SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended March 31, 2000.

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the transition period from ________ to ________.


         Commission file number:33-24108D

                   PROFESSIONAL WRESTLING ALLIANCE CORPORATION
                  --------------------------------------------
        (Exact name of small business issuer as specified in its charter)





            DELAWARE                                      87-045382
           ----------                                    ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)





                 15962 Gault Street, Van Nuys, California 91406
                 ----------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (818) 786-7154
                                 --------------
                           (Issuer's telephone number)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                    Yes XX           No

         The number of outstanding  shares of the issuer's common stock,  $0.001
par value (the only class of voting stock), as of May 17, 2000 was 71,056,832.


<PAGE>




                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............2


                                     PART II

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.............................5

ITEM 5.  OTHER INFORMATION.....................................................6

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................6

SIGNATURES.....................................................................7

INDEX TO EXHIBITS..............................................................8











                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


<PAGE>



ITEM 1. FINANCIAL STATEMENTS

As used herein,  the term "Company"  refers to Professional  Wrestling  Alliance
Corporation,  a Delaware  corporation,  and its  subsidiaries  and  predecessors
unless otherwise indicated. Consolidated, unaudited, condensed interim financial
statements  including a balance  sheet for the  Company as of the quarter  ended
March 31, 2000 and  statements of  operations,  and statements of cash flows for
the  interim  period up to the date of such  balance  sheet  and the  comparable
period of the  preceding  year are attached  hereto as Pages F-1 through F-4 and
are incorporated herein by this reference.

                      [THIS SPACE LEFT BLANK INTENTIONALLY]

                                        1


<PAGE>



                         Professional Wrestling Alliance
                             Condensed Balance Sheet
<TABLE>
<CAPTION>
                                                                            March 31, 2000             December 31, 1999
                                                                              (unaudited)                  (audited)
                                                                         ---------------------      -----------------------
<S>                                                                   <C>                        <C>
ASSETS

      Current Assets:                                                  $                          $
            Cash and cash equivalents                                                    1,347                       16,471
            Prepaid expense                                                                  -                            -
            Other                                                                        3,750                            -
                                                                         ---------------------      -----------------------
      Total current assets                                                               5,097                       16,471

      Property, Plant & Equipment (net of depreciation)                                480,000                            -
                                                                         ---------------------      -----------------------

TOTAL ASSETS                                                           $               485,097    $                  16,471
                                                                         =====================      =======================

LIABILITIES AND STOCK HOLDERS' EQUITY
      Current Liabilities:

            Accounts payable                                           $                50,053    $                  38,534
            Judgement Payable                                                          588,781                      574,066
                                                                                                                    =======
            Convertible Notes Payable                                                  205,000                      205,000
                                                                         ---------------------      -----------------------
                 Total current liabilities                                             843,834                      817,600

      Stockholders' equity

            Preferred stock ($.001 par value, 5,000,000
                 shares authorized; no share issued and
                 outstanding                                                                                              -
            Common stock $.001 par value shares, 200,000,000
                 shares authorized; 71,056,832and 63,893,943
             shares issued and outstanding March 31, 2000
            and December 31, 1999, respectively                                         71,057                       63,894
            Additional paid in capital                                                 503,550                            -
            Accumulated Deficit                                                       (933,344)                    (865,023)
                                                                         ---------------------      -----------------------
                 Total stockholders' equity                                           (358,737)                    (801,129)
                                                                         ---------------------      -----------------------

TOTAL LIABILITIES AND EQUITY                                           $               485,097    $                  16,471
                                                                         =====================      =======================
</TABLE>



                        See notes to financial statements

                                       F-1


<PAGE>



                         Professional Wrestling Alliance
                  Unaudited Condensed Statements of Operations
<TABLE>
<CAPTION>
                                                         Three Months Ended             Three Months Ended
                                                           March 31, 2000                 March 31, 1999
                                                           --------------                 --------------
REVENUE
<S>                                                  <C>                            <C>
      Interest and other income                       $                         -    $                         -
      Investment income                                                         -                              -
                                                         ------------------------      -------------------------
            Total Revenue                                                       -                              -
EXPENSES
      Interest expense                                                     14,715                         53,381
      Selling, general and administrative                                  53,606                        287,063
                                                         ------------------------      -------------------------
                 Total Expenses                                            68,321                        340,444

NET LOSS (from continuing operations)                 $                   (68,321)   $                  (340,444)
                                                         ------------------------      -------------------------

Income taxes                                                                                                   -
NET LOSS                                              $                   (68,321)   $                  (340,444)
                                                         ------------------------      -------------------------
BASIC AND DILUTED LOSS PER
COMMON SHARE                                          $                      0.00     $                    (0.01)
                                                         ------------------------      -------------------------
BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING                                             67,475,388                     31,285,247
                                                         ========================      =========================
</TABLE>




                        See notes to financial statements

                                       F-2


<PAGE>



                         Professional Wrestling Alliance
                  Unaudited Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                    Three Months            Three Months
                                                                                    Ended March             Ended March
                                                                                      31, 2000                31, 1999
                                                                                 ------------------      ------------------
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                                          <C>                      <C>
     Net loss                                                                 $             (68,321)   $           (340,444)
     Adjustments to reconcile net loss to net cash provided (used) by
     operating activities:
          (Increase) in accounts receivable                                                  (3,750)                      -
          Increase in accounts payable                                                       11,519                  38,534
          Increase in convertible notes payable                                                   -                 205,000
          Increase in judgement payable                                                      14,715                  53,381
                                                                                 ------------------      ------------------
               Total adjustments                                                             22,484                 296,915
     Net Cash Provided (Used) by Operating Activities                                       (45,837)                (43,529)
                                                                                 ------------------      ------------------
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES

          Purchase of Land                                                                 (480,000)                      -
                                                                                 ------------------      ------------------
     Net Cash Provided (Used) by Investing Activites                                       (480,000)                      -

CASH FLOWS FROM FINANCING ACTIVITIES

          Additional Paid in Capital                                                        503,550                       -
          Issuance of Common Stock                                                            7,163                  60,000
                                                                                 ------------------      ------------------
     Net Cash Provided (Used) by Financing Activites                                        510,713                  60,000

NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                                 (15,124)                 16,471

CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD                                                                                       16,471                       -
                                                                                 ------------------      ------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $               1,347    $             16,471
                                                                                 ==================      ==================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
     Cash paid during the period for interest                                 $                   -    $                  -
                                                                                 ==================      ==================
</TABLE>


                        See notes to financial statements

                                       F-3


<PAGE>



                         Professional Wrestling Alliance
         NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2000

1.  Basis of Presentation

The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance  with the  instructions in Form 10-QSB and,
therefore,  do not include all information  and footnotes  required by generally
accepted  accounting  principles and should,  therefore,  be read in conjunction
with the Company's  Annual Report to  Shareholders on Form 10-KSB for the fiscal
year ended December 31, 1999.  These  statements do include all normal recurring
adjustments which the Company believes  necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ended December 31, 2000.

2.  Year 2000 Compliance

As of March 31, 2000, the Company had not  experienced  any problems  related to
the Y2K problem.

3.  Additional footnotes included by reference

Except as indicated in Notes above, there have been no other material changes in
the information  disclosed in the notes to the financial  statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1999.
Therefore, those footnotes are included herein by reference.

                                       F-4


<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULT
        OF OPERATION

General

As used herein the term  "Company"  refers to  Professional  Wrestling  Alliance
Corporation, a Delaware corporation,  its subsidiaries and predecessors,  unless
the context indicates otherwise.  The Company was originally incorporated in the
State of Delaware on January 11, 1988, under the name Jutland Enterprises,  Inc.
The Company  carried on the business  authorized  by its charter  until March 1,
1995, at which time its charter became  inoperative and void for non- payment of
taxes.  Furthermore,  the Company was unable to transact any business because no
known officer or director  retained  their position with the Company until April
7, 1999.

The Company's  current plan of operation is to promote and produce  professional
wrestling  events,  combining  musical  acts  and  wrestling  matches  for  live
audiences and television  including pay per view events through its wholly owned
subsidiary, Professional Wrestling Alliance ("PWA").

The Company  effected  the  purchase of PWA,  for the purpose of  producing  and
distributing  a series of sports and  television  entertainment  shows,  pay per
views, and live events. Through PWA, the Company, intends to promote and produce
professional wrestling events,  combining musical acts and wrestling matches for
live  audiences and television  including pay per view events.  What the Company
intends  to produce is a series of  entertaining  events,  using rock & roll and
wrestling  as its focal  point.  The  Company  plans to produce  events and then
broadcast  them in over 78  different  countries  through out the world  through
various joint ventures.

The Company's  wrestling  events are expected to concentrate on female wrestling
and a  training  camp has been  established  for the  purpose  of  training  the
Company's  wrestlers.  The  Company  believes  that  its  female  wrestlers  are
attractive,  professional  and credible  performers and athletes.  The Company's
wrestlers  will be trained in a distinctive  style of wrestling  known as "Lucha
Libre",  popularized in Mexico and Japan.  According to the Lucha Libre style of
wrestling,  the Company's female athletes will be trained as acrobats as well as
wrestlers.  Lucha Libre translated literally means "free fighting" and to become
a Luch  Libre  one  must  first  be  agile  and  athletic  as well as a  trained
professional.  The  Company  intends to train its  wrestlers  in the Lucha Libre
style of wrestling at the Company's training  facilities located in Los Angeles,
California  and in Florida.  The Company  believes that the Lucha Libre style of
wrestling  will provide for  exciting  action  packed  matches  especially  when
combined with Rock & Roll stars and media celebrities.

The Company believes there is a natural  connection  between music and wrestling
and each show or event  produced is expected to have a musical guest such as the
Charlie Daniels Band, Kiss,  Beasty Boys, Corn, James Brown,  Tito Puente,  Lit,
Sheila E., L7, MTV's Bif Naked,  and Alice  Cooper.  Additionally,  each show or
event produced is expected to feature  appearances by celebrities  such as Tommy
Chong, Tommy Lee, Paul Rodriguez,  Howard Stern, and various other personalities
from MTV,  E-Television,  FX, Comedy Central, VH1, Entertainment Tonight as well
as other celebrities.

The  Company's  produced  shows and events are  expected to be  presented  in an
entertaining  format using  unique  stage craft and state of the art  production
techniques. The Company's managing director is a recognized expert in the use of
new  technologies  as well as a producer of a series of live  productions.  This
expertise  provides  the  Company  with the  ability  to shoot in Digital / High
Definition at a cost that is comparable with standard broadcast production.

Shooting  in  Digital  / High  Definition  provides  the  Company  with a strong
marketing  hook as well as  giving  the  Company's  product a long  shelf  life.
Through an oral agreement with SJC Productions, the Company has been able to put
together a Digital / High Definition  mobile production crew that is experienced
and capable of producing a high  quality  show.  This Digital / High  Definition
broadcast  technology will provide views with lush images, ten times the picture
information,  digital 8 track sound and adjustable wide screen format. It is the
Company's intention to shoot both standard and High Definition simultaneously as
requested by the distributor.

                                        2


<PAGE>



Additionally,  the  Company  intends  to employ  award  winning  writers,  scene
designers  and  special  effects  wizards  to  produce  its  shows  and  events.
Furthermore,  the Company  has  initiated  a series of  negotiations  with Sony,
MCA/Universal,  Atlantic and Warner Brothers for the  introduction of new talent
and the ability to feature new works by  established  talent.  The Company  also
intends to distribute a series of Rock & Wrestling soundtracks  worldwide.  Each
musical  guest,  along with special guest  celebrity will have an opportunity to
become part of the Company's  wrestling  events by interacting in the storylines
written  especially for each event.  The Company is currently  planning to place
rock & wrestling  events in 28 concert  arenas  located in the western region of
the country.

The Company  will design  each show and event as a multiple  profit  source with
over ten separate sources of revenues. The Company intends to provide the series
it  produces  to the  network as a weekly  show and as a special for large scale
live pay per view events.  In addition to the  broadcast  and pay per view,  the
Company  expects to derive  profits from other sources such as live event ticket
sales, merchandising,  international television rights, video sales and rentals,
and corporate sponsorship.

Due to a lack of sufficient operating capital, the Company had to cancel four of
its scheduled Rock & Wrestling  events as follow:  Oakland Sports Arena December
18, 1999;  L.A.  Sports Arena  February 10, 2000;  Imperial  Palace,  Las Vegas,
February 27, 2000; and the L.A. Sports Arena, April 16, 1999. Additionally, as a
result of the Company's  current lack of funding,  no events or productions have
been scheduled to date. However,  despite the Company's current lack of funding,
the Company has entered into informal negotiations to co-produce European events
with Frontier Wrestling  Alliance based in London,  England.  Additionally,  the
Company is presently  negotiating  with Concerts West (which books events for 28
different  arenas  nationwide),  Mandalay  Productions,   Showtime,  Direct  TV,
Pay-Per-View, MTV, CBS, UPN and SFX to produce events for network television.

Plan of Operation

The  Company's  plan of operation  for the remainder of the year 2000 is to seek
additional  financing through equity offerings or through more traditional means
such as bank loans to fund its  operations  so that the Company can schedule its
events and produce its products.

Results of Operations

Sales

The Company has not  generated  any  revenues  from  operations  for the periods
covered by this Form 10-QSB.

Losses

Net losses for the  quarter  ended March 31,  2000,  decreased  to $68,321  from
$340,444  for the quarter  ended March 31, 1999, a decrease of 80%. The decrease
in losses was attributable to an decrease in general and administrative expenses
relating to the cost of acquiring PWA and the start-up expenses of PWA.

Expenses

Selling,  general and administrative  expenses for quarter ended March 31, 2000,
decreased  to $ 53,606 from  $287,063  for the quarter  ended March 31,  1999, a
decrease of 81 %. The substantial decrease in selling general and administrative
expenses were the result of acquiring PWA back in 1999.

                                        3


<PAGE>



Liquidity and Capital Resources

Cash used by operations  were $45,837 for the quarter ended March 31, 2000,  and
$43,529 for the quarter ended March 31, 1999.

Cash flows generated by investing activities were $480,000 for the quarter ended
March 31, 2000, and $0 for the quarter ended March 31, 1999.

Cash flows  generated  from  financing  activities  was $510,713 for the quarter
ended  March 31, 2000 due to the  issuance  of common  stock and $60,000 for the
quarter ended March 31, 1999.

Capital Expenditures

The Company made no significant  capital  expenditures  on property or equipment
over the periods covered by this report.

Income Tax Expense (Benefit)

The Company's  income tax benefits are limited to the loss sustained in 1999 due
to the change of management.

Impact of Inflation

The Company  believes that  inflation has had a negligible  effect on operations
over the past three years. The Company believes that it can offset  inflationary
increases in the cost of materials and labor by  increasing  sales and improving
operating efficiencies

Year 2000 Compliance

As of the  date  of the  filing  of  this  Form  10-QSB,  the  Company  has  not
experienced any Y2K problems.

Risk Factors

Investments  in small  businesses is  speculative  and involves a high degree of
risk.  Investors  should  not invest any funds in the  Company  unless  they can
afford to lose  their  investment  in its  entirety.  In  making  an  investment
decision,  investors must rely on their own examination of the Company including
the merits and the risks  involved.  Other potential  factors,  other than those
listed below, may exist which may negatively  affect the Company.  Offerees must
take this and the  following  representations  into  account  prior to making an
investment decision in the Company.

         1)  Going Concern

         In the event the  Company  is unable  to raise  sufficient  capital  to
         produce its events or to continue as a going concern, the Company could
         cease  operations  altogether  and as a result,  investors  could loose
         their investments in their entirety.

         2)  No Guarantee of Success

         The Company can provide no assurance of its success.  Additionally,  no
         assurance  can  be  given  that  Management's  business  plan  will  be
         successful  and  therefore,  investors  risk the  loss of their  entire
         investment  even if the  Company is able to raise funds  sufficient  to
         produce events and to continue as a going concern.

                                        4


<PAGE>



         3)  Product Performance

         The  Company's  business and success are based solely on its ability to
         advertise,  promote,  and sell its products.  No assurance can be given
         that the  products  will be  accepted  or widely  used by its  targeted
         markets, thereby generating significant revenue.  Furthermore,  certain
         circumstances  could develop which may decrease the Company's products'
         performance and  availability,  thereby affecting the Company's ability
         to continue as a going concern.

         4)  Limited Operating History

         The Company has no previous  production history,  and,  therefore,  has
         limited financial and business history upon which investors can rely in
         making  their  investment  decision.  The  Company  does  not  have  an
         operational history upon which it can predict the success of the growth
         strategies that management intends to implement.

         5)  Accumulated Debt

         The Company has accumulated  debt resulting from costs incurred to date
         from the acquisition of its operations  through PWA.  Conditions  could
         change in the  production  capacity of the  property or the  Management
         that would  affect the ability to repay the  incurred  debt and thereby
         negatively affect the financial success of the Company.

                                     PART II

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

On January 13, 2000 the Company,  pursuant to ss.4(2) of the  Securities  Act of
1933, issued a total of 1,162, 889 shares of its common stock to the persons and
entities listed below in exchange for their services rendered to the Company.

         Herbert Hanegan                      160,000
         Gale C. Leetzow                      250,000
         Richard W. Maus                       20,000
         John Fry                              50,000
         Ken Kurtz                            100,000
         David Michael, L.L.C.                 32,889
         A-Z Professional Consultants, Inc.   300,000
         Alexander Senkovski, L.L.C.          250,000

The Company made this offering based on the following factors:  (1) the issuance
was an  isolated  private  transaction  by the  Company  which did not involve a
public  offering;  (2) the offerees have not resold the stock; (3) there were no
subsequent or  contemporaneous  public offerings of the stock; (4) the stock was
not broken down into smaller  denominations;  and (5) the  negotiations  for the
sale of the stock took place directly between the Company and the offerees.

                                        5


<PAGE>



On January 28 , the Company issued a total of 500,000 shares of its common stock
to the  individuals  listed below and pursuant to section 4(2) of the Securities
Act of 1933 in exchange for their services rendered to the Company:

Roto Lanti                     375,000 shares
Melvin Fields                  120,000 shares
Michael Golightly                5,000 shares

The Company made this issuance based on the following factors:  (1) the issuance
was an  isolated  private  transaction  by the  Company  which did not involve a
public  offering;  (2) the offerees have not resold the stock; (3) there were no
subsequent or  contemporaneous  public offerings of the stock; (4) the stock was
not broken down into smaller  denominations;  and (5) the  negotiations  for the
sale of the stock took place directly between the Company and the offerees.

On March 1, 2000, the Company issued,  pursuant  ss.4(2)of the Securities Act of
1933,  250,000  shares  of its  restricted  common  stock in the name of Brad H.
Muller as Trustee of the Connie R. Muller  Trust in exchange  for $25,000  cash.
The Company made this issuance based on the following factors:  (1) the issuance
was an  isolated  private  transaction  by the  Company  which did not involve a
public  offering;  (2) the offeree  has not resold the stock;  (3) there were no
subsequent or  contemporaneous  public offerings of the stock; (4) the stock was
not broken down into smaller  denominations;  and (5) the  negotiations  for the
sale of the stock took place directly between the Company and the offeree.

ITEM 5.           OTHER INFORMATION

On March 25,  2000,  the  Company,  in a related  party  transaction,  purchased
approximately  2.145 acres of raw land located in Elko County  Nevada from Oasis
Fields,  L.L.C.,  for 1,200,000  shares of the Company's  common stock issued to
Oasis  International  Hotel & Casino,  Inc.,  which is a sibling  corporation to
Hudson  Consulting Group, Inc. Mel Fiels was the sole shareholder and 100% owner
of Oasis Fields,  L.L.C.  prior to this transaction.  However,  pursuant to this
transaction, Oasis Fields, L.L.C. is now owned in its entirety by the Company.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are
     listed in the Index to  Exhibits  on page 10 of this Form  10-QSB,  and are
     incorporated herein by this reference.

(b)  Reports on Form 8-K. No reports were filed on Form 8-K during the quarter.








                                        6


<PAGE>



                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 19th day of May 2000.

Professional Wrestling Alliance Corporation



By:  /s/ Barry Vichnick                                 May 19, 2000
     -------------------
         Barry Vichnick
Its:     President, Chief Executive Officer and Director

                                        7


<PAGE>



                                INDEX TO EXHIBITS

Exhibit.   Page
No.         No.     Description
-------    ----     -----------

3(i)        *       Articles  of  Incorporation  of  the  Company  (incorporated
                    herein by reference to the Company's Form S-18 as filed with
                    the Securities and Exchange Commission on December 6, 1988).

3(ii)       *       Bylaws of the Company,  as amended  (incorporated  herein by
                    reference  to the  Company's  Form  S-18 as  filed  with the
                    Securities and Exchange Commission on December 6, 1988).

4(i)        *       Form of certificate  evidencing  shares of "Common Stock" in
                    the  Company  (incorporated  herein  by  reference  to  from
                    Exhibit  4(a) to the  Company's  Form S-18 as filed with the
                    Securities and Exchange Commission on December 6, 1988).

3(iii)      *       Certificate  of  Amendment  of  Articles  of   Incorporation
                    Changing the Company's Name From Jutland  Enterprises,  Inc.
                    to   Professional   Wrestling   Alliance   Corporation   and
                    increasing  the number of  authorized  shares of stock dated
                    November 15, 1999.  (Incorporated herein by reference to the
                    Company's  Form 8-K filed with the  Securities  and Exchange
                    Commission on December 3, 1999).

27                  Financial Data Schedule "CE"


Material Contracts

Exhibit.  Page
No.        No.     Description
-------   ----     -----------

10(i)      9        Real Estate Purchase Agreement between Oasis Fields, L.L.C.,
                    as "Buyer",  and Oasis International Hotel & Casio, Inc., as
                    "Seller" dated March 24, 1999.

10(ii)     14       Bill  of  Sale  dated  March  25,  2000   illustrating   the
                    conveyance of Oasis Fields, L.L.C. to Professional Wrestling
                    Alliance Corporation.















                                        8


<PAGE>