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 March 31, 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 May 17, 2000 was 71,056,832.
<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.............................5
ITEM 5. OTHER INFORMATION.....................................................6
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................6
SIGNATURES.....................................................................7
INDEX TO EXHIBITS..............................................................8
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE>
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
March 31, 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
<PAGE>
Professional Wrestling Alliance
Condensed Balance Sheet
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
(unaudited) (audited)
--------------------- -----------------------
<S> <C> <C>
ASSETS
Current Assets: $ $
Cash and cash equivalents 1,347 16,471
Prepaid expense - -
Other 3,750 -
--------------------- -----------------------
Total current assets 5,097 16,471
Property, Plant & Equipment (net of depreciation) 480,000 -
--------------------- -----------------------
TOTAL ASSETS $ 485,097 $ 16,471
===================== =======================
LIABILITIES AND STOCK HOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 50,053 $ 38,534
Judgement Payable 588,781 574,066
=======
Convertible Notes Payable 205,000 205,000
--------------------- -----------------------
Total current liabilities 843,834 817,600
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; 71,056,832and 63,893,943
shares issued and outstanding March 31, 2000
and December 31, 1999, respectively 71,057 63,894
Additional paid in capital 503,550 -
Accumulated Deficit (933,344) (865,023)
--------------------- -----------------------
Total stockholders' equity (358,737) (801,129)
--------------------- -----------------------
TOTAL LIABILITIES AND EQUITY $ 485,097 $ 16,471
===================== =======================
</TABLE>
See notes to financial statements
F-1
<PAGE>
Professional Wrestling Alliance
Unaudited Condensed Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
March 31, 2000 March 31, 1999
-------------- --------------
REVENUE
<S> <C> <C>
Interest and other income $ - $ -
Investment income - -
------------------------ -------------------------
Total Revenue - -
EXPENSES
Interest expense 14,715 53,381
Selling, general and administrative 53,606 287,063
------------------------ -------------------------
Total Expenses 68,321 340,444
NET LOSS (from continuing operations) $ (68,321) $ (340,444)
------------------------ -------------------------
Income taxes -
NET LOSS $ (68,321) $ (340,444)
------------------------ -------------------------
BASIC AND DILUTED LOSS PER
COMMON SHARE $ 0.00 $ (0.01)
------------------------ -------------------------
BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING 67,475,388 31,285,247
======================== =========================
</TABLE>
See notes to financial statements
F-2
<PAGE>
Professional Wrestling Alliance
Unaudited Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Three Months
Ended March Ended March
31, 2000 31, 1999
------------------ ------------------
CASH FLOWS FROM OPERATION ACTIVITIES
<S> <C> <C>
Net loss $ (68,321) $ (340,444)
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 38,534
Increase in convertible notes payable - 205,000
Increase in judgement payable 14,715 53,381
------------------ ------------------
Total adjustments 22,484 296,915
Net Cash Provided (Used) by Operating Activities (45,837) (43,529)
------------------ ------------------
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
Purchase of Land (480,000) -
------------------ ------------------
Net Cash Provided (Used) by Investing Activites (480,000) -
CASH FLOWS FROM FINANCING ACTIVITIES
Additional Paid in Capital 503,550 -
Issuance of Common Stock 7,163 60,000
------------------ ------------------
Net Cash Provided (Used) by Financing Activites 510,713 60,000
NET INCREASE (DECREASE) IN CASH EQUIVALENTS (15,124) 16,471
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 16,471 -
------------------ ------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,347 $ 16,471
================== ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for interest $ - $ -
================== ==================
</TABLE>
See notes to financial statements
F-3
<PAGE>
Professional Wrestling Alliance
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2000
1. Basis of Presentation
The accompanying consolidated unaudited 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 the Company 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. Year 2000 Compliance
As of March 31, 2000, the Company had not experienced any problems related to
the Y2K problem.
3. 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
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATION
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.
The Company's current plan of operation is 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, Professional Wrestling Alliance ("PWA").
The Company effected the purchase of PWA, for the purpose of producing and
distributing a series of sports and television entertainment shows, pay per
views, and live events. Through PWA, the Company, intends to promote and produce
professional wrestling events, combining musical acts and wrestling matches for
live audiences and television including pay per view events. What the Company
intends to produce is a series of entertaining events, using rock & roll and
wrestling as its focal point. The Company plans to produce events and then
broadcast them in over 78 different countries through out the world through
various joint ventures.
The Company's wrestling events are expected to concentrate on female wrestling
and a training camp has been established for the purpose of training the
Company's wrestlers. The Company believes that its female wrestlers are
attractive, professional and credible performers and athletes. The Company's
wrestlers will be trained in a distinctive style of wrestling known as "Lucha
Libre", popularized in Mexico and Japan. According to the Lucha Libre style of
wrestling, the Company's female athletes will be trained as acrobats as well as
wrestlers. Lucha Libre translated literally means "free fighting" and to become
a Luch Libre one must first be agile and athletic as well as a trained
professional. The Company intends to train its wrestlers in the Lucha Libre
style of wrestling at the Company's training facilities located in Los Angeles,
California and in Florida. The Company believes that the Lucha Libre style of
wrestling will provide for exciting action packed matches especially when
combined with Rock & Roll stars and media celebrities.
The Company believes there is a natural connection between music and wrestling
and each show or event produced is expected to have a musical guest such as the
Charlie Daniels Band, Kiss, Beasty Boys, Corn, James Brown, Tito Puente, Lit,
Sheila E., L7, MTV's Bif Naked, and Alice Cooper. Additionally, each show or
event produced is expected to feature appearances by celebrities such as Tommy
Chong, Tommy Lee, Paul Rodriguez, Howard Stern, and various other personalities
from MTV, E-Television, FX, Comedy Central, VH1, Entertainment Tonight as well
as other celebrities.
The Company's produced shows and events are expected to be presented in an
entertaining format using unique stage craft and state of the art production
techniques. The Company's managing director is a recognized expert in the use of
new technologies as well as a producer of a series of live productions. This
expertise provides the Company with the ability to shoot in Digital / High
Definition at a cost that is comparable with standard broadcast production.
Shooting in Digital / High Definition provides the Company with a strong
marketing hook as well as giving the Company's product a long shelf life.
Through an oral agreement with SJC Productions, the Company has been able to put
together a Digital / High Definition mobile production crew that is experienced
and capable of producing a high quality show. This Digital / High Definition
broadcast technology will provide views with lush images, ten times the picture
information, digital 8 track sound and adjustable wide screen format. It is the
Company's intention to shoot both standard and High Definition simultaneously as
requested by the distributor.
2
<PAGE>
Additionally, the Company intends to employ award winning writers, scene
designers and special effects wizards to produce its shows and events.
Furthermore, the Company has initiated a series of negotiations with Sony,
MCA/Universal, Atlantic and Warner Brothers for the introduction of new talent
and the ability to feature new works by established talent. The Company also
intends to distribute a series of Rock & Wrestling soundtracks worldwide. Each
musical guest, along with special guest celebrity will have an opportunity to
become part of the Company's wrestling events by interacting in the storylines
written especially for each event. The Company is currently planning to place
rock & wrestling events in 28 concert arenas located in the western region of
the country.
The Company will design each show and event as a multiple profit source with
over ten separate sources of revenues. The Company intends to provide the series
it produces to the network as a weekly show and as a special for large scale
live pay per view events. In addition to the broadcast and pay per view, the
Company expects to derive profits from other sources such as live event ticket
sales, merchandising, international television rights, video sales and rentals,
and corporate sponsorship.
Due to a lack of sufficient operating capital, the Company had to cancel four of
its scheduled Rock & Wrestling events as follow: 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. However, despite the Company's current lack of funding,
the Company has entered into informal negotiations to co-produce European events
with Frontier Wrestling Alliance based in London, England. Additionally, the
Company is presently negotiating with Concerts West (which books events for 28
different arenas nationwide), Mandalay Productions, Showtime, Direct TV,
Pay-Per-View, MTV, CBS, UPN and SFX to produce events for network television.
Plan of Operation
The Company's plan of operation for the remainder of the year 2000 is to seek
additional financing through equity offerings or through more traditional means
such as bank loans to fund its operations so that the Company can schedule its
events and produce its products.
Results of Operations
Sales
The Company has not generated any revenues from operations for the periods
covered by this Form 10-QSB.
Losses
Net losses for the quarter ended March 31, 2000, decreased to $68,321 from
$340,444 for the quarter ended March 31, 1999, a decrease of 80%. The decrease
in losses was attributable to an decrease in general and administrative expenses
relating to the cost of acquiring PWA and the start-up expenses of PWA.
Expenses
Selling, general and administrative expenses for quarter ended March 31, 2000,
decreased to $ 53,606 from $287,063 for the quarter ended March 31, 1999, a
decrease of 81 %. The substantial decrease in selling general and administrative
expenses were the result of acquiring PWA back in 1999.
3
<PAGE>
Liquidity and Capital Resources
Cash used by operations were $45,837 for the quarter ended March 31, 2000, and
$43,529 for the quarter ended March 31, 1999.
Cash flows generated by investing activities were $480,000 for the quarter ended
March 31, 2000, and $0 for the quarter ended March 31, 1999.
Cash flows generated from financing activities was $510,713 for the quarter
ended March 31, 2000 due to the issuance of common stock and $60,000 for the
quarter ended March 31, 1999.
Capital Expenditures
The Company made no significant capital expenditures on property or equipment
over the periods covered by this report.
Income Tax Expense (Benefit)
The Company's income tax benefits are limited to the loss sustained in 1999 due
to the change of management.
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
Year 2000 Compliance
As of the date of the filing of this Form 10-QSB, the Company has not
experienced any Y2K problems.
Risk Factors
Investments in small businesses is speculative and involves a high degree of
risk. Investors should not invest any funds in the Company unless they can
afford to lose their investment in its entirety. In making an investment
decision, investors must rely on their own examination of the Company including
the merits and the risks involved. Other potential factors, other than those
listed below, may exist which may negatively affect the Company. Offerees must
take this and the following representations into account prior to making an
investment decision in the Company.
1) Going Concern
In the event the Company is unable to raise sufficient capital to
produce its events or to continue as a going concern, the Company could
cease operations altogether and as a result, investors could loose
their investments in their entirety.
2) No Guarantee of Success
The Company can provide no assurance of its success. Additionally, no
assurance can be given that Management's business plan will be
successful and therefore, investors risk the loss of their entire
investment even if the Company is able to raise funds sufficient to
produce events and to continue as a going concern.
4
<PAGE>
3) Product Performance
The Company's business and success are based solely on its ability to
advertise, promote, and sell its products. No assurance can be given
that the products will be accepted or widely used by its targeted
markets, thereby generating significant revenue. Furthermore, certain
circumstances could develop which may decrease the Company's products'
performance and availability, thereby affecting the Company's ability
to continue as a going concern.
4) Limited Operating History
The Company has no previous production history, and, therefore, has
limited financial and business history upon which investors can rely in
making their investment decision. The Company does not have an
operational history upon which it can predict the success of the growth
strategies that management intends to implement.
5) Accumulated Debt
The Company has accumulated debt resulting from costs incurred to date
from the acquisition of its operations through PWA. Conditions could
change in the production capacity of the property or the Management
that would affect the ability to repay the incurred debt and thereby
negatively affect the financial success of the Company.
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 13, 2000 the Company, pursuant to ss.4(2) of the Securities Act of
1933, issued a total of 1,162, 889 shares of its common stock to the persons and
entities listed below in exchange for their services rendered to the Company.
Herbert Hanegan 160,000
Gale C. Leetzow 250,000
Richard W. Maus 20,000
John Fry 50,000
Ken Kurtz 100,000
David Michael, L.L.C. 32,889
A-Z Professional Consultants, Inc. 300,000
Alexander Senkovski, L.L.C. 250,000
The Company made this offering based on the following factors: (1) the issuance
was an isolated private transaction by the Company which did not involve a
public offering; (2) the offerees have not resold the stock; (3) there were no
subsequent or contemporaneous public offerings of the stock; (4) the stock was
not broken down into smaller denominations; and (5) the negotiations for the
sale of the stock took place directly between the Company and the offerees.
5
<PAGE>
On January 28 , the Company issued a total of 500,000 shares of its common stock
to the individuals listed below and pursuant to section 4(2) of the Securities
Act of 1933 in exchange for their services rendered to the Company:
Roto Lanti 375,000 shares
Melvin Fields 120,000 shares
Michael Golightly 5,000 shares
The Company made this issuance based on the following factors: (1) the issuance
was an isolated private transaction by the Company which did not involve a
public offering; (2) the offerees have not resold the stock; (3) there were no
subsequent or contemporaneous public offerings of the stock; (4) the stock was
not broken down into smaller denominations; and (5) the negotiations for the
sale of the stock took place directly between the Company and the offerees.
On March 1, 2000, the Company issued, pursuant ss.4(2)of the Securities Act of
1933, 250,000 shares of its restricted common stock in the name of Brad H.
Muller as Trustee of the Connie R. Muller Trust in exchange for $25,000 cash.
The Company made this issuance based on the following factors: (1) the issuance
was an isolated private transaction by the Company which did not involve a
public offering; (2) the offeree has not resold the stock; (3) there were no
subsequent or contemporaneous public offerings of the stock; (4) the stock was
not broken down into smaller denominations; and (5) the negotiations for the
sale of the stock took place directly between the Company and the offeree.
ITEM 5. OTHER INFORMATION
On March 25, 2000, 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 Fiels 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.
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.
6
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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 19th day of May 2000.
Professional Wrestling Alliance Corporation
By: /s/ Barry Vichnick May 19, 2000
-------------------
Barry Vichnick
Its: President, Chief Executive Officer and Director
7
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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"
Material Contracts
Exhibit. Page
No. No. Description
- ------- ---- -----------
10(i) 9 Real Estate Purchase Agreement between Oasis Fields, L.L.C.,
as "Buyer", and Oasis International Hotel & Casio, Inc., as
"Seller" dated March 24, 1999.
10(ii) 14 Bill of Sale dated March 25, 2000 illustrating the
conveyance of Oasis Fields, L.L.C. to Professional Wrestling
Alliance Corporation.
8
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Exhibit 10(i)
REAL ESTATE PURCHASE AGREEMENT
PARTIES: Oasis Fields, L.L.C. - Buyer, a Nevada limited liability
corporation, with a mailing address of P. O. Box 4127 Ormond
Beach, Florida 32175.
Oasis International Hotel & Casino, Inc. - Seller, a Nevada Corporation
with its offices located at 268 West 400 South, Suite 300, Salt Lake City, Utah
84101.
PROPERTY: 2.145 acres, designated as Parcel No. 2 as shown on the Parcel
Map for Oasis International Hotel and Casino, Inc., filed in the
office of the Elko County Recorder, Elko, Nevada, at file no.
433771, located in a portion of Sections 2 and 3, Township 38
North, Range 66 East, M.D.B.&M. and as more specifically set
forth in Exhibit "A" as attached hereto.
Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the
property as set forth above upon the following terms and conditions:
Price: Total purchase price shall be $600,000 for the property as
described herein above, the purchase price to be paid as
provided for at the time of closing.
Payment: The purchase price of $600,000 is to paid at closing, cash
payment of $120,000, the balance to be seller financed for
one year bearing an interest rate of 7% per annum.
DEPOSIT: Within 10 calendar days of this agreement, both parties shall deposit
with an agreed and designated Escrow Holder, all funds and instruments necessary
to complete the sale in accordance with the terms hereof.
CLOSING: This transaction shall be closed on or before ten days from the date
hereof, or thereafter if extended by the agreement of both parties hereto.
Closing shall occur when: (a) Buyer and Seller have signed and delivered to an
escrow/title company all documents required by this Contract, by written escrow
instructions and by applicable law; and (b) the monies required to be paid under
these documents, have been delivered to the escrow/title company in the form of
cashier's check, collected or cleared funds. Seller and Buyer shall each pay
one-half (1/2) of the escrow Closing fees. Taxes and assessments for the current
year, rents, and interest on assumed obligations shall be prorated as set forth
in this Section. Prorations set forth in this Section shall be made as of the
date of Closing.
POSSESSION: Seller shall have right to possession upon closing.
9
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BROKER & AGENTS: The parties hereby agree and acknowledge that each party is
liable for any payments to each parties respective brokers or agents.
EVIDENCE OF TITLE: Seller has, or shall have at Closing, fee title to the
Property and agrees to convey such title to Buyer by deed, free of financial
encumbrances as warranted herein.
SELLER'S DISCLOSURES: Seller will deliver to Buyer the following Seller
Disclosures; (a) a copy of all loan documents relating to any loan now existing
which will encumber the Property after Closing; and (b) a copy of all leases
affecting the Property not expiring prior to Closing. Seller agrees to pay any
title commitment cancellation charges.
GENERAL CONTINGENCIES: Buyer's approval of the content of items referenced in
Seller's Disclosures and Buyer's inspection of the Property. Any inspection
shall be paid for by Buyer and shall be conducted by an individual/company of
Buyer's choice. Seller agrees to fully cooperate with such inspection and a
walk-though inspection of the Property as reasonably requested by the Buyer.
Buyer shall have 5 days after receipt of the content of Seller's
Disclosures to determine, if, in Buyer's sole discretion, the content of all
Seller Disclosures is acceptable.
If Buyer does not deliver a written objection to Seller regarding a
Seller Disclosure or the Property Inspection within the time provided above,
that document or inspection will be deemed approved or waived by Buyer.
If Buyer objects, Buyer and Seller shall have 10 calendar days after
receipt of the objections to resolve Buyer's objections. Seller may, but shall
not be required to, resolve Buyer's objections. If Buyer's objections are not
resolved within the 10 calendar days, Buyer may void this Contract by providing
written notice to Seller within the same 10 calendar days. If this contract is
not voided by Buyer, Buyer's objection is deemed to have been waived. However,
this waiver does not affect any other matters warranted by Seller.
CHANGES DURING TRANSACTION: Seller agrees that no changes in any existing leases
shall be made, no new leases entered into, and no substantial alterations or
improvements to the Property shall be made or undertaken without the written
consent of the Buyer.
AUTHORITY OF SIGNERS: The persons executing this Contact on behalf of the Buyer
and the Seller warrant that each has the authority to do so and to bind the
named Buyer and Seller corporations.
COMPLETE CONTRACT: This instrument together with its addenda, any attached
exhibits, and Disclosures constitute the entire Contract between the parties and
supersedes and replaces any and all prior negotiations, representations,
warranties, understandings, term sheets or contracts between the parties. This
Contract cannot be changed except by written agreement of the parties.
DISPUTE RESOLUTION: The parties agree that any dispute or claim relating to this
Contract, including but not limited to the breach or termination of this
Contract, or the services related to this transaction, shall first be submitted
to mediation in accordance with the Rules of the American Arbitration
Association.
10
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Disputes shall include representations made by the parties, any broker or other
person or entity in connection with the sale, purchase, financing, condition or
other aspect of the Property to which this Contract pertains, including without
limitation, allegations of concealment, misrepresentation, negligence and/or
fraud. Each party agrees to bear its own costs of mediation. Any agreement
signed by the parties pursuant to the mediation shall be binding. If mediation
fails, the procedures applicable and remedies available under this Contract
shall apply. Nothing in this paragraph shall prohibit any party from seeking
emergency equitable relief pending mediation. The parties agree that mediation
under this paragraph is not mandatory, but is optional upon agreement of all
parties.
DEFAULT: If Buyer defaults, Seller may elect to either retain any payments made
as liquidated damages or to return the Deposit and sue Buyer to enforce Seller's
rights. If Seller defaults, Buyer is entitled to the return of any payments or
to sue Seller to enforce Buyer's rights. Where a section of this Contract
provides a specific remedy, the parties intend that the remedy shall be
exclusive regardless of rights which might otherwise be available under common
law.
ATTORNEY'S FEES: In any action arising out of this Contract, the prevailing
party shall be entitled to costs and reasonable attorney's fees.
APPLICABLE LAW AND VENUE DESIGNATION: The parties agree that the Law of the
State of Nevada shall apply to any issue arising under this Agreement and the
parties further agree and stipulate that the Courts located in the County of
Elko, Nevada have jurisdiction to hear and rule upon any dispute arising under
this Agreement.
ABROGATION: Except for express warranties made in this Contract, the provisions
of this Contract shall not apply after Closing.
RISK OF LOSS: All risk of loss or damage to the Property shall be borne by
Seller until Closing.
TIME IS OF THE ESSENCE: Time is of the essence regarding the dates set forth in
this transaction. Extensions must be agreed to in writing and by all parties.
Performance under each section and paragraph of this Contract which references a
date shall be required absolutely by 5:00 p.m. Pacific Time on the stated date.
ZONING: The parties agree to cooperate in the zoning of any of the property,
including the development of a master plan for the area in support of any
application by either party for zoning change applications.
HEADINGS AND CAPTIONS: The headings or captions of paragraphs are included
solely for convenience. If a conflict exists between any heading or caption and
the text of this Agreement, the text shall control.
SEVERABILITY: If any of the terms or provisions of this Agreement are determined
to be invalid,
11
<PAGE>
such invalid term or provision shall not affect or impair the remainder of this
Agreement, but such remainder shall continue in full force and effect to the
same extent as though the invalid term or provision were not contained herein.
EXECUTION IN COUNTERPARTS: This Agreement may be executed in two or more
counterparts, each of which may be executed by one of the parties, with the same
force and effect as though all of the parties executing such counterparts have
executed but one instrument.
FACSIMILE (FAX) DOCUMENTS: Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original.
SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, legal representatives,
successors and permitted assigns.
ACCEPTANCE: Acceptance occurs when Seller or Buyer, responding to any offer or
counteroffer, (if any) (a) signs the offer or counter where noted to indicate
acceptance; and (b) communicates to the other party or the other party's agent
that the offer or counteroffer has been signed as required.
OASIS FIELDS L.L.C.
BUYER'S SIGNATURE: /s/ Melvin Fields 3/24/99
--------------------------------------- ------------
By: Melvin Fields Date
------------------------------------------
Print name and Title
OASIS INTERNATIONAL HOTEL & CASINO, INC.
SELLER'S SIGNATURE:
/s/ Richard Surber
By: Richard Surber Date
---------------------------
Print name and Title
12
<PAGE>
EXHIBIT "A"
REAL PROPERTY DESCRIPTION
Real property located in the County of Elko, State of Nevada, described as
follows:
TRACT:
Parcel No. 2, as shown on Parcel Map for OASIS INTERNATIONAL HOTEL and
CASINO, INC., filed in the office of the County Recorder of Elko County on
October 15, 1998, as File NO. 433771, located in a portion of Section 2,
Township 38 North, Range 66 East, M.D.B. & M.
EXCEPTING THEREFROM that portion of said land, as reserved by the State of
Nevada, in deed recorded July 18, 1950, in Book 58, Page 287, Deed Records,
Elko County, Nevada.
FURTHER EXCEPTING THEREFROM all oil and gas, in the land so patented, and
to it or person authorized by it, the right to prospect for, mine and
remove deposits from the same upon compliance with the conditions and
subject to the provisions and limitations of the Act of July 17, 1914, (38
Stat. 509), as reserved by the UNITED STATES OF AMERICA, in deed recorded
December 13, 1966, in Book 76, Page 684, Official Records, Elko County,
Nevada.
EXHIBIT "A"
13
<PAGE>
Exhibit 10(ii)
BILL OF SALE
By these presents, Melvin Fields, a Florida resident does hereby acknowledge the
sale and transfer for good and valuable consideration, the receipt of which is
hereby acknowledged, all of his rights, ownership and interest in and to the
Nevada Limited Liability Company known as Oasis Fields, L.L.C. to Professional
Wrestling Alliance Corporation, ( a Delaware corporation), said transfers to
include any and all rights of ownership, transfer and use presently held by
Melvin Fields and or Oasis Fields, L.L.C.. Payment in full for the sale
represented by this Bill of Sale has been received prior to the execution and
delivery hereof to Professional Wrestling Alliance Corporation. Melvin Fields
represents that he has been the sole and only member of Oasis Fields L.L.C. from
the date of its formation through the date hereof.
Dated this 25th Day of March 2000.
Melvin Fields, Sole Member of Oasis Fields, L.L.C.
/s/ Melvin Fields
------------------------
Melvin Fields
EXHIBIT "A"
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S MARCH 31,
2000, QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000839430
<NAME> Professional Wrestling Alliance Corporation
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-2000 DEC-31-2000
<PERIOD-END> MAR-31-2000 DEC-31-1999
<EXCHANGE-RATE> 1 1
<CASH> 1,341 16,471
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 5,097 16,471
<PP&E> 480,000 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 485,097 16,471
<CURRENT-LIABILITIES> 843,834 817,600
<BONDS> 0 0
0 0
0 0
<COMMON> 71,057 63,894
<OTHER-SE> (429,794) (865,023)
<TOTAL-LIABILITY-AND-EQUITY> 485,097 16,471
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 53,606 287,063
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 14,715 53,381
<INCOME-PRETAX> (68,321) (340,444)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (68,321) (340,444)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (68,321) (340,444)
<EPS-BASIC> (0.00) (0.11)
<EPS-DILUTED> (0.00) (0.11)
</TABLE>
