UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 11, 2000
Professional Wrestling Alliance Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
33-24108D 87-045382
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(Commission File Number) (IRS Employer
Identification Number)
c/o BonnieJean C. Tippetts, President
268 West 400 South, Suite #300
Salt Lake City, Utah 84101
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(Address of principal executive offices)
(801) 575-8073 Ext. 116
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(Registrant's telephone number, including area code)
15962 Gault Street Van Nuys, CA 91406
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(Former name or address, if changed since last report)
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<PAGE>
ITEM 1. Changes in Control of Registrant.
Effective August 11, 2000, Professional Wrestling Alliance Corporation, a
Delaware corporation (the "Company") canceled 23,500,000 shares of common stock
held by Barry Vichnick and Allen Nelson pursuant to an agreement dated July 27,
2000 (Exhibit A). 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 shareholder of the Company as
further explained below. World Alliance Consulting, Inc. (the "Majority
Shareholders") now collectively holds 52.05% 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:
World Alliance Consulting, Inc(1). Total = 25,300,000 shares (52.05%)
Pursuant to a Majority Shareholder Consent to Action Without a Meeting of
Professional Wrestling Alliance Corporation dated August 8, 2000, the Majority
Shareholders, voted to remove and replace the Company's Board of Directors and
executive officers as set forth below:
Former Board of Directors Replacement Board of Directors:
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& Executive Officers: & Executive Officers:
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Barry Vichnick - President/CEO & Director BonnieJean C. Tippetts -Director/
Vaughn Nelson - Secretary and Treasurer President/Secretary & Treasurer
Allen Nelson - Director Gisela Tippetts - Director
Gary Anderson - Director David Michael Wolfson -Director
Alan Walker - Director
The Majority Shareholder took action on August 8, 2000 to replace the Company's
Board of Directors and executive officers who resign on July 27, 2000 pursuant
to the separation agreement, and because of their inability to achieve the
Company's business plans and objectives, namely, the production of female
wrestling events combined with rock and roll performances for live television
and pay-perview audiences. Accordingly, on July 27, 2000, Barry Vichnick, Gary
Andersen, Alan Walker, Vaughn Nelson, The Professional Wrestling Alliance, Inc.
(the "Nevada Corporation"), Professional Wrestling Alliance Corporation
(hereinafter referred to as the "Delaware Corporation"), and Hudson Consulting
Group, Inc., ("Hudson") entered in a Separation and Mutual Release Agreement
("Agreement").
Essentially, the Agreement provided for the resignation of the Delaware
Corporation's old Board of Directors and for the Delaware Corporation to
separate itself from its wholly owned subsidiary, the Nevada Corporation, by
separating its business and financial interests from the Nevada Corporation. For
more information regarding the terms of the Agreement, please see below, Item 2
"Acquisition or Disposition of Assets" and "Exhibit A" of this report on Form
8-K.
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, Barry Vichnick's and Allen Nelson's combined
shareholdings of 23,500,000 shares of the Delaware Corporation's common stock
were canceled on August 11, 2000, in exchange for Hudson's execution of the
Agreement which includes the following provisions:
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(1) The 23,500,000 shares of the Company's common stock now held by World
Alliance Consulting, Inc. were originally issued to A-Z Professional
Consultants, Inc. On July 6, 2000, A-Z Professional Consultants, Inc., changed
its name to World Alliance Consulting, Inc., and as a result, owns the
25,300,000 shares.
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<PAGE>
Barry Vichnick, Allen Nelson, Gary Andersen, Alan Walker and Vaughn Nelson
agreed to resign their positions as officers and directors of the Delaware
Corporation; and to separate their interests in the Nevada Corporation from
those of the Delaware Corporation; and obtained a release of all claims which
the Delaware Corporation, its stockholders or Hudson or any other individuals
may ever assert against Barry Vichnick, Allen Nelson, Gary Andersen, Alan Walker
and Vaughn Nelson or the Nevada Corporation; and gave the Delaware Corporation
and Hudson a release of all claims which Barry Vichnick, Allen Nelson, Gary
Andersen, Alan Walker and Vaughn Nelson or the Nevada Corporation may ever
assert against them; all with the intent of allowing Barry Vichnick, Allen
Nelson, Gary Andersen, Alan Walker and Vaughn Nelson and the Nevada Corporation
to continue to pursue their business plans without further interference, control
or financial remuneration by and to the Delaware Corporation and any other
shareholders.
Additionally, the Nevada Corporation agreed to separate itself and its business
operations and financial interests from the Delaware Corporation; and obtained a
release of all claims which the Delaware Corporation or Hudson may ever assert
against the Nevada Corporation; and gave the Delaware Corporation and Hudson a
release of all claims which the Nevada Corporation may ever assert against them;
all with the intent of allowing the Nevada Corporation to continue to pursue its
business plans (including but not limited to the "Rock and Wrestling" business
plans) without further interference, control or financial remuneration by and to
the Delaware Corporation and its shareholders.
Reciprocally, the Delaware Corporation agreed to separate itself and its
business operations and financial interests from the Nevada Corporation; and
obtained a release of all claims which the Nevada Corporation or Barry Vichnick,
Allen Nelson, Gary Andersen, Alan Walker and Vaughn Nelson may ever assert
against it; gave the Nevada Corporation and Barry Vichnick, Allen Nelson, Gary
Andersen, Alan Walker and Vaughn Nelson a release of all claims which it may
ever assert against them; all with the intent of finding a different business or
assets to acquire which will increase the value to its shareholders.
Additionally, Hudson agreed to have the Delaware Corporation separate itself and
its business operations and financial interests from the Nevada Corporation; and
obtained a release of all claims which the Nevada Corporation or Barry Vichnick,
Allen Nelson, Gary Andersen, Alan Walker and Vaughn Nelson may ever assert
against Hudson; and gave the Nevada Corporation and Barry Vichnick, Allen
Nelson, Gary Andersen, Alan Walker and Vaughn Nelson a release of all claims
which Hudson may ever assert against them; all with the intent of increasing the
value of its share holdings in the Delaware Corporation, and with the further
intent that there shall never be financial expectations by Hudson, the Delaware
Corporation, or its shareholders from any "Rock and Wrestling" events and that
Hudson and the Delaware Corporation shall never use the name Rock & Wrestling to
assist and increase their profits or share prices.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are included:
a) Separation Agreement And Mutual Release dated July 27, 2000, by and
between Barry Vichnick, Allen Nelson, Gary Andersen, Alan Walker,
Vaughn Nelson, Professional Wrestling Alliance, Inc., Professional
Wrestling Alliance Corporation, and Hudson Consulting Group, Inc.
("Exhibit A"), attached hereto an included by reference.
b) Majority Shareholder Consent to Action Without a Meeting of
Professional Wrestling Alliance Corporation dated August 8, 2000
("Exhibit "), attached hereto an included by reference, removing and
replacing Professional Wrestling Alliance Corporation's Board of
Directors and executive officers.
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<PAGE>
Pursuant to the requirement of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 11, 2000
Professional Wrestling Alliance Corporation,
A Delaware Corporation
By: /s/ BonnieJean C. Tippetts
Name: BonnieJean C. Tippetts
Title: President
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