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)
6/21/00
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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 _____.
The information required on the reminder 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).
<PAGE>
CUSIP No. 932901 10 1
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1 Name of Reporting Person
LM Investment Group, Inc.
2 Check the Appropriate Box if a Member of a Group a X
----
b
----
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
State of Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power: 1,606,151
8 Shared Voting Power:
9 Sole Dispositive Power: 1,606,151
10 Shared Dispositive Power:
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,606,151
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares * _
13 Percent of Class Represented by Amount in Row (11): 17%
14 Type of Reporting Person *
CO
*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.
<PAGE>
CUSIP No. 932901 10 1
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1 Name of Reporting Person
Jeffrey Leach
2 Check the Appropriate Box if a Member of a Group a X
----
b
----
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: 1,606,151
8 Shared Voting Power:
9 Sole Dispositive Power:
10 Shared Dispositive Power: 1,606,151
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,606,151
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares * _
13 Percent of Class Represented by Amount in Row (11): 17%
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.
<PAGE>
CUSIP No. 932901 10 1
-----------
1 Name of Reporting Person
Tara Mohn
2 Check the Appropriate Box if a Member of a Group a X
----
b
----
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:
8 Shared Voting Power: 1,606,151
9 Sole Dispositive Power:
10 Shared Dispositive Power: 1,606,151
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,606,151
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares * _
13 Percent of Class Represented by Amount in Row (11): 17%
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.
<PAGE>
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
"Wallstreet" or the "Company"), whose principal place of business is located at
1001 Kings Avenue, Suite 200, Jacksonville, Florida 32207.
ITEM 2: IDENTITY AND BACKGROUND
a. This statement on Schedule 13D is being filed jointly by LM Investment
Group, Inc., a Florida corporation ("LM"), the entity which directly
owns 1,606,151 shares of the Company's common stock, and Jeffrey Leach
and Tara Mohn, who are the shareholders of LM. LM, Jeffrey Leach and
Tara Mohn are referred to herein as the Reporting Person.
b. The business address of the Reporting Person is 523 N.E. 47th Street,
Boca Raton, Florida 33431.
c. Occupation: LM was organized for the purpose of managing investments.
The occupation of Mr. Leach is an investment consultant and that
occupation is conducted at 523 NE 47th Street, Boca Raton, Florida
33431. The occupation of Ms. Mohn is an investment consultant and that
occupation is conducted at 523 NE 47th Street, Boca Raton, Florida
33431.
d. During the past five years, none of the Reporting Persons have been
convicted in any criminal proceeding.
e. During the past five years, none of the Reporting Persons have 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. LM was organized under the laws of the State of Florida. The other
Reporting Persons are citizens of the United States of America.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
On June 21, 2000, pursuant to a Plan and Agreement of Reorganization
between Wallstreet, WRS Merger Corp., a wholly-subsidiary of the Company,
Pipeline Technologies, Inc. ("Pipeline") and certain shareholders of the Company
and Pipeline, WRS Merger Corp. was merged with and into Pipeline such that
Pipeline was the survivor and the shareholders of Pipeline received shares of
the Company. Prior to the merger, Pipeline was a privately-held company
organized to develop and sell voice over Internet protocol long distance
services. The 1,606,151 shares of the Company acquired by LM were received in
exchange for its interest in Pipeline.
<PAGE>
Item 4: PURPOSE OF TRANSACTION
The shares owned by the Reporting Person were acquired 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 its investment in the Company
from time to time and make adjustments in its holdings as he deems
appropriate;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
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.
<PAGE>
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 1,606,151 shares of Common Stock of the
Company. Such shares of Common Stock are owned directly by LM. The
Reporting Person's beneficial ownership represents 17% of the issued
and outstanding Common Stock of the Company as of the date of this
Schedule.
b. Mr. Leach, as the president of LM, has the right to vote the shares
owned by LM. Mr. Leach and Ms. Mohn share the power to dispose or
direct the disposition of 1,606,151 shares of Common Stock of the
Company.
c. Other than the transaction described in Item 3 above, the Reporting
Person has not effected any transaction in securities of the Company
in the last 60 days.
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.
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.
LM Investment Group, Inc.
/s/ Jeffrey Leach Date: June 29, 2000
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By: Jeffrey Leach, President
/s/ Jeffrey Leach Date: June 29, 2000
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Jeffrey Leach
/s/ Tara Mohn Date: June 29, 2000
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Tara Mohn
