SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-QSB


(MARK ONE)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the quarterly period ended March 31, 2002.

[ ]  Transition Report Pursuant to Section 13 OR 15(d) of the Exchange Act
     For the transition period from ________ to _________

                        COMMISSION FILE NUMBER 000-29499

                       WALL STREET STRATEGIES CORPORATION
        (Exact name of Small Business Issuer as Specified in its Charter)

             NEVADA                                             13-4100704
  (State or Other Jurisdiction                                 (IRS Employer
of Incorporation or Organization)                           Identification No.)

                       80 Broad Street, New York, NY 10004
                    (Address of Principal Executive Offices)

                                 (212) 514-9500
               Registrant's Telephone Number, Including Area Code

     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 II of this Form 10-QSB
or any amendment to this Form 10-KSB. [X]

         Securities registered under Section 12 (g) of the Exchange Act:

     Check whether the issuer (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 ___

                     Common Stock, par value $.001 per Share
                     ---------------------------------------
                                (Title of Class)


     As of May 15, 2002, the registrant had 18,447,549 shares of Common Stock,
outstanding.

            Transitional Small Business Disclosure Format (check one)

Yes ___  No [X]

                WALL STREET STRATEGIES CORPORATION AND SUBSIDIARY
<PAGE>


                          FORM 10-QSB - March 31, 2002

         Index                                                             Page
                                                                          Number

PART I   FINANCIAL INFORMATION

Item 1   Financial Statements

         Condensed Consolidated Balance Sheets at March 31, 2002               3
         and December 31, 2001 (unaudited at March 31, 2002)

         Condensed Consolidated Statements of Operations for the               4
         three months  ended March 31, 2002 and March 31, 2001
         (unaudited)

         Condensed Consolidated Statement of Shareholders' Deficit             5
         for the three months ended March 31, 2002 (unaudited)

         Condensed Consolidated Statements of Cash Flows for the               6
         three months ended March 31, 2002 and March 31, 2001
         (unaudited)

         Notes to Condensed Consolidated Financial Statements                  7
         (unaudited)

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

PART II  OTHER INFORMATION

Item 1   Legal Proceedings                                                    16
Item 2   Changes in Securities and Use of Proceeds                            16
Item 3   Defaults Upon Senior Securities                                      16
Item 4   Submission of Matters to a Vote of Security Holders                  16
Item 5   Other Information                                                    16
Item 6   Exhibits and Reports on Form 8 - K                                   16

                                       2
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10-QSB - MARCH 31, 2002

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                  (Unaudited)
                                                    March 31,      December 31,
                                                      2002             2001
                                                  ------------     ------------
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                       $     37,877     $     89,614
  Accounts receivable                                   52,763           10,838
  Deferred commission expense                          268,638          272,881
  Marketable Securites, available
    for sale, at market value                               --               --
  Other current assets                                  43,028           31,833
                                                  ------------     ------------

  Total current assets                                 402,306          405,166

Property and equipment, net                            837,167          920,473
Security deposits                                      270,592          270,592
                                                  ------------     ------------

                                                  $  1,510,065     $  1,596,231
                                                  ============     ============

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses           $  2,196,616     $  2,247,766
  Accrued compensation                                 506,342          516,680
  Capitalized lease obligations                        464,313          464,313
  Deferred subscription income                         767,538          779,660
  Investor Loan Payable                                 50,000           50,000
  Shareholder loan payable                              69,354           79,854
                                                  ------------     ------------

  Total current liabilities                          4,054,163        4,138,273
                                                  ------------     ------------

COMMITMENTS AND CONTINGENCIES

Redeemable series A convertible preferred
  stock- 8% cumulative, $.001 par value;
  5,000,000 shares authorized; 9.24 shares
  issued and outstanding, stated at                  1,045,053        1,026,826
                                                  ------------     ------------

SHAREHOLDERS'  DEFICIT
  Common stock, $.001 par value;
  50,000,000 shares authorized;
  18,447,549 shares issued and outstanding              18,448           18,448
  Additional paid-in capital                        13,770,226       13,788,453
  Accumulated deficit                              (17,377,825)     (17,173,397)
  Unearned compensation                                     --         (202,372)
                                                  ------------     ------------

  Total shareholders' deficit                       (3,589,151)      (3,568,868)
                                                  ------------     ------------

                                                  $  1,510,065     $  1,596,231
                                                  ============     ============

The accompanying notes are an integral part of these
condensed consolidated financial statements.

                                                                               3
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10-QSB - MARCH 31, 2002

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        Three months ended
                                                             March 31,
                                                    ---------------------------

                                                        2002            2001
                                                    -----------     -----------
REVENUE
  Subscription income                               $   693,341     $   698,943
  Interest and dividends                                     --           4,099
                                                    -----------     -----------
                                                        693,341         703,042
                                                    -----------     -----------
COSTS AND EXPENSES
  Salaries and commissions                              577,235         873,163
  Other operating expenses                              103,259         277,535
  Consulting fees                                        22,885          28,110
  Payroll taxes and employee benefits                    36,412          74,904
  Professional fees                                      29,830          61,116
  Depreciation and amortization                          83,306         151,313
  Rent and occupancy                                     73,847          75,040
                                                    -----------     -----------
                                                        926,774       1,541,181
                                                    -----------     -----------

LOSS BEFORE OTHER INCOME                               (233,433)       (838,139)

Income from settlement of liabilities                    29,005              --
                                                    -----------     -----------

NET LOSS                                            $  (204,428)    $  (838,139)
                                                    ===========     ===========

Basic and diluted net loss per share                $     (0.01)    $     (0.05)
                                                    ===========     ===========

Weighted average common shares
  outstanding                                        18,411,438      18,057,187
                                                    ===========     ===========

The accompanying notes are an integral part of these
condensed consolidated financial statements.

                                                                               4
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                         FORM 10 - QSB - MARCH 31, 2002

            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

                        THREE MONTHS ENDED MARCH 31, 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                              Common stock         Additional                                            Total
                                       ------------------------      paid-in        Accumulated        Unearned       shareholders'
                                         Shares         Amount       capital          deficit        compensation       deficit
                                       ----------      --------    ------------     ------------     ------------     -----------
<S>                                    <C>             <C>         <C>              <C>              <C>              <C>
BALANCE, JANUARY 1, 2002               18,447,549      $ 18,448    $ 13,788,453     $(17,173,397)    $   (202,372)    $(3,568,868)

 Amortization of stock compensation            --            --              --               --          202,372         202,372

 Preferred stock dividend                      --            --         (18,227)              --               --         (18,227)

 Net loss, three months
   ended March 31, 2002                        --            --              --         (204,428)              --        (204,428)
                                       ----------      --------    ------------     ------------     ------------     -----------

 BALANCE, MARCH 31, 2002               18,447,549      $ 18,448    $ 13,770,226     $(17,377,825)    $         --     $(3,589,151)
                                       ==========      ========    ============     ============     ============     ===========
</TABLE>

The accompanying notes are an integral part of these
condensed consolidated financial statements.

                                                                               5
<PAGE>


                            WALL STREET STRATEGIES CORPORATION
                                      AND SUBSIDIARY

                               FORM 10-QSB - MARCH 31, 2002

                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)


                                                           Three months ended
                                                               March 31,
                                                         ----------------------

                                                           2002          2001
                                                         --------     ---------
INCREASE (DECEASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES

  NET LOSS                                               $(204,428)   $(838,139)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED IN OPERATING ACTIVITIES
    Depreciation and amortization                          83,306       151,313
    Stock compensation                                    202,372       398,534

  CHANGES IN OPERATING ASSETS AND LIABILITIES
    Accounts receivable                                   (41,925)       18,570
    Deferred commission expense                             4,243        43,072
    Other current assets                                  (11,195)       63,188
    Accounts payable and accrued expenses                 (51,150)      280,021
    Accrued compensation                                  (10,338)      (52,548)
    Deferred subscription income                          (12,122)     (123,061)
                                                         --------     ---------

       Net cash used in operating activities              (41,237)      (59,050)
                                                         --------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Re-purchase of stock issued to employees                     --          (102)
  Repayment of capitalized lease obligations                   --       (22,987)
  Repayment of shareholder loan payable                   (10,500)           --
                                                         --------     ---------

       Net cash used in financing activities              (10,500)      (23,089)
                                                         --------     ---------

NET DECREASE  IN CASH AND CASH EQUIVALENTS                (51,737)      (82,139)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             89,614        82,139
                                                         --------     ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                 $ 37,877     $      --
                                                         ========     =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
       Interest paid                                     $     --     $  13,348
                                                         ========     =========


The accompanying notes are an integral part of these
condensed consolidated financial statements.

                                                                               6
<PAGE>

1        BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance with accounting  principles  generally
         accepted  in  the  United  States  of  America  applicable  to  interim
         financial  statements.  Accordingly,  they  do not  include  all of the
         information  and  notes  required  for  a  complete  set  of  financial
         statements.  In the  opinion of the  management,  all  adjustments  and
         reclassifications  considered  necessary  for  a  fair  and  comparable
         presentation  have been included and are of a normal recurring  nature.
         Operating  results  for the three  months  ended March 31, 2002 are not
         necessarily indicative of the results that may be expected for the year
         ending  December  31,  2002.  These  condensed  consolidated  financial
         statements  should be read in  conjunction  with the  December 31, 2001
         consolidated  financial  statements  and notes thereto  included in the
         Company's   Form  10-KSB  filed  with  the   Securities   and  Exchange
         Commission.  The accounting  policies used in the  preparation of these
         condensed  consolidated  financial statements are consistent with those
         described in the December 31, 2001 consolidated financial statements.

2        THE COMPANY

         ORGANIZATION

         Wall Street Strategies Corporation ("WSSC"), formerly Vacation Emporium
         Corporation,  was originally formed as a Nevada corporation on April 2,
         1999,  and is the surviving  entity in a merger with its then corporate
         parent,   The  Vacation  Emporium   International,   Inc.,  a  Colorado
         corporation  formed  under the name Rising Sun Capital  Ltd. on May 12,
         1988.

         Effective  September  23, 1999,  WSSC  acquired all of the  outstanding
         common  stock of Wall  Street  Strategies,  Inc.  ("WSSI"),  a Delaware
         corporation,  pursuant to an Agreement and Plan of Share  Exchange (the
         "Exchange Agreement") dated July 30, 1999.

         Under  the terms of the  Exchange  Agreement,  WSSC  issued to the sole
         shareholder  of  WSSI,  9,455,898  shares  of  WSSC's  common  stock in
         exchange  for all of the issued and  outstanding  common stock of WSSI.
         This  issuance  represented  approximately  53.84%  of the  post-merger
         issued and outstanding  common stock of WSSC. For accounting  purposes,
         this transaction has been treated as an acquisition of WSSC by WSSI and
         as a re-capitalization of WSSI. WSSC, prior to the acquisition,  was an
         inactive shell company.

         BUSINESS

         WSSC,  through its wholly owned  subsidiary,  WSSI  (collectively,  the
         "Company"),   provides   investment  research  and  related  investment
         services for  individual  and  institutional  investors  and  financial
         professionals.  WSSI, which was founded in 1991,  delivers its products
         and services,  including  financial and market  information,  analysis,
         advice  and  commentary,  to  subscribers  through a  variety  of media
         including telephone, facsimile, e-mail, audio recordings,  newsletters,
         the internet and traditional mail.

3        GOING CONCERN

         The accompanying  condensed consolidated financial statements have been
         prepared  assuming the Company will  continue as a going  concern.  The
         Company  has  incurred  significant  losses  from  operations  and  has
         generated  insufficient  operating  revenue  to fund its  expenses.  In
         addition,  at  March  31,  2002,  the  Company  had a  working  capital
         deficiency of  approximately  $3,652,000.  The Company is delinquent on
         most of its trade payables and has defaulted on its  capitalized  lease
         obligations.  The  delinquencies  with  vendors  and the default on the
         capitalized  lease  obligations  have  prompted  several  creditors  to
         threaten legal collection  action or in some cases file a complaint and
         summons for amounts due on trade credit extended to the Company.  These
         factors,  among  others,  raise  substantial  doubt about the Company's
         ability to continue as a going  concern.  The ability of the Company to
         continue as a going concern is contingent upon it obtaining  additional
         debt and/or equity capital  financing and increasing its revenues.  The
         accompanying  financial  statements do not include any adjustments that
         might result from the outcome of this uncertainty.

                                       7
<PAGE>


         On September 17, 2001, the Company received a non-interest bearing loan
         for $50,000 from a potential investor. The terms and conditions of this
         loan  have not been  finalized.  The  Company  recorded  this as a loan
         payable in the consolidated balance sheet.

         On April 5,  2002,  the  Company  received  a loan for  $80,000  from a
         potential  investor with the proceeds to be used  primarily for working
         capital  purposes (Note 7). The Company is continuing  discussions with
         this potential  investor.  No assurances can be made however,  that any
         additional financing will result from these discussions.

         On March 25, 2002,  the Company  filed an  application  with the Empire
         State Development (ESD) for the WTC Business Recovery Grant Program for
         the loss of revenues due to the September 11, 2001,  World Trade Center
         Disaster. On April 30, 2002, the Company received a $109,575 grant from
         this program and recorded it as income as of that date.

         The Company is currently exploring additional  financing  alternatives.
         The lack of an immediate  capital  infusion  could cause the Company to
         exhaust all of its remaining capital reserves and would have a material
         adverse effect on the Company's  business and results of operations and
         its ability to continue as a going concern.

         Management  anticipates that any equity financing or interim  financing
         would result in  substantial  dilution to the holders of the  Company's
         common  stock.  The  Company  could  also  seek  capital  through  debt
         financing.  In any event,  there can be no  assurance  that  additional
         financing will be available on terms and  conditions  acceptable to the
         Company, if available at all. If such financing cannot be obtained, the
         Company would be required to reduce or postpone expenditures and may be
         forced to curtail  certain or all operations.  Furthermore,  continuing
         downturns in the U.S. equity markets could continue to adversely affect
         the Company's  revenues and  potentially  create  additional  operating
         losses. The Company's primary business and revenues are concentrated in
         the  investor  services  industry,  and as such  are  susceptible  to a
         reduction in broker services, individual investing and online trading.

4        CAPITALIZED LEASE OBLIGATIONS

         During the year ended December 31, 2000, the Company financed a portion
         of its computer equipment  purchases in the form of capitalized leases.
         Each  lease  is three  years in  duration,  bearing  interest  at rates
         ranging between 11% and 13% per annum.

         Interest expense under the capitalized lease obligations was $8,146 and
         $13,348  for  the  three   months   ended  March  31,  2002  and  2001,
         respectively.

         The  company  is  currently  in  default  of  its   capitalized   lease
         obligations  and  accordingly,  all amounts due have been classified as
         current in the accompanying condensed consolidated balance sheet.

5        COMMITMENTS AND CONTINGENCIES

         LEASES

         On  November  23,  1999,  the  Company  entered  into a ten-year  lease
         agreement for office space located in New York City. In accordance with
         the terms of the lease agreement, the Company issued a letter of credit
         to the  Landlord in the  approximate  amount of $270,592  for which the
         Company  was  required to maintain a cash  deposit as  collateral  in a
         separate interest bearing account.

                                       8
<PAGE>


         On April 18,  2001,  as a result of the  Company's  default on its rent
         obligation,  the  Landlord  drew  down  the  letter  of  credit  and is
         currently in possession of $270,592,  which is being held as a security
         deposit.  During the first quarter of 2001, the Landlord filed a notice
         of non-payment  petition (the "Petition") seeking eviction,  naming the
         Company as the  defendant  and relating to the default on the lease for
         the  Company's  premises.  The  landlord  requested  a  final  judgment
         awarding  possession  of the  Company's  premises to the  Landlord.  In
         addition,  the  Petition  sought a judgment  for  $174,213  for rent in
         arrears, interest, attorney fees, and related other trial costs.

         On August 8, 2001, the Company  reached a settlement  with the Landlord
         and  the  execution  of the  warrant  of  eviction  was  stayed  on the
         condition that the Company pay $73,678  simultaneous with the execution
         of the  agreement  and by the tenth day of each month the  Company  pay
         current  rent,  utilities and taxes plus $10,000 in past due rent until
         all the arrears are paid in full. Upon full payment of all amounts due,
         the  Landlord  will return the  $270,592  from the  original  Letter of
         Credit  that was drawn and being  held as a security  deposit,  and the
         Company  will   re-issue  a  Letter  of  Credit  in  the  same  amount.
         Furthermore,  the  Company  agreed  that  in the  event  of any  future
         default,  the warrant of  eviction  would  execute  without any further
         notice from the Landlord.

         As of March 31,  2002,  the Company owed $40,535 in past due rent under
         the terms of this agreement.

         LEGAL PROCEEDINGS

         ZIA PROPERTIES

         In December 2000,  Zia  Properties  initiated an action in the District
         Court of El Paso County, Colorado against Vacation Emporium Corporation
         (as survivor of a merger with Vacation  Emporium  International,  Inc.)
         and Vacation Emporium Marketing Inc., ("the Defendants") for failure to
         pay certain amounts due under a March 5, 1999 lease  agreement  between
         Zia Properties  and Vacation  Emporium  International,  Inc. The amount
         claimed by Zia Properties in this action is approximately $104,000.

         Based on the representations and discussions between the Company (which
         was  formerly  known as Vacation  Emporium  Corporation)  and  Vacation
         Emporium  Marketing Inc., the Company  believes that Vacation  Emporium
         Marketing  Inc. is solely  responsible  for any and all amounts owed to
         Zia Properties under the lease agreement.  Vacation Emporium  Marketing
         Inc., is currently  attempting to reach a settlement of Zia Properties'
         claim  against all of the  defendants.  It is  uncertain  whether  this
         settlement effort will be successful.

         The Company has engaged  local  counsel to represent  its  interests in
         this  litigation and has received a judgment  against the principals of
         Vacation Emporium Marketing for an amount to be determined based on any
         judgment  brought  against the  Company.  A trial date has been set for
         September  3, 2002,  unless a settlement  can be reached  prior to this
         date.

         Zia Properties  subsequently  filed a Motion for Summary  Judgment (the
         "Motion")  on December 5, 2001.  The Company has filed for a Motion for
         Extension of Time to require Zia Properties to answer  discovery before
         the Company is required to respond to the Motion.  Zia  Properties  has
         since responded. On April 23, 2002, the Company filed a response to the
         Motion.

         As of March 31,  2002,  the  Company  has accrued for amounts due under
         this claim.

         AMERICAN EXPRESS TRAVEL RELATED SERVICES

         American  Express Travel  Related  Services  Company,  Inc. has filed a
         summons and complaint for delinquencies in the amount of $259,933, plus
         $38,990  in  legal  fees,  relating  to  amounts  due on the  Company's
         corporate credit card account.  The Chief Executive  Officer,  a former
         employee,  and the  Company  have been  named as  defendants.  American
         Express is seeking a judgment  against  the  defendants  for  corporate
         credit card breach of  contract in the sum of  approximately  $299,000.
         The Company has filed a response and is contesting  certain elements of
         the summons

                                       9
<PAGE>


         and complaint. On March 28, 2002, the Company paid $5,000, as part of a
         stipulation to allow time to gather  additional  information and to try
         and reach a settlement.  Currently,  a trial date has been set for June
         2002,  however,  the Company is attempting  to reach a settlement  with
         American Express.

         As of March 31, 2002,  the Company has accrued  approximately  $250,000
         related to the summons and complaint with American Express.

         STEVENS COMMUNICATIONS

         Stevens  Communications,  Inc. ("Stevens") filed a summons and verified
         complaint  on November 7, 2001,  stating that the Company was in breach
         of their Sales  Agreement  for failing to make payments of $166,141 for
         hardware,  software  and  professional  services  when  due.  The Sales
         Agreement is for the purchase of the Company's CTI/telephone equipment.

         While the Company was in  discussions  to resolve this matter,  Stevens
         received a judgment  on February  22,  2002 in the amount of  $166,141,
         plus attorney's fees of $1,641. The Company is currently  attempting to
         settle  this  matter.  No  assurances  can  be  made  as to  the  final
         settlement.

         As of March 31, 2002, the Company has accrued  $166,141 related to this
         judgment.

         PENDING CREDITORS' CLAIMS

         The  company  is  delinquent  on most  of its  trade  payables  and has
         defaulted on its capitalized lease obligations.  The delinquencies with
         vendors  and the  default  on the  capitalized  lease  obligations  has
         prompted several  creditors to threaten legal  collection  action or in
         some cases file a complaint and summons for amounts due on trade credit
         extended to the Company.

         The actions taken by creditors  including  the secured  creditor on the
         capitalized lease obligations and the landlord,  will force the Company
         to incur legal expenses and devote  substantial  resources to defending
         these  actions.  Without  additional  financing  the Company  lacks the
         capital  that would be necessary to properly  defend these  claims.  In
         addition,  the creditors  provide vital  services and equipment that if
         discontinued,  would cause  there to be  disruptions  in the  Company's
         ordinary course of business and severely limit the Company's ability to
         conduct normal business operations going forward.

6        REDEEMABLE PREFERRED STOCK

         On  August  18,  2000,  the  Company  sold 10  shares  of its  Series A
         Convertible  Preferred Stock and a warrant exercisable over a five-year
         period,  to purchase 80,000 shares of the Company's  common stock at an
         exercise  price of $3.00 per  share,  for  aggregate  consideration  of
         $1,000,000. The Company realized net proceeds of $995,000 after payment
         of certain  expenses for the investor,  but before expenses  related to
         the preparation of the Registration  Statement as discussed below. Each
         share of Series A Convertible Preferred Stock (i) has a stated value of
         $100,000,  (ii) is  entitled  to receive a dividend  equal to 8% of the
         stated  value on a  cumulative  basis  payable in cash or shares of the
         Company's  common  stock  at the  option  of the  purchaser,  (iii)  is
         convertible  into  shares of the  Company's  common  stock based on the
         lower  of (a)  $2.25  or (b) 80% of the  average  of the  three  lowest
         closing bid prices in the 20 trading  days  immediately  preceding  the
         conversion  date,  and  (iv),  to the  extent  not  converted,  must be
         redeemed  three years from the date of issuance in cash or in shares of
         common  stock  at  the  Company's  option.  The  Series  A  Convertible
         Preferred Stock is non-voting and has liquidation preferences to junior
         security  holders  equal to the  adjusted  stated  value per share.  In
         connection  with this  transaction,  on October 16,  2000,  the Company
         filed  a  registration  statement  with  the  Securities  and  Exchange
         Commission  relating  to the  resale  of the  shares  of  common  stock
         issuable upon  conversion of the Series A Convertible  Preferred  Stock
         and upon exercise of the warrant.

         Under the terms of the subscription agreement (covering the issuance of
         the  Series  A  Preferred  Stock),  if the  registration  has not  been
         declared effective by December 1, 2000, the Company is obligated to pay
         in the form of  liquidated  damages,  an amount equal to 2% of the face
         value of the preferred  stock for every 30-day period.  The Company has
         recorded  charges of $54,681  and

                                       10
<PAGE>


         $60,000  for  the  three   months   ended  March  31,  2002  and  2001,
         respectively,  relating to this  provision  and will continue to accrue
         charges in 2002 unless there is an effective  registration or until the
         Shares are eligible for resale under Rule 144 (k). Due to the Company's
         recent  cash  flow and  liquidity  problems,  pursuit  of an  effective
         registration has not been made. The Company has the right to redeem the
         shares of Series A Convertible Preferred Stock then outstanding upon 10
         days notice and payment to the  purchaser of an amount equal to 125% of
         the stated value upon an effective registration.


         If the Series A Convertible Preferred Stock were converted on March 31,
         2002, the Company would be required to issue  approximately  38,500,000
         shares of the Company's common stock.

7        SUBSEQUENT EVENTS

         On April 5,  2002,  the  Company  received  a loan for  $80,000  from a
         potential  investor with the proceeds to be used  primarily for working
         capital  purposes and with the following  terms: i) interest rate of 8%
         per annum, ii) 12 interest only payments beginning May 5, 2002, iii) 18
         principal  payments of $4,444 plus interest on the declining  principal
         balance,  and iv) 150,000 warrants exercisable over a three year period
         to be issued with an exercise  price equal to the market price on April
         5, 2002 and 150,000  warrants  exercisable  over a three year period at
         $0.15.

         On April 29, 2002,  the Company  received a civil  action  summons from
         Nous Infosystems PVT. LTD., naming it along with Hub City Media,  Inc.,
         International  Integrated  Solutions,  LTD.,  and Steve  Giovannetti as
         defendants  for breach of contract and damages of $51,220.  The Company
         believes that this claim is without merit,  as the Company did not have
         any contracts with Nous Infosystems.  The Company intends to vigorously
         defend this claim. The Company has not yet responded to this summons.

         On March 25,  2002 the  Company  filed an  application  with the Empire
         State Development (ESD) for the WTC Business Recovery Grant Program for
         the loss of revenues due to the September 11, 2001,  World Trade Center
         Disaster. On April 30, 2002, the Company received a $109,575 grant from
         this program and recorded it as income on that date.


ITEM 2            MANAGEMENT'S  DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                  AND FINANCIAL CONDITION

THE FOLLOWING  ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL  CONDITION OF
THE  COMPANY  SHOULD  BE READ IN  CONJUNCTION  WITH THE  CONDENSED  CONSOLIDATED
FINANCIAL  STATEMENTS,  INCLUDING THE NOTES  THERETO,  OF THE COMPANY  CONTAINED
ELSEWHERE IN THIS FORM 10-QSB.

OVERVIEW

Since our  founding  in 1991,  we have  engaged  in the  business  of  providing
investment  research and information  services for  institutional and individual
investors  and  financial  professionals.  We have  historically  delivered  our
products,  including  financial  and market  information,  analysis,  advice and
commentary,  to paying  subscribers  through a variety of media including phone,
fax,  e-mail,  audio  recordings,  newsletters  and traditional  mail.  Sales of
subscriptions   to  our  subscribers  have   predominantly   been  comprised  of
institutional investors and financial professionals.

During the first quarter 2002, we continued  with a limited  capacity to execute
on our business strategy to increase the total number of subscribers,  including
significant  numbers  of  individual  investors.  We  continued  to use  our web
destination  to build brand  awareness  and attract  paying  subscribers  to our
products.  If we are unable to attract  financing  (as  discussed  in the "Going
Concern"  section below),  we will be severely limited in executing our business
strategy of increasing the number of subscribers  and  diversifying  our revenue
streams.  Furthermore,  a continuing  downturn in the U.S.  equity  market could
continue  to  adversely  affect our  revenues  and  ability to succeed  with web
initiatives, strategic relationships, and building brand awareness.

                                       11
<PAGE>


We have  benefited  from the  prominence  of our CEO and  spokesperson,  Charles
Payne, as an analyst to whom the media regularly turns for expert  commentary on
the  equity  markets.  Mr.  Payne  appears  daily on the Yahoo!  Finance  Vision
30-minute market wrap-up segment, Yahoo!  Technology Investor,  which has gained
in popularity among Yahoo!  Viewers.  We believe that the interactive  nature of
the show,  combined with the media  exposure it provides,  has been effective in
building traffic and unique visitors to our website, as well as adding new users
to our base. We currently  have  subscribers  and  registered  users in over 100
countries.  In addition,  we receive media exposure from Mr. Payne's appearances
on  ABC  World  News,  CNNFn,  BBC  Television,   CBS  Market  Watch  and  other
finance-oriented  programming.  We plan on  continuing  our  strategy of gaining
media exposure to build brand recognition and to promote our products.

If we are successful in raising additional capital and if our revenues increase,
to the extent our resources  permit, we will continue to develop our website and
embark  upon a  marketing  and  advertising  program  to  promote  our brand and
products.  In the  first  quarter  of 2002,  we did not have  the  resources  to
implement any marketing and advertising initiatives.  Furthermore, presently, we
do not have the capital to launch a marketing and advertising program. If we are
unable to attract  capital  financing  that we are seeking,  it is unlikely that
additional  development  of the website and marketing and  advertising  programs
will take place.

We will also pursue additional strategic relationships and, as appropriate, hire
additional personnel,  including management  personnel,  and purchase additional
computer systems and software,  within our financing  limitations.  In the first
quarter  of 2002,  we did not  realize  any  material  revenues  from any of our
alliances and some our existing arrangements have expired.

The three months ended March 31, 2002 (the "2002 Period") were  characterized by
flat sales primarily attributable to the downturn in the U.S. equity markets and
economy,  which was offset by a significant reduction in expenses as a result of
major cost cutting  measures.  The  reduction in costs  included  reduced  sales
commissions from  subscriptions,  reduction in personnel,  website  development,
travel, professional fees and other strategic and operational initiatives. It is
not anticipated that there will be further significant  decreases in operational
expenses in 2002.

We  have  incurred   significant  losses  from  operations  and  have  generated
insufficient  operating revenues to fund our expenses. In addition, at March 31,
2002, we had a working capital  deficiency of  approximately  $3,652,000.  These
factors, (among others) raise substantial doubt about our ability to continue as
a going  concern.  Our  ability to  continue  to  operate as a going  concern is
contingent  upon  our  obtaining  additional  debt  and/or  equity  capital  and
increasing our revenues.  If we are unable to obtain additional  financing there
will be a depletion of available capital.  The severe limitations imposed by the
resulting  capital  deficiency  will cause a certain  interruption in continuing
business. See discussion of Liquidity and Capital Resources below.

RESULTS OF OPERATIONS

As of March  31,2002,  we had  approximately  15,500 total users of our free and
paid  services.  We will  continue  our  efforts  to convert  users into  paying
subscribers.  Subscription revenue for the three months ended March 31, 2002 and
2001,  were  $693,341  and  $698,943,  respectively.  Our primary  business  and
revenues are  concentrated  in the investor  services  industry and as such have
been  susceptible to downturns in the equity market as well as other  conditions
that adversely impact broker services, individual investors, and online trading.
Any decline in the U.S. equity market, whether it is long term or otherwise, has
and could  continue  to  adversely  affect our revenue  and  potentially  create
additional losses.

We significantly reduced our operating expenses for the three months ended March
31, 2002. Total operating expenses decreased to $926,774 in 2002 from $1,541,181
in  2001.  These  amounts  represent  a  decrease  of 40% from  2001 to 2002.  A
substantial   portion  of  our  operating  expenses  is  attributable  to  stock
compensation  earned and charged to expense in  connection  with the issuance of
shares of common  stock and below  fair  market  option  grants to  certain  key
employees  and new  management  personnel  recruited  by us and certain  outside
consultants  as part of our  expansion  strategy.  As of  March  31,  2002,  all
expenses attributable to stock compensation have been fully amortized.

Included in costs and expenses are salaries and  commissions of $577,235 for the
three months ended March 31, 2002, and $873,163 for the three months ended March
31, 2001. These amounts represent a decrease of 34% from 2001 to 2002.  Included
in salaries  and  commissions  for the 2002 and 2001  Periods  were  expenses of
$202,372 and $398,534, respectively, related to stock compensation. All

                                       12
<PAGE>


expenses related to stock compensation have been fully amortized as of March 31,
2002.  Excluding stock  compensation,  salaries and commissions for the 2002 and
2001  periods  were  $374,863  and  $474,629,  respectively.  Payroll  taxes and
employee  benefits  decreased  to $36,412 in 2002 from  $74,904  for 2001.  This
represents  a  decrease  of 51% from the prior  year.  Apart  from the charge to
expense represented by stock compensation,  salaries and commissions continue to
represent the most substantial  portion of the operating  expenses.  We realized
decreases  in payroll  taxes and  employee  benefits  due to a reduction  in the
number of  employees.  If we are  successful  in obtaining  the financing we are
seeking  and/or  increasing  revenues,  we will  continue  our efforts to retain
personnel and resume recruiting additional personnel. As a result, we anticipate
corresponding increases in expenses attributable to salaries and commissions, as
well as increased commissions payable as subscription sales increase.

We significantly decreased our costs and expenses in a number of other areas for
the 2002 Period as compared to the 2001 Period. These decreases are attributable
to  our  plan  to  reduce  operating  expenses.  We  incurred  depreciation  and
amortization  expense for the three  months  ended  March 31, 2002 and 2001,  of
$83,306 and $151,313, respectively. We incurred professional fees of $29,830 and
$61,116 for the three  months ended March 31, 2002 and 2001,  respectively.  The
2001 Period expenses are primarily  attributable to our expansion and becoming a
reporting  issuer and as such,  we reduced our expenses in the 2002  Period.  We
experienced  a net loss of  $204,428,  or $.01 per share,  for the three  months
ended March 31, 2002, as compared to a net loss for the three months ended March
31, 2001, of $838,139,  or $.05 per share.  The decrease in our net loss was due
to the  reduction  in  stock  compensation  charge  described  above,  decreased
salaries  and  commissions,  professional  fees  and  other  operating  expenses
relating  to  our  cost  cutting  initiatives.   Without  the  charge  to  stock
compensation, our net loss would have been $2,056. As of March 31, 2002, we have
fully amortized all of our stock compensation charges.

Although we cannot  accurately  determine the precise effect of inflation on its
operations,  we do not believe that  inflation has had, or will have, a material
effect on our sales or results of operations.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating activities for the three months ended March 31, 2002,
was $41,237,  compared with net cash used by operating activities of $59,050 for
the three months ended March 31, 2001.  The decrease in cash used by  operations
was  primarily  caused by a  decrease  in  overall  decreases  in our  operating
expenses.  There were no  amortization  charges  in the 2002  period as all cost
capitalized  in  connection  with our  website  infrastructure  have been  fully
amortized. As of March 31, 2002, all expenses associated with stock compensation
have been fully amortized.  Net cash used in financing  activities for the three
months  ended  March  31,  2002,  was  $10,500  compared  with net cash  used by
financing activities of $23,089 for the three months ended March 31, 2001.

We anticipate  continuing  cash  requirements  to finance costs  associated with
advertising and marketing campaigns contemplated for 2002, costs associated with
upgrading internal accounting and other operating systems,  increasing our staff
and other working capital and general corporate purposes.

On September 17, 2001, we received a loan for $50,000 from a potential investor.
The terms and conditions of this loan have not been finalized.  We have recorded
this as a loan payable in these consolidated financial statements.

On April 5, 2002,  we the received a loan for $80,000 from a potential  investor
with the following terms: i) interest rate of 8% per annum, ii) 12 interest only
payments  beginning May 5, 2002, iii) then, 18 principal payments of $4,444 plus
interest on the declining principal balance, and iv) 150,000 three-year warrants
to be issued with an exercise  price equal to the market  price on April 5, 2002
and 150,000 three-year warrants exercisable at $0.15.

MANAGEMENT

In June 2001, the  employment  agreement  with our Chief  Financial  Officer was
terminated  and the stock option  granted in connection  with his employment was
cancelled.  Daliah Amar, our Chief Operating  Officer,  has assumed the role and
associated  duties.  In addition,  one member of our Board of  Directors,  David
McCallen,  resigned in 2001. Presently, we have two board members, Charles Payne
and Gerald Turner. Our Chief Executive Officer assumed the role of the Chairman.

                                       13
<PAGE>


GOING CONCERN

We  have  incurred   significant  losses  from  operations  and  have  generated
insufficient  operating revenue to fund our expenses.  In addition, at March 31,
2002, we had a working capital  deficiency of approximately  $3,652,000.  Due to
our cash deficiency,  we are currently  delinquent on most of our trade payables
and have defaulted on our capitalized lease obligation.  The delinquencies  with
vendors  and the  default on the  capitalized  lease  obligations  has  prompted
several  creditors to threaten legal  collection  action or in some cases file a
complaint  and summons for amounts  due on trade  credit  extended to us.  These
factors (among others) raise  substantial doubt about our ability to continue as
a going  concern.  Our  ability to  continue  to  operate as a going  concern is
contingent upon our obtaining additional debt and/or equity capital.

On September 17, 2001, we received a loan for $50,000 from a potential investor.
The terms and conditions of this loan have not been finalized.  We have recorded
this as a loan  payable in the  accompanying  condensed  consolidated  financial
statements (see item 1 - Financial Statements).

On April 5, 2002, we received a loan for $80,000 from a potential  investor with
the  proceeds  to be  used  primarily  as  working  capital.  We are  continuing
discussions  with this investor.  No assurances can be made,  however,  that any
additional  financing will result from these discussions (see item 2 - Liquidity
and Capital Resources).

On March 25, 2002,  we filed an  application  with the Empire State  Development
(ESD) for the WTC Business  Recovery  Grant Program for the loss of revenues due
to the September 11, 2001,  World Trade Center  Disaster.  On April 30, 2002, we
received a $109,575  grant from this  program and  recorded it as income on that
date.

We are currently exploring  additional  financing  alternatives.  The lack of an
immediate  capital  infusion  could  cause us to  exhaust  all of our  remaining
capital  reserves and would have a material  adverse  effect on our business and
results of operations and our ability to continue as a going concern.

We anticipate  that any equity  financing or interim  financing  would result in
substantial  dilution  to the  holders of our common  stock.  We could also seek
capital  through debt  financing.  In any event,  there can be no assurance that
additional financing will be available on terms and conditions acceptable to us,
if available at all. If such financing cannot be obtained,  we would be required
to reduce or postpone  expenditures  and may be forced to curtail certain or all
operations.

In addition,  continuing  downturns in the U.S. equity markets could continue to
adversely  affect our revenues and potentially  create  additional  losses.  Our
primary  business  and  revenues  are  concentrated  in  the  investor  services
industry,  and as such  are  susceptible  to a  reduction  in  broker  services,
individual investing and online trading.

FORWARD LOOKING STATEMENTS

This report  contains  statements  that  constitute  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Those  statements  appear in a number of places  herein and  include  statements
regarding the intent,  belief or current expectations of the Company,  primarily
with  respect  to the future  operating  performance  of the  Company or related
developments.  Any such forward-looking  statements are not guarantees of future
performance  and  involve  risks  and  uncertainties,  and  actual  results  and
developments may differ from those described in the  forward-looking  statements
as a result of various  factors,  many of which are  beyond  the  control of the
Company.

This Form 10-QSB and other  reports  filed by the Company from time to time with
the Securities and Exchange  Commission  (collectively the "Filings") contain or
may contain  forward  looking  statements  and  information  that are based upon
beliefs of, and information  currently available to, the Company's management as
well as estimates and assumptions made by the Company's management.

                                       14
<PAGE>


When  used  in  the  filings  the  words  "anticipate",  "believe",  "estimate",
"expect",  "future",  "intend", "plan" and similar expressions as they relate to
the Company or the Company's  management  identify  forward looking  statements.
Such  statements  reflect the current view of the Company with respect to future
events and are subject to risks,  uncertainties and assumptions  relating to the
Company's  operations and results of operations  and any businesses  that may be
acquired  by the  Company.  Should one or more of these  risks or  uncertainties
materialize,  or should  the  underlying  assumptions  prove  incorrect,  actual
results may differ  significantly from those anticipated,  believed,  estimated,
intended or planned.

                                       15
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                     PART II
                                OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

(See Item 1, Part I footnote #5, Legal proceedings)


ITEM 2   Changes in Securities and Use of Proceeds

         None

ITEM 3   Defaults Upon Senior Securities

         None

ITEM 4   Submission of Matters to a Vote of Security Holders

         None

ITEM 5   Other Information

         None

ITEM 6   Exhibits and Reports on Form 8-K

         (a) The following  exhibit are filled as a part of this report,  except
         otherwise indicated.

2.1      Agreement  and Plan of Share  Exchange  dated  July  30,  1999,  by and
         between Charles V. Payne and Registrant (1)
3.1      Certificate of Incorporation (1)
3.2      Articles and Certificate of Merger (1)
3.3      Certificate of Amendment of Certificate of Incorporation (1)
3.4      By-laws as currently in effect (1)
3.5      Certificate  of  Designation  of the 8% Series A Convertible  Preferred
         Stock (2)
4.1      Specimen Common Stock Certificate (1)
4.2      1996 Compensatory Stock Option Plan (1)
4.3      1999 Incentive Program (1)
4.4      Amendment to Registrant's 1999 Incentive Program (3)
10.2     Agreement of Lease dated as of November 23, 1999,  between  Praedium II
         Broadstone LLC and Wall Street Strategies, Inc. (1)
10.3     Registration  Rights  Agreement  dated as of September 23, 1999, by and
         among the Registrant and Charles Payne (1)
10.5     Employment  Agreement  dated  September  23,  1999,  among Wall  Street
         Strategies, Inc., Registrant and Charles Payne (1)
10.6     Employment Agreement dated July 30, 1999, by and between Registrant and
         David McCallen (1)
10.7     Employment Agreement dated July 30, 1999, by and between Registrant and
         Shawn Baldwin (1)
10.8     Amended and Restated  Subscription  and Rights Agreement dated July 30,
         1999, by and between the Registrant and David McCallen (1)
10.9     Amended and Restated  Subscription  and Rights Agreement dated July 30,
         1999, by and between the Registrant and Shawn Baldwin (1)
10.10    Form of Subscription and Rights Agreement by and between Registrant and
         Subscriber (1)
10.11    Amended and Restated Escrow Agreement dated July 30, 1999, by and among
         Registrant, David McCallen and Escrow Agent (1)
10.12    Amended and Restated Escrow Agreement dated July 30, 1999, by and among
         Registrant, Shawn Baldwin and Escrow Agent (1)
10.13    Form of Escrow Agreement by and among  Registrant,  the Subscribers for
         shares of Registrant's

                                       16
<PAGE>


         common stock and Escrow Agent (1)
10.14    Stock  Option  Agreement  dated  July  30,  1999,  by and  between  the
         Registrant and David McCallen (1)
10.15    Form of Advisor Agreement between the Registrant and each member of the
         Advisory Board (1)
10.16    Form of Stock Option Agreement (Advisor) (1)
10.20    Employment Agreement dated April 7, 2000, by and between Registrant and
         Daliah Amar (3)
10.22    Stock Option  Agreement dated July 30, 1999, by and between  Registrant
         and Shawn Baldwin (3)
10.23    Form of Stock Option Agreement (Employee) (3)
10.24    Form of Stock Option Agreement (Director) (3)
10.34    Subscription  Agreement dated as of August 18, 2000 between  Registrant
         and CALP II Limited Partnership (2)
10.35    Amendment  No. 1 to  Subscription  Agreement  dated  September 29, 2000
         between Registrant and CALP II Limited Partnership (2)
10.36    Conversion  Escrow  Agreement  dated as of August 18, 2000 by and among
         Registrant, CALP II Limited Partnership and Bryan Cave LLP (2)
10.37    Letter  Agreement dated August 28, 2000 between  Registrant and Merrill
         Lynch, Pierce, Fenner & Smith, Inc. (2)
10.38    Multex  Contributor  Agreement dated August 9, 2000 between  Registrant
         and Multex.com, Inc. (2)

----------
(1)      Incorporated  herein by reference  to the Exhibits to the  Registration
         Statement on Form 10-SB filed by the  Registrant  on February 14, 2000,
         File No. 0-29499.
(2)      Incorporated  herein by reference  to the Exhibits to the  Registration
         Statement  on Form SB-2 filed by the  Registrant  on October 16,  2000,
         File No. 333-48032.
(3)      Incorporated herein by reference to the Exhibits to the Amendment No. 1
         to the Registration  Statement on Form 10-SB filed by the Registrant on
         April 13, 2000, File No. 0-29499.
(4)      Incorporated  herein by reference  to the Exhibits to the  Registrant's
         Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000.

(b)      Reports on Form 8-K.
         None.

                                       17
<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Securities  Exchange Act of 1934 the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized


                                         WALL STREET STRATEGIES CORPORATION
                                                  (Registrant)



         Date May 15, 2002               By: /s/ Charles V. Payne
                                             --------------------
                                         Charles V. Payne
                                         President and Chief Executive Officer

                                         By: /s/ Daliah Amar
                                             --------------------
                                         Daliah Amar
                                         Chief Operating Officer
                                         chief financial officer


                                       18