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: 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)
c/o Rick Bailey, President
500 East Cheyenne Avenue
North Las Vegas, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 12, 2000, Professional Wrestling Alliance Corporation
(the "Company") entered into an Acquisition Agreement
("Agreement") with Gateway Distributors, Ltd., a Nevada
Corporation ("Gateway") wherein the Company agreed to acquire the
bulk of Gateway's assets and its operating business, in exchange
for shares of the Company's stock equaling approximately 85% of
the issued and outstanding shares of the Company.
Gateway is a network marketing company that does business under
the name "The Right Solution." Gateway sells nutritional, health
and dietary supplements and products throughout North America and
Japan. See "Gateway Distributors, Ltd. Form 10-SB," filed
December 15, 1999. The Agreement contemplates the transfer to the
Company of the business and goodwill of The Right Solution which
consists of existing inventory and an existing networking
distribution business. The Agreement Provides for the Company to
acquire all of the assets and network marketing business of
Gateway (The Right Solution), which business will then be
operated by the Company.
The Closing of the Asset Purchase Agreement is scheduled to occur
within 120 days of the October 12, 2000 signing of the Agreement
(on or before February 9, 2001), and the closing is contingent
upon the happening of a number of events which are set out in
detail in paragraph 7 of the Agreement (Exhibit "A"). In brief,
the requirements are that the Agreement must be approved by a
majority of the shareholders of the respective corporations;
Agreement upon a specific list of assets to be transferred to the
Company; That Rick Bailey, the current president of Gateway, be
appointed as president of the Company; that the Company raise a
minimum of $350,000 in equity capital; and that the Judgments
against the Company in the cases entitled Koken, Insurance
Commissioner v. Jutland Enterprises, Inc., Pennsylvania
Commonwealth Court No. 294 M.D. 1994 and Maleski, Insurance
Commissioner v. Jutland Enterprises, inc., New Jersey Superior
Court No. SOM-L-871-95 be paid in full or otherwise resolved. The
above description of the terms of the Agreement is qualified in
its entirety by the Agreement attached hereto as Exhibit "A."
A definitive list of the specific assets being purchased by the
Company will be provided and agreed upon at the closing.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Financial statements required by Item 7(a)(1) will be filed by
amendment to this filing within sixty days of the date of closing.
The following exhibit is included:
(a). Acquisition Agreement dated October 12, 2000
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: October 17, 2000
Professional Wrestling Alliance Corporation,
A Delaware Corporation
By: /s/Rich Bailey
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Name: Rick Bailey
Title: President
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