UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
(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)
BonnieJean C. Tippetts
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(801) 575-8073
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(Name, address and telephone number of person authorized
to receive notices and communications)
July 27, 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 ( ).
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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
World Alliance Consulting, Inc.
f/k/a A-Z Professional Consultants, 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
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
World Alliance Consulting, Inc. is a corporation organized under laws
of the State of Utah.
7) SOLE VOTING POWER
NUMBER OF 25,185,139
SHARES
BENEFICIALLY 8) SHARED VOTING POWER -0-
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 25,185,139
PERSON WITH
10) SHARED DISPOSITIVE POWER -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,185,139
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.81%
14) TYPE OF REPORTING PERSON
OO
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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
Allen Wolfson
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
Allen Wolfson is a resident of the State of Utah.
7) SOLE VOTING POWER 68,625
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 25,185,139
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 68,625
PERSON WITH
10) SHARED DISPOSITIVE POWER 25,185,139
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,253,764
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.95%
14) TYPE OF REPORTING PERSON
IN
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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
BonnieJean C. Tippetts
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
Allen Wolfson is a resident of the State of Utah.
7) SOLE VOTING POWER -0-
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 25,185,139
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER -0-
PERSON WITH
10) SHARED DISPOSITIVE POWER 25,185,139
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,185,139
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.81%
14) TYPE OF REPORTING PERSON
IN
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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 ("Common Stock"). Professional Wrestling
Alliance Corporation, a Delaware corporation, has its principal executive
offices located at 268 South 400 West, Suite 300, Salt Lake City, Utah 84101
("Issuer").
Item 2. Identity and Background
(a) This statement is filed by World Alliance Consulting, Inc., f/k/a A-Z
Professional Consultants, Inc. ("World Alliance"), Allen Wolfson
("Wolfson"), and BonnieJean C. Tippetts ("Tippetts").
(b) The principal business address for World Alliance, Wolfson, and Tippetts is
268 West 400 South, Suite 300, Salt Lake City, Utah 84101.
(c) World Alliance is a consulting company. Wolfson is the sole shareholder and
100% owner of World Alliance. Tippetts is the President of World Alliance.
(d) World Alliance, Wolfson, and Tippetts have not been convicted in a criminal
proceeding during the last five years.
(e) During the last five years, World Alliance, Wolfson, or Tippetts 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
On December 23, 1999, World Alliance purchased 500 shares of Issuer's Common
Stock for a total price of $805.00.
On December 23, 1999, World Alliance received 8,389 shares of Issuer's Common
Stock in exchange for consulting services rendered to the Issuer.
Pursuant to a Stock Purchase Agreement entered into between Leland Stringer,
Barry Vichnick, Allen Nelson, Pamela Nissen, and A-Z Professional Consultants,
Inc., Retirement Trust dated December 27, 1999 ("Agreement") , A-Z Professional
Consultants, Inc., Retirement Trust received 25,000,000 shares of Issuer's
Common Stock and $10,000 cash in exchange for rendering consulting services to
the Issuer. A-Z Professional Consultants, Inc., Retirement Trust is a Utah
private trust and Allen Wolfson is the sole beneficiary and BonnieJean C.
Tippetts is the sole trustee. On January 11,2000, A-Z Professional Consultants,
Inc., Retirement Trust transferred the 25,000,000 shares it received pursuant to
the Agreement to World Alliance Consulting, Inc., f/k/a A-Z Professional
Consultants, Inc.
On January 6, 2000, World Alliance received 300,000 shares of the Issuer's
Common Stock in exchange for consulting services rendered to the Issuer.
Between January 11, 200 and February 22, 2000, World Alliance sold 183,250
shares of the Issuer's Common Stock in open market transactions for total gross
proceeds of $231,968.85.
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Between February 7, 2000 and August 18, 2000, World Alliance purchased 41,500
shares of the Issuer's Common Stock for a total price of $22,326.59.
On August 2, 2000 World Alliance received 18,000 shares of the Issuer's Common
Stock pursuant to CyberAmerica Corporation's payment of a dividend to its
shareholders in shares of Issuer's Common Stock.
On August 2, 2000 Wolfson received 68,625 shares of the Issuer's Common Stock
pursuant to CyberAmerica Corporation's payment of a dividend to its shareholders
in shares of Issuer's Common Stock.
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:
World Alliance received: 25,308,389 shares of the Issuer's Common Stock in
consideration of rendering consulting services to the Issuer; a total of 42,000
shares of the Issuer's Common Stock were purchased in open market transactions;
and 18,000 shares of Issuer's Common Stock pursuant to CyberAmerica
Corporation's payment of a dividend to its shareholders in shares of Issuer's
Common Stock. World Alliance sold 183,250 shares of the Issuer's Common Stock in
open market transactions.
Wolfson received his 68,625 shares of the Issuer's Common Stock pursuant to
CyberAmerica Corporation's payment of a dividend to its shareholders in shares
of Issuer's Common Stock.
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 named in Item 2 may be
found in rows 11 and 13 of the cover page.
(b) The powers of the reporting person 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 (starting July 27, 2000 ) aside from those
discussed herein.
(d) No person aside from the reporting person 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: World Alliance Consulting, Inc., a
Utah corporation, is 100% owned by Allen Wolfson. BonnieJean C. Tippetts is the
President of World Alliance Consulting, Inc.
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Item 7. Material to Be Filed as Exhibits.
Stock Purchase Agreement entered into between Leland Stringer, Barry Vichnick,
Allen Nelson, Pamela Nissen and A-Z Professional Consultant's Inc. (now known as
World Alliance Consulting, Inc.) dated December 27, 1999 and attached hereto as
"Exhibit A."
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.
World Alliance Consulting, Inc.
a Utah corporation
Date: 8/24/00 By: /s/ BonnieJean C. Tippetts
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BonnieJean C. Tippetts
Its: President
Allen Wolfson
an individual
Date: 8/24/00 By: /s/ Allen Wolfson
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Allen Wolfson
BonnieJean C. Tippetts
an individual
Date: 8/24/00 By: /s/ BonnieJean C. Tippetts
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BonnieJean C. Tippetts
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
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