<PAGE>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 FORM 10-KSB
                                  (Mark One)
                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended April 30, 2001

                                      OR
               [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ______ to ______

                      Commission file number  000-31791

                             WALL STREET WEB, INC.
                      -----------------------------------
              (Exact name of small business issuer in its charter)

          New Jersey                                           23-3589086
         ------------                                        --------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

              71 Irvington Street, Westwood,  New Jersey 07675
            ----------------------------------------------------
            (Address of principal executive offices)  (zip code)

                  Issuer's Telephone Number: 201-594-0555

Securities registered under Section 12(g) of the Exchange Act:  Common Stock,
$0.001 par value per share

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 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 [ ]   No [X]

Check if there is no 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.  [  ]

State issuer's revenues for its most recent fiscal year: $120,544

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days:  $773,750.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.


      Class                              Outstanding at April 30, 2001
      -----                              -----------------------------
Common Stock, par value $0.001                    10,691,500

Documents incorporated by reference:  None

                                      -1-

<PAGE>
                               TABLE OF CONTENTS


                                    PART I

ITEM NUMBER AND CAPTION                                                 PAGE


ITEM 1.  DESCRIPTION OF BUSINESS                                        3

ITEM 2.  DESCRIPTION OF PROPERTY                                        3

ITEM 3.  LEGAL PROCEEDINGS                                              3

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


                                   PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS       4

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS     6

ITEM 7.  FINANCIAL STATEMENTS                                           8

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


                                  PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT              8

ITEM 10.  EXECUTIVE COMPENSATION                                        8

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT                                                    9

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                9

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                              10

SIGNATURES                                                              10


                                      -2-

<PAGE>
                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     Wall Street Web, Inc. ("Wall Street Web" or the "Company") acts in the
same capacity as a reporter for a newspaper, the staff receives information
from various traders, fund managers and stockbrokers.  Wall Street Web then
attempts to verify or corroborate the information and from public information,
attempt to provide an intelligent viewpoint of the story at hand.  Wall Street
Web does not accept and therefore does not comment or disseminate information
that emanates from a source believed to be employed by, affiliated or related
to Wall Street Web that the rumor is being commented on.  The staff of Wall
Street Web, Inc. speak directly to hedge fund managers, stock brokers, and
traders.  From the aforementioned persons the staff of Wall Street Web
disseminates the news.  Wall Street Web does not reproduce any information
that can be construed as a being  derived from a public information source via
website or research report.  The staff of Wall Street Web does not accept
rumor information from company executives.  When the Wall Street Web staff is
alerted to a possible  rumor, they first contact our company for comments.
The staff of Wall Street Web then checks the news services to see if the rumor
has been publicly announced, if it has not then it will then be posted on the
internet  website.  Then the information is distributed first to subscribers
of the email and fax service and then to the Rumorexpress subscribers;
Rumorexpress is a beeper-based service whereby the subscriber receives text
information via their beeper.  Lastly, after the subscribers have had first
look at the rumor it is then placed onto the website for public viewing. To
the best of management's knowledge all the various subscribers (e-mail,
RumorXpress, and the website) are all updated near simultaneously.  The
Stockrumors.com web site, which is continuously updated, provides the
investing public with information concerning rumors that move stocks and the
stock market.  The Brokercall.com web site allows the investing public to view
analyst upgrades and downgrades on a particular company.  In addition to
revenues from subscriptions, Wall Street Web generates revenues from
advertising banners and sponsorships on its web sites.

     We intend to provide active traders and investors with a short term
outlook with access to financial information, including rumor information from
a wide variety of sources.  Investors of all ages and backgrounds will be able
to enhance their knowledge of what is being said on Wall Street via the
Internet, 900 numbers, email, fax and PCS pager services. PCS and Pager
services are provided by Datalink,net.  The fax and phone alerts services are
provided by Xpedite.  E-mail alerts we send out with our own servers.
Currently, we have 8 fax service members, 66 email service subscribers, 316
subscribers to the web site.  Datalink.net has 32 subscribers who they charge
$95.00/month, and Wall Street Web receives 25% of the $95.00.  In order to
achieve its mission, we are committed to the following objectives:

     1.     Creating and maintaining the finest financial rumors and news
network based upon credible sources that utilizes the emerging technologies of
the Internet.

     2.     Providing attractive, interactive, and informative value-added
content on stockrumors.com and related online properties (brokercall.com) to
increase user retention.

     3.     Accumulating data and market research information to insure the
accuracy of advertisements and the correct placement of advertising dollars on
Stockrumors.

     4.     Establishing and developing strong business development
partnerships with some of the top web portals to maximize the membership base
and traffic volume.

ITEM 2.  DESCRIPTION OF PROPERTY

     Wall Street Web currently rents office space on a month-to-month basis at
$500 per month, at 71 Irvington Street, Westwood, New Jersey 07675.  We intend
to expand as revenues increase.  We own no properties at present and have no
intent or agreement to acquire any properties.

ITEM 3.  LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against the Company.


                                      -3-

<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders, through the
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

No Market for our Shares

     As of the date of this Form 10-KSB and for the foreseeable future, there
is no public or private market for our shares.  In the event that we are
successful in raising capital through this offering, there will still be only
a limited market (if any at all) for our shares.  Only in the event that we
are successful in making this initial public offering of our common stock do
we anticipate that we will ever have any public market for our securities.  In
the event there is no market for our shares, you could suffer a total loss of
all monies paid to us for your shares.  No assurance can be given that we will
be able to successfully complete this initial public offering of our common
stock and develop and sustain a public market for our common stock.

     The Company may apply for quotation of its securities on the NASDAQ OTC
Bulletin Board stock exchange.  In certain cases the Company may elect to have
its securities initially quoted  in the "pink sheets" published by the
National Quotation Bureau, Inc.

     To have its securities quoted on the OTC Bulletin Board exchange a
company must:

     (1) be a company that reports its current financial information to the
Securities and Exchange Commission, banking regulators or insurance
regulators;

     (2) have at least one market maker who completes and files a Form 211
with NASD Regulation, Inc.

     The OTC Bulletin Board is a dealer-driven quotation service.  Unlike the
Nasdaq Stock Market, companies cannot directly apply to be quoted on the  OTC
Bulletin Board, only market makers can initiate quotes, and quoted companies
do not have to meet any quantitative financial requirements.  Any equity
security of a reporting company not listed on the Nasdaq Stock Market or on a
national securities exchange is eligible.

     In order to qualify for listing on the Nasdaq Small Cap Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years of
$750,000; (ii) a public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization.  For continued listing on the
Nasdaq Small Cap Market, a company must have at least (i) net tangible assets
of $2,000,000 or market capitalization of $35,000,000 or net income for two
of the last three years of $500,000; (ii) a public float of 500,000 shares
with a market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders.

     In general there is greatest liquidity for traded securities on the
Nasdaq Small Cap Market, less on the NASD OTC Bulletin Board, and least
through quotation by the National Quotation Bureau, Inc. on the "pink
sheets".  It is not possible to predict where, if at all, the securities of
the Company will be traded following a business combination.

     During the past three years, the Company has sold securities which were
not registered as follows:

     Wall Street Web issued stock to the following accredited entities as
described below.  All such shares were sold to individuals by the officers and
directors of the Registrant and no underwriters were utilized.

1. On December 14, 1999, 5,000 shares of common stock were issued to Mark J.
Grigoletto for a total offering of $5,000.00 cash.

                                      -4-

<PAGE>
2. On December 15, 1999, 5,000 shares of common stock were issued to James
Barlow, Jr. for a total offering of $5,000.00 cash.

3. On December 20, 1999, 5,000 shares of common stock were issued Philip A.
Basile for a total offering of $5,000.00 cash; and 5,000 shares of stock were
issued to Zita D. Alves for $5,000 cash.

4. On December 22, 1999, 5,000 shares of common stock were issued to Dharmesh
Bhatt for a total offering of $5,000.00 cash; and 5,000 shares of common stock
were issued to Scott Weiss for $5,000.

5. On January 31, 2000, 5,000 shares of common stock were issued to Robert J.
Zuppe for a total offering of $5,000.00 cash.

6. On February 29, 2000, 20,000 shares of common stock were issued to Bernard
Schmitt for a total offering of $10,000 cash.

7. On March 4, 2000, 20,000 shares of common stock were issued to Canyon
Group, LLC for a total offering of $10,000 cash;  and 20,000 shares of common
stock were issued to Larry R. Nelson for a total offering of $10,000 cash.

8. On March 7, 2000, 2,500 shares of common stock were issued to Robert
Giannetto for a total offering of $2,500 cash.

9. On March 9, 2000, 6,500 shares of common stock were issued to Al
Scharchilli, Jr. for a total offering of $6,500 cash.

10. On March 23, 2000, 20,000 shares of common stock were issued to John P.
Daly for a total offering of $10,000 cash.

11. On May 26, 2000, 250,000 shares of common stock were issued to Stephen
Hohener for a total offering of $125,000 cash.;  250,000 shares of common
stock were issued to Michael Gragnani for $125,000 cash;  30,000 shares of
common stock were issued to Odyssey Investments, LLC for services performed
valued at $30,000;  and 10,000 shares of common stock were issued to Sterling
Investment Services, Inc. for services performed valued at $10,000.

12. On January 25, 2001, 5,000 shares of Common Stock and 5,000 Class A
warrants were issued to Walter J. Nagorski for a total offering price of
$10,000 cash.

13. On January 26, 2001, 5,000 shares of Common Stock and 5,000 Class A
warrants were issued to Alex Bentley for a total offering price of $10,000
cash.

14. On January 29, 2001, 5,000 shares of Common Stock and 5,000 Class A
warrants were issued to Chris Overton for a total offering price of $10,000
cash.

15. On April 1, 2001, 12,500 shares of Common Stock  and 30,000 Class A
Warrants were issued to Bear Flag Trust for a total offering price of $25,000
cash.

Shareholders:

     There were approximately 57 record holders of Common Stock as of April
30, 2001, holding a total of 10,691,500 outstanding shares of Common Stock.

Dividends:

     The Company has never declared a cash dividend on its Common Stock and
does not anticipate doing so in the near future.  The future payment of
dividends, if any, on the Common Stock is within the discretion of the board
of directors and will depend on the  Company's earnings, capital requirements,
financial condition, and other relevant factors.

                                      -5-

<PAGE>
Event Subsequent to April 30, 2001 financial statements.
--------------------------------------------------------

16.  On June 14, 2001, 2,500 shares of Common Stock and 5,000 Class A Warrants
were issued to Allen K. Suzuki for a total offering price of $5,000 cash.

17.  On August 28, 2001, 5,000 shares of Common Stock and 10,000 Class A
Warrants were issued to John D. Melillo for a total offering price of $10,000
cash.

18.  On September 1, 2001, 15,000 shares of Common Stock and 35,000 Class A
Warrants were issued to Bear Flag Trust for a total offering price of $15,000
cash.

19.  On September 1, 2001, 5,000 shares of Common Stock and 5,000 Class A
Warrants were issued to Alex Bentley for a total offering price of $10,000
cash.

20.  On September 21, 2001, 10,000 shares of Common Stock and 120,000 Class A
Warrants were issued to Harry Stylianou in return for services valued at
$10,000.

21.  On September 29, 2001, 10,000 shares of Common Stock were issued to
Thomas M. Jones in return for services valued at $10,000.

On December 15, 2001, 100,000 shares of Common Stock and 100,000 Class A
Warrants were issued Ronald A. Folkenflik for a total offering price of
$50,000 cash.
      ________

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion regarding Wall Street Web, Inc. and its business
and operations contains "forward-looking statements".  Such statements consist
of any statement other than a recitation of historical fact and can be
identified by the use of forward-looking terminology such as "may", "expect",
"anticipate", "estimate", or "continue" or the negative thereof or other
variations thereon or comparable terminology.  The reader is cautioned that
all forward-looking statements are necessarily speculative and there are
certain risks and uncertainties that could cause actual events or results to
differ materially from those referred to in such forward-looking statements.

     Overview:

     Wall Street Web, Inc. provides new and unique "rumor" information
covering the day-to-day activities of "Wall Street".  Wall Street Web gathers
and compiles information from contacts at financial institutions and releases
such information to subscribers through its web sites, www.stockrumors.com and
www.brokercall.com, on a timely basis.  The Stockrumors.com web site provides
the investing public with information concerning  rumors moving stocks and the
stock market.  Wall Street Web operates the brokercall.com web site which
allows the investing public to view analyst upgrades on a particular company.
In addition to revenues from subscriptions, we generate revenues from
advertising banners and sponsorships on its web sites.

     Results of operations:

     Revenues are derived from annual, semi-annual, quarterly, and monthly
subscriptions relating to our products on the Stockrumors.com and
Brokercall.com web sites, and from the sale of advertising banners placed on
these sites.

     Results of operations for the year ended April 30, 2001 were impacted by
limitations on resources, primarily financial, which inhibited advertising
activities.   In June of 2001, we sold 2,500 shares of common stock for $2 per
share for Allan Suzuki for $5,000.   From August 2001 through October 2001, we
sold 40,000 shares of common stock for $1.00 per share for $40,000 to
accredited investors pursuant to Regulation D, Rule 504 as set forth below
herein.   In September of 2001, we issued 20,000 shares of common stock for
professional services at $1.00 per share, and 10,000 shares were issued to
each of Tom Jones and Harry Stylianou.

                                      -6-

<PAGE>
     For the fiscal year ended April 30, 2001, Wall Street Web earned gross
revenues of $120,544, compared to gross revenue of $227,765 for the year ended
April 30, 2000.  Revenues for the year ended April 30, 2001 of $120,544
represented a 47% decrease (or $107,221 decrease) over the comparable 2000
period.  This decrease in revenues is the result of a decrease in the number
of subscriptions being sold by Wall Street Web.  As of April 30, 2001, Wall
Street Web had 316 subscribers compared to 919 as of April 30, 2000.   During
2000 and 1999, Wall Street Web charged its subscribers a monthly subscription
rate of $20.  As a result of competitive pricing pressures, in June 2000, Wall
Street Web lowered its monthly subscription rate to $9.95.  The lowering of
the monthly subscription rate has had a negative impact on revenues,
profitability, and cash flow.  Wall Street Web subsequently raised its monthly
subscription rate to $19.00 in February of 2001.

     General and administrative expenses:

General and administrative expenses consist primarily of compensation and
related expenses, occupancy costs, professional fees, and other office
expenses.  The aggregated general and administrative expenses for the year
ended April 30, 2001 was $458,544 and $481,678 for the year ended April 30,
2000.  Of which, respectively, $131,000 and $117,000, respectively, represents
noncash operating expenses attributable to compensation payable to Wall Street
Web's Principal Stockholders that was accrued and subsequently waived.

     Liquidity and Capital Resources:

     As of the six months ended October 31, 2001, Wall Street Web has total
assets of $12,511.  Based upon 10,754,000 shares issued and outstanding, as of
six months ended October 31, 2001, Wall Street Web?s total stockholder?s
deficit was $(141,063).  We had a net loss of $(144,968) for the period ended
October 31, 2001 or approximately $(.01) per common share, compared to the
period ended October 31, 2000 when we had a net loss of $126,479 or $(.01) per
common share.  For the year ended April 30, 2001, we had a net loss for the 12
month period of $338,088 or $(.03) per common share, based upon 10,622,750
shares issued and outstanding.  These losses can be attributed to loss of
revenue from a decrease in subscribers.  Management believes that we will
continue to incur net losses through at least April 30, 2002, and that,
although a portion of Wall Street Web's historical net losses have been
attributable to noncash operating expenses, it will need additional equity or
debt financing to be able to sustain its operations until it can achieve
profitability.

     Management also believes that the commercial success and profitability of
Wall Street Web will depend significantly on its ability to (i) expand the
subscriber base for its current web sites in the United States and abroad;
(ii) launch new web sites in the United States and abroad that will be of
interest to the financial community; (iii) increase web site advertising
revenues derived from current sources and through the development of new
sources; and (iv) expand the range of services offered to subscribers and
other users.

     Historically, we have financed operations principally through loans,
private placements of equity and debt securities, and product sales.  From its
inception through November 30, 2001, we obtained a portion of its financing
through private placements of common stock pursuant to offerings intended to
be exempt from registration under the Securities Act of 1933 (the "Act").
Management anticipates that we will need additional aggregate proceeds from
equity or debt financing of approximately $650,000 to satisfy its cash
requirements during the twelve month period ending April 30, 2002.  In
addition, Management believes that we may need additional financing beyond
this period to fund its operations should we be unable to generate cash flow
from operations.  Wall Street Web will attempt to obtain all or a substantial
portion of such financing through a proposed initial public offering of up to
300,000 units (the "Units"), with each Unit comprised of one share of common
stock and three common stock purchase warrants. The Unit offering price will
be calculated based on a moving average of the closing price of Wall Street
Web's common stock for a specified period prior to the effective date of the
offering. Although Wall Street Web and an investment banking firm have signed
a "Letter of Intent" whereby, subject to the satisfaction of various
conditions, they will enter into an underwriting agreement to underwrite Wall
Street Web's initial public offering of Units on a "best efforts" basis,
management cannot assure that any of the Units will be sold, that if sales of
Units are consummated the proceeds will be sufficient to enable us to continue
to operate as a going concern through at least April 30, 2002, or that there
will be alternative sources of equity or debt financing if the proceeds from
any sales of Units are insufficient.

     We do not believe that our business is subject to seasonal trends or
inflation.  On an ongoing basis, we will attempt to minimize any effect of
inflation on our operating results by controlling operating costs and whenever
possible, seeking to insure that subscription rates reflect increases in costs
due to inflation.

                                      -7-

<PAGE>
ITEM 7.  FINANCIAL STATEMENTS

     Filed herewith, as pages F-1 through F-9, are the audited financial
statements for the year ended April 30, 2001.

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

     The Registrant has changed its certifying accountant from JH Cohn, LLP,
Roseland, New Jersey to Malone & Bailey, PLLC, 5444 Westheimer Rd., #2080,
Houston, Texas 77056 on September 22, 2001.  The report of JH Cohn, LLP, CPA?s
for the past two years has not contained an adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.  The accounting firm of JH Cohn, LLP was terminated but
there have been no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.

     Malone & Bailey, PLLC was not consulted on accounting policies or on any
accounting transaction prior to their engagement.  The change of auditors was
approved by the Board of Directors.

                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; IN
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The Directors and Officers of the Company are as follows:

            Name             Age     Positions and Offices Held
      ----------------      ---     --------------------------------
      Joao Ruela            34      Vice President, Secretary, CEO, Director
      Thomas Melillo        59      President, CFO, Director

     Set forth below are the names of the directors and officers of the
Company, all positions and offices with the Company held, the period during
which each has served as such, and the business experience during at least the
last five years:

Business Experience of Officers and Directors
----------------------------------------------

JOAO (JOHN) A. RUELA, 33 years old - Vice President, CEO and Founder of Wall
Street Web, Inc.  Prior to founding Wall Street Web, Inc.  Mr. Ruela was a
Registered Representative with Westfalia Investments from 1993 to 1997.  Mr.
Ruela attended Bergen College, Paramus, New Jersey,  from 1988-1990 study
business administration and computer science.

THOMAS MELILLO, 59 years old - President, CFO and founder of Wall Street Web,
Inc.  Prior to founding Wall Street Web, Inc., Mr. Mellillo was self employed
in the brokerage industry from 1992 to 1997.  Mr. Mellillo attended Saint
Peters College University, Jersey City, New Jersey, and received a degree in
Business Administration.

ITEM 10.  EXECUTIVE COMPENSATION

     We may elect to award a cash bonus to key employees, directors, officers
and consultants based on meeting individual and corporate planned objectives.
We currently have no written employment agreements with any of our officers,
however, we have agreed to the following annual salaries and stock options for
our executive officers:

Name and Principal Position       Year     Annual Salary     Bonus    Options
---------------------------       ----     -------------     -----    -------

Joao Ruela, CEO               2000            $43,000          0        0
Thomas Melillo, CFO           2000            $13,000          0        0

                                      -8-

<PAGE>
     No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of the date of this Memorandum, the
number and percentage of outstanding shares of company Common Stock owned by
(i) each person known to Wall Street Web to beneficially own more than 5% of
its outstanding Common Stock, (ii) each director, (iii) each named executive
officer, and (iv) all officers and directors as a group.

Name and Address of        Amount of Common Stock   Percentage of Ownership(1)
Beneficial Owners            Beneficially Owned

John A. Ruela                   4,548,000 Shares                  42%
70 Pasadena Avenue
Lodi, New Jersey  07644

Thomas Melillo                  4,865,000 Shares                  45%
2 Johnsvale Road
Park Ridge, New Jersey 07656

All executive officers
as a group                      9,413,000 Shares                  87%


(1)    Based upon 10,969,000 shares of common stock issued and outstanding.

(2)    Beneficial ownership exists when a person has either the power to vote
       or sell our common stock. Unless otherwise indicated, we believe that
       the person named in the table has sole voting and investment power with
       respect to all securities beneficially owned by him. A person is deemed
       to be the beneficial owner of securities that can be acquired by such
       person within 60 days from the date whether upon the exercise of options
       or otherwise.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     As of April 1, 2001, Wall Street Web has issued a total of 10,000,000
shares of common stock to the following persons:

     John Ruela                           5,000,000
     Thomas Melillo                       5,000,000

     During December of 1999, Messrs. Ruela and Melillo, gifted some of their
above-referenced 5,000,000 shares to following friends and family members.  No
compensation was received in return for the shares.


     Tom Melillo Gifted the following shares to the following individuals:


  Elizabeth Zambella                   2,000
  Diane Geradi                         1,000
  Art Price                            1,000
  Carol Mancuo                         1,000
  Barry Price                            500
  Janice Martin                        2,000
  Donna  Enright-Giannome                500
  Mary Monroe                          2,000
  Elisa Sudol                          2,000


                                      -9-

<PAGE>
  Rachel Menna                           500
  Nancy Andreola                         500
  Russ Westrich                        2,000
  Kathy Hogan                            500
  Karen Ladslatta                      2,000
  Robert J Murphy                        500
  Richard Demeter                        500
  William Martin                         500
  Thomas Lauro                         3,000


     John Ruela gifted the following shares to the following individuals

  Joao & Florinda Ruela               55,000
  Albert & MaryLou Heinlein           55,000
  Joseph & Florinda Millet            55,000
  Carolyn Heinlein                    25,000
  Ana-Maria Ruela                     55,000
  Justin Millet                        5,000
  John Heinlein                       25,000
  Jessica Heinlein                     5,000
  Joan Davison                        25,000
  Rania Mironis                       20,000
  Noelle Mironis                       5,000
  Cattherine McQuade                   5,000
  Ryan Millet                          5,000

     During January 2000, the Principal Stockholders transferred a total of
200,000 shares of Wall Street Web's common stock directly to certain financial
consultants and a total of 25,000 shares to employees, Jeff Shelly and Jose
Urquijo as consideration for services the consultants and employees provided
to Wall Street Web.  Wall Street Web recorded compensation expense of $153,000
based on the estimated fair value of the shares transferred.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits.  None.

(b)   Reports on 8-K.  There were no reports on Form 8-K filed by the Company
      during the fiscal year ended April 30, 2001.



                                  SIGNATURES

     Pursuant to the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

NAME                           OFFICE                     DATE
-------------------------    ----------              ----------------

/s/ John Ruela                Director                April 24, 2002

/s/ Thomas Melillo            Director                April 24, 2002


                                      -10-


<PAGE>
                             WALL STREET WEB, INC.

                             FINANCIAL STATEMENTS
                             AS OF APRIL 30, 2001


                             WALL STREET WEB, INC.







                         INDEPENDENT AUDITORS REPORT


To the Board of Directors and Stockholders
   Wall Street Web, Inc.
   Westwood, New Jersey

We have audited the accompanying balance sheet of Wall Street Web, Inc., as of
April 30, 2001, and the related statements of loss, stockholders' deficit, and
cash flows for each of the two years then ended.  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 audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made 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 Wall Street Web, Inc. as of
April 30, 2001, and the results of its operations and its cash flows for each
of the two years then ended in conformity with accounting principles generally
accepted in the United States.


MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

September 27, 2001


                                      F-1

<PAGE>
                              Wall Street Web, Inc.
                                 Balance Sheet
                                 April 30, 2001

     ASSETS

Current Assets
  Cash                                                           $   2,325
  Accounts receivable                                                2,958
                                                                 ---------
     Total Current Assets                                            5,283


Office equipment and furniture, net of $20,313
  accumulated depreciation                                           9,438
                                                                 ---------
     TOTAL ASSETS                                                $  14,721
                                                                 =========


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                               $  72,431
  Deferred revenue                                                   3,385
                                                                 ---------
     Total Current Liabilities                                      75,816
                                                                 ---------
Stockholders' Deficit
  Common stock, $.001 par, 100,000,000 shares authorized,
    10,691,500 shares issued and outstanding                        10,691
  Paid in capital                                                  591,538
  Accumulated deficit                                             (663,324)
                                                                 ---------
     Total Stockholders  Deficit                                  ( 61,095)
                                                                 ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $  14,721
                                                                 =========


                See summary of significant accounting policies
                      and notes to financial statements.

                                      F-2

<PAGE>
                             Wall Street Web, Inc.
                              Statements of Loss
                 For the Years Ended April 30, 2001 and 2000

                                                                  Restated
                                                      2001          2000
                                                   ---------     ---------
Sales                                              $ 120,544     $ 227,765

Cost of sales                                         18,042        24,648
Selling                                               22,433        44,415
General and administrative                           497,879       412,615
Depreciation                                           7,848         6,791
                                                   ---------     ---------
     Total costs of operations                       546,202       488,469
                                                   ---------     ---------

Net loss from operations                            (425,658)     (260,704)

Interest income                                        3,010           373
Interest (expense)                                  (  1,481)     (    792)
Other income                                           6,241         4,762
                                                   ---------     ---------
     Net loss                                      $(417,888)    $(256,361)
                                                   =========     =========

Net loss per common share                              $(.04)        $(.03)

Weighted average common shares outstanding        10,622,750   10,,018,250





                See summary of significant accounting policies
                      and notes to financial statements.

                                      F-3

<PAGE>
<TABLE>
                             Wall Street Web, Inc.
                      Statements of Stockholders' Deficit
                  For the Years Ended April 30, 2001 and 2000
                                  (Restated)
<CAPTION>

                                          Common Stock             Paid In   Accumulated
                                      Shares        Amount        Capital      (Deficit)      Totals
                                    ----------    ----------    ----------    ----------    ----------
<S>                                 <C>           <C>           <C>           <C>           <C>

Balances,
  April 30, 1999                    10,000,000    $  10,000     $   (8,500)   $   10,925    $   12,425

Shares issued for
  - cash, net of expenses              124,000          124         78,305                      78,429
Contribution of shares
  to Company by founding
stockholders                          (225,000)        (225)           225
Contribution to capital
  by founding stockholders
  for services of employees
  and consultants                      225,000           225       152,775                     153,000
Net loss                                                                        (256,361)     (256,361)
                                    ----------    ----------    ----------    ----------    ----------
Balances,
  April 30, 2000                    10,124,000        10,124       222,805      (245,436)     ( 12,507)

Shares issued for
  - cash, net of expenses              567,500           567       288,483                     289,050
Warrants issued for
  - cash                                                               450                         450
  - services                                                        79,800                      79,800
Net loss                                                                        (417,888)     (417,888)
                                    ----------    ----------    ----------    ----------    ----------
Balances,
  April 30, 2001                    10,691,500    $   10,691    $  591,538    $ (663,324)   $ ( 61,095)
                                    ==========    ==========    ==========    ==========    ==========

</TABLE>


                See summary of significant accounting policies
                      and notes to financial statements.

                                      F-4

<PAGE>
                             Wall Street Web, Inc.
                            Statements of Cash Flows
                  For the Years Ended April 30, 2001 and 2000


                                                                    Restated
                                                        2001          2000
                                                     ---------     ---------
CASH FLOWS FROM OPERATIONS
  Net (loss)                                         $(417,888)    $(256,361)
  Adjustments to reconcile net deficit
    to cash provided from operating activities
Depreciation                                             7,848         6,791
Forgiveness of receivables from business
  controlled by stockholders                                           6,879
Common stock issued for services                                     153,000
Warrants issued for services                            79,800
Changes in:
Accounts receivable                                        936         1,421
Accounts payable                                        67,355      (  3,072)
Accrued expenses                                      ( 43,827)       43,827
Deferred revenue                                      ( 27,342)     (    782)
Accrued expenses                                      ( 43,827)       43,827
                                                     ---------     ---------
NET CASH (USED BY) OPERATING ACTIVITIES               (333,118)     ( 48,297)
                                                     ---------     ---------

CASH FLOWS (USED BY) INVESTING ACTIVITIES
  Purchase of office equipment and furniture          (  6,112)     (  4,667)

CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock and warrants                      289,500        78,429
                                                     ---------     ---------
NET INCREASE (DECREASE) IN CASH                       ( 49,730)       25,465

Cash at beginning of period                             52,055        26,590
                                                     ---------     ---------
Cash at end of period                                $   2,325     $  52,055
                                                     =========     =========
Supplemental disclosures:

Interest paid                                        $   1,481     $     792




                See summary of significant accounting policies
                      and notes to financial statements.

                                      F-5

<PAGE>
                             Wall Street Web, Inc.
                        Notes To Financial Statements


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations.  Wall Street Web, Inc. ("Company") operated as a sole
proprietorship under the name Thomas Melillo DBA Stockrumors.com from December
1997 until April 1998 when it was incorporated in New Jersey as Wall Street
Web, Inc..  The Company gathers and compiles information from contacts at
financial institutions and releases such information to subscribers, generally
financial and stock market professionals, through its websites,
www.stockrumors.com and www.brokercall.com on a timely basis.  The Stockrumors
website provides the investing public with information concerning rumors
regarding stocks and stock markets.  The Brokercall website allows the
investing public to view analyst upgrades and downgrades on companies.

Use of estimates.  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

Cash and cash equivalents.  For purposes of the cash flow statement, the
Company considers highly liquid investments with maturities less than 90 days
as cash and cash equivalents.

Revenue recognition. Revenues are generated through the sale of subscriptions,
advertising banners, and sponsorships on the Company's websites.  Subscription
revenues are generally collected in advance on a monthly, quarterly,
semi-annual, or annual basis.  Advertising revenues are generally derived from
agreements that provide for monthly fees and guarantee advertisers a specified
monthly utilization rate for the Company's websites and additional advertising
time if there is a utilization shortfall.  Subscription and advertising
revenues are recognized over their respective periods of the related
subscription and advertising agreements.  Unearned fees, including fees
related to utilization shortfalls, are included in deferred revenue in the
accompanying balance sheet.

Depreciation is currently being provided on the property and equipment used by
the Company using the straight line method over an estimated useful life of
three to seven years for all computers, equipment, and furniture.

Income Taxes.  The Company recognizes deferred tax assets and liabilities
based on differences between the financial reporting and tax basis of assets
and liabilities using the enacted tax rates and laws that are expected to be
in effect when the differences are expected to be recovered.  The Company
provides a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.

Loss per common share is calculated by dividing the net loss by the weighted
average shares outstanding.  There are no dilutive securities.

Restatements of 2000 were made.  See Note 6 for details.

Stock options issued to employees are accounted for by following Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations, and by following the disclosure requirements of
Statement of Financial Accounting Standards No. 123, Accounting for Stock
Based Compensation, which established a fair-value-based method of accounting
for stock-based compensation plans.  Stock options issued to other than


                                      F-6

<PAGE>
employees are accounted for by following Statement of Financial Accounting
Standards No. 123.


NOTE 2 - OFFICE EQUIPMENT & FURNITURE

Office equipment and furniture are summarized by major classifications as
follows:

            Computers                                 $ 3,209
            Office furniture                           26,542
                                                      -------
                                                       29,751
            Less accumulated depreciation             (20,313)
                                                      -------
                                                       $9,438
                                                      =======


NOTE 3 - COMMON STOCK

For the year ended April 30, 1998, the Company sold to the founders 5,000
shares of common stock for $1,500.

For the year ended April 30, 1999, the Company declared a 2,000 for 1 stock
split increasing the number of shares outstanding to 10,000,000 shares.

For the year ended April 30, 2000, the Company founders gifted 362,000 shares
to relatives and 225,000 shares to employees and consultants.  The 225,000
shares gifted to employees and consultants were recorded as a contribution to
capital by the founders, then issued by the Company for $153,000 for services
performed by the employees and consultants.  Also, in fiscal 2000, the Company
sold 44,000 shares for $1 per share and 80,000 shares for $.50 per share to
various investors through private placements for a total value of $84,000.
$5,571 of expenses incurred for the private placements were offset against
additional paid in capital.

For the year ended April 30, 2001, the Company sold 527,500 to various
investors through private placements for $305,000. In addition to the shares
sold, 40,000 shares were issued for costs associated with the private
placements valued at $.50 per share for $20,000, which was offset against
additional paid in capital.  $15,500 of expenses incurred for the private
placements were also offset against additional paid in capital.


NOTE 4 - RENT EXPENSE

The Company rents office space on a month-to-month basis.  Related rent
expense for fiscal 2001 and 2000 was $6,500 and $6,500 respectively.


NOTE 5 - INCOME TAXES

          Deferred tax assets                   $ 146,378
          Less: valuation allowance              (146,378)
                                                ---------
          Net deferred taxes                    $       0
                                                =========


                                      F-7

<PAGE>
The company has net operating losses of $92,436 and $338,088 at April 30, 2000
and 2001 respectively which can each be carried forward 20 years.


NOTE 6 - STOCK WARRANTS

The Company issued 3,376,000 Class A Warrants for the year ended April 30,
2001.  2,666,000 were issued as a dividend, 665,000 were issued for services
performed by outsiders, and 45,000 were issued in connection with the sale of
common stock.

On October 25, 2000, the board of directors declared a dividend consisting of
..25 warrants for each share outstanding as of October 18, 2000. On October 18,
2000, there were 10,664,000 shares of common stock outstanding resulting in a
dividend of 2,666,000 warrants.  Each warrant has a $1 exercise price and
expires three years from the date of issuance.

On October 25, 2000, 665,000 warrants were issued to outside consultants for
services.  Using the Black-Scholes option-pricing model, $79,800 of consulting
expense was recognized for these issuances. Each warrant has a $1 exercise
price and expires three years from the date of issuance.

Between January 2001 and April 2001, 45,000 warrants were issued in connection
with the sale of 27,500 shares of common stock.  A value of $.01 was assigned
to each warrant and credited to additional paid in capital. Each warrant has a
$1 exercise price and expires three years from the date of issuance.

The Company uses FASB Statement 123 to determine compensation expense for
warrants issued to non-employees.  Compensation expense is based on the fair
value at the grant dates for awards under those plans consistent with the
Black-Scholes option-pricing model suggested by FASB Statement 123.  During
the year ended April 30, 2001, warrants issued were valued at $79,800.

Summary information is as follows:

                                             No. of        Exercise
                                            Warrants        Price
                                            ---------      --------
  Year ended April 30, 2001:
       Granted and outstanding              3,376,000         $1.00

Additional disclosures as of April 30, 2001 are:

                                 Warrants       Options        Options
                                 at $1.00       at $1.00       at $5.00
                                 ---------      ---------      ---------
  Number of shares               3,331,000         15,000         30,000
  Remaining life                 30 months      33 months      35 months
  Currently exercisable
  Warrants                       3,331,000         15,000         30,000

Variables used in the Black-Scholes option pricing model include (1) 5.9%
risk-free interest rate, (2) expected option life is the actual remaining life
of the options as of year-end, (3) expected volatility is the actual
historical price fluctuation and (4) zero expected dividends.


                                      F-8

<PAGE>
NOTE 7 - RESTATEMENT OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS

Restatements of the years ended April 30, 1999 and 2000 were made to (a)
expense deferred offering costs associated with an initial public offering
that did not take place, and (b) to reverse the contribution of waived
salaries by Company officers to additional paid in capital.  All prior periods
have been adjusted as follows:

                                  Deferred       Additional
                                  Offering        Paid in      Accumulated
                                    Costs         Capital        Deficit
                                  ---------      ---------      ---------
  Balance at 04/30/00 as
       previously stated          $ 182,060      $ 454,706      $(295,277)
  Write off of deferred
       offering costs              (182,060)                     (182,060)
  Reversal of previously
       waived salaries                            (231,901)       231,901
                                  ---------      ---------      ---------
  Restated balances
       at 04/30/00                $       0      $ 222,805      $(245,436)
                                  =========      =========      =========


NOTE 8 - RELATED PARTY TRANSACTIONS

During fiscal 1999 and 2000, the Company made non-interest bearing loans to a
business controlled by its principal stockholders of $6,879 and $5,963
respectively.  In fiscal 2000, the Company forgave the entire amount of both
loans and reversed the related expense, because these amounts should have been
considered as returns of amounts advanced to the company advanced by the
officers, not as separate business investments of the Company that should be
written off.

There are two officers, each of whom work full time.  They both have
employment agreements which call for a salary of $75,000, $85,000, and $95,000
to each of them for the years ended April 30, 1999, 2000, and 2001
respectively.  Each year both officers have received less than the amount in
the agreements and have elected to forfeit the remaining amounts owed to them
under their agreements.


NOTE 9 - SUBSEQUENT EVENTS

In June 2001, the Company sold 2,500 shares of common stock and 5,000 class A
warrants for $2 per share for total proceeds of $5,000.  From August 2001
through September 22, 2001, the Company sold 25,000 shares of common stock and
50,000 class A warrants for $1 per share for total proceeds of $25,000.  On
September 27, 2001, the Company issued 10,000 shares of common stock and
120,000 class A warrants for professional services valued at $42,400.


                                      F-9