THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 101(d) OF REGULATION
S-T.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Wallstreet Racing Stables, Inc. ("WRSB")
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
932901 10 1
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(CUSIP Number)
David J. Babiarz, Esq.
Overton, Babiarz & Associates, P.C.
7720 East Belleview Avenue, Ste. 200
Englewood, CO 80111
(303) 779-5900
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
7/13/00
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box _____.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 932901 10 1
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1 Name of Reporting Person
John D. McKey, Jr.
2 Check the Appropriate Box if a Member of a Group a
b x
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3 SEC USE ONLY
4 Source of Funds *
00
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) _
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power: 750,000
8 Shared Voting Power: -0-
9 Sole Dispositive Power: 750,000
10 Shared Dispositive Power: -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 750,000
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares * _
13 Percent of Class Represented by Amount in Row (11): 7.48%
14 Type of Reporting Person *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1: SECURITY AND ISSUER
This Schedule relates to the acquisition of beneficial ownership of Common
Stock, $.001 par value per share, of Wallstreet Racing Stables, Inc.
(hereinafter the "Company"), whose principal place of business is located at
1001 Kings Avenue, Suite 200, Jacksonville, Florida 32207.
ITEM 2: IDENTITY AND BACKGROUND
a. Name: John D. McKey, Jr.
b. Address: 5016 Inverness Ct., Palm City, Florida 34990
c. Occupation: Mr. McKey is of counsel at the law firm of McCarthy,
Summers, Bobko, Wood, Sawyer & Perry, P.A., located at 2081 East
Ocean Boulevard, Stuart, Florida 34996.
d. During the past five years, Mr. McKey has not been convicted in
any criminal proceeding.
e. During the past five years, Mr. McKey has not been a party to a
civil proceeding before a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final
order enjoining future violation of, prohibiting or mandating
activities subject to, Federal or state securities laws.
f. Mr. McKey is a citizen of the United States of America.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
The Reporting Person assigned certain promissory notes with a principal
amount of $150,000 and executed by third party entities as consideration for the
475,000 shares of common stock which he acquired and which gave rise to the
filing of this Report. These promissory notes, in turn, were previously acquired
by the Reporting Person as investments. The Reporting Person also acquired
200,000 shares of common stock in his IRA for which he paid $40,000. The funds
used to purchase these shares were the funds of the IRA of the Reporting Person.
Item 4: PURPOSE OF TRANSACTION
The ownership which is the subject of this Schedule was effected by the
Reporting Person for the purpose of investment. The Reporting Person has no plan
to effect any transaction which would have the effect of, or result in, any of
the following:
a. The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
provided, however that the Reporting Person may review his
investment in the Company from time to time and make adjustments
in his holdings as he deems appropriate;
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b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries; provided, however, that in his capacity as a
director of the Company, the Reporting Person will review
opportunities which come to his attention and act as he deems in
the best interest of the shareholders;
c. A sale or transfer of a material amount of assets of the Company
or of any of its subsidiaries;
d. Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend
policy of the Company;
f. Any other material change in the Company's business or corporate
structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940;
g. Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
h. Causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
i. A class of equity securities of the Company become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1934; or
j. Any action similar to any of those enumerated above.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
a. As of the date of the filing of this Schedule, the Reporting
Person is deemed to beneficially own 750,000 shares of Common
Stock of the Company. Such amount includes 675,000 shares of
Common Stock owned by him directly. The Reporting Person also
owns a warrant to acquire 75,000 shares of common stock at an
exercise price of $2.00 per share, exercisable until June 21,
2002. The Reporting Person disclaims beneficial ownership of the
250,000 shares owned by his wife, and this report shall not be
deemed an admission that the Reporting Person is the beneficial
owner of such securities for purposes of Section 13(d) or for any
other purpose. The Reporting Person's beneficial ownership
represents 7.48% of the issued and outstanding Common Stock of
the Company as of the date of this Schedule.
b. The Reporting Person has the sole power to vote and dispose of
675,000 shares of Common Stock of the Company.
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c. The Reporting Person acquired 675,000 shares of common stock of
the Company in a private transaction dated July 13, 2000. Of the
total amount of shares, 475,000 were acquired in exchange for the
assignment of certain promissory notes executed by third party
entities in favor of the Reporting Person. The remaining 200,000
were acquired for cash as more specifically disclosed in Item 3
above.
d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
There is no material required to be filed as exhibits to this
Schedule.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the Statement to Schedule 13D is true,
correct and complete.
/s/ John D. McKey, Jr. Date: August 4, 2000
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John D. McKey, Jr.
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