UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 17, 2000
Professional Wrestling Alliance Corporation
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(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
33-24108D 87-045382
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(Commission File Number) (IRS Employer Identification Number)
Rick Bailey, President
500 East Cheyenne Avenue
North Las Vagas, Nevada 89030
(Address of principal executive offices)
(702) 399-4328
(Registrant's telephone number, including area code)
268 West 400 South, Suite #300
Salt Lake City, Utah 84101
(Former name or address, if changed since last report)
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ITEM 1. Changes in Control of Registrant.
Pursuant to a Majority Shareholder Consent to Action Without a Meeting of
Professional Wrestling Alliance Corporation dated August 8, 2000,the Company's
Majority Shareholder 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/
President/Secretary & Treasurer
Vaughn Nelson - Secretary and 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 for two reasons: (1) they resigned,
pursuant to an Agreement dated July 27, 2000, and (2) they were unable to
achieve the Company's business plans and objectives, namely, producing female
wrestling events combined with rock and roll performances for live television
and pay-per-view audiences. (See Item 2.)
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On July 27, 2000, the Board of Directors of the corporation entered into an
agreement wherein the corporation agreed to transfer all of its shares in its
Nevada Subsidiary, The Professional Wrestling Alliance, Inc, to Barry Vichnick
and Allen Nelson, two of the four members of the corporation's Board of
Directors, in exchange for the cancellation of 23,500,000 shares of the
corporation's stock. (copy attached hereto as Exhibit "A"). The transaction was
approved pursuant to Section 271 of the Delaware Corporations Law by the Board
of Directors and by shareholders holding a majority of the issued and
outstanding shares of the corporation. The result of the transaction is that Mr.
Vichnick and Mr. Nelson returned all of their shares in the corporation for
cancellation in exchange for the return to them of the Nevada corporation, which
had been owned by them prior to its acquisition by the corporation.
The Board of Directors and majority shareholders who approved the transaction
did so, in part, because of the inability of the Company's management to achieve
the Company's business plans and objectives, namely, producing of female
wrestling events combined with rock and roll performances for live television
and pay-per-view audiences.
Barry Vichnick, Allen Nelson, Gary Andersen, Alan Walker and Vaughn Nelson
agreed to resign their positions as officers and directors of the Company; to
separate their interests in the Nevada Subsidiary from those of the Company; and
obtained a release of all claims which the Company, 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 Subsidiary. They also
gave the Company and Hudson a release of all claims which Barry Vichnick, Allen
Nelson, Gary Andersen, Alan Walker and Vaughn Nelson or the Nevada Subsidiary
may ever assert against them. All these actions were taken with the intent of
allowing Barry Vichnick, Allen Nelson, Gary Andersen, Alan Walker and Vaughn
Nelson and the Nevada Subsidiary to continue to pursue their business plans
without further interference, control or financial remuneration by and to the
Company and any other shareholders.
Additionally, the Nevada Subsidiary agreed to separate itself and its business
operations and financial interests from the Company; and obtained a release of
all claims which the Company or Hudson may ever assert against the Nevada
Subsidiary. The Nevada Subsidiary also gave the Company and Hudson a release of
all claims which the Nevada Subsidiary may ever assert against them; all with
the intent of allowing the Nevada Subsidiary 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
Company and its shareholders.
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Reciprocally, the Company agreed to separate itself and its business operations
and financial interests from the Nevada Subsidiary; and obtained a release of
all claims which the Nevada Subsidiary or Barry Vichnick, Allen Nelson, Gary
Andersen, Alan Walker and Vaughn Nelson may ever assert against it. The Company
also gave the Nevada Subsidiary 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 Company separate itself and its business
operations and financial interests from the Nevada Subsidiary; and obtained a
release of all claims which the Nevada Subsidiary or Barry Vichnick, Allen
Nelson, Gary Andersen, Alan Walker and Vaughn Nelson may ever assert against
Hudson; and gave the Nevada Subsidiary 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 Company, and with the further intent that there shall
never be financial expectations by Hudson, the Company, or its shareholders from
any "Rock and Wrestling" events and that Hudson and the Company shall never use
the name Rock & Wrestling to assist and increase their profits or share prices.
In summary, the Agreement provided for the resignation of the Company's old
Board of Directors and for the Company to separate itself from its wholly owned
subsidiary, the Nevada Corporation, by separating its business and financial
interests from the Nevada Subsidiary. For more information regarding the terms
of the Agreement, please see "Exhibit A" of this report on Form 8-K.
Following the approval of the majority of the corporation's shareholders, the
agreement was consummated and 23,500,000 shares of the corporations shares were
returned to the corporation and cancelled. The corporation delivered to Mr.
Vichnick and Mr. Nelson the shares of the Nevada Subsidiary which had been owned
by the corporation. As a result of the cancellation of the Vichnick and Nelson
shares, the corporation had 47,106,832 shares issued and outstanding.
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 and included by reference.
b) Majority Shareholder Consent to Action Without a Meeting of
Professional Wrestling Alliance Corporation dated August 8, 2000
("Exhibit B"), attached hereto and included by reference, removing and
replacing Professional Wrestling Alliance Corporation's Board of
Directors and executive officers.
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.
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Dated: October 17, 2000
Professional Wrestling Alliance Corporation,
A Delaware Corporation
By: /s/ Rick Bailey
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Name: Rick Bailey
Title: President
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