SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended June 30, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ------------ to --------------.
Commission file number:33-24108D
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
--------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 87-045382
---------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15962 Gault Street, Van Nuys, California 91406
----------------------------------------------
(Address of principal executive office) (Zip Code)
(818) 786-7154
----------------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes XX No
The number of outstanding shares of the issuer's common stock, $0.001 par
value (the only class of voting stock), as of August 8, 2000 was 72,256,832.
<PAGE>
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS..................................................1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............2
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.............................4
ITEM 5. OTHER INFORMATION.....................................................5
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................5
SIGNATURES.....................................................................6
INDEX TO EXHIBITS..............................................................7
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ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Professional Wrestling Alliance
Corporation, a Delaware corporation, and its subsidiaries and predecessors
unless otherwise indicated. Consolidated, unaudited, condensed interim financial
statements including a balance sheet for the Company as of the quarter ended
June 30, 2000 and statements of operations, and statements of cash flows for the
interim period up to the date of such balance sheet and the comparable period of
the preceding year are attached hereto as Pages F-1 through F-4 and are
incorporated herein by this reference.
[THIS SPACE LEFT BLANK INTENTIONALLY]
1
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Professional Wrestling Alliance Corporation
Interim Consolidated Condensed Balance Sheet
June 30, 2000
(unaudited)
---------------
ASSETS
Current Assets:
Cash and cash equivalents $ 2
Prepaid expense -
Other 3,750
------------
Total current assets 3,752
Property, Plant & Equipment (net of depreciation) 480,000
------------
TOTAL ASSETS $ 483,752
------------
------------
LIABILITIES AND STOCK HOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 50,053
Judgement Payable 603,873
Convertible Notes Payable 205,000
------------
Total current liabilities 858,926
------------
Stockholders' equity
Preferred stock ($.001 par value, 5,000,000
shares authorized; no share issued and
outstanding -
Common stock $.001 par value shares, 200,000,000
shares authorized; 72,256,832 shares issued
and outstanding June 30, 2000 72,257
Additional paid in capital 502,350
Accumulated (Deficit) (949,781)
------------
Total stockholders' equity (375,174)
------------
TOTAL LIABILITIES AND EQUITY $ 483,752
============
See notes to financial statements
F-1
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<TABLE>
Professional Wrestling Alliance Corporation
Interim Unaudited Consolidated Condensed Statements of Operations
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------------- -------------- -------------- ---------------
REVENUE
<S> <C> <C> <C> <C>
Interest and other income $ - $ - $ - $ -
Investment income - - - -
-------------- -------------- -------------- ---------------
Total Revenue - - - -
-------------- -------------- -------------- ---------------
EXPENSES
Interest expense 15,092 13,345 29,807 26,690
Selling, general and administrative 1,345 71,766 54,951 143,531
-------------- -------------- -------------- ---------------
Total Expenses 16,437 85,111 84,758 170,221
NET LOSS (from continuing operations) $ (16,437) $ (85,111) $ (84,758) $ (170,221)
-------------- -------------- -------------- ---------------
Income taxes - - - -
NET (LOSS) $ (16,437) $ (85,111) $ (84,758) $ (170,221)
-------------- -------------- -------------- ---------------
BASIC & DILUTED (LOSS) PER
COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
-------------- -------------- -------------- ---------------
BASIC & DILUTED WEIGHTED
AVERAGE SHARES
OUTSTANDING 72,256,832 47,589,595 69,266,110 38,123,362
============== ============== ============== ===============
</TABLE>
See notes to financial statements
F-2
<PAGE>
<TABLE>
Professional Wrestling Alliance Corporation
Unaudited Interim Consolidated Condensed Statements of Cash Flows
<CAPTION>
Six Months Six Months
Ended Ended
June 30, 2000 June 30, 1999
------------------ ------------------
CASH FLOWS FROM OPERATION ACTIVITIES
<S> <C> <C>
Net loss $ (84,758) $ (170,221)
------------------ ------------------
Adjustments to reconcile net loss to net cash provided
(used) by operating activities:
(Increase) in accounts receivable (3,750) -
Increase in accounts payable 11,519 28,267
Increase in convertible notes payable - 91,735
Increase in judgement payable 29,807 26,690
------------------ ------------------
Total adjustments 37,576 146,692
------------------ ------------------
Net Cash Provided (Used) by Operating Activities (47,182) (23,529)
------------------ ------------------
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
Net Cash Provided (Used) by Investing Activities - -
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Additional Paid in Capital 24,750 -
Issuance of Common Stock 5,963 60,000
------------------ ------------------
Net Cash Provided (Used) by Financing Activities 30,713 60,000
------------------ ------------------
NET INCREASE (DECREASE) IN CASH EQUIVALENTS (16,469) 36,471
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 16,471 -
------------------ ------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2 $ 36,471
================== ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Stock issued for land purchase $ 480,000 $ -
Cash paid during the period for interest - -
------------------ ------------------
480,000 -
================== ==================
</TABLE>
See notes to financial statements
F-3
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Professional Wrestling Alliance Corporation
Notes to Unaudited Interim Consolidated Condensed Financial Statements
June 30, 2000
1. Basis of Presentation
The accompanying unaudited interim consolidated condensed financial statements
have been prepared by management in accordance with the instructions in Form
10-QSB and, therefore, do not include all information and footnotes required by
generally accepted accounting principles and should, therefore, be read in
conjunction with the Company's Annual Report to Shareholders on Form 10-KSB for
the fiscal year ended December 31, 1999. These statements do include all normal
recurring adjustments which management believes necessary for a fair
presentation of the statements. The interim operations results are not
necessarily indicative of the results for the full year ended December 31, 2000.
2. Additional footnotes included by reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999.
Therefore, those footnotes are included herein by reference.
F-4
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULT OF OPERATIONS
General
As used herein the term "Company" refers to Professional Wrestling Alliance
Corporation, a Delaware corporation, its subsidiaries and predecessors, unless
the context indicates otherwise. The Company was originally incorporated in the
State of Delaware on January 11, 1988, under the name Jutland Enterprises, Inc.
The Company carried on the business authorized by its charter until March 1,
1995, at which time its charter became inoperative and void for non- payment of
taxes. Furthermore, the Company was unable to transact any business because no
known officer or director retained their position with the Company until April
7, 1999.
Plan of Operation
The Company's plan of operation up to August 8, 2000 was to promote and produce
professional wrestling events, combining musical acts and wrestling matches for
live audiences and television, including pay per view events, through its wholly
owned subsidiary, The Professional Wrestling Alliance, Inc., a Nevada
corporation ("PWA").
Due to a lack of sufficient operating capital, the Company had to cancel four of
its scheduled Rock & Wrestling events as follows: Oakland Sports Arena (December
18, 1999); L.A. Sports Arena (February 10, 2000); Imperial Palace, Las Vegas
(February 27, 2000); and the L.A. Sports Arena (April 16, 1999). Additionally,
as a result of the Company's current lack of funding, no events or productions
have been scheduled to date.
In large part based on the lack of sufficient capital to fund these events, the
Company's 2 major shareholders, Barry Vichnick and Allen Nelson, agreed that
their shares could be canceled pursuant to a Separation Agreement dated July 27,
2000 (a copy of which is attached to the Form 8-K filed with the SEC on August
11, 2000 and incorporated herein by this reference). Their shares, amounting to
a combined total of 23,500,000 shares, were deemed to be legally canceled
effective the same day.
Also as a result of the July 27, 2000 Separation Agreement, the Company changed
its plan of operations to that of a shell company in search of a suitable merger
or acquisition candidate. The major thrust of the Separation Agreement was that
Mr. Vichnick and Mr. Nelson relinquished their shares in the Company (allowing
them to be canceled) in exchange for taking back all assets, liabilities, and
financial interests in the subsidiary Nevada Corporation, The Professional
Wrestling Alliance, Inc. As a result of this Separation Agreement, the Company
no longer has any right or interest in the former subsidiary, and all relations
with the former subsidiary have been dissolved.
To further separate the business of the former subsidiary from the current shell
of the Company, the Company's new Board of Directors passed a unanimous
resolution on August 14, 2000 proposing to change the name of the Company to
Webtech International Corporation. Articles of Amendment to the Company's
Certificate of Incorporation, and other related documents, will need to be
prepared and filed with the proper regulatory entities to complete the name
change adopted by the Company's new management.
Results of Operations
Sales
The Company has not generated any revenues from operations for the periods
covered by this Form 10-QSB.
2
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Losses
Net losses for the quarter ended June 30, 2000, decreased to $16,437 from
$85,111 for the quarter ended June 30, 1999. The change was attributable to
drastically reducing operations in the second quarter of 2000 (due to a lack of
funding for events), and having to cancel previously scheduled events for the
same reasons.
Expenses
Selling, general and administrative expenses for the quarter ended June 30, 2000
decreased to $1,345 as compared to $71,766 for the quarter ended June 30, 1999,
a decrease of 98 %. The substantial decrease in selling, general and
administrative expenses was due to the lack of operations for the period as
opposed to broader operations in the previous period.
Liquidity and Capital Resources
Cash used by operations was $47,182 for the six months ended June 30, 2000,
compared to $23,529 for the six months ended June 30, 1999.
Cash flows generated from financing activities was $30,713 for the six months
ended June 30, 2000 as compared to $60,000 for the six months ended June 30,
1999.
Capital Expenditures
The Company made no significant capital expenditures on property or equipment in
the quarter ended June 30, 2000.
Income Tax Expense (Benefit)
The Company's income tax benefits are limited to the loss sustained in 1999 due
to the reverse merger of PWA into the Company during 1999.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations
over the past three years. The Company believes that it can offset inflationary
increases in the cost of materials and labor by increasing sales and improving
operating efficiencies.
PART II
ITEM 5. OTHER INFORMATION
In an event which occurred subsequent to June 30, 2000, a Form 8-K was filed on
August 11, 2000 detailing a change in control of the Company and also a change
in the Company's management. Shareholders and other interested parties are
encouraged to read carefully that Form 8-K, which is incorporated herein by this
reference.
On August 14, 2000, in another pertinent event occurring subsequent to the
reporting period, the new Board of Directors of the Company adopted a unanimous
Resolution to change name of the Company to Webtech International Corporation
and to amend the Company's Articles of Incorporation and prepare such other
3
<PAGE>
documentation for filing with the appropriate regulatory authorities as is
proper to reflect this change.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 10 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K. No reports were filed on Form 8-K during the
quarter. However, in an event subsequent to the end of the quarter, a
Form 8-K was filed on August 11, 2000 detailing a change in control of
the Company and also a change in the Company's management. Shareholders
and other interested parties are encouraged to read carefully that Form
8-K, which is incorporated herein by this reference.
4
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 17th day of August 2000.
Professional Wrestling Alliance Corporation
August 17, 2000
By: /s/ Barry Vichnick
---------------------
Barry Vichnick
Its: President, Chief Executive
Officer and Director
5
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INDEX TO EXHIBITS
Exhibit. Page
No. No. Description
3(i) * Articles of Incorporation of the Company (incorporated
herein by reference to the Company's Form S-18 as filed with
the Securities and Exchange Commission on December 6, 1988).
3(ii) * Bylaws of the Company, as amended (incorporated herein by
reference to the Company's Form S-18 as filed with the
Securities and Exchange Commission on December 6, 1988).
4(i) * Form of certificate evidencing shares of "Common Stock" in
the Company (incorporated herein by reference to from
Exhibit 4(a) to the Company's Form S-18 as filed with the
Securities and Exchange Commission on December 6, 1988).
3(iii) * Certificate of Amendment of Articles of Incorporation
Changing the Company's Name From Jutland Enterprises, Inc.
to Professional Wrestling Alliance Corporation and
increasing the number of authorized shares of stock dated
November 15, 1999. (Incorporated herein by reference to the
Company's Form 8-K filed with the Securities and Exchange
Commission on December 3, 1999).
27 Financial Data Schedule "CE"
6
