UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 24, 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)
74315V 10 6 87-045382
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(CUSIP Number) (IRS Employer Identification Number)
268 West 400 South Suite 300
Salt Lake City, Utah 84101
(Address of principal executive offices)
(801) 575-8073
(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2)
[ ] Definitive Information Statement
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Professional Wrestling Alliance Corporation
(Name of Registrant as Specified in its Charter)
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<PAGE>
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 0
4) Proposed maximum aggregate value of transaction: 0
5) Total fee paid: $0
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing. 1) Amount Previously
Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed
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Professional Wrestling Alliance Corporation
268 West 400 South
Salt Lake City, Utah 84101
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
taken on August 8, 2000.
To the Stockholders of Professional Wrestling Alliance Corporation:
Notice is hereby given by Written Consent by the holder(s) of a majority of the
outstanding common stock of Professional Wrestling Alliance Corporation (the
"Company") to replace the Company's current Board of Directors.
Only stockholders of record at the close of business on August 8, 2000 shall be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of a the Majority of Shareholders:
World Alliance Consulting, Inc.
f/k/a A-Z Professional Consultants, Inc.
/s/ BonnieJean C. Tippetts
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BonnieJean C. Tippetts
President
This information Statement is being furnished to all holders of the Common
Stock, $.001 par value per share, of the Company in connection with the Action
by Written Consent of a Majority of the Outstanding Common Stock taken on August
8, 2000, to remove and replace the Company's current Board of Directors and
executive officers.
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<PAGE>
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the $0.001 par
value common stock of Professional Wrestling Alliance Corporation, a Delaware
Corporation ("PWAA"), in connection with the written consent of the Majority
Shareholders, defined below, who hold in excess of 51% of the $0.001 par value
common stock of PWAA and who have agreed, pursuant to a Shareholders' Consent
Letter dated August 8, 2000, to remove and replace PWAA's current Board of
Directors and executive officers as follows:
PWAA's Current Board of Directors: Replacement Board of Directors:
--------------------------------- ------------------------------
Barry Vichnick - President/CEO & Director BonnieJean C. Tippetts -
President/Secretary/Treasurer
& Director
Vaughn Nelson - Secretary and Treasurer Gisela Tippetts - Director
Allen Nelson - Director David Michael Wolfson - Director
Gary Anderson - Director
Alan Walker - Director
PWAA's Form 10-KSB filed with the Securities and Exchange Commission is hereby
incorporated by reference and may be viewed on the Securities and Exchange
Commission's web site at www.sec.gov in the Edgar Archives. PWAA is presently
"current" in the filing of all reports required to be filed. See the caption
"Additional Information," below.
DISSENTER'S RIGHTS OF APPRAISAL
The General Corporation Law of the State of Delaware ("the Delaware Law") does
not provide for dissenter's rights of appraisal in connection with the removal
and replacement of PWAA's current Board of Directors and executive officers.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
A majority of shareholders' of PWAA's issued and outstanding common stock have
fixed the close of business on August 8, 2000, as the record date for the
determination of the common shareholders entitled to notice of proposed action
by written consent.
At the record date, the Company had outstanding 48,606,832 shares of $0.001 par
value common stock. As of the record date and as set forth below, A-Z
Professional Consultants, Inc., now known as World Alliance Consulting, Inc.
(the "Majority Shareholder") collectively holds 51.81% of PWAA's $0.001 par
value common stock representing more than a majority of PWAA's issued and
outstanding common stock. The Majority Shareholder, has consented to the action
required to effect the proposed replacement of PWAA's current Board of Directors
and executive officers, without any further action, to provide the necessary
stockholder approval of the action.
World Alliance Consulting, Inc. 25,185,139 shares = (51.81%)
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48,606,832 shares issued
and outstanding of the
Company's common stock
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<PAGE>
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial ownership of the
Company's Common Stock, (no shares of preferred stock are outstanding) as of
August 8, 2000 by (i) each person who is known by the Company to own
beneficially more than five percent (5%) of the outstanding shares of Common
Stock; (ii) each of the Company's named Executive Officers and Directors; and
(iii) all Directors and Executive Officers as a group:
<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 Bonnie Jean C. Tippetts None N/A
par value $0.001 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Voting Stock Gisela H. Tippetts None N/A
par value $0.001 268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Voting Stock David Michael Wolfson None N/A
par value $0.001 268 West 400 South, Suite 300
Salt Lake City, Utah 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
Common Voting Stock World Alliance Consulting, Inc. 25,185,139 52.05%
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 None N/A
par value $0.001 (5 persons total)
As of August 8, 2000, the Company had 48,606,832 shares of its common voting
stock issued and outstanding.
</TABLE>
VOTE REQUIRED FOR APPROVAL
Section 228 of the Delaware corporation laws provides that any action required
to be taken at a special or annual meeting of the stockholders of a Delaware
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least a majority of the voting
power. The Shareholders of PWAA owning a majority in excess of 50% of PWAA's
issued and outstanding common stock, have executed and approved the
Shareholders' Consent Letter authorizing the replacement of PWAA's current Board
of Directors and executive officers (See the heading "Voting Securities and
Principal Holders Thereof" above). No further votes are required or necessary to
effect the proposed removal and replacement of the Board of Directors and
executive officers.
The securities that would have been entitled to vote if a meeting was required
to be held to remove and replace the Company's Board of Directors and executive
officers consist of issued and outstanding shares of the Company's $0.001 par
value common voting stock outstanding on August 8, 2000, the record date for
determining shareholders who would have been entitled to notice of and to vote
on the proposed replacement of PWAA's Board of Directors and executive officers.
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<PAGE>
ITEM 2.
STATEMENT THAT PROXIES ARE NOT SOLICITED
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
ADDITIONAL INFORMATION
Additional information concerning PWAA, including its annual and
quarterly reports for the past twelve months, which have been filed with the
Securities and Exchange Commission, may be accessed through the EDGAR archives,
at www.sec.gov.
Dated: August 24, 2000.
By Order of a the Majority of Shareholders:
World Alliance Consulting, Inc.
f/k/a A-Z Professional Consultants, Inc.
/s/ BonnieJean C. Tippetts
---------------------------------0-
By: BonnieJean C. Tippetts
its: President
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