Form SB-2 for World Roller Alliance, Inc.

SB-2 1 worldrolleralliance.htm Form SB-2 for World Roller Alliance, Inc.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION on November 21, 2001
REGISTRATION NO. _________

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

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FORM SB-2
Registration Statement under the Securities Act of 1933

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WORLD ROLLER ALLIANCE, INC.
(Exact Name of Registrant as Specified in its Charter)

FLORIDA 7929 65-0953056
--------- -------- ------------
(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation or Organization) Classification Code Number) Identification Number)

SHAHRUKH DHANJI
812 SE 8TH AVENUE
DEERFIELD BEACH, FLORIDA 33441
(954) 421-4477
(Name, Address and Telephone Number of Agent for Service)

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Copies of Communications to:

RICHARD P. GREENE, ESQ.
2455 E. SUNRISE BOULEVARD, SUITE 905
FORT LAUDERDALE, FLORIDA 33304
Telephone: (954) 564-6616

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the Securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box: [ X ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act , check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, +
please check the following box. [X]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8 (A), OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8 (A), MAY DETERMINE.

PROSPECTUS

2,276,000 Shares
Common Stock

Of the 2,276,000 shares of common stock being registered, 1,250,000 are
being offered by World Roller Alliance, Inc. and 1,026,000 are being registered
for the benefit of the selling stockholders. The public offering price will be
$2.00 per share. This offering will expire one year from the date of this
prospectus. There is no minimum investment amount. There is also no minimum
offering amount and an escrow service will not be used. The proceeds from this
offering will be immediately available to World Roller Alliance, Inc.

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The common stock being offered involves a high degree of risk.
See "Risk Factors" commencing on page 5 for a discussion
of certain factors that should be considered by prospective investors.

--------------------

Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to
the contrary is a criminal offense.

-------------- ------------ ------------- ------------ -------------- ------- --------
Title of Proposed Proposed Commissions,
Each Class Maximum Maximum Discounts,
of Securities Amount Offering Aggregate and
to be to be Price Offering Underwriting Net Filing
Registered Registered Per Share Price Expenses Proceeds Fee
-------------- ------------ ------------- ----------- -------------- ------- --------

Common Stock
($.0001 par value) 1,250,000 $2.00 $2,500,000 $0 $2,500,000 $660.00
Common Stock of

Selling Stockholders 1,026,000 $2.00(1) $2,052,000 $0 $2,052,000 $541.73

Total $1201.73(2)
-------------- ------------ ------------- ------------ -------------- ------- --------

(1) This price is solely for the purposes of computing the registration fee
pursuant to Rule 457(a).
(2) Reflects the required filing fee.

The date of this prospectus is November 21, 2001

PROSPECTUS SUMMARY

World Roller Alliance, Inc.

In August, 1989, company Founder and President Patrick J. Schaefer
formed World Roller Federation, Inc. to bring a version of roller derby back to
American television and arenas. The company produced and aired programming
until it was determined that a new type of roller skate and style was dominating
the market-in-line skates. The company changed its format and name to
RollerSport Challenge and again produced and aired programming using more of the
in-line skate style of skating. To meet the changing demands of viewers who
were demanding a more aggressive/extreme type of skating project, the company
once again reformatted itself and changed names and product to the current
company - World Roller Alliance, Inc. ("WRA" or "Company"). WRA will produce and
stage a television and arena product based on the aggressive/extreme style of
skating.

World Roller Alliance's executive offices are located at 812 SE 8th
Avenue, Deerfield Beach, Florida 33441 and our telephone number is (954)
427-1500.

The Offering

World Roller Alliance is conducting this offering on a "direct
participation" basis. We have not employed an underwriter for the sale of the
common stock. All of the shares offered herein will be sold exclusively through
designated officers and directors of World Roller Alliance. This is a "no
minimum" offering; sums received by World Roller Alliance from the sale of the
common stock are not subject to any escrow requirement and may be used by World
Roller Alliance immediately upon receipt.

Common Stock Offered
by World Roller Alliance 2,276,000 common shares

This offering will expire This Offering will begin upon
effectiveness and will expire whenever
all of the shares are sold, or 12
months after the date of
effectiveness, whichever comes first.

Common Stock Offered by
Selling Stockholders 1,026,000 common shares

This offering will expire This offering will begin 6 months
after effectiveness and will expire
whenever all of the shares are sold or
12 months after the date of
effectiveness, whichever comes first.

Common Stock outstanding
prior to this offering 7,016,600 common shares

Common Stock outstanding
after this offering 8,266,600 common shares

Risk Factors

You should carefully consider the risks described below before making
an investment decision. The risks and uncertainties described below are not the
only ones facing World Roller Alliance. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our
business operations or financial condition.

If any of the following risks occur, our business financial condition
or results of operations could be materially harmed. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.

You could lose all of your investment if World Roller Alliance remains
a going concern.

Development Stage Company

World Roller Alliance is a development stage company. The Company has
completed its advance broadcast revenue arrangements and has to complete the
video taping of show segments for these commitments to start generating revenue.
Therefore, the Company is subject to all the risks inherent in the establishment
of this new operating venture, including the likelihood of operating losses.
Current agreements for airing past roller derby type skating tapes will not be
sufficient to see the Company through to profitable operations.

In order to carry out its operating plans, the Company must obtain
additional funding from outside sources. World Roller Alliance is relying, in
part, on the success of this offering in order to implement their plans to
develop the Company. Presently, World Roller Alliance is relying on its ability
to raise the necessary capital through borrowing to fund the day-to-day
operations. Due to the limited assets and resources of the Company, there can be
no assurance that we will be successful in obtaining the necessary financing
either from this offering or other sources including debt.

You may be unable to effectively evaluate our company for investment
purposes because we have a limited operating history. Since the Company was
founded in 1999, management has focused on the development of the banked
track/extreme skating concept, broadcast arrangements, organization and
associations to meet television commitments, securing of talent and related
issues. The Company has embarked upon its new broadcast/show strategies and has
a limited prior operating history with this specific type of event and/or
limited operating revenue. WRA's prospects must be considered in light of the
risks and difficulties encountered by a company with a limited operating
history.

Limited Operating History

Since we have a limited operating history, it is difficult to evaluate
our business or our future prospects. Our revenue and income potential is
unproven and our business model is still emerging. If our business model does
not prove to be profitable, investors may lose their investment. To date, we
have not earned any revenue from our new operations. Our historical financial
information is of limited value in projecting our future operating results
because of our lack of operating history and the emerging nature of our business
model. We have lost money since we began operations and, as of June 30, 2001, we
had a loss of $0.__ per share (audited). We currently derive our revenue for
day-to-day operations from existing broadcast arrangements and investment
dollars. We plan to invest heavily in sales, marketing, advertising,
infrastructure development, and applications development. As a result, we
expect that we will continue to lose money through 2001. World Roller Alliance
may never achieve or sustain profitability.

Liability

WRA is engaged in a sport event which carries the potential for
employee injury as well as certain other potential liabilities from the stating
of live arena events. Allegations of improper track design, audience injury or
mishap, cancelled live gate bookings, weather, talent contract disputes and
similarly related events could subject the Company to litigation and potential
liability for settlement, cancellation and/or judgment awards. The Company will
carry a full range of appropriate liability and other insurance on each live
arena event as well as show completion bond insurance to cover these potential
liabilities to the extent that the various individual policy provisions cover
said occurrences. There are no assurances that the amount of liability insurance
and other coverage the Company is able to secure will adequately cover all
potential liability and/or other claims and that any such liability and/or other
claims will not exceed the coverage limits of such a policy and that such
insurance will continue to be available on commercially reasonable terms or at
all. Consequently, a liability claim or other such claim with respect to
uninsured liabilities or in excess of insured liabilities would have a material
adverse effect on the Company's business, financial condition and results of
operation.

No Assurance of a Public Market

World Roller Alliance's common stock is not presently traded on any
established market. There is no prior trading market for World Roller Alliance's
common stock and there can be no assurance that a trading market for the common
stock will develop, or if developed, that it will continue. If no market
develops, it may be difficult or impossible for holders of the common stock to
sell their shares if they should so desire. In addition, there are substantial
restrictions on the sale or transfer of the common stock imposed by Federal and
State securities laws. There are no assurances that holders will be able to sell
their offering of the common stock or that sufficient shares will be sold to
create a public market for the common stock.

Dividends

A holder of common stock will only be entitled to receive dividends
when, as, and if declared by the Board of Directors. The Company's Board of
Directors will determine future dividend policy based upon the Company's
performance, financial condition, capital requirements, and other materially
related issues. The Company currently does not contemplate paying dividends on
the common stock in the foreseeable future since it intends to use all of its
earnings, if any, to finance expansion of its operations.

Limitations on Transferability

It is unlikely that investors will be able to liquidate their
investments in the shares in the event of an emergency or for any other reason.
A public market for the shares does not currently exist. Moreover, the
transferability of the stock is subject to certain restrictions on resale
imposed under Federal and State securities laws.

Dependence on Management

Management believes that its success will largely depend on
implementation of the business plan. Management is experienced in the area of
operation in which the Company functions. The new focus of the Company's
operations requires management's ability to master certain aspects in the
running of this new sports segment, as well as the enhancements of market
opportunities and competitive variables.

Potential Offering Benefits to Company Insiders

The Company's Executive Committee may, in its' discretion, include as
part of the offering, benefits, earned salaries and loan repayments to officers
and directors that were incurred in the development of this project.

Dilution

Following the purchase of the common stock, investors will experience
immediate dilution of their investment.

Arbitrary Offering Price

The Company's management has determined the number of shares to be
offered based upon management's estimate of the amount of proceeds necessary for
planned uses. The offering price is not based on the Company's assets, book
value, or earnings. Accordingly, the offering price should not be considered an
indication of the actual fair market value of the common stock as if appraised
by a qualified third party.

Reliance on Public Acceptance

The Company's success is dependent on public acceptance and support of
its shows, as well as acceptance of its various products - home video, live
arena attendance, 900 number - and merchandise offerings. Management believes
that interest in the Globe Warriors show will stem from the expanding interest
in and popularity of sports entertainment. There are no assurances that the
trends will continue in the direction that management forecasts and even if such
trends continue, there are no assurances that the Company will be able to derive
the income and/or value from these broadcasts and other revenue areas as
projected. While the conclusions of the Company's management on the prospects of
individual markets, broadcast exposure and viewer habits might be favorable when
the shows are initially broadcast, there are no assurances that the actual
operating results will reach the levels indicated by management.

Intellectual Property

The Company's success depends and will continue to depend on certain
trade secrets, on proprietary "know-how," and on its ongoing endeavors involving
its World Roller Alliance shows. The Company's management is bound by
employment agreements which include non-disclosure clauses that are structured
to protect the Company's proprietary information and know-how. There can be no
assurance that these agreements and clauses will protect the Company or provide
adequate remedies for the Company in the event of unauthorized use or disclosure
of such information, or that others will not be able to develop similar shows or
competing shows independently. There can be no assurance that allegations of
infringement of proprietary rights will not be made or that, if made, such
allegations would not be sustained if litigated. Litigation may be necessary by
the Company to enforce proprietary intellectual information and know-how owned
by the Company to defend the Company against claimed infringement of the rights
of others or to determine the ownership, scope or viability of substantial
litigation expenses and to divert time and effort of management personnel.
The occurrence of such litigation or the effect of an adverse determination in
any such litigation could have a material adverse effect on the Company's
business, financial condition and results of operation.

Competition

The sports entertainment industry is highly competitive. Other
companies which provide sporting events and shows or operate in a similar manner
may have substantially greater financial and/or marketing resources than the
Company. The Company will be competing in the fast-paced sports entertainment
industry where new shows and events vying for viewers will compete directly and
indirectly with the Company's shows. Viewer tastes and desires fluctuate and
are difficult to predict. There are no assurances that the Company will be able
to accurately predict these trends or keep pace with changes that may occur
within the industry.

General Economic Conditions

The financial success of the Company may be sensitive to adverse
changes in general economic conditions in the markets and/or regions in which
its shows will be broadcast such as recession, inflation, unemployment
increases, and interest rates among its own operations, or the operations of the
companies, broadcast networks and/or stations its shows are aired on. These
changes could cause the cost of talent, labor, capital and other expenses to
rise faster than the Company could absorb or respond to. Such changing
conditions also could reduce the profitability of the shows. The Company has no
control over any of these changes or conditions.

Forward-Looking Statements

Some of the information contained in this prospectus involves
forward-looking statements. These statements include, but are not limited
to, statements about our industry, plans, objectives, expectations and other
statements that are not historical facts. Forward-looking statements by their
nature involve risks and uncertainties. Therefore, actual results may differ
materially from those implied or expressed by these statements. Accordingly, you
should not place undue reliance on these forward-looking statements.

Use of Proceeds

The net proceeds to World Roller Alliance from the sale of 1,250,000
shares of common stock being offered are estimated to be $2,500,000, assuming
100% of the shares offered are sold. Management will have broad discretion to
allocate the proceeds of the offering, including working capital and general and
administrative purposes. The amount expended for each purpose may vary
significantly depending upon numerous factors, including the number and timing
of World Roller Alliance's marketing expenditures, acquisition of new
technology, and application developments and enhancements. We believe that the
proceeds from this offering will be adequate to satisfy World Roller Alliance's
anticipated capital requirements for at least 24 months, assuming 100% of the
offering is successfully sold. Since 100% of the proposed funds may not be
raised in this offering, we have included the following table that depicts how
the funds will be allocated if 100%, 80%, 60%, or 40% of the offering is
successfully sold. More detailed tables listing individual expenses are listed
on the following pages.

It is possible that no proceeds may be raised from this offering. If
fewer than all of the shares are sold, we will have to delay or modify our
current plans. There can be no assurance that any delay or modification will not
adversely affect our development. If we require additional funds to develop our
plan, such funds may not be available on terms acceptable to us. In the event
that less than 25% of this offering is sold, we intend to focus our efforts and
capital on marketing. While there can be no assurance of success, it is our goal
to invest heavily in our marketing efforts in an attempt to take World Roller
Alliance out of the development stage and begin recognizing transactional
revenue. We will not pursue any further programming or development until
additional funds either from sales or investment capital can be secured. If less
than 40% of this offering is sold, it could materially and adversely affect the
development of World Roller Alliance.

Use of Proceeds Summary Table

The foregoing represents World Roller Alliance's best estimate of its
allocation of the proceeds of this offering, based upon the current state of our
business operations and our current plans. Pending application of the net
proceeds of this offering, we may temporarily invest such funds in
interest-bearing accounts, certificates of deposit, government obligations,
short-term interest bearing obligations, and similar short-term investments.

Proceeds - 100%

Schedule assumes World Roller Alliance receives 100% of the offering or $2,500,000

Gross Proceeds $ 2,500,000 100%
Offering Expenses $ 0
--------------- -------
Net Proceeds $ 2,500,000 100%

Individual Expenses Dollar Amount % of Total
----------------------- ------------------- --------------
Staff/Talent/Support $600,000 24%
Arena Expenses 100,000 4%
Equipment Purchase 60,000 2%
Equipment Lease 25,000 1%

Travel 100,000 4%
Television Production,
Pre- and Post Edit,
Syndication and
Distribution 650,000 26%
Marketing and
Promotion 220,000 9%
Administrative
Expenses 270,000 11%
Insurance 50,000 2%
Legal and Accounting 100,000 4%
Training Expenses 200,000 8%
Offering Expenses 50,000 2%
Working Capital 75,000 3%
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$ 2,500,000 100%

Use of Proceeds - 80%

Schedule assumes World Roller Alliance receives 80% of the offering or $2,000,000

Gross Proceeds $ 2,000,000 100%
Offering Expenses $ 0
----------- ------
Net Proceeds $ 2,000,000 100%

Individual Expenses Dollar Amount % of Total
------------------- --------------- -------------
Staff/Talent/Support $ 500,000 25%
Arena Expenses 70,000 4%
Equipment Purchase 50,000 3%
Equipment Lease 20,000 1%
Travel 75,000 4%
Television Production,
Pre- and Post Edit,
Syndication and
Distribution 500,000 25%
Marketing and
Promotion 175,000 9%
Administrative
Expenses 250,000 12%
Insurance 40,000 2%
Legal and Accounting 75,000 3%
Training Expenses 150,000 7%
Offering Expenses 50,000 3%
Working Capital 45,000 2%
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$ 2,000,000 100%

Use of Proceeds - 60%

Schedule assumes that World Roller Alliance receives 60% of this offering or $1,500,000:

Gross Proceeds $ 1,500,000 100%
Offering Expenses $ 0
------------- ------
Net Proceeds $ 1,500,000 100%

Individual Expenses Dollar Amount % of Total
---------------------- ---------------- --------------

Staff/Talent/Support $ 400,000 27%
Arena Expenses 50,000 3%
Equipment Purchase 30,000 2%

Equipment Lease 10,000 1%
Travel 50,000 3%
Television Production,
Pre- and Post Edit,
Syndication and
Distribution 375,000 24%
Marketing and
Promotion 125,000 8%
Administrative
Expenses 225,000 15%
Insurance 30,000 2%
Legal and Accounting 50,000 3%
Training Expenses 75,000 5%
Offering Expenses 50,000 3%
Working Capital 30,000 2%
----------- -----

$ 1,500,000 100%

Use of Proceeds - 40%

Schedule assumes World Roller Alliance receives 40% of the offering or $1,000,000

Gross Proceeds $ 1,000,000 100%
Offering Expenses $ 0
------------ ------
Net Proceeds $ 1,000,000 100%

Individual Expenses Dollar Amount % of Total
---------------------- ---------------- --------------
Staff/Talent/Support $ 250,000 25%
Arena Expenses 20,000 4%
Equipment Purchase 15,000 1%
Equipment Lease 0 0%
Travel 25,000 3%
Television Production,
Pre- and Post Edit,
Syndication and
Distribution 250,000 25%
Marketing and
Promotion 100,000 10%
Administrative
Expenses 200,000 20%
Insurance 10,000 1%
Legal and
Accounting 25,000 3%
Training Expenses 50,000 5%
Offering Expenses 50,000 5%
Working Capital 5,000 1%
--------- -----

$ 1,000,000 100%

Determination of Offering Price

The offering price of the selling stockholders' shares was calculated
pursuant to Rule 457(c) of Regulation C with a good faith estimate that the
price will be the same as the price World Roller Alliance is offering its
1,250,000 common shares.

The offering price of the 1,250,000 common shares being offered on a
"direct participation" basis has been determined primarily by the capital
requirements of World Roller Alliance and has no relationship to any established
criteria of value, such as book value or earnings per share. Additionally,
because we have no significant operating history and have not generated any
revenues to date, the price of the shares is not based on past earnings nor is
it indicative of current market value for the assets owned by World Roller
Alliance.

Dilution

As of June 30, 2001, World Roller Alliance had a net book value of
$61 or $0 per share (based on 6,175,100 shares outstanding). The net tangible
book value per share is equal to World Roller Alliance's total tangible assets,
less total liabilities and divided by total number of shares of common stock
outstanding. After giving effect to the sale of 100% of the shares at the
public offering price of $2.00 per share, the net tangible book value of World
Roller Alliance would be $2,500,061 or $.30 per share. This represents an
immediate increase in net tangible book value of $1.70 per share attributable to
new investors purchasing shares in this offering. The following table
illustrates the per share dilution in net tangible book value per share to new
investors assuming different levels of success in the sale of this offering of
common stock. Dilution is the difference between the public offering price per
share and the net tangible book value per share of common stock after giving
effect to the public offering.

Assuming the Assuming the Assuming the Assuming the
Sale of 100% Sale of 80% Sale of 60% Sale of 40%
of this of this of this of this
Offering Offering Offering Offering
------------- ------------- ------------- ------------

Public Offering Price of $2.00 $2.00 $2.00 $2.00

Net tangible book value
per share for existing
shareholders before offering $ 0 $ 0 $ 0 $ 0

Increase per share attributable
to payment for shares purchased
by new investors $ .30 $ .25 $ .19 $ .13

Pro Forma net tangible
book value after offering $ .30 $ .25 $ .19 $ .13

Net Tangible book value
dilution per share to new
investors $1.70 $1.75 $1.81 $1.77

The information set forth above regarding dilution assumes the sale of
100%, 80%, 60%, or 40% of the 1,250,000 shares being offered. If less than 25%
of the shares offered are purchased, those who do invest in the offering will
undergo even greater dilution of their investment dollar than the amounts
stated. The 1,026,000 shares being offered by the selling stockholders are
outstanding shares of common stock and, therefore, do not contribute to
dilution.

Dividend Policy

World Roller Alliance has not paid cash dividends on its common stock
since its inception. We currently intend to retain any future earnings for use
in the expansion of the business, and therefore do not anticipate declaring any
cash dividends in the foreseeable future. The declaration and payment of cash
dividends, if any, will be at the discretion of the Board of Directors of the
Company and will depend, among other things, upon World Roller Alliance's
earnings, capital requirements, and financial condition.

Selling Security Holders

The following table sets forth information as of November 19, 2001 with
respect to the beneficial ownership of our common stock both before and
immediately following the offering. The table includes those who beneficially
own more than 5% of our outstanding common stock, the selling security holders
in this offering, and each of the Directors and Executive Officers in the
summary compensation table.

The percentages determined in these calculations are based upon
7,016,600 of our common shares that are issued and outstanding as of the date of
this Prospectus. The percentages determined in calculations after this offering
were determined by adding the 1,250,000 common shares that may be issued and
outstanding if 100% of the shares offered are sold. The Securities and Exchange
Commission's rules were followed in determining beneficial ownership. Therefore,
we have included shares over which a person has voting or investment power. We
have followed the Securities and Exchange Commission Rule 13d-3(d)(i) in
calculating percentage of ownership.

Shares Number of Shares
Beneficially Owned Shares Beneficially Owned
Prior to Offering(1) Being After Offering(2)
Number Percent Offered Number Percent
------ ------- ------- ------ -------
AUW, Inc. 5,000 * 5,000 0 *
Michael Aldridge 10,000 * -0- 10,000 *
Samuel Bart 15,000 * -0- 15,000 *
Owen Barrow 5,000 * 5,000 0 *
Evelio & Barbara Borges JT TEN 500 * -0- 500 *
Sylvia L. Carns 1,000 * 1,000 0 *
Gerald Chernak 10,000 * -0- 10,000 *
Conceptua Inc. 200,000 2.9% 200,000 0 *
D.P. Morton & Associates 200,000 2.9% 200,000 200,000 *
Shahrukh Dhanji 1,000,000 14.2% 20,000 980,000 11.8%
Zayn Dhanji 25,000 * -0- 25,000 *
Zoya Dhanji 25,000 * -0- 25,000 *
Jody Feingold 1,250 * -0- 1,250 *
Skip Feingold 1,250 * -0- 1,250 *
John Gaudiosi 5,000 * 5,000 0 *
Richard P. Greene 250,000 3.6% 95,000 155,000 1.8%
Nancy Hicks 2,500 * -0- 2,500 *
Jay Joshi 10,000 * 10,000 0 *
Desmond Kambka 10,000 * -0- 10,000 *
Robert Laganga 50 * -0- 50 *
Elizabeth Lavati 50 * -0- 50 *
LDV, Inc. 200,000 2.9% 200,000 0 *
Craig T. Leitner 260,000 3.7% 10,000 250,000 3%
Jay Livingston 10,000 * -0- 10,000 "
Meer Draca Inc. 250,000 3.6% 10,000 240,000 2.9%
MJM Group Holdings, Inc. 200,000 2.9% 200,000 0 *
Robert O'Donovan 250,000 3.6% -0- 250,000 3.0%
Keith Roberts 5,000 * 5,000 0 *
Albert L. Schaefer 50,000 .7% -0- 50,000 .6%
Schaefer Entertainment, Inc. 2,100,000 30.0% 50,000 2,050,000 25%
Patrick J. Schaefer 1,850,000 26.4% -0- 1,850,000 22.4%
Allan Schwalb 10,000 * -0- 10,000 *
Dominique Spano 10,000 * -0- 10,000 *
Frank Spano 25,000 * -0- 25,000 *
Robert Todoroff 10,000 * -0- 10,000 *
James Villaroel 10,000 * 10,000 0 *
---------------------

* Indicates less than 1 % beneficial ownership

1. Percentages were based on the number of shares issued and outstanding
as of November 19, 2001, which equaled 7,016,600 common shares.

2. Percentages were based on the number of shares issued and outstanding
assuming that 100% of the 1,250,000 common shares being Offered are
successfully sold, which would equal a total of 8,266,600 common shares
issued and outstanding.

3. The Company's President, Patrick J. Schaefer, is the sole owner of
Schaefer Entertainment, Inc.

Plan of Distribution

World Roller Alliance is offering 1,250,000 shares of common stock
through its officers and directors on a "direct participation" basis at a
purchase price of $2.00 per share. This offering will begin upon effectiveness
and will expire whenever all of the shares are sold, or 12 months after the date
of effectiveness, whichever comes first. The Selling Stockholders will be
selling 1,026,000 common shares. This offering will be conducted separately
beginning six months after effectiveness and will expire whenever all of the
shares are sold or 12 months after the date of effectiveness, whichever comes
first. World Roller Alliance is managing this offering without an underwriter.
The shares will be offered and sold by World Roller Alliance's President,
Patrick Schaefer and its Vice President, Shahrukh Dhanji. These officers will
not receive a sales commission or other compensation, except for reimbursement
of expenses actually incurred on behalf of World Roller Alliance for such
activities. In connection with their efforts, they will rely on the safe harbor
provisions of Rule 3a4-1 of the Securities and Exchange Act of 1934. Generally
speaking, Rule 3a4-1 provides an exemption from the broker/dealer registration
requirements of the 1934 act for associated persons of an issuer. There is
no minimum offering so all purchases will be paid directly to World Roller
Alliance upon receipt. No one, including World Roller Alliance, has made any
commitment to purchase any or all of the shares. Rather, the officers and
directors will use their best efforts to find purchasers for the shares. World
Roller Alliance cannot state how many shares will successfully be sold.

World Roller Alliance anticipates selling the shares to persons whom it
believes may be interested or who have contacted World Roller Alliance with
interest in purchasing the securities. World Roller Alliance may sell shares to
such persons if they reside in a state in which the shares legally may be sold
and in which World Roller Alliance is permitted to sell the shares. World Roller
Alliance is not obligated to sell shares to any such persons.

World Roller Alliance has established no minimum offering amount and no
escrow of investor money pending a certain minimum number of shares being sold.
Each subscription for shares in this offering that is accepted by World Roller
Alliance will be credited immediately to the cash accounts of World Roller
Alliance and such investor funds may be spent by the Company without any waiting
period or other contingency.

World Roller Alliance reserves the right to reject any subscription in
full or in part and to terminate this offering at any time. Officers, directors,
present stockholders of World Roller Alliance and persons associated with them
may purchase some of the shares. However, officers, directors, and their
affiliates shall not be permitted to purchase more than 20% of the shares being
sold and such purchases will be held for investment and not for resale. In
addition, no proceeds from this offering will be used to finance any such
purchases.

No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this prospectus and if given or made, that information or representation must
not be relied on as having been authorized by World Roller Alliance. This
prospectus is not an offer to sell or a solicitation of an offer to buy any of
the securities to any person in any jurisdiction in which that offer or
solicitation is unlawful. Neither the delivery of this prospectus nor any sale
hereunder shall under any circumstances, create any implication that the
information in this prospectus is correct as of any date later than the date of
this prospectus.

Purchasers of shares either in this offering or in any subsequent
trading market that may develop must be residents of states in which the
securities are registered or exempt from registration. Some of the exemptions
are self- executing, that is to say that there are no notice or filing
requirements, and compliance with the conditions of the exemption render
exemption applicable.

The selling stockholders may from time to time sell all or a portion of
their shares in the over-the-counter market, or on any other national securities
exchange on which the common stock is or becomes listed or traded, in negotiated
transactions or otherwise, at prices then prevailing or related to the then
current market price or at negotiated prices. The Shares will not be sold in an
underwritten public offering. The Shares may be sold directly or through brokers
or dealers. The methods by which the Shares may be sold include: (a) a block
trade (which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) privately
selling stockholders may arrange for other brokers or dealers to participate.
Brokers or dealers may receive commissions or discounts from selling
stockholders (or, if any such broker-dealer acts as agent for the purchaser of
such shares, from such purchaser) in amounts to be negotiated, which are not
expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with the Selling Stockholders to sell a specified
number of such shares at a stipulated price per share, and, to the extent such
purchase as principal any unsold shares at the price required to fulfill the
broker-dealer commitment to such Selling Stockholder. Broker-dealers who acquire
shares as principal may thereafter resell such shares from time to time in
transactions (which may involve crosses and block transactions and sales to and
through other broker- dealers (including transactions of the nature described
above) in the over-the- counter market or otherwise at prices and on terms then
prevailing at the time of sale, at prices then related to the then-current
market price or in negotiated transactions and, in connection with such
re-sales, may pay to or receive from the purchasers of such shares commissions
as described above.

In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also sell the shares short and
redeliver the shares to close out the short positions. The selling stockholders
may also loan or pledge the shares to a broker-dealer and the broker-dealer may
sell the shares so loaned or upon a default the broker-dealer may effect sales
of the pledged shares. In addition to the foregoing, the selling stockholders
may enter into, from time to time, other types of hedging transactions.

The selling stockholders and any broker-dealers participating in the
distributions of the Shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act and any profit on the sale of shares by
the selling stockholders and any commissions or discounts given to any such
broker-dealer may be deemed to be underwriting commissions or discounts under
the 1933 Act. The shares may also be sold pursuant to Rule 144 under the 1933
Act beginning one year after the shares were issued.

We have filed the registration statement, of which this prospectus
forms a part, with respect to the sale of the shares. There can be no assurance
that the Selling Stockholders will sell any or all of the shares they desire to
sell, or that we will sell any of the shares we desire to sell.

Under the Securities Exchange Act of 1934 and the regulations there
under, any person engaged in a distribution of the shares offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the common stock of World Roller Alliance during the applicable
"cooling off" periods prior to the commencement of such distribution. In
addition, and without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations there under, which provisions may limit the timing of purchases and
sales of common stock by the Selling Stockholders. We will pay all of the
expenses incident to this offering and sale of the Shares, other than
commissions, discounts and fees of underwriters, dealers, or agents.

We have advised the selling stockholders that, during such time as they
may be engaged in a distribution of any of the shares we are registering by this
Registration Statement, they are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934. In general, Regulation M
precludes any Selling Stockholder, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.

Regulation M prohibits any bids or purchases made in order to stabilize
the price of a security in connection with the distribution of that security,
except as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of the common stock to be higher than it would
otherwise be in the absence of those transactions. We have advised the Selling
Stockholders that stabilizing transactions permitted by Regulation M allow bids
to purchase our common stock so long as the stabilizing bids do not exceed a
specified maximum, and that Regulation M specifically prohibits stabilizing that
is the result of fraudulent, manipulative, or deceptive practices. Selling
Stockholders and distribution participants will be required to consult with
their own legal counsel to ensure compliance with Regulation M.

Legal Proceedings

As of the date of this prospectus, neither World Roller Alliance nor
any of its' officers or directors are involved in any litigation either as
plaintiffs or defendants. As of this date, there is not any threatened or
pending litigation against World Roller Alliance or any of its' officers or
directors.

Directors, Executive Officers, Promoters, and Control Persons

Set forth below is certain information concerning the directors and
executive directors of World Roller Alliance.

Name Age Position
---- --- --------

Patrick J. Schaefer 53 President, Chief Executive Officer and Director
Shahrukh S. Dhanji 34 Vice President and Director
Craig Leitner 42 Secretary/Treasurer
Robert O'Donovan 45 Vice President of Operations
Robert Todoroff 32 Director

Biographies

PATRICK J. SCHAEFER, PRESIDENT, CHIEF EXECUTIVE OFFICER and DIRECTOR

Mr. Schaefer formed the World Roller Alliance in August, 1999 as a spin
off of an earlier sports entertainment company. He was President of Olympia
Promotions, Inc. from 1983 through August, 1986. From August 1986 through
August 1989, Mr. Schaefer was Vice President/International Operations for RJS
Marketing Worldwide, Inc. In August 1989, Mr. Schaefer founded the World Roller
Federation. The WRF changed formats and names to become RollerSport Challenge
in December 1995, and again changed formats and names to the World Roller
Alliance in August, 1999 to meet the changing demands of television audiences.
Mr. Schaefer attended the University of Cincinnati, received an Associate of
Arts degree from Hillsborough Community College and a Bachelor of Arts degree
from the University of South Florida.

SHAHRUKH S. DHANJI, VICE PRESIDENT and DIRECTOR

Mr. Dhanji will serve as Vice President and Director of the Company.
After graduating from the District of Columbia School of Law, Mr. Dhanji worked
as a Mediator/Arbitrator in Ft. Lauderdale, Florida. He was President of
Environmental Testing Laboratories from March, 1990 through September, 1995.
After leaving ETL, Mr. Dhanji was a Consultant to Sartech Systems, Inc. until
leaving in 1999 to form CounterBalance Investments, Inc., where he is currently
President/CEO. Mr. Dhanji served in the United States Navy from 1986 through
1993. He received a Bachelor of Arts degree from Nova University and a Juris
Doctor degree from the District of Columbia School of Law.

CRAIG T. LEITNER, SECRETARY/TREASURER

Mr. Leitner is a Certified Public Accountant. He is currently
Controller for X-Point Technologies and will assume full time duties with the
World Roller Alliance upon funding of the Company. From September 1994 to
October 1997 Mr. Leitner was Controller for Visionary Entertainment Group. From
January 1989 to July 1994 he was Controller of The Calumite Company. Mr.Leitner
also worked as Senior Accountant for Knight Enterprises. Mr. Leitner received a
BBA in Accounting from the University of Michigan.

ROBERT O'DONOVAN, VICE PRESIDENT of OPERATIONS

Mr. O'Donovan has been involved and assisted in the formulation of the
Company since its inception in August 1999 although not as a full time employee.
He is currently an operational technician for the Circuit City company. From
1995 through August, 1999, Mr. O'Donovan was a consultant to Air China/Peoples
Republic of China Airlines, Beacon Brewery and Avalon Sports. From January
1992 through December 1995, he was Vice President of Flying Operations for
SkyBus & Sky Shuttle Airlines. From 1981 through December 1991, Mr. O'Donovan
was Executive Coordinator of pilot training for Eastern Airlines. Prior to 1981
Mr. O'Donovan served on active duty in the US Marines in the areas of Aviation
and Special Operations. He holds a Bachelor of Arts and Masters degree from
Pennsylvania State University and is a graduate of the Command & General Staff
School/Naval Postgraduate School/War College.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of November 19,
2001, with respect to the beneficial ownership of the common stock of World
Roller Alliance by each beneficial owner of more than 5% of the outstanding
shares of common stock of World Roller Alliance, each director, each executive
officer named in the "Summary Compensation" Table and all executive officers and
directors of World Roller Alliance as a group, and sets forth the number of
shares of World Roller Alliance's common stock owned by each such person and
group. Unless otherwise indicated, the owners have sole voting and investment
power with respect to their respective shares.

Percentage of
Outstanding Common
Stock Owned
----------------------
Name and Shares of
of Beneficial Common Stock Before After
Owner Beneficially Owned Offering Offering
------------------- ------------------ -------- --------

Shahrukh Dhanji 1,000,000 14.2% 12.1%
4200 Vinkmulder Rd.
Coconut Creek, FL 33073

Schaefer Entertainment, Inc. 2,100,000 30.0% 25.4%
812 SE 8th Ave.
Deerfield Beach, FL 33441

Patrick J. Schaefer 1,850,000 26.4% 22.4%
812 SE 8th Ave.
Deerfield Beach, FL 33441

Craig T. Leitner 260,000 3.7% 3.1%
812 SE 8th Ave.
Deerfield Beach, FL 33441

Robert O'Donovan 250,000 3.6% 3.0%
812 SE 8th Ave.
Deerfield Beach, FL 33441

Robert Todoroff 10,000 * *
812 SE 8th Ave.
Deerfield Beach, FL 33441

All directors and 3,360,000 47.9% 40.7%
executive officers
as a group (5 persons)
------------------------

* Indicates less than 1% beneficial ownership.

Description of Securities

Common Stock

The authorized common stock of World Roller Alliance consists of
40,000,000 shares, with each share having a par value of $0.001. As of November
19, 2001, there were 7,016,600 common shares issued and outstanding. There were
36 holders of common stock as of November 19, 2001.

Holders of common stock are entitled to one vote per share on all
matters submitted to a vote of shareholders of World Roller Alliance and may not
cumulate votes for the election of directors. Holders of the common stock have
the right to receive dividends when, as, and if declared by the board of
directors from funds legally available. Upon liquidation of World Roller
Alliance, holders of the common stock are entitled to share pro rata in any
assets available for distribution to shareholders after payment of all
obligations of World Roller Alliance. Holders of common stock have no preemptive
rights and have no rights to convert their common stock into any other
securities. All shares of common stock have equal rights and preferences. All
shares of common stock now outstanding are fully paid for and non-assessable.

World Roller Alliance has never paid a cash dividend on the common
stock. World Roller Alliance currently intends to retain all earnings, if any,
to increase the capital of World Roller Alliance to effect planned development
activities and to pay dividends only when it is prudent to do so and World
Roller Alliance's performance justifies such action. Holders of common stock are
entitled to receive dividends out of funds legally available when, as, and if
declared by World Roller Alliance's board of directors.

Other Securities

There are currently no preferred shares or other debt or equity
securities issued, outstanding, or authorized.

Transfer Agent and Registrar

The Transfer Agent for the common stock is:

Florida Atlantic Stock Transfer, Inc.
7130 Nob Hill Road
Tamarac, Florida 33321

The Registered Agent is:

Shahrukh Dhanji
812 SE 8th Avenue
Deerfield Beach, Florida 33441

Interest of Named Experts and Counsel

No "expert" as that term is defined pursuant to Section 228.509(a) of +
Regulation S-B, or World Roller Alliance's counsel as that term is defined
pursuant to Section 228.509(b) of Regulation S-B was hired on a contingent
basis, or will receive a direct or indirect interest in World Roller Alliance
through this offering or was a promoter, underwriter, voting trustee, director,
officer, or employee of World Roller Alliance at any time prior to the filing of
this registration statement.

Disclosure of Commission Position On
Indemnification For Securities Act Liabilities

World Roller Alliance, Inc.'s articles of incorporation provide that
World Roller Alliance will indemnify any officer, director, or former officer or
director, to the full extent permitted by law. This could include
indemnification for liabilities under securities laws enacted for shareholder
protection.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer 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
small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small
business issuer 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 Securities Act and will be governed by the final adjudication
of such issue.

Description of Business

Development

World Roller Alliance was incorporated on August 4, 1999, pursuant to
the laws of the state of Florida under the name Schaefer Entertainment, Inc. to
bring a version of roller derby back to American television and arenas.
Schaefer Entertainment, Inc. changed its name to World Roller Alliance, Inc. on
May 21, 2001 to meet the changing demands of viewers who were demanding a more
aggressive/extreme type of skating project. The WRA will produce and stage a
television and arena product based on the aggressive/extreme style of skating.

Business

The World Roller Alliance has developed a variation of the popular
1950-60's roller derby sports game. The Company's new variation of this American
sport is based upon extensive research with respect to the current established
trends among teenagers, young adults and older adults in sports entertainment
televised events, as well as the refinement of televised sporting events from
professional football, baseball, basketball, hockey, auto racing and the
explosive popularity of professional wrestling.

The WRA falls into the area of "sports entertainment" in that it is
presented as a legitimate sport yet is scripted and presented as a weekly
soap-opera/event. The term sports entertainment was actually developed and
first used by World Wrestling Federation President Vincent McMahon to describe
the overall presentation of professional wrestling. The WRA falls into this same
category. The sports entertainment arena is made up of weekly television
programs based around a sporting event, yet the show is carried by and revolves
around feature characters that may be good, bad or both. The weekly television
program is then followed by live arena events where the viewers can see the
performers they watch on television each week live and in person. At the
arenas, the fans have the opportunity to purchase merchandise associated with
their favorite character or team and show their support by cheering (or
jeering), displaying signs, etc. Most of the WRA weekly television programs
will be video taped in arenas around the United States, giving the local fans
the opportunity to be a part of the show when it is taped in their hometown.

As a result of prior affiliations on the part of World Roller
Federation and RollerSport Challenge series, the WRA will and does benefit from
those contact and associations. We have existing agreements and outlets for
broadcast and cable distribution for the WRA.

The Globe Warriors Game

The Company's innovation of the old roller derby format utilizes the
elements and components of modern sports entertainment: constant action;
offensive scoring opportunities; visual effects; personalities; team rivalries;
fan involvement and identification; and merchandising and special events. We
designed a team sport game which fits into the defined pre-conceptions of
today's sports viewer. The new concept has been developed specifically to be
television and audience viewer friendly, mostly as a result of the game's style
and the new track design format, along with young, marketable athletes on
in-line skates. The underlying audience and viewer profile has been designed to
attract and appeal to the same audience and viewer profile of wrestling, as well
as the Generation X viewer.

The Globe Warriors game is not skated on traditional wooden oval track,
but a 100 x 80 foot fiberglass molded stage with a banked oval surface built
into the center of the structure. The stage utilizes the popular extreme and
aggressive skating type 1/4 pipe at one end of the structure. Skaters have the
option of staying on the track or utilizing the 1/4 pipe in an extreme and
aggressive style of skating that is currently popular with the younger audience
profile. All skating action begins at the top of "launch ramp" 1/4 pipe.

Skating is not the primary offering of the Globe Warriors television
program. As with wrestling, the viewers will be entertained by special effect
entrace of the teams, controversy between those teams and individuals, colorful
uniforms, the standard and successful good versus evil format, altercations,
feuds and all of the sizzle that has gone into and been proven to be popular
components of professional wrestling programming. The entire presentation will
be staged in a Hollywood manner using special graphic and animated effects for
the show's opening, talent entrances and closing.

The object of the game is for one of the skaters to first obtain the
"globe," a clear orb constructed of transparent Lucite with internal lighting
through either the use of speed or skating skill, and then place the globe into
a goal. The globe is positioned approximately six feet above the tope of the
bowl end of the track, meaning that the player obtaining the globe must skate
up the side of the 1/4 pipe bowl and jump in mid-air to reach the optimum
release point. After the globe is placed into the goal, another globe is
released and is thus available to put into play. Each goal is awarded one point
and the team with the most points at the end of time regulation is the winner.

Operations

The WRA intends to start with three teams and expand to six teams
within the first nine months of operation. We have determined the foregoing
schedule to ensure that each team is staffed with enough quality players as to
not downgrade player performances and, thus, the presentation of the shows.
Talent will be evenly distributed between the teams so each features a minimum
of two athletes who can be actively promoted as well as provide fan involve
ment and identification.

The WRA has options on skating talent to start show production and will
recruit additional talent through the operation of a training facility in the
Ft. Lauderdale, Florida area. Our training coordinator, Desmond Kameka, is
currently ranked in the top 10 of in-line skaters and has the industry
reputation to recruit and train professional skaters to meet the needs of the
Globe Warriors sport. Mr. Kameka previously skated for the StarRiders team of
RollerSport Challenge and will be one of the featured skaters with the WRA.

New and additional talent recruitment will be conducted initially in
the South Florida and greater Tampa Bay areas. As a result of Mr. Schaefer's
previous RollerSport Challenge series, we h ave previous associations and
relationships that will be utilized to hold auditions in conjunction with local
professional skating clubs and businesses. Training will be conducted at the
same facility we use as our corporate headquarters. The building is essentially
a 15,000 square foot warehouse type structure with high ceilings and few
internal support columns.

The visual side of the WRA will consist of colorful uniforms designed
by such firms as Michael & Toni's of Tampa, Florida. Michael designs all of the
costumes for wrestling's "Macho Man Randy Savage" as well as numerous musical
groups dating back to Jimmy Hendricks in the 1960's. In addition, we have
contacted two other designers to aid and assist in this important visual area.

Marketing and Television

Since the WRA is in the entertainment field, marketing is intertwined
with the airing of its shows on television. The primary promotional vehicle for
the WRA is its weekly television program. Since 1990, roller programs produced
by companies owned by Mr. Schaefer have aired in first run syndication
throughout the United States and on Sports Channel America as well as Europe and
the Far East. The WRA will benefit from these affiliations and associations.
Saturation is the key word in the success of any sports entertainment program
and we plan to air a weekly program on cable, network and in first-run
syndication during each week. The World Wrestling Federation utilized this same
formula successfully in its early days. We have managed to secure agreements and
Letters of Intent to achieve these objectives during our first year of
operation.

Through an agreement with Fredricks Entertainment, Inc., Globe Warriors
will air as part of the Extreme Sports Television program block on Fox Sports
Net. The agreement calls for Fox Sports Net to air all or segments of the weekly
WRA television programs and for FoxNet production representatives to handle all
the production of the WRA television programs. In addition, a roll-over
agreement from the prior roller project will result in current WRA program being
aired throughout Central and South America in addition to airing in 7.5 million
Spanish speaking television households in the United States on GEMS television.

The Company's Letter of Intent with the TransAmerica Media Group places
the WRA shows in Central and South America for both the Spanish and Portuguese
languages. Under the deal structure, all expenses associated with the
distribution and conversion to Spanish and Portuguese are assumed by the
distributor and the WRA receives 50% of all revenues generated from the
placement of shows. Tied to the program placement are live event promotions and
merchandise sales in the South American markets.

The prior success of the RollerSport Challenge benefits the Company in
that mostly all of the established contractual participants from that project
and the broadcast/cable outlets have indicated an interest in pursuing a
business relationship with the Company since it has assumed all the rights to
the RollerSport Challenge series, name and related aspects.

We also benefit from prior affiliations in the area of home video
distributions. Forty minutes of edited roller footage of earlier roller programs
were sold to a division of K-Tell Records who distributed this footage
internationally as an in-store purchase and rental video. Initial rights
encompassed an up-front fee of $15,000 with the WRA receiving an additional
$0.20 from every video sold. This association will be expanded to include the
Company's current shows. A similar type of prior associative benefit exists in
that the original roller television program was sold to Bangkok television in a
26 weeks syndication deal that allows for two runs of each program during the
period. The WRA will also benefit from a prior association with Lifestyle
Television, a London Screen Sport station, which has aired and purchased prior
roller sports programs from the Company's executives. In addition, a prior
association also existed with Polygram, which purchased the television rights
for the original programming of the prior roller series. That deal involved a
flat fee purchase price against 13% of the retail price of each program. This
arrangement will be revisited by the Company with its current offering.

Management has contacted various new markets as future outlets for the
expansion of the exposure base for its shows. One of the initial areas for this
is the establishment of teams in specific cities as the initial fan base. Past
roller expertise and experience has established followings in California and
Florida, with the most recent events drawing large crowds in Fort Lauderdale,
Tampa and Daytona Beach. The original roller derby series in the 50's and 60's
scored well with crowds in New York, thus management has held discussions with
representatives from Madison Square Garden. Bally's Resort in Las Vegas has also
been approached and has indicated they would be interested in the World Roller
Alliance as a part of their family entertainment commitment.

Our management have also been in discussions with a promoter in Hong
Kong who is interested in tours of that country and mainland China. The Hong
Kong deal calls for a team to be based in that city. This would be a departure
from the known team concept involving this sport and those based on the fan base
previously outlined. Teams from specific cities are not particularly the
strength of viewer interest in roller sport type events. While teams will indeed
have specific city and/or geographic area team names, the venue calls for moving
the shows to arenas with the highest proven fan demographic base. This team
positioning and broadcast marketing approach will ensure that events are sold
out and playing to full arenas.

We will also offer geographic exclusivity to private arenas in specific
parts of the country in areas that traditionally do not tend to draw or have on
their premises major entertainment events. A stationary team franchise is not a
feasible methodology for marketing and exposing this particular sport as it
tends to be a traveling "road" show building fan anticipation in much the same
manner as the proven wrestling travel format. However, research has shown that
there is viability in having specific anchor locations for the teams and thus
management intends to arrange exclusivity to specific anchor locations for the
team any number of times during the year, essentially making its house team. The
foregoing is a result of vacant facilities. Owners of these arenas have voiced
substantial interest with the WRA for the utilization of their arenas that sit
dark in excess of 120 days per year and earning no revenue. Under this plan,
they would host WRA teams a minimum of one night per month and the arenas would .
gain television exposure via the televised taping at their facilities and the
Company would benefit through the payment to it of a site fee.

The licensing of international franchises will allow one U.S. based
team to travel throughout Europe and the Far East where roller programs produced
by Mr. Schaefer have previously aired. The U.S. team would play local teams in
each market if available. International franchise will not only generate
revenues through arena box office sales but will also expand the WRA merchandise
demand base.

Competition

The WRA's competition is not a direct competitive situation as is
usually the case with products, goods and/or services, but rather indirect and
industry competition stemming from the fact that all entertainment, be it
television, cable or movies vie for the leisure time of its target viewer base.

As the WRA's Globe Warriors will be aired somewhere between 8 and 11 PM
on Thursday and Friday nights, 11 AM Saturday mornings and 5 PM Wednesday
afternoons, the show's competition will come from other televised and cable
programs in its time slot. Because the shows are live action based where the
outcome is in doubt until the last minutes of any game, we believe that our
shows represent an exceptional opportunity to garner viewers either channel
surfing or looking for entertainment other than the network sitcoms and movie
offerings. Airing on Fox Sports Net means that our shows will have the backing
of a major broadcast company to aid and assist in the promotion and slotting of
the shows, as well as bringing them over 65 million households. We will also
capitalize upon the unique new venue and nature of the WRA format which could
generate considerable media buzz and public interest to result in meaningful
tune-in numbers to see the extreme new track layout, globe and new scoring
method. Promotional spots by Fox Sports Net will capitalize on these qualities,
as will the opening arena advance ticket sales. Advance marketing will include
city press conferences, a track demonstration to garner public interest and news
show introduction segments along with talk show appearances.

Patents and Trademarks

At the present time, we do not own any patents but have applied to
trademark "World Roller Alliance."

Government Regulations

As an entertainment organization, we do not fall under local, state or
federal regulations such as a boxing commission, racing sanctioning body, etc.
The closest thing to any governmental regulations the we fall under would be the
Federal Communications Commission (FCC) as the FCC's rules apply to what can and
cannot be aired on U.S. television. Any program broadcast in the U.S. must meet
and/or comply with certain ethical guidelines set by the FCC, however the FCC is
not a regulatory agency specifically for the Company as a whole.

Employees

We presently have one full time employee who is also an officer and
director. Staffing levels will be determined as the Company progresses and
grows. As many independent contractors as possible will be used to keep payroll
expenses to a minimum. Areas such as television production and marketing will
be assigned to outside agencies, eliminating the need for inside positions to
handle such areas. As travel/touring needs dictate, several independent
contractor skaters will be moved to full time employees to facilitate travel
teams to and for various arenas around the country. We do not anticipate this
occurring for at least six months.

Reporting

At present, we are not considered a fully reporting company but have
voluntarily complied with many of the regulations such as holding annual
stockholder meetings. After the filing of this registration statement, the
Company will be fully reporting and will provide our stockholders with the
required annual reports.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

World Roller Alliance has completed the development of its sports
entertainment program called Globe Warriors. To date, we have not begun to
recognize revenue from operations. Our primary focus at this point is developing
our marketing efforts in the most effective and efficient manner possible.

In addition to providing sport entertainment, we will be offering the
licensing of merchandise rights and merchandise sales direct to the public
through the live gate events, arenas, by mail, through retail outlets and on the
Internet. These products include T-shirts, hats, shirts, team jerseys,
photographs, posters, key chains. Merchandise sales will be handled by outside
agencies assigned "licensing rights" to the WRA name and specific products. As
such the Company does not need to maintain an inventory of merchandise and any
returns will be handled through the licensee. While we have spoken to several
companies interested in becoming licensee's for the WRA, no decision has been
made which or how many companies will get license rights to WRA merchandise.

Liquidity and Capital Resources

For the year ended June 30, 2001, we realized a per share loss of
($0.) as compared to a ($0.) loss per share for the year ended June 30,
2000, as the Comany had no operations for the period ended June 30, 2000. We
are presently relying on our ability to borrow to fund the day-to-day
operations of World Roller Alliance. We are relying, in part on the success of
this offering to provide World Roller Alliance with the necessary capital to
subsidize the day-to-day operations until we can reach a level of sales that
will sustain our operating expenses. There can be no assurance that we will be
able to continue to borrow capital to continue operations. There also can be no
assurance that any shares of this offering will be successfully sold, and if
sold, the capital received will be adequate to continue operations.

Marketing

Most of our marketing and promotion will be accomplished through the
weekly television program called Globe Warriors, as well as paid advertising and
event promotions with local establishments such as restaurants and clubs.
Advertising rates will be adjusted depending upon the market response to the
program and live arena acceptance of the Company events. In most television
markets, the advertising rates charged for commercial time on the weekly WRA
program is set by the individual station(s) airing the program.

Sports entertainment programming currently accounts for at least
one-third of the top 10 weekly cable programming in the U.S. Customer or viewer
loyalty is generated through the development of characters that various viewers
can associate with. The weekly program is literally a "soap opera" with issues,
feuds, controversy, story-lines and character development designed to attract
and hold the interest of a specific portion of the television viewer market.
While this type of programming has traditionally attracted a predominately male,
18-34 year old audience, proper marketing and story-lines will attract and hold
the interest of a wide demographic base of viewers.

Pricing at WRA arena events are structured to provide family
entertainment at a relatively low cost. While exact prices have yet to be
established, we have in the past always offered a "family" ticket package (2
adults/2 children) at rates approximately one-third below individual ticket
prices if purchased separately. Discount coupons and special offers will be
established with and offered by various restaurants, clubs, etc., in the
various markets in which the WRA appears and stages events.

Employees

We presently plan to add two employees to our staff. The level of
employees is primarily contingent on the level of success of this offering. We
anticipate paying these employees at a rate of $50,000 per annum.

All Officers of the Company have signed Employment Contracts that
become effective when the Company is funded. All contracts are for a period of
five years and all have a non-compete clause included in the Agreement. All
Agreements, with the exception of Mr. Dhanji, require full time devotion to the
Company.

Description of Property

We currently have offices at 812 SE 8th Avenue, Deerfield Beach,
Florida and lease approximately 15,000 square feet. We currently pay $300 per
month for the office space. We currently lease our office space on a
month-to-month basis. No formal lease has been entered into due to the
understanding that the WRA will move to its' own facility as soon as the Company
is funded. Upon funding, we will lease a warehouse or warehouse space of
approximately 14,000 square feet in which the corporate offices and training
facility will be housed. As of this time, no specific building or location has
been determined.

While we are currently seeking quotes for insurance. At the present
time, the contents of the executive office are not insured. In the event of a
loss, we do not feel that it would materially impact or disrupt our operations.
We further feel that another location would not be difficult to secure along
with additional office equipment.

Certain Relationships and Related Transactions

Certain family members of Patrick Schaefer, the Company's President,
own shares of the Company's common stock as set forth below:

Name # of Shares Relationship Date Acquired

Albert Schaefer 50,000 Father 8/31/2001
J. Frank Spano 25,000 Father-in-law 8/31/2001
Dominque Spano 1,000 Niece 8/31/2001

Certain family members of Shahrukh Dhanji, the Company's Vice
President, own shares of the Company's common stock as set forth below:

Name # of Shares Relationship Date Acquired

Zayn Dhanji 25,000 Son 8/31/2001
Zoya Dhanji 25,000 Daughter 8/31/2001

Market for Common Equity and Related Stockholder Matters

Prior to this offering, there has been no public market for the common
stock of the Company. At the present time neither any National Securities
Exchange nor the NASDAQ stock market lists the securities offered. There is no
public trading market for the common stock of World Roller Alliance. There are
outstanding 7,016,600 common shares as of October, 12, 2001. We are currently
offering 1,250,000 common shares through this offering. We have also agreed to
register an additional 1,026,000 for selling shareholders.

Since its inception, no dividends have been paid on World Roller
Alliance's common stock. We intend to retain any earnings for use in the
business activities, so it is not expected that any dividends on the common
stock will be declared and paid in the foreseeable future.

Summary Compensation Table

The following table sets forth information concerning the aggregate
compensation paid or to be paid by World Roller Alliance to its Chief Executive
Officer and each of the other executive officers for services rendered in all
capacities to World Roller Alliance for the fiscal years ended June 30, 2000 and
2001.

Annual Long-Term All Other
Compensation Compensation Awards Compensation
-------------------- -------------------------------- -----------------------
Restricted
Name and Stock Stock Securities Group
Principal Fiscal Awards Awards Underlying Matching Life Ins.
Position Year Salary Bonus ($) (#) Options 401K Premium

Patrick Schaefer 2000 $-0- -0- -0- -0- -0- -0- -0-
President 2001 $-0- -0- -0- 1,850,000 -0- -0- -0-

Shahrukh Dhanji 2000 $ -0- -0- -0- -0- -0- -0-
Vice President 2001 $ -0- -0- 1,000,000 -0- -0- -0-

Craig Leitner 2000 $ -0- -0- -0- -0- -0- -0-
Sec./Treasurer 2001 $ -0- -0- 250,000 -0- -0- -0-

Robert Donovan 2001 $ -0- -0- -0- -0- -0- -0-
VP of Operations 2001 $ -0- -0- 250,000 -0- -0- -0-

Robert Todoroff 2001 $ -0- -0- -0- -0- -0- -0-
Director 2001 $ -0- -0- 10,000 -0- -0- -0-

Stock Options

World Roller Alliance has not granted any stock options or stock
appreciation rights during our prior fiscal year or the current year to any
person.

Benefit Plans

World Roller Alliance currently has no benefit plans. When the funding
is completed, we intend to offer a 401k plan for our employees and officers.
Additionally, we intend to add a group health plan for employees which will pay
the monthly premiums for the employee only. Family members of the employee can
be added to the plan but at their own expense. We feel that it will be important
to be able to offer these minimal benefits in order to attract and retain
talented employees.

Future Compensation

World Roller Alliance does not have plans to increase the current
levels of compensation to its employees, officers, or directors either through
the use of additional wages, incentive programs, restricted stock awards, or
otherwise.

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JUNE 30, 2001

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

C O N T E N T S
- - - - - - - -

Independent Auditor's Report

Financial Statements

Balance Sheet...........................................F-1

Statement of Operations.................................F-2

Statement of Changes in Stockholders' Equity............F-3

Statement of Cash Flows.................................F-4

Notes to Financial Statements...........................F-5-F-8

To the Board of Directors
World Roller Alliance, Inc.
Deerfield Beach, Florida

We have audited the accompanying balance sheet of World Roller Alliance, Inc.
(a development stage company), as of June 30, 2001 and the related statements of
operations, changes in stockholders' equity and cash flows for the year 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 audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. 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 that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of World Roller Alliance, Inc. (a
development stage company) as of June 30, 2001, and the results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has no revenues and has experienced net losses
of $31,027 since inception and a working capital deficiency of $31,027 as of
June 30, 2001. The Company's financial position and operating results raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

RICHARD H. HARRIS & ASSOCIATES, P.A.

September 26 , 2001

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

JUNE 30, 2001

ASSETS

CURRENT ASSETS - CASH $ 61

TOTAL ASSETS $ 61
==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ 26,684
Loan payable - stockholder 4,404
---------
Total current liabilities 31,088
---------
COMMITMENTS

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.0001 par value,
40,000,000 shares authorized,
6,416,600 shares issued and outstanding 618
Stock subscription receivable ( 618)
Deficit accumulated during the development stage ( 31,027)
--------
Total stockholders' equity (deficit) ( 31,027)

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 61
=========

F-1

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

YEAR ENDED JUNE 30, 2001

REVENUES $ -

OPERATING EXPENSES
Legal Fees 15,000
Printing and production 11,612
Travel 1,126
Meals and entertainment 1,112
Rent 900
Telephone 737
Office expense 354
Taxes and licenses 185
---------
Total operating expenses 31,027
---------
NET (LOSS)EQUALS DEFICIT ACCUMULATED
DURING THE DEVELOPMENT STAGE $ (31,027)
==========

LOSS PER SHARE -
==========
WEIGHTED AVERAGE SHARES
OUTSTANDING - BASIC AND FULLY DILUTED 6,175,100
==========

F-2

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

YEAR ENDED JUNE 30, 2001

DEFICIT
ACCUMULATED
NUMBER OF STOCK DURING
COMMON STOCK SUBSCRIPTION DEVELOPMENT
SHARES AMOUNT RECEIVABLE STAGE TOTAL

BALANCE, JULY, 2000 - - - - -

Common stock issued for stock
subscription receivable 6,175,100 $ 618 $(618) - -
-

Net (loss) during year - - - $( 31,027) $( 31,027)
--------- ---- ------- -------- --------

BALANCE, JUNE 30, 2001 6,175,100 $ 618 $(618) $( 31,027) $( 31,027)
========= ==== ======= ======== ========

F-3

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

YEAR ENDED JUNE 30, 2001

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $( 31,027)
Adjustment to reconcile net loss to
net cash used in operating activities:
Increase on accounts payable 26,684
-----------
NET CASH USED IN OPERATING ACTIVITIES ( 4,343)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in loan payable - stockholder 4,404
---------
NET INCREASE IN CASH EQUALS CASH - JUNE 30, 2001 $ 61
==========
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
6,175,100 shares of common stock issued
for stock subscription receivable of $618

F-4

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2001

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description and Nature of Business

World Roller Alliance, Inc. was incorporated on August 4, 1999 under the laws of
the State of Florida under the name of Schaefer Entertainment, Inc. On May 21,
2001 the Company amended its articles of incorporation and changed its name to
World Roller Alliance, Inc. The Company uses a fiscal year end of June 30. The
Company's main operations to date have been the development of the extreme skate
sports television game concept. There were no operations for the period August
4, 1999 through June 30, 2000.

Income Taxes

Deferred tax assets and liabilities are classified in accordance with Statement
of Financial Accounting Standards No. 109 (SFAS 109), which generally requires
the use of an asset liability approach for financial accounting and reporting
for income taxes. If it is more likely than not that some portion or all of a
deferred tax asset will not be realized, a valuation allowance is recognized.

Statement of Cash Flows

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Use of Estimates

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumption affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates used in preparing the
financial statements.

F-5

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2001

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per Share

Loss per share has been computed by dividing the net loss by the weighted
average number of common shares outstanding.

NOTE 2. INCOME TAXES

As of June 30, 2001, the Company has a net operating loss carryforward for
income tax purposes of approximately $31,000 through June 30, 2001, available to
offset future taxable income. No deferred income taxes have been recorded due to
the Company having no history of profitable operations. Significant components
of the Company's net deferred income tax asset are as follows:

Net operating loss carry forward $ 5,600
Less: Valuation allowance (5,600)
-------
Net deferred income tax asset $ -
=======

NOTE 3. CAPITAL STOCK

The Company had originally authorized 10,000,000 common shares each with a par
value of $.0001 per share. On May 21, 2001, the Board of Directors approved an
increase in the number of authorized common shares to 40,000,000.

The Company is in the process of preparing a registration statement on Form SB-2
with the Securities and Exchange Commission for an initial public offering of
the Company's common stock.

F-6

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2001

NOTE 4. RELATED PARTY TRANSACTIONS

Office Facilities

The Company rents office space from a entity controlled by a stockholder of the
Company for $300 a month. The verbal agreement is on a month to month basis
effective April 1, 2001. As of June 30, 2001 $900 is owed for rent and is
included in accounts payable.

Legal Fees

The Company incurred $15,000 of legal fees payable to a major stockholder of the
Company relating to the preparation of a private placement memorandum, dated
April 19, 2001. The offering did not raise any funds and was eventually
withdrawn.

Loans from Stockholder

As of June 30, 2001, the majority stockholder of the Company advanced a total of
$4,404 as a non-interest bearing loan and is expected to be repaid as cash flow
permits.

NOTE 5. GOING CONCERN

The Company has no revenues to date and has incurred operating losses of $31,027
since inception and has a working capital deficit of $31,027 as of June 30,
2001. Since inception, the Company has been dependent upon the receipt of loans
or other financing to fund its continuing activities. The Company believes that
the proceeds of the offering referred to in Note 3 will be sufficient to effect
its business plan and become a profitable enterprise. However, there can be no
assurance that the initial public offering will be successful and will allow the
Company to become a profitable operating enterprise. In addition, the Company is
dependent upon certain related parties to provide continued funding and capital
resources. The accompanying financial statements have been presented on the
basis of the continuation of the Company as a going concern and do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or the amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.

F-7

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2001

NOTE 6. SUBSEQUENT EVENTS

Issuance of Stock

In July 2001, the Company issued 30,000 shares of common stock for cash at $.001
per share for a total of $30.

In August 2001, the Company issued 6,000 shares of common stock for cash at
$1.00 per share for a total of $6,000. The Company relied on Rule 504 of
Regulation D of the Securities Act of 1933 for the sale of these shares.

Corporate Consulting Agreement

On September 12, 2001, the Company entered into various one year agreements to
provide financial and operating consulting services to assist the Company in
going public.

As compensation, the Company subsequently issued 800,000 shares of the Company's
common stock valued at $1.00 per share to be registered on Form SB-2, 300,000
warrants to purchase shares of the Company's stock exercisable at 125% of the
price of shares sold pursuant to the SB-2 registration statement, agreed to an
expense fee of $15,000 payable upon the initial public sale of the first
$200,000, and committed to a monthly expense fee of $5,500 commencing with
the first month of initial public trading and continuing for the one year term.

F-8

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2001
(UNAUDITED)

ASSETS

CURRENT ASSETS
Cash $ 145
Prepaid expenses 760,100
-----------

TOTAL ASSETS $760,245
===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ 29,391
Loan payable 4,039
----------

Total Current Liabilities 33,430
----------

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $.0001 par value,
40,000,000 shares authorized,
7,011,100 shares issued and outstanding 702
Stock subscription receivable (621)
Additional paid-in capital 805,919
Deficit accumulated during the development stage (79,185)
----------

726,815
----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $760,245
===========

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 2001
(UNAUDITED)

Quarter From Inception
Ended Through
9/30/01 9/30/01
------------ --------------

REVENUES $ - $ -

OPERATING EXPENSES
Consulting fees 31,200 31,200
Legal fees 2,500 17,500
Printing and production 150 11,762
Website development 10,400 10,400
Accounting and audit fees 3,500 3,500
Travel - 1,126
Meals and entertainment - 1,112
Telephone 268 1,006
Rent - 900
Office expense 49 403
Taxes and licenses 91 276
----------- ------------
Total operating expenses 48,158 79,185
----------- ------------

NET (LOSS) $(48,158) $(79,185)
============ =============

LOSS PER SHARE - -
============ ==============
WEIGHTED AVERAGE SHARES OUTSTANDING 6,447,709 6,447,709
============ ===============

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 2001
(UNAUDITED)

DEFICIT
ACCUMULATED
NUMBER OF STOCK ADDITIONAL DURING
COMMON STOCK SUBSCRIPTION PAID-IN DEVELOPMENT
SHARES AMOUNT RECEIVABLE CAPITAL STAGE TOTAL
----------------------------------------------------------------------

BALANCE, JULY 2000 - - - - - -

Common stock issued for stock
subscription receivable 6,175,100 $ 618 $(618) - - -

Net (loss) during year - - - - $(31,027) $(31,027)

----------------------------------------------------------------------
BALANCE, JUNE 30, 2001 6,175,100 $ 618 $(618) $ - $(31,027) $(31,027)

Issuance of common stock 836,000 84 (3) 805,919 - 806,000

Net (loss) during quarter - - - (48,158) (48,158)

----------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 2001 7,011,100 $ 702 $(621) $805,919 $(79,185) $726,815
======================================================================

WORLD ROLLER ALLIANCE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION THROUGH SEPTEMBER 30, 2001
(UNAUDITED)

Quarter From Inception
Ended Through
9/30/01 9/30/01
------------- ------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss) $(48,158) $(79,185)
Adjustments to reconcile net loss to
net cash used in operating activities:
Decrease in prepaid expenses 39,900 39,900
Increase in accounts payable
2,707 29,391

------------- ------------
NET CASH USED IN OPERATING ACTIVITIES (5,551) (9,894)
------------- ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in loan payable - stockholder (365) 4,039
Proceeds from issuance of common stock 6,000 6,000

------------- ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,635 10,039
------------- ------------

NET INCREASE IN CASH 84 145

CASH BALANCE - BEGINNING OF PERIOD 61 -
------------- ------------

CASH BALANCE - END OF PERIOD $ 145 $ 145
============= ============

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:

Common shares issued for services rendered $ 800,000 $800,000
============= ============

Changes In and Disagreements With Accountants
On Accounting And Financial Disclosures

There have been no changes in or disagreements with World Roller
Alliance's accountants since the inception of World Roller Alliance required to
be disclosed pursuant to Item 304 of Regulation SB.

Legal Matters

The validity of the issuance of shares of World Roller Alliance's
common stock being offered has been passed upon by Richard P. Greene, P.A.,
located in Fort Lauderdale, Florida.

Experts

The audited financial statements of World Roller Alliance as of June
30, 2001, appearing in this prospectus and registration statement have been
audited by Richard Harris & Associates, and are included in reliance upon such
reports given upon the authority of Richard Harris & Associates, as experts in
accounting and auditing. The Company has provided the interim unaudited
financial statements as of September 30, 2001 and are included herewith.

Where You Can Find Additional Information

A registration statement on Form SB-2, including amendments thereto,
relating to the shares offered hereby has been filed with the Securities and
Exchange Commission. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules thereto.
Statements contained in the prospectus as to the contents of any contract or
other document referred to are not necessarily complete and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference. For further information with respect to World
Roller Alliance and the shares offered hereby, reference is made to such
registration statement, exhibits and schedules. A copy of the registration
statement may be inspected by anyone without charge at the Commission's
principal office location at 450 Fifth Street, N.W., Washington, D.C. 20549, the
Northeast Regional Office location at 7 World Trade Center, 13th. Floor, New
York, New York, 10048, and the Midwest Regional Office location at Northwest
Atrium Center, 500 Madison Street, Chicago, Illinois 60661-2511 and copies of
all or any part thereof may be obtained from the Public Reference Branch of the
Commission upon the payment of certain fees prescribed by the Commission. You
may also obtain information on the Public Reference Room by calling the SEC at
1-800-SEC-0330. The Commission also maintains a site on the World Wide Web at
http://www.sec.gov that contains information regarding registrants that file
electronically with the Commission.

YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED
IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES
OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF
THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY
SALE OF OUR COMMON STOCK.

TABLE OF CONTENTS

Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Dilution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 12
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . 16
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 18
Directors, Officers, Promoters,
and Control Persons . . . . . . . . . . . . . . . . . . . . . . . . . 19
Description of Securities . . . . . . . . . . . . . . . . . . . . . . 23
Indemnifications . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Description of Business . . . . . . . . . . . . . . . . . . . . . . . 24
Management's Discussion and
Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . . . 28
Certain Relationships . . . . . . . . . . . . . . . . . . . . . . . .29
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . .30
June 30, 2001 Audited Financial Statements . . . . . . . . . . . . . 42

NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO PERMIT
A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION OR DISTRIBUTION OF THIS
PROSPECTUS IN ANY SUCH JURISDICTION. PERSONS WHO COME INTO POSSESSION OF THIS
PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES ARE REQUIRED TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND THE
DISTRIBUTION OF THIS PROSPECTUS APPLICABLE TO THAT JURISDICTION. UNTIL THE
EFFECTIVE DATE ALL DEALERS THAT BUY, SELL OR TRADE IN OUR COMMON STOCK, WHETHER
OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.

1,250,000 shares

WORLD
ROLLER
ALLIANCE, INC.

------------------

Prospectus

------------------

November 21, 2001

Part II - Information Not Required in Prospectus

Item 24. Indemnification of Directors and Officers

World Roller Alliance's Certificate of Incorporation eliminates,
subject to certain exceptions, directors' personal liability to the Company or
its stockholders for monetary damages and for breaches of fiduciary duties. The
articles of incorporation does not, however, eliminate or limit the personal
liability of a director for (i) any breach of the director's duty of loyalty to
World Roller Alliance or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section ___ of the Florida General Corporation Law or
(iv) from any transaction from which the director derived an improper personal
benefit.

World Roller Alliance's Bylaws provide that the Company shall indemnify
its directors, officers, and employees, to the full extent permitted under the
General Corporation Law of Florida. In addition, World Roller Alliance has
entered or will enter into indemnification agreements with its directors, and
officers that provide for indemnification in addition to the indemnification
provided in World Roller Alliance's By Laws. The indemnification agreements
contain provisions that may require World Roller Alliance, among other things,
to indemnify its directors and executive officers against certain liabilities
(other than liabilities arising from intentional or knowing and culpable
violations of law) that may arise by reason of their status or service as
directors or executive officers of World Roller Alliance or other entities to
which they provide service at the request of the Company and to advance expenses
they may incur as a result of any proceeding against them as to which they could
be indemnified. World Roller Alliance believes that these provisions and
agreements are necessary to attract and retain qualified directors and officers.
World Roller Alliance will obtain an insurance policy covering directors and
officers for claims that such directors and officers may otherwise be required
to pay.

Item 25. Other Expenses of Issuance and Distribution

It is estimated that the expenses incurred in connection with
distribution of the shares of common stock being offered will be as follows:

Amount Payable by
Item World Roller Alliance
------- ------------------------
Accounting $ 10,000.00 *
Attorney Fees $ 10,000.00 *
NASDAQ Application $ 5,000.00 *
Printing Expense - Preliminary Prospectus $ 5,000.00 *
Printing Expense - Final Prospectus $ 5,000.00 *
Standard & Poor's $ 3,790.00 *
Registration Fees - SEC (1) $ 1,210.00 *
Transfer Agent $ 10,000.00 *
-------------
Total offering expense $ 50,000.00 *

(1) World Roller Alliance is offering 1,250,000 common shares through this
offering has incurred $660 in registration fees; while, the selling
shareholders are offering 1,026,000 common shares, incurred $550 in
registration fees, that World Roller Alliance has paid on their behalf.

* These figures represent estimations by management.

Item 26. Recent Sales of Unregistered Securities

The following sets forth information concerning unregistered sales of
common stock of World Roller Alliance. These were unsolicited transactions and
did not involve any public solicitation or advertisement in any way.

In August, 2001, we began a Private Placement relying on an exemption
from registration under Rule 504. This did not involve a public offering within
the meaning of Section 4(2) of the Securities Act of 1933 and therefore exempt
from registration under Section 5(a). We concluded this offering on September 1,
2001. The shares were sold to a total of two investors. These were persons
who had been long-term friends and/or acquaintances of World Roller Alliance
and/or its directors and officers and their families. There were no selling
commissions received by the officers and directors who sold the shares. The
6,000 shares were sold for cash at $1.00 per share. The total value of cash
received in the Private Placement totaled $6,000. The non-public offering was
also exempt from registration under Section 3(b) of the Act pursuant to Rule 504
promulgated under Regulation D in that:

o World Roller Alliance was not subject to the reporting requirements of
Section 13 or 15 (d) of the Securities and Exchange Act of 1934;
o World Roller Alliance was not an investment company;
o World Roller Alliance was not a development stage company that either
had no specific business plan or purpose or had indicated that its
business plan was to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person;
o The aggregate selling price for the share did not exceed $1,000,000,
less the aggregate offering price for all securities sold within twelve
months before the start of and during this offering, in reliance on any
exemption under section 3 (b) of the Act, or in violation of section
5(a) of the Act.

Each investor was provided with a Pre-SB-2 / IPO Strategic Plan that
contained a complete business plan including risk factors. Accompanying the
document was a questionnaire/subscription agreement. This
questionnaire/subscription agreement asked numerous questions about the person's
income level, assets, net worth and investment experience. We further spoke with
each individual, giving them the opportunity to ask and receive answers to their
questions. We have no reason to believe that anyone individual misrepresented
his or her financial situation or his or her experience level. We further have
no information that would lead us to believe otherwise. Through our
conversations with these shareholders, we came to learn of their vocation as
well as their experience level.

On August 22, 2001, we issued 1,000 shares of common stock to Sylvia
Carns at a price of $1.00 per share.

On August 29, 2001, we issued 5,000 shares of common stock to Owen
Barruw at a price of $1.00 per share.

On September 18, 2001, we issued 200,000 shares of common stock to
Conceptua, Inc., in exchange for various services at a price of $1.00 per share.

On September 18, 2001, we issued 200,000 shares of common stock to D.P.
Morton & Associates, Inc., in exchange for various services at a price of $1.00
per share.

On September 18, 2001, we issued 200,000 shares of common stock to LDV,
Inc., in exchange for various services at a price of $1.00 per share.

On September 18, 2001, we issued 200,000 shares of common stock to MJM
Group Holdings, Inc., in exchange for various services at a price of $1.00 per
share.

Item 27. Exhibits

Exhibit #

3.i Articles of Incorporation and Amendments
3.ii By-Laws

4 Instruments defining the rights of holders (refer to exhibit 3)

9 Voting Trust agreement (not applicable)

10 Material contracts
10.1 Employment Agreement with Patrick J. Schaefer dated 4/1/01
10.2 Employment Agreement with Shahrukh S. Dhanji dated 4/16/01
10.3 Employment Agreement with Robert O'Donovan dated 4/16/01
10.4 Employment Agreement with Craig Leitner dated 5/1/01

11 Statement re: Computation of per share earnings (not applicable)

21 Subsidiary of the Registrant (not applicable)

23.1 Opinion Re: Legality and Consent of Experts & Counsel
23.2 Consent of Auditor

24 Power of Attorney (not applicable)

99 Additional Exhibits