UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[ ] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934.
[ X ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from January 1, 2000 to June 30, 2000.
Commission file number: 0-23823
Wallstreet Racing Stables, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1313024
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(State of incorporation) (I.R.S. Identification No.)
1001 Kings Avenue, Suite 200, Jacksonville, FL 32207
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 346-0170
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Securities registered under Section 12 (b) of the Exchange Act: None
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock, $.001 par value
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(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. [X]Yes []No
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [X].
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The aggregate market value of the common stock held by non-affiliates of
the Company was approximately $4,361,662 on September 29, 2000, calculated using
the average between the closing high bid and low asked price thereof as reported
on the OTC Bulletin Board. On September 29, 2000, 9,949,383 shares of common
stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
The Proxy Statement for the Annual Meeting of Shareholders to be held
October 19, 2000 is incorporated by reference herein into Part III, Item 9
through 12.
Transitional Small Business Disclosure Format: [] Yes [X] No
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following is a list of exhibits filed or incorporated by reference into
this Report:
No. Description
2(1) Articles of Merger, Pipeline Technologies, Inc., as the survivor
and WRS Merger Corp., dated April 28, 2000, as filed with the
Secretary of State of the State of Colorado on June 21, 2000.
3.1(2) Articles of Incorporation, Colorado, of Wallstreet Racing
Stables, Inc. as filed on July 18, 1995 with the Colorado
Secretary of State.
3.2(2) Articles of Amendment to the Articles of Incorporation of
Wallstreet Racing Stables, Inc., as filed on September 18,
1995 with the Colorado Secretary of State.
3.3(2) Bylaws of Wallstreet Racing Stables, Inc.
3.4(2) Amendment to the Bylaws of Wallstreet Racing Stables, Inc.
4(2) Form of Certificate for Common Stock.
9 Not applicable.
10.1(5) Employment Agreement between Pipeline Technologies, Inc. and
Timothy J. Murtaugh dated May 1, 2000.
10.2(5) Employment Agreement between Pipeline Technologies, Inc. and
Robert L. Maige dated July 1, 2000.
10.3(5) Lease between Pipeline Technologies, Inc. and Upchurch-Sutton,
Inc., dated February 28, 2000.
10.4(5) Financial Advisory Agreement between Pipeline Technologies, Inc.
and LM Investment Group, Inc. dated May 1, 2000.
10.5(4,5) Services Agreement dated May 1, 2000 between Pipeline
Technologies, Inc. and a network provider.
10.6(4,5) Resale and Distribution Agreement dated April 24, 2000 between
Pipeline Technologies, Inc. and a national calling
card distributor.
10.7(5) Form of Convertible Loan Agreement dated June 21, 2000.
10.8(2) Non-Qualified Stock Option and Grant Plan dated August 1, 1995.
11 Not applicable.
12 Not applicable.
16(3) Letter, dated August 21, 2000, from former certifying
accountant, Kish Leake & Associates, P.C.
21(5) List of subsidiaries.
23 Not applicable.
24 Not applicable.
25 Not applicable.
26 Not applicable.
27(*) Financial Data Schedule.
99 Not applicable.
* Filed herewith.
(1) Filed as an Exhibit to Form 8-K dated July 5, 2000 and incorporated herein
by reference.
(2) Filed as an Exhibit to Form SB-2, File No. 333-29859, on June 20, 1997 and
incorporated herein by reference.
(3) Filed as an Exhibit to Form 8-K/A dated July 24, 2000 and incorporated
herein by reference.
(4) Material identifying the party to this agreement has been omitted pursuant
to a request for confidential treatment and filed separately with the
Commission.
(5) Filed as an Exhibit to our Annual Report on Form 10-KSB, filed October 3,
2000 and incorporated herein by reference.
(b) Reports on Form 8-K.
(i) Form 8-K dated June 21, 2000 to report changes in control of
Registrant;
(ii) Form 8-K/A dated June 21, 2000 to report Financial Statements,
Proforma Financial Information and Exhibits;
(iii)Form 8-K dated July 24, 2000 to report Changes In Registrant's
Certifying Accountant;
(iv) Form 8-K/A dated July 24, 2000 to report Changes In Registrant's
Certifying Accountant; and
(v) Form 8-K dated August 22, 2000 to report Change In Fiscal Year.
<PAGE>
SIGNATURES
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 thereunto duly authorized in Jacksonville, Florida on
the 5th day of October, 2000.
WALLSTREET RACING STABLES, INC.
By: /s/ Timothy J. Murtaugh
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Timothy J. Murtaugh, President,
Chief Executive Officer
Pursuant to the requirements of the Security Exchange Act of 1934, as amended,
this Report has been signed by the following persons in the capacities and on
the dates indicated.
Signatures Title Date
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/s/ Timothy J. Murtaugh President, Chief Executive October 5, 2000
------------------------- Officer, and Director ---------------
Timothy J. Murtaugh
/s/ Robert L. Maige, Jr. Chief Financial Officer, October 5, 2000
------------------------- Treasurer and Director ---------------
Robert L. Maige, Jr.
/s/ John D. McKey, Jr. Director
------------------------- October 5, 2000
John D. McKey, Jr. ---------------
