SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date of Report (Date of Earliest Event Reported): June 21, 2000
-------------
WALLSTREET RACING STABLES, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-23823 84-1313024
-------- ------------- ------------------
(State or other juris- (Commission (I.R.S. Employer
diction of incorpora- File Number) Identification No.)
tion)
1001 Kings Avenue, Suite 200
Jacksonville, Florida 32207
--------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (904) 346-0170
--------------
(Former name or former address, if changed since last report): N/A
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements of Business Acquired.
------------------------------------------
Report of Independent Auditors.
Consolidated Balance Sheets at December 31, 1999 and June 30, 2000.
Consolidated Statements of Operations for the six months ended June
30, 2000, December 2, 1999 (Inception) through December 31, 1999, and
December 2, 1999 (Inception) through June 30, 2000.
Consolidated Statement of Stockholders' (Deficit) for the period
December 2, 1999 (Inception) to June 30, 2000.
Consolidated Statement of Cash Flows for the six months ended June 30,
2000, December 2, 1999 (Inception) through December 31, 1999, and
December 2, 1999 (Inception) through June 30, 2000.
Notes to Consolidated Financial Statements
b. Pro-Forma Financial Information.
--------------------------------
Pro-Forma Statement of Operations for the period from Inception
(December 2, 1999) to December 31, 1999.
Pro-Forma Statement of Operations for the six months ended June 30,
2000.
Pro-Forma Financial Statements Summary (unaudited).
Notes to Unaudited Pro-Forma Financial Statements.
2
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
Jacksonville, Florida
We have audited the accompanying consolidated balance sheets of Wallstreet
Racing Stables, Inc. dba Pipeline Technologies, Inc., A Development Stage
Company, as of December 31, 1999 and June 30, 2000, and the related statements
of operations, stockholders' (deficit) and cash flows for the period December 2,
1999 (inception) to December 31, 1999 and the six months ended June 30, 2000.
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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide 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 Wallstreet Racing Stables, Inc.
dba Pipeline Technologies, Inc., A Development Stage Company, as of December 31,
1999 and June 30, 2000, and the results of its operations, and its cash flows
for the period December 2, 1999 (inception) to December 31, 1999 and the six
month period ended June 30, 2000, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has negative working capital. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also discussed in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Stark Tinter & Associates, LLC
----------------------------------
Stark Tinter & Associates, LLC
Denver, Colorado
August 4, 2000
3
<PAGE>
<TABLE>
WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED BALANCE SHEETS
<CAPTION>
ASSETS
December 31, 1999 June 30, 2000
-------------------- ------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 395 $ 228,055
Accounts receivable-related party 3,820 18,201
-------------------- ------------------
Total current assets 4,215 246,256
-------------------- ------------------
PROPERTY AND EQUIPMENT, net of depreciation - 32,376
-------------------- ------------------
$ 4,215 $ 278,632
==================== ==================
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 596 $ 75,001
Accrued expenses-related party 12,227 13,327
Notes payable - 925,000
-------------------- ------------------
Total current liabilities 12,823 1,013,328
-------------------- ------------------
STOCKHOLDERS' (DEFICIT)
Common stock, $0.001 par value, 15,000,000 shares
authorized, 8,453,425 and 9,949,383 shares issued
and outstanding 1,000 1,500
Additional paid in capital - 252,459
Deficit accumulated during the development stage (9,608) (988,655)
-------------------- ------------------
(8,608) (734,696)
-------------------- ------------------
$ 4,215 $ 278,632
==================== ==================
</TABLE>
The Notes to Financial Statements are an integral part of these statements
4
<PAGE>
<TABLE>
WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
DECEMBER 2, 1999 DECEMBER 2, 1999
SIX MONTHS (INCEPTION) (INCEPTION)
ENDED THROUGH THROUGH
JUNE 30, 2000 DECEMBER 31, 1999 JUNE 30, 2000
----------------- ------------------ ------------------
<S> <C> <C> <C>
REVENUES $ 1,095 $ - $ 1,095
COST OF GOODS SOLD 2,137 - 2,137
----------------- ------------------ ------------------
GROSS (LOSS) (1,042) - (1,042)
----------------- ------------------ ------------------
GENERAL AND ADMINISTRATIVE EXPENSES 976,569 9,608 986,177
----------------- ------------------ ------------------
(LOSS) FROM OPERATIONS (977,611) (9,608) (987,219)
----------------- ------------------ ------------------
OTHER INCOME (EXPENSE)
Rental income 4,260 - 4,260
Interest expense (5,696) - (5,696)
----------------- ------------------ ------------------
(1,436) - (1,436)
----------------- ------------------ ------------------
NET (LOSS) $ (979,047) $ (9,608) $ (988,655)
================= ================== ==================
PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED) 8,502,406 8,453,425 8,495,906
================= ================== ==================
NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED) $ (0.12) $ (0.00) $ (0.12)
================= ================== ==================
</TABLE>
The Notes to Financial Statements are an integral part of these statements
5
<PAGE>
<TABLE>
WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE PERIOD DECEMBER 2, 1999 (INCEPTION) TO JUNE 30, 2000
<CAPTION>
Common Stock Additional Total
--------------------- Paid in Accumulated Shareholders'
Shares Amount Capital Deficit (Deficit)
--------- -------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 2, 1999 - $ - $ - $ - $ -
Stock issued at inception 8,453,425 1,000 - - 1,000
Net (loss) for the period ended December 31, 1999 - - (9,608) (9,608) (9,608)
--------- -------- --------- ----------- ----------
Balance, December 31, 1999 8,453,425 1,000 - (9,608) (8,608)
Shares issued for reorganization 995,958 - - - -
Shares issued for conversion of notes 500,000 500 252,459 - 252,959
Net (loss) for the six months ended June 30, 2000 - - - (979,047) (979,047)
--------- -------- --------- ----------- ----------
Balance, June 30, 2000 9,949,383 $1,500 $252,459 $(988,655) $(734,696)
========= ======== ========= =========== ==========
</TABLE>
The Notes to Financial Statements are an integral part of these statements
6
<PAGE>
<TABLE>
WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
DECEMBER 2, 1999 DECEMBER 2, 1999
SIX MONTHS (INCEPTION) (INCEPTION)
ENDED THROUGH THROUGH
JUNE 30, 2000 DECEMBER 31, 1999 JUNE 30, 2000
----------------- ------------------ ------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net (loss) $ (979,047) $ (9,608) $ (988,655)
Adjustments to reconcile net (loss) to net cash
flows from operating activities:
Depreciation 1,005 - 1,005
Changes in:
Accounts receivable-related party (14,381) (3,820) (18,201)
Accounts payable and accrued expenses 74,405 596 75,001
Accrued expenses-related party 1,100 12,227 13,327
----------------- ------------------ ------------------
Net cash (used in) operating activities (916,918) (605) (917,523)
----------------- ------------------ ------------------
INVESTING ACTIVITIES
Purchase of property and equipment (33,381) - (33,381)
----------------- ------------------ ------------------
Net cash (used in) investing activities (33,381) - (33,381)
----------------- ------------------ ------------------
FINANCING ACTIVITIES
Proceeds from issuance of stock - 1,000 1,000
Proceeds from note payable 1,252,959 - 1,252,959
Payments on notes payable (75,000) - (75,000)
----------------- ------------------ ------------------
Net cash provided by financing activities 1,177,959 1,000 1,178,959
----------------- ------------------ ------------------
Net increase in cash 227,660 395 228,055
CASH AT BEGINNING OF YEAR 395 - -
----------------- ------------------ ------------------
CASH AT END OF YEAR $ 228,055 $ 395 $ 228,055
================= ================== ==================
SUPPLEMENTAL CASHFLOW INFORMATION:
Cash paid for:
Interest $ - $ - $ -
================= ================== ==================
Income taxes $ - $ - $ -
================= ================== ==================
NON CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of notes payable to common stock $ 252,959 $ - $ 252,959
================= ================== ==================
</TABLE>
The Notes to Financial Statements are an integral part of these statements
7
<PAGE>
Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
A Development Stage Company
Notes to the Consolidated Financial Statements
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
On July 18, 1995 Wallstreet Racing Stables, Inc. (the Company) was
incorporated under the laws of Colorado. Wallstreet Racing Stables,
Inc.'s primary purpose was to engage in all phases of the thoroughbred
horse racing industry.
On June 21, 2000 Pipeline Technologies, Inc. (Pipeline) completed a
reorganization with Wallstreet Racing Stables, Inc., which at that
time had no assets or liabilities. In conjunction therewith,
Wallstreet Racing Stables, Inc. issued 8,453,425 (89%) shares of its
common stock for all of the issued and outstanding common shares of
Pipeline. This reorganization has been accounted for as though it were
a recapitalization of Pipeline and sale by Pipeline of 995,958 (11%)
shares of common stock in the exchange for the net assets of
Wallstreet Racing Stables, Inc. The Company is in the business of
providing telecommunications services and doing business as Pipeline
Technologies, Inc.
Basis of reporting
The Company's financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business.
The Company has experienced recurring losses from operations as a
result of its general and administrative expenses necessary to achieve
its operating plan which is long-range in nature. For the period ended
December 2, 1999 (inception) through December 31, 1999 and the six
months ended June 30, 2000 the Company realized net losses of $9,608
and $979,047, respectively. In addition, the Company has a working
capital deficit of $767,072 at June 30, 2000.
The Company's ability to continue as a going concern is contingent
upon its ability to secure financing from outside sources, implement
its business plan and attain profitable operations. In addition, the
Company's ability to continue as a going concern must be considered in
light of the problems, expenses and complications frequently
encountered by entrance into established markets.
The Company is pursuing financing for its operations and seeking
additional private placement investment. Failure to secure such
financing or to raise additional private placement investment may
result in the Company depleting its available funds and not being able
pay its obligations or begin operations.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may
result from the possible inability of the Company to continue as a
going concern.
8
<PAGE>
Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
A Development Stage Company
Notes to the Consolidated Financial Statements
Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary. All significant intercompany
accounts and transactions have been eliminated in consolidation.
Depreciation
Property and equipment are depreciated or amortized using the
straight-line method over the following estimated useful lives:
Furniture and office equipment 3-5 years
Leasehold Improvements 5 years
Depreciation expense for the six month period ended June 30, 2000 was
$1,005. There was no depreciation expense for the period December 2,
1999 (inception) through December 31, 1999.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of
June 30, 2000. The respective carrying value of certain
on-balance-sheet financial instruments approximated their fair values.
These financial instruments include cash, accounts receivable,
accounts payable, accrued expenses, and notes payable. Fair values
were assumed to approximate carrying values for these financial
instruments because they are short term in nature and their carrying
amounts approximate fair values or they are receivable or payable on
demand.
Impairment of long-lived assets
The Company periodically reviews the carrying amount of its
identifiable assets to determine whether current events or
circumstances warrant adjustments to such carrying amounts. If an
impairment adjustment is deemed necessary, such loss is measured by
the amount that the carrying value of such assets exceed their fair
value. Considerable management judgement is necessary to estimate the
fair value of assets, accordingly, actual results could vary
significantly from such estimates. Assets to be disposed of are
carried at the lower of their financial statement carrying amount or
fair value less costs to sell. As of June 30, 2000, management does
not believe there is any impairment of the carrying amounts of assets.
Revenue recognition
Revenue is recognized when telecommunications service are performed.
Advertising costs
The Company expenses all costs of advertising as incurred. Total
advertising expense for the period December 2, 1999 (inception) through
December 31, 1999 and the six month period ended June 30, 2000 was
$6,767 and $34,449, respectively.
9
<PAGE>
Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
A Development Stage Company
Notes to the Consolidated Financial Statements
Income taxes
The Company follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") for recording the
provision for income taxes. Deferred tax assets and liabilities are
computed based upon the difference between the financial statement and
income tax basis of assets and liabilities using the enacted marginal
tax rate applicable when the related asset or liability is expected to
be realized or settled. Deferred income tax expenses or benefits are
based on the changes in the asset or liability each period. If
available evidence suggests that it is more likely than not that some
portion or all of the deferred tax assets will not be realized, a
valuation allowance is provided to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes
in such valuation allowance are included in the provision for deferred
income taxes in the period of change.
Net (Loss) per Common Share
The Company calculates net income (loss) per share as required by SFAS
No. 128, "Earnings per Share." Basic earnings (loss) per share is
calculated by dividing net income (loss) by the weighted average number
of common shares outstanding for the period. Diluted earnings (loss)
per share is calculated by dividing net income (loss) by the weighted
average number of common shares and dilutive common stock equivalents
outstanding. During the periods presented common stock equivalents were
not considered as their effect would be anti- dilutive.
Comprehensive Income
The Company follows Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130
establishes standards for reporting and display of comprehensive
income and its components in the financial statements.
Segment Reporting
The Company follows Statement of Financial Accounting Standards No.
131, "Disclosures About Segments of an Enterprise and Related
Information." The Company operates as a single segment and will
evaluate additional segment disclosure requirements as it expands its
operations.
Cash and cash equivalents
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
10
<PAGE>
Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
A Development Stage Company
Notes to the Consolidated Financial Statements
Recent Pronouncements
The FASB recently issued Statement No 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB
Statement No. 133". The Statement defers for one year the effective
date of FASB Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities". The rule now will apply to all fiscal quarters
of all fiscal years beginning after June 15, 2000. In June 1998, the
FASB issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which is required to be adopted in years beginning
after June 15, 1999. The Statement permits early adoption as of the
beginning of any fiscal quarter after its issuance. The Statement will
require the Company to recognize all derivatives on the balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair
value through income. If the derivative is a hedge, depending on the
nature of the hedge, changes in the fair value of derivatives will
either be offset against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings or recognized in
other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not
yet determined what the effect of SFAS No. 133 will be on the earnings
and financial position of the Company.
Note 2. PROPERTY AND EQUIPMENT
The following is a summary of property and equipment at cost, less
accumulated depreciation at June 30, 2000:
Furniture and fixtures $ 19,549
Leasehold improvements 13,832
-------------
33,381
Less: Accumulated depreciation 1,005
-------------
Total $ 32,376
=============
Note 3. NOTES PAYABLE
Convertible notes payable were issued for cash to be used for operations.
The following are summaries of notes payable at June 30, 2000:
Short-term:
12% convertible notes, interest payable semi-annually,
convertible including accrued interest, at the holders'
discretion into shares of Common Stock at rate of
$2.00 per share
$925,000
========
Note 4. CONTINGENCIES
The Company is a defendant in a lawsuit filed by a former affiliate
alleging fraud in the inducement to enter into a settlement agreement.
Plaintiff also alleges lost opportunity. The Company feels that the claims
are barred by the former settlement agreement. Additionally, the Company
has an indemnity agreement with LM Investment Group ("LM"). The Company
believes the claims are without merit and intends to vigorously defend
them. The Company will also look to LM if any loss is ascribed to the
Company.
Note 5. STOCKHOLDERS' EQUITY
At inception Pipeline issued 8,453,425 shares of common stock for cash
aggregating $1,000.
During the six months ended June 30, 2000, the Company accepted $252,959
worth of stock subscriptions in conversion of notes payable.
11
<PAGE>
Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
A Development Stage Company
Notes to the Consolidated Financial Statements
Note 6. INCOME TAXES
The Company has a Federal net operating loss carryforward of approximately
$989,000, which will expire between the years 2018 and 2019. The deferred
tax asset relating to the tax benefit of this net operating loss has been
offset by a full allowance for realization.
Note 7. RELATED PARTY TRANSACTIONS
Certain officers of the Company loan money to the Company at various times
during the year when cash is needed. The balance due these officers was
$13,327 at June 30, 2000.
The Company leases office space to a company owned by an officer of the
Company for $2,130 per month. Total rental income collected for the six
months ended June 30, 2000 was $4,260.
Note 8. CONCENTRATION OF CREDIT RISK
The Company's funds are deposited in a federally insured institution which
insures deposits up to $100,000. As of June 30, 2000 the funds under
deposit exceed this insured amount by $126,968.
NOTE 9. LEASE OBLIGATION
The Company leases office space under an operating lease arrangement. The
lease expires on March 31, 2005.
Minimum future lease payments on the office lease are as follows:
Year Amount
---- --------
2001 $ 61,992
2002 64,239
2003 66,492
2004 68,739
2005 17,325
----------
$ 278,787
==========
For the six month period ended June 30, 2000, the amount charged to
operations for rent expense was $5,352. There was no rent expense charged
to operations for the period December 2, 1999 (inception) to December 31,
1999.
12
<PAGE>
<TABLE>
WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
PRO-FORMA STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION (DECEMBER 2, 1999) TO DECEMBER 31, 1999
<CAPTION>
WALLSTREET
RACING PIPELINE
STABLES, INC. TECHNOLOGIES, INC. Adjustments Pro-Forma
----------------- ------------------ ------------- --------------
<S> <C> <C> <C> <C>
REVENUES $ 3,349 $ - $ - $ 3,349
COST OF GOODS SOLD - - - -
----------------- ------------------ ------------- --------------
GROSS PROFIT 3,349 - - 3,349
----------------- ------------------ ------------- --------------
GENERAL AND ADMINISTRATIVE EXPENSES 11,329 9,608 - 20,937
----------------- ------------------ ------------- --------------
(LOSS) FROM OPERATIONS (7,980) (9,608) - (17,588)
----------------- ------------------ ------------- --------------
OTHER INCOME (EXPENSE) 2,494 - - 2,494
----------------- ------------------ ------------- --------------
NET (LOSS) $ (5,486) $ (9,608) $ - $ (15,094)
================= ================== ============= ==============
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED) 8,453,425
==============
NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED) $ (0.00)
==============
</TABLE>
The Notes to Financial Statements are an integral part of these statements
13
<PAGE>
<TABLE>
WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
PRO-FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
<CAPTION>
WALLSTREET
RACING PIPELINE
STABLES, INC. TECHNOLOGIES, INC. Adjustments Pro-Forma
----------------- ------------------ ------------- --------------
<S> <C> <C> <C> <C>
REVENUES $ - $ 1,095 $ - $ 1,095
COST OF GOODS SOLD - 2,137 - 2,137
----------------- ------------------ ------------- --------------
GROSS PROFIT - (1,042) - (1,042)
----------------- ------------------ ------------- --------------
GENERAL AND ADMINISTRATIVE EXPENSES 166,212 976,569 - 1,142,781
----------------- ------------------ ------------- --------------
(LOSS) FROM OPERATIONS (166,212) (977,611) - (1,143,823)
----------------- ------------------ ------------- --------------
OTHER INCOME (EXPENSE) 139,458 (1,436) - 138,022
----------------- ------------------ ------------- --------------
NET (LOSS) $ (26,754) $ (979,047) $ - $(1,005,801)
================= ================== ============= ==============
WEIGHTED AVERAGE SHARES OUTSTANDING
(BASIC AND DILUTED) 8,502,406
==============
NET (LOSS) PER COMMON SHARE
(BASIC AND DILUTED) $ (0.12)
==============
</TABLE>
The Notes to Financial Statements are an integral part of these statements
14
<PAGE>
WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
PRO FORMA FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(UNAUDITED)
SUMMARY
-------
The accompanying unaudited pro forma financial statements give effect to the
combination of Pipeline Technologies, Inc. ("Pipeline") and Wallstreet Racing
Stables, Inc. ("Wallstreet") effective on June 21, 2000.
The statements presented include the pro forma income statements for the period
from the inception of Pipeline (December 2, 1999) to December 31, 1999 and for
the six months ended June 30, 2000. The pro forma financial statements were
derived from the unaudited interim financial statements for Wallstreet for the
three months ended December 31, 1999 and the period from July 1, 1999 to June
21, 2000 and the audited financial statements for Pipeline for the period from
inception (December 2, 1999) to December 31, 1999 and the six months ended June
30, 2000. The pro forma statements of operations assume that the combination
took place at the beginning of the period presented.
The pro forma financial statements give effect to the combination as a
recapitalization of Pipeline. The pro forma assumptions and adjustments are set
forth in the accompanying notes to the pro forma financial statements.
The results of operations are not necessarily indicative of those which would
have been attained had the transaction occurred at the beginning of the periods
presented. The pro forma financial statements should be read in conjunction with
the historical financial statements of Wallstreet and Pipeline.
15
<PAGE>
WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying pro forma financial statements give effect to the combination
of Wallstreet and Pipeline effective on June 21, 2000. The acquisition was
effected by the exchange of all of the issued and outstanding common shares of
Pipeline for 8,453,425 common shares of Wallstreet (89% of the issued and
outstanding common stock of Wallstreet).
The statements presented include the pro forma income statement for the period
from the inception Pipeline (December 2, 1999) to December 31, 1999 and the six
months ended June 30, 2000.
Pro forma basic earnings (loss) per share is computed using the weighted average
number of common shares of Pipeline outstanding for the periods presented.
16
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
WALLSTREET RACING STABLES, INC.
Date: September 1, 2000 By: /s/ Timothy J. Murtaugh
----------------------------------
Timothy J. Murtaugh, President
17
