UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

(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
                   -------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


             Delaware                                   87-045382
             ---------                                  ---------
 (State or Other Jurisdiction of                      (I.R.S. Employer
  Incorporation or Organization)                      Identification No.)

                     15962 Gault Street, Van Nuys, CA 91406
                     --------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (818) 786-7154
                                 --------------
                (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
      -------------------           -----------------------------------------
  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/A or any
amendment to this Form 10-KSB/A [ ].

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  $19,344,207  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.


<PAGE>





                                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




<PAGE>



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

                                        1


<PAGE>



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.

                                        2


<PAGE>



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.

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 weeks  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.

                                        3


<PAGE>



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 licenses,
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.

                                        4


<PAGE>



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  2.145
acres  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/A  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:

---------------------
     (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.

                                        5


<PAGE>




               Quarter           High              Low
               -------           ----              ---
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
               -------           ----              ---
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."

                                        6


<PAGE>



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 8,300,000 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 8,300,000  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.






                                        7


<PAGE>



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/A.

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/A,  the  Company  has not
experienced any Y2K problems.

                                        8


<PAGE>



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.

                                        9


<PAGE>



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


                                       10


<PAGE>



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 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 lies in the
creation of  characterizations  and in the coaching and training of  performers.
Mr.  Nelson  is  also a  consultant  to the  educational  television  show  "New
Horizons."  He earned a  Bachelor  of Fine Arts from the  University  of Utah in
1967.

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. Mr. Walker has also held management
positions  at Wells  Rich  Green  and  J.P.  Advertising  supervising  Universal
Pictures,  Orion,  Paramount,  and Warner  Home  Video.  Mr.  Walker  earned his
Bachelor of Arts degree in communications from San Jose State University.

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                           8,300,000                      10.94%
                              15692 Gualt Street
                              Van Nuys, CA 91406

   Common Stock                  Allen Nelson                            8,300,000                      10.94%
                              15692 Gualt Street
                              Van Nuys, CA 91406

   Common Stock                  Vaughn Nelson                           2,800,000                       3.69%
                              15692 Gualt Street
                              Van Nuys, CA 91406

   Common Stock                   Alan Walker                            2,800,000                       3.69%
                              15692 Gualt Street
                              Van Nuys, CA 91406

   Common Stock                  Gary Anderson                           2,800,000                       3.69%
                              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(1)                         800,000                        1.05%
                         268 West 400 South, Ste. 300
                           Salt Lake City, UT 84101

   Common Stock       A-Z Professional Consultants, Inc.(2)             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                      32.95%
                             Directors as a Group


</TABLE>
                                       13

 -----------------------
     (1)  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.

     (2)  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/A, 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 17 , 2000
-------------------------
Barry Vichnick                      Director

 /s/   Vaughn Nelson                Secretary and           April 17 , 2000
-------------------------
Vaughn Nelson                       Treasurer

 /s/   Gary Anderson                Director                April 17, 2000
-------------------------
Gary Anderson

 /s/   Allen Nelson                 Director                April 17 , 2000
-------------------------
Allen Nelson

 /s/ Alan Walker                    Director                April 17 , 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>