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, 2002.

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

                        COMMISSION FILE NUMBER 000-29499

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

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

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

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

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part II of this Form 10-QSB
or any amendment to this Form 10-KSB. [X]

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

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                                    Yes X   No
                                        -

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (Title of Class)


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

            Transitional Small Business Disclosure Format (check one)

Yes          No   X
   -------     -------

<PAGE>
                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                           FORM 10-QSB - June 30, 2002

           Index                                                           Page
                                                                          Number

PART I     FINANCIAL INFORMATION

Item 1     Financial Statements

           Condensed Consolidated Balance Sheets at June 30, 2002             3
           and December 31, 2001 (unaudited at June 30, 2002)

           Condensed Consolidated Statements of Operations for the            4
           three months   ended June 30, 2002 and June 30, 2001
           and the six months ended June 30, 2002 and June 30, 2001
           (unaudited)

           Condensed Consolidated Statement of Shareholders' Deficit          5
           for the six months ended June 30, 2002 (unaudited)

           Condensed Consolidated Statements of Cash Flows for the            6
           six months ended June 30, 2002 and June 30, 2001
           (unaudited)

           Notes to Condensed Consolidated Financial Statements               7
           (unaudited)

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

PART II    OTHER INFORMATION

Item 1     Legal Proceedings                                                 15
Item 2     Changes in Securities and Use of Proceeds                         15
Item 3     Defaults Upon Senior Securities                                   15
Item 4     Submission of Matters to a Vote of Security Holders               15
Item 5     Other Information                                                 15
Item 6     Exhibits and Reports on Form 8 - K                                15


                                       2
<PAGE>

 PART I - FINANCIAL INFORMATION

 ITEM 1 - FINANCIAL STATEMENTS

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                           FORM 10-QSB - JUNE 30, 2002

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    (Unaudited)
                                                                                      June 30,             December 31,
                                                                                        2002                  2001
                                                                                  ------------            ------------
<S>                                                                               <C>                     <C>
 ASSETS

 CURRENT ASSETS
      Cash and cash equivalents                                                   $     41,763            $     89,614
      Accounts receivable                                                               15,125                  10,838
      Deferred commission expense                                                      201,013                 272,881
      Marketable securities, available for sale, at market value                          --                      --
      Other current assets                                                              24,089                  31,833
                                                                                  ------------            ------------
      Total current assets                                                             281,990                 405,166

 Property and equipment, net                                                           753,860                 920,473
 Security deposits                                                                     270,592                 270,592
                                                                                  ------------            ------------
                                                                                  $  1,306,442            $  1,596,231
                                                                                  ============            ============
 LIABILITIES AND SHAREHOLDERS' DEFICIT

 CURRENT LIABILITIES
      Accounts payable and accrued expenses                                       $  2,131,417            $  2,247,766
      Accrued compensation                                                             524,850                 516,680
      Capitalized lease obligations                                                    464,313                 464,313
      Deferred subscription income                                                     574,323                 779,660
      Investor loan payable                                                            130,000                  50,000
      Shareholder loan payable                                                          38,854                  79,854
                                                                                  ------------            ------------
      Total current liabilities                                                      3,863,757               4,138,273
                                                                                  ------------            ------------
 COMMITMENTS AND CONTINGENCIES

Redeemable series A convertible preferred stock- 8%
      cumulative, $.001 par value; 5,000,000 shares authorized;
      9.24 shares issued and outstanding, stated at                                  1,063,280               1,026,826
                                                                                  ------------            ------------
 SHAREHOLDERS'  DEFICIT
      Common stock, $.001 par value; 50,000,000 shares
      authorized; 18,447,549 shares issued and outstanding                              18,448                  18,448
      Additional paid-in capital                                                    13,751,999              13,788,453
      Accumulated deficit                                                          (17,391,042)            (17,173,397)
      Unearned compensation                                                               --                  (202,372)
                                                                                  ------------            ------------
      Total shareholders' deficit                                                   (3,620,595)             (3,568,868)
                                                                                  ------------            ------------
                                                                                  $  1,306,442            $  1,596,231
                                                                                  ============            ============
</TABLE>

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


                                       3

<PAGE>

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                           FORM 10-QSB - JUNE 30, 2002

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  Three months ended                      Six months ended
                                                                        June 30,                               June 30,
                                                           --------------------------------        --------------------------------

                                                                2002                2001                2002               2001
                                                           ------------        ------------        ------------        ------------
<S>                                                        <C>                 <C>                 <C>                 <C>
REVENUE
     Subscription income                                   $    512,551        $    587,427        $  1,205,892        $  1,286,370
     Consulting income                                           20,000             217,000              20,000             217,000
     Other income                                               119,844                --               119,844                --
     Interest and dividends                                        --                 2,488                --                 6,587
                                                           ------------        ------------        ------------        ------------
                                                                652,395             806,915           1,345,736           1,509,957
                                                           ------------        ------------        ------------        ------------
COSTS AND EXPENSES
     Salaries and commissions                                   330,896             759,471             908,131           1,632,634
     Other operating expenses                                   143,376             203,776             246,635             481,311
     Depreciation and amortization                               83,307             151,313             166,613             302,626
     Rent and occupancy                                          72,231              74,305             146,078             149,345
     Professional fees                                           86,907               9,640             116,737              70,756
     Payroll taxes and employee benefits                         41,461              58,793              77,873             133,697
     Consulting fees                                             23,615              27,533              46,500              55,643
                                                           ------------        ------------        ------------        ------------
                                                                781,793           1,284,831           1,708,567           2,826,012
                                                           ------------        ------------        ------------        ------------

LOSS BEFORE OTHER INCOME                                       (129,398)           (477,916)           (362,831)         (1,316,055)

Income from settlement of liabilities                           116,181                --               145,186                --
                                                           ------------        ------------        ------------        ------------

NET LOSS                                                   $    (13,217)       $   (477,916)       $   (217,645)       $ (1,316,055)
                                                           ============        ============        ============        ============
Basic and diluted net loss per share                       $      (0.00)       $      (0.03)       $      (0.01)       $      (0.07)
                                                           ============        ============        ============        ============

Weighted average common shares
     outstanding                                             18,447,549          18,154,582          18,429,593          18,095,426
                                                           ============        ============        ============        ============
</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, 2002

           CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

                         SIX MONTHS ENDED JUNE 30, 2002
                                  (UNAUDITED)

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

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

 Preferred stock dividend                        --             --          (36,454)           --              --           (36,454)

 Net loss, six months
      ended June 30, 2002                        --             --             --          (217,645)           --          (217,645)
                                           ----------   ------------   ------------    ------------    ------------    ------------

 BALANCE, JUNE 30, 2002                    18,447,549   $     18,448   $ 13,751,999    $(17,391,042)   $       --      $ (3,620,595)
                                           ==========   ============   ============    ============    ============    ============
</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, 2002

                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       Six months ended
                                                                           June 30,
                                                                  --------------------------
                                                                     2002           2001
                                                                  -----------    -----------
<S>                                                               <C>            <C>
INCREASE (DECEASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES

     NET LOSS                                                     $  (217,645)   $(1,316,055)

     ADJUSTMENTS TO RECONCILE NET LOSS TO NET
     CASH USED IN OPERATING ACTIVITIES
         Depreciation and amortization                                166,613        302,626
         Stock compensation                                           202,372        797,068
         Settlement of liabilities                                   (145,186)          --
         Marketable securities received for services                     --         (177,000)

     CHANGES IN OPERATING ASSETS AND LIABILITIES
         Accounts receivable                                           (4,287)        22,250
         Deferred commission expense                                   71,868         56,979
         Other current assets                                           7,744        162,965
         Accounts payable and accrued expenses                         28,837        293,137
         Accrued compensation                                           8,170           (352)
         Deferred subscription income                                (205,337)      (162,796)
                                                                  -----------    -----------

            Net cash used in operating activities                     (86,851)       (21,178)
                                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                  --           (4,603)
                                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Re-purchase of stock issued to employees                            --             (102)
     Repayment of capitalized lease obligations                          --          (36,249)
     Proceeds from investor loan payable                               80,000           --
     Proceeds from shareholder loan payable                              --           29,854
     Repayment of shareholder loan payable                            (41,000)          --
                                                                  -----------    -----------

            Net cash provided by (used in) financing activities        39,000         (6,497)
                                                                  -----------    -----------

NET DECREASE  IN CASH AND CASH EQUIVALENTS                            (47,851)       (32,278)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $    41,763    $    49,861
                                                                  -----------    -----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
         Interest paid                                            $     1,066    $    25,454
                                                                  -----------    -----------
</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, 2002

              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  of  America  applicable  to  interim
         financial  statements.  Accordingly,  they  do not  include  all of the
         information  and  notes  required  for  a  complete  set  of  financial
         statements.  In the  opinion of the  management,  all  adjustments  and
         reclassifications  considered  necessary  for  a  fair  and  comparable
         presentation  have been included and are of a normal recurring  nature.
         Operating  results  for the three  months  ended June 30,  2002 are not
         necessarily indicative of the results that may be expected for the year
         ending  December  31,  2002.  These  condensed  consolidated  financial
         statements  should be read in  conjunction  with the  December 31, 2001
         consolidated  financial  statements  and notes thereto  included in the
         Company's   Form  10-KSB  filed  with  the   Securities   and  Exchange
         Commission.  The accounting  policies used in the  preparation of these
         condensed  consolidated  financial statements are consistent with those
         described in the December 31, 2001 consolidated financial statements.

2        THE COMPANY

         ORGANIZATION

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

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

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

         BUSINESS

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

3        GOING CONCERN

         The accompanying  condensed consolidated financial statements have been
         prepared  assuming


                                       7
<PAGE>

         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, 2002,
         the  Company  had  a  working  capital   deficiency  of   approximately
         $3,852,000. The Company is delinquent on most of its trade payables and
         has defaulted on its capitalized lease  obligations.  The delinquencies
         with vendors and the default on the capitalized  lease obligations have
         prompted several  creditors to threaten legal  collection  action or in
         some cases file a complaint and summons for amounts due on trade credit
         extended to the Company. These factors, among others, raise substantial
         doubt about the Company's  ability to continue as a going concern.  The
         ability of the  Company to continue  as a going  concern is  contingent
         upon it obtaining  additional debt and/or equity capital  financing and
         increasing  its  revenues.   The  accompanying  condensed  consolidated
         financial  statements do not include any adjustments  that might result
         from the outcome of this uncertainty.

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

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

         The Company is currently exploring additional  financing  alternatives.
         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.

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

4        CAPITALIZED LEASE OBLIGATIONS

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

         Interest expense under the capitalized lease obligations was $6,745 and
         $14,891  for the three and six months  ended June 30,  2002 and $12,106
         and $25,454 for the three and six months ended June 30, 2001.

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

5        COMMITMENTS AND CONTINGENCIES

         LEASES

         On  November  23,  1999,  the  Company  entered  into a ten-year  lease
         agreement for office space


                                       8
<PAGE>

         located in New York  City.  In  accordance  with the terms of the lease
         agreement, the Company issued a letter of credit to the Landlord in the
         approximate  amount of $270,592  for which the Company was  required to
         maintain a cash deposit as  collateral in a separate  interest  bearing
         account.

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

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

         As of June 30,  2002,  the Company  owed $20,535 in past due rent under
         the terms of this agreement. The Company received a waiver for the June
         payment of $10,000 from the landlord.

         LEGAL PROCEEDINGS

         ZIA PROPERTIES

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

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

         The Company has engaged  local  counsel to represent  its  interests in
         this  litigation and has received a judgment  against the principals of
         Vacation Emporium Marketing for an amount to be determined based on any
         judgment brought against the Company.

         Zia Properties  subsequently  filed a Motion for Summary  Judgment (the
         "Motion") on December 5, 2001.  On April 23, 2002,  the Company filed a
         response to the Motion.  On July 23, 2002, the Company responded to the
         Plaintiff's Interrogatories. A trial date has been set for September 3,
         2002, unless a settlement can be reached prior to this date.

         As of June 30, 2002, the Company has accrued for amounts due under this
         claim.

         AMERICAN EXPRESS TRAVEL RELATED SERVICES

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


                                       9
<PAGE>

         against the defendants for corporate  credit card breach of contract in
         the sum of approximately $299,000. The Company has filed a response and
         is contesting  certain elements of the summons and complaint.  On March
         28, 2002,  the Company paid $5,000,  as part of a stipulation  to allow
         time  to  gather  additional   information  and  to  try  and  reach  a
         settlement. Currently, a trial date has been set for September 3, 2002,
         however,  the Company is attempting to reach a settlement with American
         Express.

         As of June 30,  2002,  the Company has accrued  approximately  $250,000
         related to the summons and complaint with American Express.

         NOUS INFOSYSTEMS PVT. LTD.

         On April 29, 2002,  the Company  received a civil  action  summons from
         Nous Infosystems PVT. LTD., naming it along with Hub City Media,  Inc.,
         International  Integrated  Solutions,  LTD.,  and Steve  Giovannetti as
         defendants  for breach of contract and damages of $51,220.  The Company
         believes that this claim is without merit,  as the Company did not have
         any contracts with Nous Infosystems and it intends to vigorously defend
         this claim. The Company responded to this summons on July 02, 2002.

         STEVENS COMMUNICATIONS

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

         While the Company was in  discussions  to resolve this matter,  Stevens
         received a judgment  on February  22,  2002 in the amount of  $166,141,
         plus attorney's fees of $1,641. On August 2, 2002, the Company received
         a notice from  Stevens'  attorney to collect the debt.  The Company has
         thirty  days to  dispute  the  amount of the debt.  The  Company  fully
         intends to dispute the amount of these  charges.  No assurances  can be
         made as to the final settlement.

         As of June 30, 2002, the Company has accrued  $166,141  related to this
         judgment.

         PENDING CREDITORS' CLAIMS

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

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

6        REDEEMABLE PREFERRED STOCK

         On  August  18,  2000,  the  Company  sold 10  shares  of its  Series A
         Convertible  Preferred Stock and a warrant exercisable over a five-year
         period,  to purchase 80,000 shares of the Company's  common stock at an
         exercise  price of $3.00 per  share,  for  aggregate  consideration  of
         $1,000,000. The Company realized net proceeds of $995,000 after payment
         of certain  expenses for the investor,  but before expenses  related to
         the preparation of the Registration  Statement as discussed below. Each
         share of Series A Convertible Preferred Stock (i) has a stated value of
         $100,000,  (ii) is  entitled  to receive a dividend  equal to 8% of the
         stated  value on a  cumulative  basis  payable in cash or shares of the
         Company's  common  stock  at the  option  of the  purchaser,  (iii)  is
         convertible  into  shares of the  Company's  common  stock based on the
         lower  of (a)  $2.25  or


                                       10
<PAGE>

         (b) 80% of the average of the three lowest closing bid prices in the 20
         trading days  immediately  preceding the conversion  date, and (iv), to
         the extent not converted, must be redeemed three years from the date of
         issuance in cash or in shares of common stock at the Company's  option.
         The  Series  A  Convertible  Preferred  Stock  is  non-voting  and  has
         liquidation  preferences  to  junior  security  holders  equal  to  the
         adjusted stated value per share.  In connection with this  transaction,
         on October 16, 2000,  the Company filed a  registration  statement with
         the  Securities and Exchange  Commission  relating to the resale of the
         shares  of  common  stock  issuable  upon  conversion  of the  Series A
         Convertible Preferred Stock and upon exercise of the warrant.

         Under the terms of the subscription agreement (covering the issuance of
         the  Series  A  Preferred  Stock),  if the  registration  has not  been
         declared effective by December 1, 2000, the Company is obligated to pay
         in the form of  liquidated  damages,  an amount equal to 2% of the face
         value of the preferred  stock for every 30-day period.  The Company has
         recorded  charges of $110,880  for the six months  ended June 30, 2002,
         relating to this  provision and will continue to accrue charges in 2002
         unless  there is an  effective  registration  or until the  Shares  are
         eligible  for resale under Rule 144 (k).  Due to the  Company's  recent
         cash flow and liquidity problems,  pursuit of an effective registration
         has not been made.  The  Company  has the right to redeem the shares of
         Series A  Convertible  Preferred  Stock then  outstanding  upon 10 days
         notice and payment to the  purchaser  of an amount equal to 125% of the
         stated value upon an effective registration.

         If the Series A Convertible  Preferred Stock were converted on June 30,
         2002, the Company would be required to issue  approximately  57,750,000
         shares of the Company's common stock.

7        WTC BUSINESS RECOVER GRANT

         On March 25,  2002 the  Company  filed an  application  with the Empire
         State Development (ESD) for the WTC Business Recovery Grant Program for
         the loss of revenues due to the September 11, 2001,  World Trade Center
         Disaster. On April 30, 2002, the Company received a $109,575 grant from
         this program and has included this amount as other operating  income in
         the accompanying condensed consolidated statement of operations.


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

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

OVERVIEW

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

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

We have  benefited  from the  prominence  of our CEO and  spokesperson,  Charles
Payne, as an analyst to whom the media regularly turns for expert  commentary on
the equity  markets.  Mr.  Payne has  appeared


                                       11
<PAGE>

on  ABC  World  News,  CNNFn,  BBC  Television,   CBS  Market  Watch  and  other
finance-oriented  programming.  We plan on  continuing  our  strategy of gaining
media exposure to build brand recognition and to promote our products.

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

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

The three months ended June 30, 2002 (the "2002 Period") were  characterized  by
flat sales primarily attributable to the downturn in the U.S. equity markets and
economy,  which were offset by a reduction in expenses.  The  reduction in costs
included reduced salaries and commission along with the associated payroll taxes
and employee  benefits due to a reduction in subscription  income and personnel,
depreciation  and   amortization,   as  well  other  strategic  and  operational
initiatives.  It is not  anticipated  that  there  will be  further  significant
decreases in operational expenses in 2002.

We  have  incurred   significant  losses  from  operations  and  have  generated
insufficient  operating revenues to fund our expenses.  In addition, at June 30,
2002, we had a working capital  deficiency of  approximately  $3,852,000.  These
factors, (among others) raise substantial doubt about our ability to continue as
a going  concern.  Our  ability to  continue  to  operate as a going  concern is
contingent  upon  our  obtaining  additional  debt  and/or  equity  capital  and
increasing our revenues.  If we are unable to obtain additional  financing there
will be a depletion of available capital.  The severe limitations imposed by the
resulting  capital  deficiency  will cause a certain  interruption in continuing
business. See discussion of Liquidity and Capital Resources below.

RESULTS OF OPERATIONS

As of June 30,2002, we had approximately 12,000 total users of our free and paid
services.  We experienced a reduction in our active  subscriber list due in part
to a reduction  in  subscribers  as well as a  consolidation  of our  databases.
Furthermore,  as a result of the failure of some of the major  Internet  Service
Providers, a substantial number of email host and addresses have become invalid.
We will  continue  our efforts to convert  users of our free service into paying
subscribers. Total revenue for the three and six months ended June 30, 2002, are
$652,395  and  $1,345,736,  respectively.  Revenue  for the  three and six month
periods ended June 30, 2001, are $806,915 and $1,509,957, respectively. Included
in the total revenue for the second quarter of 2002, is a grant we received from
the WTC for $109,575 for a loss of revenues due to the September 11, World Trade
Center disaster. This amount has been recorded as other operating income. In the
second  quarter  2002,  we had  consulting  revenues  of $20,000 as  compared to
$217,000 in the second quarter of 2001. Our subscription revenues were basically
flat  from the  prior  year  period.  Our  primary  business  and  revenues  are
concentrated in the investor services industry and as such have been susceptible
to downturns in the equity  market as well as other  conditions  that  adversely
impact broker services, individual investors, and online trading. Any decline in
the U.S.  equity  market,  whether it is long term or  otherwise,  has and could
continue  to  adversely  affect our revenue and  potentially  create  additional
losses.

We have continued our effort to reduced operating  expenses during the three and
six  months  ended  June 30,  2002.  Total  operating  expenses  decreased  from
$1,284,831  and  $2,826,012  for the three and six months  ended June 30,  2001,
respectively, to $781,793 and $1,708,567 for the three and six months ended June
30 2002,  respectively.  These amounts represent a decrease of 39% for the three
month  period and a 40% decrease  for the six month  period,  as compared to the
same prior year periods.

Included in costs and  expenses are  salaries  and  commissions  of $330,896 and
$908,131  for the three and six months ended June 30,  2002,  respectively,  and
$759,471  and  $1,632,634  for the  three and six  months  ended  June 30,  2001
respectively. These amounts represent a decrease of 64% for the comparable three


                                       12
<PAGE>

month period and 44% for the  comparable  six month period in 2001.  Included in
salaries and commissions for the three and six month period ended June 30, 2002,
are expenses of $0 and $202,372, respectively,  related to amortization of stock
compensation.  All  expenses  related  to stock  compensation  have  been  fully
amortized  as  of  the  first   quarter  ended  March  2002.   Excluding   stock
compensation, salaries and commissions for the three and six month period ending
June 30, 2002 are  $330,896 and  $705,759,  a decrease of 8% for the three month
period and 16% over the  comparable  six month 2001  period.  Payroll  taxes and
employee benefits  decreased to $41,461 and $77,873 for the three and six months
ending June 30, 2002, respectively,  as compared to $58,793 and $133,697 for the
three and six months ended June 30, 2001 respectively. This represents decreases
of 29% and 42% for the three and six months  ending June 30, 2002 as compared to
the same prior year periods.  Salaries and commissions continue to represent the
most substantial  portion of the operating  expenses.  We realized  decreases in
payroll  taxes  and  employee  benefits  due to a  reduction  in the  number  of
employees. If we are successful in obtaining the financing we are seeking and/or
increasing revenues, we will continue our efforts to retain personnel and resume
recruiting  additional  personnel.  As a  result,  we  anticipate  corresponding
increases  in expenses  attributable  to salaries  and  commissions,  as well as
increased commissions payable as subscription sales increase.

We decreased our costs and expenses in a number of other areas for the three and
six months  ending June 30, 2002 as compared to the same prior year  period.  We
incurred  depreciation  and  amortization  expense  for the three  month and six
months ended June 30, 2002, of $83,307 and $166,613,  respectively,  compared to
$151,313  and  $302,626  for the three and six months  ended June 30,  2001.  We
reduced our other operating  expenses to $143,376 and $246,635 for the three and
six months ended June 30, 2002,  respectively.  This compares to other operating
expenses of $203,776  and  $481,311  for the three and six months ended June 30,
2001,  respectively.  We incurred  professional fees of $86,907 and $116,737 for
the three and six months ended June 30, 2002,  respectively,  compared to $9,640
and $70,756 for the three and six months ended June 30 2001,  respectively.  The
increase in  professional  fees is due  principally  to an increase in temporary
staffing and contractors. We do not anticipate any future significant reductions
in our operating expenses.

We have been  attempting  to settle  our past due  liabilities  with some of our
creditors.  For the three and six months ended June 30, 2002, we recorded income
from the  settlement  of some of these  liabilities  of $116,181  and  $145,168,
respectively.

We  experienced a net loss of $13,217,  or $.00 per share,  for the three months
ended June 30,  2002,  as compared to a net loss for the three months ended June
30, 2001, of $477,916,  or $.03 per share. We experienced a net loss for the six
months ended June 30, 2002, of $217,645,  or $.01 per share as compared to a net
loss for the six months  ended June 30, 2001 of  $1,316,055,  or $.07 per share.
The  decrease  in our net loss was due to the  reduction  in stock  compensation
charge described  above,  decreased  salaries and  commissions,  income from the
settlement of liabilities  and operating  expenses  relating to our cost cutting
initiatives.

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

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in  operating  activities  for the six months ended June 30, 2002,
was $86,851,  compared with net cash used in operating activities of $21,178 for
the six months ended Jun 30, 2001.  The increase in cash used in operations  was
primarily  caused by an overall  increase in our operating  expenses paid. There
were no website amortization charges in the 2002 period as all costs capitalized
in connection with our website  infrastructure have been fully amortized.  As of
June 30, 2002, all expenses  associated with stock  compensation have been fully
amortized.  Net cash provided by financing  activities  for the six months ended
June 30, 2002, was $39,000  compared with net cash used in financing  activities
of $6,497 for the six months ended June 30, 2001.  This increase is  principally
due to a  loan  of  $80,000  received  from a  potential  investor  (see  below)
partially offset by the repayment of $41,000 of shareholder loans.

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


                                       13
<PAGE>

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

MANAGEMENT

Daliah Amar, our Chief  Operating  Officer,  has assumed the role and associated
duties of the Chief  Financial  Officer.  Presently,  we have two board members,
Charles Payne and Gerald Turner.  Our Chief  Executive  Officer,  Charles Payne,
assumed the role of the Chairman.

GOING CONCERN

We  have  incurred   significant  losses  from  operations  and  have  generated
insufficient  operating revenue to fund our expenses.  In addition,  at June 30,
2002, we had a working capital  deficiency of approximately  $3,852,000.  Due to
our cash deficiency,  we are currently  delinquent on most of our trade payables
and have defaulted on our capitalized lease obligations.  The delinquencies with
vendors and the  default on the  capitalized  lease  obligations  have  prompted
several  creditors to threaten legal  collection  action or in some cases file a
complaint  and summons for amounts  due on trade  credit  extended to us.  These
factors (among others) raise  substantial doubt about our ability to continue as
a going  concern.  Our  ability to  continue  to  operate as a going  concern is
contingent upon our obtaining additional debt and/or equity capital.

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

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

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

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

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

FORWARD LOOKING STATEMENTS

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

This Form 10-QSB and other  reports  filed by the Company from time to time with
the Securities and Exchange  Commission  (collectively the "Filings") contain or
may contain  forward  looking  statements  and


                                       14
<PAGE>

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.


WALL STREET STRATEGIES CORPORATION

                                     PART II
                                OTHER INFORMATION

ITEM 1   Legal Proceedings

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


ITEM 2   Changes in Securities and Use of Proceeds

         None

ITEM 3   Defaults Upon Senior Securities

         None

ITEM 4   Submission of Matters to a Vote of Security Holders

         None

ITEM 5   Other Information

         None

ITEM 6   Exhibits and Reports on Form 8-K

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

2.1      Agreement  and  Plan  of  Share  Exchange  dated  July 30, 1999, by and
         between  Charles V. Payne and Registrant (1)
3.1      Certificate of Incorporation (1)
3.2      Articles and Certificate of Merger (1)
3.3      Certificate of Amendment of Certificate of Incorporation (1)
3.4      By-laws as currently in effect (1)
3.5      Certificate  of  Designation  of  the 8% Series A Convertible Preferred
         Stock (2)
4.1      Specimen Common Stock Certificate (1)
4.2      1996 Compensatory Stock Option Plan (1)
4.3      1999 Incentive Program (1)
4.4      Amendment to Registrant's 1999 Incentive Program (3)
10.2     Agreement of Lease dated as of November 23, 1999,  between  Praedium II
         Broadstone  LLC and Wall Street Strategies, Inc. (1)
10.3     Registration  Rights  Agreement  dated as of September 23, 1999, by and
         among the Registrant and Charles Payne (1)
10.5     Employment  Agreement  dated  September  23, 1999,  among  Wall  Street
         Strategies, Inc., Registrant and Charles Payne (1)


                                       15
<PAGE>

10.10    Form of Subscription and Rights Agreement by and between Registrant and
         Subscriber (1) 10.13 Form of Escrow Agreement by and among  Registrant,
         the  Subscribers  for shares of  Registrant's  common  stock and Escrow
         Agent (1)
10.15    Form of Advisor Agreement between the Registrant and each member of the
         Advisory Board (1)
10.16    Form of Stock Option Agreement (Advisor) (1)
10.20    Employment Agreement dated April 7, 2000, by and between Registrant and
         Daliah Amar (3)
10.23    Form of Stock Option Agreement (Employee) (3)
10.24    Form of Stock Option Agreement (Director) (3)
10.34    Subscription  Agreement dated as of August 18, 2000 between  Registrant
         and CALP II Limited Partnership (2)
10.35    Amendment  No. 1 to  Subscription  Agreement  dated  September 29, 2000
         between Registrant and CALP II Limited Partnership (2)
10.36    Conversion  Escrow  Agreement  dated as of August 18, 2000 by and among
         Registrant, CALP II Limited Partnership and Bryan Cave LLP (2)
10.37    Letter  Agreement dated August 28, 2000 between  Registrant and Merrill
         Lynch, Pierce, Fenner & Smith, Inc. (2)
10.38    Multex  Contributor  Agreement dated August 9, 2000 between  Registrant
         and Multex.com, Inc. (2)
99.1     Certification

-------------
(1)      Incorporated  herein by reference  to the Exhibits to the  Registration
         Statement on Form 10-SB filed by the  Registrant  on February 14, 2000,
         File No. 0-29499.
(2)      Incorporated  herein by reference  to the Exhibits to the  Registration
         Statement  on Form SB-2 filed by the  Registrant  on October 16,  2000,
         File No. 333-48032.
(3)      Incorporated herein by reference to the Exhibits to the Amendment No. 1
         to the Registration  Statement on Form 10-SB filed by the Registrant on
         April 13, 2000, File No. 0-29499.
(4)      Incorporated  herein by reference  to the Exhibits to the  Registrant's
         Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000.
(b)      Reports on Form 8-K.
         None.


                                       16
<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 15, 2002                      By: /s/ CHARLES V. PAYNE
                                               --------------------
                                           Charles V. Payne
                                           President and Chief Executive Officer

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



                                       17