Professional Wrestling Alliance Corporation
268 West 400 South
Salt Lake City, Utah 84101
Commission file number: 033-24108-D
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INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 PROMULGATED THEREUNDER
NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS
August 24, 2000
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NO VOTE OR OTHER ACTION OF THE SECURITY HOLDERS IS REQUIRED IN
CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING
SOLICITED AND YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY
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INTRODUCTION
This Information Statement is being mailed on or about August 24, 2000, to
holders of record on August 8, 2000, of the shares of Common Stock, par value
$.001 per share (the "Common Stock"), of Professional Wrestling Alliance
Corporation, a Delaware corporation (the "Company"). It is being furnished in
connection with a Shareholders' Consent Letter dated August 8, 2000 (the
"Shareholder's Consent Letter"), whereby A-Z Professional Consultants, Inc., now
known as, World Alliance Consulting, Inc.(the "Majority Shareholder ") agreed to
remove and replace the Company's current Board of Directors and executive
officers. The Company's current Board of Directors, executive officers and their
replacements are as listed below:
The Company's Current Board of Directors Replacement Board of Directors and
and Executive Officers: Executive Officers:
Barry Vichnick - President/CEO & Director BonnieJean C. Tippetts -
President/Secretary/
Treasurer & Director
Vaughn Nelson - Secretary and Treasurer Gisela H. Tippetts - Director
Allen Nelson - Director David Michael Wolfson - Director
Gary Anderson - Director
Alan Walker - Director
The new directors and executive officers will not begin their term, until after
the expiration of the ten-day period beginning on the later of the date of the
filing of this Information Statement with the Securities and Exchange Commission
(the "SEC") pursuant to Rule 14f-1 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the date of mailing of this Information
Statement to the Company's stockholders.
Because of the change in the composition of the Board, there will be a change in
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control of the Company on the date the new directors referred to above take
office.
As of August 8, 2000, the Company had 48,606,832 shares of $.001 par value
Common Stock issued and outstanding, the Company's only class of voting
securities that would be entitled to vote for directors at a stockholder meeting
if one were to be held, each share being entitled to one vote.
Please read this Information Statement carefully. It describes the terms of the
Shareholder's Consent Letter and contains certain biographical and other
information concerning the removal of and replacement of the Company's current
Board of Directors. Additional information about the Company is contained in the
Company's report on Form 10-KSB filed with the SEC and hereby incorporated by
this reference. The Form 10-KSB and accompanying exhibits may be inspected
without charge at the public reference section of the SEC at Judiciary Plaza,
450 Fifth Street, N.W., Washington, DC 20549. Copies of this material also may
be obtained from the SEC at prescribed rates. The SEC also maintains a website
that contains reports, proxy and information statements and other information
regarding public companies that file reports with the SEC. Copies of the Form
10-KSB may be obtained from the SEC's website at http://www.sec.gov.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of Common Stock beneficially
owned (a) as of the date of this Information Statement and (b) after the closing
of the transactions contemplated by the Stock Purchase Agreement by: (i) those
persons or groups known to the Company who will beneficially own more than 5% of
the Company's Common Stock; (ii) each director and director nominee; (iii) each
executive officer whose compensation exceeded $100,000 in the year ended
December 31, 1999; (iv) each executive officer of the Company to assume office
after the closing; and, (v) all directors and executive officers as a group. The
information is determined in accordance with Rule 13d-3 promulgated under the
Exchange Act based upon information furnished by persons listed or contained in
filings made by them with the SEC. Except as indicated below, the stockholders
listed possess sole voting and investment power with respect to their shares.
<TABLE>
<CAPTION>
Title of Class Name & Address of Beneficial Owner Amount & Nature of Percent
Beneficial Ownership of Class
<S> <C> <C> <C>
Common Voting Stock BonnieJean C. Tippetts None N/A
par value $0.001 268 West 400 South, Ste. 300
Salt Lake City, UT 84101
Common Voting Stock Gisela H. Tippetts None N/A
par value $0.001 268 West 400 South, Ste. 300
Salt Lake City, UT 84101
Common Voting Stock David Michael Wolfson None N/A
par value $0.001 268 West 400 South, Ste. 300
Salt Lake City, UT 84101
Common Voting Stock Hudson Consulting Group, Inc. 5,432,000 12.79%
par value $0.001 268 West 400 South, Ste. 300
Salt Lake City, UT 84101
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Common Voting Stock World Alliance Consulting, Inc. 25,185,139 51.81%
par value $0.001 f/k/a A-Z Professional Consultants, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Voting Stock Directors and Executive Officers as a Group 0 N/A
par value $0.001 (3 persons total)
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
The Shareholders' Consent Letter provides, in part, that effective as of August
8, 2000, Barry Vichnick, Allen Nelson, Vaughn Nelson, Gary Anderson, and Alan
Walker will be removed from their positions as officers and directors of the
Company, and that BonnieJean C. Tippetts, Gisela H. Tippetts, and David Michael
Wolfson will be appointed as the new officers and directors in their place. The
following table sets forth information regarding the Company's current executive
officers and directors and the proposed executive officers and directors of the
Company after August 8, 2000. The Shareholders' Consent Letter provides that
BonnieJean C. Tippetts, Gisela H. Tippetts and David Michael Wolfson shall be
selected as the designees to fill the vacancies of the Company's Board of
Directors and executive officers upon the removal of its current executive
officers and directors. The information below, regarding Barry Vichnick, Allen
Nelson, Vaughn Nelson, Gary Anderson, and Alan Walker is based on information
contained in the Company's 1999 10-KSB including their names, ages, principal
occupations for the past five years, and their directorships with other
corporations.
Current Executive Officers and Directors
NAME AGE POSITION
---------------------------- ------------ -------------------------------------
Barry Vichnick 52 President and Director
---------------------------- ------------ -------------------------------------
Allen Nelson 55 Director
---------------------------- ------------ -------------------------------------
Vaughn Nelson 51 Secretary & Treasurer
---------------------------- ------------ -------------------------------------
Gary Anderson 47 Director
---------------------------- ------------ -------------------------------------
Allan Walker 53 Director
---------------------------- ------------ -------------------------------------
Proposed Executive Officers and Directors
NAME AGE POSITION
---------------------------- ------------ -------------------------------------
BonnieJean C. Tippets 59 President/Director/
Secretary & Treasurer
---------------------------- ------------ -------------------------------------
Gisela H. Tippetts 34 Director
---------------------------- ------------ -------------------------------------
David Michael Wolfson 21 Director
---------------------------- ------------ -------------------------------------
Director BonnieJean C. Tippetts, 59, was appointed a Vice President, Secretary
and Director of the Company on November 17, 1999. Ms. Tippetts has over 30 years
of experience in the business field. Her corporate experience includes starting,
purchasing, operating and selling various businesses. She has been President or
Director of more than a dozen corporations over the past 30 years. She is
currently the President of A-Z Professional Consultants, Inc., now known as
World Alliance Consulting, a management and corporate consulting firm. Ms.
Tippetts earned a Bachelor of Arts degree from Lewis & Clark College in
Portland, Oregon in 1960; obtained a Bachelor of Science degree from Brigham
Young University in Provo, Utah in 1965; and was awarded a Master of Arts degree
from the University of Northern Colorado in Greeley, Additionally, Ms. Tippetts
Since 1991, has been employed by Canton Financial Services Corporation, a
business and consulting firm and a sibling corporation to Hudson Consulting
Group, Inc.
Gisela H. Tippetts, 34, a native born, citizen of Germany. Ms. Tippetts received
her Bachelor of Science degree in Biology and Health Science and an Associates
Degree in Applied Science from Salt Lake Community College located in Salt Lake
City, Utah in 1995 and 1998 respectively. Ms. Tippetts is presently working on a
Bachelor of Arts degree in Health Arts at the University of St. Francis in
Joliet, Illinois. She has also been employed by Canton Financial Services, Inc.
since April, 1999.
David Michael, Wolfson, 21, Mr. Wolfson is currently the owner and Managing
Member of David Michael, L.L.C., a business consulting firm based in Salt Lake
City, Utah. Mr. Wolfson earned a Bachelor of Arts degree from Emory University
in Atlanta, Georgia in 1999. Mr. Wolfson has been a Director of Premier Brands,
Inc. since December of 1999 and he has been a director of Kelly's Coffee Group,
Inc. since January, 2000. Additionally, Mr. Wolfson is an employee of Canton
Financial Services Corporation a sibling corporation to Hudson Consulting Group,
Inc.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's officers, directors and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities ("ten-percent
stockholders") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the National Association of Securities
Dealers, Inc. Officers, directors and ten- percent stockholders also are
required to furnish the Company with copies of all Section 16(a) forms they
file. Except as listed below, to the Company's knowledge, based solely on its
review of the copies of such forms furnished to it, the Company believes that
all Section 16(a) reporting requirements were complied with by the Company's
officers and directors during the year ended December 31, 1999.
On January 11, 2000 Barry Vichnick, Leland Stringer, Pamela Nissen, and
Allen Nelson filed a Form 3 late and are late in filing a Form 4.
On March 8, 2000, A-Z Professional Consultants, Inc., A-Z Professional
Consultants, Inc., Retirement Trust, Allen Wolfson, Hudson Consulting
Group, Inc., and Richard Surber filed Form 3's late.
On March 9, 2000, Hudson Consulting Group, Inc., Richard Surber, and Oasis
International Hotel & Casino, Inc., filed a Form 4 late.
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EXECUTIVE COMPENSATION
No compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer of the Company during the year 1999. The following table and
the accompanying notes provide summary information for each of the last three
fiscal years concerning cash and non-cash compensation paid or accrued by the
Company's chief executive officer(s) for the past three years and each of the
four other most highly compensated executive officers of the Company whose total
salary and bonus exceeded $100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term Compensation
Awards Payouts
Name and Other Annual Restricted Securities All
Principal Position Compensation Stock Underlying LTIP payouts Other
Salary Bonus ($) Award(s) Options ($) Compe
Year ($) ($) ($) SARs(#) nsation
($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BonnieJean C. 2000 $0 - - - - - -
Tippetts: 1999 n/a - - - - - -
Chief Executive 1998 n/a - - - - - -
Officer/
Treasurer/ -
Secretary &
Director
Gisela H. 2000 $0
Tippetts: 1999 $0
Director 1998 $0
David Michael 2000 $0
Wolfson: 1999 $0
Director 1998 $0
Barry Vichnick 2000 $0
former President 1999 $0
1998 $0
Allen Nelson 2000 $0
former Director 1999 $0
1998 $0
Vaughn Nelson 2000 $0
former 1999 $0
Director 1998 $0
Alan Nelson 2000 $0
former Director 1999 $0
1998 $0
Gary Anderson 2000 $0
former Director 1999 $0
1998 $0
Richard Surber 2000 $0 800,000
former President, 1999 $0
CEO & Director 1998 $0
</TABLE>
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STANDING AUDIT, NOMINATING AND COMPENSATION COMMITTEES
At present, the Board of Directors has no standing audit, nominating or
compensation committees or committees performing similar functions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 17, 1999, the Company issued 5,000,000 shares of its common stock to
Hudson Consulting, Group, Inc. in exchange for advisory/consulting services
rendered to Leland Stringer, Barry Vichnick, Pamela Nissen, and Allen Nelson.
The Company, in a related party transaction, purchased approximately 2.145 acres
of raw land located in Elko County Nevada from Oasis Fields, L.L.C., for
1,200,000 shares of the Company's common stock issued to Oasis International
Hotel & Casino, Inc., which is a sibling corporation to Hudson Consulting Group,
Inc. Mel Fields was the sole shareholder and 100% owner of Oasis Fields, L.L.C.
prior to this transaction. However, pursuant to this transaction, Oasis Fields,
L.L.C. is now owned in its entirety by the Company.
On January 6, 2000, World Alliance received 300,000 shares of the Company's
common stock in exchange for consulting services rendered to the Company.
Effective August 11, 2000, the Company canceled 23,500,000 shares of its common
stock held by Barry Vichnick and Allen Nelson pursuant to a Separation Agreement
dated July 27, 2000 ("Agreement"). This cancellation reduced the Company's
number of validly issued and outstanding shares of $0.001 par value common stock
from 72,106,832 before the cancellation to 48,606,832 shares after the
cancellation. As a result of the cancellation, A-Z Professional Consultants,
Inc., now known as World Alliance Consulting, Inc., became the controlling and
Majority Shareholder of the Company. World Alliance Consulting, Inc. now
collectively holds 25,185,139 shares or 51.81% of all of the validly issued and
outstanding shares of the Company's $0.001 par value common stock, thus
representing more than a majority of the Company's validly issued and
outstanding common stock:
LEGAL PROCEEDINGS
Except as listed below, the Company is not a party to any pending or to the best
of its knowledge, any threatened legal proceedings. No director, officer or
affiliate of the Company, or owner of record or of more than five percent (5%)
of the securities of the Company, or any associate of any such director, officer
or security holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.
Cynthia M. Maleski, Insurance Commissioner of the Commonwealth of
Pennsylvania v. Jutland Enterprises, Inc.
On July 5, 1994, Maleski, in her capacity as statutory liquidator of
Corporate Life Insurance Company, filed an action against the Company in
the Commonwealth Court of Pennsylvania No. 294 M.D. 1994. That court
entered a Default Judgement on December 28, 1994 against the Company in the
amount of $300,000 plus 10% interest from October 8, 1993, plus attorney's
fees and costs. On
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May 8, 1995, a suit was filed in the Superior Court of New Jersey, Somerset
County, Docket No. SOM-L-871-95 seeking to enforce the Pennsylvania
judgement. On June 7, 1996, judgement was granted by the New Jersey Court
in the amount of $398,884.36 plus costs and attorney's fees.
SUBMITTED BY THE MAJORITY SHAREHOLDERS OF PROFESSIONAL WRESTLING
ALLIANCE CORPORATION.
World Alliance Consulting Inc.,
f/k/a A-Z Professional Consultants, Inc.
/s/ BonnieJean C. Tippetts
----------------------------
BonnieJean C. Tippetts
President
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