UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)

[ ]    Annual report pursuant to section 13 or 15(d) of the Securities  Exchange
       Act of 1934.


[ X ]  Transition  report  pursuant to section 13 or 15(d) of the  Securities
       Exchange  Act of 1934.

For the transition period from January 1, 2000 to June 30, 2000.

Commission file number: 0-23823


                         Wallstreet Racing Stables, Inc.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Colorado                                              84-1313024
------------------------                             --------------------------
(State of incorporation)                             (I.R.S. Identification No.)


1001 Kings Avenue, Suite 200, Jacksonville, FL                        32207
-----------------------------------------------                    ----------
(Address of principle executive offices)                           (Zip Code)


Registrant's telephone number, including area code:   (904) 346-0170
                                                      --------------

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. [X]Yes  []No

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB [X].


<PAGE>

     The aggregate  market value of the common stock held by  non-affiliates  of
the Company was approximately $4,361,662 on September 29, 2000, calculated using
the average between the closing high bid and low asked price thereof as reported
on the OTC Bulletin  Board.  On September 29, 2000,  9,949,383  shares of common
stock were issued and outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE:

     The Proxy  Statement  for the  Annual  Meeting of  Shareholders  to be held
October 19,  2000 is  incorporated  by  reference  herein into Part III,  Item 9
through 12.

Transitional Small Business Disclosure Format: [] Yes  [X] No


<PAGE>

                                     PART IV


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

(a)  Exhibits

     The following is a list of exhibits filed or incorporated by reference into
     this Report:

No.          Description

2(1)         Articles of Merger,  Pipeline  Technologies,  Inc., as the survivor
             and WRS Merger Corp.,  dated April 28, 2000, as filed with the
             Secretary of State of the State of Colorado on June 21, 2000.

3.1(2)       Articles  of  Incorporation,  Colorado,  of  Wallstreet  Racing
             Stables,  Inc.  as filed on July 18,  1995 with the  Colorado
             Secretary of State.

3.2(2)       Articles of Amendment to the Articles of  Incorporation  of
             Wallstreet Racing  Stables,  Inc., as filed on September 18,
             1995 with the Colorado Secretary of State.

3.3(2)       Bylaws of Wallstreet Racing Stables, Inc.

3.4(2)       Amendment to the Bylaws of Wallstreet Racing Stables, Inc.

4(2)         Form of Certificate for Common Stock.

9            Not applicable.

10.1(5)      Employment Agreement between Pipeline Technologies, Inc. and
             Timothy J. Murtaugh dated May 1, 2000.

10.2(5)      Employment Agreement between Pipeline Technologies, Inc. and
             Robert L. Maige dated July 1, 2000.

10.3(5)      Lease between Pipeline Technologies, Inc. and Upchurch-Sutton,
             Inc., dated February 28, 2000.

10.4(5)      Financial Advisory Agreement between Pipeline Technologies, Inc.
             and LM Investment Group, Inc. dated May 1, 2000.

10.5(4,5)    Services Agreement dated May 1, 2000 between Pipeline
             Technologies, Inc. and a network provider.

10.6(4,5)    Resale and  Distribution  Agreement dated April 24, 2000 between
             Pipeline  Technologies,  Inc. and a national calling
             card distributor.

10.7(5)      Form of Convertible Loan Agreement dated June 21, 2000.

10.8(2)      Non-Qualified Stock Option and Grant Plan dated August 1, 1995.

11           Not applicable.

12           Not applicable.

16(3)        Letter,  dated August 21, 2000, from former  certifying
             accountant,  Kish Leake & Associates, P.C.

21(5)        List of subsidiaries.

23           Not applicable.

24           Not applicable.

25           Not applicable.

26           Not applicable.

27(*)        Financial Data Schedule.

99           Not applicable.

* Filed herewith.

(1)  Filed as an Exhibit to Form 8-K dated July 5, 2000 and incorporated  herein
     by reference.

(2)  Filed as an Exhibit to Form SB-2, File No. 333-29859,  on June 20, 1997 and
     incorporated herein by reference.

(3)  Filed as an  Exhibit to Form 8-K/A  dated  July 24,  2000 and  incorporated
     herein by reference.

(4)  Material  identifying the party to this agreement has been omitted pursuant
     to a request  for  confidential  treatment  and filed  separately  with the
     Commission.

(5)  Filed as an Exhibit to our Annual  Report on Form 10-KSB,  filed October 3,
     2000 and incorporated herein by reference.

(b)  Reports on Form 8-K.

     (i)  Form  8-K  dated  June  21,  2000 to  report  changes  in  control  of
          Registrant;

     (ii) Form  8-K/A  dated  June  21,  2000 to  report  Financial  Statements,
          Proforma Financial Information and Exhibits;

     (iii)Form 8-K  dated  July  24,  2000 to  report  Changes  In  Registrant's
          Certifying Accountant;

     (iv) Form 8-K/A  dated  July 24,  2000 to report  Changes  In  Registrant's
          Certifying Accountant; and

     (v)  Form 8-K dated August 22, 2000 to report Change In Fiscal Year.


<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned thereunto duly authorized in Jacksonville,  Florida on
the 5th day of October, 2000.

                                       WALLSTREET RACING STABLES, INC.

                                       By:  /s/ Timothy J. Murtaugh
                                            -----------------------------------
                                            Timothy J. Murtaugh, President,
                                            Chief Executive Officer

Pursuant to the  requirements of the Security  Exchange Act of 1934, as amended,
this Report has been signed by the following  persons in the  capacities  and on
the dates indicated.

Signatures                    Title                              Date
-------------------------     --------------------------         ---------------

/s/ Timothy J. Murtaugh       President, Chief Executive         October 5, 2000
-------------------------     Officer, and Director              ---------------
Timothy J. Murtaugh


/s/ Robert L. Maige, Jr.      Chief Financial Officer,           October 5, 2000
-------------------------     Treasurer and Director             ---------------
Robert L. Maige, Jr.


/s/ John D. McKey, Jr.        Director
-------------------------                                        October 5, 2000
John D. McKey, Jr.                                               ---------------