UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           Registration No. 333-79831

                               PIPELINE DATA INC.
                                   Form 10-KSB

           X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF    1934
             For the fiscal year ended December 31, 2001

          _ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
            SECURITIES  EXCHANGE ACT    OF 1934

For the transition period from ---------------- to -------------------

                Delaware                         13-3953764
              ------------                    ----------------
     (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization)          Identification No.)

             250 East Hartsdale Avenue, Suite 21, Hartsdale NY 10530
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (914) 725-7028
        Securities registered under Section 12(g) of the Exchange Act: NA

Check  whether the issuer (1) 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 there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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

State issuer's revenues for its most recent fiscal year. -0-



<PAGE>

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.) As of March 15, 2002, there were 3,386,890 shares of
the registrant's  common stock,  par value $0.001 issued and outstanding.  As of
April  5,  2002,  the  market  value of  securities  held by  non-affiliates  is
$1,299,599  based on the  average of the high and low bid prices as  reported by
Yahoo.com. for the 60 day period ending April 5, 2002. These calculations do not
reflect the SecurePay transaction. These quotations reflect inter-dealer prices,
without retail  mark-up,  mark-down or  commissions,  and may not reflect actual
transactions. (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 3,386,890 shares of common stock, par
value $0.001, as of March 15, 2002.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report  to  security   holders  for  fiscal  year  ended   December  24,  1990).
Post-effective  Amendment  No.  2 to our  registration  statement  as  filed  on
September 20, 2001.

Transitional Small Business Disclosure Format (Check one): Yes _ ; No X



<PAGE>
                                TABLE OF CONTENTS

Item Number and Caption

PART I

ITEM 1. Business............................................................. 2

ITEM 2. Properties........................................................... 6

ITEM 3. Legal Proceedings.................................................... 6

ITEM 4. Submission of Matters to a Vote of Security Holders..... ............ 6

PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters............. 6

ITEM 6. Management's Discussion and Analysis of Financial Condition and
       Results of Operations................................................. 8

ITEM 7. Financial Statements................................................ 11

ITEM 8. Changes in and Disagreements with Accountants on
       Accounting and Financial Matters..................................... 11

PART III

ITEM 9. Directors and Executive Officers.................................... 12

ITEM 10. Executive Compensation............................................. 12

ITEM 11. Security Ownership of Certain Beneficial Owners
        and Management...................................................... 15

ITEM 12. Certain Relationships and Related Transactions..................... 15

ITEM 13. Exhibits and Reports on Form 8-K................................... 16



<PAGE>



               ANNUAL REPORT ON FORM 10KSB FOR PIPELINE DATA INC.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     To the extent that the information  presented in this Annual Report on Form
10-KSB for the year ended  December 31, 2001  discusses  financial  projections,
information  or  expectations  about the products or markets of our company,  or
otherwise   makes   statements   about  future  events,   such   statements  are
forward-looking.  We are making these forward-looking  statements in reliance on
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.   Although  we  believe   that  the   expectations   reflected   in  these
forward-looking  statements  are based on  reasonable  assumptions,  there are a
number of risks and  uncertainties  that could  cause  actual  results to differ
materially from such forward-looking  statements.  These risks and uncertainties
are  described,  among other  places in this  Annual  Report,  in  "Management's
Discussion and  Analysis".  Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which speak only as of the date hereof.  In
addition,  we disclaim any obligations to update any forward-looking  statements
to reflect events or  circumstances  after the date of this Annual Report.  When
considering  such  forward-looking  statements,  readers should keep in mind the
risks  referenced  above  and the other  cautionary  statements  in this  Annual
Report.



<PAGE>
                                     PART I

Item 1. Business.

a.   Business Development.

We are a Delaware,  development stage, corporation that was incorporated in June
1997.   We   launched   the   initial    beta-version    of   our   website   at
http:/www.healthpipeline.com  in August  1999.  This beta  version  contains the
initial collection of an on-line library of current  healthcare,  pharmaceutical
and biotechnology information. Our beta site has limited functionality.  We plan
to continue the development of our company through various phases.

To complete the development of our web-site, we require:

     o    a  web-enabled   platform  by  which  we  can  implement  an  Internet
          application  that will be  scalable  (capable  of  growing  to support
          additional users) enough to handle hundreds or thousands of users, yet
          flexible enough to meet continually changing business requirements and

     o    highly defined customization  enabling a subscriber to specify his/her
          fields of interest within the entire spectrum of data.

We engaged Rainbow Media in 1999 to act as our promotional agent.  Rainbow Media
commenced a market study upon  retention.  We asked them to update this study in
2000. Rainbow Media reported consolidations and weakness in the Medical Internet
sector.  They  presented a negative  view of the  potential  for success in this
market.  However,  they  reported  that  the  provisions  of data to the  public
vis-a-vis the Internet has good business potential.

On  November  1, 2000,  we loaned  $200,000 to  Accu-Search  Inc.,  a New Jersey
corporation.  In  consideration of the issuance of the loan,  Accu-Search,  Inc.
granted us a  perpetual,  non-transferable  and  non-sublicensable  royalty free
license to utilize an automated software process which will enable us to improve
the  functionality of our website.  Specifically,  we anticipate that we will be
able to employ the licensed  software  process in the  internal  workings of our
website  to  enable  us to  receive  documents  in any  readable  form  from our
contributors  and  convert  them  into an Adobe  readable  format.  The loan was
evidenced by Accu-Search,  Inc.'s  promissory note that accrues  interest at the
rate of 12% annually.  The principal amount of the promissory note together with
accrued interest was due and payable on December 31, 2001.

On March 14, 2002,  Accu-Search  renegotiated their note with us. As of December
31, 2002,  the balance of principal  and interest due  aggregated  $230,000.  We
agreed to settle this balance due as follows. We shall convert the $228,000 into
preferred stock of Accu-Search.  They will also pay an upfront payment of $4,000
in cash. In addition,  Accu-Search pay our company 3% interest quarterly equally
$6,840,  per  quarter  and will  provide  Pipeline  Data two years web access to
Accu-Search's  on-line data and map system.  Final contracts are being finalized
and it is expected that this  transaction  should be signed and monies delivered
on or about April 30th.

Our  relationship  with  Accu-Search  and our report from  Rainbow  Media helped
result  in our  concentrating  more  on the  data-base  delivery  aspect  of our
business.  A consequence  of this was  commencement  of  negotiations  to aquire
National  Pre-Planning,  Inc. While a letter of intent was signed on October 31,
2001, no deal was ever consummated.

On March 8th, 2002, Jack Rubinstein, our chairman of the board, lent our company
$100,000 for working  capital  purposes.  The promissory  note  evidencing  this
transaction  has a term of one year and bears simple interest at the rate of 8%.
The  principal  and  interest of the note is  convertible  into common  stock of
Pipeline at the then current market price of $0.35 per share.  In  consideration
for the loan, Mr. Rubinstein received warrants to purchase 100,000 shares of our
common stock for the current market price of $0.35 per share.
<PAGE>

Effective March 19, 2002, we acquired SecurePay, Inc., an integrated provider of
transaction processing services,  gateway services, related software application
products and value added services to wireless and Internet merchants.  SecurePay
supplies  transaction  processing support for all major credit and charge cards,
including Visa, MasterCard,  American Express,  Discover,  Diners Club, and JCB.
The  company  also  offers  access  to check  verification  services.  SecurePay
provides  merchants  with a broad  range  of  transaction  processing  services,
including  transaction  authorization,  data  transmission  and billing  dispute
resolution.  The company is an industry  leader in the  development  of software
applications  that  can be  delivered  through  its  proprietary  host  network.
SecurePay  utilizes multiple  channels to market its products and services.  The
company holds various  strategic  alliances  with PDA device  manufacturers  and
software  developers,  as well as with industry  leaders in Internet banking and
processing.

As a result of this transaction,  SecurePay becomes our wholly owned subsidiary.
The  acquisition of SecurePay was  accomplished by a stock for stock exchange in
which we acquired all of the issued and outstanding common stock of SecurePay in
exchange  for the  issuance of seven  million six hundred  thousand  (7,600,000)
newly issued shares of our common stock.  The former  shareholders  of SecurePay
have certain earn-in  capabilities based upon revenue milestones achieved within
a specified  period of time.  Seven  million six  hundred  thousand  (7,600,000)
shares of our common  stock are being held in  escrow.  If and when  SecurePay's
gross  revenue run rate  reaches  $100,000 per month as  determined  by our most
recent Form 10Q or Form 10K, then we shall issue an additional  3,800,000 shares
of our common stock to former shareholders of SecurePay. If and when SecurePay's
gross  revenue run rate  reaches  $200,000 per month as  determined  by the most
recent Form 10Q or Form 10K then we shall issue an  additional  3,800,000 of our
shares of common  stock to  former  SecurePay  shareholders.  The  deadline  for
meeting these revenue targets terminates on March 31, 2005.

While no assurance can be given, we believe that with this acquisition,  we will
have the revenues, infrastructure, and personnel necessary to rapidly expand our
services.  With the acquisition of SecurePay,  Mr. Rubinstein will remain as our
chairman of the board.  MacAllister  Smith will join our board of  Pipeline  and
will  become our  president  and chief  executive  officer.  Mr.  Smith has held
ownership   positions  in  two  transaction   processing   companies  that  have
successfully  merged with public  companies,  Pinnacle  Financial  Technologies,
Access  Services,  Inc.  Previously,  he was regional  vice  president  for NOVA
Information  Systems,  Inc.  (NYSE:  NIS). Mr. Anthony  Reynolds will become our
chief  technology  officer.  Ms.  Maureen  Bell will become the chief  operating
officer of SecurePay.  Ms. Bell has many years of  management  experience in the
credit card  processing  industry on both the  acquiring  and issuing sides with
such major card processing companies as TSYS, Inc. and Lynk Systems, Inc.

Our  principal  offices  are  located at 250 East  Hartsdale  Avenue,  Suite 21,
Hartsdale NY 10530. Our telephone number is 914-725-7028. Our website is located
at http://www.healthpipeline.com.  The offices of our subsidiary, SecurePay, are
located  at  1599  Washington  Street,  Braintree,  MA  at 8  Dartmouth  Street,
Humarock,  MA. at 8 Dartmouth  Street,  Humarock,  MA. The operations center for
SecurePay is located at 13339 North Central Expressway Suite 100, Dallas, Texas.
SecurePay's  main  office  telephone  number is  (800)932-5708.  Its  website is
located at http://www.securepay.com.
<PAGE>


b.   Business of Issuer.

1.   Principal products or services and their markets;

Pipeline Data
-------------

While  Pipeline  Data intends to become an on-line  direct  marketing  agent and
referral site, the market study updated for us by Rainbow Media in 2000 reported
consolidations  and weakness in the Medical  Internet  sector.  They presented a
negative  view of the  potential  for  success  in this  market.  However,  they
reported that the  provisions  of data to the public  vis-a-vis the Internet has
good business  potential.  We will continue to execute our business plan to be a
pipeline of data to the public.  We believe that our acquisition of SecurePay as
our wholly owned subsidiary transitions our business plan from solely that of an
information  outsource  service  provider  in  the  healthcare  industry  to  an
information and money transactions platform for government and merchant Internet
users.

Our Subsidiary SecurePay
------------------------

Our subsidiary,  SecurePay Corporation, is an integrated provider of transaction
processing services, gateway services, related software application products and
value added services  primarily to  small-to-medium  sized  merchants  operating
either in the physical "brick and mortar" world,  mobile merchant  (wireless) or
the virtual  world of the  Internet.  SecurePay  developed  and began  marketing
technologies  and services that provide secure,  convenient  means of making and
accepting  payments  over  the  Internet,  wireless  devices  and  Web  (TCP/IP)
connected  PC and cash  registers.  SecurePay  provides  transaction  processing
support  for all major  credit and charge  cards,  including  Visa,  MasterCard,
American  Express,  Discover,  Diner's Club and JCB, and also provides access to
debit card processing and check  verification  services.  It provides  merchants
with a broad range of transaction  processing  services,  including  authorizing
card transactions at the point-of-sale,  capturing and transmitting  transaction
data,  effecting the settlement of payments and assisting merchants in resolving
billing  disputes  with their  customers.  In addition,  SecurePay has developed
several value-added software applications that can be delivered to its customers
and updated  via its  proprietary  host  network  (the  "SecurePay  Host").  The
capabilities  of the  SecurePay  Host  result  in  rapid  response  time and its
substantial  bandwidth  facilitates  the delivery of  sophisticated  value added
services.  SecurePay's  ability to effectively employ technology,  together with
the  capabilities  of the  SecurePay  Host,  enable it to  respond  quickly  and
effectively to the changing and diverse needs of its merchant customers.

Merchant Services Provided By SecurePay
---------------------------------------

Authorization Services

SecurePay provides electronic  transaction  authorization services for all major
credit and charge cards  originating  from  wireless  devices and the  Internet.
Authorization  generally  involves  approving  a  cardholder's  purchase  at the
point-of-sale  after  verifying that the card is not lost or stolen and that the
purchase  amount  is  within  the  cardholder's  credit or  account  limit.  The
electronic  authorization  process for a credit card transaction begins when the
merchant  "swipes"  the card  through its POS  terminal or via the  Internet and
enters the dollar amount of the  purchase.  After  capturing  the data,  the POS
terminal  transmits  the  authorization  request via the  SecurePay  Host to the
Company's  switching center,  where the data is routed to the appropriate credit
card association for  authorization.  The transaction is approved or declined by
the credit card association, and the response is transmitted back to SecurePay's
switching center, where it is routed to the appropriate merchant.
<PAGE>

Data Capture and Reporting Services

At the time of  authorization,  data  relating to the  transaction,  such as the
purchase price and card number,  is stored by the SecurePay Host. This maximizes
accurate  transaction  reconciliation  with each  merchant and protects  against
potential  loss of data.  The file is maintained by SecurePay in its database to
allow it to run its proprietary fraud detection software program against each of
the  day's  transactions  processed  via  the  SecurePay  Host  and  to  provide
customized  reporting  applications.  This  information also allows SecurePay to
provide  merchants  with  information  services such as  specialized  management
reports,  accounting  export files and to assist in its other  customer  service
operations. Merchants can access this archived information through the SecurePay
Host which allows the  merchant  direct  access to its database  through a PC or
wireless device.


Software Application Products And Value-Added Services

In addition to card  transaction  processing,  SecurePay offers related software
application products and value-added  services to its merchant customers.  These
products and services  are designed to run on Internet  connected  Windows-based
PCs and  wireless  devices.  Offering a broad  range of  products  and  services
historically  unavailable to small-to-medium sized merchants is an integral part
of  SecurePay's  strategy  of focusing on these  merchants  and  differentiating
itself  among the  banks  and ISO's  serving  this  market  segment.  Management
believes that the quality and  reliability of its products and services  enhance
SecurePay's ability to attract and retain merchant customers.

SecurePay  currently  offers a variety of  products  and  services,  each with a
differing application, including the following:
----------------------------------------------

Virtual Terminal

SecurePay's  virtual  terminal is the core  SecurePay  Host product which allows
payment  processing via any Internet  connected device.  Its virtual terminal is
the only virtual terminal that allows a card reader attached to a PC to read the
entire  magnetic stripe across the Internet,  thereby  qualifying a merchant for
the lowest possible fees for card  acceptance.  The virtual terminal can process
sales, voids, forces and returns. The address verification system (AVS) confirms
shipping and cardholder address  information to protect merchants from fraud. It
will process  recurring  transactions  and allows  access to the entire suite of
reporting functions. All transactions are encrypted using industry standard SSL.

Shopping Cart Technology

The shopping  cart (Easy Shop) is one of the most  powerful,  yet  user-friendly
carts on the market  that is fully  integrated  to a  proprietary  gateway.  The
shopping cart gives merchants an easy way to create either a "Buy Now" button on
their Web site or a simple HTML link to the Easy Shop cart.  It can be used with
any Web site.  Core features  include sales tax and shipping cost  calculations,
real-time card processing,  automatic  customer  configuration  and e-mail order
notification,  advance  cart  support  for  product  size and color  selections,
unlimited number of products supported,  product import and export to accounting
applications,  support of  downloadable  items (soft  goods) such as  documents,
program images and audio files, promotion of items and coupons, and allowance of
order viewing summaries by date or order detail via quick link technologies.

Gateway

SecurePay's  gateway  solutions allow VAR's and  programmers  access to the card
authorization  systems  by  integrating  their  product  to  SecurePay  for card
processing.  The company supports five different  program  interfaces,  allowing
flexibility  to  programmers  who wish to create their own custom  applications.
SecurePay's  largest  competitor,  Verisign,  by  contrast,  only  supports  one
interface.
<PAGE>

Palm VII PDA Devices

SecurePay has developed a proprietary payment application  utilizing Palm OS and
Windows CE to allow the  acceptance  of card  payment  over a wireless  Internet
connected  PDA  device.  In  addition  to  the  many  third-party   applications
available,  the SecurePDA  applications  provide  functionality  and value added
features  that  previously  were the domain of only the largest  companies.  The
SecurePDA  application features include:  store and forward,  signature capture,
error correction,  full reporting and customizable data fields and a price point
less than any other  wireless  device on the  market.  The  company  has further
enhanced the Palm VII by adding Global  Positioning System (GPS) technologies to
allow location  information to be relayed through the SecurePay Host to dispatch
offices.  SecurePay  currently  is under  contract  to deploy  five-hundred  GPS
enabled payment devices to a large  independent cab company where the product is
being beta tested for national distribution. The wireless solution enables it to
process transactions  utilizing airwaves, as opposed to traditional phone lines,
for  wireless  transaction   authorization  and  processing.   Wireless  enabled
transaction authorization and processing in environments where traditional phone
lines are unavailable,  inconvenient  and/or  prohibitively  expensive,  affords
merchants  increased  flexibility,  mobility  and  security in  processing  card
transactions.  Further, wireless technology allows merchants that have relied on
paper-based processing, where the ability to check if a card is stolen or credit
limits  exceeded  is  generally  unavailable  or  inconvenient,  to  convert  to
electronic  processing.  In so doing,  such  merchants can also avoid the higher
rates imposed by both Visa and MasterCard for  paper-based  transactions  or key
entered transactions.

Cellular Digit Packet Data

The use of Cellular Digit Packet Data (CDPD) and WAP servers allows SecurePay to
process transactions  utilizing cellular airwaves and cell phones, as opposed to
traditional  phone  lines,  enabling  wireless  transaction   authorization  and
processing.   CDPD  enables   transaction   authorization   and   processing  in
environments where traditional phone lines are unavailable,  inconvenient and/or
prohibitively expensive, affording merchants increased flexibility, mobility and
security in processing  card  transactions.  Further,  CDPD will allow merchants
that have relied on paper-based processing, where the ability to check if a card
is stolen or credit limits exceeded is generally unavailable or inconvenient, to
convert to electronic processing. In so doing, such merchants can also avoid the
higher rates imposed by both Visa and MasterCard for paper-based transactions.

Procurement and Purchasing Cards

Corporate  procurement  and  purchasing  cards are  growing  in  popularity  and
flexibility  of use, and SecurePay is exploring  opportunities  intended to take
advantage of this  emergence.  Procurement and purchasing  cards,  although very
similar in most  respects to bank and charge  cards,  are tailored to a specific
business  and  functionality.  Purchasing  cards may be used,  for  example,  to
replace the traditional use of paper-based  purchase orders,  confirmations  and
invoices with electronically  authorized,  processed and recorded  transactions.
Another  illustrative  use of a  purchasing  card is an  insurance  company that
issues  purchasing  cards  to its  policy-  holders  for  the  purchase  by such
policyholders  of medical  supplies,  prescriptions  and  services  from certain
health  care  providers,  all of whom have  agreed,  in  advance,  to accept the
insurance company's  purchasing cards.  Purchasing cards can be used effectively
in these and other  capacities  to reduce the costs,  human  error and  security
issues associated with paper-based transactions, while concurrently offering the
benefits of  increased  flexibility  and  functionality,  including  specialized
review, reporting and accounting functions.

<PAGE>

2.   Distribution methods of the products or services;

Our data base Website:
----------------------

We intend for our method of distribution to be the Internet.

Our subsidiary:
--------------

Marketing

To reach its target market segment in a cost-effective manner and to further its
market  penetration,  SecurePay  markets its services  through  three  principal
channels:  (i) bank alliances  through which it offers its services to merchants
in  cooperation  with  community  and  regional  banks,  allowing  SecurePay  to
capitalize on the presence of those banks in particular geographic markets; (ii)
partnering with ISO's that market and sell SecurePay's services to merchants and
(iii) direct sales,  to allow  cost-effective  access to  small-to-medium  sized
merchants dispersed throughout the United States and otherwise to supplement the
bank alliance and ISO partnering  channels.  In addition,  SecurePay  engages in
marketing efforts that include marketing agreements with various trade and other
associations  and  marketing   through  VAR's  that  integrate  its  transaction
processing  services with specialized  business  management  software.  While no
assurances  can be given,  SecurePay's  ability to market its  services  through
ISO's and to increase its ISO partnering  presence will be expanded greatly as a
result of  pending  Concord  EFS  (NASDAQ:CEFT)  marketing  agreements  which we
believe will add over one-thousand sales agents representing  SecurePay wireless
devices.

Bank Alliances

SecurePay's  marketing  efforts are directed at forming bank alliances.  Through
these  relationships,  it offers its services to merchants in  cooperation  with
community and regional banks,  allowing  SecurePay to capitalize on the presence
of those banks in particular  geographic  markets.  SecurePay's  bank  alliances
consist of three types of relationships:  (i) relationships  created as a result
of SecurePay's acquisition of a bank's merchant portfolio,  pursuant to which it
provides  transaction  processing  services on a co-branded basis with such bank
("Acquisition  Alliances");   (ii)  agent  bank  relationships  where  the  bank
purchases  its  services  and  markets and resells  those  services  directly to
merchants ("Agent Bank Alliances");  and (iii) bank referral relationships where
the bank refers to SecurePay  merchants  who desire or otherwise  inquire  about
transaction  processing services ("Bank Referral Alliances").  These include for
example,  the Bridgeview Bank and Trust agreement,  with its one-hundred  active
outside sales agents,  as well as multiple  branch offices that offer  SecurePay
products.

Acquisition Alliances

An  integral  part of  SecurePay's  overall  strategy  is to  offers  banks  the
opportunity to transfer  management  and  operational  responsibility  for their
merchant  gateway  portfolios to the it, while  continuing to offer  transaction
processing  services  on a  co-branded  basis in  cooperation  with  SecurePayt.
SecurePay  can  often  effect  an  invisible  transition  of  services  from the
merchants' perspective. To further ease the transition process and to assist its
Acquisition  Alliance  partners,  SecurePay  has created an  intensive  training
program  whereby  its  personnel  train and  educate  its  Acquisition  Alliance
partners in all aspects of SecurePay's transaction processing services, software
application products and value-added services.

SecurePay   compensates  its  Bank  Alliance  Partners  through  varying  means.
Acquisition  alliance partners  typically are compensated by remitting to them a
residual for each transaction processed by SecurePay for merchants  attributable
to the  alliance.  SecurePay  compensates  its Bank Referral  Alliance  partners
typically by paying them a one-time  referral fee. Agent Bank Alliance  partners
are not directly  compensated  by it,  rather,  they derive revenue by reselling
SecurePay's services to merchants at a price determined by the Agent Bank.
<PAGE>

ISO Partnering

Generally,   ISO  partnering  involves  engaging  an  ISO  to  market  and  sell
SecurePay's  products and services on a non-exclusive basis. An ISO that desires
to refer a merchant  customer to SecurePay  will procure the merchant and submit
it to SecurePay on the merchant's behalf. Thereafter, the ISO will sell or lease
hardware and software to the  merchant.  SecurePay  compensates  ISO's by paying
them a residual for each transaction  processed by it for merchants  referred to
SecurePay by them, or they derive revenue by reselling its services to merchants
at a price determined by the ISO. The ISO's  determination of whether to refer a
particular merchant to SecurePay depends on a variety of factors,  including the
terms of the  residual  offered  by  SecurePay  and the  industry  in which  the
merchant  conducts its  business.  SecurePay  currently has fifteen ISO reseller
agreements in place.

Direct Sales

SecurePay continues to expand its direct sales activities.  SecurePay intends to
deploy a  telemarketing  sales force to generate  further  internal  growth from
existing  relationships  with regional and community  banks,  ISO's and merchant
trade and other  associations.  Management  believes  that its direct  sales and
telemarketing  efforts constitute a significant  opportunity to augment its bank
alliance and ISO partnering efforts.


Other Marketing Efforts

In  addition  to  bank   alliances,   ISO   partnering   and  direct  sales  and
telemarketing,  SecurePay  engages in other  marketing  efforts that  management
believes complement and diversify further its overall marketing strategy:

Association Marketing

Through its association marketing program,  SecurePay negotiates and enters into
marketing  agreements  with various  trade and other  associations.  Pursuant to
these  relationships,  associations  endorse and promote to their membership the
transaction  processing  services  provided by  SecurePay,  creating  additional
opportunities for SecurePay to reach small-to-medium sized merchants.

Marketing Through VAR's and Strategic Partners

SecurePay's marketing efforts are diversified further through the integration of
its transaction  processing  services with the specialized  business  management
software of a growing  number of VAR's.  VAR's perform a marketing  function for
SecurePay since their software often is offered on a fully-integrated basis with
SecurePay's transaction processing services,  creating additional  opportunities
for the Company to reach small-to-medium sized merchants.  SecurePay has fifteen
shopping cart VAR's, and numerous ISP's (Internet Service Providers).  SecurePay
is a  Strategic  Partner of Palm,  Inc.  providing  it with  highly  specialized
integrated payment solutions.

SecurePay  periodically reviews its marketing efforts and distribution  channels
to minimize  channel  conflict.  Although channel conflict among bank alliances,
ISO partnering and direct sales  marketing may occur,  to date SecurePay has not
experienced any significant conflict while pursuing its overall sales strategy.

Customer Service And Support

SecurePay is dedicated to providing  reliable and effective customer service and
support  to  its  merchant  customers.  The  information  access  and  retrieval
capabilities of networked systems,  where real-time  information is available to
any of its customer service representatives, allow it to provide a high level of
customer  service,  reporting  and support to  small-to-medium  sized  merchants
historically available only to much larger merchants.
<PAGE>

SecurePay plans to maintain a 24-hour-a-day,  seven-day-a-week  help line at its
operations  center in Dallas,  Texas.  SecurePay will measures the efficiency of
its customer  service  through certain  quantitative  data such as the number of
rings prior to operator  pick-up,  the number of abandoned  calls, the number of
calls  per day and the  number  of calls per  customer  service  representative.
SecurePay  will develop  comprehensive  programs and procedures for training its
customer service  representatives  to assist  SecurePay's  merchant clients in a
timely and efficient manner with any problems, issues or concerns they may have.
Management is dedicated to providing  outstanding  customer  service and support
and  continually  reviews its  policies and  procedures  in an effort to improve
these services.

3.   Status of any publicly announced new product or service.

On October 31,  2001,  we  announced a letter of intent  between our company and
National  Preplanning,  Inc.  These  negotiations  led to no  joint  venture  or
acquisition,  although we hope to work with National  Preplanning in the future.
Effective  on  March  19,  2002,  we  announced  the  acquisition  of  SecurePay
Corporation, which we discuss throughout this report.

4.   Competitive business conditions and the small business issuer's competitive
     position in the industry and methods of competition;

Our Pipeline Data Base Web-site:
-------------------------------

The market for healthcare information services is intensely competitive, rapidly
evolving and subject to rapid technological change. Many of our competitors have
greater financial, technical, product development, marketing and other resources
than we have.  These  organizations  may be better known and have more customers
than us. We may be unable to compete  successfully  against these organizations.
We have many competitors, including:

o    healthcare information software vendors, including McKesson HBOC and Shared
     Medical Systems Corporation;

o    healthcare   electronic  data   interchange   companies,   including  ENVOY
     Corporation and National Data Corporation;

o    large  information  technology  consulting  service  providers,   including
     Andersen Consulting, International Business Machines Corporation.

We will also compete for subscribers,  consumers, content and service providers,
advertisers,  sponsors and acquisition  candidates with the following categories
of companies:

o    online  services  or web sites  targeted  to the  healthcare  industry  and
     healthcare   consumers   generally,   including   medscape.com,    pol.net,
     ivillage.com,   medcareonline.com,    mediconsult.com,    betterhealth.com,
     drkoop.com, onhealth.com, healthcentral.com, and thriveonline.com;

o    publishers and distributors of traditional  offline media,  including those
     targeted to healthcare professionals, many of which have established or may
     establish web sites;

o    general  purpose  consumer online services and portals which provide access
     to healthcare-related content and services;

o    public sector and non-profit web sites that provide healthcare  information
     without advertising or commercial sponsorships;

o    vendors  of  healthcare  information,  products  and  services  distributed
     through other means, including direct sales, mail and fax messaging; and

o    web search and retrieval services and other high-traffic web sites.
<PAGE>

Our Subsidiary SecurePay:
-------------------------

The market for  providing  gateway,  credit,  charge and debit card  transaction
services to the  small-to-medium  sized merchant  segment served by SecurePay is
highly  competitive.  SecurePay  competes in this market segment on the basis of
price,  the  availability  of related  products  and  services,  the  quality of
customer  service and support,  and transaction  processing  speed,  quality and
reliability.  SecurePay's  principal  competitors in this market segment include
other smaller vertically  integrated processors or gateway company ISO's such as
Authorized Net and Cybercash.

As a result of its experience in payment processing,  SecurePay has been able to
develop   operating   efficiencies   which   SecurePay   believes  allow  it  to
competitively bid for new business. In addition,  SecurePay has continually made
technological  improvements  and is thus able to respond to the unique  needs of
merchants in various industries. Management believes that the quality, speed and
reliability   of  the   SecurePay   Host  and  the  breadth,   flexibility   and
user-friendliness of its software application products and services constitute a
competitive advantage.


5.   Sources  and  Availability  of Raw  Materials  and the  Names of  Principal
     Suppliers.

Our company does not utilize raw materials in our business.

6.   Dependence on one or a few major customers.

Neither  our  company  we nor our our  subsidiary,  depend on one or a few major
customers.  We will try hard to raise awareness of our site and attract visitors
to the  site.  We  will  also  intend  to  build  relationships  with  strategic
organizations in the information technology sectors.

7.   Patents, trademarks, licenses, franchises,  concessions, royalty agreements
     or labor contracts, including duration;

Pipeline:
--------

We have no patents, trademarks,  franchises,  concessions, royalty agreements or
labor contracts. In November,  2000, we loaned $200,000 to Accu-Search,  Inc. as
evidenced by a Note Receivable which is due on May 31, 2001 with interest at 12%
per annum. In consideration for the Note, Accu-Search,  Inc. granted our company
a  perpetual  license in an  automated  software  process  to  convert  multiple
inputted  documents  into  transmittable  Adobe PDA formats.  On March 14, 2002,
Accu-Search  renegotiated  their  note with us. As of  December  31,  2002,  the
balance of principal and interest due aggregated  $230,000.  We agreed to settle
this balance due as follows.  We shall convert the $228,000 into preferred stock
of  Accu-Search.  They will also pay an upfront  payment  of $4,000 in cash.  In
addition,  Accu-Search pay our company 3% interest quarterly equally $6,840, per
quarter and will  provide  Pipeline  Data two years web access to  Accu-Search's
on-line  data and map system.  Final  contracts  are being  finalized  and it is
expected that this transaction should be signed and monies delivered on or about
April 30th.  We believe this access  could prove  helpful to the business of our
subsidiary, SecurePay.

Our Subsidiary SecurePay:
------------------------

SecurePay is continuously  developing  software for use in four principal areas:
(i) applications for Internet based and wireless transactions;  (ii) transaction
switching;(iii)  the  SecurePay  Host;  and (iv)  customer  service  and  fraud.
SecurePay  regards its  proprietary  software as  protected  by trade secret and
copyright  laws of general  applicability.  SecurePay  attempts to safeguard its
software through the protection afforded by the above-referenced  laws, employee
and  third-party  non-disclosure  agreements,  licensing  agreements  and  other
methods  of  protection.  Despite  these  precautions,  it may be  possible  for
unauthorized third- parties to copy, obtain or reverse engineer certain portions
of  SecurePay's  software  or to  otherwise  obtain  or  use  other  information
SecurePay regards as proprietary.  While SecurePay's competitive position may be
affected  by  its  ability  to  protect  its  software  and  other   proprietary
information,  management  believes that the protection  afforded by trade secret
and copyright laws is less significant to SecurePay's success than other factors
such as the knowledge,  ability and experience of SecurePay's  personnel and the
continued pursuit and implementation of its operating strategies.
<PAGE>

SecurePay  currently  licenses certain software from third-parties to supplement
its internal software and technology  development and to shorten  time-to-market
software application product deliveries.

8.   Need for any  government  approval of principal  products or  services.  If
     government  approval is necessary and the small business issuer has not yet
     received  that  approval,  discuss  the status of the  approval  within the
     government approval process;

We do not anticipate the need for any Government  approval for our services.  In
connection  with the operation of our business,  it may be noted that  operating
costs are  affected by increases in the minimum  hourly wage,  unemployment  tax
rates,  sales  taxes and  similar  costs  over  which our  company  will have no
control.

It may be  further  noted  that,  as a public  company,  we are  subject  to the
reporting requirements, anti-fraud and other Federal and State Securities laws.

9.   Effect of existing or probable governmental regulations on the business;

As previously stated, increases in the minimum wage and taxes could result in an
increase  of our costs and,  ultimately,  a decrease in our  revenues.  Any such
increases could affect the profitability of future operations. With reference to
the  requirement  to comply  with the  Federal and State  Securities  laws,  the
failure to comply  with any of these  laws,  rules or  regulations  could have a
material adverse effect on our company.


10.  Estimate of the amount  spent  during each of the last two fiscal  years on
     research and development activities,  and if applicable the extent to which
     the cost of such activities are borne directly by customers;

The company's general and administrative costs aggregated approximately $400,421
for the year ended  December 31, 2001 as compared to $107,420 for the year ended
December 31, 2000, representing an increase of $293,001. An analysis of expenses
for the year ended December 31, 2001 is as follows:  salaries of $47,375,  legal
$135,166,  consulting  fees of  $170,675,  rent of  $6,000,  accounting  fees of
$21,795; and office expenses of $19,410.

11.  Costs and effects of compliance with environmental laws (federal, state and
     local).

Our company is not impacted directly by the costs and effects of compliance with
environmental laws.

12.  Number of total employees and number of full time employees.

Pipeline:
--------

As of the date of this filing, we had one full-time employee and three part-time
employees. Our employees are not represented by any labor union, and we consider
our relationship with them to be good. (c) Reports to security holders.

Our Subsidiary SecurePay:
------------------------

SecurePay has 12 employees.

As a reporting  company,  we are required to file annual and quarterly  reports,
proxy and information  statements,  and other information  regarding our company
with the  Securities and Exchange  Commission.  The public may read and copy any
materials we file with the SEC at the SEC's Public  Reference  Room at 450 Fifth
Street, N.W.,  Washington,  D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC  maintains an Internet  site that contains  reports,  proxy and  information
statements,  and  other  information  regarding  issuers,  like  us,  that  file
electronically with the SEC at (http://www.sec.gov).
<PAGE>

Item 2. Properties.

Our  principal  place of business  is at 250 East  Hartsdale  Avenue,  Suite 21,
Hartsdale,  New  York,  in space  provided  to us by Mr.  Jack  Rubinstein,  our
President,  pursuant to a tenancy at will,  for which we pay $500 per month plus
associated expenses. We believe that we could readily secure office space in the
future should we need to, although we would be required to pay prevailing rental
rates.

The offices of our subsidiary, SecurePay, are located at 1599 Washington Street,
Braintree, MA and at 8 Dartmouth Street, Humarock, MA. The operations center for
SecurePay is located at 13339 North Central Expressway Suite 100, Dallas, Texas.
SecurePay's  main  office  telephone  number is  (800)932-5708.  Its  website is
located at http://www.securepay.com.

Item 3. Legal Proceedings.

Pipeline:
--------

The are no material legal proceedings  pending or, to our knowledge,  threatened
against us.

Our Subsidiary SecurePay:
------------------------

Except for that certain suit in the United States  District  Court of Arizona by
Net MoneyIN,  Inc.  (plaintiff) vs. Mellon  Financial  Corp., et al (defendants)
(Cause No.  CV-01-441-TUC-RCC),  there are no material legal proceedings pending
or, to our knowledge,  threatened against Securepay.  The outstanding lawsuit is
an industry wide suit against numerous defendants based on intellectual property
infringement. Securepay views this suit to be without merit.

Item 4. Submission of Matters to a Vote of Security Holders.

In accordance  with Delaware law, the  acquisition  of SecurePay was approved by
majority  written  consent of our  shareholders  on March 15, 2002. As a company
that reports  under  Section  15(d) of the  Securities  Exchange Act, we are not
subject  to the proxy  rules of  Section  14 and did not seek  approval  of this
transaction through the solicitation of proxies.

<PAGE>

                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

(a)  Market information.

Our common stock and class A redeemable  warrants  commenced  trading on the OTC
Bulletin  Board on October 19, 2000 under the trading symbol "PPDA" and "PPDAW,"
respectively.  The  following  table sets forth the  highest  and lowest  prices
quoted for our common  stock as  reported  by  Yahoo.com,  Inc.  during the four
quarters ended  December 31, 2001 and the closing quote for those  securities on
April 5,  2002.  The  quotations  reflect  inter-dealer  prices,  with no retail
mark-up, mark-down or commissions, and may not represent actual transactions.

Quarter ended 12/31/01

        Security                     High                      Low
        --------                     ----                      ---
        common stock                $1.25                    $0.45


Quarter ended 9/30/01

        Security                     High                      Low
        --------                     ----                      ---
        common stock                 $1.25                   $0.64

Quarter ended 6/30/01

        Security                      High                     Low
        --------                      ----                     ---
        common stock                 $2.25                   $1.02

Quarter ended 3/31/01

        Security                       High                     Low
        --------                       ----                     ---
        common stock                  $2.88                   $0.75


As of April 5, 2002, our stock our stock closed at $0.55.

(b)  Holders.

As of  December  31,  2001  there were 27  shareholders  of record of our common
stock. This number does not include shares held in street name.

(c)  Dividends.

Our company has never  declared or paid any cash dividends on its capital stock.
We currently intend to retain all available funds and any future earnings of our
business for use in the operation of our business and do not  anticipate  paying
any cash  dividends in the  foreseeable  future.  The  declaration,  payment and
amount of future  dividends,  if any,  will  depend  upon the  future  earnings,
results of  operations,  financial  position  and  capital  requirements  of our
company, among other factors, and will be at the sole discretion of our board of
directors.

Under the Delaware  General  Corporation Law, our company may only pay dividends
out of capital and surplus, or out of certain enumerated  retained earnings,  as
those terms are defined in the Delaware General  Corporation Law. The payment of
dividends  on our common stock is,  therefore,  subject to the  availability  of
capital  and surplus or retained  earnings as provided in the  Delaware  General
Corporation Law.

(d)  Recent sales of securities.

On March 19, 2002, we issued  7,600,000 shares of our common stock to the former
shareholders of SecurePay pursuant to our acquisition of SecurePay. On March 19,
2002,  7,600,000  shares of our common  stock were issued into  attorney  escrow
pending the satisfaction of milestones by Accu-Search.
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS FOR THE YEAR ENDING
                           DECEMBER 31, 2000 AND 2001

The following  discussion  relates to the results of our operations to date, and
our financial condition:

This prospectus  contains forward looking  statements  relating to our company's
future  economic  performance,  plans and  objectives of  management  for future
operations,  projections of revenue mix and other financial items that are based
on the  beliefs of, as well as  assumptions  made by and  information  currently
known to, our management. The words "expects,  intends,  believes,  anticipates,
may, could,  should" and similar expressions and variations thereof are intended
to identify forward-looking  statements.  The cautionary statements set forth in
this section are intended to emphasize that actual results may differ materially
from those contained in any forward looking statement.

Development stage activities.
----------------------------

The company has been a development  stage enterprise from its inception June 23,
1997 through  December 31, 2001.  The company is in the process of  developing a
web site on the World Wide Web for the purpose of selling  health care  products
and sharing its expertise by doing consulting.

During this period, management devoted the majority of its efforts to initiating
the process of the web site design and development,  obtaining new customers for
sale of  consulting  services,  developing  sources  of supply,  developing  and
testing  its  marketing  strategy  and  finding a  management  team to begin the
process  of:  completing  its  marketing  goals;  furthering  its  research  and
development  for its  products;  completing  the  documentation  for and selling
initial  shares  through the company's  private  placements;  and completing the
documentation for the company's  initial public offering.  These activities were
funded by the  company's  management  and  investments  from  stockholders.  The
company has not yet generated  sufficient  revenues during its limited operating
history to fund its ongoing operating expenses, repay outstanding  indebtedness,
or fund  its web  site  and  product  development  activities.  There  can be no
assurance that development of the web site will be completed and fully tested in
a timely manner and within the budget  constraints  of  management  and that the
company's  marketing  research  will  provide a  profitable  path to utilize the
company's  marketing  plans.  It should  be noted  that  Rainbow  Media has been
engaged to commence more than one market  study.  In a recently  updated  market
study,  Rainbow  Media  reported  consolidations  and  weakness  in the  Medical
Internet sector.  They presented a negative view of the potential for success in
this market.  However,  they reported that the  provisions of data to the public
vis-a-vis the Internet has good business  potential.  No assurances can be given
that the company will be successful in their efforts.

During  this  developmental  period,  the  company  has  been  financed  through
officer's  loans  with a balance  of $43,672  from Jack  Rubinstein,  which were
converted to  additional  paid in capital as of June 30, 1999.  We also financed
our  activities  through the sale of an  aggregate  of  1,247,500  shares of our
common stock for $311,875 in 1999 and an initial  public  offering of our common
stock and common stock purchase warrants and sold 789,890 shares of common stock
and 785,210 class A redeemable  warrants for aggregate proceeds for $473,715 and
received  an  additional  capital  contribution  of  $105,172.  We also  have an
additional 785,210 class A redeemable  warrants,  which are exercisable at $1.50
each,  that  could  potentially  raise  an  additional  $1,177,815,  if all  are
exercised.  Further,  we have 1,000,000 class B redeemable  warrants,  which are
exercisable  at  $2.50  each,  that  could   potentially   raise  an  additional
$2,500,000, if all are exercised.

Results of Operations for the year ended December 31, 2000 as compared to the
year ended December 31, 1999.
-----------------------------

For the year ended December 31, 1999, the company generated net revenues of $-0-
as compared  to $30,000 for the year ended  December  31, 1999  representing  an
decrease  of  $30,000.  The  company's  cost of goods  sold  for the year  ended
December  31, 2000 was $-0- as compared to $-0- for the year ended  December 31,
1999. The company's  gross profit on sales was  approximately  $-0- for the year
ended  December 31, 2000 as compared to $30,000 for the year ended  December 31,
1999.  The decrease in gross  profit is the result of the Company  concentrating
its efforts on corporate  development,  research,  website  design and strategic
alliances  for  merchandise  and  computer  programming  talent to complete  the
Company's website and marketing goals.
<PAGE>

The company's general and administrative costs aggregated approximately $106,420
for the year ended  December  31, 2000 as compared to $89,849 for the year ended
December 31, 1999  representing an increase of $16,571.  An analysis of expenses
for the year ended December 31, 2000 includes  spending for  accounting  fees of
$20,650;  consulting fees of $15,000; legal expense of $31,760;  accrued rent of
$6,000; accrued salaries of $9,000; and office expenses of $24,010.

Results of Operations for the year ended December 31, 2001 as compared to the
year ended December 31, 2000.
-----------------------------

For the years ended  December 31, 2000 and 2001,  net revenues and cost of goods
sold were $-0-.  As of December  31,  2001,  our company was  concentrating  our
efforts on corporate development,  research, data base development and strategic
alliances to complete our company's marketing goals.

The company's general and administrative costs aggregated approximately $400,421
for the year ended  December 31, 2001 as compared to $107,420 for the year ended
December 31, 2000, representing an increase of $293,001. An analysis of expenses
for the year ended December 31, 2001 is as follows:  salaries of $47,375,  legal
$135,166,  consulting  fees of  $170,675,  rent of  $6,000,  accounting  fees of
$21,795; and office expenses of $19,410.

Results of Operations for the period from inception
(June 23, 1997) to December 31, 2001.
-------------------------------------


For the period from the company's inception, June 23, 1997, through December 31,
2001, a period of  approximately 54 months,  the company  generated net sales of
$52,500  (an  average of $972 per month).  The  company's  cost of goods sold on
sales was  approximately  $-0- for the period from the company's  inception June
23, 1997,  through  December  31, 2000.  The gross profit from sales for this 54
month period is $52,500.  Management  believes the gross profit of an average of
approximately  $972 per month for the  period  from  inception,  June 23,  1997,
through  December 31, 2001,  will improve and  stabilize  once the company's web
site facilities become realized at the completion of the public offering and its
marketing plans become fully implemented.

The  company's  general  and  administrative   costs  aggregated   approximately
$1,095,640 for the period from inception,  June 23, 1997,  through  December 31,
2001. Of these initial  startup costs,  approximately  $114,375 is attributed to
wages, legal and professional fees of $282,659,  rent of $32,625, and office and
computer expenses of $100,406 and $565,575 in consulting expenses.

Results of Operations for the three months ended December 31, 2000 as compared
to the three months ended December 31, 2001.
--------------------------------------------

For the three months ended December 31, 2001, the company generated net sales of
$-0- as compared to $-0- for the three  months  ended  December  31,  2000.  The
company's  cost of goods sold on sales for the three months  ended  December 31,
2001,  was  approximately  $-0- as compared to $-0- for the three  months  ended
December 31, 2000.  The company  believes  sales will improve and stabilize once
the company's website facilities become realized as the completion of the public
offering and its marketing plans become more fully realized.

The company's general and administrative costs aggregated  approximately $98,510
for the three  months ended  December  31, 2001,  as compared to $47,785 for the
three months ended  December 31, 2000,  representing  a increase of $50,725.  An
analysis of expenses  for the three  months  ended  December  31, 2000  includes
spending for  professional  fees of $87,671,  rent of $1,500,  office expense of
$7,089 and officer compensation of $2,250.

Liquidity and Capital Resources.
-------------------------------

The company  increased  its cash position to $95,578 at December 31, 2001 from a
cash balance of $-0- at June 23, 1997.  Working capital at December 31, 2000 was
positive at $12,457.  The company continued to be funded in part through officer
loans  aggregating  $72,622 for the period from  inception,  June 23,  1997,  to
December 31, 2000, of which, an officer loan balance of $43,672 was converted to
additional  paid in capital at June 30, 1999 and the balance of $28,950 was paid
off by the company.  In  addition,  the company  also sold  1,247,500  shares of
common stock for an aggregate  of $311,875 and received  $105,172 as  additional
capital  contributions from  stockholders.  As of December 31, 2000, the Company
sold an additional 789,890 shares of common stock for an aggregate consideration
of $473,715.
<PAGE>

As of December 31, 2000,  we expended cash for the  development  of the business
and absorbed  negative cash flows from  operations  of $205,435.  For the period
from  inception,  June 23,  1997 to December  31,  2001,  we  expended  cash for
development  of a business and absorbed  negative  cash flows from  operation of
$414,956.  We also issued  752,500 shares of common stock in  consideration  for
non-cash expenses of $541,125.

On  November  1, 2000,  we loaned  $200,000 to  Accu-Search  Inc.,  a New Jersey
corporation.  In  consideration of the issuance of the loan,  Accu-Search,  Inc.
granted us a  perpetual,  non-transferable  and  non-sublicensable  royalty free
license to utilize an automated software process which will enable us to improve
the  functionality of our website.  Specifically,  we anticipate that we will be
able to employ the licensed  software  process in the  internal  workings of our
website  to  enable  us to  receive  documents  in any  readable  form  from our
contributors  and  convert  them  into an Adobe  readable  format.  The loan was
evidenced by Accu-Search,  Inc.'s  promissory note that accrues  interest at the
rate of 12%  annually.  We believe that this will enhance  accessibility  to our
website due to the extensive  employment by Internet  users of Adobe software in
order to view documents retrieved from Internet websites. While no assurance can
be given, we anticipate  that we will maintain an ongoing  working  relationship
with Accu-Search, Inc. The principal amount of the promissory note together with
accrued interest was due and payable on December 31, 2001.

On March 14, 2002,  Accu-Search  renegotiated their note with us. As of December
31, 2002,  the balance of principal  and interest due  aggregated  $230,000.  We
agreed to settle this balance due as follows. We shall convert the $228,000 into
preferred stock of Accu-Search.  They will also pay an upfront payment of $4,000
in cash. In addition,  Accu-Search pay our company 3% interest quarterly equally
$6,840,  per  quarter  and will  provide  Pipeline  Data two years web access to
Accu-Search's  on-line data and map system.  Final contracts are being finalized
and it is expected that this  transaction  should be signed and monies delivered
on or about April 30th.

Management believes that it will be able to fund the company through its present
cash  position  and the  continuation  of offering  consulting  services and the
receipt of  additional  capital  contributions  until the  company's web site is
developed and on-line and the process of a public offering is completed.

Capital Commitments and Future Expenditures
-------------------------------------------

Our web site located at  http://www.healthpipeline.com  is currently operational
and  may  be  "clicked  on"  for  inspection.  We  believe  that  expansion  and
modification of the web site and business will occur in several stages.

The first stage  consists of initial web site  construction  and  collection  of
health-related  data from existing web sites and service providers and equipping
our facility with  hardware,  primarily  workstations  and  dedicated  data feed
supply lines. This has been partially completed.  To complete the development of
our web-site, we require:

o    a web-enabled  platform by which we can  implement an Internet  application
     that will be  scalable  (capable  of growing to support  additional  users)
     enough to handle  hundreds or  thousands of users,  yet flexible  enough to
     meet continually changing business requirements and

o    highly  defined  customization  enabling a  subscriber  to specify  his/her
     fields of  interest  within the entire  spectrum of health,  medicine,  and
     pharmacy.

This phase of development has commenced.  Neither the  purchase/installation  of
workstations and dedicated T-1 supply lines nor the development of a web enabled
platform  with  highly   defined   customization   has  taken  place.   Hardware
requirements  require  approximately  $30,000  of capital  expenditures  and T-1
supply  lines can be leased  for  approximately  $1500-$2000  per  month.  Thus,
completion of workstation/T-1  supply lines portion would require  approximately
$54,000 and to complete the development of the web-site would require a total of
approximately $175,000 during the next twelve (12) months.
<PAGE>

The  next  stage  of  operation/expansion   consists  of   marketing/advertising
expenditures for market studies and public relations and advertising  campaigns.
We  estimate  that  approximately  $175,000  may be  needed  for  this  stage of
operation/expansion.

The next  stage  of  operation/expansion  consists  of  attempts  to  engage  in
assembling a high quality  management  team and strategic  alliances with health
care  professionals  and  organizations  having synergies with our company.  The
exact  details of this stage are  difficult to predict and a number of different
strategies  have  evolved in the current  dynamic  information  marketplace.  In
addition,  web site development has increased  rapidly and web site capabilities
maybe achieved by purchasing future,  existing sites rather than developing them
internally.  Several  existing  health  care web sites have been able to recruit
health  professionals  through  the use of  stock  options  and  other  forms of
incentive  compensation which require little current, out of pocket expenditure.
We are unable to predict whether we can replicate this strategy. Accordingly, we
estimate  that   approximately   $175,000  may  be  needed  for  this  stage  of
operation/expansion.

Taken together and using these cost estimates, approximately $525,000 of capital
expenditures/development  costs can be expected in order to effectuate the three
step process outlined above.

Effective March 19, 2002, we acquired SecurePay, Inc., an integrated provider of
transaction processing services,  gateway services, related software application
products and value added services to wireless and Internet merchants.  SecurePay
supplies  transaction  processing support for all major credit and charge cards,
including Visa, MasterCard,  American Express,  Discover,  Diners Club, and JCB.
The  company  also  offers  access  to check  verification  services.  SecurePay
provides  merchants  with a broad  range  of  transaction  processing  services,
including  transaction  authorization,  data  transmission  and billing  dispute
resolution.  The company is an industry  leader in the  development  of software
applications  that  can be  delivered  through  its  proprietary  host  network.
SecurePay  utilizes multiple  channels to market its products and services.  The
company holds various  strategic  alliances  with PDA device  manufacturers  and
software  developers,  as well as with industry  leaders in Internet banking and
processing.

As a result of this transaction,  SecurePay becomes our wholly owned subsidiary.
The  acquisition of SecurePay was  accomplished by a stock for stock exchange in
which we acquired all of the issued and outstanding common stock of SecurePay in
exchange  for the  issuance of seven  million six hundred  thousand  (7,600,000)
newly issued shares of our common stock.  The former  shareholders  of SecurePay
have certain earn-in  capabilities based upon revenue milestones achieved within
a specified  period of time.  Seven  million six  hundred  thousand  (7,600,000)
shares of our common  stock are being held in  escrow.  If and when  SecurePay's
gross  revenue run rate  reaches  $100,000 per month as  determined  by our most
recent Form 10Q or Form 10K, then we shall issue an additional  3,800,000 shares
of our common stock to former shareholders of SecurePay. If and when SecurePay's
gross  revenue run rate  reaches  $200,000 per month as  determined  by the most
recent Form 10Q or Form 10K then we shall issue an  additional  3,800,000 of our
shares of common  stock to  former  SecurePay  shareholders.  The  deadline  for
meeting these revenue targets terminates on March 31, 2005.

Item 7. Financial Statements.

The  financial  statements  of our company and  supplementary  data are included
beginning  immediately  following the signature page to this report. See Item 13
for a  list  of the  financial  statements  and  financial  statement  schedules
included.

Item 8. Changes In and Disagreements With Accountants on Accounting an Financial
     Disclosure.

There have been no changes in, and no  disagreements  with, our company's public
accountants.
<PAGE>

                                   PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons.

(a)  Executive Officers and Directors

As of the date of this report,  the names,  ages,  positions and offices held by
each of our officers and directors are shown on the following table.

                          Age            Position
                          ---            ---------

Jack Rubinstein           51               Chairman of the Board
MacAllister Smith         39               President, Chief Executive
                                              Officer, Treasurer and Director
Anthony Reynolds          43               Chief Technology Officer

Our former president and present chairman of the board, Jack Rubinstein has held
office since inception and resigned as president on January 2, 2001. Mr. Richard
Cohen,  former  president and  treasurer,  held office since January 2, 2001 and
resigned his position as of October 18, 2001.  Pursuant to our transaction  with
SecurePay,  Mr. Jack Rubinstein will remain as Chairman of the Board of Pipeline
Data.  MacAllister  Smith has become our  president,  chief  executive  officer,
treasurer and director. Pusuant to our acquisition agreement with SecurePay, two
additional  board  member may be  selected  by  MacAllister  Smith and one board
member may be  selected by Jack  Rubinstein.  Anthony  Reynolds  will become our
chief  technology  officer.  Ms.  Maureen  Bell will become the chief  operating
officer of our subsidiary SecurePay.

Our board of directors is comprised of only one class of director. Each director
is elected to hold office  until the next  annual  meeting of  shareholders  and
until his  successor  has been  elected  and  qualified.  Officers  are  elected
annually by our board of  directors  and hold office until  successors  are duly
elected  and  qualified.  The  following  is a  brief  account  of the  business
experience  during the past five years of each director and executive officer of
our company.


Jack Rubinstein, Chairman of the Board
--------------------------------------

Mr.  Rubinstein,  age 51, is, since  commencement of its operations in 1991, the
General Partner of DICA Partners, an investment hedge fund located in Hartsdale,
New York. Mr.  Rubinstein also acts as a management and financial  consultant to
various public companies in the  telecommunications  industry. He was a founding
public  board  member of CD Radio,  Inc.  and aided in the funding of the Molloy
Group, a help desk software developer.  Mr. Rubinstein is also a founding member
of The Capital Market Advisors Network,  a consortium of consultants  aiding the
capital market needs of emerging private and smaller public companies.

Mr.  Rubinstein began his business career as a securities  analyst with Shearson
Hammill & Co.,  specializing in the electrical  equipment and business  services
industries.  After seven years as an analyst, he joined Bear Stearns & Co. where
he was a Director,  managing the proceeds of corporate insider securities sales.
At Bear Stearns,  he also managed the derivatives  investments of several senior
officers,  as well as a few select individual  clients.  In 1988, Mr. Rubinstein
joined Morgan Stanley & Co. where, in addition to serving corporate officers and
select  individual  clients,  he provided his  expertise  to private  investment
partnerships. Mr. Rubinstein is a graduate of Cornell University and received an
MBA in Finance from New York University.
<PAGE>

MacAllister Smith, 39, President, Chief Executive Officer and Director
----------------------------------------------------------------------

Mr. Smith has over ten years of experience in the merchant  processing  industry
and has held ownership  positions in three  companies that have been merged with
public corporations. Mr. Smith was most recently Regional Vice President of Nova
Information  Systems,  (employed  from 1996 to 1998),  (NYSE:NIS),  a $2 billion
corporation and one of the three largest credit card processors in the industry.
He was President and CEO of Pinnacle  Financial  Technologies,  Inc.,  (employed
from  1994-1998),a  nationally  recognized  firm  and a  pioneer  in  electronic
benefits  transfer  (EBT)  programs.  The company  merged with Nova  Information
Systems  in  1998.  Mr.  Smith  was  also   co-founder  and  Senior  Partner  of
AccesServices,  Inc.  (employed from 1997 to 1998). He was part of the team that
designed and built a nationwide  network processing switch for retail and online
MasterCard,  Visa,  American  Express and debit card  transactions.  The company
merged with Digital Courier Technologies, Inc. (NASDAQ:DCTI) in 1999.

Anthony Reynolds, 43, Chief Technology Officer
----------------------------------------------

Mr.  Reynolds has over five years of  experience in the payment  processing  and
gateway  industry.  He has extensive  experience  working with Internet  related
companies  and has hosted and  produced a  nationally  syndicated  radio show on
various Internet concepts. He was responsible for overall operational control of
ten Toy's "R" Us retail  outlets  with sales in excess of $80 million  annually,
(employed  from 1982 - 1985) and worked to develop and  integrate  their initial
e-commerce campaign.  Additional duties have included serving as Chief Technical
Officer for Ipubco,  (employed  from  1995-2000)  an Internet  based  publishing
company.   Mr.   Reynolds   holds   certificates   from   Richmond   College  in
telecommunications, computer programming, land technologies, data communications
and satellite communications.

(b)  Significant Employees.

The  participation  of Messrs.  Jack Rubinstein,  MacAllister  Smith and Anthony
Reynolds.  Our company presently does not have an employment  agreement with Mr.
Rubinstein.  We are  presently  finalizing  agreements  with  Messrs.  Smith and
Reynolds.

(c)  Family relationships.


None.

(d)  Involvement in certain legal proceedings

To our  knowledge,  none of our officers  and  directors is a party to any legal
proceedings.
<PAGE>


Item 10. Executive Compensation.

The  following  table sets forth the  compensation  paid  during the fiscal year
ended December 31, 2001, to our company's  Chairman of the Board and each of our
company's  officers and directors.  No person received  compensation equal to or
exceeding  $100,000 in fiscal 2001 and no bonuses  were  awarded  during  fiscal
2001.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation

                          Annual Compensation   Awards                   Payouts



                                                     Restricted   Securities
Name and                               Other Annual  Stock        Underlying    LTIP      All
Principal            Salary   Bonus    Compensation  Award(s)     Options       Payout    Other
Position      Year   ($)      ($)      ($)           ($)          /SARs (#)     ($)       Compensation
---------     ----   ------   -----    -----------   ---------   ---------      ------    -------------
<S>           <C>    <C>      <C>      <C>           <C>          <C>           <C>       <C>

Jack
Rubinstein(1) 2001    -0-     -0-        -0-          160,000     350,000       -0-          -0-
Board         2000    -0-     -0-        -0-            -0-        -0-          -0-          -0-
Chairman      1999    -0-     -0-        -0-            -0-        -0-          -0-          -0-

Richard (2)   2001    -0-     -0-        -0-           50,000      60,000       -0-          -0-
Cohen         2000    -0-     -0-        -0-            -0-        -0-          -0-          -0-
Former        1999         Not Applicable
President &
Treasurer

Douglas        2001   -0-      -0-        -0-            -0-       75,000       -0-          -0-
Harrison       2000   -0-      -0-        -0-            -0-        -0-         -0-          -0-
-Mills(3)      1999   -0-      -0-        -0-            -0-        -0-         -0-          -0-
Former
Director


R. Scott
Barter (4)     2001   -0-      -0-        -0-            -0-        -0-         -0-          -0-
Former         2000   -0-      -0-        -0-            -0-        -0-         -0-          -0-
Director       1999   -0-      -0-        -0-            -0-        -0-         -0-          -0-
</TABLE>



No Board of Directors' fees have been paid.

(1)  On  October  1,  2001,  Fali  Rubinstein  was  awarded  160,000  shares  of
     restricted  stock  in  lieu  of  monetary  compensation  for  research  and
     administrative  services  rendered to our company.  The  ownership of these
     shares is  attributed  to Jack  Rubinstein.  On  February  28,  2001,  Jack
     Rubinstein  was awarded  options to purchase  350,000  shares of our common
     stock at the above  market  exercise  price of $2.50.  These  options  were
     rescinded.  On October 18, 2001,  Jack  Rubinstein  was awarded  options to
     purchase 350,000 shares of at the market price of $0.40 per share.

(2)  On October 18, 2001,  Richard Cohen was awarded  options to purchase 60,000
     shares of our common stock at $0.60 per share.

(3)  On  February  28,  2001,  Douglas  Harrison-Mills  was  awarded  options to
     purchase 75,000 shares of our common stock at $2.50 per share.

(4)  On February  28,  2001,  R.  Scott-Barter  was awarded  options to purchase
     150,000  shares of our common stock at $2.50 per share.  These options were
     rescinded.  Subsequent to December 31, 2001: on February 28, 2002, R. Scott
     Barter was awarded  options to purchase  150,000 shares of our common stock
     at the market price $0.35 per share.

<PAGE>

The following table sets forth the option and stock appreciation  rights granted
during the fiscal year ended December 31, 2001, to our company's Chairman of the
Board and each of our company's officers and directors.

<TABLE>
<CAPTION>

===============================================================================================
                            Option/SAR Grants in Last Fiscal Year
===============================================================================================
===============================================================================================
                                      Individual Grants
===============================================================================================
===============================================================================================
       (a)                   (b)                     (c)                (d)           (e)
===============================================================================================
===============================================================================================
       Name         Number of Securities         % of Total
                         Underlying         Options/SARs Granted    Exercise or
                    Options/SARs Granted   to Employees in Fiscal   Base Price     Expiration
                             (#)                    Year              ($/Sh)         Date
<S>                 <C>                      <C>                     <C>           <C>

===============================================================================================
===============================================================================================
Jack Rubinstein,   October 18, 2001                 72.2%          Market        December 31,
Chairman of the    350,000 options                                 ($0.40 per    2006
Board                                                              share)
===============================================================================================
===============================================================================================
Richard Cohen,     October 18, 2001                  12.4%         $0.60 per     December 31,
former president   60,000 options                                  share         2005
===============================================================================================
===============================================================================================
Douglas
Harrison-Mills,    February 28, 2001                 15.4%         $2.50 per     December 31,
former director    75,000 options                                  Share         2005
===============================================================================================
</TABLE>



In February  2001,  the company  instituted  the  2001-02  Non  Statutory  Stock
Incentive  Plan in order to award  stock  options,  restricted  stock  and stock
bonuses to selected  individuals  who make  contributions  to the success of our
company. On February 28, 2001 we awarded options to purchase our common stock at
the above-market  exercise price of $2.50 as follows:  Jack Rubinstein:  350,000
options,  R. Scott Barter 150,000  options,  and Douglas  Harrison-Mills  75,000
options. The options to Messrs. Barter and Rubinstein were rescinded. On October
18, 2001, Jack  Rubinstein was awarded options to purchase  350,000 shares of at
the market  price of $0.40 per share.  On October 15,  2001,  Richard  Cohen was
awarded  options to  purchase  60,000  shares of our  common  stock at $0.60 per
share.  An aggregate of 585,000  options  issued during  fiscal year 2001.  This
number does not include 400,000 options that were ultimately rescinded.

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The names and holdings of owners of more than five percent of our voting common
stock and of management are listed below:
<TABLE>
<CAPTION>

                                                           Percentage
Name and Address of                    Shares Held(1)      Owned
Director
----------------------                 --------------      -----------
<S>                                     <C>                <C>

Jack Rubinstein(2)                      908,750             26.8%
Chairman of the Board
250 East Hartsdale Avenue
Suite 21
Hartsdale, NY 10530

Unifund Financial Group, Inc.(2)        689,800             2.04%
575 Madison Avenue
New York, NY 10022

R. Scott Barter(3)                      209,400              0.6%
575 Madison Avenue
New York, NY 10022

Richard Cohen (3)                        50,000              1.4%
100 Hartsdale Avenue
Hartsdale, NY

 (All officers and directors as a
group - 1 person)                       908,750              26.8%

      Totals                          1,857,950              54.8%
                                   ------------          ---------
</TABLE>


(1)  All shares held are of our common stock.  Allocations  have been determined
     as of the most recent practicable date prior to the SecurePay  acquisition,
     March 15, 2001.

(2)  On  October  1,  2001,  Fali  Rubinstein  was  awarded  160,000  shares  of
     restricted  stock  in  lieu  of  monetary  compensation  for  research  and
     administrative  services rendered to our company.  Fali Rubinstein and Jack
     Rubinstein are married. The ownership of these shares is attributed to Jack
     Rubinstein.  On October 18, 2001,  Jack  Rubinstein was awarded  options to
     purchase  350,000  shares of at the market price of $0.40 per share.  These
     options are immediately exercisable. Further, subsequent to the 2001 fiscal
     year end, on March 8th, 2002, Jack Rubinstein lent our company $100,000 for
     working capital  purposes.  The promissory note evidencing this transaction
     has a term of one year and bears  simple  interest  at the rate of 8%.  The
     principal  and  interest of the note is  convertible  into common  stock of
     Pipeline  at  the  then  current  market  price  of  $0.35  per  share.  In
     consideration  for the loan, Mr.  Rubinstein  received warrants to purchase
     100,000  shares of our common  stock for the current  market price of $0.35
     per share.

(3)  This entity is controlled  by Mr.  Barter and its share  ownership in us is
     attributed  to him.  Mr.  Barter  resigned as our  director on February 28,
     2001. The referenced  amount does not include options to purchase shares of
     our common  stock at the market  price $0.35 per share issued after the end
     of the 2001 fiscal year on February 28, 2002.

(4)  Mr. Cohen  resigned as our  president  on October 18, 2001.  On October 18,
     2001,  Richard Cohen was awarded  options to purchase  60,000 shares of our
     common stock at $0.60 per share.
<PAGE>

Item 12. Certain Relationships and Related Transactions.

In February  2001,  the company  instituted  the  2001-02  Non  Statutory  Stock
Incentive  Plan in order to award  stock  options,  restricted  stock  and stock
bonuses to selected  individuals  who make  contributions  to the success of our
company. On February 28, 2001 we awarded options to purchase our common stock at
the exercise price of $2.50 as follows:  Jack Rubinstein:  350,000  options,  R.
Scott Barter 150,000 options,  and Douglas  Harrison-Mills  75,000 options.  The
options to Messrs.  Barter and Rubinstein were  rescinded.  On October 18, 2001,
Jack Rubinstein was awarded options to purchase  350,000 shares of at the market
price of $0.40 per share. On October 15, 2001, Richard Cohen was awarded options
to purchase 60,000 shares of our common stock at $0.60 per share. On October 18,
2001,  Sheila  Corvino was awarded  options to  purchase  100,000  shares at the
market price of $0.40 per share.

On July 1, 2001, we issued 50,000 shares of our common stock to Richard Cohen in
consideration of his becoming our president.

On September  30, 2001,  we issued  50,000  shares of our common stock to Sheila
Corvino in lieu of monetary consideration for legal services rendered.

On October 1, 2001,  Fali  Rubinstein  was awarded  160,000 shares of restricted
stock in lieu of monetary compensation for research and administrative  services
rendered to our company.  The  ownership of these shares is  attributed  to Jack
Rubinstein.

Subsequent to December 31, 2001,  certain material  transactions  have occurred.
They are identified below:

On March 14,  2002,  Accu-Search  renegotiated  their note with us. We agreed to
convert the $200,000 note with interest  totaling  $224,000 into preferred stock
of  Accu-Search.  They will also pay an upfront  payment  of $4,000 in cash.  In
addition,  Accu-Search  will  provide  Pipeline  Data two  years  web  access to
Accu-Search's  on-line data and map system.  Final contracts are being finalized
and it is expected that this  transaction  should be signed and monies delivered
on or about April 30th.

On March 8th, 2002, Jack Rubinstein, our chairman of the board, lent our company
$100,000 for working  capital  purposes.  The promissory  note  evidencing  this
transaction  has a term of one year and bears simple interest at the rate of 8%.
The  principal  and  interest of the note is  convertible  into common  stock of
Pipeline at the then current market price of $0.35 per share.  In  consideration
for the loan, Mr. Rubinstein received warrants to purchase 100,000 shares of our
common stock for the current market price of $0.35 per share.

Effective March 19, 2002, we acquired SecurePay, Inc., an integrated provider of
transaction processing services,  gateway services, related software application
products and value added services to wireless and Internet merchants.

As a result of this transaction,  SecurePay becomes our wholly owned subsidiary.
The  acquisition of SecurePay was  accomplished by a stock for stock exchange in
which we acquired all of the issued and outstanding common stock of SecurePay in
exchange for the issuance of 7,600,000  newly issued shares of our common stock.
The former  shareholders  of SecurePay have certain earn-in  capabilities  based
upon revenue milestones achieved within a specified period of time.
<PAGE>

Item 13. Exhibits and Reports on Form 8-K.

(a)  The following documents are filed as part of this report.

1.   Financial Statements

     Report of Thomas P. Monahan, Independent Certified Public Accountant

     Balance Sheet as of December 31, 2001

     Statement of Operations for the years ended December 31, 2001, and 2000

     Statement of Cash Flows for the years ended December 31, 2001 and 2000

     Statement of Stockholders' Equity for the years ended December 31, 2001 and
          2000

     Notes to Financial Statements

2.   Exhibits

(a)  The following exhibits are included as part of this report:

EXHIBIT
NUMBER DESCRIPTION LOCATION

(3)  Articles of Incorporation and Bylaws:

3(i) Articles of Incorporation*

3(ii) Bylaws*

(8)  Consents - Experts:

8(i) Consent of Thomas P. Monahan Filed electronically herewith

(10) Material Agreements

(10)(i)  Acquisition  Agreement  by and  among  Pipeline  Data  Inc.,  SecurePay
     Corporation and its  shareholders  dated March 15, 2002 and effective as of
     March 19, 2002.

(10)(ii) Form of Lock-Up  Agreement  dated March 15, 2002 and effective of March
     19, 2002

(10)(iii) Form of Registration Rights Agreement


*    Previously filed.

(b) Reports on Form 8-K.

A report  on Form 8-K has been  filed on the same  date as this  report  on Form
10-KSB,  April 15, 2002.  The purpose of the Form 8-K is to report the SecurePay
transaction and changes to the officers and directors of the registrant.


<PAGE>


                               Thomas P. Monahan
                          Certified Public Accountant
                             208 Lexington Avenue
                          Paterson, New Jersey 07502
                                (973) 790-8775
                              Fax (973) 790-8845

To The Board of Directors and
Shareholders of Pipeline Data Inc.
(a development stage company),

I have  audited  the  accompanying  balance  sheet of  Pipeline  Data,  Inc.  (a
development stage company) as of December 31, 2001 and the related statements of
operations, cash flows and shareholders' equity for the years ended December 31,
2000 and 2001 and for the period from  inception,  June 23, 1987 to December 31,
2001.  These  financial  statements  are  the  responsibility  of the  company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit 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  and   significant   estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Pipeline Data, Inc. (a development
stage  company)  as of  December  31,  2001 and the  results of its  operations,
shareholders'  equity and cash flows for the years ended  December  31, 2000 and
2001 and for the period from  inception,  June 23, 1997 to December  31, 2001 in
conformity with generally accepted accounting principles.

The accompanying  financial statements have been prepared assuming that Pipeline
Data,  Inc. (a development  stage company) will continue as a going concern.  As
more fully described in Note 2, the company has incurred  operating losses since
the  date  of  reorganization  and  requires   additional  capital  to  continue
operations. These conditions raise substantial doubt about the company's ability
to  continue  as a going  concern.  Management's  plans as to these  matters are
described in Note 2. The financial  statements do not include any adjustments to
reflect the possible effects on the  recoverability and classification of assets
or the  amounts  and  classifications  of  liabilities  that may result from the
possible  inability of Pipeline  Data,  Inc. (a  development  stage  company) to
continue as a going concern.

Thomas P. Monahan, CPA
March 25, 2002
Paterson, New Jersey

                                         F-1
<PAGE>

<TABLE>
<CAPTION>

                               PIPELINE DATA, INC.
                          (A development stage company)
                                  BALANCE SHEET

                                                               December 31,
                                                               2001
                                                               -----------
<S>                                                             <C>

                                   Assets
Current assets
Cash and cash equivalents                                     $  95,578
 Note receivable                                                230,000
                                                              ----------
Total current assets                                            325,578
Property and equipment                                             -0-
                                                              ----------
Total assets                                                  $ 325,578
                                                                =======
                     Liabilities and Stockholders' Equity
Current liabilities
 Accrued expenses                                             $  83,121
                                                               --------
        Total current liabilities                                83,121

Stockholders' Equity
Preferred  stock  authorized
5,000,000  shares,  $.001 par value each.
At December 31, 2001 there are -0-
shares outstanding

Common  stock  authorized  20,000,000
shares,  $.001  par value  each.  At
December 31, 2001 there are 3,386,890
shares outstanding, respectively                                  3,387

Additional paid in capital                                    1,251,124
Deficit accumulated during development stage                ( 1,012,054)
                                                               ---------
Total stockholders' equity                                      242,457
                                                               ---------
Total liabilities and stockholders' equity                   $  325,578
                                                              =========
</TABLE>


                 See accompanying notes to financial statements

                                      F-2


<PAGE>


<TABLE>
<CAPTION>

                               PIPELINE DATA, INC.
                          (A development stage company)
                             STATEMENT OF OPERATIONS

                                                                                                      For the period
                                                              For the           For the               from inception,
                                                              year ended        year ended            June 23, 1997,
                                                              December 31,      December 31,          to December 31,
                                                              2000              2001                  2001
                                                              -----------       ------------          --------------------
<S>                                                           <C>               <C>                   <C>


Revenue                                                       $   -0-          $   -0-                 $  52,500

Cost of goods sold                                                -0-              -0-                     -0-
                                                               ---------        -----------            ------------------

Gross profit                                                      -0-              -0-                    52,500

Operations
General and administrative                                      106,420         254,296                   551,763

Non cash compensation legal
and consulting fee                                                1,000         146,125                   541,125
Depreciation and
amortization                                                       -0-                                      2,852
                                                                ---------       ----------             -------------

Total expense                                                   107,420         400,421                 1,095,740
                                                               ---------        ----------             -------------

Income (loss) from
operations                                                    (107,420)        (400,421)               (1,043,240)

Other income and
expenses
Interest income                                                  9,766           25,842                    35,608
 Interest expense                                                 -0-              -0-                 (    4,422)
                                                              ----------        -----------            ------------

Total other
 expenses                                                      9,766             25,842                    31,186
                                                              --------          ---------               ----------

Income (loss)                                               $(97,654)         $(347,579)             $ (1,012,054)
                                                             ========           =========               ==========
Net income (loss)
per share - basic                                             $(0.04)            $(0.12)
                                                              =======           ========
Number of
shares outstanding
- basic                                                     2,522,472          3,215,223
                                                            =========            =======

</TABLE>

                See accompanying notes to financial statements

                                      F-3


<PAGE>

<TABLE>
<CAPTION>

                              PIPELINE DATA, INC.
                         (A development stage company)
                            STATEMENT OF OPERATIONS

                                                    For the three               For the three
                                                    months Ended                months  Ended
                                                    December 31,                December 31,
                                                    2000                        2001
                                                    -----------                 ------------
<S>                                                  <C>                        <C>

Revenue                                              $ -0-                       $-0-

Cost of goods sold                                     -0-                        -0-

Gross profit                                           -0-                        -0-
                                                     ----------                 ---------
Operations
General and administrative                            48,786                      98,510

Non  cash   compensation   legal
and consulting fee                                                                78,625
Depreciation and amortization                                                      -0-
                                                     ---------                  ---------
Total expense                                         48,786                     177,135
                                                      --------                  --------
Income (loss) from operations                        (48,786)                   (177,135)

Other income and expenses
    Interest income                                    7,293                       6,219
    Interest expense                                    -0-                         -0-
                                                    ----------                  -----------
Total other expenses                                   7,293                       6,219
                                                    ----------                  -----------
Income (loss)                                       $(41,493)                   $170,916
                                                     ========                   ==========
Net income (loss) per share -
 basic                                             $  (0.02)                    $  (0.05)
                                                   =========                    =========
Number of shares outstanding -
 basic
                                                   2,522,472                   3,215,223
                                                   =========                    =========
</TABLE>

                See accompanying notes to financial statements

                                      F-4


<PAGE>

<TABLE>
<CAPTION>
                               PIPELINE DATA, INC.
                          (A development stage company)
                             STATEMENT OF CASH FLOWS

                                                                       For the period
                                      For the           For the        from inception,
                                      year ended        year ended     June 23, 1997,
                                      December 31,      December 31,   to December 31,
                                      2000              2001           2001
                                      -----------       ------------    --------------
<S>                                   <C>               <C>             <C>

Cash Flows From
  Operating Activities
  Net income (loss)                  $  (97,654)        $ (374,579)    $ (1,012.059)
    Add items not affecting cash
    Non cash compensation
    consulting  fees paid
 with shares of common stock              1,000            146,125          541,125
    Depreciation                                             -0-              2,852
    Changes in non cash
    Operating accounts
    Accrued interest receivable          (6,000)           (24,000)         (30,000)
    Accrued expenses                     15,084             47,019           83,121
                                      ------------       ------------    -----------
    Total Cash Flows From
     Operations                         (87,570)          (205,435)        (414,956)
Cash Flows From
  Investing Activities
    Note receivable                    (200,000)                           (200,000)
    Purchase of office equipment          -0-                                (2,852)
                                      -----------        -----------    ------------
    Total Cash Flows From
     Investing Activities              (200,000)                           (202,852)
Cash Flows From
  Financing Activities

   Officer loans payable                  -0-                                  -0-
    Sale of common stock                473,715                             598,465
    Capital contribution                  -0-                               114,921
                                      ----------                         ------------
   Total Cash Flows From
     Financing Activities               473,715                             713,386

Net increase (decrease) in
  Cash                                  186,145            (205,435)
Cash balance -
beginning of period                     114,868             301,013           -0-
                                     ----------           ---------       ---------
Cash balance - end of period           $301,013              95,578          95,578
                                      =========            ========        =========
Non cash activities
    Issuance  of  common   stock  in
    consideration for  consulting
    services                             1,000             146,125          541,125
</TABLE>


                See accompanying notes to financial statements

                                      F-5


<PAGE>

<TABLE>
<CAPTION>

                               PIPELINE DATA, INC.
                          (A development stage company)
                        STATEMENT OF STOCKHOLDERS EQUITY
                                                                                     Deficit
                                                                                     accumulated
                           Common             Common            Additional           during
 Date                      Stock              Stock             paid in              development
                                                                capital              stage                   Total
----                       ---------          --------          ----------           -----------             --------
<S>                        <C>                <C>               <C>                  <C>                     <C>
June 24, 1997                   100               $ 1            $  9,748                -                     $ 9,749
                                ===               ===             =======              =======               ==========

Forward split of shares
December 18, 1998          1,000,000          $ 1,000          $    8,749                 -                    $ 9,749
Cancellation of shares
December 18, 1998           (750,000)            (750)                750
Net (loss)                                                                             (38,620)                (38,620)
                          -----------           ------           ---------            ---------                --------
December 31, 1997
restated                     250,000              250             $ 9,499           $  (38,620)              $ (28,871)

Shares issued
for consulting fees          752,500              752             187,373                  -                   188,125
Net (loss)                                                                            (236,509)               (236,509)
                           -----------          ------          -----------          -----------            ------------
December 31, 1998          1,002,500           $1,002          $  196,872             $(275,129)             $ (77,255)

Sale of shares             1,247,500            1,248             310,627                                       311,875
Capital contribution                                              105,172                                       105,172
Cancellation of shares       (25,000)             (25)            (6,225)                                       (6,250)

Shares issued
for legal fees               100,000              100             24,900                                         25,000
Net (loss)                                                                             (264,674)               (264,674)
                          -----------            ----            -------                -------                --------
December 31, 1999          2,325,000           $2,325         $  631,346              $(539,803)              $  93,868

Shares issued for
services                       2,000                2                998                                          1,000

Sale of shares and
warrants                     789,890              790            472,925                                         473,715
Net (loss)                                                                            (  97,654)              (  97,654)
                          -----------           -----           --------                --------                --------
Balances
December 31,
2000                        3,116,890          $3,117         $1,105,269             $ (637,457)              $  470,929

Shares issued
for legal fees                 50,000              50             24,325                                          24,375

Shares issued for
services                      220,000              220           121,530                                         121,750

 Net (loss)                                                                            (374,597)                (374,597)
                             ---------            -----          --------               --------                --------
Balances
December 31,
2001                        3,386,890            $3,387       $1,251,124           $ (1,012,054)              $  242,457
                            =========            =======      ==========              ==========               =========
</TABLE>


                See accompanying notes to financial statements

                                      F-6


<PAGE>


                               PIPELINE DATA, INC.
                          (A development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001

Note 1 - Organization of Company

a.   Organization of company and issuance of common stock

Pipeline Data,  Inc.,  (the  "company") was formed under the laws of Delaware on
June 23, 1997 and was  originally  authorized  to issue  2,000  shares of common
stock,  $0.001 par value each and 1,000  shares of preferred  stock,  $0.001 par
value each. In May, 1999, the company amended its  certificate of  incorporation
increasing the authorized number of shares of common stock to 20,000,000, $0.001
par value each and increasing the authorized number of shares of preferred stock
to 5,000,000, $0.001 par value each.

b.   Description of the company

The company is  considered  to be a  development  stage  business that is in the
process  of  developing  a web site on the  World  Wide Web for the  purpose  of
selling health care products and sharing its expertise by doing consulting.

c.   Issuance of shares of common stock

On June 24, 1997,  the company sold 1,000,000  shares to Mr. Jack  Rubinstein in
consideration for $100 cash.

Between June 20, 1997 and August 20, 1997,  Mr.  Rubinstein  contributed  to the
company's  capital  an  additional  $9,649  in  expenses  paid on  behalf of the
company.

On December 18, 1998, Mr. Rubinstein remitted back to the company 750,000 shares
of common stock for cancellation.

On December  18, 1998,  the company  issued  752,500  shares of common stock for
consulting  services  valued at  $188,125  or $0.25  per share to the  following
individuals and companies and in the following  amounts:  123,750 shares to Jack
Rubinstein; 100,000 to R. Scott Barter; 50,000 shares to Douglas Harrison-Mills;
50,000 shares to Brad Smith; 25,000 shares to Alan Scott; and 403,750 to Unifund
Financial Group, Inc.

The company sold an aggregate of 247,500 shares of common stock for an aggregate
consideration  of $61,875 which includes  partial payment with cash  aggregating
$24,750 or $0.10 per share and in  consideration  of the  payment of  consulting
fees aggregating $37,125 or $.15 per share.

                                      F-7


<PAGE>




Note 1c. Issuance of shares of common stock, continued.

For the period April 1, 1999 to  September  30,  1999,  the company  received an
aggregate  of  $105,172  as  an  additional   contribution  to  capital  from  a
shareholder of the company.

On October 1, 1999, Sheila Corvino was awarded 50,000 shares of our common stock
in partial  consideration  of legal  services  rendered to our company valued at
$12,500 or $.25 per share.

The company has canceled the issuance of 25,000 shares of common stock issued to
Alan Scott and has adjusted  operations for the cancellation  aggregating $3,125
or $.25 per share.

On December 31, 1999, Kaplan Gottbetter & Levenson LLP was awarded 50,000 shares
of our common stock in partial  consideration of legal services  rendered to our
company aggregating $12,500 or $.25 per share.

As of December  31, 1999,  the company sold an aggregate of 1,000,000  shares of
common stock for an aggregate  consideration  of $250,000 which includes partial
payment of cash aggregating  $100,000 or $0.10 per share and in consideration of
the payment of consulting fees, aggregating $150,000 or $.15 per share.

As of September  30, 2000,  the Company  issued 2,000 shares of common stock for
$1,000 or $0.50 per share for printing services.

The company  conducted an initial public offering of its common stock and common
stock purchase  warrants and has sold 789,890 shares of common stock and 785,210
class A redeemable  warrants for  aggregate  proceeds for  $473,715.  No class B
redeemable  warrants were sold, but all 1,000,000 were issued to shareholders as
a dividend.

On July 1, 2001,  the Company  issued  50,000  shares of common stock to Richard
Cohen,  in  consideration  of  services  valued at  $38,875  or $0.75 per share,
representing 75% of the closing bid price on issuance.

On September  30,  2001,  the Company  issued an aggregate of 220,000  shares of
common  stock for an  aggregate  consideration  of  $107,250 or $0.488 per share
representing  75% of the closing bid price on issuance,  as follows:  160,000 to
Fali  Rubinstein,  chief  administrative  officer  and wife of Jack  Rubinstein,
10,000 shares to Jose  Fernandez,  for consulting  services and 50,000 shares to
Sheila Corvino, Esq. for legal services.

                                      F-8


<PAGE>



Note 2- Summary of Significant Accounting Policies

a.   Basis of Financial Statement Presentation

The accompanying  unaudited  financial  statements have been prepared on a going
concern basis of accounting  principles  applicable to a "going concern",  which
assumes  that the company will  continue in operation  for at least one year and
will be able to realize its assets and discharge its  liabilities  in the normal
course of operations.

Several conditions and events cast doubt about the Company's ability as a "going
concern".  The Company has incurred  losses before of $1,012,065  for the period
from  inception  June 23, 1997,  to December  31, 2001 and  requires  additional
financing for its operations and to complete web site  development.  The company
conducted  an  initial  public  offering  of its common  stock and common  stock
purchase  warrants and has sold 789,890 shares of common stock and 785,210 class
A  redeemable  warrants for  aggregate  proceeds  for  $473,715.  The company is
anticipating  that with the completion of this initial public  offering and with
the  increase in working  capital,  the company will be able to complete its web
site and experience an increase in sales.  The company will require  substantial
additional funds to finance its business activities on an ongoing basis and will
have a continuing long-term need to obtain additional  financing.  The company's
future capital  requirements will depend on numerous factors including,  but not
limited to, continued progress developing its source of inventory of health care
products, regulations relating to the Internet marketing business and initiating
marketing  penetration.  The company  plans to engage in such ongoing  financing
efforts on a continuing basis.

These financial statements do not reflect adjustments that would be necessary if
the  Company  were unable to continue  as a "going  concern".  While  management
believes  that the actions  already  taken or planned as described  above,  will
mitigate the adverse  conditions and events which raise doubt about the validity
of the "going concern  assumption used in preparing these financial  statements,
there can be no assurance that these actions will be successful.

The financial  statements  presented consist of the balance sheet of the company
as at December 31, 2001 and the related  statements of operations and cash flows
for the  years  ending  December  31,  2000  and 2001  and for the  period  from
inception, June 23, 1997 to December 31, 2001.

b.   Cash and cash equivalents

The  company  treats  temporary  investments  with a maturity of less than three
months as cash.

c.   Revenue recognition

Revenue is recognized when products are shipped or services are rendered.

                                      F-9


<PAGE>



Note 2- Summary of Significant Accounting Policies, continued.

d.   Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
effect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results ould differ from those estimates.

e.   Asset Impairment

The  company  adopted  the  provisions  of  SFAS  No.  121,  Accounting  for the
impairment  of long lived  assets and for  long-lived  assets to be  disposed of
effective  January  1,  1996.  SFAS No.  121  requires  impairment  losses to be
recorded on long-lived  assets used in operations  when indicators of impairment
are present and the estimated  undiscounted  cash flows to be generated by those
assets are less than the assets'  carrying  amount.  SFAS No. 121 also addresses
the accounting for long-lived  assets that are expected to be disposed of. There
was no effect of such adoption on the company's financial position or results of
operations.

f.   Research and Development Expenses

Research and development expenses are charged to operations when incurred.

g.   Property and Equipment

Property  and  equipment  are  stated  at cost  less  accumulated  depreciation.
Depreciation is computed over the estimated useful lives using the straight line
methods  over a period of seven  years.  Maintenance  and  repairs  are  charged
against operations and betterment's are capitalized.


h.   Significant Concentration of Credit Risk

At  December  31,  2001,  the  company  has  concentrated  its  credit  risk  by
maintaining deposits in several banks. The maximum loss that could have resulted
from this risk totaled -0-.

i.   Recent Accounting Pronouncements

Computer  software costs that are incurred in the preliminary  project stage are
expensed as incurred. Once the capitalization criteria of the SOP have been met,
costs incurred when developing computer software for internal are capitalized.

                                      F-10


<PAGE>


Note 2- Summary of Significant Accounting Policies, continued.

j.   Accounting for Stock-Based Compensation

The Company  accounts for its stock-based  compensation  plans under  Accounting
Principles  Board  Opinion  ("APB")  No.  25,  "Accounting  for Stock  Issued to
Employees"  and  related   interpretations.   In  October  1995,  the  Financial
Accounting Standards Board issued Statement No. 123, "Accounting for Stock-Based
Compensation"  (SFAS No. 123), which  establishes a fair  value-based  method of
accounting  for  stock-based  compensation  plans.  The  Company has adopted the
disclosure-only alternative under SFAS No. 123, which requires disclosure of the
pro forma effects on net loss and net loss per share as if stock-based  employee
compensation  was  measured  under  SFAS  No.  123,  as  well as  certain  other
information.  The Company accounts for stock-based compensation to non-employees
using the fair value method in accordance  with SFAS No. 123 and Emerging Issues
Task Force (ERIF) 96-18. The Company has recognized  deferred stock compensation
related to certain stock option grants (see Note 11).

Note 3 - Related Party transactions

a.   Issuance of shares of common stock

On June 24, 1997,  the company sold 1,000,000  shares to Mr. Jack  Rubinstein in
consideration for $100 cash.

Between  June 20, 1997 to August 20, 1997,  Mr.  Rubinstein  contributed  to the
company's  capital  an  additional  $9,649  in  expenses  paid on  behalf of the
company.

On December 18, 1998, Mr. Rubinstein remitted back to the company 750,000 shares
of common stock for cancellation.

On December  18, 1998,  the company  issued  752,500  shares of common stock for
consulting  services  valued at  $188,125  or $0.25  per share to the  following
individuals and companies and in the following  amounts:  123,750 shares to Jack
Rubinstein; 100,000 to R. Scott Barter; 50,000 shares to Douglas Harrison-Mills;
50,000 to Brad  Smith;  25,000  shares to Alan  Scott;  and  403,750  to Unifund
Financial Group, Inc.

For the  period  April 1, 1999 to  September  30,  1999,  the  company  received
$105,172 as an  additional  contribution  to capital from a  shareholder  of the
company.

Mr.  Jack  Rubinstein,  converted  the  balance  of  his  officer  loan  payable
aggregating $43,672 to additional paid in capital.

On July 1, 2001,  the Company  issued  50,000  shares of common stock to Richard
Cohen, in consideration of services valued at $38,875 or $0.75 per share.

                                      F-11


Note 3 - Related Party transactions, continued.

On September  30,  2001,  the Company  issued an aggregate of 220,000  shares of
common  stock as  follows:  160,000  to Fali  Rubinstein,  chief  administrative
officer  and wife of Jack  Rubinstein,  10,000  shares  to Jose  Fernandez,  for
consulting  services  and  50,000  shares  to  Sheila  Corvino,  Esq.  for legal
services.

b.   Office Location

The company  occupies  office  space at the office of the  President at 250 East
Hartsdale Avenue, Hartsdale, New York, 10530 at a monthly rental of $500.

For the period from  inception,  June 23, 1997, to December 31, 2001 and for the
year ending December 31, 2001, rent expense was $27,148 and $9,000 respectively.

c.   Officer Compensation

For the period from inception,  June 23, 1997, to December 31, 2001, the company
has  accrued a minimal  compensation  of $500 per month as  compensation  to Mr.
Rubinstein as consideration for services while the company is in the development
stage of development as aggregating $33,000.

Note 4 - Note Receivable

In  November,  2000,  the  Company  advanced  $200,000 to  Accu-Search,  Inc. as
evidenced by a Note  Receivable  which is due on December 31, 2001 with interest
at 12% per annum. As a further inducement for the Note,  Accu-Search,  Inc. gave
Pipeline  Data Inc.  a  perpetual  non  transferrable  license  in an  automated
software process to convert multiple inputted documents into transmittable Adobe
PDA formats.  The software may only be use the Licensed  Technology  to increase
the functionality of its own web-site by being able to convert any documentation
it  receives  into Adobe PDF format.  The Company has not placed a valuation  on
this asset.  Subsequent  to the date of the  financial  statements,  Accu-Search
renegotiated  their note with the  Company.  The  parties  agreed to convert the
$200,000  note  with  interest   totaling   $224,000  into  preferred  stock  of
Accu-Search.  They  will also pay an  upfront  payment  of  $4,000  in cash.  In
addition,  Accu-Search  will  provide  Pipeline  Data two  years  web  access to
Accu-Search's  on-line data and map system.  Final contracts are being finalized
and it is expected that this  transaction  should be signed and monies delivered
on or about April 15th.

Note 5 - Commitments and Contingencies


At  December  31,  2001,  the  company has not  entered  into any  contracts  or
commitments.


                                      F-12

Note 6 - Income Taxes

The  company  provides  for the tax  effects  of  transactions  reported  in the
financial statements. The provision if any, consists of taxes currently due plus
deferred taxes related primarily to differences  between the basis of assets and
liabilities for financial and income tax reporting.  The deferred tax assets and
liabilities,  if any  represent  the  future tax  return  consequences  of those
differences,  which will  either be taxable  or  deductible  when the assets and
liabilities  are recovered or settled.  As of December 31, 2001, the company had
no material current tax liability, deferred tax assets, or liabilities to impact
on the company's  financial  position  because the deferred tax asset related to
the  company's  net  operating  loss  carry  forward  and was fully  offset by a
valuation allowance.

At December  31, 2001,  the company has net  operating  loss carry  forwards for
income tax purposes of $1,012,054 respectively.  This carry forward is available
to offset  future  taxable  income,  if any,  and expires in the year 2010.  The
company's  utilization  of this carry forward  against future taxable income may
become subject to an annual  limitation due to a cumulative  change in ownership
of the company of more than 50 percent.


The  components  of the net  deferred  tax asset as of December  31, 2001 are as
follows:

        Deferred tax asset:
        Net operating loss carry forward        $ 344,098
        Valuation allowance                     $(344,098)
                                                -----------
        Net deferred tax asset                  $   -0-
                                                -----------

The  company  recognized  no income tax benefit  for the loss  generated  in the
period from inception, June 23, 1997, to December 31, 2001.


SFAS No. 109 requires that a valuation allowance be provided if it is more
likely than not that some portion or all of a deferred Ftax asset will not be
realized. The company's ability to realize benefit of its deferred tax asset
will depend on the generation of future taxable income.

Because the company has yet to  recognize  significant  revenue from the sale of
its products,  the company  believes that a full valuation  allowance  should be
provided.

Note 7 - Property and Equipment

Capital Assets consisted of the following at December 31, 2001:

        Asset                        Accumulated
                            Cost     Depreciation   Total
        Office equipment    $2,582   $2,852         $  -0-

Note 8 - Preferred Stock

The company's authorized capital stock consists of 5,000,000 shares of preferred
stock, par value $.001 per share.

The board of  directors  of the  company  has the  authority  to  establish  and
designate any shares of stock in series or classes and to fix any  variations in
the designations, relative rights, preferences and limitations between series as
it deems appropriate, by a majority vote.

The  preferred  stock  may be  issued in  series,  each of which  may  vary,  as
determined by the board of directors, as to the designation and number of shares
in such series,  voting power of the holders thereof,  dividend rate, redemption
terms  and  prices,  voluntary  and  involuntary  liquidation  preferences,  and
conversion rights and sinking fund requirements, if any, of such series.

As of December 31, 2001, the number of shares outstanding is -0-.

                                      F-13


Note 9 - Business and Credit Concentrations

The amount  reported in the  financial  statements  for cash  approximates  fair
market  value.  Because  the  difference  between  cost and the lower of cost or
market is immaterial,  no adjustment has been  recognized  and  investments  are
recorded at cost.

Financial  instruments  that  potentially  subject  the  company to credit  risk
consist principally of trade receivables. Collateral is generally not required.

Note 10 - Public Offering

The company  conducted an initial public offering of its common stock and common
stock purchase  warrants and has sold 789,890 shares of common stock and 785,210
class A redeemable  warrants for  aggregate  proceeds for  $473,476.  No class B
redeemable warrants were sold, but instead were issued as a dividend to Pipeline
shareholders.

As of December 31, 2001 the company has reserved  785,210 shares of common stock
pending the conversion of the warrants into shares of common stock.

Class A redeemable warrants are exercisable into shares of common stock at $1.50
per share until the third  anniversary  of the  effective  date of the  offering
(April 25, 2000).  Class B redeemable  warrants are  exercisable  into shares of
common  stock at $2.50 per share until the fifth  anniversary  of the  effective
date of the offering.


The company also  registered the sale of 1,250,000  shares of common stock owned
by prior shareholders. Any proceeds and profits from their sale will go to these
shareholders and not to the company. They agreed not to sell any of their shares
until one year from the effective date of the registration statement,  April 26,
2001.

                                      F-14



<PAGE>



Note 11 - Stock Option Issuances

In February  2001,  the company  instituted  the  2001-02  Non  Statutory  Stock
Incentive  Plan in order to award  stock  options,  restricted  stock  and stock
bonuses to selected  individuals  who make  contributions  to the success of our
company. On February 28, 2001 we awarded options to purchase our common stock at
the above-market  exercise price of $2.50 as follows:  Jack Rubinstein:  350,000
options,  R. Scott Barter 150,000  options,  and Douglas  Harrison-Mills  75,000
options. The options to Messrs. Barter and Rubinstein were rescinded.

On October 18,  2001,  the Company  issued an  aggregate  of 510,000  options to
purchase shares of the Company's stock. The strike price for the options was set
at the market price of the Company's  common stock on October 18, 2001.  Options
were issued as follows:

 350,000 Options to Jack Rubinstein, chairman of the board, strike price $0.40;
 100,000 Options to Sheila Corvino Esq., for legal services, strike price $0.40
  60,000 Options to Richard Cohen, President for services, strike price $0.60.

As of December 31,  2001,  no options  have been  exercised  and the Company has
reserved an aggregate of 585,000  shares of common stock pending the exercise of
the options.

   Stock option activity is summarized as follows:

      Options outstanding at beginning of year                  -0-
      Granted                                                 585,000
      Exercised                                                 -0-
                                                             --------
      Options outstanding at end of the year                  585.000

The Company applies APB No. 25 in accounting for its employee stock option plans
and,  accordingly,  recognizes employee  compensation expense for the difference
between the fair value of the underlying common shares and the exercise price of
the  option at the date of grant.  The  effect of  applying  SFAS No. 123 on pro
forma net loss as stated above is not necessarily  representative of the effects
on reported net loss for future years due to, among other things (1) the vesting
period of the stock options and (2) the fair value of  additional  stock options
in future  years (3) the  exercise  price was equal to or higher than the market
price as of the date of the grant.


                                     F-15


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on it behalf by the undersigned, thereunto duly authorized.

                                             PIPELINE DATA INC.

Date: April 15, 2002

                                              By: /s/ MacAllister Smith
                                                  --------------------
                                                  MacAllister Smith
                                                  Chief Executive Officer,
                                                  President, Treasurer
                                                  and Director

Date:April 15, 2002

                              By: /s/Jack Rubinstein
                                  ------------------
                                  Jack Rubinstein,
                                  Chairman of the Board

                              By: /s/ MacAllister Smith
                                  --------------------
                                  MacAllister Smith
                                  Director