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 & Sykes, 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)
6/25/98
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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 _____.
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CUSIP No. 932901 10 1
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1 Name of Reporting Person
Clifford C. Thygesen
2 Check the Appropriate Box if a Member of a Group a
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b X*
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3 SEC USE ONLY
4 Source of Funds *
PF
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: 61,333
8 Shared Voting Power: 0
9 Sole Dispositive Power: 61,333
10 Shared Dispositive Power: 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 61,333
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares * [ ]
13 Percent of Class Represented by Amount in Row (11): 6.85%
14 Type of Reporting Person *
IN
*The transactions giving rise to the filing of this Schedule were effected at
the same time as certain other officers or directors of the Company. However,
the Reporting Person expressly disclaims the existence of any group for purposes
of Section 13(d) of the Securities Exchange Act of 1934.
*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 5525 Erindale
Drive, Suite 201, Colorado Springs, Colorado 80918.
ITEM 2: IDENTITY AND BACKGROUND
a. Name--Clifford C. Thygesen
b. Address--4893 Idylwild Trail, Boulder, Colorado 80301
c. Occupation-- Mr. Thygesen is a Director of Wallstreet Racing Stables,
Inc.. He is also the President and Chief Executive Officer of American
Educational Products, Inc. located at 6550 Gunpark Drive, #200,
Boulder, Colorado 80301.
d. During the past five years, Mr. Thygesen has not been convicted in any
criminal proceeding.
e. During the past five years, Mr. Thygesen 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. Thygesen is a citizen of the United States of America.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
Common Stock acquired by the Reporting Person and giving rise to the filing
of this Schedule was acquired in a transaction with the Company. On June 25,
1998, the Reporting Person converted a note receivable from the Company in the
amount of $5,000 into 5,000 shares of Common Stock. Accordingly, no cash was
paid directly by the Reporting Person in connection with this transaction.
However, the cash giving rise to the note receivable was the personal funds of
the Reporting Person.
Item 4: PURPOSE OF TRANSACTION
The ownership which is the subject of this Schedule was acquired by Mr.
Thygesen for the purpose of investment. Mr. Thygesen has no plan to effect any
transaction which would have the effect of, or result in, any of the following:
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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;
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.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
a. As of the date of the filing of this Schedule, Mr. Thygesen is deemed to
beneficially own 61,333 shares of Common Stock of the Company. The
Reporting Person's beneficial ownership represents 6.85% of the issued and
outstanding Common Stock of the Company as of the date of this Schedule.
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b. Mr. Thygesen has the sole power to vote and dispose of 61,333 shares
of Common Stock of the Company.
c. Effective June 25, 1998, the Reporting Person converted an outstanding
note receivable from the Company in the amount of $5,000 into 5,000
shares of Common Stock. The Common Stock acquired in this transaction,
added to the Common Stock previously owned by the Reporting Person,
gives rise to the beneficial ownership reported in this Schedule. The
acquisition giving rise to this Schedule was a private transaction
between the Reporting Person and the Company.
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
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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/ Clifford C. Thygesen
- ------------------------------------- Date: July 9, 1998
Clifford C. Thygesen -----------------------------------
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