8-K 1 pipe8k_12102002.txt FORM 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report (Date of Earliest Event Reported): December 9, 2002. PIPELINE TECHNOLOGIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado 0-23823 84-1313024 ---------------- ------------ -------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1506 Prudential Drive, Suite 200 Jacksonville, Florida 32207 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (904) 346-0170 -------------- (Former name or former address, if changed since last report):1001 Kings Avenue, Suite 220 Jacksonville, Florida 32207 ------------------ Item 5. OTHER EVENTS Failure to File Reports Pipeline Technologies, Inc. (the "Company") confirmed today that its common stock has been delisted from the OTC Bulletin Board for failing to file its periodic reports with the Securities and Exchange Commission ("SEC"). Information regarding trading in the Company's common stock can now be viewed in the "Pink Sheets" published by the National Quotations Bureau and distributed to various securities brokerage firms. Pipeline is presently delinquent in filing its Annual Report on Form 10-KSB for the fiscal year ended June 30, 2002 and its Quarterly Report for the quarter ended September 30, 2002. Management has been working with the Company's independent accountant to finalize the audit of its financial statements for the past fiscal year, as well as the review for the first quarter of the current fiscal year. However, due to a lack of working capital, the Company has been unable to finalize either the financial statements or narrative portions of those reports. The Company is currently exploring various financing options in an effort to obtain the capital necessary to finalize the reports and proceed with its business plan. However, management is unable to predict with any degree of certainty when, if ever, such efforts will result in receipt of financing. Upon receipt of adequate capital and filing the necessary reports with the SEC, management intends to contact one or more market makers willing to submit an application for relisting of the Company's common stock on the Bulletin Board. Civil Lawsuit The Company also reported that it is a defendant in a lawsuit commenced in the United States District Court for the Northern District of Alabama in which Compass Bank is plaintiff. The Company was served with the summons and complaint, initiating the action, on April 8, 2002. Also named as defendants in the lawsuit are Robert Maige, our former Treasurer and Chief Financial Officer, and Timothy Murtaugh, our President and Chief Executive Officer, who plaintiff alleges personally guaranteed the Company's obligations. The lawsuit arises out of a merchant agreement between Pipeline and Compass Bank. The suit alleges that Compass Bank was retained to process credit card payments on behalf of the Company and that the Company failed or refused to honor certain provisions of the merchant agreement, including its failure to pay chargebacks and other expenses incurred by plaintiff. Plaintiff claims damages from the defendants in excess of $1,000,000 under claims for breach of contract and fraud. The Company has hired counsel to defend the action on its behalf and intends to vigorously assert its defenses. The lawsuit is in the very preliminary stages of proceeding. Item 6. RESIGNATION OF REGISTRANTS' DIRECTORS The Company also reported that it had recently received the resignation of John McKey from its Board of Directors, resulting in the resignations of a majority of the Board since the date of its last annual meeting of shareholders. Remaining directors include Timothy Murtaugh and Peter Both. Members of the existing Board intend to undertake efforts to investigate and locate additional individuals to sit on the Board, time permitting. Until that time, the Board will continue with its existing members. The Company received no information from the resigning Directors required to be reported under Item 6 of this form. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. PIPELINE TECHNOLOGIES, INC. Date: December 10, 2002 By: /s/ Timothy Murtaugh ---------------- -------------------------------- Timothy Murtaugh, President and Chief Executive Officer

                           COLORADO                                             84-1313024
                  --------------------------------                     -----------------------------

           (State or other jurisdiction                                (I.R.S. Employer Identification No.)
         incorporation or organization)

Check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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. Yes |X| No |_|

Item 1.  Changes in Control of Registrant - None

Item 2.  Acquisition or Disposition of Assets ...............................................................Page 3

Item 3.  Bankruptcy or Receivership - None

Item 4.  Changes in Registrant's Certifying Accountant - None

Item 5.  Other Events - None

Item 6.  Resignations of Registrant's Directors -............................................................Page 3

Item 7.  Financial Statements and Exhibits - None

Signatures...................................................................................................Page 4

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On December 31, 2001, we filed a current report on Form 8-K announcing the acquisition of Achieve Networks, Inc., of Dallas, Texas. However, as discussed in our Form 10-QSB, filed on March 21, 2002 (the "March 21 10-QSB"), Mark Roberts, a former majority shareholder, president and director of Achieve, filed a lawsuit (the Lawsuit") against Tim Murtaugh and us wherein Mr. Roberts alleged breach of the original contract by of which Achieve was to be acquired. In the Lawsuit, Mr. Roberts also requested the court to rescind the original contract by which Achieve was to be acquired and to return the parties to the status quo prior to the proposed acquisition.

Because of the uncertainty created by the Lawsuit and the fact that the Lawsuit sought rescission of the entire Achieve transaction, we halted the completion of the audit of the acquisition of Achieve and began conducting negotiations with Mr. Roberts toward the full and final resolution of the allegations contained in the Lawsuit. Also as discussed in our March 21 10-QSB. we have now completed the settlement of the Lawsuit, effective as of March 31, 2002.

The general terms of the settlement reached between Mr. Roberts, Mr Murtaugh and us are that Mr. Roberts will immediately file a motion to dismiss the Lawsuit with the court and will seek with all diligence to obtain an order of the court confirming the dismissal of the Lawsuit. Additionally, Mr. Roberts has agreed to continue to serve Pipeline as a consultant, with Mr. Roberts' primary responsibilities including maintenance of our VOIP network and our relationships with independent providers thereof, development of new products for sale by us and all related activities.

Because the Lawsuit has been resolved and the threat of rescission of the Achieve acquisition removed, we are moving forward with completing our audit of the acquired assets and expect to file audited financial statements reflecting such acquisition within 60 days of the date of the filing of this amended Form 8-K.

ITEM 6 RESIGNATION OF DIRECTOR

Edward Kaloust, one of our directors, has resigned from our Board of Directors, effective March 28, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned herein duly authorized.

PIPELINE TECHNOLOGIES, INC.

(Signature) /s/ Tim Murtaugh

Tim Murtaugh (Title): President and Director (Date): April 11, 2002

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