UNITED STATES 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 September 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-QSB.  [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 November 15, 2002, the registrant had 184,514 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 - September 30, 2002



           Index                                                           Page
                                                                          Number

PART I     FINANCIAL INFORMATION

Item 1     Financial Statements

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

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

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

           Condensed  Consolidated  Statements  of Cash Flows for the 6
           nine months ended September 30, 2002 and September 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                                         13

Item 3     Control and Procedures                                            18

PART II    OTHER INFORMATION

Item 1     Legal Proceedings                                                 19
Item 2     Changes in Securities and Use of Proceeds                         19
Item 3     Defaults Upon Senior Securities                                   19
Item 4     Submission of Matters to a Vote of Security Holders               19
Item 5     Other Information                                                 19
Item 6     Exhibits and Reports on Form 8 - K                                19
           Signatures                                                        21
           Certifications                                                    22





                                       2
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002

                      CONDENSED CONSOLIDATED BALANCE SHEETS

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

CURRENT ASSETS
     Cash and cash equivalents                                     $     16,693     $     89,614
     Accounts receivable                                                  4,350           10,838
     Deferred commission expense                                        160,213          272,881
     Marketable securities, available for sale, at market value            --               --
     Other current assets                                                27,922           31,833
                                                                   ------------     ------------

       Total current assets                                             209,178          405,166

Property and equipment, net                                             670,553          920,473
Security deposits                                                       270,592          270,592
                                                                   ------------     ------------

                                                                   $  1,150,323     $  1,596,231
                                                                   ============     ============

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable and accrued expenses                         $  2,177,289     $  2,247,766
     Accrued compensation                                               559,755          516,680
     Capitalized lease obligations                                      464,313          464,313
     Deferred subscription income                                       457,750          779,660
     Investor loans payable                                             130,000           50,000
     Shareholder loan payable                                              --             79,854
                                                                   ------------     ------------

       Total current liabilities                                      3,789,107        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                    1,073,001        1,026,826
                                                                   ------------     ------------

SHAREHOLDERS'  DEFICIT
     Common stock, $.001 par value; 50,000,000 shares
     authorized; 184,514 shares issued and outstanding                      185           18,448
     Additional paid-in capital                                      13,760,541       13,788,453
     Accumulated deficit                                            (17,472,511)     (17,173,397)
     Unearned compensation                                                 --           (202,372)
                                                                   ------------     ------------

       Total shareholders' deficit                                   (3,711,785)      (3,568,868)
                                                                   ------------     ------------

                                                                   $  1,150,323     $  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 - SEPTEMBER 30, 2002

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                Three months ended            Nine months ended
                                                  September 30,                 September 30,
                                           --------------------------    --------------------------
                                               2002           2001           2002           2001
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
REVENUE
     Subscription income                   $   490,184    $   496,074    $ 1,696,076    $ 1,782,444
     Consulting income                            --             --           20,000        217,000
     Other income                                9,039           --          128,883           --
     Interest and dividends                       --             --             --            6,587
     Realized loss on sale of
         marketable securities                    --         (124,576)          --         (124,576)
                                           -----------    -----------    -----------    -----------
                                               499,223        371,498      1,844,959      1,881,455
                                           -----------    -----------    -----------    -----------

COSTS AND EXPENSES
     Salaries and commissions                  308,356        690,669      1,216,487      2,323,303
     Other operating expenses                   86,375        156,803        333,010        638,114
     Depreciation and amortization              83,307        151,429        249,920        454,055
     Rent and occupancy                         78,519         86,329        224,597        235,674
     Professional fees                          14,677        101,910        131,414        172,666
     Payroll taxes and employee benefits        26,187         37,083        104,060        170,780
     Consulting fees                            11,550         22,884         58,050         78,527
                                           -----------    -----------    -----------    -----------
                                               608,971      1,247,107      2,317,538      4,073,119
                                           -----------    -----------    -----------    -----------


LOSS BEFORE OTHER INCOME                      (109,748)      (875,609)      (472,579)    (2,191,664)

Income from settlement of liabilities           28,279           --          173,465           --
                                           -----------    -----------    -----------    -----------

NET LOSS                                   $   (81,469)   $  (875,609)   $  (299,114)   $(2,191,664)
                                           ===========    ===========    ===========    ===========

Basic and diluted net loss per share       $     (0.44)   $     (4.79)   $     (1.62)   $    (12.76)
                                           ===========    ===========    ===========    ===========

Weighted average common shares
     outstanding                               184,514        182,794        184,355        171,826
                                           ===========    ===========    ===========    ===========
</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 - SEPTEMBER 30, 2002

            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT

                      NINE MONTHS ENDED SEPTEMBER 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                   --          --           (46,175)           --              --           (46,175)

  Reverse stock split (Note 8)        (18,263,035)    (18,263)         18,263            --              --              --

  Net loss, nine months
     ended September 30, 2002                --          --              --          (299,114)           --          (299,114)
                                     ------------    --------    ------------    ------------    ------------    ------------

BALANCE, SEPTEMBER 30, 2002               184,514    $    185    $ 13,760,541    $(17,472,511)   $       --      $ (3,711,785)
                                     ============    ========    ============    ============    ============    ============
</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 - SEPTEMBER 30, 2002

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

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

CASH FLOWS FROM OPERATING ACTIVITIES

     NET LOSS                                             $  (299,114)   $(2,191,664)

     ADJUSTMENTS TO RECONCILE NET LOSS TO NET
     CASH USED IN OPERATING ACTIVITIES
         Depreciation and amortization                        249,920        454,055
         Realized loss on sale of marketable securities          --          124,576
         Stock compensation                                   202,372      1,180,346
         Settlement of liabilities                           (173,465)          --
         Marketable securities received for services             --         (177,000)

     CHANGES IN OPERATING ASSETS AND LIABILITIES
         Accounts receivable                                    6,488         12,120
         Deferred commission expense                          112,668         88,311
         Other current assets                                   3,911        177,330
         Accounts payable and accrued expenses                102,988        392,836
         Accrued compensation                                  43,075          8,944
         Deferred subscription income                        (321,910)      (252,315)
                                                          -----------    -----------

            Net cash used in operating activities             (73,067)      (182,461)
                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                          --           (4,603)
     Proceeds from the sale of marketable securities             --           66,003
                                                          -----------    -----------

            Net cash provided by investing activities            --           61,400
                                                          -----------    -----------

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         50,000
     Proceeds from shareholder loan payable                      --           59,854
     Repayment of shareholder loan payable                    (79,854)          --
                                                          -----------    -----------

            Net cash provided by financing activities             146         73,503
                                                          -----------    -----------

NET DECREASE  IN CASH AND CASH EQUIVALENTS                    (72,921)       (42,955)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                  $    16,693    $    39,184
                                                          ===========    ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
         Interest paid                                    $     2,667    $    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 - SEPTEMBER 30, 2002


1        INTERIM FINANCIAL INFORMATION

         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 and nine months ended September
         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  (94,559 as  adjusted  for the reverse
         stock split)  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, newsletters, the internet and
         traditional mail.




                                       7
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


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  September  30, 2002,  the Company had a working  capital
         deficiency of  approximately  $3,600,000.  The Company is delinquent on
         many 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 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) 1,500  (150,000 prior to the reverse stock
         split) three-year warrants to be issued with an exercise price equal to
         the  market  price on April 5,  2002 and  1,500  (150,000  prior to the
         reverse  stock split)  three-year  warrants  exercisable  at $15 ($0.15
         prior to the reverse  stock  split).  The value of these  warrants  was
         computed and 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
         from  the  Hewlett  Packard  Company.  Each  lease  is  three  years in
         duration,  bearing  interest at rates  ranging  between 11% and 13% per
         annum.



                                       8
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


4        CAPITALIZED LEASE OBLIGATIONS (continued)

         Interest expense under the capitalized lease obligations was $5,301 and
         $20,192  for the three and nine  months  ended  September  30, 2002 and
         $10,825 and $36,279 for the three and nine months ended  September  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. In
         addition,  on October 15, 2002, Hewlett Packard Company filed a summons
         and  complaint  seeking full payment of all amounts due under the lease
         agreements.

5        COMMITMENTS AND CONTINGENCIES

         LEASES

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

         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  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  September  30,  2002,  the Company owed $20,535 in past due rent
         under  the  terms  of this  agreement.  Since  September,  the  Company
         received a waiver from the landlord for the extra payments due.



                                       9
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


5        COMMITMENTS AND CONTINGENCIES (continued)

         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.  Zia Properties was granted a summary judgment against
         the  Company  and at a trial held on  September  3, 2002,  the  Company
         received  a  judgment  against  Vacation  Emporium  Marketing  and  its
         principals for  indemnification of any judgment due from the Company to
         Zia  Properties.  Settlement  discussions  are  ongoing  and one of the
         former principles of Vacation Emporium Marketing is attempting to reach
         a settlement  with Zia  Properties.  No assurances as to the outcome of
         these judgments or the final settlement of this case can be made.

         As of September 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  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. The Company is attempting to reach a
         settlement with American Express.  If a settlement cannot be reached, a
         trial is scheduled for February 2003.

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



                                       10
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


5        COMMITMENTS AND CONTINGENCIES (continued)

         LEGAL PROCEEDINGS (continued)

         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.

         As of September 30, 2002, there has been no response to the Company. No
         amounts have been accrued relating to this summons.

         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 attorneys' fees of $1,641. On August 2, 2002, the Company received
         a notice from  Stevens'  attorney to collect the debt.  The Company has
         disputed  the  amount of the debt.  No  assurances  can be made as to a
         settlement of this claim.

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

         HEWLETT PACKARD COMPANY

         Hewlett  Packard  Company  filed a summons and complaint on October 15,
         2002,  stating that the Company was in breach of their Lease  Agreement
         for failing to make  payments on their  capitalized  lease  obligations
         totaling  $519,266,  plus  interest  and  attorneys'  fees.  The leased
         equipment included workstations, servers and software for the Company's
         internal network and previous website  infrastructure.  The Company has
         returned  all of the  leased  equipment  that was used to  operate  its
         previous website.

         The Company is currently in discussions  with Hewlett  Packard  Company
         regarding the  settlement of amounts due. No assurances  can be made as
         to a settlement of this claim.  As of September  30, 2002,  the Company
         has recorded a liability of  approximately  $464,000  relating to these
         leases.



                                       11
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


5        COMMITMENTS AND CONTINGENCIES (continued)

         LEGAL PROCEEDINGS (continued)

         MULTE.COM INC.

         Multe.com Inc.  filed a summons and verified  complaint on September 6,
         2002,  stating that the Company was indebted to Multe.com for goods and
         services from their  agreement  dated September 14, 2000, in the amount
         of $26,500.  This agreement was to provide  customized  content for the
         Company's  website.  The Company never  implemented the software and is
         currently in  discussions  to settle this matter.  No assurances can be
         made as to a settlement of this claim.

         As of  September  30,  2002,  $23,196  was  recorded  relating  to this
         summons.

         PENDING CREDITORS' CLAIMS

         The  Company  is  delinquent  on  most  of  its  trade  payables.   The
         delinquencies  with vendors have prompted several creditors to threaten
         legal collection  action and in some cases file a complaint and summons
         for amounts due on trade credit  extended to the  Company.  The Company
         has  reached  a  settlement  on some of its trade  payables  and to the
         extent their resources permit will continue this effort.

         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,  some
         creditors  provide vital services and equipment that, if  discontinued,
         may cause there to be disruptions in the Company's  ordinary  course of
         business and may 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  800 (80,000  prior to the  reverse  stock  split)
         shares of the  Company's  common stock at an exercise  price of $300.00
         ($3.00  prior to the  reverse  stock  split) 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) $225.00  ($2.25  prior to the reverse  stock split) or
         (b) 80% of the average of the three lowest closing bid prices in the 20
         trading days  immediately  preceding the conversion  date, and (iv), to
         the extent not converted, must be redeemed three years from the date of
         issuance in cash or in shares of common stock at the Company's  option.
         The  Series  A  Convertible  Preferred  Stock  is  non-voting  and  has
         liquidation  preferences  to  junior  security  holders  equal  to  the
         adjusted stated value per share.  In connection with this  transaction,
         on October 16, 2000,  the Company filed a  registration  statement with
         the



                                       12
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


6        REDEEMABLE PREFERRED STOCK (continued)

         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.  Due to the cash
         flow and  liquidity  problems,  the Company did not pursue an effective
         registration. The Company has recorded charges of $140,448 for the nine
         months ended  September 30, 2002,  relating to the  liquidated  damages
         provision.  On August  18,  2002,  the Series A  Convertible  Preferred
         Shares  became  eligible  for resale  under Rule 144 (k) and no further
         liquidated damages will be recorded under the terms of the agreement.

         If the Series A Convertible Preferred Stock were converted on September
         30,  2002,  the  Company  would  be  required  to  issue  approximately
         1,155,000 shares of the Company's common stock.

7        WTC BUSINESS RECOVERY 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.  This amount has been included as other operating  income
         in the accompanying condensed consolidated statement of operations.

         On September 3, 2002, the Company filed for a  supplemental  grant with
         the WTC Business  Recovery  Grant Program and was awarded an additional
         $40,425 on October 3, 2002.

 8       REVERSE STOCK SPLIT

         On September  11, 2002,  the Company  completed a 100-1  reverse  stock
         split, authorized by the majority of the shareholders and the Company's
         Board of Directors. In connection with the reverse split,  shareholders
         received 1 share of common  stock for each 100 shares owned (or partial
         shares if less than 100).  The Company's  trading symbol was changed to
         WSSI from WSST and continues to trade on the Over the Counter  Bulletin
         Board (OTCBB).

         As a result of the reverse  stock  split,  the  accompanying  condensed
         consolidated  financial  statements reflect a decrease in the number of
         outstanding  shares of common  stock and a transfer of the par value of
         these shares from additional  paid in capital.  All share and per share
         amounts  have been  restated to reflect the  retroactive  effect of the
         reverse stock split.



                                       13
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


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,  newsletters and traditional  mail.  Sales of subscriptions to our
subscribers have  predominantly  been comprised of  institutional  investors and
financial professionals.

During the third quarter 2002, we increased the total number of  subscribers  of
our free and paid services to approximately  18,500. 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 paying  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  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,  products
and to expand our institutional  services.  In the third quarter of 2002, we did
not have the resources to implement any  marketing and  advertising  initiatives
nor do we have the capital to launch any  programs.  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 strategic relationships and, as appropriate, hire additional
personnel,  including  management  personnel,  and purchase  additional computer
systems and software, within our financing limitations.  In the third 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 September 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  operating  expenses  and
professional fees. 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 September
30, 2002, we had a working capital deficiency of approximately $3,600,000. 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



                                       14
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


OVERVIEW (continued)

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.

On September 11, 2002,  we completed a 100-1 reverse stock split,  authorized by
the majority of the  shareholders  and by our Board of Directors.  In connection
with the reverse split,  shareholders  received 1 share of common stock for each
100 shares owned (or partial  shares if less than 100).  Our trading  symbol was
changed  to WSSI  from  WSST and  continues  to  trade  on the Over the  Counter
Bulletin Board (OTCBB). As a result of the reverse stock split, the accompanying
condensed  consolidated financial statements reflect a decrease in the number of
outstanding  shares of common  stock  and a  transfer  of the par value of these
shares from  additional  paid in capital.  All share and per share  amounts have
been restated to reflect the retroactive effect of the reverse stock split.

RESULTS OF OPERATIONS

As of September  30, 2002, we had  approximately  18,500 total users of our free
and paid  services.  We will  continue our efforts to convert  users of our free
service  into paying  subscribers.  Total  revenue for the three and nine months
ended September 30, 2002, are $499,223 and $1,844,959, respectively. Revenue for
the three and nine month  periods  ended  September  30, 2001,  are $371,498 and
$1,881,455,  respectively.  In the third  quarter of 2001, we realized a loss on
the sale of marketable  securities of $124,576.  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 efforts to reduced operating expenses during the three and
nine months ended September 30, 2002.  Total operating  expenses  decreased from
$1,247,107  and  $4,073,119  for the three and nine months ended  September  30,
2001,  respectively,  to $608,971 and  $2,317,538  for the three and nine months
ended September 30 2002, respectively. These amounts represent a decrease of 51%
for the three month  period and a 43%  decrease  for the nine month  period,  as
compared to the same prior year periods.

Included in costs and  expenses are  salaries  and  commissions  of $308,356 and
$1,216,487 for the three and nine months ended September 30, 2002, respectively,
and $690,669 and  $2,323,303  for the three and nine months ended  September 30,
2001, respectively. These amounts represent a decrease of 55% for the comparable
three  month  period  and 48% for the  comparable  nine  month  period  in 2001.
Included in salaries and  commissions  for the three and nine month period ended
September 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 nine month period
ending  September  30, 2002 are $308,356 and  $1,014,115 as compared to $307,391
and $1,142,957,  respectively for the three and nine months ending 2001. Payroll
taxes and employee benefits  decreased to $26,187 and $104,060 for the three and
nine months  ending  September  30,  2002,  respectively,  due to a reduction in
headcount  as  compared to $37,083  and  $170,780  for the three and nine months
ended September 30, 2001 respectively.  This represents decreases of 29% and 39%
for the three and nine months ending September 30, 2002, as compared to the same
prior year  periods.  Salaries and  commissions  continue to represent  the most
substantial portion of the operating expenses. 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



                                       15
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


RESULTS OF OPERATIONS (continued)

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
nine months ending September 30, 2002 as compared to the same prior year period.
We incurred  depreciation and amortization  expense for the three month and nine
months ended September 30, 2002, of $83,307 and $249,920, respectively, compared
to $151,429 and $454,055 for the three and nine months ended September 30, 2001.
We reduced our other  operating  expenses to $86,375 and  $333,010 for the three
and nine months ended September 30, 2002,  respectively.  This compares to other
operating  expenses of $156,803 and $638,114 for the three and nine months ended
September 30, 2001,  respectively.  We incurred a reduction in professional fees
of $14,677 and $131,414 for the three and nine months ended  September 30, 2002,
respectively,  compared to $101,910  and  $172,666 for the three and nine months
ended September 30 2001, respectively.  The decrease in professional fees is due
principally to a decrease in temporary staffing and contractors and reduction in
legal  fees.  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 nine months ended  September 30, 2002, we recorded
income from the settlement of some of these liabilities of $28,279 and $173,465,
respectively.

We experienced a net loss of $81,469,  or $.44 share, for the three months ended
September  30,  2002,  as  compared  to a net loss for the  three  months  ended
September 30, 2001, of $875,609,  or $4.79 per share.  We experienced a net loss
for the nine months ended September 30, 2002, of $299,114, or $1.62 per share as
compared  to a net  loss  for  the  nine  months  ended  September  30,  2001 of
$2,191,664,  or $12.76 per share.  The  decrease  in our net loss was due to the
reduction  in  stock  compensation  charge  described  above,  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 nine months ended  September 30,
2002,  was  $73,067,  compared  with net cash used in  operating  activities  of
$182,461 for the nine months  ended  September  30, 2001.  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 September 30,
2002, all expenses associated with stock compensation have been fully amortized.
Net cash provided by financing  activities  for the nine months ended  September
30, 2002,  was $146 compared  with net cash provided in financing  activities of
$73,503  for the  nine  months  ended  September  30,  2001.  This  decrease  is
principally due to the repayment of a shareholder loan of approximately $80,000.

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

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) 1,500 (150,000 prior to the
reverse  stock split)  three-year  warrants to be issued with an exercise  price
equal to the  market  price on April 5,  2002 and  1,500  (150,000  prior to the
reverse stock split) three-year warrants  exercisable at $15 ($0.15 prior to the
reverse stock split).



                                       16
<PAGE>

                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


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 September
30, 2002, we had a working capital deficiency of approximately  $3,600,000.  Due
to our  cash  deficiency,  we are  currently  delinquent  on many  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. We have  negotiated  settlements  with  several  vendors  and to the  extent
resources  permit we will continue these  efforts.  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 1 - Financial
Statements).

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.

CERTIFICATION

The  Certification  by Charles  V.  Payne,  the  President  and Chief  Executive
Officer, and Daliah Amar, Chief Operating Officer and the acting Chief Financial
Officer of the Company,  as required by Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. Section 1350), accompanies this report on Form 10-QSB.



                                       17
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                 AND SUBSIDIARY

                        FORM 10-QSB - SEPTEMBER 30, 2002


FORWARD LOOKING STATEMENTS

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

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

ITEM 3   CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report, Charles V. Payne, the President
and Chief  Executive  Officer of the Company,  and Daliah Amar,  Chief Operating
Officer and acting chief  financial  officer,  carried out an  evaluation of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based on that evaluation, Mr. Payne and Ms. Amar concluded that
the  Company's  disclosure  controls  and  procedures  are  effective  in timely
alerting them to material information required to be disclosed by the Company in
reports that it files or submits under the Securities Exchange Act of 1934.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect those controls subsequent to the
date of their last evaluation.






                                       18
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                     PART II

                                OTHER INFORMATION



ITEM 1   Legal Proceedings

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


ITEM 2   Changes in Securities and Use of Proceeds

         None

ITEM 3   Defaults Upon Senior Securities

         None

ITEM 4   Submission of Matters to a Vote of Security Holders

         None

ITEM 5   Other Information

         None

ITEM 6   Exhibits and Reports on Form 8-K

         (a) The following exhibits are filled as a part of this report,  except
         otherwise indicated.
2.1      Agreement  and Plan of Share  Exchange  dated  July  30,  1999,  by and
         between Charles V. Payne and Registrant (1)
3.1      Certificate of Incorporation (1)
3.2      Articles and Certificate of Merger (1)
3.3      Certificate of Amendment of Certificate of Incorporation (1)
3.4      By-laws as currently in effect (1)
3.5      Certificate  of  Designation  of the 8% Series A Convertible  Preferred
         Stock (2)
4.1      Specimen Common Stock Certificate (1)
4.2      1996 Compensatory Stock Option Plan (1)
4.3      1999 Incentive Program (1)
4.4      Amendment to Registrant's 1999 Incentive Program (3)
10.2     Agreement of Lease dated as of November 23, 1999,  between  Praedium II
         Broadstone LLC and Wall Street Strategies, Inc. (1)
10.3     Registration  Rights  Agreement  dated as of September 23, 1999, by and
         among the Registrant and Charles Payne (1)
10.5     Employment  Agreement  dated  September  23,  1999,  among Wall  Street
         Strategies, Inc., Registrant and Charles Payne (1)
10.10    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)



                                       19
<PAGE>


                       WALL STREET STRATEGIES CORPORATION

                                     PART II

                                OTHER INFORMATION


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.

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







                                       20
<PAGE>


                       WALL STREET STRATEGIES CORPORATION




                                   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:  November 20, 2002                   By: /s/ Charles V. Payne
                                               -----------------------
                                           Charles V. Payne
                                           President and Chief Executive Officer

                                           By: /s/ Daliah Amar
                                               -----------------------
Date:  November 20, 2002                   Daliah Amar
                                           Chief Operating Officer
                                           acting chief financial officer








                                       21
<PAGE>


                                 CERTIFICATIONS

I, Charles V. Payne, President and Chief Executive Officer certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Wall Street
Strategies Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 20, 2002

                           By:  /s/Charles V. Payne
                                -------------------
                                Charles V. Payne
                      President and Chief Executive Officer


                                       22
<PAGE>



I, Daliah Amar,  Chief  Operating  Officer and acting Chief  Financial  Officer,
certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Wall Street
Strategies Corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 20, 2002

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


                                       23
<PAGE>


                                 EXHIBIT INDEX

Exhibit   Description
-------   ----------------------------------------------------------------------
2.1      Agreement  and Plan of Share  Exchange  dated  July  30,  1999,  by and
         between Charles V. Payne and Registrant (1)
3.1      Certificate of Incorporation (1)
3.2      Articles and Certificate of Merger (1)
3.3      Certificate of Amendment of Certificate of Incorporation (1)
3.4      By-laws as currently in effect (1)
3.5      Certificate  of  Designation  of the 8% Series A Convertible  Preferred
         Stock (2)
4.1      Specimen Common Stock Certificate (1)
4.2      1996 Compensatory Stock Option Plan (1)
4.3      1999 Incentive Program (1)
4.4      Amendment to Registrant's 1999 Incentive Program (3)
10.2     Agreement of Lease dated as of November 23, 1999,  between  Praedium II
         Broadstone LLC and Wall Street Strategies, Inc. (1)
10.3     Registration  Rights  Agreement  dated as of September 23, 1999, by and
         among the Registrant and Charles Payne (1)
10.5     Employment  Agreement  dated  September  23,  1999,  among Wall  Street
         Strategies, Inc., Registrant and Charles Payne (1)
10.10    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.