SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the  Registrant [X]
Filed by a Party other than the Registrant
[] Check the appropriate box:

[]   Preliminary Proxy Statement
[X]  Definitive Proxy Statement
[]   Definitive Additional Materials
[]   Soliciting Material Pursuant toss.240.14a-12


                          PIPELINE TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


--------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


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[X]  No Fee required.
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          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

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[]   Fee paid previously with preliminary materials.
[]   Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:

     --------------------------
     2)   Form, Schedule or Registration Statement No.:

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     4)   Date Filed:




                           PIPELINE TECHNOLOGIES, INC.
                           1001 Kings Ave., Suite 200
                           Jacksonville, Florida 32207

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                December 10, 2001


     The annual  meeting of  shareholders  of  Pipeline  Technologies,  Inc.,  a
Colorado corporation, will be held at our principal executive offices located at
1001 Kings Ave., Suite 200, Jacksonville, Florida 32207 on December 10, 2001, at
11:30 a.m., eastern time, for the following purposes:

          1. To elect five  members of the Board of Directors to serve until the
     next annual meeting of shareholders and until their successors are elected;

          2. To ratify and affirm an increase in the authorized amount of common
     stock to 40,000,000 shares.

          3. To ratify the  appointment of Stark Winter  Schenkein & Co., LLP as
     our independent accountants for the fiscal year ending June 30, 2002; and

          4. To transact  such other  business as may  properly  come before the
     meeting or any adjournment thereof.

     Only  shareholders  of record on our books on the record date, at the close
of business  on October  29,  2001 are  entitled to notice of and to vote at the
annual meeting.

     All  shareholders  are  invited  and urged to attend the meeting in person.
EVEN IF YOU EXPECT TO ATTEND THE MEETING,  YOU ARE REQUESTED TO COMPLETE,  SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED, PRE-ADDRESSED ENVELOPE.
If you attend the meeting, you can revoke your proxy and vote in person.

     A proxy  statement  explaining  the matters to be acted upon at the meeting
follows. Please read it carefully.

                                             By Order of the Board of Directors,

                                             /s/ Robert L. Maige
                                             --------------------------
Date: November 7, 2001                       Robert L. Maige, Secretary




                                 PROXY STATEMENT

                           PIPELINE TECHNOLOGIES, INC.
                         Annual Meeting of Shareholders
                                December 10, 2001

                               GENERAL INFORMATION

     This proxy  statement is furnished in connection  with the  solicitation of
proxies by the Board of  Directors  of Pipeline  Technologies,  Inc., a Colorado
corporation,  for the annual meeting of shareholders to be held at our principal
executive offices located at 1001 Kings Ave., Suite 200,  Jacksonville,  Florida
32207 on December 10, 2001, at 11:30 a.m., eastern time, and at any adjournments
of the meeting.  This proxy  statement  and the enclosed form of proxy are being
sent to shareholders on or about November 7, 2001.

     If the enclosed proxy is properly executed and returned in time to be voted
at the meeting,  the shares  represented  will be voted in  accordance  with the
instructions  contained  therein.  Executed proxies that contain no instructions
will be voted for the election of all nominees  named herein as  directors,  for
the  ratification  and  affirmation  of an increase in the number of  authorized
shares  of  common  stock  to  40,000,000,  and  for  the  ratification  of  the
appointment of Stark Winter Schenkein & Co., LLP as our independent auditors.

     Shareholders  who execute  proxies for the annual  meeting may revoke their
proxies at any time prior to the exercise of the proxies by  delivering  written
notice  of  revocation  to us at our  above  address,  or by  delivering  a duly
executed  proxy  bearing a later date, or by attending the meeting and voting in
person.

     The cost of the meeting,  including  the cost of preparing and mailing this
proxy statement and proxy,  will be borne by us. We will use the services of our
directors,   officers,   employees  and  contractors  to  solicit  the  proxies,
personally or by telephone,  at no additional  salary or  compensation.  We will
also request  banks,  brokers and others who hold common stock in nominee names,
to  distribute  proxy  soliciting  materials  to  beneficial  owners and we will
reimburse  such banks and brokers for  reasonable  out-of-pocket  expenses which
they may incur in so doing.

     Only holders of record of our common stock,  par value $.001 per share,  on
the record date, October 29, 2001, are entitled to receive notice and to vote at
the annual meeting.  On the record date, there were a total of 10,179,375 shares
of common stock outstanding. Each share is entitled to one vote.

     The  holders of a majority of the  outstanding  shares  will  constitute  a
quorum for the transaction of business at the annual meeting. Since our officers
and directors are holders of a majority of the outstanding  shares, the officers
and directors will ensure that a quorum is present.

     Brokers  who  hold  common   stock  in  street  name  and  do  not  receive
instructions  from their  clients on how to vote on a  particular  proposal  are
permitted to vote on routine  proposals  but not on  nonroutine  proposals.  The



absence of votes on nonroutine proposals are "broker nonvotes."  Abstentions and
broker  nonvotes  will be counted as present  for  purposes  of  establishing  a
quorum, but will have no effect on the election of directors or any other matter
voted on at the meeting because they will not be counted as votes for or against
any matter.

YOUR VOTE IS  IMPORTANT.  PLEASE  RETURN YOUR MARKED PROXY CARD PROMPTLY SO YOUR
SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON.


                                 PROPOSAL NO. 1
                                 --------------
                              ELECTION OF DIRECTORS
                              ---------------------

Directors and Executive Officers

     The Board of Directors  currently  consists of five members.  All directors
hold office until the next annual shareholders  meeting and their successors are
elected and  qualified.  The  nominees  for the  directors  to be elected at the
annual meeting of shareholders are the following current  directors:  Timothy J.
Murtaugh, Robert L. Maige, and Pieter Both; and the following director nominees:
Bruce Scott and Edward Kaloust. The following current directors are not standing
for  re-election:  John D. McKey Jr.  and  Jeffrey  R.  Leach.  After the annual
meeting of shareholders, the Board of Directors will consist of five members. Of
the five current members of the Board, two are also officers of our company.

     The following table reflects our directors and executive officers as of the
date of this proxy statement.

Name                     Age          Position
----                     ---          --------

Timothy J. Murtaugh      57           President, Chief Executive Officer
                                      and Director

Robert L. Maige          44           Secretary, Treasurer, Chief Financial
                                      Officer, and Director

Pieter Both              41           Director

John D. McKey, Jr.       58           Director

Jeffrey R. Leach         40           Director

Bruce Scott              55           Director Nominee

Edward Kaloust           61           Director Nominee

                                        2


     The following represents a summary of the business history of each of these
individuals for the last five years:

     Timothy J. Murtaugh has been our President and Chief Executive  Officer and
a Director  since June,  2000.  Prior to that he was the founder,  president and
director of Pipeline  Technologies,  Inc.,  a Florida  corporation  ("Pipeline -
Florida") which we acquired in June,  2000. From July, 1998 to September,  1999,
he was the vice president,  sales and marketing, of Intetech,  L.C., a privately
held Florida corporation  operating as a reseller of long distance services with
a primary  emphasis toward the college  student  housing market.  From December,
1997 to July,  1998, he was a senior  account  executive  with ITC  Deltacom,  a
publicly  traded  Alabama  corporation  engaged  in the  sale of  long  distance
services to large commercial accounts.  From December,  1996 to December,  1997,
Mr. Murtaugh was an account executive with Intermedia Communications, a publicly
traded Florida corporation, where he was responsible for development of accounts
within the State of Florida.  He was also an account  manager  with MCI WorldCom
from  1996 to 1997,  where he was  responsible  for  development  of  commercial
accounts in North Florida.

     Robert L.  Maige has been our  Treasurer,  Chief  Financial  Officer  and a
Director  since  June,  2000.  He is also  the  vice  president,  secretary  and
treasurer of  Pipeline-Florida  since its  organization.  From 1991 to December,
2000, he was the managing  shareholder of Maige,  Matthews and Company, a public
accounting  firm  providing tax and  entrepreneurial  services in North Florida.
Prior to that  association,  Mr.  Maige  worked with Ernst and Young as a senior
manager.  Mr. Maige has a Masters of Arts and Accounting  from the University of
Florida,  a Bachelors of Science in  Accounting  from Auburn  University  and is
licensed as a Certified Public Accountant in the State of Florida.

     Pieter Both was  appointed  as a Director in  December,  2000.  Mr.  Both's
background allows him to assist the Board with our business strategy, financing,
office administration and information systems. Mr. Both is currently a principal
of Westplan Asset  Management  USA, Inc., a company he foundered in 1998,  which
provided real estate asset management services. Mr. Both is also on the advisory
board  of  Cordova   Realty  II  which   provides   financing  for  real  estate
developments.  Previously, Mr. Both was Executive Vice President of Integroup in
Jacksonville,  Florida from 1996 to 1998, where he designed  information systems
to support customer service,  billing and accounting for long distance and local
telephone services, as well as designing office systems for property management.

     John D.  McKey,  Jr. is of  counsel at the law firm of  McCarthy,  Summers,
Bobko, Wood, Sawyer & Perry,  P.A., located in Stuart,  Florida and has occupied
that position since January,  2000. Prior to that, Mr. McKey was shareholder and
an attorney  at that firm.  He has been  licensed as an attorney  and engaged in
private practice in the State of Florida since 1968. He is a director of Lithium
Technology  Corp.,  the  securities  of which are traded in the Nasdaq Small Cap
Market.  Mr.  McKey  obtained a Bachelors  of Business  Administration  from the
University of Georgia and a Juris Doctorate from the University of Florida.

                                        3


     Jeffrey R. Leach was  appointed  as a Director  in  December,  2000.  Since
January  2000,  Mr.  Leach  has  been  self-employed  in  the  business  of  the
structuring of deeds,  raising  capital for deeds and  consulting.  From January
1995 to January  2000,  Mr. Leach was a partner and  managing  director of Stone
Pine Investment Banking,  LLC where he directed placements of private equity and
debt for client companies.  Mr. Leach graduated in 1983 from Bucknell University
with a degree in economics.

     Bruce Scott is nominated as a Director. Mr. Scott is a nine-year veteran of
the Jacksonville  Sheriff's  Office. He founded Scott Alarm in 1985 that quickly
became the fourth  largest  security  alarm  systems  corporation  in the United
States. After ten years in business, Scott Alarm was sold to Republic Industries
and Mr. Scott remained for a time as director of operations.  Mr. Scott recently
accepted the position of Executive Vice President of Pipeline Technologies.

     Edward  Kaloust is nominated as a Director.  Mr.  Kaloust is currently  the
managing  partner of New England  Financial's  Tampa office.  He graduated  from
Bryant College and served in the US Marine Corps. He began his insurance  career
in 1963. He has received many industry  awards  including Life membership in the
Million Dollar Round Table,  Leaders Association and Hall of Fame. He has been a
recipient of the National  Management Award since its inception and has received
the National  Quality Award and the National  Sales  Achievement  Award multiple
times. He has earned his CLU designation from the American College.

Significant Employees
---------------------

     John J. Gallen has been our Chief Operating Officer since November 1, 2000.
In that capacity Mr. Gallen has primarily  assisted with our marketing  efforts.
Prior to joining  Pipeline,  Mr.  Gallen  held the  position  of Major  Accounts
Manager  at Cisco  from  1999 to 2000 and held the  position  of Major  Accounts
Manager at Qwest from 1998 to 1999. He was a National  Accounts Manager with MCI
from  1988 to 1999.  Mr.  Gallen  attended  Worcester  Academy  and  obtained  a
marketing degree in 1971 from C.W. Post College.

     No family relationship exists between any officers or directors.

     If a quorum is present, directors are elected by a plurality of votes (i.e.
the five candidates receiving the highest number of votes will be elected to the
Board of Directors).  The Board of Directors  unanimously  recommends a vote for
the nominees listed above.

Board of Directors Meetings and Committees
------------------------------------------

     During the annual period ended June 30, 2001,  our Board of Directors  held
nine  meetings,  and took action six times by  unanimous  written  consent.  Mr.
Murtaugh,  Mr. Maige and Mr. McKey were directors  during the entire last fiscal
year and  participated  in each  decision  made by the  Board.  Pieter  Both and
Jeffrey R. Leach were  Directors from December 7, 2000 through June 30, 2001 and
participated in each decision made by the Board during that period.

                                        4


     In August 2001, the Board of Directors of the Company  appointed a standing
Compensation Committee.  The Compensation Committee is responsible for reviewing
and evaluating the duties and  performance of our officers and key employees and
making recommendations concerning their compensation. The Compensation Committee
also oversees our stock option plan. The  Compensation  Committee's is presently
comprised of Meesrs. McKey, Both and Leach.

     As an Audit Committee had not been formally appointed,  an ad hoc committee
of the entire Board of Directors  reviewed and discussed  our audited  financial
statements  for  the  last  fiscal  year  with  our   management.   Further,   a
representative of that committee discussed with our independent  accountants the
matters  required to be discussed by Statement on Auditing  Standards No. 61 and
received the written disclosures and the letter from the independent accountants
required by Independence  Standards Board Statement No.1 and have discussed with
the  accountants  their  independence.   On  the  basis  of  those  reviews  and
discussions,  the  committee  recommended  to the  Board of  Directors  that the
audited  financial  statements  be included for filing with the  Securities  and
Exchange  Commission  in our Annual  Report on Form  10-KSB for the last  fiscal
year.

     The Board does not include any other committees;  rather,  the entire Board
considers all other matters presented for consideration.  However, the Board may
appoint  an audit,  or such  other  committees  as it deems  appropriate  in the
future.

Audit Fees
----------

     The  aggregate  fees  billed  by our  independent  public  accountants  for
professional  services rendered for the audit of our annual financial statements
for the most recent fiscal year were  $12,500.  The  accountants  also billed us
$12,370 for review of the financial statements included in our quarterly reports
on Form 10-QSB  during the most recent fiscal year. No other fees were billed by
our accountants during that year.

     The directors which reviewed and discussed the audited financial statements
with the accountants  have considered the services  provided by such accountants
during the year, and concluded that the services are compatible with maintaining
the independence of the accountants.

                           (Intentionally left blank)

                                        5



Management Remuneration

     The following  table sets forth the  compensation  paid, or to be paid, for
services rendered during the year ended December 31, 1999, the transition period
ended  June  30,  2000,  and the year  ended  June 30,  2001,  to (a) the  Chief
Executive Officer,  and (b) each of the four most highly  compensated  executive
officers who served as executive officers at the end of the last fiscal year and
whose total annual salary and bonus exceeded or may exceed  $100,000 (the "Named
Executive Officers").

                              Summary Compensation

                                                      Long-term Compensation -
              Name                     Salary      Securities Underlying Options
-----------------------------------  ------------- -----------------------------
Timothy J. Murtaugh, President
        and Chief Executive Officer
   Year ended June 30, 2001          -$200,000(1)-              -0-
   Six months ended June 30, 2000     -0-                       -0-
   Year ended December 31,1999        -0-                       -0-

Robert L. Maige, Secretary,
Treasurer, Chief Financial Officer
   Year ended June 30, 2001          -$175,000(2)-              -0-
   Six months ended June 30, 2000     -0-                       -0-
   Year ended December 31,1999        -0-                       -0-


------------------------------

       (1) Mr. Murtaugh was paid $95,000 for the fiscal year ended June 30, 2001
       and his remaining compensation has been accrued.

       (2) Mr.  Maige was paid  $78,277  for the fiscal year ended June 30, 2001
       and his remaining compensation has been accrued.

------------------------------

     Mr.  Murtaugh,  President  and  Chief  Executive  Officer  and  Mr.  Maige,
Treasurer and Chief  Financial  Officer,  serve  pursuant to written  employment
contracts.  The agreement  with Mr.  Murtaugh was effective May 1, 2000, and the
agreement with Mr. Maige was effective July 1, 2000,  each for a four year term.
Each  agreement  provides for base  compensation  with an annual  increase to be
determined  by the Board of  Directors  on January  1st of each year,  an annual
bonus equal to 5% of our net pretax  income,  stock  options,  participation  in
employee benefit plans and reimbursement of expenses incurred on our behalf. Mr.
Murtaugh's  initial  base salary is $200,000  per annum,  and Mr.  Maige's  base
salary is $175,000 per annum. The agreements also provide for $600 per month car
allowance,  four weeks paid  vacation,  and a  severance  package,  which  under
certain  conditions of  termination,  may entitle the employee to 26 week's base
salary and benefits.

                                        6


Stock Option Plan

     We have adopted a Non-Qualified  Stock Option and Stock Grant Plan ("Plan")
for the benefit of key personnel and others  providing  significant  services to
the Company. An aggregate of 1,000,000 shares of common stock have been reserved
for issuance under the Plan. As of this date,  options to acquire 165,000 shares
of our common stock have been granted  pursuant to the Plan,  355,000  shares of
which remain outstanding.

     The Plan is  administered  by the  Compensation  Committee  of the Board of
Directors,  who  recommend  optionees and  recipients  of any stock grants,  the
number of shares  and the terms and  condition  of any  options or grants to key
persons defined in the Plan. In determining the value of services rendered,  the
Committee considers,  among other things, such person's employment position with
our company, his duties and responsibilities,  performance, productivity, length
of service or association,  morale,  interest in our company,  recommendation by
supervisors  and the  value of  comparable  services  rendered  by others in the
industry who are similarly  situated.  All options granted  pursuant to the Plan
shall be  exercisable  at a price  not less  than the fair  market  value of the
common  stock on the date of grant.  Unless  otherwise  specified,  the  options
expire ten years from the date of grant.

Compensation of Directors

     None of our directors receive additional compensation for their services as
directors except as follows. Directors who are not also employees of our company
are granted  options to purchase our common stock at the rate of 25,000  options
each year.  These  options are  exercisable  at the market  price at the date of
grant and for a period of five years  thereafter.  Directors are also reimbursed
for reasonable and necessary  expenses incurred in connection with attendance at
meetings which they attend.

Security Ownership of Certain Beneficial Owners and Management

     As of September 23, 2001, there were a total of 10,179,375 shares of common
stock outstanding,  the only class of voting securities  currently  outstanding,
and each  share is  entitled  to one vote.  The  number  of  shares  outstanding
excludes up to 75,000 shares issuable upon exercise of outstanding  common stock
purchase  warrants and up to 960,000 shares of common stock underlying our stock
option plan, 75,000 of which are issuable upon exercise of outstanding options.

     The  following  table sets  forth the  beneficial  ownership  of our equity
securities  by (i) each Named  Executive  Officer and each  director;  (ii) each
person who owns beneficially  more than 5% of our outstanding  common stock; and
(iii) all directors and executive officers as a group.

     The  shareholders  listed below have sole voting and investment  power. All
ownership of securities is direct ownership unless otherwise  indicated.  Unless
otherwise  stated,  the current address for each beneficial owner is that of the
Company, 1001 Kings Avenue, Suite 200, Jacksonville, Florida 32207.

                                        7



                                                       Shares Beneficially
                                                              Owned
Name and address of                                  --------------------------
Beneficial Owner                                      Number         Percentage
----------------------------------------------        ------         ----------
Executive Officers and Directors
Timothy J. Murtaugh(1)                               3,713,488         36.48%
Robert L. Maige, Jr.(2)                              1,984,773         19.50%
John D. McKey, Jr. (3)                               1,175,000         11.38%
Jeffrey R. Leach(4)                                    800,000           7.9%

All Directors and Executive
Officers as a Group (four individuals) (1,2,3)       7,673,261         74.29%

------------------------------

          (1)Excludes  35,000  shares  owned by a trust for the  benefit  of Mr.
     Murtaugh's  grandchildren.  Mr. Murtaugh disclaims  beneficial ownership of
     those shares.

          (2)  Includes  275,000  shares owned by a trust for the benefit of Mr.
     Maige's daughter, of which Mr. Maige disclaims beneficial ownership.

          (3) Includes  350,000  shares owned by Mr.  McKey's  wife, of which he
     disclaims  beneficial  ownership,  and 75,000  shares  underlying a warrant
     exercisable  at $2.00 per share until June 21, 2002.  Also includes  75,000
     shares underlying  options owned by Mr. McKey,  which options vest in three
     annual  installments  of 25,000 each beginning June 30, 2001 and continuing
     each year  thereafter so long as Mr. McKey  continues to serve on the Board
     of Directors.  These options are  exercisable at a price of $2.00 per share
     for a period of three years from the date of vesting.

          (4)Includes   800,000   shares  owned  by  the  Leach  Family  Limited
     Partnership of which Mr. Leach is the general partner.

------------------------------


Certain Relationships and Related Transactions

     (A)  Acquisition of Pipeline - Florida.  In connection with the acquisition
of Pipeline - Florida in June 2000,  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.  The shareholders of Pipeline at that
time were Timothy  Murtaugh,  Robert Maige and LM Investments  Group,  Inc. 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  Investments  Group,  Inc.
received 1,606,151 shares. The amount of shares which we

                                        8


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.

     (B) Loan  Arrangements.  On May 3,  2000,  Candace  McKey,  wife of John D.
McKey,  Jr., loaned our company  $125,000  pursuant to a convertible  promissory
note.  Mrs.  McKey  elected to convert the entire  balance plus  interest in the
amount of $1,479.45 into 250,000 shares of common shares on June 8, 2000.

     On June 21,  2000,  Mr.  McKey  loaned our company an  additional  $150,000
pursuant to a convertible  promissory note. The note has an interest rate of 12%
per annum and  requires  quarterly  payments of interests  only.  In addition to
principal and interest,  Mr. McKey received a common stock  purchase  warrant to
acquire up to 75,000  shares of our common stock at the exercise  price of $2.00
per  share,  effective  June 21,  2000 with an  exercise  period of three  years
thereafter.  We repaid  $75,000  of this Note  during  the  fiscal  year and the
balance is due on demand.

     On November 8, 2000,  Mr. McKey loaned our company an  additional  $150,000
under a bridge loan  agreement.  Pursuant to the  agreement,  we issued  100,000
shares of our common stock to Mr.  McKey.  The balance of $150,000  plus 12% per
annum interest is due on demand.

     Mr. McKey loaned our company $37,382.74 on December 12, 2000 and $50,000 on
February 7, 2001 to meet our immediate  cash needs.  Both loans are  outstanding
and payable on demand plus 12% per annum interest.

     (C) Other.  During the year ended June 30, 2001,  we subleased a portion of
our executive and administrative offices to a company affiliated with one of our
executive officers and directors.  Maige,  Matthews and Company is an accounting
firm in which Robert Maige was an officer,  director  and  shareholder.  We were
paid  $6390  pursuant  to  this  arrangement  though  September  2000  when  the
arrangement was terminated.

     In  connection  with certain  financing  conducted  during  fiscal 2000, we
entered into a financial  advisory  agreement with LM Investment Group, Inc., of
which Jeff Leach,  a director of our company,  is a principal.  Pursuant to that
agreement, we agreed to compensate LM for assistance in obtaining financing with
a combination  of cash and securities  for services  rendered on our behalf.  We
also agreed to retain LM as a financial  advisor for a period of one year for an
additional  cash  payment of $5,000 per month.  This  agreement  was  terminated
effective May 14, 2001, and 80,000 shares of our common stock previously  issued
pursuant to this  agreement  have been returned to us. Through June 30, 2001, we
have accrued $67,500 to LM pursuant to this arrangement.

                                        9


     At various times,  Mr. Maige lends money to us to meet  short-term  working
capital needs.  These advances bear interest at the rate of 0% per annum and are
due and payable on demand. At June 30, 2001, the balance  outstanding to him was
$17,201,  including accrued interest. The balance due Mr. Maige increased during
the year by $8,925  accrued  for the  purchase  of  equipment  discussed  below.
Payments of $5,051 were made during the year.

     In August, 2000, Mr. Murtaugh loaned us $24,000 to meet our short term-term
working capital needs.  These advances bear interest at the rate of 0% per annum
and are due and payable on demand. Of the balance due, $22,727 was repaid during
the year. At June 30, 2001, the balance outstanding to him was $1,273, including
accrued interest.

     Until our  merger  with  Pipeline,  we shared  office  facilities  with MCM
Capital Management, Inc., a company affiliated with Messrs. Raymond E. McElhaney
and Bill M. Conrad, former officers, directors and principal shareholders of our
company.  Pursuant to an oral  agreement  effective  September 1, 1995,  we were
provided  with  office  space,  conference  facilities  and other  support for a
monthly  payment of $500.  During the two years ended June 30, 2000,  we paid or
accrued $37,625 pursuant to this arrangement.

     From  November  through  February  2001,  Mr.  Both,  a director,  provided
consulting  services on an as needed  basis.  Mr. Both  provided  technical  and
organizational  services  to our  information  technology  department.  Mr. Both
accrued $12,540 in expenses for these services.

     In March,  2001, we purchased  certain office  equipment and furniture from
one of our  directors,  Mr.  Maige.  The equipment  consisted of desks,  tables,
chairs, filing cabinets,  computers and other office furniture. Our cost for the
equipment was $8,925 which was estimated to be the fair market value.

     All these  transactions  were  approved by a majority of the  disinterested
directors at that time.  The Board of Directors  was of the opinion that each of
these  transactions  were no less  favorable  than  could  be  obtained  from an
unaffiliated third party.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     The following table sets forth each director,  officer or beneficial  owner
of more than ten  percent of any class of equity  securities  of the  registrant
registered  pursuant to Section 12 of the  Securities  Exchange Act of 1934 that
failed to file on a timely  basis,  Forms 3, 4 or 5 as required by Section 16(a)
during the most recent fiscal year or prior years.

                                       10


     The numbers of late Form 3, Form 4 and Form 5 reports,  and the late Form 4
transactions reported are as follows:

   Name of reporting     Late         Late          Late
        Person          Form 3       Form 4        Form 5        Transactions
   -------------------  ------       -------       -------       ------------

   Jeffrey R. Leach       0             0             1               1

   Leach Family           1             0             1               1
   Limited Partnership

   LM Investments         1             0             1               1
   Group



                                 PROPOSAL NO. 2
                                 --------------
                       RATIFICATION AND AFFIRMATION OF THE
                       -----------------------------------
                              ARTICLES OF AMENDMENT
                              ---------------------
                        TO THE ARTICLES OF INCORPORATION
                        --------------------------------

     The  Board  of  Directors  has  adopted,  subject  to  ratification  of the
shareholders,  an  amendment to the  Articles of  Incorporation  to increase the
authorized  amount of our common stock.  This would be  accomplished by adopting
the Articles of Amendment to the Articles of  Incorporation  attached as Exhibit
"A" to this proxy statement.

     This proposal was presented to the  shareholders  at the annual  meeting of
the  shareholders  held on October  19,  2000 and was  approved by a majority of
shareholders.   This  matter  is  being  presented  to  the   shareholders   for
ratification  and  approval at this  annual  meeting in order to insure that all
notice  requirements  to approve this action have been  fulfilled.  Colorado law
requires that 30 day notice be given to all shareholders  prior to a shareholder
meeting  where an  increase  in the number of  authorized  shares is to be voted
upon.  Notice  was not sent to the  shareholders  30 days  prior  to the  annual
meeting,  and we are  required to ensure  that all  statutory  requirements  are
fulfilled  before   effectuating  the  increase  in  authorized   shares.   Upon
ratification by the  shareholders at this meeting,  the Articles of Amendment to
the  Articles  of  Incorporation  will be filed with the  Secretary  of State of
Colorado.

     The Board of Directors  has  determined  that it is in our best interest to
amend our Articles of Incorporation to increase the number of authorized  shares
of our common stock from 15,000,000 to 40,000,000  shares. As of this date, more
than 10,000,000  shares of our common stock are issued and another 1,000,000 are
reserved for issuance upon exercise of outstanding  warrants or options. We have
also agreed to issue up to 3,000,000  additional  shares in  connection  with an
acquisition.  Although we have a sufficient  number of authorized shares to meet
our present  commitments,  we are seeking to increase  the number of  authorized
shares to provide  flexibility  to enter into  future  financing  opportunities.
Notwithstanding  the  aforementioned  commitment to issue  3,000,000  additional
common shares in connection  with an  acquisition,  we have no present intent to
use the  increased  authorized  common  shares for any business  acquisition  or
merger.

                                       11


     We may be  required  to raise  additional  capital to further  finance  our
operations, if and when a feasible business opportunity is presented. Therefore,
the  purpose  of the  proposed  amendment  includes  providing  us with  greater
flexibility for entering into any such opportunity to raise  additional  working
capital. This additional working capital may be needed for possible mergers with
other  companies  and/or the  acquisition  of  additional  assets in the future.
Currently,  we are  restricted  in our  financing  options  due to the  lack  of
authorized  but unissued  shares of common stock provided for in the Articles of
Incorporation.

     The shareholders will have no appraisal rights or dissenting  shareholders'
rights under Colorado law with respect to the Amendment or any equity  financing
that we may undertake after its adoption. In addition,  shareholders do not have
any preemptive rights to participate in any future issuance of common stock, and
therefore will suffer dilution of ownership upon such issuance.  The issuance of
additional  shares could also have the effect of diluting the earnings per share
and book value of existing shares.

     The affirmative vote of a majority of the votes represented in person or by
proxy at the meeting is required for the  adoption of the  proposed  Articles of
Amendment to the Articles of Incorporation.  The Board of Directors recommends a
vote for the proposed  Articles of  Amendment to the Articles of  Incorporation,
and  proxies  solicited  by the  Board  of  Directors  will be so  voted  absent
instructions to the contrary.


                                 PROPOSAL NO. 3
                                 --------------
                       APPOINTMENT OF INDEPENDENT AUDITORS
                       -----------------------------------

     The Board of Directors has appointed  Stark Winter  Schenkein & Co., LLP to
audit our  financial  statements  for the 2002 fiscal  year,  and  solicits  the
ratification of this appointment by the shareholders.  Neither such firm, any of
its  members  nor any of their  associates,  has or has had during the past four
years, any financial interest in our business or affairs, direct or indirect, or
any relationship  with us other than in connection with their duties as auditors
and accountants.

     The affirmative vote of a majority of the votes represented in person or by
proxy at the  annual  meeting  is  required  for the  adoption  of the  proposed
appointment of the  independent  auditors.  The Board of Directors  recommends a
vote for the proposed appointment of independent auditors, and proxies solicited
by the Board of Directors will be so voted in the absence of instructions to the
contrary.


                SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING

     Shareholders  who wish to submit a proposal  for action at the 2002  Annual
Meeting of  Shareholders  must do so in accordance  with the  regulations of the
Securities  and  Exchange  Commission.  In  order  to be  eligible  to  submit a
proposal,  a shareholder must own and have owned, for one year prior to the date

                                       12


of the  annual  meeting,  at least 1% or $1,000 in  market  value of  securities
entitled to be voted on the proposal,  and must continue to hold such securities
through the date of the meeting. For proposals to be considered for inclusion in
the Proxy Statement for the 2002 annual meeting,  they must be received by us no
later than June 20, 2002. It is anticipated that the next annual meeting will be
held on or about October 20, 2002. Such proposals should be directed to Pipeline
Technologies,  Inc., 1001 Kings Ave.,  Suite 200,  Jacksonville,  Florida 32207,
Attention: Robert L. Maige, Secretary.


                                 OTHER BUSINESS

     At the date of the mailing of this proxy statement, we are not aware of any
business  to be  presented  at the  annual  meeting  other  than  the  proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxy holders see fit.


                          ANNUAL REPORT TO SHAREHOLDERS

     Our Annual  Report on Form  10-KSB for the  period  ended June 30,  2001 is
included with this proxy statement. We will provide a copy without charge of any
exhibit to the Form 10-KSB to any shareholder upon request.



                                             BY ORDER OF THE BOARD OF DIRECTORS:


                                             /s/ Robert L. Maige
                                             -------------------
Date: November 7, 2001                       Robert L. Maige
                                             Secretary

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