<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended January 31, 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 031791

                              WALL STREET WEB, INC.
 ------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                                     <C>
        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)
</TABLE>

        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (201) 594-0555
                REGISTRANT'S WEB SITE: HTTP://WWW.STOCKRUMORS.COM
--------------------------------------------------------------------------------

        Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

        Number of shares outstanding of Common Stock, as of March 15, 2001, is
10,679,000.



<PAGE>   2

                              WALL STREET WEB, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                      PAGE NO.
                                                                                      --------
<S>                                                                                      <C>
PART I.  FINANCIAL INFORMATION

        Item 1. Financial Statements...................................................    3

                  Condensed Balance Sheet
                  January 31, 2001 (Unaudited).........................................    3

                  Condensed Statements of Operations
                  Nine and Three Months Ended January 31, 2001 and 2000 (Unaudited)....    4

                  Condensed Statement of Changes in Stockholders' Equity
                  Nine Months Ended January 31, 2001 (Unaudited).......................    5

                  Condensed Statements of Cash Flows
                  Nine Months Ended January 31, 2001 and 2000 (Unaudited)..............    6

                  Notes To Condensed Financial Statements..............................    7

        Item 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations....................................   11

PART II.  OTHER INFORMATION

        Item 1. Legal Proceedings......................................................   15

        Item 2. Changes in Securities and Use of Proceeds..............................   15

        Signatures.....................................................................   16
</TABLE>



<PAGE>   3

Item 1.  Financial Statements

                              WALL STREET WEB, INC.

                             CONDENSED BALANCE SHEET
                          JANUARY 31, 2001 (Unaudited)


<TABLE>
<CAPTION>
<S>                                                                       <C>
                                    ASSETS
Current assets:
    Cash and cash equivalents                                             $  47,420
    Accounts receivable                                                       1,637
    Prepaid expenses                                                          8,785
                                                                          ---------
           Total current assets                                              57,842
Equipment, furniture and fixtures, net                                       11,365
                                                                          ---------
           Total                                                          $  69,207
                                                                          =========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                 $  38,061
    Deferred revenues                                                         4,736
                                                                          ---------
           Total liabilities                                                 42,797
                                                                          ---------
Commitments and contingencies
Stockholders' equity:
    Common stock, no par value; stated value $.001 per share;
       100,000,000 shares authorized; 10,679,000 shares issued
        and outstanding                                                      10,679
    Additional paid-in capital                                              778,151
    Accumulated deficit                                                    (762,420)
                                                                          ---------
           Total stockholders' equity                                        26,410
                                                                          ---------
           Total                                                          $  69,207
                                                                          =========
</TABLE>


See Notes to Condensed Financial Statements.



                                        3
<PAGE>   4

                              WALL STREET WEB, INC.

                       CONDENSED STATEMENTS OF OPERATIONS
        NINE AND THREE MONTHS ENDED JANUARY 31, 2001 AND 2000 (Unaudited)


<TABLE>
<CAPTION>
                                                Nine Months                           Three Months
                                             Ended January 31,                      Ended January 31,
                                       -------------------------------       -------------------------------
                                           2001              2000                2001               2000
                                       ------------       ------------       ------------       ------------
<S>                                    <C>                <C>                <C>                <C>
Revenues                               $    101,254       $    161,328       $     23,073       $     42,443
                                       ------------       ------------       ------------       ------------
Operating expenses:
    Cost of revenues                         15,632             18,934              4,860              5,881
    Selling                                  18,169             43,829              2,054              7,875
    General and administrative              534,596            214,061             94,376             90,364
                                       ------------       ------------       ------------       ------------
        Totals                              568,397            276,824            101,290            104,120
                                       ------------       ------------       ------------       ------------
Net loss                               $   (467,143)      $   (115,496)      $    (78,217)      $    (61,677)
                                       ============       ============       ============       ============
Basic loss per common share            $       (.04)      $       (.01)      $       (.01)      $       (.01)
                                       ============       ============       ============       ============
Weighted average number of common
    shares outstanding                   10,615,757         10,004,257         10,666,011         10,012,772
                                       ============       ============       ============       ============
</TABLE>


See Notes to Condensed Financial Statements.



                                        4
<PAGE>   5

                              WALL STREET WEB, INC.

             CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       NINE MONTHS ENDED JANUARY 31, 2001
                                   (Unaudited)


<TABLE>
<CAPTION>



                                              Common Stock             Additional                           Total
                                       --------------------------        Paid-in        Accumulated      Stockholders'
                                         Shares          Amount          Capital          Deficit           Equity
                                       ----------      ----------      ----------       -----------      -------------
<S>                                    <C>             <C>             <C>              <C>              <C>
Balance, May 1, 2000                   10,124,000      $   10,124      $  454,706       $ (295,277)      $  169,553

Proceeds from sale of shares
    at $.50 and $2.00 per share
    through private placements            515,000             515         279,485                           280,000

Effects of issuance of shares in
    exchange for professional
    services related to private
    placements                             40,000              40             (40)

Other expenses related to private
    placements                                                            (15,500)                          (15,500)

Contributions to capital by prin-
    cipal stockholders through
    waiver of accrued salaries                                             59,500                            59,500

Net loss                                                                                  (467,143)        (467,143)
                                       ----------      ----------      ----------       ----------       ----------
Balance, January 31, 2001              10,679,000      $   10,679      $  778,151       $ (762,420)      $   26,410
                                       ==========      ==========      ==========       ==========       ==========
</TABLE>


See Notes to Condensed Financial Statements.



                                        5
<PAGE>   6

                              WALL STREET WEB, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
             NINE MONTHS ENDED JANUARY 31, 2001 AND 2000 (Unaudited)


<TABLE>
<CAPTION>
                                                                2001             2000
                                                              ---------       ---------
<S>                                                           <C>             <C>
Operating activities:
    Net loss                                                  $(467,143)      $(115,496)
    Adjustments to reconcile net loss to net cash
        used in operating activities:
        Noncash operating expenses                               59,500          88,500
        Depreciation                                              5,921           5,007
        Write-off of deferred offering costs                    187,976
        Forgiveness of receivables from stockholders                             12,842
        Changes in operating assets and liabilities:
           Accounts receivable                                    2,257           3,115
           Prepaid expenses                                      (8,785)
           Accounts payable and accrued expenses                (10,842)          4,727
           Deferred revenues                                    (25,991)         (6,862)
                                                              ---------       ---------
               Net cash used in operating activities           (257,107)         (8,167)
                                                              ---------       ---------
Investing activities:
    Purchases of equipment                                       (6,112)         (2,898)
    Advances to stockholders                                                     (5,963)
                                                              ---------       ---------
               Net cash used in investing activities             (6,112)         (8,861)
                                                              ---------       ---------
Financing activities:
    Proceeds from private placements                            264,500         186,428
    Deferred offering costs                                      (5,916)       (150,488)
                                                              ---------       ---------
               Net cash provided by financing activities        258,584          35,940
                                                              ---------       ---------
Net increase (decrease) in cash and cash equivalents             (4,635)         18,912
Cash and cash equivalents, beginning of period                   52,055          26,590
                                                              ---------       ---------
Cash and cash equivalents, end of period                      $  47,420       $  45,502
                                                              =========       =========
</TABLE>


See Notes to Condensed Financial Statements.



                                        6
<PAGE>   7

                              WALL STREET WEB, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1 - Unaudited interim financial statements:

             In the opinion of management, the accompanying unaudited condensed
             financial statements reflect all adjustments, consisting of normal
             recurring accruals, necessary to present fairly the financial
             position of Wall Street Web, Inc. (the "Company") as of January 31,
             2001, its results of operations for the nine and three months ended
             January 31, 2001, its changes in stockholders' equity for the nine
             months ended January 31, 2001 and its cash flows for the nine
             months ended January 31, 2001 and 2000. Certain terms used herein
             are defined in the audited financial statements of the Company as
             of April 30, 2000 (the "Audited Financial Statements") included in
             the Company's Form 10-SB, as amended, (the "10-SB") previously
             filed with the Securities and Exchange Commission (the "SEC").
             Pursuant to rules and regulations of the SEC, certain information
             and disclosures normally included in financial statements prepared
             in accordance with accounting principles generally accepted in the
             United States of America have been condensed or omitted from these
             financial statements unless significant changes have taken place
             since the end of the most recent fiscal year. Accordingly, the
             accompanying unaudited condensed financial statements should be
             read in conjunction with the Audited Financial Statements and the
             other information included in the 10-SB.

             The results of operations for the nine and three months ended
             January 31, 2001 are not necessarily indicative of the results of
             operations for the full year ending April 30, 2001.

Note 2 - Basis of presentation:

             The accompanying condensed financial statements have been prepared
             assuming that the Company will continue as a going concern.
             However, as shown in the accompanying condensed financial
             statements, the Company incurred a net loss of $467,143 in the nine
             months ended January 31, 2001, and it had accumulated a deficit
             from its inception through January 31, 2001 of $762,420. Management
             believes that the Company will continue to incur net losses through
             at least January 31, 2002. Although a substantial portion of the
             Company's historical net losses have been attributable to
             compensation payable to the Company's Principal Stockholders that
             was accrued and subsequently waived and other noncash operating
             expenses (see Note 4 below and Note 8 of the notes to the Audited
             Financial Statements in the 10-SB), it will need additional equity
             or debt financing to be able to sustain its operations until it can
             achieve profitability. These matters raise substantial doubt about
             the Company's ability to continue as a going concern.

             Management also believes that the commercial success and
             profitability of the Company 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.



                                        7
<PAGE>   8

                              WALL STREET WEB, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 2 - Basis of presentation (concluded):

             From its inception through January 31, 2001, the Company 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"). During the nine months
             ended January 31, 2001, the Company received proceeds of $267,500,
             net of related offering costs, from the sale of 515,000 shares of
             common stock at prices ranging from $.50 to $2.00 per share through
             private placements (see Note 4 below). Management anticipates that
             the Company will need additional aggregate proceeds from equity or
             debt financing of approximately $650,000 to satisfy its cash
             requirements from February 1, 2001 through January 31, 2002. The
             Company 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 (see Note
             10 of the notes to the Audited Financial Statements in the 10-SB).
             The offering price for each Unit will be calculated based on a
             moving average of the closing price of the Company's common stock
             for a specified period prior to the date the offering commences.
             However, the Company's common stock was not publicly traded as of
             February 22, 2001 and will not become publicly traded until the
             Company files the appropriate information with the SEC. Although
             the Company and an investment banking firm signed a "Letter of
             Intent" whereby, subject to the satisfaction of various conditions,
             they will enter into an underwriting agreement related to the sale
             of the Units by the underwriter 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 the Company to continue to operate as a going concern
             through at least January 31, 2002 or that there will be alternative
             sources of equity or debt financing if the proceeds from any sales
             of Units are insufficient.

             The accompanying condensed financial statements do not include any
             adjustments related to the recoverability and classification of
             assets or the amounts and classification of liabilities that might
             be necessary should the Company be unable to continue its
             operations as a going concern.



                                        8
<PAGE>   9

                              WALL STREET WEB, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 3 - Income taxes:

             As of January 31, 2001, the Company had net operating loss
             carryforwards of approximately $757,000 available to reduce future
             Federal and state taxable income which will expire from 2019
             through 2021.

             The Company's deferred tax assets and liabilities as of January 31,
             2001 consisted of the effects of temporary differences attributable
             to the following:

<TABLE>
                 <S>                                                 <C>
                 Net operating loss carryforwards                    $302,800
                 Deferred revenues                                      1,900
                 Depreciation                                          (4,500)
                                                                     --------
                                                                      300,200
                 Less valuation allowance                            (300,200)
                                                                     --------
                    Total                                            $     --
                                                                     ========
</TABLE>

             Due to the uncertainties related to, among other things, the extent
             and timing of its future taxable income, the Company offset the
             potential benefits from its net deferred tax assets by an
             equivalent valuation allowance as of January 31, 2001. The Company
             had also offset the potential benefits from net operating loss
             carryforwards by equivalent valuation allowances during the six
             months ended October 31, 2000 and the year ended April 30, 2000.
             Accordingly, although the Company had pre-tax losses for the nine
             and three months ended January 31, 2001 and 2000, it did not
             recognize any credits for income taxes in any of those periods as a
             result of the increases in the valuation allowance of $176,400 and
             $29,300 in the nine and three months ended January 31, 2001,
             respectively, and $44,300 and $25,000 in the nine and three months
             ended January 31, 2000, respectively.

Note 4 - Stockholders' equity:

             During the nine months ended January 31, 2001, the Company sold a
             total of 515,000 shares of common stock through private placements
             intended to be exempt from registration under the Act and received
             aggregate gross proceeds of $280,000, of which $250,000 was
             attributable to the sale of 500,000 shares of common stock at $.50
             per share and $30,000 was attributable to the sale of 15,000 shares
             of common stock at $2.00 per share. The Company made payments
             aggregating $15,500 for offering costs in connection with the
             private placements which were charged to additional paid-in
             capital. It also issued 40,000 shares of common stock to a
             financial consultant that assisted the Company in finding investors
             and provided other financial advisory services in connection with
             the sale of the shares. Those shares had an approximate fair value
             of $20,000 based on the price of $.50 per share at which the shares
             were sold in the related private placement. The accompanying
             condensed statement of stockholders' equity for the nine months
             ended January 31, 2001 only reflects a transfer of $40 from
             additional paid-in capital to common stock to record the par value
             of the shares issued; the balance of $19,960 that was charged to
             additional paid-in capital to record the offering costs was offset
             by the credit to additional paid-in capital attributable to the
             issuance of the shares.



                                        9
<PAGE>   10

                              WALL STREET WEB, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 4 - Stockholders' equity (concluded):

             During the nine months ended January 31, 2001, the Company's
             Principal Stockholders agreed to make contributions to the
             Company's capital by waiving the Company's obligation to pay them
             accrued compensation aggregating $23,500. The Company accounted for
             the waivers by recording reductions in the related accrued
             liabilities and increasing additional paid-in capital. These were
             noncash transactions and, accordingly, they are not reflected in
             the accompanying condensed statements of cash flows.

Note 5 - Write-off of deferred offering costs:

             As of April 30, 2000, the Company had deferred costs related to its
             proposed initial public offering totaling $182,060 (see Notes 2 and
             8 of the notes to the Audited Financial Statements in the 10-SB).
             The Company incurred additional costs during the three months ended
             July 31, 2000. Based on the decline in the market prices of equity
             securities in general and Internet technology stocks in particular
             during the period from April 2000 through November 2000, management
             determined that it was no longer probable that the Company would be
             able to obtain benefits from the deferred offering costs.
             Accordingly, deferred offering costs totaling $187,976 were written
             off during the three months ended July 31, 2000.


                                      * * *



                                       10
<PAGE>   11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
        OR PLAN OF OPERATIONS

This report on Form 10-QSB contains forward-looking statements regarding Wall
Street Web, Inc. and its business and operations within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Company intends that such forward-looking statements be subject to
the safe harbors created thereby. 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. This report should be read in conjunction with
the Company's amended report on Form 10-SB filed with the Securities and
Exchange Commission on December 15, 2000.


Overview:

Wall Street Web, Inc. (the "Company") provides new and unique "rumor"
information covering the day-to-day activities of "Wall Street". The Company
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. The Brokercall.com web
site allows the investing public to view analyst upgrades on a particular
company. In addition to revenues from subscriptions, the Company generates
revenues from advertising banners and sponsorships on its web sites.

Results of operations:

Results of operations for the nine and three months ended January 31, 2001 were
impacted by limitations on resources, primarily financial, which inhibited
advertising activities. In particular, the Company was in negotiations to raise
additional capital from approximately May 2000 through January 2001. During the
nine and three months ended January 31, 2001, the Company raised $264,500 and
$27,000, respectively, net of expenses through private placements.

Revenues:

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.
Advertising revenues changed from $24,000 and $0 in the nine and three months
ended January 31, 2000, respectively, to $4,000 and $1,000 for the



                                       11
<PAGE>   12

nine and three months ended January 31, 2001, respectively. Subscription
revenues decreased from $137,000 and $42,000 in the nine and three months ended
January 31, 2000, respectively, to $97,000 and $22,000 for the nine and three
months ended January 31, 2001, respectively. As of January 31, 2001, the Company
had 522 subscribers.

The decrease in revenues is attributable to the decrease in the number of
subscribers which declined from 1,135 as of January 31, 2000 to 522 as of
January 31, 2001. Additionally, through May 2000, the Company charged its
subscribers a monthly subscription rate of $20. As a result of competitive
pricing pressures, in June 2000, the Company 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.

Cost of revenues:

Cost of revenues includes the cost of transmitting information over the
telephone and fax lines, on-line service charges for our web sites, and costs in
connection with the maintenance of the web sites. Cost of revenues decreased
from $19,000 and $6,000 in the nine and three months ended January 31, 2000,
respectively, to $16,000 and $5,000 in the nine and three months ended January
31, 2001, respectively. This decrease is in direct proportion with the decrease
in subscribers, thus less frequent on-line service charges during the nine and
three months ended January 31, 2001.

Selling expenses:

Selling expenses consist of commissions, and advertising and other promotional
expenses. Selling expenses decreased from $44,000 and $8,000 in the nine and
three months ended January 31, 2000, respectively, to $18,000 and $2,000 in the
nine and three months ended January 31, 2001, respectively. This decrease is
attributable to less advertising efforts made by the Company in response to
market conditions in the nine and three months ended January 31, 2001.

General and administrative expenses:

General and administrative expenses consist primarily of compensation and
related expenses, occupancy costs, professional fees, and other office expenses.
General and administrative expenses aggregated $535,000 and $94,000 for the nine
and three months ended January 31, 2001, respectively, and $214,000 and $90,000
for the nine and three months ended January 31, 2000, respectively. Such amounts
include $59,500 and $18,500 in the nine and three months ended January 31, 2001,
and $88,500 and $27,400 in the nine and three months ended January 31, 2000
respectively, of non-cash operating expenses attributable to compensation
payable to the Company's Principal Stockholders that was accrued and
subsequently waived. The increase of approximately $321,000 and $4,000 for the
nine and three months ended January 31, 2001, respectively, is primarily
attributable to the following:



                                       12
<PAGE>   13

(i)     Professional fees increased from $3,000 and $2,000 for the nine and
        three months ended January 31, 2000, respectively, to $105,000 and
        $13,000 in the nine and three months ended January 31, 2001,
        respectively. This increase results from legal and accounting fees
        incurred in connection with various filings with the Securities and
        Exchange Commission.

(ii)    Payroll and payroll related expenses changed from $169,000 and $64,000
        for the nine and three months ended January 31, 2000, respectively, to
        $200,000 and $63,000, in the nine and three months ended January 31,
        2001, respectively. $12,000 and $4,000 of the increase for the nine and
        three months ended January 31, 2001, respectively, is attributable to an
        increase in officers' salaries. The remaining increase in payroll
        expense results from the hiring of additional staff needed in order to
        properly support the expansion of the business.

(iii)   The remainder of the increase is attributable to the write-off of
        deferred offering costs of approximately $188,000 as it was determined
        that it was no longer probable that the Company would be able to obtain
        benefits from these costs.

LIQUIDITY AND CAPITAL RESOURCES

As indicated in the accompanying unaudited condensed financial statements as of
and for the nine and three months ended January 31, 2001, the Company incurred
net losses of $467,143 and $78,217, respectively, and it had accumulated a
deficit from its inception through January 31, 2001 of $762,420. Management
believes that the Company will continue to incur net losses through at least
January 31, 2002 and that, although a substantial portion of the Company'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 the
Company 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.

From its inception through January 31, 2001, the Company 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 the Company will need additional aggregate
proceeds from equity or debt financing of approximately $650,000 to satisfy its



                                       13
<PAGE>   14

cash requirements during the twelve-month period ending January 31, 2002. In
addition, management believes that the Company may need additional financing
beyond this period to fund its operations should the Company be unable to
generate cash flow from operations. The Company 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 the
Company's common stock for a specified period prior to the effective date of the
offering. Although the Company 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 the Company'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 the Company to continue to
operate as a going concern through at least January 31, 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.



                                       14
<PAGE>   15

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        The following discussion contains forward-looking statements within the
meaning of the federal securities laws. These statements relate to the Company's
legal proceedings described below. Litigation is inherently uncertain and may
result in adverse rulings or decisions. Additionally, the Company may enter into
settlements or be subject to judgments that may, individually or in the
aggregate, have a material adverse effect on the Company's consolidated
financial position, results of operations or liquidity. In addition, the costs
of defending such litigation, individually or in the aggregate, may be material,
regardless of the outcome. Accordingly, actual results could differ materially
from those projected in the forward-looking statements. The Company is not aware
of any litigation, either pending or threatened, against the Company, its
officers, directors or shareholders. The Company has not received any claims and
is not a party to any suits or other judicial or necessary proceedings in
regards to its business.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        (a) RECENT SALES

        The Company had the following stock issuances as described below. All
such shares were sold to individuals by the Registrant and no underwriters were
utilized.

               1. On January 25, 2001, 5,000 shares of common stock were issued
for a total offering price of $10,000.00 cash.

               2. On January 26, 2001, 5,000 shares of common stock were issued
for a total offering price of $10,000.00 cash.

               3. On January 29, 2001, 5,000 shares of common stock were issued
for a total offering price of $10,000.00 cash.

        (b) EXEMPTIONS FROM REGISTRATION: With respect to the issuance of the
15,000 shares listed in Item 4 (a) 1 through 3, such issuances were made in
reliance on the private placement exemptions provided by Section 4 (2) of the
Securities Act of 1933 as amended, (the "Act"), SEC Regulation D and Rule 504 of
the Act.

In each instance, each of the share purchasers had access to sufficient
information regarding the Registrant so as to make an informed investment
decision. More specifically, each purchaser signed a written Subscription
Agreement with respect to their financial status and investment sophistication
wherein they warranted and represented, among other things, the following:

        (a) That they had the ability to bear the economic risks of investing in
            the shares of the Registrant.

        (b) That they had sufficient knowledge in financial, business or
            investment matters to evaluate the merits and risks of the
            investment.

        (c) That they had a certain net worth sufficient to meet the suitability
            standards of the Registrant.

        (d) That the Registrant has made available to them, their counsel and
            their advisors, the opportunity to ask questions and that they have
            been given access to any information, documents, financial
            statements, books and records relative to the Registrant and an
            investment in the shares of the Registrant.

        The proceeds of the sales of these shares of common stock were applied
to the working capital of the Registrant.



                                       15
<PAGE>   16

        In Accordance with Section 12 of the Securities and Exchange Act of
1934, the Registrant, caused this Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  March 15, 2001                          WALL STREET WEB, INC.
                                                      Registrant



                                                      /s/ JOHN RUELA
                                                      -------------------------
                                                      John Ruela,
                                                      Chief Executive Officer



                                       16