As filed with the Securities and Exchange Commission on December 13, 1999


FILE NO.                                       COMMISSION FILE NUMBER:33-24108D


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT


                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------


                   PROFESSIONAL WRESTLING ALLIANCE CORPORATION
                   -------------------------------------------
             (Exact name of registrant as specified in its charter)

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


             5353 NOBLE AVENUE, VAN NUYS, CALIFORNIA    91411
             ---------------------------------------    -----
            (Address of principal executive offices) (Zip code)


        2000 BENEFIT PLAN OF PROFESSIONAL WRESTLING ALLIANCE CORPORATION
        ----------------------------------------------------------------
                            (Full title of the plan)


       THE CORPORATION TRUST CO.,1209 ORANGE ST.WILMINGTON,DELEWARE 19801
       ------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)


TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (302 658-7581

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
<S>                         <C>              <C>                   <C>                    <C>

Title of Securities to be   Amounts to       Proposed Maximum      Proposed Maximum       Amount of
Registered                  be               Offering Price Per    Aggregate Offering     Registration

                             REGISTERED          SHARE(1)              Price                  Fee
-------------------------   -------------    ------------------    ------------------     -------------
Common Stock, $0.001 par    10,000,000        $1.187                $11,870,000           $3,299.86
value
========================= ================ ====================   ===================     =============
</TABLE>
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of December  7,1999, a date within five business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

                                    Page 1 of 7 consecutively  numbered pages.
                                    Exhibit Index appears on consecutive page 7.

                                        1


<PAGE>





        2000 BENEFIT PLAN OF PROFESSIONAL WRESTLING ALLIANCE CORPORATION
                  CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

REGISTRATION STATEMENT ITEM NUMBERS AND HEADINGS        PROSPECTUS HEADING
------------------------------------------------        ------------------
1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  filed  by  Professional  Wrestling  Alliance
Corporation,  a Delaware  corporation (the  "Company"),  with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the end of the fiscal year ended December 31, 1998.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained in the Company's Form S-18  Registration  Statement  filed on December
6,1988 under the Exchange  Act,  including any amendment or report filed for the
purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is

                                        2


<PAGE>



contained in the Company's initial Form S-18  Registration  Statement filed with
the  Commission on December 6, 1988,  and is  incorporated  herein by reference.
(See "Item 3. Incorporation of Documents by Reference.")

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          No  expert  is named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company's  Articles of  Incorporation,  specifically  Article Five,
however,  eliminates  the personal  liability  of the officers and  directors to
shareholders  or the  corporation  for  money  damages  to  shareholders  or the
Corporation  except  (i) for any breach of a  director's  duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the General  Corporation  Law of Delaware as it may from time to
time be amended or any  successor  provision  thereto (the  unlawful  payment of
dividends  or  unlawful  stock  purchases  or  redemptions),  or  (iv)  for  any
transaction from which a director derived an improper personal benefit. Deleware
Corporation  Law Section 145 provides that a corporation  may limit or eliminate
officers' and directors'  personal  liability for good faith acts believed to be
in the best interests of the Corporation and with respect to criminal acts where
the director had no reasonable cause to believe his actions were unlawful.

          Article VIII of the Company's  Bylaws  provides that the Company shall
indemnify  its officers and directors for any  liability,  including  reasonable
costs of defense,  arising out of any act or omission of any officer or director
on behalf of the  Corporation  to the fullest  extent allowed by the laws of the
State of Delaware.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the  corporation,  Deleware  Corporation  Laws Section 145
(the  "Delaware  Statute")  permits a  corporation  to  indemnify  directors  or
officers  against  actual and  reasonable  expenses,  including  attorney  fees,
judgments, fines and amounts paid in settlement. The Delaware Statute applies to
actions,  proceedings  or  suits  whether  civil,  criminal,  administrative  or
arbitrative   in   nature.   However,   unless   a  court   directs   otherwise,
indemnification  is  permissible  only if the  officer  or  director  meets  the
applicable   standard  of  conduct  and  indemnification  is  proper  under  the
circumstances.  In civil cases,  the standard of conduct requires the officer or
director to act in good faith and in a manner he or she  reasonably  believes to
be in or not opposed to the best interests of the Company. In criminal cases, an
officer or  director  meets the  standard  of conduct if they had no  reasonable
cause to believe his or her conduct was unlawful.  The board of directors acting
through a quorum of disinterested

                                        3


<PAGE>



directors,  independent legal counsel  designated by the board of directors,  or
the shareholders  shall determine  whether  indemnification  is proper under the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the Company, the Company may indemnify
an officer  or  director  against  expenses  provided  he or she  satisfies  the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director  adjudged  liable to the  corporation on any claim,  issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability,  and in light of all the  circumstances,  the  officer or director is
fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether  by or in the  right  of the  Company  or
otherwise,  the  Delaware  Statute  requires  indemnification  to the extent the
officer or director is  successful  on the merits or otherwise in defense of the
proceeding  or in  defense  of any claim,  issue or matter  therein.  A Delaware
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Delaware  Statute does not exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by reference to Deleware
Corporation Laws Section 145, Article VIII of the Company's Bylaws,  and Article
Five of the Company's Articles of Incorporation.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         No restricted securities are being reoffered or resold pursuant to this
registration statement.

ITEM 8. EXHIBITS.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 7.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

                                        4


<PAGE>



         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5


<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on December 8, 1999

                   Professional Wrestling Alliance Corporation

                                                    BY   /s/
                                                       ------------------------
                                                    Leland Stringer as President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below

constitutes  and appoints  Leland  Stringer with power of  substitution,  as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

SIGNATURE                        TITLE                    DATE



  /s/
---------------         President, CEO and Director      December 8, 1999
Leland Stringer


  /s/
---------------         Vice-President and Director      December 8, 1999
Barry Vichnick


  /s/
---------------         Secretary and Director           December 8, 1999
Pamela Nissen


  /s/
---------------         Director                         December 8, 1999
Allen Nelson

                                        6


<PAGE>



As filed with the Securities and Exchange Commission on December 13, 1999

File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                   Professional Wrestling Alliance Corporation
                            (A Delaware corporation)

                                        7


<PAGE>







                                INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits  Sec Ref. No.   Description of Exhibit                  Numbered Pages

A              4         2000 Benefit Plan of the Company                 9

B           5, 23(b)     Opinion and consent of Counsel                  14
                         with respect to the legality of
                         the issuance of securities being
                         issued


C            23 (b)      Consent of Accountant                           16

D            99          Section 10 (A) Prospectus                       17





                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19306}]
{"company-data": {"conformed-name": "PROFESSIONAL WRESTLING ALLIANCE CORP", "cik": "0000839430", "assigned-sic": "6794", "irs-number": "87045382", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92717", "film-number": "99774171"}, "business-address": {"street1": "5353 NOBLE AVENUE", "street2": "NONE", "city": "VAN NUYS", "state": "CA", "zip": "91411", "phone": "302-658-7581"}, "mail-address": {"street1": "268 W 400 SOUTH", "street2": "SUITE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": [{"former-conformed-name": "JUTLAND ENTERPRISES INC/DE", "date-changed": "19930621"}, {"former-conformed-name": "TREATS ENTERPRISES INC", "date-changed": "19920703"}, {"former-conformed-name": "JUTLAND ENTERPRISES INC", "date-changed": "19890718"}]}
As filed with the Securities and Exchange Commission on December 13, 1999

FILE NO.                                       COMMISSION FILE NUMBER:33-24108D

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                   PROFESSIONAL WRESTLING ALLIANCE CORPORATION
                   -------------------------------------------
             (Exact name of registrant as specified in its charter)

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

             5353 NOBLE AVENUE, VAN NUYS, CALIFORNIA    91411
             ---------------------------------------    -----
            (Address of principal executive offices) (Zip code)

        2000 BENEFIT PLAN OF PROFESSIONAL WRESTLING ALLIANCE CORPORATION
        ----------------------------------------------------------------
                            (Full title of the plan)

       THE CORPORATION TRUST CO.,1209 ORANGE ST.WILMINGTON,DELEWARE 19801
       ------------------------------------------------------------------
            (Name, address, including zip code, of agent for service)

TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (302 658-7581
CALCULATION OF REGISTRATION FEE
Title of Securities to be   Amounts to       Proposed Maximum      Proposed Maximum       Amount of
Registered                  be               Offering Price Per    Aggregate Offering     Registration

                             REGISTERED          SHARE(1)              Price                  Fee
-------------------------   -------------    ------------------    ------------------     -------------
Common Stock, $0.001 par    10,000,000        $1.187                $11,870,000           $3,299.86
value
========================= ================ ====================   ===================     =============
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of December  7,1999, a date within five business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

                                    Page 1 of 7 consecutively  numbered pages.
                                    Exhibit Index appears on consecutive page 7.

                                        1
2000 BENEFIT PLAN OF PROFESSIONAL WRESTLING ALLIANCE CORPORATION
                  CROSS-REFERENCE SHEET PURSUANT TO RULE 404(A)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

REGISTRATION STATEMENT ITEM NUMBERS AND HEADINGS        PROSPECTUS HEADING
------------------------------------------------        ------------------
1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  filed  by  Professional  Wrestling  Alliance
Corporation,  a Delaware  corporation (the  "Company"),  with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the end of the fiscal year ended December 31, 1998.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained in the Company's Form S-18  Registration  Statement  filed on December
6,1988 under the Exchange  Act,  including any amendment or report filed for the
purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is

                                        2
contained in the Company's initial Form S-18  Registration  Statement filed with
the  Commission on December 6, 1988,  and is  incorporated  herein by reference.
(See "Item 3. Incorporation of Documents by Reference.")

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

          No  expert  is named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company's  Articles of  Incorporation,  specifically  Article Five,
however,  eliminates  the personal  liability  of the officers and  directors to
shareholders  or the  corporation  for  money  damages  to  shareholders  or the
Corporation  except  (i) for any breach of a  director's  duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the General  Corporation  Law of Delaware as it may from time to
time be amended or any  successor  provision  thereto (the  unlawful  payment of
dividends  or  unlawful  stock  purchases  or  redemptions),  or  (iv)  for  any
transaction from which a director derived an improper personal benefit. Deleware
Corporation  Law Section 145 provides that a corporation  may limit or eliminate
officers' and directors'  personal  liability for good faith acts believed to be
in the best interests of the Corporation and with respect to criminal acts where
the director had no reasonable cause to believe his actions were unlawful.

          Article VIII of the Company's  Bylaws  provides that the Company shall
indemnify  its officers and directors for any  liability,  including  reasonable
costs of defense,  arising out of any act or omission of any officer or director
on behalf of the  Corporation  to the fullest  extent allowed by the laws of the
State of Delaware.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the  corporation,  Deleware  Corporation  Laws Section 145
(the  "Delaware  Statute")  permits a  corporation  to  indemnify  directors  or
officers  against  actual and  reasonable  expenses,  including  attorney  fees,
judgments, fines and amounts paid in settlement. The Delaware Statute applies to
actions,  proceedings  or  suits  whether  civil,  criminal,  administrative  or
arbitrative   in   nature.   However,   unless   a  court   directs   otherwise,
indemnification  is  permissible  only if the  officer  or  director  meets  the
applicable   standard  of  conduct  and  indemnification  is  proper  under  the
circumstances.  In civil cases,  the standard of conduct requires the officer or
director to act in good faith and in a manner he or she  reasonably  believes to
be in or not opposed to the best interests of the Company. In criminal cases, an
officer or  director  meets the  standard  of conduct if they had no  reasonable
cause to believe his or her conduct was unlawful.  The board of directors acting
through a quorum of disinterested

                                        3
directors,  independent legal counsel  designated by the board of directors,  or
the shareholders  shall determine  whether  indemnification  is proper under the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the Company, the Company may indemnify
an officer  or  director  against  expenses  provided  he or she  satisfies  the
applicable standard of conduct. However, the Company cannot indemnify an officer
or director  adjudged  liable to the  corporation on any claim,  issue or matter
unless, and to the extent, the court determines that despite the adjudication of
liability,  and in light of all the  circumstances,  the  officer or director is
fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether  by or in the  right  of the  Company  or
otherwise,  the  Delaware  Statute  requires  indemnification  to the extent the
officer or director is  successful  on the merits or otherwise in defense of the
proceeding  or in  defense  of any claim,  issue or matter  therein.  A Delaware
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Delaware  Statute does not exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by reference to Deleware
Corporation Laws Section 145, Article VIII of the Company's Bylaws,  and Article
Five of the Company's Articles of Incorporation.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         No restricted securities are being reoffered or resold pursuant to this
registration statement.

ITEM 8. EXHIBITS.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 7.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

                                        4
(2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on December 8, 1999

                   Professional Wrestling Alliance Corporation

                                                    BY   /s/
                                                       ------------------------
                                                    Leland Stringer as President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below

constitutes  and appoints  Leland  Stringer with power of  substitution,  as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

SIGNATURE                        TITLE                    DATE

  /s/
---------------         President, CEO and Director      December 8, 1999
Leland Stringer

  /s/
---------------         Vice-President and Director      December 8, 1999
Barry Vichnick

  /s/
---------------         Secretary and Director           December 8, 1999
Pamela Nissen

  /s/
---------------         Director                         December 8, 1999
Allen Nelson

                                        6
As filed with the Securities and Exchange Commission on December 13, 1999

File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                   Professional Wrestling Alliance Corporation
                            (A Delaware corporation)

                                        7
INDEX TO EXHIBITS

                                                                  Sequentially
Exhibits  Sec Ref. No.   Description of Exhibit                  Numbered Pages

A              4         2000 Benefit Plan of the Company                 9

B           5, 23(b)     Opinion and consent of Counsel                  14
                         with respect to the legality of
                         the issuance of securities being
                         issued

C            23 (b)      Consent of Accountant                           16

D            99          Section 10 (A) Prospectus                       17

                                        8