UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D / A
Under the Securities Exchange Act of 1934
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
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(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
74315V 10 6
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(CUSIP Number)
Professional Wrestling Alliance Corporation
15692 Gault Street
Van Nuys, CA
(818) 786-7154
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 7,2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the statement ( ).
<PAGE>
SCHEDULE 13D
CUSIP No. 74315V 10 6 Page 1 of 3 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hudson Consulting Group, Inc.
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( x )
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Hudson Consulting Group, Inc. is a corporation organized under laws of
the State of Nevada.
7) SOLE VOTING POWER 7,189,224
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 7,189,224
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,189,224
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 74315V 10 6 Page 2 of 3 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oasis International Hotel & Casino, Inc.
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( x )
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Oasis International Hotel & Casino, Inc. is a corporation organized
under laws of the State of Nevada.
7) SOLE VOTING POWER 1,200,000
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 1,200,000
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.587%
14) TYPE OF REPORTING PERSON
CO
2
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SCHEDULE 13D
CUSIP No. 74315V 10 6 Page 3 of 3 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Surber
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( x )
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Richard Surber is the President of Hudson Consulting Group, Inc. and
Oasis International.
7) SOLE VOTING POWER 800,100
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 800,100
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,100
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.054%
14) TYPE OF REPORTING PERSON
IN
3
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Item 1. Security and Issuer
This schedule relates to the common stock, par value $0.001 per share, of
Professional Wrestling Alliance Corporation ("Common Stock"). Professional
Wrestling Alliance Corporation, a Delaware corporation (f.k.a. Jutland
Enterprises, Inc.) has its principal executive offices located at 15692 Gualt
Street, Van Nuys, California 91406. ("Issuer").
Item 2. Identity and Background
(a) This statement is filed by Hudson Consulting Group, Inc., a Nevada
corporation ("Hudson"), Oasis International Hotel & Casino, Inc., a Nevada
corporation ("Oasis International"), and Richard Surber ("Surber").
(b) The principal business address for Hudson, Oasis International, and Surber
is 268 West 400 South, Salt Lake City, Utah 84101.
(c) Hudson is a consulting company. Oasis International is a real estate
development company. Surber is the President of Hudson and Oasis
International. Oasis International is a sibling corporation to Hudson.
(d) Hudson, Oasis International, and Surber have never been convicted in a
criminal proceeding.
(e) During the last five years, Hudson, Oasis International, and Surber have
not been a party to a civil proceeding that resulted in a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to an Advisory Agreement entered into between Hudson and Leland
Stringer, Barry Vichnick, Allen Nelson, and Pamela Nissen dated November 17,
1999 ("Advisory Agreement"), attached hereto bas Exhibit "A", Hudson received
5,000,000 shares of the Issuer's Common Stock for consulting services rendered
to Leland Stringer, Barry Vichnick, Allen Nelson, and Pamela Nissen. Pursuant to
a Settlement and Release Agreement entered into between Andrew Thorburn and
Hudson dated February 9, 2000, attached hereto as Exhibit "B", Hudson delivered
57,000 shares of the Issuer's common stock to Andrew Thornburn. Pursuant to a
Real Estate Purchase Agreement between Oasis Fields, L.L.C., Oasis
International, and Issuer, dated February 26, 2000, and attached hereto as
Exhibit "C", Oasis International received 1,200,000 shares of the Issuer's
common stock in consideration of the purchase price of property that Issuer
purchased from Oasis Fields, L.L.C.
Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the acquisition of
the Issuer's securities and describes any plans or proposals resulting in
material transactions with the Issuer. Hudson acquired its shares of the
Issuer's Common Stock in consideration of consulting services rendered to Leland
Stringer, Barry Vichnick, Allen Nelson, and Pamela Nissen.
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Hudson delivered 57,000 shares of the Issuer's common stock to Andrew Thorburn
in consideration of a mutual release from any and all claims that arise from the
Consulting Agreement entered into between Hudson and Andrew Thornburn dated
March 19, 1999.
Oasis International received 1,200,000 shares of the Issuer's common stock in
consideration of the purchase price of property that Issuer purchased from Oasis
Fields, L.L.C.
Richard Surber received his 800,100 shares of the Issuer's common stock for
services rendered to Issuer.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each person or entity named in Item 2
may be found in rows 11 and 13 of the cover page.
(b) The powers of the reporting person or entity identified in the preceding
paragraph has relative to the shares discussed herein may be found in rows 7
through 10 of the cover page.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed herein.
(d) No person or entity aside from the reporting person or entity listed herein
has the right to receive or power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no current contracts, arrangements, understandings, or relationships
with respect to the securities of the Issuer that will result in any issuance to
the reporting individual except for that: Oasis International is a sibling
corporation to Hudson and Richard Surber is the President of both Hudson and
Oasis International.
[this space left blank intentionally]
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Item 7. Material to Be Filed as Exhibits.
Advisory Agreement dated November 17, 1999, between Hudson and Leland Stringer,
Barry Vichnick, Allen Nelson, Pamela Nissen.
Settlement and Release Agreement dadoed February 9, 2000, between Andrew
Thorburn and Hudson.
Real Estate Purchase Agreement dated February 26, 2000, between Oasis Fields,
L.L.C., Oasis International, and Issuer.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Hudson Consulting Group, Inc.
a Nevada corporation
Date: March 7, 2000 By: /s/ Richard D. Surber
---------------------------- --------------------------
Richard D. Surber
Its: President
Oasis International Hotel & Casino, Inc.
a Nevada corporation
Date: March 7, 2000 By: /s/ Richard D. Surber
---------------------------- --------------------------
Richard D. Surber
Its: President
Date: March 7, 2000 By: /s/ Richard Surber
----------------------------- --------------------------
Richard Surber
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
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<PAGE>
Exhibit "A"
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT ( the "Agreement") is made this 17th day of
November 1999, by and between Hudson Consulting Group, Inc., a Nevada
corporation ("Advisor") and Leland Stringer, Barry Vichnick, Allen Nelson and
Pamela Nissen, the shareholders of The Professional Wrestling Alliance a Nevada
corporation with its offices located in Van Nuys, California (the shareholders
are hereinafter jointly referred to as "PWA").
WHEREAS, Advisor and Advisors's Personnel (as defined below) have
experience in evaluating and effecting mergers and acquisitions, advising
corporate management, and in performing general administrative duties for
publicly-held companies and development stage investment ventures; and
WHEREAS, PWA desires to retain Advisor to advise and assist PWA in
their development of The Professional Wrestling Alliance on the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, PWA and Advisor agree
as follows:
1. Engagement
PWA hereby retains Advisor, effective as of the date hereof ( the
"Effective Date") and continuing until termination, as provided herein,
to assist PWA in effecting the purchase of businesses and assets
relative to their business and growth strategy, general business and
financial issues consulting, the introduction of PWA to public
relations firms and consultants and others that may assist PWA in their
plans and future (the "Services"). The Services are to be provided on a
"best efforts" basis directly and through Advisor's officers or others
employed or retained and under the direction of Advisor ("Advisor's
Personnel"); provided, however, that the Services shall expressly
exclude all legal advice, accounting services or other services which
require licenses or certification which Advisor may not have.
2. Term
This Agreement shall have an initial term of six (6) months (the
"Primary Term"), commencing with the Effective Date. At the conclusion
of the Primary Term this Agreement will automatically be extended for
the same term ( the "Extension Period") unless Advisor or PWA shall
serve written notice on the other party terminating the Agreement. Any
notice to terminate given hereunder shall be in writing and shall be
delivered at least thirty (30) days prior to the end of the Primary
Term or any subsequent Extension Period.
3. Time and Effort of Advisor
Advisor shall allocate time and Advisors Personnel as it deems
necessary to provide the Services. The particular amount of time may
vary from day to day or week to week. Except as otherwise agreed,
Advisor's monthly statement identifying, in general, tasks performed
for PWA shall be conclusive evidence that the Services have
been performed.
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Additionally, in the absence of willful misfeasance, bad faith,
negligence or reckless disregard for the obligations or duties
hereunder by Advisor, neither Advisor nor Advisor's Personnel shall be
liable to PWA or any of its shareholders for any act or omission in the
course of or connected with rendering the Services, including but not
limited to losses that may be sustained in any corporate act in any
subsequent Business Opportunity (as defined herein) undertaken by PWA
as a result of advice provided by Advisor or Advisors's Personnel.
4. Compensation
PWA agrees to pay Advisor a fee for the Services ("Advisory Fee") by
way of the delivery by PWA of Four Hundred Thousand Dollars ($400,000)
payment of which shall be made in monthly payments of not less than
$25,000 per month, beginning thirty days after the execution hereof,
with any remaining balance due one year from the execution hereof, any
past due amounts shall bear interest at the rate of twelve percent
(12%) per annum until paid in full. Advisor shall be entitled to the
recovery of reasonable attorney's fees in the event legal action is
taken to recover any unpaid fees due under this Agreement. PWA further
agrees to secure or guaranty the payment of the Advisory Fee with up to
Fifty Million (50,000,000) shares of Jutland Enterprises Common Stock
in the event that an acquisition with Jutland is closed, by delivery of
certificates of Jutland common stock to Hudson in the face amount of
Fifty Million (50,000,000) shares, such shares may be restricted
pursuant to Rule 144. The shares of each individual shall be sold on a
pro-rate basis equal to the number of shares they deposit with Advisor
in the event of a default in payment of the Advisory Fee. Upon full
payment to Advisor under the terms provided for herein, all shares
shall be returned to PWA as remain at that time.
5. Other Services
If, PWA enters into a merger or exchanges securities with, or purchases
the assets or enters into a joint venture with, or makes an investment
in Jutland Enterprises, Inc. a company introduced to PWA by Advisor ( a
"Business Opportunity"), PWA agrees to pay Advisor a fee equal to Five
Million (5,000,000) restricted shares of the common stock of Jutland,
which shall be payable immediately following the closing of such
transaction, the "Transaction Fee". Hudson shall also be granted in the
event of such a transaction the exclusive right as promoter to live
events and productions of The Professional Wrestling Association in the
state of Utah.
6. Registration of Shares
Company agrees that any shares issued to satisfy a Transaction Fee may
be registered by the issuer with the Securities and Exchange Commission
under any subsequent applicable registration statement filed by the
issuer at PWA's discretion. Such issuance or reservation of shares
shall be in reliance on representations and warranties of Advisor set
forth herein.
7. Costs and Expenses
All third party and out-of-pocket expenses incurred by Advisor in the
performance of the Services or for the settlement of debts shall be
paid by PWA, or Advisor shall be reimbursed if paid by Advisor on
behalf of PWA, within ten (10) days of receipt of written notice by
Consultant, provided that PWA must approve in advance all such expenses
in excess of $500 per month.
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8. Place of Services
The Services provided by Advisor or Advisor's Personnel hereunder will
be performed at Advisor's offices except as otherwise mutually agreed
by Advisor and PWA.
9. Independent Contractor
Advisor and Advisor's Personnel will act as an independent contractor
in the performance of its duties under this Agreement. Accordingly,
Advisor will be responsible for payment of all federal, state, and
local taxes on compensation paid under this Agreement, including income
and social security taxes, unemployment insurance, and any other taxes
due relative to Advisor's Personnel, and any and all business license
fees as may be required. This Agreement neither expressly nor impliedly
creates a relationship of principal and agent, or employee and
employer, between Advisor's Personnel and PWA. Neither Advisor nor
Advisor's Personnel are authorized to enter into any agreements on
behalf of PWA. PWA expressly retains the right to approve, in their
sole discretion, each Asset Opportunity or Business Opportunity
introduced by Advisor, and to make all final decisions with respect to
effecting a transaction on any Business Opportunity.
10. Rejected Asset Opportunity or Business Opportunity
If, during the Primary Term of this Agreement or any Extension Period,
PWA elects not to proceed to acquire, participate or invest in any
Business Opportunity identified and/or selected by Advisor,
notwithstanding the time and expense PWA may have incurred reviewing
such transaction, such Business Opportunity shall revert back to and
become proprietary to Advisor, and Advisor shall be entitled to acquire
or broker the sale or investment in such rejected Business Opportunity
for its own account, or submit such assets or Business Opportunity
elsewhere. In such event, Advisor shall be entitled to any and all
profits or fees resulting from Advisor's purchase, referral or
placement of any such rejected Business Opportunity, or PWA's
subsequent purchase or financing with such Business Opportunity in
circumvention of Advisor
11. No Agency Express or Implied
This Agreement neither expressly nor impliedly creates a relationship
of principal and agent between PWA and Advisor, or employee and
employer as between Advisor's Personnel and PWA.
12. Termination
PWA and Advisor may terminate this Agreement prior to the expiration of
the Primary Term upon thirty (30) days written notice with mutual
written consent. Failing to have mutual consent, without prejudice to
any other remedy to which the terminating party may be entitled, if
any, either party may terminate this Agreement with thirty (30) days
written notice under the following conditions:
(A) By PWA.
------
(i) If during the Primary Term of this Agreement or any
Extension Period, Advisor is unable to provide the Services
as set forth herein for thirty (30) consecutive business
days because of illness, accident, or other incapacity of
Advisor's Personnel; or,
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(ii) If Advisor willfully breaches or neglects the duties
required to be performed hereunder; or,
(iii)At PWA's option without cause upon 30 days written notice
to Advisor; or
(B) By Advisor.
-----------
(i) If PWA breaches this Agreement or fails to make any payments
or provide information required hereunder; or,
(ii) If PWA subsequent to the execution hereof has a receiver
appointed for their business or assets, or otherwise becomes
insolvent or unable to timely satisfy their obligations in
the ordinary course of business, including but not limited
to the obligation to pay the Initial Fee, the Transaction
fee, or the Advisory Fee; or,
(iii)If any of the disclosures made herein or subsequent hereto
by PWA to Consultant are determined to be materially false
or misleading.
In the event Advisor elects to terminate without cause or this
Agreement is terminated prior to the expiration of the Primary Term or
any Extension Period by mutual written agreement, or by PWA for the
reasons set forth in A(i) and (ii) above, PWA shall only be responsible
to pay Advisor for unreimbursed expenses, Advisory Fee and Transaction
Fee accrued up to and including the effective date of termination. If
this Agreement is terminated by PWA for any other reason, or by Advisor
for reasons set forth in B(i) through (iii) above, Advisor shall be
entitled to any outstanding unpaid portion of reimbursable expenses,
Transaction Fee, if any, and for the remainder of the unexpired portion
of the applicable term (Primary Term or Extension Period) of the
Agreement.
13. Indemnification
Subject to the provisions herein, PWA and Advisor agree to indemnify,
defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses,
including without limitation, interest, penalties and attorneys' fees
and expenses asserted against or imposed or incurred by either party by
reason of or resulting from any action or a breach of any
representation, warranty, covenant, condition, or agreement of the
other party to this Agreement.
14. Remedies
Advisor and PWA acknowledge that in the event of a breach of this
Agreement by either party, money damages would be inadequate and the
non-breaching party would have no adequate remedy at law. Accordingly,
in the event of any controversy concerning the rights or obligations
under this Agreement, such rights or obligations shall be enforceable
in a court of equity by a decree of specific performance. Such remedy,
however, shall be cumulative and nonexclusive and shall be in addition
to any other remedy to which the parties may be entitled.
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15. Miscellaneous
(A) Subsequent Events. Advisor and PWA each agree to notify the
other party if, subsequent to the date of this Agreement,
either party incurs obligations which could compromise its
efforts and obligations under this Agreement.
(B) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing
executed by the parties hereto.
(C) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take
actions and to execute and deliver documents as may be
reasonably necessary to effectuate the purposes of this
Agreement.
(D) Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed. The failure of any party to this Agreement
to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such
provision or a waiver of the right of such party thereafter to
enforce each and every such provision. No waiver of any breach
of or noncompliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or noncompliance.
(E) Assignment. Neither this Agreement nor any right created by it
shall be assignable by either party without the prior written
consent of the other.
(F) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the United
States mails for transmittal by certified or registered mail,
postage prepaid, or when deposited with a public telegraph
company for transmittal, or when sent by facsimile
transmission charges prepared, provided that the communication
is addressed:
(i) In the case of PWA:
5353 Noble Ave
Van Nuys, California 91411
Telephone: (818) 986-7431
Telefax: (818) 501-5243
Attention: Leland Stringer
(ii) In the case of Advisor:
Hudson Consulting Group, Inc.
268 West 400 South
Salt Lake City, Utah 84101
Telephone: (801) 575-8073
Telefax: (801) 575-8092
Attention: Richard D. Surber, President
or to such other person or address designated in writing by PWA or
Advisor to receive notice.
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(G) Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(H) Governing Law. This Agreement was negotiated and is being
contracted for in Utah, and shall be governed by the laws of the
State of Utah, and the United States of America, not withstanding
any conflict-of-law provision to the contrary.
(I) Binding Effect. This Agreement shall be binding upon the parties
hereto, jointly and severally as to the individuals designated
herein as PWA, and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(J) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the parties
relating to the subject matter of this Agreement. No oral
understan dings, statements, promises, or inducements contrary to
the terms of this Agreement exist. No representations,
warranties, covenants, or conditions, express or implied, other
than as set forth herein, have been made by any party.
(K) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
(L) Counterparts. A facsimile, telecopy, or other reproduction of
this Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument,
by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on
behalf of such party can be seen. In this event, such execution
and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties
agree to execute an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof.
(M) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.
"Advisor" "PWA" Jointly and Severally
Hudson Consulting Group, Inc.
A Nevada Corporation /s/ Leland Stringer
-------------------
Leland Stringer
By: /s/ Richard D. Surber /s/ Barry Vichnick
----------------------------- -------------------
Name: Richard D. Surber Barry Vichnick
Title: President
/s/ Allan Nelson
-------------------
Allen Nelson
/s/ Pamela Nissen
--------------------
Pamela Nissen
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Exhibit "B"
SETTLEMENT AGREEMENT AND RELEASE
Now comes, Hudson Consulting Group, Inc., a Nevada corporation ("Hudson")
and Andrew Thorburn, an individual resident of California, ("Thorburn").
WHEREAS, the parties wish to compromise and resolve all outstanding
obligations between them that arise of that certain Consulting Agreement dated
the 19th day of March, 1999.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreement set forth herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Hudson and Thorburn
agree as follows:
(1) Hudson will deliver to Thorburn: i) Fifty Thousand (50,000) shares of
restricted common stock pursuant to Rule 144 in Professional Wrestling
Alliance Corporation (fka Jutland Enterprises, Inc.), ii) Jutland
Enterprises, Inc. shares certificate #1054, for Seven Thousand (7,000)
shares of common stock held in the name of Michael Thorburn, and iii) a
Promissory Note in the sum of Five Thousand Dollars ($5,000) payable at
the earlier of ninety (90) days or the sale of Fifty Thousand (50,000)
shares of Professional Wrestling Alliance Corporation common stock
transferred to Hudson by David Thorburn.
(2) Thorburn will deliver by February 4 2000 the forms, powers and any
other document required, including Medallion Signature Guaranty on a
stock power, required to complete the transfer to Hudson of Fifty
Thousand (50,000) shares of restricted, pursuant to Rule 144, common
stock in Professional Wrestling Alliance Corporation (fka Jutland
Enterprises, Inc.), currently held in the name of David Thorburn,
certificate number 5368, dated January 23, 1994.
(3) Both parties hereby release the other from any and all claims that
arise from the Consulting Agreement dated the 19th day of March, 1999
and hereby agree that the same shall be of no force and or effect as of
this date forward. All prior payments and exchanges between the parties
are to be retained by the party presently in possession thereof and the
only obligation remaining on the parties is to complete paperwork to
complete any transfer or transaction to complete the process of
transfer of ownership. All other claims for payment or delivery are
hereby waived and released.
(4) This Agreement was negotiated and is being contracted for in Utah, and
shall be governed by the laws of the State of Utah, and the United
States of America, notwithstanding any conflict-of-law provision to the
contrary.
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(5) All other terms and conditions of the Consulting Agreement remain the
agreement of the parties and are in full force and effect except as
specifically waived or released herein.
IN WITNESS WHEREOF, the parties have executed this Settlement Agreement
and Release this 9th day of February 2000.
Andrew Thorburn Hudson Consulting Group, Inc.
A Nevada corporation
/s/ Andrew Thorburn By: /s/ Richard Surber
---------------------------- --------------------
Andrew Thorburn Richard Surber, President
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Exhibit "C"
REAL ESTATE PURCHASE AGREEMENT
PARTIES: Oasis Fields, L.L.C. - Seller, a Nevada limited liability corporation,
with a mailing address of P. O. Box 4127 Ormond Beach, Florida 32175.
Oasis International Hotel & Casino, Inc. - Mortgage Holder, a
Nevada Corporation with its offices located at 268 West 400
South, Suite 300, Salt Lake City, Utah 84101.
Professional Wrestling Alliance Corporation - Buyer, a
Delaware corporation wit its offices located at 15962 Gault
Street, Van Nuys, California 91406.
PROPERTY: 2.145 acres, designated as Parcel No. 2 as shown on the Parcel Map for
Oasis International Hotel and Casino, Inc., filed in the office of
the Elko County Recorder, Elko, Nevada, at file no. 433771, located in
a portion of Sections 2 and 3, Township 38 North, Range 66 East,
M.D.B.&M.and as more specifically set forth in Exhibit "A" as attached
hereto.
Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the
property as set forth above and the Mortgage Holder agrees to release all claims
to the property upon the following terms and conditions:
Price: Total purchase price shall be one million two hundred
thousand restricted shares of the common stock of
Buyer for the property as described herein above, the
purchase price to be paid as provided for at the time
of closing.
Payment: The purchase price is to paid at closing, transfer of
one million two hundred thousand (1,200,000)
restricted shares of the common stock of Buyer shall
be transferred to the Mortgage Holder as full and
final payment of all sums owed to the Mortgage Holder
by the Seller..
DEPOSIT: The parties shall deposit with an agreed and designated Escrow Holder,
all funds and instruments necessary to complete the sale in accordance with the
terms hereof.
CLOSING: This transaction shall be closed on or before thirty days from the date
hereof, or thereafter if extended by the agreement of both parties hereto.
Closing shall occur when: (a) Buyer, Seller and Mortgage Holder have signed and
delivered to an escrow/title company all documents required by this Contract, by
written escrow instructions and by applicable law; and (b) the monies required
to be paid under these documents, have been delivered to the escrow/title
company in the form of cashier's check, collected or cleared funds. Seller and
Buyer shall each pay one-half (1/2) of the escrow Closing fees. Taxes and
assessments for the current year, rents, and interest on assumed obligations
shall be prorated as set forth in this Section. Prorations set forth in this
Section shall be made as of the date of Closing.
POSSESSION: Buyer shall have right to possession upon closing.
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BROKER & AGENTS: The Buyer shall be liable to Melvin Fields for a fee for his
services in arranging this sale and transfer and shall transfer to Mr. Fields
one hundred twenty thousand shares of its common stock as compensation for those
services.
EVIDENCE OF TITLE: Seller has, or shall have at Closing, fee title to the
Property and agrees to convey such title to Buyer by deed, free of financial
encumbrances as warranted herein.
SELLER'S DISCLOSURES: Seller will deliver to Buyer the following Seller
Disclosures; (a) a copy of all loan documents relating to any loan now existing
which will encumber the Property after Closing; and (b) a copy of all leases
affecting the Property not expiring prior to Closing. Seller agrees to pay any
title commitment cancellation charges.
GENERAL CONTINGENCIES: Buyer's approval of the content of items referenced in
Seller's Disclosures and Buyer's inspection of the Property. Any inspection
shall be paid for by Buyer and shall be conducted by an individual/company of
Buyer's choice. Seller agrees to fully cooperate with such inspection and a
walk-though inspection of the Property as reasonably requested by the Buyer.
Buyer shall have 5 days after receipt of the content of Seller's
Disclosures to determine, if, in Buyer's sole discretion, the content of all
Seller Disclosures is acceptable.
If Buyer does not deliver a written objection to Seller regarding a
Seller Disclosure or the Property Inspection within the time provided above,
that document or inspection will be deemed approved or waived by Buyer.
If Buyer objects, Buyer and Seller shall have 10 calendar days after
receipt of the objections to resolve Buyer's objections. Seller may, but shall
not be required to, resolve Buyer's objections. If Buyer's objections are not
resolved within the 10 calendar days, Buyer may void this Contract by providing
written notice to Seller within the same 10 calendar days. If this contract is
not voided by Buyer, Buyer's objection is deemed to have been waived. However,
this waiver does not affect any other matters warranted by Seller.
CHANGES DURING TRANSACTION: Seller agrees that no changes in any existing leases
shall be made, no new leases entered into, and no substantial alterations or
improvements to the Property shall be made or undertaken without the written
consent of the Buyer.
AUTHORITY OF SIGNERS: The persons executing this Contact on behalf of the Buyer,
Mortgage Holder and the Seller warrant that each has the authority to do so and
to bind the named Buyer, Mortgage Holder and Seller corporations.
COMPLETE CONTRACT: This instrument together with its addenda, any attached
exhibits, and Disclosures constitute the entire Contract between the parties and
supersedes and replaces any and all prior negotiations, representations,
warranties, understandings, term sheets or contracts between the parties. This
Contract cannot be changed except by written agreement of the parties.
DISPUTE RESOLUTION: The parties agree that any dispute or claim relating to this
Contract, including but not limited to the breach or termination of this
Contract, or the services related to this transaction, shall first be submitted
to mediation in accordance with the Rules of the American Arbitration
Association. Disputes shall include representations made by the parties, any
broker or other person or entity in connection with the sale, purchase,
financing, condition or other aspect of the Property to which this Contract
pertains, including without limitation, allegations of concealment,
misrepresentation, negligence and/or fraud.
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Each party agrees to bear its own costs of mediation. Any agreement signed by
the parties pursuant to the mediation shall be binding. If mediation fails, the
procedures applicable and remedies available under this Contract shall apply.
Nothing in this paragraph shall prohibit any party from seeking emergency
equitable relief pending mediation. The parties agree that mediation under this
paragraph is not mandatory, but is optional upon agreement of all parties.
DEFAULT: If Buyer defaults, Seller may elect to either retain any payments made
as liquidated damages or to return any Deposit and sue Buyer to enforce Seller's
rights. If Seller defaults, Buyer is entitled to the return of any payments or
to sue Seller to enforce Buyer's rights. If Mortgage Holder defaults, Buyer and
Seller are entitled to the return of anything placed in escrow and to void the
terms of this agreement. Where a section of this Contract provides a specific
remedy, the parties intend that the remedy shall be exclusive regardless of
rights which might otherwise be available under common law.
ATTORNEY'S FEES: In any action arising out of this Contract, the prevailing
party shall be entitled to costs and reasonable attorney's fees.
APPLICABLE LAW AND VENUE DESIGNATION: The parties agree that the Law of the
State of Nevada shall apply to any issue arising under this Agreement and the
parties further agree and stipulate that the Courts located in the County of
Elko, Nevada have jurisdiction to hear and rule upon any dispute arising under
this Agreement.
ABROGATION: Except for express warranties made in this Contract, the provisions
of this Contract shall not apply after Closing.
RISK OF LOSS: All risk of loss or damage to the Property shall be borne by
Seller until Closing.
TIME IS OF THE ESSENCE: Time is of the essence regarding the dates set forth in
this transaction. Extensions must be agreed to in writing and by all parties.
Performance under each section and paragraph of this Contract which references a
date shall be required absolutely by 5:00 p.m. Pacific Time on the stated date.
ZONING: The parties agree to cooperate in the zoning of any of the property,
including the development of a master plan for the area in support of any
application by either party for zoning change applications.
HEADINGS AND CAPTIONS: The headings or captions of paragraphs are included
solely for convenience. If a conflict exists between any heading or caption and
the text of this Agreement, the text shall control.
SEVERABILITY: If any of the terms or provisions of this Agreement are determined
to be invalid, such invalid term or provision shall not affect or impair the
remainder of this Agreement, but such remainder shall continue in full force and
effect to the same extent as though the invalid term or provision were not
contained herein.
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EXECUTION IN COUNTERPARTS: This Agreement may be executed in two or more
counterparts, each of which may be executed by one of the parties, with the same
force and effect as though all of the parties executing such counterparts have
executed but one instrument.
FACSIMILE (FAX) DOCUMENTS: Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original.
SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, legal representatives,
successors and permitted assigns.
ACCEPTANCE: Acceptance occurs when Seller or Buyer, responding to any offer or
counteroffer, (if any) (a) signs the offer or counter where noted to indicate
acceptance; and (b) communicates to the other party or the other party's agent
that the offer or counteroffer has been signed as required.
OASIS FIELDS L.L.C.
SELLER'S SIGNATURE:
By: /s/ Date:
--------------------------------
Print name and Title
OASIS INTERNATIONAL HOTEL & CASINO, INC.
MORTGAGE HOLDER'S SIGNATURE:
By: /s/ Date:
--------------------------------
Print name and Title
PROFESSIONAL WRESTLING ALLIANCE CORPORATON
BUYER'S SIGNATURE:
By: /s/ Date:
--------------------------------
Print name and Title
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EXHIBIT "A"
REAL PROPERTY DESCRIPTION
Real property located in the County of Elko, State of Nevada, described
as follows:
TRACT:
Parcel No. 2, as shown on Parcel Map for OASIS INTERNATIONAL HOTEL and
CASINO, INC., filed in the office of the County Recorder of Elko County on
October 15, 1998, as File NO. 433771, located in a portion of Section 2,
Township 38 North, Range 66 East, M.D.B. & M.
EXCEPTING THEREFROM that portion of said land, as reserved by the State of
Nevada, in deed recorded July 18, 1950, in Book 58, Page 287, Deed Records,
Elko County, Nevada.
FURTHER EXCEPTING THEREFROM all oil and gas, in the land so patented, and
to it or person authorized by it, the right to prospect for, mine and
remove deposits from the same upon compliance with the conditions and
subject to the provisions and limitations of the Act of July 17, 1914, (38
Stat. 509), as reserved by the UNITED STATES OF AMERICA, in deed recorded
December 13, 1966, in Book 76, Page 684, Official Records, Elko County,
Nevada.
EXHIBIT "A"
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