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, 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

                130 William Street, Suite 401, New York, NY 10038
                                (Former Address)

     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 April 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 AND SUBSIDIARY

                          FORM 10-QSB - March 31, 2001



         Index                                                             Page
                                                                          Number
                                                                          ------
PART I  FINANCIAL INFORMATION

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

        Condensed Consolidated Statements of Operations for the                4
        three months  ended March 31, 2001 and March 31, 2000
        (unaudited)

        Condensed Consolidated Statement of Shareholders' Equity               5
        for the three months ended March 31, 2001 (unaudited)

        Condensed Consolidated Statements of Cash Flows for the                6
        three months ended March 31, 2001 and March 31, 2000
        (unaudited)

        Notes to Condensed Consolidated Financial Statements                   7
        (unaudited)

Item 2  Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                             16

PART II OTHER INFORMATION

Item 1  Legal Proceedings                                                     21
Item 2  Changes in Securities and Use of Proceeds                             22
Item 3  Defaults Upon Senior Securities                                       22
Item 4  Submission of Matters to a Vote of Security Holders                   22
Item 5  Other Information                                                     22
Item 6  Exhibits and Reports on Form 8 - K                                    22

                                       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 1996.
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 - MARCH 31, 2001

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                      (Unaudited)
                                                       March 31,   December 31,
                                                          2001          2000
                                                      -----------   -----------
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                           $        --   $    82,139
  Accounts receivable                                      11,250        29,820
  Marketable securities, available for sale,
    at market value                                           368           700
  Deferred commission expense                             203,265       246,337
  Other current assets                                    153,796       176,984
                                                      -----------   -----------

         Total current assets                             368,679       535,980

Property and equipment, net                             1,377,602     1,484,340
Deferred website development costs, net                   162,280       206,855
Restricted cash deposit                                   272,000       272,000
Security deposits                                              --        40,000
                                                      -----------   -----------

                                                      $ 2,180,561   $ 2,539,175
                                                      ===========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses               $ 2,224,603   $ 1,944,581
  Accrued compensation                                    238,947       291,495
  Capitalized lease obligations                           477,575       500,562
  Deferred subscription income                            580,756       703,817
  Shareholder loan payable                                 50,000        50,000
                                                      -----------   -----------

         Total current liabilities                      3,571,881     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 shares
  issued and outstanding                                  972,145     1,029,778

SHAREHOLDERS' EQUITY (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                           13,843,134    14,019,475
  Accumulated deficit                                 (15,025,030)  (14,186,891)
  Unearned compensation                                (1,186,559)   (1,818,627)
  Accumulated other comprehensive loss                    (13,458)      (13,125)
                                                      -----------   -----------

         Total shareholders' equity (deficit)          (2,363,465)   (1,981,058)
                                                      -----------   -----------

                                                      $ 2,180,561   $ 2,539,175
                                                      ===========   ===========

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, 2001

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

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

                                                       2001            2000
                                                   ------------    ------------
REVENUE
  Subscription income                              $    698,943    $  1,430,295
  Interest and dividends                                  4,099          14,252
  Realized gain on sale of marketable securities             --          36,118
                                                   ------------    ------------
                                                        703,042       1,480,665
                                                   ------------    ------------

COSTS AND EXPENSES
  Salaries and commissions                              873,163       2,469,652
  Other operating expenses                              275,535         358,525
  Consulting fees                                        28,110         299,685
  Payroll taxes and employee benefits                    74,904         136,274
  Professional fees                                      61,116         105,479
  Website development costs                                  --          78,198
  Depreciation and amortization                         151,313          40,624
  Rent and occupancy                                     75,040          32,089
                                                   ------------    ------------
                                                      1,539,181       3,520,526
                                                   ------------    ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                 (836,139)     (2,039,861)

Provision for income taxes                                2,000          97,644
                                                   ------------    ------------

NET LOSS                                           $   (838,139)   $ (2,137,505)
                                                   ============    ============

Basic and diluted net loss per share               $      (0.05)   $      (0.13)
                                                   ============    ============

Weighted average common shares
  outstanding                                        18,057,187      16,921,737
                                                   ============    ============

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, 2001

       CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

                        THREE MONTHS ENDED MARCH 31, 2001
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                               Accumulated
                                                                                                  other       Total
                                   Common stock       Additional                                 compre-   shareholders'  Compre-
                               --------------------     paid-in     Accumulated      Unearned    hensive      equity      hensive
                                 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 stock
  from employees                  (41,250)      (41)     (233,595)            --       233,534         --          (102)

Amortization of stock
  compensation                         --        --            --             --       398,534         --       398,534

Preferred stock conversion        379,119       379        75,621             --            --         --        76,000

Preferred stock dividend               --        --       (18,367)            --            --         --       (18,367)

Marketable securities
  valuation adjustment                 --        --            --             --            --       (333)         (333) $   (333)

Net loss, three months
  ended March 31, 2001                 --        --            --       (838,139)           --         --      (838,139) (838,139)
                               ----------   -------   -----------   ------------   -----------   --------   ----------- ---------

     Total comprehensive loss                                                                                           $(838,472)
                                                                                                                        =========

BALANCE, MARCH 31, 2001        18,447,549   $18,448   $13,843,134   $(15,025,030)  $(1,186,559)  $(13,458)  $(2,363,465)
                               ==========   =======   ===========   ============   ===========   ========   ===========
</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, 2001

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

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

                                                           2001          2000
                                                        ---------   -----------
INCREASE (DECEASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities

  Net loss                                              $(838,139) $(2,137,505)

  Adjustments to reconcile net loss to net
  cash (used in) provided by operating activities
    Depreciation and amortization                         151,313       40,624
    Realized gain on sale of marketable securities             --      (36,118)
    Stock compensation                                    398,534    1,696,870

  Changes in operating assets and liabilities
    Accounts receivable                                    18,570      (15,705)
    Deferred commission expense                            43,072     (311,035)
    Other assets                                           63,188       (4,639)
    Accounts payable and accrued expenses                 280,021      172,829
    Accrued compensation                                  (52,548)     (40,048)
    Income taxes payable                                       --       64,658
    Deferred subscription income                         (123,061)     844,288
    Accrued pension expense                                    --     (100,000)
                                                         ---------  ----------
       Net cash (used in) provided
         by operating activities                          (59,050)     174,219
                                                        ---------   ----------
  Cash flows from investing activities
    Purchase of property and equipment                         --     (125,472)
    Deferred website development costs paid                    --     (141,530)
    Cash paid for construction in progress                     --     (141,142)
    Proceeds from the sale of marketable securities            --       64,045
    Payment made for other assets                              --       (4,065)
                                                        ---------   ----------
      Net cash used in investing activities                    --     (348,164)
                                                        ---------   ----------
Cash flows from financing activities
  Re-purchase of stock from employees                        (102)          --
  Repayment of capitalized lease obligations              (22,987)          --
                                                        ---------   -----------
      Net cash used in financing activities               (23,089)          --
                                                        ---------   ----------
Net decrease in cash and cash equivalents                 (82,139)    (173,945)

Cash and cash equivalents, beginning of period             82,139    2,506,505
                                                        ---------   ----------
Cash and cash equivalents, end of period                $      --   $2,332,560
                                                        ---------   ----------
Supplemental disclosure of cash flow information
      Interest paid                                     $  13,348   $       --
                                                        ---------   -----------
      Income taxes paid                                 $      --   $   32,986
                                                        ---------   -----------

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

                                       6
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 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 months ended March 31,
     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.  The  historical  financial
     statements  prior to  September  23,  1999 are  those of WSSI.  Since  this
     transaction is in substance a  recapitalization  of WSSI and not a business
     combination,  pro forma information is not presented.  All costs associated
     with this transaction have been expensed.

                                       7
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


2    THE COMPANY (continued)

     REVERSE ACQUISITION (continued)

     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.

     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 March
     31, 2001,  the Company had a working  capital  deficiency of  approximately
     $3,200,000.  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. 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  it's  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.

                                       8
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


3    GOING CONCERN (continued)

     Upon  closing,  Swartz will be  committed to purchase a number of shares of
     the Company's common stock, as determined by the Company and subject to the
     following:  (i) the dollar amount sold on each transaction shall not exceed
     $2,000,000 and (ii) the number of shares sold in each transaction shall not
     exceed 1,500,000 shares or 15% of the aggregate share trading volume of the
     Company's  common stock during any transaction  period.  The equity line is
     structured to accommodate a series of 10 to 12 transactions per year during
     the three-year term.

     As consideration  for entering into this agreement,  the Company will issue
     to Swartz a warrant to  purchase  720,000  shares of the  Company's  common
     stock at (i) $.31 per  share or (ii) the  lowest  closing  price  for the 5
     trading  days  prior  to  date of  Swartz'  execution  of all  the  closing
     documents.  The term of this  warrant is 5 years from the date of issuance.
     In addition,  Swartz will purchase the Company's common stock at a discount
     of 7-9% of the market price. The Company, at its option, may select a floor
     price for any specified  transaction  below which the Company will not sell
     shares to Swartz under that transaction.

     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 it 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.

4    MARKETABLE SECURITIES, AVAILABLE FOR SALE

     Marketable securities available for sale, consist of the following:

                                                 Unrealized       Market
                                     Cost          loss            value
                                   ---------     ---------      ---------
     U.S. equity securities        $  13,826     $ (13,459)     $     367
                                   =========     =========      =========

                                       9
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


5    PROPERTY AND EQUIPMENT, NET

     Property and equipment consists of the following at March 31, 2001:

                                                       Estimated
                                                      useful life
                                                      -----------
     Computer equipment                                 3 years      $  898,725
     Furniture, fixtures and office equipment           5 years         461,825
     Media equipment                                    7 years         152,825
     Leasehold improvements                             10 years        274,046
                                                                     ----------
                                                                      1,787,421
     Less accumulated depreciation and amortization                     409,819
                                                                     ----------

                                                                     $1,377,602
                                                                     ==========

6    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 $13,348 for
     the three months ended March 31, 2001.

     The scheduled minimum required lease payments are as follows:

     Year ending December 31,
            2001                                 $255,397
            2002                                  216,749
            2003                                   94,685
                                                 --------
                                                  566,831
     Less amount representing interest             89,256
                                                 --------

     Present value of minimum lease payments     $477,575
                                                 ========


     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.

7    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 lessor
     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.

                                       10
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


7    COMMITMENTS AND CONTINGENCIES (continued)

     LEASES (continued)

     Approximate future minimum required lease payments are as follows:

             Year ending December 31,
                  2001                              $   253,680
                  2002                                  253,680
                  2003                                  264,955
                  2004                                  270,592
                  2005                                  270,592
             Thereafter                               1,223,301
                                                    -----------

                                                    $ 2,536,800
                                                    ===========


     The  company is  currently  in default  of its  obligation  under the lease
     agreement (see legal proceedings below).

     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 March 31,
     2001,  amounts payable to the President and Chief  Executive  Officer under
     the employment agreement is $116,696.

     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  $175,000,  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

                                       11
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


7    COMMITMENTS AND CONTINGENCIES (continued)

     EMPLOYMENT AGREEMENTS (continued)

     each of March 6, 2001,  June 6, 2001,  September 6, 2001,  December 6, 2001
     and March 6, 2002.  For the three months ended March 31, 2001  $202,375 has
     been charged to operations as a result of these transactions.

     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 the Defendants. It is uncertain
     whether  this  settlement  effort  will be  successful.  If it is not,  the
     Company  will  engage  local  counsel to  represent  its  interest  in this
     litigation.  Regardless  the  Company  will  seek  recovery  from  Vacation
     Emporium  Marketing Inc. 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 March 31,  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 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 March 31, 2001,  the Company
     has accrued approximately $250,000 related to the summons and complaint.

                                       12
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


7    COMMITMENTS AND CONTINGENCIES (continued)

     LEGAL PROCEEDINGS (continued)

     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  is  requesting  a final
     judgment awarding possession of the Company's premises to the landlord.  In
     addition,  the  petition  seeks a judgment  for rent in arrears of $70,131,
     interest,  attorney fees, and other related trial costs.  The Company is in
     the process of  preparing  its  response to the  Petition.  As of March 31,
     2001, the Company has accrued approximately $70,000 for past due rent.

     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 fess 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 cause of business
     and  severely  limit the  Company's  ability  to  conduct  normal  business
     operations going forward.

8    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  defined  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,  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.

                                       13
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


8    MANDATORY REDEEMABLE PREFERRED STOCK (continued)

     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 $60,000 in the  accompanying  condensed  consolidated
     statement of operations for the three months ended March 31, 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.

9    STOCK OPTION PLANS

     The Company has adopted two  separate  stock  option plans that provide for
     the  grant of  options  and other  forms of  incentive  awards to  selected
     officers, employees,  directors and consultants of the Company. The purpose
     of these  plans is to promote  the growth of the  Company by  enabling  the
     Company to attract and retain the best  available  persons for positions of
     substantial  responsibility  and to  provide  certain  key  employees  with
     additional  incentives and to contribute to the success of the Company. The
     Company's Board of Directors administers both plans.

     1996 COMPENSATORY STOCK OPTION PLAN

     The  Company's  1996  Compensatory  Stock Option Plan (the "1996 Plan") was
     adopted  by  the  Board  of  Directors   and  approved  by  the   Company's
     stockholders  in October  1996.  Options to purchase a maximum of 2,000,000
     shares of common  stock may be granted  under the 1996 Plan.  The 1996 Plan
     has a term of ten years and no options may be granted after expiration.  On
     December 7, 1999, the Company's Board of Directors  determined  that, after
     the grants  discussed below, no further awards would be made under the 1996
     Plan.

     The 1996 Plan  provides  for the grant of options  that are not intended to
     qualify as incentive stock options within the meaning of Section 422 of the
     Internal  Revenue Code, as amended.  Under the terms of the 1996 Plan,  the
     exercise price of the options must be at least 85% of the fair market value
     of the Company's  common stock on the date of grant.  Options granted shall
     expire no later than ten years after the date of grant.

     During 1999, the Company granted to officers,  directors, key employees and
     advisors,  options to purchase  1,153,205  shares of common stock under the
     1996 Plan.  The options  were issued as follows:  (i) 878,205  options were
     granted,  (662,205 options have been subsequently  cancelled) to two of the
     Company's  executive  officers (ii) 200,000  options were granted to two of
     the Company's  directors  which vested  immediately at an exercise price of
     $3.50 per share,  and (iii) 75,000  options  were granted to the  Company's
     Advisory  Board,  which are  exercisable  at $3.50  per  share  and  vested
     immediately.


                                       14
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                          FORM 10 -QSB - MARCH 31, 2001

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


9    STOCK OPTION PLANS (continued)

     1999 INCENTIVE STOCK PROGRAM

     The Company's 1999 Incentive Stock Program (the "1999 Program") was adopted
     by the Board of Directors and approved by the stockholders during 1999. The
     1999 Program  permits the granting of stock  options,  including  incentive
     stock options,  stock appreciation rights with or without stock options and
     restricted stock grants.

     The actual  number of shares  that may be issued or  transferred  under the
     1999  Program is  5,000,000  subject to certain  adjustments.  The  maximum
     number of shares for which  options  and stock  appreciation  rights may be
     granted  under the 1999 Program to any person  during any calendar  year is
     500,000.

     Through  March 31,  2000,  the  Company has  granted to its  officers,  key
     employees,  and advisors,  options to purchase  1,932,000 shares (1,025,000
     shares have been  subsequently  cancelled)  of common  stock under the 1999
     Program.  These  grants are  exercisable  at prices  ranging from $1.875 to
     $10.00  per share,  the fair value at the date of grant,  and vest over two
     years commencing on the date of issuance.

10   SHAREHOLDERS' EQUITY

     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 (8 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 three months ended March 31, 2001 $196,159
     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

11   RETIREMENT PLANS

     In  January  1996,  WSSI  adopted  a Profit  Sharing  Plan on behalf of its
     employees  whereby  contributions to the plan are made at the discretion of
     management and no contributions are made by employees. In January 2000, the
     Profit  Sharing  Plan was amended to add a salary  deferral  feature  under
     Section 401(k) of the Internal Revenue Code of 1986, as amended. Under such
     feature,  an  employee  may elect to have  part of his or her  compensation
     contributed  on a  before-tax  basis  to  the  Plan.  Such  salary-deferred
     contributions are 100% vested at all times.

     Management has not provided for any contributions to the Plan for the three
     months ended March 31, 2001 and 2000.

                                       15
<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 first 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 that the media regularly turns to 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 unique 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 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. In May and June, 2000, the Company signed agreements with
ConSors  AG, an online  brokerage  firm in  Europe;  with  Interactive  Investor
International,  a  provider  of  investment  advice for  individuals;  with Data
Broadcasting Corporation,  a financial market data provider; and with CyBerCorp,
Inc., a subsidiary of the Charles Schwab  Corporation  that supplies  electronic
trading technology and brokerage services,  to provide their clients with equity
research  on U.S.  equities  and links to the  Company's  website.  Each of such
agreements is for an initial  period of one year and  thereafter  for successive
periods of one year each unless  terminated by the parties with the exception of
the  agreement  with  CyBerCorp,  Inc.  which  is for a one year  period  unless
extended by mutual agreement of the parties. In August 2000, the Company entered
into an  agreement  with  Multex.com  to provide  Wall Street  Strategies,  Inc.
proprietary  research  across various  Multex.com  distribution  platforms.  The
Citation Group, a division of Merrill Lynch,  entered into an agreement with the
Company  in  August  2000 to make  available  to  their  customers  Wall  Street
Strategies Inc. equity analysis and investment  services delivered via fax, web,
wireless  devices  and  e-mail.  The  aforementioned  agreements  and  strategic
relationships  provide  for various  revenue  sharing  arrangements  between the
Company  and its  partners.  The  Company  has not been  able to  establish  any
significant  revenues  from the  aforementioned  alliances  to date.  Management
believes that these and other future strategic  distribution  relationships will
provide an

                                       16
<PAGE>


important platform to reach additional institutional and individual investors.

During the first quarter 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 was  significantly  lower as compared to
the  first  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  quarter  of 2001.  The cost
cutting measures only partially  offset the significant  reduction in revenue as
the Company  continued to incur operating  losses in the first 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 March 31, 2001, the Company had a
working capital deficiency of approximately  $3,200,000.  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 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.

The actions taken by creditors including the secured creditor on the capitalized
lease  obligations and the landlord,  will force the Company to incur legal fess
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 March 31, 2001, the Company had approximately 3,900 active subscribers. As
of such date, the Company also had  approximately  8,100 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 months ended March 31,  2001,  and 2000,  was $698,943 and
$1,430,295, respectively. The Company's 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.

RESULTS OF OPERATIONS

Total revenue for the three months ended March 31, 2001 (the "2001  period") and
2000 (the "2000  period")  was  $703,042 and  $1,480,665  respectively.  Revenue
declined  53% in the 2001  period as compared  to the 2000  period.  Income from
sales of subscriptions to the Company's  products  represented nearly all of the
Company's revenue in both periods. 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 quarter 2001. The
Company  realized no gain or loss on the sale of  marketable  securities  in the
three months ended March 31, 2001 period,  compared with a gain from the sale of
marketable securities of $36,118 for the three months ended March 31, 2000.

The Company's decline in revenues was partially offset by decreases in operating
expenses,  for the three months ended March 31, 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
option grants to certain key employees and management personnel. Total operating
expenses  were  approximately  $1.5 million for the three months ended March 31,
2001, a decrease of 56% from the $3.5  million in operating  costs for the three
months  ended March 31, 2000.  Included in  operating  expenses are salaries and
commissions


                                       17
<PAGE>


of $873,163 for the three months ended March 31, 2001,  and  $2,469,652  for the
three months ended March 31, 2000. These amounts  represent a decrease of 65% in
the comparable three month periods. Included in salaries and commissions for the
three  months  ended March 31,  2001,  and 2000,  are  $398,534  and  $1,471,292
respectively,  related  to stock  compensation.  Excluding  stock  compensation,
salaries and commissions for the three months ended March 31, 2001 was $474,629,
and  $998,360  for the three  months  ended March 31,  2000.  Payroll  taxes and
employee  benefits  decreased to $74,904 in the 2001 period from $136,274 in the
2000 period,  a decrease of 45%. 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 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  months ended March 31, 2001,  and 2000,  the Company  incurred
consulting  fees  of  $28,110  and  $299,685,  respectively.  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 months ended March 31, 2001 and the
three months ended March 31, 2000 were $0 and $225,578, respectively.

Rent and occupancy  costs  increased to $75,040 for the three months ended March
31, 2001, from $32,089 in the comparable  period.  This 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:

                                    For the three months ended
                                       March 31,     March 31,     % (Decrease)
Expense                                  2001          2000          Increase
--------------------------------------------------------------------------------

Telephone and communication costs       $ 31,935     $ 82,288         (61%)
Travel and promotion costs              $  2,233     $141,433         (98%)
Website Development costs               $     --     $ 78,198     Not applicable
General, administrative and other
  operating costs                       $241,367     $134,804          79%


The Company incurred  depreciation and amortization  expense of $151,313 for the
three months ended March 31, 2001,  and $40,624 for the three months ended March
31,  2000.  The  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.

The Company  also  incurred  professional  fees of $61,116 and  $105,479 for the
three months ended March 31, 2001,  and 2000,  respectively.  These expenses are
primarily attributable to the Company's compliance as a reporting issuer.

The Company  experienced a net loss for the three months ended March 31, 2001 of
$838,139,  or $0.05 per  share as  compared  to a net loss for the three  months
ended March 31, 2000 of $2,137,505 or $0.13 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 quarter 2001.

                                       18
<PAGE>


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 by operating activities for the three months ended March 31, 2001,
was $59,050  compared to net cash  provided by operating  activities of $174,219
for the three months ended March 31, 2000.  The  reduction in cash provided from
operations  was primarily  caused by the decrease in sales activity and the cash
flow  associated  with a  decline  in  subscription  revenues.  Net cash used in
investing  activities  for the three months ended March 31, 2001 was $0 compared
with net cash used in  investing  activities  of $348,164  for the three  months
ended March 31,  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  $23,809  for the  2001  period,  compared  with $0 for the 2000
period.  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").

Historically,  the Company has raised a total of $4,000,000 through two separate
private placements. Prior to July 1999, the Company relied on operating revenues
to provide its  capitalization.  To provide the capital necessary to finance the
Company's goals of growing its customer subscriber base,  establishing a branded
web presence,  and  positioning  itself to participate  in strategic  alliances,
capitalization  initiatives beyond its historic capital source were necessary to
provide the financing platform.  On September 23, 1999, the Company received net
proceeds of $3 million  from the sale of 600,000  shares of its Common  Stock at
$5.00 per share. These shares were issued to three accredited  investors;  Bamby
Investments  Limited,  a private  investment  company  based in the Bahamas;  HK
Partners LLC, a private limited  liability company engaged in making real estate
and securities investments that is based in Denver, Colorado; and Gerald Turner,
one of the Company's directors.

On August 18,  2000,  the  Company  sold to an  unrelated  accredited  investor,
pursuant to Regulation S, 10 shares of Series A Convertible  Preferred Stock and
a warrant  exercisable  over a five year  period to  purchase  80,000  shares of
common stock at $3.00 per share for an aggregate  consideration  of  $1,000,000,
realizing  net  proceeds of $995,000  after  payment of certain  expenses of the
investor,  but not including the expenses in connection  with the preparation of
the  registration  statement  registering the shares issuable upon conversion of
the Preferred Stock and exercise of the warrants

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,
2001, the Company had a working capital deficiency of approximately  $3,200,000.
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 it's 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.

                                       19
<PAGE>


Upon  closing,  Swartz will be  committed  to purchase a number of shares of the
Company's  common  stock,  as  determined  by the  Company  and  subject  to the
following:  (i) the  dollar  amount  sold on each  transaction  shall not exceed
$2,000,000  and (ii) the  number of shares  sold in each  transaction  shall not
exceed  1,500,000  shares or 15% of the aggregate  share  trading  volume of the
Company's  common  stock  during any  transaction  period.  The  equity  line is
structured to accommodate a series of 10 to 12 transactions  per year during the
three-year term.

As  consideration  for entering into this  agreement,  the Company will issue to
Swartz a warrant to purchase 720,000 shares of the Company's common stock at (i)
$.31 per share or (ii) the lowest  closing price for the 5 trading days prior to
date of Swartz' execution of all the closing documents. The term of this warrant
is 5 years from the date of  issuance.  In  addition,  Swartz will  purchase the
Company's common stock at a discount of 7-9% of the market price. The Company at
its option may select a floor price for any  specified  transaction  below which
the Company will not sell shares to Swartz under that transaction.

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  it  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.

                                       20
<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. If it is not, the Company will engage
local counsel to represent its interests in this  litigation.  Regardless,  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.  Wall Street Strategies,  Inc., contests the
amount of premiums  actually  due based on its belief that those  premiums  were
incorrectly calculated. Currently, Wall Street Strategies, Inc., is working on a
settlement  based  on  information  it  has  provided  to  Nationwide  Insurance
concerning the premium computation originally used by them.

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 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,  country  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.

                                       21
<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 is  requesting  a final  judgment  awarding
possession of the Company's premises to the landlord. In addition,  the petition
seeks a judgment for rent in arrears for $70,131,  interest,  attorney fees, and
related  other  trial  costs.  The Company is in the  process of  preparing  its
response to the notice of petition of non-payment.


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

                                       22
<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 17, 2001                 By: /s/ Charles V. Payne
                                               --------------------
                                           Charles V. Payne
                                           President and Chief Executive Officer

                                           By: /s/ Ian Bress
                                               --------------------
                                           Ian Bress
                                           Chief Financial Officer



                                       23