UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1999
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from _____to_____.
Commission file number: 33-24108D
Professional Wrestling Alliance Corporation
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(Name of Small Business Issuer in Its Charter)
Delaware 87-045382
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
15962 Gault Street, Van Nuys, CA 91406
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(Address of Principal Executive Offices) (Zip Code)
(818) 786-7154
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of each Exchange on Which Registered
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Common Stock ($0.001 Par Value) None
Preferred Stock ($0.001
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 X No
-----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [ ].
The issuer's total consolidated revenues for the year ended December 31, 1999,
were $16,471.
The aggregate market value of the registrant's Common Stock, $0.001 par value
held by non-affiliates was approximately $18,533,929 based on the average
closing bid and asked prices for the Common Stock on March 31, 2000.
On April 12, 2000, the number of shares outstanding of the registrant's Common
Stock, $0.001 par value (the only class of voting stock), was 75,856,832.
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TABLE OF CONTENTS
PAGE
PART I
Item 1. Description of Business..........................................1
Item 2. Description of Property..........................................5
Item 3. Legal Proceedings................................................5
Item 4. Submission of Matters to a Vote of Security-Holders..............5
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.........5
Item 6. Management's Discussion and Analysis or Plan of Operation........8
Item 7. Financial Statements............................................10
Item 8. Changes in and Disagreements With
Accountants on Accounting andFinancial Disclosure...............11
PART III
Item 9. Directors and Executive Officers................................11
Item 10. Executive Compensation..........................................12
Item 11. Security Ownership of Certain Beneficial
Owners and Management...........................................13
Item 12. Certain Relationships and Related Transactions..................14
Item 13. Exhibits, List and Reports on Form 8-K..........................14
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This Report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, the ability of the Company to continue its expansion strategy,
changes in costs of raw materials, labor, and employee benefits, as well as
general market conditions, competition and pricing. Although the Company
believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
included in this Annual Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
A. Business Development
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").
On March 22, 1999, Hudson Consulting Group, Inc. ("Hudson") entered into a Stock
Purchase Agreement ("Agreement") with an individual by the name of Andrew
Thorburn. Pursuant to the Agreement Hudson purchased 2,246,224 shares of the
Company's common stock for $10,000 cash on March 24, 1999. Consequently, Hudson
obtained a majority interest in the Company's common stock. By virtue of
Hudson's purchase of 57.7% of the Company's common stock, Hudson had effective
control of the Company at that time. Hudson's intent in purchasing 57.7% of the
Company's shares of common stock was to assist the Company in settling its
debts, assisting the Company in filing and bringing the necessary disclosure
documents current with the Securities and Exchange Commission, and finding
suitable operations for the Company through a merger or acquisition.
On April 7, 1999, Hudson filled the vacancies on the board of the Company
pursuant to Delaware General Corporation Law under ss.ss.268(a) and 141(k)
appointing Richard Surber as a director and president and Saundra McFadden as a
director and secretary of Company. Both Mr. Surber and Ms. McFadden are also
officers and director of Hudson. On April 13, 1999, the State of Delaware
revived the Company's charter to conduct the business authorized by its articles
of incorporation retroactively as of February 28, 1995. On November 19, 1999,
the Company amended its articles of incorporation to provide for an increase in
the number of its authorized shares of its common stock from 50,000,000 to
200,000,000.
Prior to November 23, 1999, four individuals, Allen Nelson, Pamela Nissen,
Leland Stringer, and Barry Vichnick ("PWA Shareholders") collectively owned 100%
of PWA. Pursuant the Company's acquisition of PWA, facilitated through a Stock
Acquisition Agreement dated November 23, 1999, ("Acquisition Agreement") the
Company purchased 100% of PWA from the PWA Shareholders in exchange for
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60,000,000 shares of the Company's common stock. The PWA shareholders received
the 60,000,000 shares of the Company's common stock on a pro rata basis. These
changes would result in the PWA shareholders holding 60,000,000 shares of the
Company's common stock or 92.74%of the Company's issued and outstanding stock at
that time. Hudson's holdings would total 2,246,224 or 3.47% of the Company's
outstanding shares of common stock at that time, down from 57.7% prior to the
change of control. Richard Surber's personal holding would remain at 800,000 and
decrease his holdings to 1.23% of the Company.
In exchange for the transfer of 60,000,000 shares of the Company's common stock
to the PWA's Shareholders on a pro rata basis, 100% ownership interest in PWA
was transferred to the Company. PWA is now a wholly owned subsidiary and the
principle operating entity of the Company. PWA held less than $10,000 in assets
at the time of the acquisition.
B. The Company's Business Plan
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. Additionally, the Company intends to employ award
winning writers, scene designers and special effects wizards to produce its
shows and events.
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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 26, 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.
C. Marketing Strategy
The Company believes that the key to building a successful buyrate for a pro
wrestling pay per view event is to present wrestling matches that the fans will
want to see. To do that the Company will attempt to create emotional bonds
between the audience and the wrestlers.
The Company believes that the best way to promote its wrestlers to the public is
through television. Thus, the Company plans to produce a series of shows for
cable / network television. The shows will be provided at a reasonable cost to
the networks with the intention of creating a substantial profit center for the
broadcasters. The Company plans to offer the shows to television networks at an
attractive price on the condition that the Company retains a portion of the
commercial for the Company's sponsors on each broadcast. The Company believes
that good matchmaking with in-depth story lines, interviews and
characterizations will create the emotional connection that viewers will want to
follow on a weekly basis.
In addition to the marketing strategy outlined above, the Company, through an
oral agreement, recently retained Technovative Marketing, Inc., a reputable
marketing firm with prestigious clients such as AT&T and Lucent Technologies, to
market the Company's events and to obtain sponsorships to increase the Company's
profitability. The Company has also formed an oral strategic alliance with KROQ
radio station. It was the company's intent, through this alliance, to blitz the
airwaves with 52 spots approximately two prior to the Rock & wrestling event the
Company had scheduled for the L.A. sports Arena on February 10, 2000, but has
had to cancel because of a lack of funding.
The Company's overall growth plan calls for a secondary show entitled "the
Battle of the Bands," which the Company is presently negotiating to emanate from
the "House of Blues" in Los Angeles. This show is being designed to provide
exposure to new and upcoming bands. The Company intends to have the winner of
the "Battle of the Bands" to be the opening featured act on its television and
pay-per-view events. The Company believes this may be an opportunity to form a
strategic alliance, with record companies who are constantly looking to promote
their new talent.
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D. Governmental Regulation
The Company may be prohibited from promoting and conducting its live events if
it does no comply with applicable regulations. In various states throughout the
United States and some Canadian provinces, athletic commissions and other
applicable regulatory agencies require the Company to obtain promoters licences,
performers licenses, medical licenses and/or event permits in order for the
Company to promote and conduct the live event that it has scheduled. In the
event that the Company fails to comply with the regulations of a particular
jurisdiction, it may be prohibited from promoting or conducting the live events
in that jurisdiction. The Company's inability to present its live events over an
extended period of time or in a number of jurisdictions would lead to a decline
in expected revenues and could have a materially adverse effect on the Company's
business.
E. Competition
The entertainment market in which the Company operates is highly competitive and
the Company may not be able to compete effectively against competitors with
greater financial resources or competitors that have a stronger market presence.
The Company expects that its productions and live events will compete on a
national level with a wide variety entertainment.
In particular, the Company anticipates competing directly with Time/Warner's
World Championship Wrestling, Inc., Vincent McManhon's World Wide Wrestling
Federation, and Extreme Championship Wrestling in all aspects of the Company's
business including but not limited to: market share, viewership, advertising
dollars, and access to arenas. Additionally, the Company anticipates indirect
competition from the music, entertainment, and professional and college sports
industries in general This competition, as mentioned above, could result in the
Company being unable to gain any significant market share, venues, distribution
channels or performers and fewer entertainment and advertising dollars spent on
the Company's form of entertainment, any of which could have a material adverse
effect on operating results, financial condition, and/or prospects.
F. Employees
Currently, the Company has five (5) full time employees and no part-time
employees.
G. Reports to Security Holders
The Company's annual report will contain audited financial statements. The
Company is not required to deliver an annual report to security holders and will
not voluntarily deliver a copy of the annual report to the security holders. The
Company intends to, from this date forward, to file all of its required
information with the Securities and Exchange Commission ("SEC"). Prior to this
form being filed there were not other forms filed. The Company plans to file its
10KSB, 10QSB, and all other forms that may be or become applicable to the
Company with the SEC.
The public may read and copy any materials that are filed by the Company with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The statements
and forms filed by the Company with the SEC have also been filed electronically
and are available for viewing or copy on the SEC maintained Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The Internet address
for this site can be found at http://www.sec.gov. Additional information can be
found concerning the Company on the Internet at http://www.Rockand
Wrestling.com.
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ITEM 2. DESCRIPTION OF PROPERTY
The Company leases approximately 1,000 square feet the office space but does not
pay any rent, for its headquarters which are located, 15962 Gault Street, Van
Nuys, California. Management believes this property is adequately coved by
insurance. Additionally, the Company owns free and clear approximately .2145 of
raw land in Elko County, Nevada. On March 25, 2000, the Company purchased this
raw land from Oasis Fields, L.L.C., by paying off the mortgage to this property
by issuing 1,200,000 shares of the Company's common stock to Oasis International
Hotel & Casino, Inc. Management believes this property is adequately coved by
insurance. For more information on this transaction, see Item 12 of this Form
10-KSB titled, "Certain Relationships and Related Transactions."
ITEM 3. LEGAL PROCEEDINGS
Cynthia M. Maleski, Insurance Commissioner of the Commonwealth of Pennsylvania
v. Jutland Enterprises, Inc.
On July 5, 1994, Maleski, in her capacity as statutory liquidator of Corporate
Life Insurance Company, filed an action against the Company in the Commonwealth
Court of Pennsylvania No. 294 M.D. 1994. That court entered a Default Judgement
on December 28, 1994 against the Company in the amount of $300,000 plus 10%
interest from October 8, 1993, plus attorney's fees and costs. On May 8, 1995, a
suit was filed in the Superior Court of New Jersey, Somerset County, Docket No.
SOM-L-871-95 seeking to enforce the Pennsylvania judgement. On June 7, 1996,
judgement was granted by the New Jersey Court in the amount of $398,884.36 plus
costs and attorney's fees.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 12, 1999, the Company, with the necessary number of shares as
required by statute were in favor of amending the Company's Articles of
Incorporation to provide for the following: 1) to increase the Company's amount
of authorized shares of stock to 205,000,000 of which 5,000,000 shares were
preferred shares, $.001 par value with the remaining 2,000,0000 shares as common
stock, $.001 par value; and 2) to change the Name of the Company from Jutland
enterprises, Inc. to Professional Wrestling Alliance Corporation.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on the Over The Counter Bulletin Board
("OTC BB") under the symbol "PWAA(1)."
The table below sets forth the high and low sales prices for the Company's
Common Stock for each quarter of 1997, 1998, and 1999. The quotations below
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions:
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(1) The Company, prior to changing its name to Professional Wrestling
Alliance Corporation, traded under the Symbol "JUTL" on the OTC BB. The last day
that the Company traded under the "JUTL" symbol was November 30, 1999.
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Quarter High Low
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1998(1) First N/A N/A
Second N/A N/A
Third N/A N/A
Fourth N/A N/A
Quarter High Low
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1999(2) First N/A N/A
Second $0.53125 $0.125
Third $0.125 $0.0625
Fourth(3) $2.25 $0.0625
Quarter High Low
------- ---- ---
2000 First 1.75 .7525
Shareholders
As of April 12, 2000, there were approximately 308 shareholders of record
holding a total of approximately 75,856,832 shares of Common Stock.
Dividends on the Common Stock
The Company has not declared a cash dividend on its Common Stock in the last two
fiscal years and the Company does not anticipate the payment of future
dividends. The Company may not pay dividends on its Common Stock without first
paying dividends on its Preferred Stock. There are no other restrictions that
currently limit the Company's ability to pay dividends on its Common Stock other
than those generally imposed by applicable state law.
Preferred Stock
The Company is authorized to issue preferred stock up to 5,000,000 preferred
shares, $.001 par value however, there are no preferred shares of the Company's
stock issued and outstanding at this time.
(1) The Company was inactive during 1998 consequently, the price of the
Company's stock for this period is not available.
(2) The Company was inactive during the first quarter of 1999 consequently,
the price of the Company's stock for this period is not available.
(3) During the fourth quarter of 1999, the company changed its name and
trading symbol from Jutland Enterprises Inc., trading under the symbol "JUTL" to
Professional Wrestling Alliance Corporation, trading under the symbol "PWAA."
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Recent Sales of Unregistered Securities
On November 2, 1999, the Company, pursuant to section 4(2) of the Securities Act
of 1933, issued 800,000 shares of its common stock, valued at $1,000, to Richard
Surber in consideration of his services rendered to the Company. The Company
made this sale based on the following factors: (1) the issuance was an isolated
private transaction by the Company which did not involve a public offering; (2)
all of the offeree(s) were officers and/or directors of the Company; (3) the
offeree has not resold the stock to date (4) there were no subsequent or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller denominations; and (6)the negotiations for the sale of the stock
took place directly between the offeree(s) and the Company.
Pursuant to a Stock Acquisition Agreement dated November 23, 1999, the Company
acquired 100% of the PWA from Barry Vichnick, Leland Stringer, Allen Nelson, and
Pamela Nissen (the "PWA Shareholders") in exchange for 60,000,000 shares of the
Company's common stock. The PWA Shareholders received the 60,000,000 shares of
the Company's common stock on a pro rata basis as follows:
Nelson received 15,000,000 shares of Common Stock of Issuer in exchange for
all of his shares in PWA. Subsequent transactions have caused Nelson to
presently own 11,750,000 shares of the Issuer's Common Stock.
Nissen received 7,200,000 shares of Common Stock of Issuer in exchange for
all of his shares in PWA. Subsequent transactions have caused Nissen to
presently own 1,000,000 shares of the Issuer's Common Stock.
Stringer received 19,800,000 shares of Common Stock of Issuer in exchange
for all of his shares in PWA. Subsequent transactions have caused Stringer
to presently own 500,000 shares of the Issuer's Common Stock.
Vichnick received 18,000,000 shares of Common Stock of the Issuer in
exchange for all of his shares in the PWA. Subsequent transactions have
caused Vichnick to presently own 11,750,000 shares of the Issuer's Common
Stock.
The Company made the above described offering pursuant to section 4(2) of the
Securities Act of 1933 based on the following factors: (1) the issuance was an
isolated private transaction by the Company which did not involve a public
offering; (2) all of the offeree(s) were officers and/or directors of the
Company; (3) there were no subsequent or contemporaneous public offerings of the
stock; (4)the negotiations for the sale of the stock took place directly between
the offeree(s) and the Company.
On November 17, 1999, the Company, pursuant to section 4(2) of the Securities
Act of 1933, issued 5,000,000 shares of its common stock to Hudson Consulting,
Group, Inc. in exchange for advisory/consulting services rendered to the PWA
Shareholders. The Company made the above described offering pursuant to section
4(2) of the Securities Act of 1933 based on the following factors: (1) the
issuance was an isolated private transaction by the Company which did not
involve a public offering; (2) there were no subsequent or contemporaneous
public offerings of the stock; (3) the negotiations for the sale of the stock
took place directly between the offeree(s) and the Company.
Sales of Unregistered securities Subsequent to Year End
On February, 26, 2000, the Company issued 1,200,000 shares of its common stock
to Oasis International Hotel & Casino, Inc., in consideration of the Company's
purchase of real property from Oasis Fields, Inc., L.L.C.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
A. Results of Operations
Sales
The Company has not generated any revenues from operations for the periods
covered by this Form 10-KSB.
Losses
Net losses for the year ended December 31, 1999, increased to $340,444 from
$47,335 for the year ended December 31, 1998, an increase of 619%. The increase
in losses was attributable to an increase 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 the year ended December 31,
1999, increased to $287,063 from $0 for the year ended December 31, 1998. The
substantial increase in selling general and administrative expenses were the
result of acquiring PWA.
Depreciation and amortization expenses for the years ended December 31, 1999 and
December 31, 1998 were $0 and $0 respectively.
B. Liquidity and Capital Resources
Cash used by operations were $43,529 for the year ended December 31, 1999, and
$0 for the year ended December 31, 1998.
Cash flows generated from financing activities was $60,000 for the year ended
December 31, 1999 due to the issuance of common stock and $0 for the year ended
December 31, 1998.
C. Capital Expenditures
The Company made no significant capital expenditures on property or equipment
over the periods covered by this report.
D. Income Tax Expense (Benefit)
The Company's income tax benefits are limited to the loss sustained in 1999 due
to the change of management.
E. 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
G. Year 2000 Compliance
As of the date of the filing of this Form 10-KSB, the Company has not
experienced any Y2K problems.
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H. 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.
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.
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ITEM 7. FINANCIAL STATEMENTS
The Company's financial statements for the fiscal year ended December 31, 1999
and 1998 are attached hereto as pages F-1 through F-10.
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements for the years ended December 31, 1999 and 1998
Independent Auditor's Report.................................................F-1
Balance Sheets...............................................................F-2
Statements of Income and Expenses............................................F-3
Statements of Shareholders' Equity...........................................F-4
Statements of Cash Flows.....................................................F-5
Notes to Financial Statements................................................F-6
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Sellers & Associates P.C. (801) 621-8128
3785 Harrison Blvd., Suite 101 - Ogden, Utah 84403 Fax (801) 627-1639
Independent Auditors' Report
To: Board of Directors
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Van Nuys, California
We have audited the accompanying balance sheets of PROFESSIONAL WRESTLING
ALLIANCE CORPORATION (a Delaware corporation), as of December 31, 1999 and 1998
and the related statements of operations, shareholders' equity (deficit), and
cash flows for each of the two years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to in the first paragraph
above present fairly, in all material respects, the financial position of
PROFESSIONAL WRESTLING ALLIANCE CORPORATION as of December 31, 1999 and 1998 and
the results of its operations and cash flows for each of the two years then
ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been presented assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company disposed of all its assets and has not transacted
business for several years, which raises substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Sellers & Associates, P.C.
April 4, 2000
Ogden, Utah
F-1
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Balance Sheets
Years Ending December 31,
ASSETS
1999 1998
-------- --------
Current Assets
Cash $ 16,471 $ -
-------- --------
Total Current Assets 16,471 -
-------- --------
Total Assets $ 16,471 $ -
======== ========
LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIT)
Current Liabilities
Accounts Payable $ 38,534 -
Judgement Payable 574,066 $520,685
Convertible Notes Payable $205,000 -
-------- --------
Total Current Liabilities 817,600 520,685
-------- --------
Long-Term Liabilities - -
-------- --------
Total Liabilities
$817,600 $520,685
-------- --------
Contingencies - -
Shareholder's Equity (Deficit) - -
-------- --------
Preferred Stock, $0.001 par value,
authorized 5,000,000 shares,
none issued and outstanding. - -
Common Stock, $0.001 par value,
authorized 200,000,000 shares,
and 63,893,943 and 3,893,943
issued and outstanding as of
December 31, 1999and 1998. 63,894 3,894
Additional Paid-In Capital - -
Retained Earnings (Deficit) (865,023) (524,579)
-------- --------
Net Shareholders' Equity (Deficit) (801,129) (520,685)
-------- --------
Total Liabilities and Shareholders'
Equity (Deficit) $ 16,471 $ -
======== ========
See Accompanying Notes to the Financial Statements
F-2
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Statements of Income and Expenses
For the Years Ended December 31,
1999 1998
----------- --------------
Revenues $ - $ -
General & Administrative Expense 287,063 -
Interest Expense 53,381 47,335
----------- --------------
Net Income (Loss) Before Income Taxes (340,444) (47,335)
Provision for Income Taxes - -
----------- --------------
Net Income (Loss) $ (340,444) $ (47,335)
=========== ==============
Basic Earnings (Loss) per Share $ (.01) $ (.01)
=========== ==============
Weighted Average Shares Outstanding
During the Period 31,285,247 3,893,943
=========== ==============
See Accompanying Notes to Financial Statements
F-3
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Statements of Shareholders' Equity
For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Additional Accumulated
Preferred Stock Common Stock Paid-In-Capital (Deficit) Total
----------------- ------------ --------------- --------- -----
Shares Amount Shares Amount
------ ------ ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance of December 31,1997 - $ - 3,893,943 $ 3,894 $ - $( 477,244) $(473,350)
Net(Loss) for the year ended
December 31, 1998 - - - - - (47,335) (47,335)
Balance as of December 31, 1998 - - 3,893,943 3,894 - (524,579) (520,685)
Issuance of Capital Stock - - 60,000,000 60,000 - - 60,000
Net (Loss) for the year ended
December 31, 1999 - - - - - (340,444) (340,444)
Balance as of December 31, 1999 - $ - 63,893,943 $63,894 $ - $ (865,023) $(801,129)
=============================================================================================
</TABLE>
See Accompanying Notes to Financial Statements
F-4
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Statements of Cash Flows
For the Years Ended December 31,
<TABLE>
<CAPTION>
1999 1998
------ -----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (340,444) $ (47,335)
---------------------- ---------------------
Adjustments to reconcile Net Income to Cash Flows
from Operating Activities
Increase in Accounts Payable 38,534 -
Increase in Convertible Notes Payable 205,000 -
Increase in Judgement Payable 53,381 47,335
---------------------- ---------------------
Total Adjustments 296,915 47,335
---------------------- ---------------------
Net Cash Provided (Used) by Operating Activities (43,529) -
---------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash (Used) by Investing Activities - -
---------------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock 60,000 -
Net Cash Provided (Used) by Financing Activities 60,000 -
---------------------- ---------------------
Increase in Cash and Cash Equivalents 16,471 -
Cash at the Beginning of the Year - -
---------------------- ---------------------
Cash at End of the Year $ 16,471 $ -
====================== =====================
SUPPLEMENTARY CASH FLOW INFORMATION
Interest Paid With Cash $ - $ -
====================== =====================
</TABLE>
See Accompanying Notes to the Financial Statements
F-5
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Notes to Financial Statements
December 31, 1999
NOTE 1 - Summary of Significant Accounting Policies
Basis of Presentation
PROFESSIONAL WRESTLING ALLIANCE CORPORATION prepares its books and records on
the accrual basis for financial reporting. The accompanying financial statements
represent the transactions for the fiscal years ending December 31, 1999 and
1998.
Business Activity
The Company incorporated January 11, 1988 under the laws of the State of
Delaware, under the name of Jutland Enterprises, Inc. On September 28, 1989 it
amended its articles of incorporation and changed its name to Treats
Enterprises, Inc. On November 19, 1992 its name was changed back to Jutland
Enterprises, Inc. On November 19, 1999, the Company's name changed to
Professional Wrestling Alliance Corporation.
The Company is authorized to issue up to 200,000,000 shares of common stock, par
value $0.001 and 5,000,000 shares of preferred stock, par value $.001.
Acquisition
On November 23, 1999, the Company acquired all of the Common stock of
Professional Wrestling Alliance, a Nevada corporation. No asset is recognized on
the financial statement for this acquisition. The only asset acquired was a
concept (See Note 6). Management has taken the position to recognize no value
for the concept, an otherwise intangible asset.
F-6
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Notes to Financial Statements
December 31, 1999
NOTE 1 - Summary of Significant Accounting Policies - continued
Use of Accounting Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Impairment of Long-Lived Assets
It is the Company's policy to periodically evaluate the economic recover ability
of all of its long-lived assets. In accordance with that policy, when the
Company determines that an asset has been impaired, it recognizes the loss on
the basis of the discounted future cash flows expected from the asset.
Fair Value of Financial Instruments
The methods and assumptions used to estimate the fair value of each class of
financial instrument are as follows: Cash and cash equivalents, receivables,
accounts and judgements payable, due to shareholder: The carrying amounts
approximate fair value because of the short maturity of these instruments.
Revenue Recognition
Revenue is recognized from sales and services when they are performed.
Income Taxes
The Company has adopted the provisions of statements of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," which incorporates the use of
the asset and liability approach of accounting for income taxes. The asset and
liability approach requires the recognition of deferred tax assets and liability
for the expected future consequences of temporary differences between the
financial reporting basis and tax basis of assets and liabilities.
The Company has not filed income tax returns for several years. With the prior
net operating losses carried forward , management is of the opinion little or no
income taxes are due.
On November 23, 1999, the Company underwent an ownership change as defined in
Section 382 of the Internal Revenue Code. Consequently, management believes the
net operating loss carry forwards are lost. Therefore, no recognition of any net
operating loss carry forwards are reflected in these financial statements.
F-7
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Notes to Financial Statements
December 31, 1999
NOTE 1 - Summary of Significant Accounting Policies - continued
Statement of Cash Flows
For purpose of the statement of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.
Net Income (Loss) Per Share
Basic net income or (loss) per share is computed by dividing net income or
(loss) by the weighted average number of common shares outstanding.
NOTE 2 - Liabilities and Judgements
Management has reconstructed the financial position of the Company. Management
concludes there are no assets in the Company. Management also researched and
sought to identify any liabilities and judgements the Company may owe. The only
reportable liability management could identify is a judgement in Pennsylvania in
January and later confirmed in New Jersey, Corporate Life Insurance Company. The
judgement in New Jersey was on August 13, 1996 for $398,384 plus interest, legal
and other costs thereafter. Amount due on judgement is:
December 31, 1999 $574,066
December 31, 1998 $520,685
NOTE 3 - Contingencies
Management strived to identify any and all liabilities due by the Company. The
only identifiable liability management located is a judgement as discussed in
Note 2 - Liabilities and Judgements. However, previous management thought there
may be additional liabilities not to exceed $100,000, but was not able to
identify anything about them.
Nothing came up in the search by new management either. Consequently, no other
debt besides the judgement as noted in Note 2 is recognized in the financial
statements, even though others may surface later on. Management is of the
opinion state and local laws will stop other possible debts and law suits from
being liable to the Company.
F-8
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Notes to Financial Statements
December 31, 1999
NOTE 4 - Reclassification of Shareholders' Equity
The Company restructured its equity section of the balance sheet as approved by
the shareholders in September, 1999.
Management reduced preferred stock to zero, as it could not identify or
verify any outstanding preferred stock. Additional paid in capital was offset
against retained earnings (deficit).
The Company also canceled the 4,000,000 shares of treasury stock as part of the
restructuring of equity. All reclassifications are retroactively reported in the
financial statements as of December 31, 1997.
NOTE 5 - Common Stock
As of December 31, 1999 there are 68,993,943 shares issued and outstanding. Of
this amount, 903,545 shares are free trading whereas 68,090,398 shares remain
are restricted subject to Rule 144 of the 1933 Securities and Exchange Act. See
also Note 4.
NOTE 6 - Going Concern Considerations
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company was only a publically traded
shell corporation until December when it acquired Professional Wrestling
Alliance, a Nevada corporation, without assets other than a concept.
Funds have been raised and mostly spent in developing the concept of sponsoring
selected sporting events such as women's wrestling. These events are beginning
to phase in, the results of which are uncertain. Should they fail, this would
take the cash flow of the Company.
Management continues rasing money by various avenues, including revenues.
Management is taking necessary steps to ensure the Company remains a going
concern. However, it is doubtful the Company could absorb another loss year like
1999 without significant fund raising efforts. Since this outcome is uncertain,
the Company to remain a going concern is also uncertain. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
F-9
<PAGE>
PROFESSIONAL WRESTLING ALLIANCE CORPORATION
Notes to Financial Statements
December 31, 1999
NOTE 7 - Acquisition of Subsidiary and Change in ownership and Management
On March 23, 1999, the major shareholders, along with some others, sold their
interests in the Company to Hudson Consulting Group, Inc. (Hudson). Hudson then
effectively owned over 50% of the Company.
On November 19, 1999, 60,000,000 shares of stock were issued in the acquisition
of Professional Wrestling Alliance Corporation (refer to Note 6). This
effectively made a 94% ownership in the Company and consequently eliminated any
net operating loss carry forwards for federal income tax purposes. New
management was also brought into the Company with the ownership change.
NOTE 8 - Subsequent Events
On January 4, 2000, the Company began negotiations for a real estate
acquisition. The acquisition primarily entailed issuing 1,200,000 shares of
common stock for real estate that has a mortgage already existing against it.
The real estate is located in Elko County, Nevada and is zoned to build a
gambling casino on it.
F-10
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
During 1999, the Company had no changes or disagreements with its accountants on
accounting or financial disclosures.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Name Age Position
- ---- --- --------
Barry Vichnick 52 President/CEO and Director
Vaughn Nelson 51 Secretary and Treasurer
Allen Nelson 55 Director
Gary Anderson 47 Director
Alan Walker 53 Director
Barry Vichnick was appointed President of the Company on February 3, 2000, and
his term of office as an officer of the Company shall be until the next annual
meeting of the board of directors. Mr. Vichnick has been involved in all aspects
of theater for the past forty years and has produced over 83 live events in that
time. Mr. Vichnick is an expert at the art of creating characters from Broadway
to regional theater. As a Producer/Artistic director, Mr. Vichnick's credits
include: "Two Faces Repertory Company," "Theater Is Us Repertory Company", and
"Prince Street Players." As a Writer, Mr. Vichnick's has written "You've Gotta
Have Class," "Gift Of The Ouachita," "Dismus," "Mugsy Malone," and "Malus". As a
Director of theatre/film, Mr. Vichnick has directed "Diary Of Ann Frank,"
"Godspell," "The Chosen," "The Crucible," "Our Hearts Were Yong and Gay," "Gift
of The Ouachita," "Dismus," "Jacques Brell," "Skin Our Teeth," "Funny Girl,"
Fiddler On the Roof," "Bearfoot In The Park," "Once Upon A Mattress," "Bye-bye
Birdie," "Brigadoon," "JB," "The Infanta," "Whose Afraid Of Virginia Wolfe,"
"You're A Good Man Charlie Brown," "War Of The Grease Paint," "Ballroom," The
Man In The Dog Suit," The Zoo story," "We are To Be Great," "Here Lies Jeremy
Troy." Mr. Vichnick's other professional experience includes being an owner and
producer of Animal Crackers Night Club located in New York City, being a teacher
of theater, an artist in residence for the Department of cultural Affairs for
the City of Los Angeles, and an artist in residence for the State of California.
Vaughn Nelson was appointed Secretary and Treasurer of the Company on February
3, 2000, and his term of office as an officer of the Company shall be until the
next annual meeting of the board of directors. Mr. Nelson is Mr. Nelson is a
graduate of the Maryland school of Accounting and a graduate from the American
National School of Finance. Mr. Nelson holds a real estate license in the State
of Utah and has sold both residential and commercial real estate since 1975.
From 1988 to the present, Mr. Nelson has worked as a Business Manager at Spartan
CPI. From 1984 -1988 mr. Nelson was the owner/operator and vice president of
Time Out Food Store, Inc. From 1972-1984 Mr. Nelson worked as a store director
for Albertsons, Inc. Additionally, Mr. Nelson served four years active duty in
the U.S.A.F. as nuclear weapons expert.
Allen Nelson was appointed as one of the Company's directors on February 3,
2000, and his term of office as a director of the Company shall be until the
board of directors elects a successor in his place. Mr. Nelson is one of L.A.'s
top theatrical coaches and since 1998, Mr. Nelson has owned his own studio and
taught classes there in Basic Technique, Sensory, and Scene Study I & II. Mr.
Nelson is also currently the Co-Producer of "A Night Of Triumph & Challenge,"
11
<PAGE>
and a Literary Division Manager at Synchronicity Publishing Company.
Additionally, Mr. Nelson in 1997, produced and directed "Class of '87, A Lost
World," and was an administrator and instuctor at the Tracy Roberts Actors
Studio from 1976 to present. A list of students coached/trained by Mr. Nelson
include some of the best actors in the business today. His expertise is in the
creation of characterizations and in the coaching and training of performers.
Mr. Nelson has also held management positions at Wells Rich Green and J.P.
Advertising supervising Universal Pictures, Orion, Paramount, and Warner Home
Video. Mr. Nelson earned his Bachelor of Arts degree in communications from San
Jose State University.
Gary Anderson was appointed as one of the Company's directors on February 3,
2000, and his term of office as a director of the Company shall be until the
board of directors elects a successor in his place. Mr. Anderson earned his AA
degree in Film Production from L.A. Valley College in 1974. Mr. Anderson has
been a Gaffer/Chief Lighting Technician for 20 years and has extensive
experience in film. He is also well versed in all types of lighting equipment
and film stock. Mr Anderson has also done lighting design work for Komi Studios
in Norway. Projects that Mr. Anderson has worked on as a Gaffer include: "The
Nanny" (Sony Television)1998-1999; "Step By Step" (Warner Bros. TV) 1991-1998;
"Family Matters" (warner Bros. TV) 1990-1991; "Perfect Strangers" (Warner Bros
TV) 1988-1992; "Getting By" (Warner Bros. TV) 1992-1994; "The Love Boat" (Aron
Spelling Production) 1980-1985 & 1989; The Colbys (Aron Spelling Productions)
1985-1987; Hotel (Aron Spelling Production) 1987-1988; The Loner Movie of the
Week (Aron Spelling Production) 1988; "Out Of This World" & "Busting Loose"
(Universal Studios) 1988; "Trapper John MD" (20th Century Fox) 1979.
Alan Walker was appointed as one of the Company's directors on February 3, 2000.
Mr. Walker has worked in film for approximately thirty years. In 1997, Mr.
Walker won an Emmy Award for his work on the Cosby Show and has been nominated
for his work in film sixteen times for Emmy Awards. Mr. Walker's work experience
includes producing educational films, public broadcasting, and maintaining his
own business, Alan Walker Associates, a non-specialized lighting design
association that provides clients with expertise in all technical arenas
including facilities, manpower, and budget.
Compliance with Section 16(a) of the Exchange Act
Other than as discussed below and based solely upon a review of Forms 3, 4 and 5
furnished to the Company, the Company is not aware of any person who at any time
during the fiscal year ended December 31, 1999 was a director, officer, or
beneficial owner of more than ten percent of the Common Stock of the Company,
and who failed to file, on a timely basis, reports required by Section 16(a) of
the Securities Exchange Act of 1934 during such fiscal year.
On January 11, 2000 Barry Vichnick, Leland Stringer, Pamela Nissen, and Allen
Nelson filed a Form 3 late and are late in filing a Form 4.
On March 8, 2000, A-Z Professional Consultants, Inc., A-Z Professional
Consultants, Inc., Retirement Trust, Allen Wolfson, Hudson Consulting Group,
Inc., and Richard Surber filed a Form 3 late.
On March 9, 2000, Hudson Consulting Group, Inc., Richard Surber, and Oasis
International Hotel & Casino, Inc., filed a Form 4 late
ITEM 10. EXECUTIVE COMPENSATION
Executive Compensation
No compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer of the Company during the years 1999 and 1998. The following
table provides summary information for each of the last three fiscal years
concerning cash and non-cash compensation paid or accrued by the Company to or
on behalf of the president and the only other employee(s) to receive
compensation in excess of $100,000.
12
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Awards Payouts
Annual Compensation ------ -------
------------------------------- Restricted Securities All
Name and Other Annual Stock Underlying Other
Principal Position Year Salary Bonus Compensation Award(s) Options LTIP payouts Compensation
($) ($) ($) ($) SARs(#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Barry Vichnick, 1999 $0 - - - - - -
Chief Executive 1998 n/a - - - - - -
Officer; Director 1997 n/a - - - - - -
Richard Surber 1999 $0 - - 800,000 - - -
former President, 1998 $0 - - - - - -
CEO and 1997 $0 - - - - - -
Director
</TABLE>
Compensation of Directors
The Company's directors are not compensated for any meeting the board of
directors which they attend.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of March 31, 2000 the number and percentage
of outstanding shares of common stock which, according to the information
supplied to the Company, were beneficially owned by (i) each current director of
the Company, (ii) each current executive officer of the Company, (iii) all
current directors and executive officers of the Company as a group, and (iv)
each person who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the Company's outstanding common stock. Except as otherwise
indicated, the persons named in the table below have sole voting and dispositive
power with respect to all shares beneficially owned, subject to community
property laws (where applicable).
<TABLE>
<CAPTION>
Title of Class Name and Address of Beneficial Amount and nature of Percent of Class
Ownership Beneficial Ownership
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Barry Vichnick 11,750,000 15.54%
15692 Gualt Street
Van Nuys, CA 91406
Common Allen Nelson 11,750,000 15.54%
Stock 15692 Gualt Street
Van Nuys, CA 91406
Common Stock Vaughn Nelson 0 0%
15692 Gualt Street
Van Nuys, CA 91406
Common Stock Alan Walker 0 0%
15692 Gualt Street
Van Nuys, CA 91406
Common Stock Gary Anderson 0 0%
15692 Gualt Street
Van Nuys, CA 91406
Common Stock Hudson Consulting Group, Inc. 5,412,000 7.13%
268 West 400 South, Ste. 300
Salt Lake City, UT 84101
Common Stock Richard Surber(5) 800,000 1.05%
268 West 400 South, Ste. 300
Salt Lake City, UT 84101
Common Stock A-Z Professional Consultants, Inc.(6) 25,300,000 33.35%
Retirement Trust
268 West 4000 South
Salt Lake City, UT 84101
Common Stock All Executive Officers and 23,500,000 30.97%
Directors as a Group
</TABLE>
13
-----------------------
(5) Richard Surber may be deemed to be a beneficial owner of Hudson
Consulting Group, Inc.'s ownership of 5,412,000 shares of the Company's common
stock aside from his personal ownership of 800,000 shares of the Company's stock
as Mr. Surber is the President of Hudson Consulting Group, Inc.
(6) Allen Wolfson and BonnieJean C. Tippetts may be deemed to be the
beneficial owner of A-Z Professional Consultants, Inc. Retirement Trust's
ownership of 25,000,000 shares of the Company's common stock as Mr. Wolfson is
the beneficiary and Ms. Tippetts is the trustee of A-Z Professional Consultants,
Inc. Retirement Trust.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 17, 1999, the Company issued 5,000,000 shares of its common stock to
Hudson Consulting, Group, Inc. in exchange for advisory/consulting services
rendered to the PWA Shareholders.
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 13. 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 beginning on page 15 of this Form
10-KSB, and are incorporated herein by this reference.
(b) Reports on Form 8-K On December 2, 1999 the Company filed a Form 8-K
disclosing the execution of a Stock Acquisition Agreement with Professional
Wrestling Alliance in which all shares of Professional Wrestling Alliance
were transferred to the Company in exchange for 60,000,000 shares of the
Company's common stock.
14
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 14th day of April, 2000.
Professional Wrestling Alliance Corporation
a Delaware corporation
/s/ Barry Vichnick
-------------------------
Name: Barry Vicknick
Title: President/CEO and Director
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Barry Vichnick President / CEO and April 14 , 2000
- -------------------------
Barry Vichnick Director
/s/ Vaughn Nelson Secretary and April 14 , 2000
- -------------------------
Vaughn Nelson Treasurer
/s/ Gary Anderson Director April 14, 2000
- -------------------------
Gary Anderson
/s/ Allen Nelson Director April 14 , 2000
- -------------------------
Allen Nelson
/s/ Alan Walker Director April 14 , 2000
- -------------------------
Alan Walker
15
<PAGE>
ITEM 2. DESCRIPTION OF EXHIBITS.
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 NameFrom 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) * Stock Acquisition Agreement between Barry Vichnick,
Pamela Nissen, Allen Nelson, Leland Stringer and
Jutland Enterprises, Inc. dated November 23, 1999
(incorporated herein by reference to the Company's
Form 8-K filed with the Securities and Exchange
Commission on December 3, 1999) .
23 17 Consent Letter of Independent Auditor dated April 13,
2000.
16
<PAGE>
Exhibit 23
Sellers & Associates P.C. (801) 621-8128
3785 Harrison Blvd., Suite 101 - Ogden, Utah 84403 Fax (801) 627-1639
April 13, 2000
Board of Directors
Professional Wrestling Alliance Corporation
Van Nuys, California
Gentlemen:
We hereby consent to the use of our audit report of Professional Wrestling
Alliance Corporation and subsidiary dated April 4, 2000 for the years ended
December 31, 1999 and 1998 in the Company's Form 10-KSB.
/s/ Sellers & Associates, P.C.
- ---------------------------------
Sellers & Associates, P.C.
Ogden, UT
17
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED AUDITED AND UNAUDITED FINANCIAL STATEMENTS FOR THE PERIODS
ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998 RESPECTIVELY, THAT WERE
FILED WITH THE COMPANY'S REPORT ON FORM 10-SB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000839430
<NAME> Professional Wrestling Alliance Corporation, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-1-1999 JAN-1-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
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0 0
0 0
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<OTHER-SE> (865,023) (524,579)
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<INCOME-PRETAX> (340,444) (47,335)
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<EPS-BASIC> (0.01) (0.01)
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</TABLE>
