously.  The  Company  has agreed  that if the total value of the shares
sold and owned by Ritter as of April 3, 1999 is less than $120,000,  the Company
is obligated to pay the difference in cash to Ritter.                           

CARMELITA RESOURCES, LTD.                                                       

         In March,  the Company made an unsolicited  offer to acquire  Carmelita
Resource,  Ltd., a Vancouver  Stock Exchange CFHV, for  USD$70,000,000  in a new
class  convertible  preferred  shares.  Each preferred share will be convertible
into ten(10) shares of common stock and  accompanied by 10 warrants  exercisable
at USD$1.00 per share.  The issue price of the convertible  preferred stock will
be USD$7.00 per  convertible  preferred  share.  Both  companies  are  currently
completing their  due-diligence on each other,  before finalizing any agreement.
The Company can not predict the outcome of its offer at this time.              

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 PART 11 - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.                                                     

         On Jan 20,  1998 the  Company and John  Frohling,  as escrow  agent for
Sterling  Worldwide  Corporation,  filed a law suit in the Superior Court of New
Jersey  Chancery  Division - Essex County Docket No C17-98  against Alan Berkun,
Lexington  Capital   Corporation,   Interra  Clearing  Services  Inc.,  for  the
collection of $708,000 due and outstanding to Sterling Worldwide  Corporation in
respect of stock options exercised by Alan Berkun.                              

         Further,  to the  knowledge  of  management,  no director or  executive
officer is party to any action in which there  would be any adverse  interest in
the Company.                                                                    

ITEM 2.  CHANGES IN SECURITIES                                                  

         On July 10, 1997,  the Company  authorized an amendment to its Articles
of  Incorporation.  The authorized share capital shall be increased from 100,000
shares of common stock to 500,000,000 shares of common stock at $.001 par value.
The Company shall have 10,000,00  shares of Class A Preferred Stock of $0.01 per
share par value.  The Class A Preferred  Stock shall have super priority  voting
votes rights equal to 100,000 votes per share.  Furthermore,  the holders of the
Class A shares  have the right to elect the  majority  of the  directors  to the
Board of the Company.  Finally,  the Company  shall have  490,000,000  shares of
Class B Preferred stock which shares shall be non-voting and have a par value of
$.001 per share,  which shall be convertible into one share of common stock at a
conversion  rate  of ten  shares  of  common  stock  for  each  Preferred  share
surrendered.                                                                    

         On March 24, 1998 the Company authorized an amendment to its Article of
Incorporation  to reduce the par value of the Series A.  Preferred from $1.00 to
$0.01 per share.  Further,  the Company  authorized  the  100,000,000  shares of
Series C Preferred  Stock which shares shall be  convertible in 1/10 of a common
share  and have a par  value of $1.000  per  share.  In  addition,  the  Company
authorized  8,000,000 shares of Series D Preferred Stock,  which shares shall be
non-assessable,  unregistered  common  stock and 5 warrants  convertible  into 5
fully paid, non-assessable, registered common stock at a warrant exercise.      

ITEM 6.           EXHIBITS  AND  REPORTS  ON FORM 8-K  (SECTION  24.308  OF THIS
CHAPTER).                                   

(a)               Exhibits                                                      
None.                                       

(b)               Reports on Form 8-K                                           
None.                                       

THIS SPACE INTENTIONALLY LEFT BANK

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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:    April 17, 1998                     By /s/ Abbe NE Greyling             
                                            ------------------------------------
                                   Anne ME Greyling, President

Date:    April 17, 1998                     By /s/ Mary Duncan                  
                                            ------------------------------------
                              Mary Duncan, Secretary

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 Sterling Worldwide Corporation and Subsidiaries
Consolidated Statement of Operations
As of September 30, 1997
 (Unaudited)

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 Sterling Worldwide Corporation and Subsidiaries
Consolidated Statement of Operations
As of September 30, 1997
 (Unaudited)

Index 
                                                              Page
                                                              ----

Accountants' Unaudited Report                                          1        

Financial Statements                                                            

Balance Sheet                                                        2      

Statement of Operations                                              3      

Statement of Stockholders' Equity                                    4      

Statement of Cash Flows                                              5      

Notes to Financial Statements                                        6-11   

-i- 

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To the Board of Directors and Stockholders                                      
Sterling Worldwide Corp. and Subsidiaries                                       

The accompanying consolidated balance sheets of Sterling Worldwide Corp. and    
Subsidiaries as of September 30, 1997, and the related statements of operations 
and cash flows for the three and nine months then ended were not audited by us  
and, accordingly, we do not express an opinion on them.                         

/s/ Berkovits & Company, P.A.                                                   
-----------------------------                                                   
Berkovits & Company, P.A.                                               

Plantation, Florida                                                             
February 17, 1998                                                               

-1- 

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                 Sterling Worldwide Corporation and Subsidiaries
                Consolidated Balance Sheet
                 (Unaudited)

                Assets

                                                        [Enlarge/Download Table]

                                                                        9/30/97       12/31/96  
                                                                       Unaudited      Audited   
                                                                      -----------   ----------- 
                                                                                                
Current Assets                                                                                  
  Cash and cash equivalents                                           $    27,111   $    93,888 
  Investments-other                                                        60,000            -- 
  Officer receivable                                                           --        58,469 
  Net current assets of discontinued operations                                --       382,329 
                                                                      -----------   ----------- 

                  Total current assets                                     37,111       534,686 

Property and equipment, net                                             8,084,001         1,249 
Net property and equipment of discontinued operations                          --         4,501 

Intangible assets, net                                                  1,918,490         2,948 
Net intangible assets of discontinued operations                               --        15,833 
Net other assets of discontinued operations                                    --         1,500 
                                                                      -----------   ----------- 

                  Total assets                                        $10,089,602   $   560,717 
                                                                      ===========   =========== 

                         Liabilities and Stockholders' Equity                                   

Current Liabilities                                                                             
  Accounts payable                                                    $   432,260   $        -- 
  Net current liabilities of discontinued operations                           --        67,302 
                                                                      -----------   ----------- 

                  Total current liabilities                               432,260        67,302 
Long Term Liabilities                                                                           
  Note payable-Bank                                                        61,842               
  Mortgage notes  payable                                               4,554,455            -- 
  Minority interest in discontinued operations of subsidiary                   --        46,049 
                                                                      -----------   ----------- 

                  Total liabilities                                     5,048,557       113,351 
                                                                      -----------   ----------- 

Stockholders' Equity                                                                            
  Preferred stock, Class A, $.001 par value, 10,000,000                                         
    shares authorized, issued and outstanding                              10,000            -- 

  Preferred stock, Class B, $.001 par value, 490,000,000                                        
    shares authorized, no shares issued and outstanding                                         

  Common stock; $.001 par value; 500,000,000 shares                                             
  authorized; 51,045,326 and 16,375 shares issued and                                           
  outstanding                                                              51,046            16 
  Additional paid in capital                                            5,194,050       467,796 
  Accumulated (deficit)                                                  (214,051)      (20,446)
                                                                      -----------   ----------- 

                  Total Stockholders' Equity                            5,041,045       467,796 
                                                                      -----------   ----------- 
                  Total Liabilities and Stockholders' Equity          $10,089,602   $   560,717 
                                                                      ===========   =========== 

           The accompanying notes are an integral part of these financial statements.           

                 -2-

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                       Sterling Worldwide Corporation and Subsidiaries
                        Consolidated Statement of Operations
                         (Unaudited)

                                                        [Enlarge/Download Table]

                                                     For the three months             For the nine months    
                                                      ended September 30,             ended September 30,    
                                                    1997            1996            1997            1996     
                                                ------------    ------------    ------------    ------------ 
                                                                                                             
Revenues                                                                                                     
  Sales and commissions                         $     34,258    $               $     34,258    $            
  Other income                                         1,475               0           1,475                 
                                                ------------    ------------    ------------    ------------ 
        Total Revenues                                35,733          35,733                                 
                                                ------------    ------------    ------------    ------------ 
Costs and Expenses                                                                                           
  Costs of goods sold                                 13,827          13,827                                 
  General and administrative                          66,348             415         137,165             415 
                                                ------------    ------------    ------------    ------------ 
        Total Costs and Expenses                      80,175             415         150,992             415 
                                                ------------    ------------    ------------    ------------ 
        Consolidated net(loss) from continuing                                                               
        operations                                   (44,442)           (415)       (115,259)           (415)

(Loss) form discontinued operations                   (4,461)        (67,691)                                
                                                ------------    ------------    ------------    ------------ 
        Consolidated net (loss)                 $    (48,903)   $       (415)   $   (182,950)   $       (415)
                                                ============    ============    ============    ============ 

Net (loss) per common share                     $      (.002)   $      (0.15)   $       (.02)   $      (0.15)
                                                ============    ============    ============    ============ 

Weighted average number of shares                                                                            
  outstanding                                     26,573,070           2,734       8,965,884           1,831 
                                                ============    ============    ============    ============ 

                  The accompanying notes are an integral part of these financial statements                  

                             -3-

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                                                        [Enlarge/Download Table]

                                         Sterling Worldwide Corporation and Subsidiaries                                          
                                    Consolidated Statement of Changes in Stockholders' Equity                                     
                                                           (Unaudited)                                                            

                                                  Preferred Stock          Common Stock                                           
                                              ======================  =====================                                       
                                                 Par Value $0.001        Par Value $0.001    Additional                           
                                              ======================  =====================    Paid in   Accumulated              
                                               Shares       Amount        Shares    Amount     Capital    (Deficit)       Total   
                                              ======================  =====================  ==========  ===========   ===========

                                                                                                                                  
Balance- December 31,1995                                                  1,375   $      1  $   51,999   $  (2,000)  $    50,000 

Issuance of common stock                                                                                                          
  (Regulation S) for cash at $ 50 per                                                                                             
   share on October 29,1996                                                2,500          3     124,997                   125,000 

Issuance of common stock                                                                                                          
  (restricted) on December 24,1996                                                                                                
  for net assets of Travelnet                                                                                                     
  International Corp.                                                     12,500         12     290,800                   290,812 

Net loss for the year                                                                                       (18,446)      (18,446)
                                              ----------    --------  ----------   --------  ----------   ---------   ----------- 
Balance- December 31,1996                                                 16,375         16     467,796     (20,446)      447,366 

Issuance of common stock                                                                                                          
  and preferred stock  (restricted) on                                                                                            
  August 13,1997 for 100% of common                                                                                               
  stock of LY Transportation                                                                                                      
  Construction, LTD.                          10,000,000      10,000  50,000,000     50,000                                60,000 

Issuance of common stock                                                                                                          
  (restricted) on August 17,1997 for                                                                                              
   net assets of Fort Thomas                                                                                                      
   Development Co. LTD., Fort Thomas                                                                                              
   Management Co. LTD. and Limekiln                                                                                               
   Development ,LTD.                                                   1,027,828      1,028   4,676,254                 4,677,282 

Issuance of fractional shares                                              1,123          2                                     2 

Net loss for the period ended                                                                                                     
  September  30, 1997                                                                                      (182,950)     (182,950)
                                              ----------    --------  ----------   --------  ----------   ---------   ----------- 
Balance-September 30, 1997                    10,000,000    $ 10,000  51,045,326   $ 50,000  $5,144,050   $(203,396)  $ 5,001,700 
                                              ==========    ========  ==========   ========  ==========   =========   =========== 

                             The accompanying notes are an integral part of these financial statements                            

                                                   -4-

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                                                        [Enlarge/Download Table]

                               Sterling Worldwide Corporation and Subsidiaries                                           
                                    Consolidated Statement of Cash Flows                                                 
                                                 (Unaudited)                                                             

                                                                 For the three months              For the nine months   
                                                                  ended September 30,              ended September 30,   
                                                                1997               1996           1997            1996   
                                                             ----------         ----------     ----------      --------- 
                                                                                                                         
Cash flows from operating activities:                                                                                    
      Net income (loss)                                      $  (48,903)        $     (415)    $ (182,950)     $    (415)
      Adjustments to reconcile net loss to                                                                               
        net cash used in operating activities                                                                            
      Depreciation and amortization                                 176                               620                
      (Increase) in organizational costs                         (3,050)                           (3,050)               
      Increase in accounts payable                               61,291                            63,728                
      Discontinued operations-non cash charges                                                                           
        and changes in assets and liabilities                   (78,740)                           54,875                
                                                             ----------         ----------     ----------      --------- 
      Net cash from (used in) in operating activities           (69,226)              (415)       (66,777)          (415)
                                                             ----------         ----------     ----------      --------- 

Cash flows provided by financing activities:                                                                             

      Borrowings from officer                                                        2,000                         2,000 
                                                             ----------         ----------     ----------      --------- 
      Net cash provided by financing activities                                      2,000                         2,000 
                                                             ----------         ----------     ----------      --------- 

Net increase (decrease) in cash and cash equivalents            (69,226)             1,585        (66,777)         1,585 

Cash and cash equivalents, beginning of period                   96,337             50,000         93,888         50,000 
                                                             ----------                                                  
Cash and cash equivalents, end of period                     $   27,111         $   51,585     $   27,111      $  51,585 
                                                             ==========         ==========     ==========      ========= 

                        The accompanying notes are an integral part of these financial statements                        

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Sterling Worldwide Corporation and Subsidiaries 
Notes to Financial Statements 

Note 1   ORGANIZATION                                                           

         The Company was incorporated under the laws of the State of Utah on May
       2, 1986 as Koala Capital Corporation and was in the development stage
        since incorporation until December 24, 1996. On December 30, 1993, the
     Company was dissolved as a Utah corporation and reincorporated as a
  Nevada corporation. On October 28, 1996, the name was changed to
Sterling Worldwide Corporation.                               

Note 2   SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES                           

    PRINCIPLES OF CONSOLIDATION- The consolidated financial statements
       include the accounts of Sterling Worldwide Corporation and its wholly
      owned subsidiaries Fort Thomas Development Company Ltd., Fort Thomas
    Management Co. Ltd.. and Limekiln Development Ltd. All significant
intercompany transactions have been eliminated.               

         ACCOUNTING METHODS- The Company recognizes income and expenses based on
        the accrual method of accounting in accordance with generally accepted
accounting principles.                                        

       DIVIDEND POLICY- The Company has not yet adopted any policy regarding
payment of dividends.                                         

         ORGANIZATION COSTS- The Company amortizes its organization costs over a
five year period.                                             

         INCOME TAXES- The Company records the income tax effect of transactions
        in the same year that the transactions enter into the determination of
    income, regardless of when the transactions are recognized for tax
    purposes. Tax credits are recorded in the year realized. Since the
        Company has not yet realized significant income as of the date of this
report, no provision for income taxes has been made.          

    The Company utilizes the liability method of accounting for income
       taxes as set forth in Statement of Financial Accounting Standards No.
    109, "Accounting for Income Taxes" (SFAS 109). Under the liability
       method, deferred taxes are determined based on the difference between
       the financial statement and tax bases of assets and liabilities using
       enacted tax rates in effect in the years in which the differences are
  expected to reverse. An allowance against deferred tax assets is
      recorded when it is more likely than not that such tax benefits will
not be realized.                                              

         CASH AND CASH EQUIVALENTS-For financial statement purposes, the Company
      considers all highly liquid investments with an original maturity of
         three months or less when purchased to be cash equivalents. The Company
   maintains its cash in financial institutions, which are federally
insured up to a limit of $100,000.                            

     INTANGIBLES- Intangible Assets consist of goodwill and organization
costs and are being amortized on a straight -line basis.      

      LOSS PER SHARE- Loss per share is calculated by dividing net loss by
the weighted average common stock and common stock equivalents
     outstanding during the period, adjusted to give effect to a 1 for 4
         reverse stock split in April 1997 and a 1 for 200 reverse split in July
1997.                                                         

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Sterling Worldwide Corporation and Subsidiaries 
Notes to Financial Statements 

      PROPERTY AND EQUIPMENT- Property and equipment are recorded at cost.
         The Company follows the practice of charging expenditures for additions
         or major replacements to the asset accounts. When assets are retired or
        otherwise dispose of, the cost or other basis thereof, and the related
     accumulated depreciation is eliminated from the respective accounts
    with any gain or loss being recognized in that period. The Company
   provides for depreciation using the straight-line method over the
estimated useful lives of the assets as follows:              

                                                                   Years
                                                                   -----
    Buildings                                                       30
    Equipment, Furniture and Improvements                            5

Note 3   LONG-TERM LIABILITIES                                                  

The bank note payable is payable in monthly installments of   
$2,995. Payments are due until August 31, 1999. Interest on   
the note is 11% and it is secured by a second mortgage on the 
         company's property in St. Kitts-Nevis.                       $   61,842
                                                                      ----------

The loan due the government of St. Kitts-Nevis became due     
October 31, 1992. Interest at the rate of 11.5% is computed   
and compounded annually. The liability is secured by a        
         mortgage in favor if the government of St. Kitts-Nevis.      $  864,455

Note payable dated January 1, 1997, interest at 6% mortgage   
         secured by land.                                              2,000,000

Note payable dated January 1, 1997, interest at 6% mortgage   
         secured by land.                                              1,690,000
                                                                      ----------
                                                                      $4,554,455
                                                                      ==========

  The mortgages registered against the property in the amount of $
       3,690,000 due to Equitable Holding Ltd., a company incorporated under
        the Laws of the Federation of St. Christopher and Nevis. The mortgages
        accrues interest at the rate of 6% p.a. starting on Januaray 01, 1997.
   The company has initiated legal proceedings to have the mortgages
removed.                                                      

        In addition, the Registrar of the Supreme Court of St. Kitts-Nevis has
        by letters dated January 12, 1998 advised the company that two caveats
  have been filed by separate non-resident parties, forbidding any
dealings in the said lands of the company.                    

       At this point, the directors are uncertain as to the outcome of these
   caveats. However, the liabilities have been recorded as mortgages
payable.                                                      

Note 4   SUPPLEMENTAL CASH FLOW INFORMATION                                     

For the period ended September 30, 1997:                      

         1).  In connection with the acquisition of the assets and assumption of
             certain liabilities of the Fort Thomas Hotel Resort in St. Kitts,
           the Company issued 1,027,828 shares of stock which it Valued at
            $10,000,000. The assets acquired totaled $10,000,000 and assumed
       liabilities of $5,006,808. The assets exceed liabilities by
$4,993,192.                                         

     2).  The company issued 50,000,000 common shares ,.001 par value or
        $50,000 and 10,000,000 preferred shares, .001 par value or $
         10,000 for 100% of the common stock of LY Transportation. The
            asset acquired is being carried on the balance sheet at $60,000.

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Sterling Worldwide Corporation and Subsidiaries 
Notes to Financial Statements 

Note 5   MINORITY INTERESTS                                                     

        On December 24, 1996, Sterling Worldwide Corporation acquired 86.4% of
     the outstanding stock of Travelnet International Corporation. Total
       assets of $424,452 were acquired with liabilities assumed of $87,591.
 For financial reporting purposes the assets and liabilities are
   included in Sterling Worldwide Corporation consolidated financial
statements and the outside investors interest in Travelnet    
International Corporation is reflected as a minority interest.

Note 6   DISCONTINUED OPERATIONS                                                

      On December 24, 1996 Sterling Worldwide Corporation acquired 585,000
shares of Travelnet International Corporation or 86.4% of its 
      outstanding stock by transferring 12,500 shares of common restricted
shares of its common stock.                                   

     The acquisition was accounted for as a purchase with the results of
 operations of Travelnet International and its wholly subsidiary
Sterling AKG Corp. included from the acquisition date.        

   On August 7, 1997, the Company agreed to dispose of the Company's
majority owned operating subsidiary, Travelnet International  
      Corporation and its wholly subsidiary Sterling AKG Corp. in exchange
     for the common stock owned by its majority shareholder, Laurie Doll
      Gladstone. The shares are being held in escrow until finalization of
   the transaction. Gladstone received an irrevocable three year put
       option which requires the corporation to purchase Gladstone's 584,400
      shares in Travelnet for $2,000,000 in fully registered shares of the
        corporation. If the corporation did not show $10,000,000 in net assets
       on its certified financial statements for the quarter ended September
    30, 1997 on or prior to October 1, 1997, then the corporation must
      return to Ms. Gladstone any such number of shares of the corporation
      which would provide her with 80% of the outstanding securities (on a
        fully diluted basis) of the corporation. The transaction is being held
in escrow until all differences can be reconciled.            

     Summarized results of operations for Travelnet for the period ended
August 1997 are as follows:                                   

                                                      1997
                                                      ----------

                   Net Sales                          $4,011,201
                                                      ----------
                    Operating Loss                     $  (67,691)
                                                      ==========
Loss from discontinued    
                      operations                       $  (67,691)
                                                      ==========

Note 7   COMMON STOCK TRANSACTIONS                                              

        On July 2, 1997, the Company reverse split its common stock on a 1 for
 200 basis. The number of shares outstanding prior the split was
         3,275,000. The number of shares outstanding after this split is 16,375.

        All references to common stock retroactively reflect the stock splits.

         On July 11, 1997, the Company amended its Articles of Incorporation and
Bylaws to provide for the following amended capital structure:

   1.   Authorized share capital be increased from 100,000,000 total
            shares of common stock to 500,000,000 shares of $.001 par value.

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Sterling Worldwide Corporation and Subsidiaries 
Notes to Financial Statements 

    2.   Authorized a series of 10,000,000 shares of Class A Preferred
            Stock of $.001 per share par value. The Class A Preferred Shares
           shall have superpriority voting rights of 100,000 per share and
          that the holders of the Class A shares shall have the right to
            elect majority of the directors to the Board of the Company, and

    3.   Authorized 490,000,000 shares of Class B referred Stock which
              shares shall be non-voting and have a par value of $.001 per share
        and shall be convertible into one share of common stock at a
            conversion rate of ten shares of common stock for each Preferred
Share surrounded.                                   

        On July 11, 1997, the Board of Directors adopted a stock grant for key
    employees, consultants and attorneys. The maximum number of shares
     available for issuance under the plan is 1,000,000 shares of common
stock.                                                        

       On August 13, 1997, the Board approved the acquisition by the Company
       of International Property Investments Corporation, a licensed Florida
        real estate brokerage engaged in the real estate brokering business of
      commercial real estate, in exchange for 150,000 shares of restricted
common stock of the Company.                                  

         On August 13, 1997 the Company agreed to acquire Resort Marketing Group
 Inc., a Florida company specializing in the marketing of Resort
   condominium and resort-related properties in exchange for 150,000
shares of restricted common stock.                            

       On August 13, 1997 in a related party transaction, the Board approved
    the acquisition from LaSalle Group, Ltd. of 100% of the issued and
         outstanding stock of LY Transportation Construction Ltd., a BVI company
        and four corporate entities to be known as Natural Park Bahamas, Ltd.,
    Natural Park S.A. Ltd., Natural Park Alaska, Inc. and Natural Park
        U.S.A, Inc. in exchange for the issuance of 10,000,000 shares of Class
      A Preferred of $.001 par value and 50,000,000 shares of newly issued
       restricted common stock of the Company. The total of $60,000 is being
 reflected as investments other, on the company's balance sheet.

      On August 19, 1997, the Company approved a Resolution to acquire the
        Fort Thomas Resort in St. Kitts in exchange for the issue of 1,027,828
         shares of common stock to be valued at $10.00 per share in exchange for
         the real property commonly known as the Fort Thomas Resort. The Company
  has issued 1,027,828 shares of common stock to be held in escrow
pending the closing of these transactions.                    

Note 8   SUBSEQUENT EVENTS                                                      

  On November 25,1997 the Company approved a resolution to acquire
        certain timber concessions in the Country of Venezuela in exchange for
      the issue of 2,250,000 shares of common stock to be valued at $10.00
   per share. The Company agreed on November 30, 1997 to convert the
 shares pursuant to Regulation "S" provided that it could obtain
    confirmation from the SEC that issuance of the shares to a foreign
       seller in exchange for assets located in a foreign country would meet
        the requirements of Regulation "S". The Company Legal Counsel Mr. John
        Frohling has advised that he is unable to render an opinion qualifying
       the stock issuance under Regulation "S" and therefore the Company has
   issued the restricted common shares to the Assignor Brasmex SA, a
   Panama Corporation. The Company received an Assignment of certain
         timber concessions covering 144,680 hectares and shall be entitled to a
   royalty from operations thereon for the term of the lease and any
extensions thereof equal to 25% of the after expense profits. 

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Sterling Worldwide Corporation and Subsidiaries 
Notes to Financial Statements 

         On November 25, 1997 the Company approved a resolution to enter into an
        operating lease agreement granting the rights to Champion Success Ltd.
         to harvest the timber as provided for in the concessions granted by the
        Government of Venezuela. In exchange for the issue of 1,350,000 shares
     of common stock to be valued at $10 per share Champion Success Ltd.
        agreed to operate the concessions and to provide all necessary logging
   equipment, personnel and financing to operate the concession. The
     Company agreed on November 30, 1997 to convert the shares issued to
    Champion Success Group pursuant to Regulation "S" provided that it
         could obtain confirmation from the SEC that issuance of the shares to a
    foreign seller in exchange for assets located in a foreign country
  would meet the requirements of Regulation "S". The Company Legal
      Counsel Mr. John Frohling has advised that he is unable to render an
opinion qualifying the stock issuance under Regulation "S" and
  therefore the Company has issued the restricted common shares to
         Champion Success Limited, a Nevis Corporation. The Company entered into
     an Operating Lease Agreement and will be entitled to a royalty from
         operations thereon for the term of the lease agreement thereof equal to
      25% of the after expense net revenue from operations. As of the date
  hereof the company has not received any royalty payments and the
       company has requested a detailed statement of operations and expenses
        from the Management Company. On January 10, 1998 the company agreed to
      that in the event that the share price is less than $10 per share in
     September 1998 the company will issue additional shares to Champion
Success Limited.                                              

       On November 11, 1997 the Company to acquired 715,000 shares of common
 shares of Growth Fund partnership Ltd. a Florida Corporation in
        exchange for 2,600,000 shares of common stock of the Company valued at
$10.00 per share.                                             

         On December 13, 1997 the Company approved a resolution to acquire a 25%
        working interest in 50 oil/gas wells located with in the State of West
        Virginia in exchange for of 638,000 share of common stock to be valued
 at $7,000,000. The Company issued the Shares to Mountaineer Gas
       Transmission, Inc. On January 19, 1998 the company agreed to increase
   the number of shares by 1,800,000 shares for a total of 2,483,000
  shares of common stock to satisfy the $7,000,000 purchase price.

       On December 21, 1997 the company approved a resolution to acquire 80%
      of the shares of common stock of Platinum Investment Company Inc. (a
        Bahamian Corporation) in exchange for 4,900,000 shares of common stock
   due to the decline in the price of the Companies common stock. In
        February 1998, the Company agreed to issue an additional 25,000,000 of
        Series of B preferred stock to satisfy the $33,000,000 agreed purchase
price.                                                        

       On January 6, 1998 the Company approved a resolution for the issuance
        of 50,000,000 shares of common stock to LaSalle Group, Ltd. to be used
    as collateral for a loan of $2,500,000 which was to be arranged by
    Atlantic Holdings Limited with in 30 days. On February 7, 1998 the
     shares were returned to treasury of the Company as Atlantic Holding
   Limited were unable to procure the loan within the 30 day period.

 On February 24, 1998, the Company approved a resolution for the
      issuance of 7,500,000 shares of common stock and 15,000,000 Series B
      Preferred stock as partial payment for the purchase of 1640 acres of
  land located on Cat Island in the Bahamas. The purchase price of
         $45,000,000 is to be satisfied as to $30,000,000 by the issuance of the
         stock and balance of $15,000,000 is payable in cash at closing from the
         proceeds of a new first mortgage which the company is seeking to obtain
      on behalf of Platinum Investment Corporation. Limited. Platinum will
       take title to the property and responsible for the development of the
     property the $15,000,000 is due 90 days from the February 18, 1998.

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Sterling Worldwide Corporation and Subsidiaries 
Notes to Financial Statements 

        On February 18, the company agreed to acquire 10% of Russian Transport
       Insurance Co in exchange for 3,000,000 shares of the common stock and
        97,000,000 Series C Preferred Shares. As part of the agreement 350,000
   shares common stock of the company is to be issued to Growth Fund
  Partnership Inc. For arranging the transaction. Growth fund will
     receive 50% of the all consideration received by Sterling Worldwide
    Corporation from RTIC in terms of the agreement. This agreement is
        subject to the approval of the RTIC board of directors with in 45 days
from March 9, 1998.                                           

       On March 4, 1998, the Company authorized an amendment to its Articles
  of Incorporation and Bylaws to provide for the following amended
capital structure:                                            

      Authorized 97,0000 shares of Series C. Preferred stock. at $1.00 par
value.                                                        

       Authorized 8,000,000 shares of Series D. Preferred Stock which shares
        shall be non-assessable convertible preferred stock par value of $5.00
       per share and convertible into 5 units, a unit consisting of 5 shares
         of fully paid, non-assessable, unregistered common stock and 5 warrants
    convertible into 5 fully paid, non-assessable, unregistered common
         stock at a warrant exercise price of $2.00 per share with an expiration
         date for said warrants two (2) years following the date of the issuance
of the warrants.                                              

        On March 7, 1998 in a related party transaction, the board approved of
         a 50% Joint Venture together with LaSalle Group, Ltd. in terms of which
       the company and LaSalle Group Ltd. will jointly acquire and develop a
   1717 acre land tract, located in Swain County North Carolina. The
         agreement provides for a 50/50 Joint Venture ownership and operation of
 the Property. In exchange for the 50% ownership interest in the
  property the company will issue of 8,000,000 shares of Series D.
     Preferred stock of the Company. LaSalle Group, Ltd. will contribute
        $8,000,000 towards the acquisition of the land by issuing a promissory
         note in favor of the seller of the land. Natural Park USA Inc. a wholly
        owned subsidiary of the Company will hold title and be responsible for
the development of the property.                              

    On March 11, 1998 the company entered into an Agreement with First
        Premium Alliance Holding Limited to issue 5,000,000 shares of Series B
      preferred stock to First Premium Alliance Holdings Limited. who will
        utilize the stock as collateral to obtain working capital and secure a
      deposit for a leasehold interest in a resort property known as Buena
      Vista Lodge and Hotel in Guanacaste, Costa Rica. The company entered
     into a 50% interest in a Joint Venture Agreement with First Premium
    Alliance Holdings Limited to acquire, operate, manage, develop and
market the property as a Multi-ownership vacation resort.     

  On March 11, 1998 the Board approved the acquisition by Platinum
    Investment Company Ltd. of a tract of land known as Sierra Pelada,
  (1,150,000 square meters ) in the Province of Malaga, Spain. The
       company will issue 3,544,000 shares of restricted common stock to the
 sellers of the land. The purchase price of $7,544,000, is to be
       satisfied as to 3,544,000 by the issuance of the stock and balance of
         $3,000,000 is payable in cash at closing Limited who will take title to
       the property and responsible for the development of the property. The
      $3,000,000 balance of purchase price is payable at closing within 60
days of March 11, 1998                                        

        On March 24, 1998, the Company authorized an amendment to its Articles
  of Incorporation and Bylaws to provide for the following amended
capital structure:                                            

      Authorized 100,000,000 shares of Series C. Preferred stock, at $1.00
    par value. The stock is convertible into 1/10 of a share of common
stock.                                                        

       Authorized 8,000,000 shares of Series D. Preferred Stock which shares
     shall be non-assessable convertible preferred stock stated value of
      $5.00 per share and convertible into 5 units; a unit consisting of 5
      shares of fully paid, non-asessable, unregistered common stock and 5
    warrants convertible into 5 fully paid, non-assessable, registered
     common stock at a warrant exercise price of $2.00 per share with an
       expiration date for said warrants two (2) years following the date of
the issuance of the warrants.                                 

    The par value of the Preferred Stock, Class A. has been changed to
$.001 per share.                                              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10QSB’ Filing		Date		First		Last			Other Filings
		8/31/99		24
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		12/31/98		5
		9/30/98		4		6
		7/3/98		4		13
Filed on:		4/27/98
		4/18/98		6		12
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		3/24/98		7		28
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		3/4/98		28
		2/28/98		8
		2/24/98		12		27
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		2/7/98		27
		1/19/98		11		27
		1/12/98		24
		1/10/98		4		27
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		11/30/97		10		27
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		11/11/97		27
		10/28/97		3					10-Q,  8-K
		10/1/97		9		25
For Period End:		9/30/97		1		25			NTN 10K,  NTN 10Q
		8/19/97		8		26
		8/15/97		7		8
		8/13/97		26
		8/7/97		9		25
		7/11/97		25		26
		7/10/97		14
		7/2/97		25
		1/1/97		24
		12/24/96		23		25
		10/28/96		23
		12/30/93		23
		10/31/92		24
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