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

                                   FORM 10-KSB

(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].

     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>


                                TABLE OF CONTENTS

PART I........................................................................1
------

   ITEM 1.   DESCRIPTION OF BUSINESS..........................................1
   ---------------------------------

   ITEM 2.   DESCRIPTION OF PROPERTY..........................................11
   ---------------------------------

   ITEM 3.   LEGAL PROCEEDINGS................................................11
   ---------------------------

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............12
   -------------------------------------------------------------


PART II.......................................................................12
-------

   ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.........12
   ------------------------------------------------------------------

   ITEM 6.       MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF
                 OPERATION....................................................12
   -----------------------------------------------------------------------


   ITEM 7.   FINANCIAL STATEMENTS.............................................19
   ------------------------------

   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE.........................................19
   ---------------------------------------------------------------------


PART III......................................................................20
--------

   ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..............20
   -------------------------------------------------------------

   ITEM 10.    EXECUTIVE COMPENSATION.........................................20
   ----------------------------------

   ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT......................................................20
   -------------------------------------------------------------------------

   ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................20
   ---------------------------------------------------------


PART IV.......................................................................20
-------

   ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K................................20
   -------------------------------------------


PART F/S.....................................................................F-1
--------


SIGNATURES....................................................................23
----------

                                       ii

                                       -2-

<PAGE>

                             Additional Information

     Descriptions  in this Report are  qualified by reference to the contents of
any  contract,  agreement  or  other  documents  described  herein  and  are not
necessarily  complete.  Reference  is made to each such  contract,  agreement or
document filed as an exhibit to this Report,  or previously filed by the Company
pursuant  to  regulations  of  the  Securities  and  Exchange   Commission  (the
"Commission").  (See "Item 13.  Exhibits,  Financial  Statements,  Schedules and
Reports on Form 8-K.")


                Special Note Regarding Forward Looking Statements

     Certain statements contained herein constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking  statements are identified by words such as "hopes,"  "expects,"
"anticipates," "plans" and the like and include, without limitation,  statements
regarding our plan of business operations and related  expenditures,  receipt of
working capital,  potential contractual  arrangements,  anticipated revenues and
related  expenditures.  Factors  that  could  cause  actual  results  to  differ
materially include,  among others, the following:  receipt of additional working
capital,  acceptance of the Company's service in the market place,  competition,
new  regulations  which  might be adopted by Federal or state  governments,  our
costs and the  pricing of our  services,  the level of demand for our  services,
changes in our business  strategies  and other  factors set forth under Item 6.,
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operation.  Most of these  factors  are  outside  the  control  of the  Company.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise required by applicable  securities  statutes or regulations,
the Company  disclaims any intent or obligation to update publicly these forward
looking  statements,  whether as a result of new  information,  future events or
otherwise.

                                       iii

                                       -3-

<PAGE>

                                     PART I

Item 1. Description of Business

General

     Wallstreet Racing Stables,  Inc., is a Colorado  corporation doing business
as Pipeline  Technologies,  Inc. We were originally  founded to acquire and race
thoroughbred  racehorses.  In June, 2000, our subsidiary,  WRS Merger Corp., was
merged into Pipeline  Technologies,  Inc., a Florida  corporation,  and we began
operation in the communications  industry. At that time, we began doing business
under the name Pipeline  Technologies.  Pipeline was organized under the laws of
the State of Florida in December,  1999. All  references to our company  include
our wholly-owned subsidiary, Pipeline.


Our Products and Service.

     We currently offer nationwide, voice over Internet protocol ("VoIP") based,
monthly  flat-rate  long distance  service.  Our services are marketed under the
tradename  "Ride the  Pipe.com."  Customers  who  subscribe  to our  service are
offered  unlimited  long  distance  service for a flat monthly rate which varies
between residential and commercial customers.  Our service is distinguished from
that of traditional  telephone  companies,  as we offer  flat-rate long distance
service for which  traditional  telephony  companies  bill on a  usage-sensitive
basis.

     Our VoIP service  utilizes a private  network to transmit voice in a manner
similar to information  transmitted over the Internet.  However,  we believe our
technology  offers  advantages to using the Internet as a network.  We intend to
utilize this emerging  technology to provide flat-rate,  unlimited long distance
service to affinity groups and members of the general public.

     We also offer VoIP based prepaid long  distance  calling cards to customers
throughout the United  States.  Similar to calling cards offered by a variety of
other companies,  our calling cards offer prepaid long distance calling anywhere
in the  U.S.  Unlike  other  companies,  however,  our  cards  do not  charge  a
connection fee, so all of the customers'  money goes directly into long distance
service.  We also  believe  that our  service is  distinguished  by the  quality
offered by our network  provider.  Purchasers  of our calling cards are provided
personal identification numbers, which in turn provide access to the network for
the duration of the call.

     We are a very recent entrant into the competitive  communications industry.
We began offering our service in May, 2000,  following execution of an agreement
with our network  provider.  Our marketing  focus is geared to  residential  and
small commercial customers. However, as of fiscal year end June 30, 2000, we had
very few  customers  and very limited  revenues.  We should be considered in the
development stage and are subject to all the risks inherent in that status. (See
Item 6., Management's Discussion and Analysis of Financial Condition and Results
of Operation).

                                        1

                                       -4-

<PAGE>

     Voice  communication is currently  conducted  primarily  through  telephone
lines operated by regional telephone companies.  Despite substantial competition
among these  carriers and their  resellers,  traditional  forms of long distance
voice  communication  are  relatively  expensive.  The  reason  for this is that
traditional voice communication takes place over independent circuits which must
be open throughout the  conversation.  As only one conversation can be conducted
over a circuit, the cost to complete the call is relatively expensive.

     As  interest  in the  Internet  has grown  substantially  in recent  years,
efforts have been made to utilize that network as a means of transmitting  voice
communication. Preliminary research suggested that the Internet could be used in
the future as an  inexpensive  alternative to  traditional  phone  service.  The
advantage  of  the  Internet  is  that  numerous  bits  of  information  can  be
transmitted simultaneously over the same network. However,  experiments with the
Internet have generally been disappointing, as quality of the voice transmission
is imperfect.  VoIP service over private networks has therefore  developed in an
effort to fill the void between  traditional  phone  service and  Internet-based
voice transmission service.

     In its simplest form, VoIP service involves  conversion of electronic voice
impulses to digitized  data,  which is  subsequently  compressed and transmitted
over  this  private  network.  Upon  reaching  its  destination,  this  data  is
unscrambled and transmitted.  With the technology enabled by the Internet,  this
voice data can be transmitted over private networks such that  communication can
occur on a real time basis.  We believe this  technology  provides a substantial
advantage to either traditional  telephone  transmission or  voice-over-Internet
service.

     Our  strategy,  then,  is to exploit  what we  believe  to be an  excellent
opportunity  to market VoIP service using a private  network.  Using  experience
from the communication  industry during the 1980's and 1990's, we hope to act as
a  reseller  of VoIP  service  to large  groups of  individuals  and  businesses
searching for a lower cost alternative to traditional phone service.  We believe
our agreement  with our network  provider  will provide  access to equipment and
facilities  necessary  to offer  this  service  to our  customers  at a level of
quality which will be deemed  highly  satisfactory.  Our immediate  efforts will
therefore be geared to aggressively marketing our service on a nationwide basis.

     In order to  attract a large  number  of  customers  and grow our  services
rapidly,  we hope to offer an array of service to  compliment  our domestic long
distance  service.  We hope this will  accelerate  the success of our  marketing
efforts.  We also hope to develop national brand recognition for our company and
our service through an aggressive  campaign of marketing and advertising.  If we
are successful in penetrating the market for domestic long distance service,  we
hope to expand our service to include international long distance. However, this
will  require   additional   agreements   with   companies   which  can  provide
international service.

     Our service is enabled by a private network owned and operated by a network
provider in the Southeastern  United States. Most of the equipment and the other
assets necessary to provide this service are owned by the third party. We market
the service, provide customer support, billing and other administrative services
to the customers.  Our network provider has constructed and configured a network
of fiber optic cable and various switches which enable the transmission of voice
communication in a highly efficient manner.

                                        2

                                       -5-

<PAGE>

     We have  recently  contracted  with Patriot  Communications,  a third-party
operator of a customer  service call center,  to assist in customer  service and
administration.  Patriot provides customer sign-up, trouble shooting and service
support 24 hours a day, 7 days a week through a toll free, 800 telephone  number
maintained for that purpose. Our agreement with Patriot provides back-up support
in the event that its customer service  representatives  are unavailable for any
reason. We also make available to our customers a direct telephone number to our
executive  offices in the event they are not satisfied with the service  support
for any reason.

     Billing for our  customers is done  directly to credit  cards,  eliminating
many accounts receivable  problems.  Since the customer pays a flat monthly rate
for domestic long distance service,  it is easy for them to budget monthly fees.
This should also help reduce accounts receivable problems.

     As a means to enhance our marketing,  we have recently  contracted  with an
independent third party to enhance and expand our site on the World Wide Web. It
is our intention to make the site fully  interactive in order that customers may
obtain  information  and  contract for services  directly  through the site.  We
expect development of the site to be complete on or about December, 2000.

     In the future,  it is our intention to expand our service to include a more
complete array of communication  services. In addition to domestic long distance
and  calling  card  services  which  we  currently  provide,  we hope to add the
following  services in the future as working capital permits and our development
allows:

     o    VoIP based, monthly flat rate international long distance service.
          ------------------------------------------------------------------
          We  are   currently   exploring   various   strategic   alliances   or
          relationships  with network operators in an effort to obtain access to
          international  markets.  Current providers include unrelated  entities
          such as ITXC Corp.,  the  operator of an  international  network  with
          locations in numerous  countries  throughout the world. It is our hope
          to execute one or more  agreements with an  international  provider in
          order  to  obtain  international   service  for  our  customers.   The
          international  market is large,  accounting for billions of dollars of
          revenue on an annual basis. We hope to add international  service as a
          complement to our existing domestic service in the near future.

     o    Next generation unified communications products.
          ------------------------------------------------
          Various  evolving  technologies  allow  customers  an array of unified
          messaging  services through one identification  number.  Customers can
          access e-mail,  voice mail, fax and  additional  services  through one
          number which tracks the customer  throughout his or her daily routine.
          We are currently in  negotiations  with a provider of this service and
          hope to offer it to our customers in the near future.

     o    Third generation digital wireless communications products.
          ----------------------------------------------------------
          We are presently  exploring a Nextel designed platform combined with a
          Motorola cellular  telephone that allows all incoming and/or device to
          device calls to be completed  without change.  Per minute billing will
          be applied only to outgoing calls.

                                        3

                                       -6-

<PAGE>


     All of these  additional  services are currently in the planning  stage and
there is no assurance that we will be successful in  implementing  any or all of
the services.

Network Technology.

     The backbone of our current  service is the private  network  operated by a
network provider in the Southeastern United States. A copy of our agreement with
this  provider  has been  filed as an  exhibit to this  Report.  This  agreement
provides  us access to the  network  and  equipment  maintained  by our  network
provider  in order to provide  certain  of our  services.  We  believe  that our
agreement  with our  network  provider  is the  most  important  element  of our
business strategy at present.

     The  network  operated  by our  network  provider  is  co-located  in major
telecommunication companies' sites covering approximately 145 major metropolitan
areas and 70% of the United  States.  It is based on a hub and spoke  topography
and represents what we believe to be the largest, privately operated fiber optic
network in the  country,  assembled by agreement  with other  network  providers
throughout the country.  It consists of these connected  networks  together with
VoIP  switches  placed in the  facilities  of  telecommunications  companies  in
various   metropolitan  areas.   Coverage  of  the  network  is  being  expanded
continually  to provide  expanding  service  to our  customers.  The  network is
monitored 24 hours a day, seven days a week by a staff of highly trained network
analysts. Coverage includes intracity, intrastate and interstate.

     Following is a depiction of the network operated by our provider:

                                        4

                                       -7-

<PAGE>


    [GRAPHIC OF USA WITH ALL THE NETWORK LOCATIONS THROUGHOUT THE COUNTRY SHOWN]

     The  agreement  with our network  provider  allows us to offer a variety of
services   to   our   existing   and   potential   customers.    These   include
message-sensitive  voice services and flat rate voice  services.  These services
are  described in more detail above.  For our monthly fee, our network  provider
has  agreed to provide  us access to the  network  and  equipment  necessary  to
facilitate this service.  Our network provider agrees to provide this service on
a timely basis, to secure,  operate and maintain such services and facilities as
shall be necessary to provide us this service and to maintain all  necessary and
appropriate relationships with network and service providers.

                                        5

                                       -8-

<PAGE>

     We have agreed to pay for the service in accordance  with a schedule  which
we negotiated with our network provider. This schedule includes a combination of
flat rate and usage  sensitive  charges  for  access to the  network.  The rates
agreed to in the schedule are subject to change at the discretion of our network
provider in the event that the rates and  charges  paid by it for  services  and
facilities  are  increased at any time.  Our network  provider may also increase
rates as a result of charges paid to governmental  authorities or local exchange
carriers in conjunction with providing its service.

     Our  arrangement  with our network  provider may be  terminated  at certain
times and upon certain conditions.  It may be terminated by our network provider
in the event we fail to pay any amounts due under the agreement, in the event we
engage in  conduct  or  activity  detrimental  to the  business  of our  network
provider or if we violate any material term or provision of the  agreement.  The
initial term of our agreement with our network provider is two years, and may be
renewed for an additional one year thereafter. Since we believe our relationship
with our network provider is critical to the success of our business, we will do
our best to maintain that relationship in good standing.

Marketing, Advertising and Distribution.

     In keeping with our  strategic  plan,  our marketing  and  distribution  is
geared to reach  customers in the  residential  and small business  market.  Our
marketing  efforts will be designed to establish brand recognition and emphasize
the superior customer support we hope to provide.

     In order to develop and enhance our goal of nationwide  brand  recognition,
we have retained the services of a nationally  recognized public relations firm.
While  working  within  the limits of our  capital  resources,  this  entity has
committed  to  developing  our image and brand  identification  on a  nationwide
basis.  Such  efforts  will  include  graphic  design and  traditional  means of
advertising,  such as television, radio, billboard and other mass communication,
as well as electronic advertising through websites and various Internet portals.
We hope to quickly establish ourselves as a nationally recognized communications
company with appeal in many different markets.

     To assist in marketing and  distribution  of our prepaid  calling cards, we
have  contracted with a nationwide  distributor of prepaid  calling cards.  This
company acts as our exclusive  electronic  terminal  distributor  throughout the
United States and its  territories.  This national  calling card distributor has
arrangements with thousands of retail distributors and dealers through which our
calling  cards may be  offered.  We expect our  relationship  with the  national
calling  card  distributor  to be a  material  part  of  our  business  for  the
foreseeable future.

     We also hope to target  affinity groups  throughout the United States.  Our
chief executive  officer and the rest of our marketing and sales staff regularly
contact groups such as credit union members,  national  trade  associations  and
similar  groups  in  an  effort  to  offer  our  service  to  members  of  those
organizations.  In essence,  we hope that the organizations  will act as defacto
distributors  on our behalf in an effort to reach the members within each group.
While we have contacted many  organizations in an effort to interest them in our
service, we have yet to execute an agreement with any specific group.

                                       6

                                      -9-

<PAGE>

     Our  marketing  staff also  targets  defined  groups such as members of the
military,  college campuses and universities.  We have test-marketed our service
at the campus of the University of Florida with encouraging results.  This fall,
we hope to be on the campuses of five colleges and universities  with members of
our staff or contracted  personnel.  When students report for college, they will
be presented marketing materials describing the benefits of our service. We also
hope to target groups such as seniors,  military  personnel and small commercial
businesses.

Regulation.

     Voice-over-Internet  telephony  is  currently  unregulated  by the  Federal
Communications  Commission (FCC). However,  efforts to regulate this service may
increase.  On May 16, 2000,  the House  passed H.R.  1291,  the Internet  Access
Charge  Prohibition  Act. The bill  prohibits  the FCC from imposing on Internet
service providers any access fees to support the Universal Service Fund that are
imposed  on  telephone  companies  - if the  "contribution"  would be based on a
measure of the time that  telecommunications  services are used in the provision
of Internet access service.

     Despite the prohibition against access surcharges,  the bill does allow the
FCC to charge access fees for Internet telephone services, regardless of whether
a  telephone  or other  apparatus  is used to place a call.  The bill  failed in
limiting the FCC to flat rate charges on Internet  phone use.  Thus, the FCC can
choose any method it wants,  including  a fee based on the  per-minute  usage by
consumers.  Although no rulings  regarding any limitations have yet been made by
the FCC,  there is no  assurance  such  regulations  may not be  adopted  in the
future.

     The FCC is  currently  considering  whether to impose  surcharges  or other
common  carrier  regulations  upon  certain  providers  of  Internet  telephony,
primarily those which provide Internet  telephony  services to end users located
within the U.S.  While the FCC has presently  decided that  information  service
providers,  including Internet telephony providers,  are not  telecommunications
carriers,  various  companies  have  challenged  that  decision.   Congressional
dissatisfaction  with FCC conclusions  could result in requirements that the FCC
impose greater or lesser  regulation,  which in turn could materially  adversely
affect  our  business,   financial  condition,   operating  results  and  future
prospects.

     The FCC has  expressed  an  intention  to examine  the  question of whether
certain forms of phone-to-phone  Internet telephony are information  services or
telecommunications   services.  The  two  are  treated  differently  in  several
respects,  with certain information services being regulated to a lesser degree.
The FCC has noted that certain forms of phone-to-phone Internet telephony appear
to have the same functionality as non-Internet  telecommunications  services and
lack the characteristics that would render them information services.

                                        7

                                      -10-

<PAGE>

     If the  FCC  were  to  determine  that  certain  Internet-related  services
including  Internet  telephony  services  are  subject  to  FCC  regulations  as
telecommunications services, the FCC could subject providers of such services to
traditional common carrier regulation,  including requirements to make universal
service  contributions,  and/or pay access charges to local telephone companies.
It is also  possible  that the FCC may adopt a regulatory  framework  other than
traditional  common carrier  regulation which would apply to Internet  telephony
providers.  Any  such  determinations  could  materially  adversely  affect  our
business,  financial  condition,  operating  results and future prospects to the
extent that any such determinations negatively affect the cost of doing business
over the Internet or otherwise slow the growth of the Internet.

     State regulatory  authorities may also retain  jurisdiction to regulate the
provision of intrastate  Internet telephony  services.  Several state regulatory
authorities  have  initiated  proceedings  to  examine  the  regulation  of such
services. Others could initiate proceedings to do so.

     International.  The regulatory  treatment of Internet  telephony outside of
the U.S.  varies  widely from  country to country.  A number of  countries  that
currently prohibit competition in the provision of voice telephony also prohibit
Internet telephony. Other countries permit but regulate Internet telephony. Some
countries will evaluate proposed Internet  telephony  services on a case-by-case
basis and  determine  whether it should be  regulated  as a voice  service or as
another  telecommunications  service.  Finally,  in  many  countries,   Internet
telephony has not yet been addressed by legislation. Increased regulation of the
Internet  and/or  Internet  telephony  providers or the  prohibition of Internet
telephony  in one or  more  countries  could  materially  adversely  affect  our
business, financial condition, operating results and future prospects.

Proprietary Rights.

     Proprietary   rights  are  important  to  our  potential  success  and  our
competitive position. As of August 31, 2000, we have registered one trademark in
the U.S., "Ride the Pipe." The laws of some foreign countries do not protect our
proprietary  rights to the same extent as do the laws of the U.S., and effective
copyright,  trademark and trade secret  protection  may not be available in such
jurisdictions.  In general,  our efforts to protect  our  intellectual  property
rights through  copyright,  trademark and trade secret laws may not be effective
to prevent  misappropriation  of our  content,  and our  failure to protect  our
proprietary  rights could materially  adversely  affect our business,  financial
condition,  operating results and future prospects.  Despite such protection,  a
third party could,  without  authorization,  copy or otherwise  appropriate  our
proprietary  network  information.  Our agreements with employees and others who
participate  in  development  activities  could  be  breached,  we may not  have
adequate  remedies for any breach,  and our trade secrets may  otherwise  become
known or independently developed by competitors.

     We rely upon license agreements with respect to our use of the software and
hardware  provided  to us by our  vendors.  Those  license  agreements  may  not
continue to be available to us on acceptable terms, or at all.

                                        8

                                      -11-

Our Competition.

     The long distance telephony market is highly competitive. There are several
large  and  numerous  small  competitors,  and  we  expect  to  face  continuing
competition  for our Company based on price and service  offerings from existing
competitors  and new market  entrants in the future.  The principal  competitive
factors in our market include price,  quality of service,  breadth of geographic
presence,  customer  service,  reliability,  network  size and  capacity and the
availability of enhanced communications  services. Our competitors include major
and   emerging   telecommunications   carriers   in   the   U.S.   and   foreign
telecommunications carriers.

     o    Internet Protocol and Internet Telephony Service Providers.
          -----------------------------------------------------------
          During the past several years,  a number of companies have  introduced
          services  that make  Internet  telephony  or voice  services  over the
          Internet   available  to  businesses   and   consumers.   AT&T  Global
          Clearinghouse,  GRIC  Communications,  ITXC  Corp.  and iBasis and the
          wholesale  divisions of Net2Phone and deltathree.com  route traffic to
          destinations  worldwide.  Other Internet  telephony  service providers
          focus on a retail customer base and may in the future compete with us.
          Furthermore,  companies in related markets have begun to provide voice
          over the  Internet  services or adapt their  products to enable  voice
          over the Internet  services.  These related  companies may potentially
          migrate into the Internet telephony market as direct competitors.

     o    Telecommunications Companies and Long Distance Providers.
          ----------------------------------------------------------
          A number of  telecommunications  companies,  including AT&T,  Deutsche
          Telekom, Level Three, MCI WorldCom and Qwest Communications, currently
          maintain,  or plan to  maintain,  data  networks  to route  the  voice
          traffic of other telecommunications  companies. These companies, which
          tend to be large entities with substantial  resources,  generally have
          large budgets  available for research and  development,  and therefore
          may further enhance the quality and acceptance of the  transmission of
          voice over the Internet.

     o    Software/hardware providers.
          ---------------------------
          Companies such as VocalTech,  Netspeak and E-Net produce  software and
          other computer  equipment that may be installed on a users computer to
          permit voice communications over the Internet.

     o    Network hardware manufacturers.
          -------------------------------
          A  large  number  of   telecommunications   providers   and  equipment
          manufacturers, including Alcatel, Cisco, Lucent Technologies, Northern
          Telecom and Dialogic have announced that they intend to offer products
          similar to ours or our competitors.

     o    Voice-enabled online commerce providers.
          ----------------------------------------
          Several  companies,  including USA Global Link and AT&T's  Inter@ctive
          Communications, have begun to apply Internet telephony technologies in
          connection with online commerce transactions.

     Many of our competitors have substantially greater financial, technical and
marketing resources, larger customer bases, longer operating histories,  greater
name  recognition  and more  established  relationships  in the industry than we
have.  As a  result,  certain  of these  competitors  may be able to adopt  more
aggressive  pricing  policies  which could hinder our ability to market our VoIP
services.  We believe  that our key  competitive  advantages  are our ability to
deliver  reliable,  high quality voice service in a  cost-effective  manner.  We
cannot  assure  you,  however,  that this  advantage  will  enable us to succeed
against comparable service offerings from our competitors.

                                        9

                                      -12-

<PAGE>


Acquisition of Pipeline Technologies.

     The   acquisition  of  Pipeline  was  effective  June  21,  2000.  In  that
transaction, our subsidiary, WRS Merger Corp., merged with Pipeline and Pipeline
became our wholly-owned subsidiary. In connection with that transaction,  all of
the assets and  liabilities  of Pipeline were acquired by WRS (now Pipeline) and
our  management  changed.  Since that date,  we have  continued  the business of
Pipeline.  In October of 2000,  we intend to hold a meeting of our  shareholders
to,  among other  things,  consider a proposal  to  formally  change our name to
Pipeline Technologies, Inc.

     In connection with the  acquisition of Pipeline,  we issued an aggregate of
8,453,425  shares of our common stock to the former  shareholders of that entity
in exchange  for all of the  outstanding  stock of  Pipeline.  All of the shares
issued to the former  Pipeline  shareholders  were  restricted from resale under
certain  conditions  under relevant  provisions of federal and state  securities
laws. The shareholders of Pipeline at that time were Timothy Murtaugh and Robert
Maige,  each an executive  officer,  director and principal  shareholder  of our
company and LM Investments  Group,  Inc., the owner of more than five percent of
our  common  stock.  As a result  of that  transaction,  Mr.  Murtaugh  received
4,564,849 shares of our common stock, Mr. Maige received 2,282,425 shares and LM
received  1,606,151  shares.  The amount of shares which we issued to the former
Pipeline  shareholders  was determined by negotiations  between our officers and
those of Pipeline, and took into consideration such factors as the trading price
of our  common  stock at the time,  the  proposed  business  and  operations  of
Pipeline,  the industry within which Pipeline operated,  the combined assets and
liabilities of the entities and the estimated  revenue for Pipeline.  We did not
assign any relative  weight to any of these factors but  considered  all of them
material in our estimation of the  consideration  issued in connection  with the
merger.

     Also in  connection  with the  merger,  we agreed to certain  anti-dilution
provisions with certain of our  shareholders.  These provisions would require us
to issue common stock purchase  warrants to these  shareholders  in the event we
issue stock for a price less than $6.00 per share,  except for certain permitted
transactions.  We also entered into  indemnification  agreements with our former
officers and certain directors in connection with the merger.

Employees.

     We  currently  employ  seven  individuals,  including  our chief  executive
officer,  vice  president of  administration,  chief  financial  officer,  chief
information officer, sales, marketing and administrative  personnel.  Two of our
executive  officers  serve us pursuant  to written  employment  contracts  for a
period of four years.  Our other  employees  are  employed at will.  None of our
employees are covered by  collective  bargaining  agreements,  and we believe we
enjoy excellent relations with our employees.

     We anticipate  adding  additional  employees as our working capital permits
and the needs of our business dictate.  Additional  individuals will be retained
to service  significant  accounts which we successfully obtain in the future. We
also expect to retain additional assistance in customer service,  technology and
operations.

                                       10

                                      -13-

<PAGE>


Item 2. Description of Property.

     The  Company  owns no real  property  as of the  date  of this  Report.  We
currently lease 4,500 square feet of office space under a 60-month lease through
March 31, 2005.  The lease  provides for two  five-year  renewal  options at the
prevailing  market rate.  The current  monthly  rental is $5,025 plus sales tax,
utilities  and  maintenance  expenses.  The lease  provides  for annual  monthly
increases of $188 per month (i.e.  an annual  escalation of 50 cents per square)
beginning  in March of 2001.  We believe  that this space will  adequate for our
needs for the foreseeable future.

     The Company currently  subleases 2,250 square feet of the leased space to a
company  affiliated  with an officer for one-half of the monthly rental expense.
The sublease ended effective September 30, 2000.


Item 3. Legal Proceedings.

         We are currently  defendants  in a civil action  pending in the circuit
court for Dade County,  Florida.  On or about August 18, 2000,  plaintiffs  J.R.
Bautista and Scarlett Investment Group, Inc. sued our Company, Pipeline, Timothy
Murtaugh,  our President and Chief Executive Officer,  and other individuals and
entities in relation to certain  transactions which occurred prior to that date.
The suit arises from a settlement of prior claims involving these parties.

     Plaintiffs  allege  that they were  shareholders  in a Florida  corporation
called Ameritalks.com, Inc. and that certain defendants appropriated a corporate
opportunity  from  that  entity.   Plaintiffs  further  allege  that  they  were
fraudulently induced to enter into certain settlement agreements with defendants
and that  defendants  breached  the terms of that  agreement.  Plaintiffs  claim
damages in the  amount of  $175,000  with  regard to the  alleged  breach of the
settlement  agreement and $14 million with regard to the  corporate  opportunity
claim.  We and the  other  defendants  deny the  material  allegations  of those
claims.  It is our belief that the corporate  opportunity  claim is precluded by
the settlement agreement. We further dispute plaintiffs'  interpretation of that
settlement  agreement.  While this  litigation was only recently  commenced,  we
intend to vigorously defend the claims.

     We also believe we are protected by an  indemnification  agreement  with LM
Investment  Group,  Inc.,  with  which  one  of  the  individual  defendants  is
affiliated.  Representatives  of that  entity  were  primarily  responsible  for
negotiating  the settlement  with  plaintiffs  and have  indemnified us from any
claims arising therefrom.  In the event this litigation proceeds, we also intend
to assert a claim for indemnification against LM.

     We are  unaware of any other  material  litigation  pending  or  threatened
against us or in which any of our officers or directors  are parties  adverse to
our interest.  In the future,  we may be party to routine  matters of litigation
relating to our business which we do not believe will have a material  effect on
our financial condition or operations.

                                       11

                                      -14-

<PAGE>


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

     No matters were submitted to the security holders,  through solicitation of
proxies or  otherwise,  during the fourth  quarter of the fiscal year covered by
this Report.

                                     PART II

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

     Our common  stock  currently  trades over the counter  and  Quotations  are
currently reported on the "Bulletin Board" maintained by the NASD. The following
table shows the range of high and low bids for our common stock for the last two
fiscal  years or  portions  thereof as reported  by the NASD.  Prices  represent
quotations  between  dealers,  do not include  retail  mark-ups,  mark-downs  or
commissions and do not necessarily represent prices at which actual transactions
occurred. Our common stock has traded over the counter since _____________.

         Fiscal Quarter Ended                 High               Low
                                            --------          ---------
            1999

         March 31                           $ 2.00            $ 2.00
         June 30                              1.56              1.56
         September 30                         1.5625            1.03125
         December 31                          1.75              1.03125

             2000

         March 31                             8.25              1.3125
         June 30                              7.50              3.00
         September 22                         6.4375            3.125

     As of June 30,  2000  there  were  approximately  27 record  holders of our
common stock and  approximately  150 beneficial  owners.  No dividends have been
paid with respect to our common  stock and we have no plans to pay  dividends in
the  foreseeable  future.  Payment of future  dividends,  if any, will be at the
discretion of our Board of Directors after taking into account various  factors,
including  our  financial   condition,   results  of  operations,   current  and
anticipated cash needs and plans for expansion.


Item 6. Managements' Discussion and Analysis or Plan of Operation.

     We  are  a  development  stage  company  operating  in  the  communications
industry. During the recently completed six month period ended June 30, 2000, we
did  not  receive  significant  revenue  from  operations.   We  only  commenced
operations in June,  2000,  following the  acquisition  of Pipeline.  Since that
date,  our efforts have been devoted to refining  our business  plan,  obtaining
financing and marketing our service to third  parties.  Our service  consists of
various forms of communication services, primarily domestic, long distance voice
communication.

                                       12

                                      -15-

<PAGE>


     Effective  June 21,  2000,  we  acquired  all of the  outstanding  stock of
Pipeline,  then a privately  held  Florida  corporation.  This  acquisition  was
accomplished through a merger of our wholly-owned subsidiary,  WRS Merger Corp.,
with Pipeline. As a result of that transaction, Pipeline became our wholly-owned
subsidiary.  Pipeline was originally  organized in December,  1999 to operate in
the communications industry.

     Effective with the date of acquisition,  we issued  8,453,425 shares of our
common stock to the former shareholders of Pipeline,  representing approximately
89.5% of our then-issued and outstanding common stock.  Because of the number of
shares issued in  connection  with the  acquisition,  the  transaction  has been
treated  for  accounting  purposes as a  recapitalization  of Pipeline as though
Pipeline were the acquiring entity,  although from a legal  standpoint,  we were
the acquiring  entity.  The  transaction  was  essentially  treated as a reverse
acquisition for accounting purposes, as if Pipeline had acquired us.

     Historically,  Pipeline  had a fiscal  year  end of  December  31.  Because
Pipeline was deemed the acquiring  entity for  accounting  purposes,  its fiscal
year survives for reporting  purposes under relevant rules of the Securities and
Exchange Commission.  On August 22, 2000, a determination was made to change the
fiscal year end of Pipeline  from  December 31 to June 30. The decision was made
by the Company's Board of Directors and was effective for the period ending June
30, 2000.

Plan of Operation

(A)  General.  Our plan of  operation,  in  general,  is to become a  nationwide
     provider  of  domestic  and   international   long   distance  and  related
     communication services. We intend to offer these services through equipment
     owned,  operated and/or  maintained by independent  third parties.  We will
     essentially operate as a service provider in the diversified communications
     industry.  We began  offering  our  service in May of this year,  following
     execution  of the  agreement  which  allowed us access to a  communications
     network.  By  relying  upon  facilities  and  equipment  provided  by third
     parties,  we  eliminate  the  costly  investment  in  capital  which  might
     otherwise be required.  Our capital  requirements will primarily consist of
     payments  for network  access,  other costs of our service,  together  with
     general and administrative expenses necessary to run our business.

(B)  Revenue.  Initially,  we expect our  revenues  will be provided by services
     fees paid by our  customers,  together  with receipts from the sale of long
     distance  calling  cards.  We  currently  offer  flat rate,  domestic  long
     distance service  throughout the continental  United States.  Our customers
     pay a flat monthly service fee for unlimited long distance service. We also
     sell domestic,  long distance  calling cards.  Accordingly,  our revenue is
     directly  related to the number of customers  which we obtain.  In order to
     cover our  overhead  and satisfy  payments to our network  provider,  it is
     necessary that we obtain a substantial number of new customers.

                                       13

                                      -16-

<PAGE>

          In order to attract the large number of new customers which we need to
     become profitable,  we hope to direct our marketing efforts to large groups
     of individuals and small businesses.  Our initial marketing efforts will be
     geared toward affinity groups, such as members of credit union associations
     and retired  persons.  We also hope to target  colleges,  universities  and
     other named accounts through direct sales efforts. Members of our marketing
     staff are continually  involved in promotional  programs  directed to these
     groups in an effort to attract additional  customers.  We hope by appealing
     to these large  organizations  that our  marketing  costs will be held to a
     minimum while our customer base can increase rapidly.

          We  also  hope  to  target  members  of  the  general  public  through
     additional means of marketing. We intend to upgrade our existing website to
     include links which will allow customers to subscribe for service  directly
     on the Internet.  Pending receipt of additional  working  capital,  we also
     intend to conduct advertising  through radio,  billboard and other means of
     mass communications.

          Prepaid calling cards represent  another  potential  source of revenue
     for us.  Through our agreement  with a leading  national  vendor of prepaid
     long distance  calling cards,  we currently  anticipate  offering  prepaid,
     domestic  long  distance  calling  cards  in  approximately  30,000  retail
     locations throughout the United States. The vendor acts as a distributor on
     our  behalf  and pays us a  negotiated  percentage  over our costs for this
     service.  We hope  this  facet of our  revenue  will  grow  quickly  in the
     immediate future.

          As we expect our revenues  will be derived from prepaid  calling cards
     and monthly service fees, it is not anticipated that collection of accounts
     receivable will be a material part of our business.  Customer  service fees
     will be billed monthly to our customers'  credit card and monitored closely
     by our customer service department. Delinquencies can be addressed quickly,
     through discontinuation of service if necessary. Calling cards fees will be
     paid by the distributor on a monthly basis.

(C)  Costs and Expenses.  The expenses of our operation  generally include costs
     of service,  general and administrative expenses. Our cost of goods sold is
     based on our agreement with our network provider and will vary depending on
     whether calls are on or off the network.  On-network  calls are those calls
     placed from a location  where the network  provider has a switch  colocated
     with the local telephone provider. Off-network originating calls are placed
     to a location where the provider has no such switch, and calls must rely on
     toll free access to our network provider. On-network calls are billed to us
     at a flat monthly rate throughout the United States. For off-network calls,
     we must pay a switching fee, depending on intrastate versus interstate call
     transmission. Our network provider is continually expanding its network and
     accordingly,  we  expect  a  majority  of  our  service  will  be  provided
     on-network.  In any event, our agreement with our network provider requires
     a minimum monthly payment of $50,000  beginning in August,  2000.  Until we
     reach that level of service, we expect to lose money.

          We also will  contract  with a call  center  as a source  of  customer
     service and support.  Such service will be provided by an independent third
     party  through  a  contractual  relationship  with  us.  This  relationship
     requires payments based on the number of functions  performed on our behalf
     during the term of the  contract.  As our revenue  grows in the future,  we
     expect to continuously  monitor this arrangement to insure its adequacy and
     cost effectiveness.  However, we expect it to be adequate for our needs for
     the foreseeable future.

                                       14

                                      -17-

<PAGE>

          General and  administrative  expenses consist  primarily of management
     and administrative support, public relations, marketing and advertising. We
     anticipate  that   advertising  and  marketing  will  require   substantial
     expenditures  in the immediate  future as we endeavor to build our customer
     base quickly and build brand recognition throughout the country.  Depending
     upon our success in raising additional  capital, we expect to conduct radio
     and outdoor  advertising,  as well as various promotion and other marketing
     programs.  Finally,  a  substantial  investment  will  be  made  in  public
     relations in an effort to gain nationwide acceptance of our name.

(D)  Capital Requirements. Due to the fact that we do not own or operate our own
     network, we expect our capital requirements to be relatively limited.  Many
     of our  competitors  have  substantial  investments  in fiber optic  cable,
     switches and other  hardware  necessary to operate a nationwide  network of
     communications.  However,  we  believe  we  can  successfully  operate  our
     business  without  substantial  investment  in  capital.  Accordingly,  our
     capital  requirements  will be limited  to costs of  service,  general  and
     administrative  expense  until our revenue is  sufficient  to support those
     items.

Liquidity and Capital Resources.

(A)  June 30,  2000.  At June 30, 2000,  we had a deficit in working  capital of
     $(767,072),   consisting   of  current   assets  of  $246,256  and  current
     liabilities   of  $1,013,328.   We  also  had  a  substantial   deficit  in
     shareholders  equity  of  $(734,696).  As  stated  in  the  report  of  our
     independent  accountants,  our  continued  existence as a going  concern is
     dependent upon our ability to obtain capital from outside sources,  as well
     as generate  cash from  operations.  At June 30, 2000, we were still in the
     development stage with very limited revenue.

          Our  greatest  needs  for  capital  as we enter the 2001  fiscal  year
     include contract payments to our network  provider,  payment of general and
     administrative  expenses and  retirement of short-term  debt. Our agreement
     with our communications  network provider requires minimum monthly payments
     of  $50,000  beginning  in  August  of 2000,  the sum of which  will  total
     $600,000  during fiscal 2001. That commitment was made with the expectation
     that our customer  revenue would  increase at a rate  sufficient to satisfy
     the obligation  shortly after it arose.  As of the date of our  prospectus,
     our revenues are insufficient to satisfy that payment, and accordingly,  we
     expect  that  cash  from  outside  sources  will  be  necessary  to pay the
     obligation.

          During  the  six  month  period  ended  June  30,  2000,  we  borrowed
     $1,000,000 from private individuals or entities, $925,000 of which remained
     outstanding  at June 30, 2000. The proceeds of those loans were utilized to
     pay operating  expenses and settlement of certain  litigation.  These notes
     are payable in full on June 21,  2001.  We also require cash for payment of
     general and administrative expenses,  including ongoing salaries, legal and
     accounting  fees.  See  Item 6,  Plan  Of  Operation,  for a more  complete
     description of our  anticipated  capital  requirement for the coming fiscal
     year.

                                       15

                                      -18-

<PAGE>

          Our  acquisition  of  Wallstreet  in June of this year was designed in
     part to facilitate financing. We believe it is easier for development stage
     entities to obtain  financing as a publicly,  rather than  privately  held,
     entity. Toward that end, we negotiated an agreement with Wallstreet.

          In May,  2000,  we  executed  a  non-binding  letter of intent  with a
     financial services company to sell up to $10,000,000 of our common stock to
     obtain  additional  financing.  Subject  to certain  conditions,  including
     execution  of  a  definitive  purchase  agreement,  an  affiliate  of  that
     financial  services company has agreed to purchase up to $10,000,000 of our
     common  stock at a discount  from the trading  price as reported on the OTC
     Bulletin Board. It is anticipated that the sale of our common stock will be
     made  to  the  purchaser  pursuant  to  exemptions  from  the  registration
     requirements  imposed by federal and state  securities  laws.  However,  we
     intend to file a  registration  statement  with the Securities and Exchange
     Commission  to  register  the  proposed  sale of our  common  stock  by the
     purchaser in that transaction.  Pending execution of a definitive agreement
     and satisfaction of other conditions in the letter of intent, including the
     trading  volume and price of our common  stock,  there can be no  assurance
     that this transaction  will be completed.  In the event we are unsuccessful
     in completing that transaction, we intend to solicit other equity financing
     to meet our capital  requirements.  We do not believe  that we are a viable
     candidate  for  conventional  debt  financing,  as we  have no  history  of
     operations and few assets with which to secure such borrowing.

          In addition to the short term financing  discussed  above, we financed
     our capital  requirements during the six months ended June 30, 2000 through
     the sale of our  common  stock in a private  transaction.  We sold  500,000
     shares  of our  common  stock to two  private  investors  in  exchange  for
     cancellation  of  promissory  notes in the  amount of  $252,952,  including
     principal and interest.  The proceeds of that  financing were used to defer
     operating expenses set forth in more detail below.

(B)  December 31, 1999 At December 31, 1999, we had a deficit in working capital
     of $(8,608), consisting of current assets of $4,215 and current liabilities
     of $12,823. We also had a deficit in shareholders'  equity at that time. We
     were only  organized  on  December 2, 1999,  and efforts  during the period
     ended December 31, 1999 were limited to developing our business plan.

Results of Operation.

     Our  operations  include those of Pipeline,  our  wholly-owned  subsidiary,
through which we conduct all of our business.

(A)  Six months ended June 30, 2000.  During the six month period ended June 30,
     2000, we realized a net loss of $979,047,  or $0.12 per share, on $1,095 of
     total  revenue.  We remained  in the  development  stage  during that time,
     without  significant  revenue from operations.  During this period, we were
     successful  in  executing  an  agreement  for  access to a private  network
     through which we intend to offer communications  services,  although we had
     not yet  obtained  significant  customers.  As a result,  our  revenue  was
     insubstantial.

                                       16

                                      -19-

<PAGE>

          During the six months ended June 30, 2000,  general and administrative
     expenses represented our greatest expense. A majority of those expenses, in
     turn, were related to costs of our merger with Pipeline and resolution of a
     dispute with former shareholders of another communications company. We paid
     a total of  $611,860  in  connection  with the merger  and to resolve  that
     dispute,  all of which was expensed during the six month period.  See Legal
     Proceeding  for a more  complete  description  of  that  dispute.  Salaries
     accounted for approximately $75,000 of expense during the six months, while
     advertising and promotion added  approximately  $34,000 of expense. We also
     paid $137,500 in investment banking fees in connection with financing which
     we obtained during the period.

          We expect to incur losses until such time as our revenue is sufficient
     to  cover  our  cost of  goods  sold  and our  general  and  administrative
     expenses.  However,  due to our limited operating history, we are unable to
     predict with any degree of accuracy when that time will come.

(B)  Inception  through  December  31,  1999.  During the period from  inception
     (December 2, 1999)  through  December  31, 1999,  we realized a net loss of
     $9,608, or $0.00 per share, on no revenue. During that period, we were only
     recently  organized and had not yet implemented our business plan. Our loss
     was  related to general and  administrative  expenses  associated  with our
     business, including rent, salary and office expense.

          During the period from inception  through June 30, 2000, we realized a
     net loss of $988,655, or $0.12 per share.

Special Factors

     In addition to the other factors set forth in this Report, investors should
be aware of the  following  factors  which may affect our  business,  results of
operations and/or financial condition in the future:

     We are entirely  dependent on a third party for access to the network.  Due
to our  limited  working  capital  and  operating  experience,  we are  entirely
dependent  on our  network  provider  for  access to the  network  essential  to
providing  our service.  As a result,  we are entirely  dependent on our network
provider to operate our business. An interruption or failure in their network or
termination  of service  would  adversely  affect our  customers  and results of
operation. We essentially act as a reseller of service made possible through our
network  provider.  While we believe other  network  providers may be available,
there is no  assurance  that such  access  can be  obtained  on terms  which are
acceptable or which would result in profit.  Furthermore,  there is no assurance
that our  agreement  with our  network  provider  can be renewed  following  its
expiration.

     Our  success  depends  on our  ability  to keep up  with  rapidly  changing
technology. We depend on a network, computers,  telecommunications equipment and
software  capabilities to run our business.  However,  we do not have sufficient
capital to invest in development of our own equipment or software. Consequently,
we are dependent on the resources of third parties to maintain our technological
advantage.  Our failure to maintain  the  competitiveness  of our  technological
capabilities or respond  effectively to  technological  change could  negatively
affect our  business,  results of operation or  financial  condition.  We do not
invest  funds in research  and  development.  We depend on products and services
developed by independent third parties for our technology.  Our future viability
and profitability will depend on numerous factors,  including our ability to (i)
market  our  existing  technology  to a  sufficient  number of  customers;  (ii)
increase our service offerings to attract additional  customers;  and (iii) keep
up with technological change in our industry. We cannot assure that technologies
or   services   developed   by  our   competitors,   especially   those  in  the
voice-over-Internet   arena,   will  not  render  our   products   or   services
non-competitive or obsolete.

                                       17

                                      -20-

<PAGE>

     In the event we experience difficulty managing our operations,  our chances
of achieving  profitability may be reduced.  Our future performance will depend,
in part, on our ability to manage our anticipated  growth  effectively.  To that
end, we will have to undertake the following tasks:

o    Develop our operating, administrative, financial and accounting systems and
     controls;

o    Improve   coordination  among  our  accounting,   finance,   marketing  and
     operations personnel;

o    Enhance our management information systems capabilities;

o    Evaluate and perfect our customer service; and

o    Hire and train additional qualified personnel.

If we cannot accomplish these tasks, our chances of achieving profitability will
be diminished.

     Because we are unable to predict the volume of usage on the  network  which
we lease,  we may be forced to enter into  disadvantageous  contracts that would
reduce our operating margins.  Because of our limited operating history,  we are
unable to predict with any degree of accuracy the volume of usage on the network
which we lease.  Furthermore,  since we do not own the network, we are unable to
control  access by third  parties.  This may result in  overuse in the  network,
impeding or impairing call quality or  transmission.  While our network provider
has  pledged  to  increase  the  capacity  as our usage  increases,  there is no
assurance it will successfully complete that expansion. We may therefore have to
enter into other long-term agreements for leased capacity.  Long-term agreements
for  network   capacity  may  adversely  effect  our  operations  and  financial
performance.

     Our  business  may suffer if we lose the service of any key  personnel.  We
depend on the continued services of a key management  employee.  This individual
is Timothy J. Murtaugh,  President and Chief  Executive  Officer.  Mr.  Murtaugh
founded the Company and is primarily  responsible  for  marketing  the Company's
service.  The loss of the services of Mr.  Murtaugh could  adversely  affect our
business.  While we have an employment  agreement with Mr. Murtaugh for a period
of four years,  we maintain no "key man" life insurance on his life. The loss of
this individual would adversely affect our business.


                                       18

                                      -21-

<PAGE>


     Our failure to attract and retain  affiliates,  distributors  and customers
will  negatively  affect our  business.  If we are unable to attract  and retain
affiliates,  distributors and customers,  our revenues will suffer and adversely
affect our results of  operations.  Our  business  is  dependent  on  attracting
affiliates or affinity  groups who we hope will help market our service to their
members.  These  potential  affiliates  include  credit  unions,   colleges  and
universities,  social, fraternal and other organizations.  We also hope to reach
additional  agreements  with  distributors to assist in marketing our service to
end users.  However, our ability to attract affiliates and customers will depend
on a number of factors, including:

o    Our ability to reach agreement with affinity  groups,  telephony  resellers
     and individual  customers regarding the terms and conditions  applicable to
     our business relationship;

o    Our  success  in  marketing  our  service  to  potential  new and  existing
     affiliates and customers;

o    Pricing by traditional carriers;

o    The rate at which we are able to deploy our service;

o    Consolidation in the telecommunications industry; and

o    The quality of the customer and technical support we provide.

         Any damage to or failure of our system or  operations  could  result in
reductions  in, or  termination  of, our  service.  Our  success  depends on our
ability to provide  efficient  and  uninterrupted,  high  quality  service.  The
network which we lease,  our systems and  operations are vulnerable to damage or
interruption from natural disasters,  power loss,  telecommunications  failures,
physical or electronic  break-ins,  sabotage,  intentional  acts of vandalism or
similar events that may or may not be beyond our control.  The occurrence of any
or all of these events could hurt our reputation and cause us to lose customers.


Item 7.   Financial Statements.

     Reference is made to the Index of Financial Statements following Part IV of
this  Report  for a listing  of the  Company's  financial  statements  and notes
thereto.


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

Changes in our accountants

     We retained Stark Tinter & Associates,  LLC,  independent  accountants,  to
audit our financial  statements for the year ended June 30, 2000. Stark Tinter &
Associates,  LLC  replaced  Kish  Leake &  Associates,  P.C.,  who  acted as the
accountant  for us and audited our financial  statements for the year ended June
30, 2000.  The  dismissal of Kish Leake &  Associates,  P.C. and hiring of Stark
Tinter & Associates, LLC was approved by our Board of Directors.

     The reports of Kish Leake & Associates,  P.C. for the past two fiscal years
did not  contain an  adverse  opinion or a  disclaimer  of opinion  and were not
qualified  or  modified  as  to  any  uncertainty,  audit  scope  or  accounting
principles.

                                       19

                                      -22-

<PAGE>

     During the Company's  two most recent  fiscal years and the interim  period
since that date, there were no disagreements with Kish Leake & Associates,  P.C.
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure  or  auditing  scope or  procedure,  which,  if not  resolved  to the
satisfaction  of Kish Leake & Associates,  P.C.,  would have caused Kish Leake &
Associates, P.C. to make reference to the matter in their report. Further, there
were no reportable events as that term is described in Item  304(a)(1)(iv)(B) of
Regulation S-B.

     During the two most recent fiscal years and any subsequent  interim period,
the Company has not  consulted  Stark Tinter &  Associates  LLC,  regarding  any
matter requiring disclosure.


                                    PART III

Item 9. Directors and Executive Officers of the Registrant.

     The information  required by this item is incorporated  herein by reference
from the Company's  proxy statement for the annual meeting of shareholders to be
held October 19, 2000.


Item 10. Executive Compensation.

     The information  required by this item is incorporated  herein by reference
from the Company's  proxy statement for the annual meeting of shareholders to be
held October 19, 2000.


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

     The information  required by this item is incorporated  herein by reference
from the Company's  proxy statement for the annual meeting of shareholders to be
held October 19, 2000.


Item 12.   Certain Relationships and Related Transactions.

     The information  required by this item is incorporated  herein by reference
from the Company's  proxy  statement for the annul meeting of shareholders to be
held October 19, 2000.

                                     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:

                                       20

                                      -23-

<PAGE>



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

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

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

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

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

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

10.7(*)  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(*)    List of subsidiaries.


                                       21

                                      -24-

<PAGE>


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.
-------------------------------

(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.


                                       22

                                      -25-

<PAGE>

                                    PART F/S





                                      -26-

<PAGE>


Item 7: Financial Statements
============================


                          Index to Financial Statements

                                                                          Page

Report of Independent Auditors.                                            F-2

Consolidated Balance Sheets at December 31, 1999 and June 30, 2000.        F-3

Consolidated  Statements of  Operations  for the six months ended June     F-4
30, 2000,  December 2, 1999 (Inception) through December 31, 1999, and
December 2, 1999 (Inception) through June 30, 2000.

Consolidated  Statement  of  Stockholders'  (Deficit)  for the  period     F-5
December 2, 1999 (Inception) to June 30, 2000.

Consolidated Statement of Cash Flows for the six months ended June 30,     F-6
2000,  December 2, 1999  (Inception)  through  December 31, 1999,  and
December 2, 1999 (Inception) through June 30, 2000.

Notes to Consolidated Financial Statements                                 F-7



                                      -27-

<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors

Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
Jacksonville, Florida

We have  audited the  accompanying  consolidated  balance  sheets of  Wallstreet
Racing  Stables,  Inc. dba Pipeline  Technologies,  Inc.,  A  Development  Stage
Company,  as of December 31, 1999 and June 30, 2000, and the related  statements
of operations, stockholders' (deficit) and cash flows for the period December 2,
1999  (inception)  to December  31, 1999 and the six months ended June 30, 2000.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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  used  and   significant   estimates  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Wallstreet Racing Stables, Inc.
dba Pipeline Technologies, Inc., A Development Stage Company, as of December 31,
1999 and June 30, 2000,  and the results of its  operations,  and its cash flows
for the period  December 2, 1999  (inception)  to December  31, 1999 and the six
month  period  ended  June 30,  2000,  in  conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has negative working capital.  These factors raise  substantial  doubt about
the  Company's  ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  discussed in Note 1. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


/s/ Stark Tinter & Associates, LLC
----------------------------------
Stark Tinter & Associates, LLC
Denver, Colorado

August 4, 2000


                                       F-2

                                      -28-
<PAGE>

<TABLE>


         WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
                           A DEVELOPMENT STAGE COMPANY
                           CONSOLIDATED BALANCE SHEETS

<CAPTION>

  ASSETS

                                                            December 31, 1999     June 30, 2000
                                                          --------------------  ------------------
<S>                                                       <C>                   <C>
CURRENT ASSETS
      Cash                                                $        395          $      228,055
      Accounts receivable-related party                          3,820                  18,201
                                                          --------------------  ------------------

                 Total current assets                            4,215                 246,256
                                                          --------------------  ------------------

PROPERTY AND EQUIPMENT, net of depreciation                       -                    32,376
                                                          --------------------  ------------------
                                                          $      4,215          $      278,632
                                                          ====================  ==================

            LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
      Accounts payable and accrued expenses               $        596          $       75,001
      Accrued expenses-related party                            12,227                  13,327
      Notes payable                                               -                    925,000
                                                          --------------------  ------------------

                 Total current liabilities                      12,823               1,013,328
                                                          --------------------  ------------------

STOCKHOLDERS' (DEFICIT)
      Common stock, $0.001 par value, 15,000,000 shares
        authorized, 8,453,425 and 9,949,383 shares issued
        and outstanding                                          1,000                   1,500
      Additional paid in capital                                  -                    252,459
      Deficit accumulated during the development stage          (9,608)               (988,655)
                                                          --------------------  ------------------

                                                                (8,608)               (734,696)
                                                          --------------------  ------------------

                                                          $      4,215          $      278,632
                                                          ====================  ==================

</TABLE>

   The Notes to Financial Statements are an integral part of these statements

                                       F-3

                                      -29-
<PAGE>

<TABLE>

         WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
                           A DEVELOPMENT STAGE COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>

                                                                                 DECEMBER 2, 1999       DECEMBER 2, 1999
                                                             SIX MONTHS            (INCEPTION)            (INCEPTION)
                                                               ENDED                 THROUGH                THROUGH
                                                            JUNE 30, 2000       DECEMBER 31, 1999        JUNE 30, 2000
                                                          -----------------     ------------------     ------------------

<S>                                                       <C>                   <C>                    <C>
REVENUES                                                 $      1,095           $    -                 $     1,095

 COST OF GOODS SOLD                                             2,137                -                       2,137
                                                          -----------------     ------------------     ------------------

 GROSS (LOSS)                                                  (1,042)               -                      (1,042)
                                                          -----------------     ------------------     ------------------

 GENERAL AND ADMINISTRATIVE EXPENSES                          976,569               9,608                  986,177
                                                          -----------------     ------------------     ------------------

 (LOSS) FROM OPERATIONS                                      (977,611)             (9,608)                (987,219)
                                                          -----------------     ------------------     ------------------
OTHER INCOME (EXPENSE)
    Rental income                                               4,260                -                       4,260
    Interest expense                                           (5,696)               -                      (5,696)
                                                          -----------------     ------------------     ------------------

                                                               (1,436)               -                      (1,436)
                                                          -----------------     ------------------     ------------------

NET (LOSS)                                                $  (979,047)          $  (9,608)             $  (988,655)
                                                          =================     ==================     ==================
PER SHARE INFORMATION:
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC AND DILUTED)     8,502,406             8,453,425              8,495,906
                                                          =================     ==================     ==================

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)           $   (0.12)            $    (0.00)            $    (0.12)
                                                          =================     ==================     ==================

</TABLE>

   The Notes to Financial Statements are an integral part of these statements


                                       F-4

                                      -30-
<PAGE>

<TABLE>

         WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
                           A DEVELOPMENT STAGE COMPANY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)
          FOR THE PERIOD DECEMBER 2, 1999 (INCEPTION) TO JUNE 30, 2000
<CAPTION>



                                                             Common Stock          Additional                     Total
                                                         ---------------------     Paid in      Accumulated   Shareholders'
                                                          Shares      Amount       Capital        Deficit       (Deficit)
                                                         ---------    --------    ----------    -----------   -------------

<S>                                                      <C>          <C>         <C>           <C>           <C>
Balance, December 2, 1999                                     -       $ -         $   -         $    -        $    -

     Stock issued at inception                           8,453,425     1,000          -              -            1,000

     Net (loss) for the period ended December 31, 1999         -        -           (9,608)        (9,608)       (9,608)
                                                         ---------    --------    ---------     -----------   ----------

Balance, December 31, 1999                               8,453,425     1,000          -            (9,608)       (8,608)

     Shares issued for reorganization                      995,958      -             -              -             -

     Shares issued for conversion of notes                 500,000       500       252,459           -          252,959

     Net (loss) for the six months ended June 30, 2000         -        -             -          (979,047)     (979,047)
                                                         ---------    --------    ---------     -----------   ----------

Balance, June 30, 2000                                   9,949,383    $1,500      $252,459      $(988,655)    $(734,696)
                                                         =========    ========    =========     ===========   ==========

</TABLE>

   The Notes to Financial Statements are an integral part of these statements


                                       F-5

                                      -31-
<PAGE>


<TABLE>

         WALLSTREET RACING STABLES, INC. DBA PIPELINE TECHNOLOGIES, INC.
                           A DEVELOPMENT STAGE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                 DECEMBER 2, 1999       DECEMBER 2, 1999
                                                             SIX MONTHS            (INCEPTION)            (INCEPTION)
                                                               ENDED                 THROUGH                THROUGH
                                                            JUNE 30, 2000       DECEMBER 31, 1999        JUNE 30, 2000
                                                          -----------------     ------------------     ------------------

<S>                                                       <C>                   <C>                    <C>
OPERATING ACTIVITIES
        Net (loss)                                        $  (979,047)          $  (9,608)             $  (988,655)
        Adjustments to reconcile net (loss) to net cash
           flows from operating activities:
              Depreciation                                      1,005                -                       1,005
        Changes in:
           Accounts receivable-related party                  (14,381)             (3,820)                 (18,201)
           Accounts payable and accrued expenses               74,405                 596                   75,001
           Accrued expenses-related party                       1,100              12,227                   13,327
                                                          -----------------     ------------------     ------------------
              Net cash (used in) operating  activities       (916,918)               (605)                (917,523)
                                                          -----------------     ------------------     ------------------
INVESTING ACTIVITIES
     Purchase of property and equipment                       (33,381)               -                     (33,381)
                                                          -----------------     ------------------     ------------------
              Net cash (used in) investing activities         (33,381)               -                     (33,381)
                                                          -----------------     ------------------     ------------------

FINANCING ACTIVITIES
     Proceeds from issuance of stock                             -                  1,000                    1,000
     Proceeds from note payable                             1,252,959                -                   1,252,959
     Payments on notes payable                                (75,000)               -                     (75,000)
                                                          -----------------     ------------------     ------------------

              Net cash provided by financing activities     1,177,959               1,000                1,178,959
                                                          -----------------     ------------------     ------------------

                 Net increase in cash                         227,660                 395                  228,055

CASH AT BEGINNING OF YEAR                                         395                -                        -
                                                          -----------------     ------------------     ------------------

CASH AT END OF YEAR                                       $   228,055           $     395              $   228,055
                                                          =================     ==================     ==================
SUPPLEMENTAL CASHFLOW INFORMATION:
     Cash paid for:
        Interest                                          $      -              $    -                 $      -
                                                          =================     ==================     ==================

        Income taxes                                      $      -              $    -                 $      -
                                                          =================     ==================     ==================

NON CASH INVESTING AND FINANCING ACTIVITIES:
     Conversion of notes payable to common stock          $   252,959           $    -                 $   252,959
                                                          =================     ==================     ==================

</TABLE>

   The Notes to Financial Statements are an integral part of these statements


                                       F-6

                                      -32-
<PAGE>

         Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
                           A Development Stage Company
                 Notes to the Consolidated Financial Statements


Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization

          On July 18, 1995  Wallstreet  Racing  Stables,  Inc. (the Company) was
          incorporated  under the laws of Colorado.  Wallstreet  Racing Stables,
          Inc.'s primary purpose was to engage in all phases of the thoroughbred
          horse racing industry.

          On June 21, 2000 Pipeline  Technologies,  Inc. (Pipeline)  completed a
          reorganization  with Wallstreet  Racing Stables,  Inc.,  which at that
          time  had  no  assets  or  liabilities.   In  conjunction   therewith,
          Wallstreet  Racing Stables,  Inc. issued 8,453,425 (89%) shares of its
          common stock for all of the issued and  outstanding  common  shares of
          Pipeline. This reorganization has been accounted for as though it were
          a  recapitalization  of Pipeline and sale by Pipeline of 995,958 (11%)
          shares  of  common  stock  in the  exchange  for  the  net  assets  of
          Wallstreet  Racing  Stables,  Inc.  The Company is in the  business of
          providing  telecommunications  services and doing business as Pipeline
          Technologies, Inc.

     Basis of reporting

          The Company's  financial  statements  are presented on a going concern
          basis,  which  contemplates the realization of assets and satisfaction
          of liabilities in the normal course of business.

          The Company has  experienced  recurring  losses from  operations  as a
          result of its general and administrative expenses necessary to achieve
          its operating plan which is long-range in nature. For the period ended
          December 2, 1999  (inception)  through  December  31, 1999 and the six
          months  ended June 30, 2000 the Company  realized net losses of $9,608
          and  $979,047,  respectively.  In addition,  the Company has a working
          capital deficit of $767,072 at June 30, 2000.

          The  Company's  ability to continue as a going  concern is  contingent
          upon its ability to secure financing from outside  sources,  implement
          its business plan and attain profitable  operations.  In addition, the
          Company's ability to continue as a going concern must be considered in
          light  of  the  problems,   expenses  and   complications   frequently
          encountered by entrance into established markets.

          The  Company is  pursuing  financing  for its  operations  and seeking
          additional  private  placement  investment.  Failure  to  secure  such
          financing or to raise  additional  private  placement  investment  may
          result in the Company depleting its available funds and not being able
          pay its obligations or begin operations.

          The financial statements do not include any adjustments to reflect the
          possible future effects on the  recoverability  and  classification of
          assets or the  amounts  and  classification  of  liabilities  that may
          result  from the  possible  inability  of the Company to continue as a
          going concern.

                                       F-7

                                      -33-
<PAGE>

        Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
                           A Development Stage Company
                 Notes to the Consolidated Financial Statements


     Principles of Consolidation

          The  consolidated  financial  statements  include the  accounts of the
          Company and its wholly owned subsidiary.  All significant intercompany
          accounts and transactions have been eliminated in consolidation.

     Depreciation

          Property  and  equipment  are   depreciated  or  amortized  using  the
          straight-line method over the following estimated useful lives:

               Furniture and office equipment              3-5 years
               Leasehold Improvements                      5 years

         Depreciation  expense for the six month  period ended June 30, 2000 was
         $1,005.  There was no  depreciation  expense for the period December 2,
         1999 (inception) through December 31, 1999.

     Fair value of financial instruments

          Fair value  estimates  discussed  herein are based upon certain market
          assumptions  and pertinent  information  available to management as of
          June  30,   2000.   The   respective   carrying   value   of   certain
          on-balance-sheet financial instruments approximated their fair values.
          These  financial   instruments  include  cash,  accounts   receivable,
          accounts  payable,  accrued expenses,  and notes payable.  Fair values
          were  assumed  to  approximate  carrying  values  for these  financial
          instruments  because they are short term in nature and their  carrying
          amounts  approximate  fair values or they are receivable or payable on
          demand.

     Impairment of long-lived assets

          The  Company   periodically   reviews  the  carrying   amount  of  its
          identifiable   assets  to   determine   whether   current   events  or
          circumstances  warrant  adjustments  to such carrying  amounts.  If an
          impairment  adjustment is deemed  necessary,  such loss is measured by
          the amount that the  carrying  value of such assets  exceed their fair
          value.  Considerable management judgement is necessary to estimate the
          fair  value  of  assets,   accordingly,   actual  results  could  vary
          significantly  from  such  estimates.  Assets  to be  disposed  of are
          carried at the lower of their financial  statement  carrying amount or
          fair value less costs to sell.  As of June 30, 2000,  management  does
          not believe there is any impairment of the carrying amounts of assets.

     Revenue recognition

          Revenue is recognized when telecommunications service are performed.

     Advertising costs

         The  Company  expenses  all costs of  advertising  as  incurred.  Total
         advertising expense for the period December 2, 1999 (inception) through
         December  31,  1999 and the six month  period  ended June 30,  2000 was
         $6,767 and $34,449, respectively.

                                       F-8

                                      -34-
<PAGE>

        Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
                           A Development Stage Company
                 Notes to the Consolidated Financial Statements


     Income taxes

         The Company follows Statement of Financial Accounting Standard No. 109,
         "Accounting  for Income  Taxes"  ("SFAS  No.  109") for  recording  the
         provision for income  taxes.  Deferred tax assets and  liabilities  are
         computed based upon the difference between the financial  statement and
         income tax basis of assets and liabilities  using the enacted  marginal
         tax rate  applicable when the related asset or liability is expected to
         be realized or settled.  Deferred  income tax  expenses or benefits are
         based  on the  changes  in the  asset  or  liability  each  period.  If
         available  evidence  suggests that it is more likely than not that some
         portion or all of the  deferred  tax  assets  will not be  realized,  a
         valuation  allowance  is provided to reduce the  deferred tax assets to
         the amount that is more likely than not to be realized.  Future changes
         in such valuation  allowance are included in the provision for deferred
         income taxes in the period of change.

     Net (Loss) per Common Share

         The Company  calculates net income (loss) per share as required by SFAS
         No. 128,  "Earnings  per  Share."  Basic  earnings  (loss) per share is
         calculated by dividing net income (loss) by the weighted average number
         of common shares  outstanding for the period.  Diluted  earnings (loss)
         per share is  calculated  by dividing net income (loss) by the weighted
         average number of common shares and dilutive  common stock  equivalents
         outstanding. During the periods presented common stock equivalents were
         not considered as their effect would be anti- dilutive.

     Comprehensive Income

          The Company follows  Statement of Financial  Accounting  Standards No.
          130, "Reporting  Comprehensive  Income" ("SFAS No. 130"). SFAS No. 130
          establishes  standards  for  reporting  and  display of  comprehensive
          income and its components in the financial statements.

     Segment Reporting

          The Company follows  Statement of Financial  Accounting  Standards No.
          131,   "Disclosures  About  Segments  of  an  Enterprise  and  Related
          Information."  The  Company  operates  as a  single  segment  and will
          evaluate additional segment disclosure  requirements as it expands its
          operations.

     Cash and cash equivalents

          The Company  considers all highly liquid  investments with an original
          maturity of three months or less to be cash equivalents.

     Estimates

         The  preparation  of the Company's  financial  statements in conformity
         with generally accepted  accounting  principles  requires the Company's
         management to make  estimates and  assumptions  that affect the amounts
         reported in these financial  statements and accompanying  notes. Actual
         results could differ from those estimates.

                                      F-9

                                      -35-
<PAGE>

        Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
                           A Development Stage Company
                 Notes to the Consolidated Financial Statements


     Recent Pronouncements

         The FASB recently issued  Statement No 137,  "Accounting for Derivative
         Instruments and Hedging  Activities-Deferral  of Effective Date of FASB
         Statement  No. 133".  The  Statement  defers for one year the effective
         date of FASB Statement No. 133, "Accounting for Derivative  Instruments
         and Hedging Activities". The rule now will apply to all fiscal quarters
         of all fiscal years  beginning  after June 15, 2000. In June 1998,  the
         FASB issued SFAS No. 133,  "Accounting  for Derivative  Instruments and
         Hedging Activities," which is required to be adopted in years beginning
         after June 15, 1999.  The Statement  permits  early  adoption as of the
         beginning of any fiscal quarter after its issuance.  The Statement will
         require the Company to recognize all  derivatives  on the balance sheet
         at fair value. Derivatives that are not hedges must be adjusted to fair
         value through  income.  If the derivative is a hedge,  depending on the
         nature of the  hedge,  changes in the fair  value of  derivatives  will
         either be offset against the change in fair value of the hedged assets,
         liabilities,  or firm  commitments  through  earnings or  recognized in
         other  comprehensive  income  until the hedged  item is  recognized  in
         earnings.  The  ineffective  portion of a  derivative's  change in fair
         value will be immediately  recognized in earnings.  The Company has not
         yet determined  what the effect of SFAS No. 133 will be on the earnings
         and financial position of the Company.


Note 2. PROPERTY AND EQUIPMENT

     The  following  is a  summary  of  property  and  equipment  at cost,  less
     accumulated depreciation at June 30, 2000:

       Furniture and fixtures                            $     19,549
       Leasehold improvements                                  13,832
                                                         -------------
                                                               33,381
       Less: Accumulated depreciation                           1,005
                                                         -------------
                Total                                    $     32,376
                                                         =============


Note 3. NOTES PAYABLE

     Convertible notes payable were issued for cash to be used for operations.

     The following are summaries of notes payable at June 30, 2000:

          Short-term:
               12% convertible notes, interest payable semi-annually,
               convertible including accrued interest, at the holders'
               discretion into shares of Common Stock at rate of
               $2.00 per share
                                                                      $925,000
                                                                      ========

Note 4.  CONTINGENCIES

     The  Company  is a  defendant  in a  lawsuit  filed by a  former  affiliate
     alleging  fraud in the  inducement  to enter into a  settlement  agreement.
     Plaintiff also alleges lost opportunity.  The Company feels that the claims
     are barred by the former settlement  agreement.  Additionally,  the Company
     has an indemnity  agreement  with LM Investment  Group ("LM").  The Company
     believes  the claims are  without  merit and intends to  vigorously  defend
     them.  The  Company  will  also look to LM if any loss is  ascribed  to the
     Company.


Note 5. STOCKHOLDERS' EQUITY

     At  inception  Pipeline  issued  8,453,425  shares of common stock for cash
     aggregating $1,000.

     During the six months ended June 30, 2000,  the Company  accepted  $252,959
     worth of stock subscriptions in conversion of notes payable.

                                      F-10

                                      -36-
<PAGE>

        Wallstreet Racing Stables, Inc. dba Pipeline Technologies, Inc.
                           A Development Stage Company
                 Notes to the Consolidated Financial Statements


Note 6. INCOME TAXES

     The Company has a Federal net operating loss  carryforward of approximately
     $989,000,  which will expire  between the years 2018 and 2019. The deferred
     tax asset  relating to the tax benefit of this net operating  loss has been
     offset by a full allowance for realization.


Note 7. RELATED PARTY TRANSACTIONS

     Certain  officers of the Company loan money to the Company at various times
     during the year when cash is needed.  The  balance due these  officers  was
     $13,327 at June 30, 2000.

     The Company  leases  office  space to a company  owned by an officer of the
     Company for $2,130 per month.  Total rental  income  collected  for the six
     months ended June 30, 2000 was $4,260.


Note 8. CONCENTRATION OF CREDIT RISK

     The Company's funds are deposited in a federally insured  institution which
     insures  deposits  up to  $100,000.  As of June 30,  2000 the  funds  under
     deposit exceed this insured amount by $126,968.


NOTE 9. LEASE OBLIGATION

     The Company leases office space under an operating lease  arrangement.  The
     lease expires on March 31, 2005.

         Minimum future lease payments on the office lease are as follows:

                Year        Amount
                ----       --------
                2001     $  61,992
                2002        64,239
                2003        66,492
                2004        68,739
                2005        17,325
                         ----------
                         $ 278,787
                         ==========

     For the six month  period  ended  June 30,  2000,  the  amount  charged  to
     operations for rent expense was $5,352.  There was no rent expense  charged
     to operations for the period  December 2, 1999  (inception) to December 31,
     1999.

                                      F-11

                                      -37-


<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 3rd 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 3, 2000
-------------------------     Officer, and Director              ---------------
Timothy J. Murtaugh


/s/ Robert L. Maige, Jr.      Chief Financial Officer,           October 3, 2000
-------------------------     Treasurer and Director             ---------------
Robert L. Maige, Jr.


/s/ John D. McKey, Jr.        Director
-------------------------                                        October 3, 2000
John D. McKey, Jr.                                               ---------------



                                       23

                                      -38-