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 June 30, 2001

[  ]     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
                 Issuer's Telephone Number. Including Area Code

         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
                                        --
                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of June 30, 2001, the registrant
had 18,447,549 shares of Common Stock outstanding.

            Transmittal Small Business Disclosure Format (check one)

                            Yes ______  No  ___x___


<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                           FORM 10-QSB - June 30, 2001
<TABLE>
<CAPTION>


                    Index                                                                   Page Number
<S>                                                                                             <C>



PART I              FINANCIAL INFORMATION

Item 1              Condensed Consolidated Balance Sheets at June 30, 2001                          3
                    and December 31, 2000 (unaudited at June 30, 2001)

                    Condensed Consolidated Statements of Operations for the                         4
                    three months ended June 30, 2001 and June 30, 2000 and the
                    six months ended June 30, 2001 and June 30, 2000 (unaudited)

                    Condensed Consolidated Statement of Shareholders' Deficit                       5
                    for the six months ended June 30, 2001 (unaudited)

                    Condensed Consolidated Statements of Cash Flows for the                         6
                    six months ended June 30, 2001 and June 30, 2000 (unaudited)

                    Notes to Condensed Consolidated Financial Statements                            7
                    (unaudited)

Item 2              Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                                      13

PART II             OTHER INFORMATION

Item 1              Legal Proceedings                                                              18
Item 2              Changes in Securities and Use of Proceeds                                      19
Item 3              Defaults Upon Senior Securities                                                19
Item 4              Submission of Matters to a Vote of Security Holders                            19
Item 5              Other Information                                                              19
Item 6              Exhibits and Reports on Form 8 - K                                             19

</TABLE>


                                       2

<PAGE>




PART I - FINANCIAL INFORMATION

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.

ITEM 1 - FINANCIAL STATEMENTS

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                           FORM 10-QSB - JUNE 30, 2001

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>


                                                                                   (Unaudited)
                                                                                     June 30,      December 31,
                                                                                      2001             2000
                                                                                     -----             ----
<S>                                                                              <C>              <C>
 ASSETS

 CURRENT ASSETS
      Cash and cash equivalents                                                   $     49,861    $     82,139
      Accounts receivable                                                                7,570          29,820
      Marketable securities, available for sale, at market value                       170,590             700
      Deferred commission expense                                                      189,358         246,337
      Other current assets                                                              55,427         176,984
                                                                                  ------------    ------------

             Total current assets                                                      472,806         535,980

 Property and equipment, net                                                         1,275,466       1,484,340
 Deferred website development costs, net                                               117,706         206,855
 Other assets                                                                          270,592         312,000
                                                                                  ------------    ------------

                                                                                  $  2,136,570    $  2,539,175
                                                                                  ============    ============

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 CURRENT LIABILITIES
      Accounts payable and accrued expenses                                       $  2,237,718    $  1,944,581
      Accrued compensation                                                             291,143         291,495
      Capitalized lease obligations                                                    464,313         500,562
      Deferred subscription income                                                     541,021         703,817
      Shareholder loan payable                                                          79,854          50,000
                                                                                  ------------    ------------


             Total current liabilities                                               3,614,049       3,490,455
                                                                                  ------------    ------------

 COMMITMENTS AND CONTINGENCIES

Mandatory redeemable series A convertible preferred stock- 8% cumulative, $.001
      par value; 5,000,000 shares authorized;
      9.24 and 10.00 shares issued and outstanding                                     990,372       1,029,778
                                                                                  ------------    ------------

 SHAREHOLDERS' DEFICIT
      Common stock, $.001 par value; 50,000,000 shares authorized;
      18,447,549 and 18,109,680 shares issued and outstanding                           18,448          18,110
      Additional paid-in capital                                                    13,824,907      14,019,475
      Accumulated deficit                                                          (15,502,946)    (14,186,891)
      Unearned compensation                                                           (788,025)     (1,818,627)
      Accumulated other comprehensive loss                                             (20,235)        (13,125)
                                                                                  ------------    ------------

             Total shareholders' deficit                                            (2,467,851)     (1,981,058)
                                                                                  ------------    ------------

                                                                                  $  2,136,570    $  2,539,175
                                                                                  ============    ============

</TABLE>

                                                                               3



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


<PAGE>



                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                           FORM 10-QSB - JUNE 30, 2001

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>


                                                 Three months ended            Six months ended
                                                       JUNE 30,                     JUNE 30,
                                                     ---------                     --------
                                                2001         2000              2001             2000
                                                ----         -----            -----             ----
<S>                                        <C>             <C>             <C>             <C>
REVENUE
   Subscription income                     $    587,427    $  1,204,016    $  1,286,370    $  2,634,311
   Consulting income                            217,000                         217,000
   Interest and dividends                         2,488          14,003           6,587          28,255
   Realized gain on sale of
     marketable securities                         --              --              --            36,118
                                           ------------    ------------    ------------    ------------
                                                806,915       1,218,019       1,509,957       2,698,684
                                           ------------    ------------    ------------    ------------
COSTS AND EXPENSES
   Salaries and commissions                     759,471       2,345,548       1,632,634       4,815,200
   Other operating expenses                     205,776         578,366         481,311         936,891
   Consulting fees                               27,533         300,889          55,643         600,574
   Payroll taxes and employee benefits           58,793         144,431         133,697         280,705
   Professional fees                              9,640         376,764          70,756         482,243
   Website development costs                       --           172,399            --           250,597
   Depreciation and amortization                151,313          94,189         302,626         134,813
   Rent and occupancy                            74,305          76,046         149,345         108,135
                                           ------------    ------------    ------------    ------------
                                              1,286,831       4,088,632       2,826,012       7,609,158
                                           ------------    ------------    ------------    ------------
LOSS BEFORE (BENEFIT) PROVISION
   FOR INCOME TAXES                            (479,916)     (2,870,613)     (1,316,055)     (4,910,474)
(Benefit) provision for income taxes             (2,000)        (40,190)           --            57,454
                                           ------------    ------------    ------------    ------------
NET LOSS                                   $   (477,916)   $ (2,830,423)   $ (1,316,055)   $ (4,967,928)
                                           ============    ============    ============    ============
Basic and diluted net loss per share       $      (0.03)   $      (0.17)   $      (0.07)   $      (0.29)
                                           ============    ============    ============    ============
Weighted average common shares
   outstanding                               18,154,582      17,131,564      18,095,426      17,087,428
                                           ============    ============    ============    ============
</TABLE>

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


                                                                               4

<PAGE>



                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                           FORM 10-QSB - JUNE 30, 2001

            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

                         SIX MONTHS ENDED JUNE 30, 2001
                                  (UNAUDITED)




<TABLE>
<CAPTION>

                                                                                          Accumulated
                                 Common Stock       Additional                               other       Total
                             --------------------    paid-in   Accumulated    Unearned   comprehensive shareholders' Comprehensive
                               Shares     Amount     capital     deficit    compensation      loss      deficit          loss
                             ----------  -------  -----------  ------------- ------------   --------- -----------    -------------
<S>                          <C>         <C>      <C>          <C>            <C>          <C>         <C>           <C>
BALANCE, JANUARY 1, 2001     18,109,680  $18,110  $14,019,475  $(14,186,891) $(1,818,627)   $(13,125) $(1,981,058)
 Re-purchase of
   employees stock             (41,250)     (41)      (233,595)                    233,534                   (102)
 Amortization of
   stock compensation               --       --            --            --        797,068      --        797,068
 Preferred stock
   conversion                   379,119      379        75,621                                             76,000
 Preferred
   stock dividend                   --       --        (36,594)          --            --        --       (36,594)
 Marketable securities
   valuation adjustment             --       --            --            --            --      (7,110)     (7,110)  $    (7,110)
 Net loss, six months
   ended June 30, 2001              --       --            --     (1,316,055)          --        --    (1,316,055)   (1,316,055)
                             ----------  -------  ------------  ------------  -----------  ----------  -----------  -----------
     Total comprehensive loss                                                                                       $(1,323,165)
                                                                                                                    ===========

 BALANCE, JUNE 30, 2001      18,447,549  $18,448  $13,824,907  $(15,502,946) $   (788,025)  $(20,235) $(2,467,851)
                             ==========  =======  ============  ============  ============= =========  ===========

</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 - JUNE 30, 2001

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       Six months ended
                                                                             June 30,
                                                              -------------------------------------
                                                                  2001                   2000
                                                              -------------           -------------
<S>                                                           <C>                    <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES

  NET LOSS                                                     $(1,316,055)           $(4,967,928)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED IN OPERATING ACTIVITIES
      Depreciation and amortization                                302,626                134,813
      Realized gain on sale of marketable securities                  --                  (36,118)
      Stock compensation                                           797,068              3,059,324
      Marketable securities received                              (177,000)                  --

  CHANGES IN OPERATING ASSETS AND LIABILITIES
      Accounts receivable                                           22,250                 61,172
      Deferred commission expense                                   56,979               (212,476)
      Other assets                                                 162,965               (173,291)
      Accounts payable and accrued expenses                        293,137                662,375
      Accrued compensation                                            (352)              (112,942)
      Income taxes payable                                            --                   14,658
      Deferred subscription income                                (162,796)               603,279
      Accrued pension expense                                         --                 (100,000)
                                                               -----------            -----------

          Net cash used in operating activities                    (21,178)            (1,067,134)
                                                               -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                             (4,603)              (339,178)
     Deferred website development costs paid                          --                 (176,530)
     Proceeds from the sale of marketable securities                  --                   64,045
     Payment made for other assets                                    --                   (4,065)
                                                               -----------            -----------

          Net cash used in investing activities                     (4,603)              (455,728)
                                                               -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Re-purchase of employees stock                                   (102)                  --
     Repayment of capitalized lease obligations                    (36,249)               (40,675)
     Proceeds from shareholder loan                                 29,854                   --
                                                               -----------            -----------

          Net cash used in financing activities                     (6,497)               (40,675)
                                                               -----------            -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                          (32,278)            (1,563,537)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      82,139              2,506,505
                                                               -----------            -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                       $    49,861            $   942,968
                                                               ===========            ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

          Interest paid                                        $    25,454            $    17,930
                                                               ===========            ===========
          Income taxes paid                                    $      --              $    42,796
                                                               ===========            ===========

</TABLE>

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

                                                                             6
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - JUNE 30, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



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   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 and six months ended June
     30,  2001,  are not  necessarily  indicative  of the  results  that  may be
     expected  for  the  year  ending   December  31,  2001.   These   condensed
     consolidated  financial  statements  should be read in conjunction with the
     December  31, 2000  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, 2000, consolidated financial statements.

2    THE COMPANY

     ORGANIZATION

     Wall Street  Strategies  Corporation  (the  "Company"),  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.

     REVERSE ACQUISITION

     Effective  September 23, 1999, the Company  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,  the Company issued to the sole
     shareholder  of WSSI,  9,455,898  shares of the  Company'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 shares of the Company.  For accounting  purposes,  this
     transaction  has been treated as an  acquisition of the Company by WSSI and
     as a re-capitalization  of WSSI. The acquisition of the Company by WSSI has
     been recorded based on the fair value of the Company's net tangible assets,
     which consisted of cash in the amount of $13,350. The Company, prior to the
     acquisition,  was an inactive shell company. All costs associated with this
     transaction have been expensed.

     In connection with, and in contemplation of the Exchange Agreement, on July
     30, 1999, the Company sold 1,258,205  shares of common stock for $.0025 per
     share to certain key employees of WSSI,  and to two other  individuals  who
     entered  into  employment  agreements  with the  Company.  These shares are
     subject  to  repurchase  by the  Company  in  declining  increments  over a
     two-year period at $.0025 per share if employment is terminated.

     Also in contemplation of the Exchange Agreement, on September 23, 1999, the
     Company  completed the sale of 600,000 shares of common stock for $5.00 per
     share to  accredited  investors in  accordance  with the terms of a private
     placement offering.

                                       7
<PAGE>


                          WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - JUNE 30, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

2    THE COMPANY (Continued)

     BUSINESS

     The Company,  through its subsidiary (WSSI),  provides  investment research
     and related information 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 June
     30, 2001,  the Company had a working  capital  deficiency of  approximately
     $3.1 million.  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. The accompanying condensed
     consolidated financial statements do not include any adjustments that might
     result from the outcome of this uncertainty.

     In contemplation of obtaining  additional  financing,  the Company signed a
     Letter of Agreement on January 25, 2001,  with Swartz Private  Equity,  LLC
     ("Swartz"), for a $10,000,000 irrevocable equity line of credit. Subject to
     closing, the agreement provides for Swartz to purchase up to $10,000,000 of
     the Company's  common stock,  together with  convertible  warrants,  over a
     three year period which will be sold to Swartz at the Company's discretion.
     The Company  will be  required,  by the terms of the  agreement,  to file a
     registration  statement with the Securities  and Exchange  Commission  (the
     "SEC") registering the common stock (inclusive of the convertible warrants)
     that  potentially  could be issued  under the terms of the  equity  line of
     credit.  The agreement  prohibits the Company from selling  common stock to
     Swartz, until such time that its registration statement is deemed effective
     by the SEC. In addition,  throughout the term of the agreement, the Company
     would be required to maintain an effective registration on all common stock
     covered  under the  agreement  as a condition  of selling  stock to Swartz.
     There is no  guarantee  that the Company  will be able to gain an effective
     registration in a timely manner,  if at all, and whether it will be able to
     maintain an effective registration.

     If the Company is unsuccessful in obtaining financing in the interim period
     prior to the  contemplated  equity line of credit,  it is unlikely  that it
     will be able to pay the necessary  costs to proceed with the equity line of
     credit financing. The lack of an immediate capital infusion would 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. To date the Company has not
     obtained financing and has therefore temporarily halted its efforts to move
     forward on the aforementioned equity line of credit.

     Management anticipates that any equity financing or interim financing would
     be  expected  to result  in  substantial  dilution  to the  holders  of the
     Company's  common  stock.  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.

                                       8

<PAGE>

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - JUNE 30, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



4    MARKETABLE SECURITIES, AVAILABLE FOR SALE


         Marketable securities available for sale, consist of the following:

<TABLE>
<CAPTION>

                                                                                 Unrealized          Market
                                                                    Cost             loss              value
                                                              -------------     --------------   -------------
               <S>                                            <C>              <C>               <C>
               U.S. equity securities                        $     190,825     $       20,235   $     170,590
                                                              =============     ==============   =============
</TABLE>

5    CAPITALIZED LEASE OBLIGATIONS


     The Company has 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 $12,106 and
     $25,454 for the three and six months ended June 30, 2001.

     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.

6    COMMITMENTS AND CONTINGENCIES

     LEASES


     On November 23, 1999, the Company  entered into a ten-year lease  agreement
     for new 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  $272,000  for which the Company is
     required to maintain a cash deposit as  collateral  in a separate  interest
     bearing account.

     On April  18,  2001,  as a result  of the  Company  defaulting  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)  seeking  eviction,   naming  the  Company  as  the
     defendant,  and  relating  to the  default  on the lease for the  Company's
     premises  at 80  Broad  Street,  New  York,  NY.  The  petitioner  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 prior to 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 replenish the Letter
     of Credit in the same amount.  Furthermore,  the Company agreed that in the
     event of any default the warrant of  eviction  should  execute  without any
     further notice from the Landlord.

                                       9

<PAGE>

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - JUNE 30, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


6    COMMITMENTS AND CONTINGENCIES (Continued)

     EMPLOYMENT AGREEMENTS

     On July 30, 1999, in conjunction with and, in contemplation of the Exchange
     Agreement  discussed  in Note 1, the  Company  entered  into an  employment
     agreement with its largest  shareholder who is also the President and Chief
     Executive  Officer of the Company.  The term of the  agreement is for three
     years,  commencing  September  23, 1999,  and provides for a base salary of
     $275,000 per annum with annual bonuses of up to $250,000 per year dependent
     upon the Company meeting  specified  revenue targets.  The agreement may be
     terminated by mutual consent or by the Company for cause. At June 30, 2001,
     amount  payable to the  President  and Chief  Executive  Officer  under the
     employment agreement is $151,792.

     On April 7, 2000, the Company entered into an employment agreement with its
     Chief  Operating  Officer.  The  agreement  has a term of three years at an
     annual base salary of  $192,500,  subject to annual  review by the Board of
     Directors for possible increase.  The agreement also provides for an annual
     incentive  bonus of up to 50% of base salary.  In addition,  in  accordance
     with the terms of the employment  agreement,  on April 7, 2000, the Company
     granted to the executive a stock option to purchase  500,000  shares of the
     Company's common stock at an exercise price of $7.50 per share.

     The intrinsic  value of these  options was measured  using a share price of
     $10.50 per share and resulted in unearned compensation of $1,500,000.

     On October 17, 2000,  the Company  entered into an agreement with its Chief
     Operating  Officer to cancel the option to purchase  500,000  shares of the
     Company's  common stock that had been issued on April 7, 2000.  At the same
     time, the Chief Operating Officer purchased 500,000 shares of the Company's
     common stock at $.0025 per share,  all of which were deposited into escrow.
     This transaction resulted in additional unearned  compensation of $936,250.
     These shares are to be released from escrow as follows:  250,000  shares on
     December 6, 2000, and 50,000 shares on each of March 6, 2001, June 6, 2001,
     September 6, 2001,  December 6, 2001 and March 6, 2002.  For the six months
     ended June 30, 2001, $404,750 has been charged to operations as a result of
     these transactions.

     At June 30, 2001,  amount payable to the Chief Operating  Officer under the
     employment agreement is $91,773.

     LEGAL PROCEEDING

     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.

                                       10


<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - JUNE 30, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



6    COMMITMENTS AND CONTINGENCIES (Continued)

     LEGAL PROCEEDINGS (Continued)


     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.  However,  the
     Company  has engaged  local  counsel to  represent  its  interests  in this
     litigation  and has  filed  a third  party  complaint  for  indemnification
     against the principals of Vacation  Marketing  Inc. Wall Street  Strategies
     will seek recovery from Vacation  Emporium  Marketing Inc., and some or all
     of that corporation's shareholders, for any and all liabilities the Company
     may have with respect to the Zia Properties  claim. The Company can make no
     assurance,  however,  regarding the settlement or its liability relating to
     this  claim.  As of June 30, 2001,  the Company has not accrued any amounts
     related to this claim.


     AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY


     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 $298,923. The Company has filed a response and is contesting certain
     elements of the summons and complaint. As of June 30, 2001, the Company has
     accrued approximately $250,000 related to the summons and complaint.


     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  will force the Company to incur legal fees
     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 disruptions in the
     Company's  ordinary  business  activities  and severely limit the Company's
     ability to conduct normal business operations going forward.

7    MANDATORY 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 of such
     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

                                       11

<PAGE>

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - JUNE 30, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


7    MANDATORY REDEEMABLE PREFERRED STOCK (Continued)

     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,  and 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.

     Pursuant to the terms of the subscription  agreement (covering the issuance
     of the Series A Preferred Stock), if the registration has not been declared
     effective,  the Company is  obligated  to pay an amount  equal to 2% of the
     face value of the  preferred  stock for every 30 day period,  commencing on
     December  1, 2000,  in the form of  liquidated  damages.  The  Company  has
     recorded  charges of $120,000 in the  accompanying  condensed  consolidated
     statement of operations for the six months ended June 30, 2001, relating to
     this  provision  and will  continue  to accrue  charges  until  there is an
     effective   registration.   Commencing  with  the  effective  date  of  the
     registration,  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.

     On January 3, 2001,  Series A Convertible  Preferred  Stock,  with a stated
     value of  $60,000  together  with  $1,802  of  cumulative  dividends,  were
     converted into 274,674  shares of the Company's  common stock in accordance
     with the terms of the Series A Convertible  Preferred Stock. An additional,
     $16,000  together  with $607 of cumulative  dividends  was  converted  into
     104,445 shares of common stock on February 9, 2001.

8    SHAREHOLDERS' DEFICIT

     In connection with, and in contemplation of the Exchange Agreement, on July
     30, 1999, the Company sold 1,258,205  shares of common stock for $.0025 per
     share to certain key employees (10  individuals) of WSSI. These shares were
     placed in escrow and are subject to  repurchase by the Company in declining
     increments  over a  two-year  period at $.0025 per share if  employment  is
     terminated.   The   issuance   of  these   shares  gave  rise  to  unearned
     compensation, which is being earned and charged to expense ratably over the
     two-year  escrow period.  For the six months ended June 30, 2001,  $392,318
     has been expensed and included in the accompanying  condensed  consolidated
     statements of operations.

     In February and March 2001, three  individuals  terminated their employment
     with the Company.  The Company has repurchased  41,250 shares of previously
     issued  common  stock  at  $.0025  per  share  from  these  individuals  in
     accordance with the terms of their subscription agreements.

9    CONSULTING INCOME

     Through June 30, 2001, the Company recognized $217,000 in consulting income
     for  services  rendered  by the  Company's  President  and Chief  Executive
     Officer on behalf of the Company.  Payment for such services was $40,000 in
     cash and marketable  securities with a fair market value of $177,000 on the
     date of receipt.

                                       12
<PAGE>




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 its founding in 1991, the Company has engaged in the business of providing
investment  research and information  services for  institutional and individual
investors and financial  professionals.  The Company has historically  delivered
its 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,  newsletter  and  traditional  mail.  Sales of
subscriptions to the Company's  subscribers have predominantly been comprised of
institutional investors and financial professionals.

During the second quarter 2001, the Company continued to execute on its business
strategy to increase the total number of its subscribers,  including significant
numbers  of  individual  investors.   The  Company  continued  to  use  its  web
destination to build brand  awareness,  and attract paying  subscribers  for its
products.  If the Company is unable to attract  financing  (as  discussed in the
"Going  Concern"  section)  it will be  severely  limited  in  executing  on its
strategy of  increasing  the number of  subscribers  and realizing the potential
from its website.  Furthermore,  continuing  downturns  in the US Equity  Market
could  adversely  affect the Company's  revenues and its ability to succeed with
web initiatives, strategic partnerships, and building brand awareness.

The  Company  has  benefited  from  its CEO and  spokesperson,  Charles  Payne's
prominence 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
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 visitors to Wall Street Strategies Web destination, as well
as  adding  new users to its base.  In  addition,  the  Company  receives  media
exposure from Mr. Payne's appearances on ABC World News, BBC Television,  CNNfn,
CBS Market Watch and other  finance-oriented  programming.  The Company plans on
continuing its strategy of gaining media exposure to build brand recognition and
to promote its products.

The Company will attempt to continue to develop its website during 2001, and, to
the extent its resources  permit,  will embark upon a marketing and  advertising
program to promote its brand and products.  Currently, the Company does not have
the capital to continue  developing  its website or to embark on a marketing and
advertising  program.  If the Company is unable to attract the capital financing
that it is  seeking,  it is  unlikely  that any  development  of the website and
marketing and advertising programs will take place.

The  Company  will  also  pursue  additional  strategic  relationships  and,  as
appropriate,  hire additional  personnel,  including management  personnel,  and
purchase  additional  computer systems and software,  within its  aforementioned
financing limitations. The Company has not had any significant revenues from its
alliances to date.

During  the first  six  months  of 2001,  the  investor  services  industry  was
adversely  affected by the downturn  experienced in the US Equity  Markets.  The
Company's  revenues and overall business  activity were  significantly  lower as
compared to the second quarter 2000 when the equity market  conditions  were far
more favorable.  The Company continued to implement cost cutting measures it had
started  in the  fourth  quarter  of 2000 and was  successful  in  significantly
lowering its cost of operations  during the first half of 2001. The cost cutting
measures  only  partially  offset the  significant  reduction  in revenue as the
Company  continued to incur  operating  losses in the second  quarter 2001.  The
Company's  revised strategy of cost cutting measures and streamlining  operating
costs  wherever  possible  is expected to curtail  operating  losses  during the
remainder of 2001.  The full  implementation  of the cost  cutting  measures and
strategy is contingent on the Company obtaining financing that would provide the
capital necessary for continued operations.  At June 30, 2001, the Company had a
working capital deficiency of approximately  $3.1 million.  These factors (among
others) raise  substantial  doubt about the  Company's  ability to continue as a


                                       13

<PAGE>

going  concern.  The  ability of the  Company to  continue to operate as a going
concern is contingent upon its obtaining  additional debt and/or equity capital.
If it is unable to obtain additional financing there will be a certain depletion
of available capital.  The severe  limitations  imposed by the resulting capital
deficiency will cause a certain interruption in continuing business.

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.  In addition,  the Company
has defaulted on its lease obligation for the rental of its premises at 80 Broad
Street New York, NY. On August 8, 2001, the Company entered into a settlement on
its lease to pay $10,000 per month in past due rent until the  balance,  at that
date, of $89,252 is paid in full. (See Legal Proceedings)

The actions taken by creditors including the secured creditor on the capitalized
lease  obligations and the landlord,  will force the Company to incur legal fees
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.

As of June 30, 2001, the Company had approximately 4,200 subscribers. As of such
date, the Company also had approximately 9,000 registered users of the Company's
products provided for free on its website.  The Company anticipates that some of
such users will be converted into paying subscribers.  Subscription  revenue for
the three and six months  ended  June 30,  2001,  was  $587,427  and  $1,286,370
respectively.  For the three and six months  ending June 30, 2000,  subscription
revenue was $1,204,016 and $2,634,311,  respectively.  The Company is positioned
to improve  revenues in the event of an equity  market  rebound as Charles Payne
the Company's chief analyst and  spokesperson  continues to gain exposure in the
media as a respected Wall Street professional and analyst.  In addition,  equity
ownership in US households remains at historically high levels, which bodes well
for the marketing of the Company's products and services.

During  the  second  quarter  of 2001,  the  Company  recognized  income  from a
consulting  engagement.  Although,  the Company does provide consulting services
from time to time the revenue is not expected to be of a recurring nature.

RESULTS OF OPERATIONS

Total revenue for the three and six months ended June 30, 2001, was $806,915 and
$1,509,957 respectively.  These amounts represented decreases from the three and
six months ended June 30, 2000,  of 34% and 44%,  respectively.  Revenue for the
three month and six month  period ended June 30, 2000,  was  approximately  $1.2
million and $2.7 million,  respectively.  Income from sales of  subscriptions to
the Company's  products  represented nearly all of the Company's revenue in both
periods except for  consulting  income of $217,000 for the six months ended June
30, 2001.  The decrease in  subscription  revenue  resulted  primarily  from the
adverse affect on the Company's business  attributable to the downturn in the US
equity markets experienced during the first half of 2001.

The Company had no realized  gain on the sale of  marketable  securities  in the
three and six months ended June 30, 2001.  This  compared  with no realized gain
and a  $36,118  gain  for  the  three  and  six  months  ended  June  30,  2000,
respectively.

The Company's decline in revenues was partially offset by decreases in operating
expenses,  for the three and six  months  ended  June 30,  2001.  A  substantial
portion of the Company's operating expenses continue to be the operating expense
attributable  to  stock  compensation   earned  and  charged  to  operations  in
connection  with the  issuance  of shares of Common  Stock and below fair market
value option  grants to certain key employees and  management  personnel.  Total
operating  expenses  decreased from  approximately $4.1 million and $7.6 million
for the three and six months ended June 30, 2000, respectively, to approximately
$1.3  million and $2.8 million for the three and six months ended June 30, 2001,
respectively.  These  amounts  represent  a decrease  of 68% for the three month
period and a 63%  decrease  for the six month  period,  as  compared to the same
prior year periods.  Included in operating expenses are salaries and commissions
of $759,471 and $1,632,634 for the three and six months ended June 30, 2001,


                                       14
<PAGE>

respectively,  and  $2,345,548 and $4,815,200 for the three and six months ended
June 30, 2000,  respectively.  These amounts represent a decrease of 68% for the
comparable  three month  period and 66% for the  comparable  six month period in
2000.  Included in salaries  and  commissions  for the three month and six month
period ended June 30, 2001, are $398,534 and $797,068  respectively,  related to
stock compensation.  Excluding stock compensation,  salaries and commissions for
the three month  period  ending June 30, 2001 was  $360,937,  a decrease of 71%,
over the  comparable  period in 2000.  For the six month period  ending June 30,
2001,  salaries  and  commission,  exclusive  of the  expense  related  to stock
compensation  would have been  $835,566 a  decrease  of 63% over the  comparable
period in 2000.  Payroll  taxes and employee  benefits  decreased to $58,793 and
$133,697  for the three and six months  ended June 30,  2001,  respectively,  as
compared to $144,431 and  $280,705 for the three and six months  ending June 30,
2000,  respectively.  This represents decreases of 59% and 52% for the three and
six months ending June 30, 2001 as compared to the same prior year periods.  The
decrease in salaries and commissions in the 2001 period is attributable to lower
variable sales  commission paid on significantly  lower sales. In addition,  the
Company  terminated  three highly  compensated  executives in the latter part of
2000 and realized further payroll  reductions  through  permanent  reductions in
staff,  plus an additional  highly  compensated  executive,  as part of its cost
cutting strategy implemented at the end of 2000. If the Company is successful in
obtaining  the  financing it is seeking,  the Company  anticipates  that it will
recruit sales,  research,  and executive  personnel  going forward.  The Company
further  anticipates   significant  additional  charges  to  expense  for  stock
compensation  during the remainder of 2001,  resulting from the  amortization of
existing unearned compensation.

During  the three and six months  ended  June 30,  2001,  the  Company  incurred
consulting  fees of $27,533 and $55,643,  respectively,  as compared to $300,889
and $600,547, respectively, for the three and six months ended June 30, 2000. In
line  with  its  implementation  of  cost-cutting   measures,   the  technology,
financial,  and other  consulting  fees were  significantly  reduced in the 2001
period.  Included in the 2000 period, were stock compensation earned and charged
to  expense  for  compensation  paid  to a  public  relations  firm.  The  stock
compensation  portion  of the  consulting  fees  recorded  for the three and six
months  ended June 30,  2001,  were zero  compared  to  $225,578  and  $480,429,
respectively, for the three and six months ending June 30, 2000.

Rent and  occupancy  costs  decreased to $74,305 for the three months ended June
30, 2001,  from  $76,046 in the  comparable  period.  Rent and  occupancy  costs
increased to $149,345  from $108,135 for the six months ending June 30, 2001 and
2000,  respectively.  This overall  increase is  attributable  to the leasing of
additional  space that the Company took occupancy of in July 2000.  Accordingly,
the Company  anticipates  substantial  increases in its rent and occupancy costs
during the remainder of 2001 and in subsequent  years.  The Company is currently
in default of its lease  obligation  for the rental of its  premises at 80 Broad
Street, New York, NY.

The Company experienced decreased costs and expenses in a number of other areas
for the 2001 Period as a result of the implementation of its cost-cutting
strategy. The significant changes are summarized as follows:

<TABLE>
<CAPTION>

                            For the three months ended                    For the six months ended
                             June 30,       June 30,      % Increase or   June 30,         June 30,     % Increase or
Expense                        2001           2000          (Decrease)      2001             2000         (Decrease)
--------                   ----------     -------------   ------------   -----------     ------------    ------------
<S>                        <C>            <C>             <C>             <C>            <C>             <C>
Telephone and              $   9,083      $    105,511          (91%)     $ 41,018       $   187,799            (78%)
 communication costs
Travel and promotion       $ 22,700       $    232,331          (90%)     $ 24,933       $   372,305            (93%)
 costs
Website Development        $      -       $    172,399    Not applicable  $     -        $   250,597      Not applicable
 costs
General,                   $  173,993     $    240,524          (28%)     $ 415,360      $   376,787             10%
administrative and other
operating costs

</TABLE>

The Company incurred depreciation and amortization expense for the three and six
months  ended June 30,  2001,  of  $151,313  and  $302,626,  respectively.  This
compares to depreciation  and  amortization  expense of $94,189 and $134,813 for
the three and six months ending June 30, 2000, respectively. The

                                       15

<PAGE>

increase in the 2001  Period is  primarily a result of  increased  property  and
equipment purchases, capitalized leases, and the amortization of capitalized web
development costs in the second half of 2000.

The Company also incurred  professional fees of $9,640 and $70,756 for the three
and six months ended June 30, 2001, respectively.  This compares to professional
fees of $376,764 and $482,243 for the three and six months ending June 30, 2000,
respectively.  The 2000  period  expenses  were  primarily  attributable  to the
Company's expansion and the Company becoming a reporting issuer.

The Company  experienced  a net loss for the three months ended June 30, 2001 of
$477,916 or $0.03 per share as compared to a net loss for the three months ended
June 30, 2000 of  $2,830,423 or $0.17 per share.  The Company  experienced a net
loss for the six months ended June 30, 2001 of  $1,316,055 or $0.07 per share as
compared to a net loss for the six months ended June 30, 2000 of  $4,967,928  or
$0.29 per share. Management believes that the decrease in the Company's net loss
was  primarily  due to the  reduction  in  operating  costs as a  result  of the
implementation  of cost-cutting  measures that were initiated in the latter part
of 2000.  The lowered  operating  costs only  partially  offset the  significant
decrease in sales attributable to the equity market conditions and its impact on
the investor service industry during the first half of 2001.

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

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in  operating  activities  for the six months ended June 30, 2001,
was $21,178 compared to net cash used in operating activities of $1,067,134 for
the six months ended June 30, 2000.  The decrease in cash used in operations was
primarily  caused by the decrease in operating  expenses  incurred in connection
with the implementation of the Company's cost reduction strategy.  Net cash used
in  investing  activities  for the six  months  ended  June 30,  2001 was $4,603
compared  with net cash used in  investing  activities  of $455,728  for the six
months  ended June 30, 2000.  The decrease in cash used in investing  activities
was primarily a result of the Company's  postponement  of capital  expenditures,
equipment purchases, and web development initiatives. Net cash used in financing
activities  was $6,497 for the six months  ended June 30,  2001,  compared  with
$40,675  for the six months  ended  June 30,  2000.  The cash used in  financing
activities  in the  2001  period  was  for the  repayment  of  principal  on the
capitalized lease obligations.

The Company  anticipates  continuing  cash  requirements to finance its business
operations (see discussion of "going concern").

GOING CONCERN

The Company has incurred  significant  losses from  operations and has generated
insufficient  operating revenue to fund its expenses.  In addition,  at June 30,
2001, the Company had a working capital deficiency of approximately  $3,100,000.
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.

In contemplation of obtaining additional financing,  the Company signed a Letter
of Agreement on January 25, 2001,  with Swartz Private  Equity,  LLC ("Swartz"),
for a $10,000,000  irrevocable  equity line of credit.  Subject to closing,  the
agreement  provides for Swartz to purchase up to  $10,000,000  of the  Company's
common stock, together with convertible warrants, over a three year period which
will be  sold  to  Swartz  at the  Company's  discretion.  The  Company  will be
required, by the terms of the agreement,  to file a registration  statement with
the Securities and Exchange  Commission (the "SEC") registering the common stock
(inclusive of the convertible  warrants) that potentially  could be issued under
the terms of the equity line of credit. The agreement prohibits the Company from
selling common stock to Swartz, until such time that its registration  statement
is  deemed  effective  by the  SEC.  In  addition,  throughout  the  term of the
agreement,  the Company would be required to maintain an effective  registration
on all common stock  covered under the agreement as a condition of selling stock
to  Swartz.  There  is no  guarantee  that the  Company  will be able to gain an
effective  registration  in a timely  manner,  if at all, and whether it will be
able to maintain an effective registration.

                                       16

<PAGE>


If the Company is  unsuccessful  in obtaining  financing  in the interim  period
prior to the contemplated  equity line of credit, it is unlikely that it will be
able to pay the  necessary  costs to  proceed  with the  equity  line of  credit
financing.  The lack of an immediate capital infusion would 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. To date, the Company has not obtained financing and
has   therefore   temporarily   halted  its  efforts  to  move  forward  on  the
aforementioned equity line of credit.

Management  anticipates that any equity financing or interim  financing would be
expected  to result in  substantial  dilution  to the  holders of the  Company's
common stock. 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,  particularly  with  respect  to
advertising  and  promotional  campaigns and may be forced to curtail certain or
all operations.

FORWARD LOOKING STATEMENTS

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.

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.

                                       17

<PAGE>


                       WALL STREET STRATEGIES CORPORATION


                                     PART II
                                OTHER INFORMATION

ITEM 1     LEGAL PROCEEDINGS

ZIA PROPERTIES

In late December 2000, Zia Properties ("the  Plaintiff")  initiated an action in
District Court, 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 (as
Landlord)  and Vacation  Emporium  International,  Inc. (as Tenant).  The amount
claimed by Zia Properties in this action is approximately $104,000.

Based on the  representations  and  discussions  between Wall Street  Strategies
Corporation  (which was formerly  known as Vacation  Emporium  Corporation)  and
Vacation  Emporium  Marketing Inc., the Company believes that Vacation  Emporium
Marketing  Inc.,  and some or all the  corporation's  shareholders,  are  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.  However,  the Company has engaged
local  counsel to represent  its  interests in this  litigation  and has filed a
third party  complaint for  indemnification  against the  principles of Vacation
Marketing Inc. Wall Street  Strategies will seek recovery from Vacation Emporium
Marketing Inc., and some or all of that corporation's shareholders,  for any and
all liabilities  the Company may have with respect to the Zia Properties  claim.
The Company can make no  assurance,  however,  regarding  the  settlement or its
liability relating to this claim.

NATIONWIDE INSURANCE COMPANY

On January 22, 2001,  Nationwide  Insurance  Company  commenced an action in the
Civil Court of the City of New York,  located in New York  County,  against Wall
Street  Strategies,  Inc., seeking $14,207 in unpaid premiums allegedly due with
respect to two insurance policies.  The Company contested the amount of premiums
actually  due  based  on  its  belief  that  those  premiums  were   incorrectly
calculated.

On June 28, 2001, the Company reached a settlement with Nationwide  Insurance in
the amount of $5,956.  The Company will make money  installments  of $500 at the
beginning of each month until the balance is paid in full.

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY

American  Express Travel Related Services  Company Inc.  (American  Express) has
filed a summons  and  complaint  on or around  April 15,  2001  naming the Chief
Executive  Officer,  a former  employee,  and the  Company  as  defendants.  The
complaint is 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.
American  Express is seeking a judgment  against the  defendants  for  corporate
credit  card  breach of  contract,  in the sum of  $298,923  (plus  legal  fees)
alleging  that the Company and the other named  defendants  violated  the agreed
upon  terms in the  Corporate  Card  Member  Agreement  which  is the  governing
document on transactions taking place on the corporate card account. The summons
and complaint was filed with the Supreme Court of the state of New York,  county
of New York, and requires the Company and the other named  defendants to respond
within 20 days of service, to avoid a default judgment.  The Company has filed a
response and is contesting certain elements of the summons and complaint.

                                       18


<PAGE>


PRAEDIUM II BROADSTONE LLC

Praedium  II  Broadstone  LLC (the  "Landlord")  filed a notice  of  non-payment
(petition) seeking eviction,  naming the Company as the defendant,  and relating
to the default on the lease for the Company's  premises at 80 Broad Street,  New
York, NY. The petitioner 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 prior
to the tenth (10th) 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  replenish the Letter of Credit in the same amount.
Furthermore,  the Company agreed that in the event of any default the warrant of
eviction should execute without any further notice from the Landlord.

GLOBAL FINANCIAL PRESS, INC.

Global Financial Press,  Inc., (the "Plaintiff") filed a summons in an adversary
proceeding  seeking to recover payment due and owing for services rendered on or
about  April 10,  2000,  for  printing  and  other  professional  services.  The
Plaintiff  is  requesting a judgment in their favor in the amount of $8,274 plus
interest,  costs,  attorneys' fees and such other relief,  as the Court may deem
appropriate.


The Company  received  notice of this  summons on August 14,  2001,  and has not
engaged counsel to represent them in this matter at this time.



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)        Exhibits


         (b)        Reports on Form 8-K
                         None

                                       19

<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 August 20, 2001         By: /s/ Charles V. Payne
                                  --------------------
                              Charles V. Payne
                              President and Chief Executive Officer

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


                                       20