SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

(MARK ONE)

[X]      Annual  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934 For the fiscal year ended December 31, 2000

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

                        COMMISSION FILE NUMBER 000-29499

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

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

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

                                 (212) 514-9500
                 Issuer's Telephone Number. Including Area Code

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

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

                                    Yes X   No
                                        -

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date: As of March 30, 2001, the registrant
had 18,109,680 shares of Common Stock outstanding.

            Transmittal Small Business Disclosure Format (check one)

Yes ______  No  ___X___



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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
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<S>       <C>                                                                                                  <C>
Item 1.   Description of Business .........................................................................       1-8
Item 2.   Description of Property..........................................................................         8
Item 3.   Legal Proceedings ...............................................................................         8
Item 4.   Market for Common Equity and Related Stockholder Matters.........................................         9
Item 5.   Management's Discussion and Analysis Of Financial Condition And Results Of Operations............      9-14
Item 6.   Financial Statements.............................................................................    F1-F19
Item 7.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............        15
Item 8.   Directors, Executive Officers, Promoters and Control Persons.....................................     15-17
Item 9.   Executive Compensation...........................................................................     17-19
Item 10.  Security Ownership of Certain Beneficial Owners and Management...................................     19-21
</TABLE>


<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

This Annual Report  includes  forward-looking  statements  within the meaning of
Section 21E of the Securities  Exchange Act of 1934 (the "Exchange Act").  These
statements are based on management's beliefs and assumptions, and on information
currently available to management. Forward-looking statements include statements
in which words such as  "expect,"  "anticipate,"  "intend,"  "plan,"  "believe,"
estimate," "consider," or similar expressions are used.

Forward-looking  statements  are not  guarantees  of  future  performance.  They
involve risks,  uncertainties and assumptions.  The Company's future results and
stockholder   values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Many of the  factors  that  will  determine  these
results and values are beyond the Company's  ability to control or predict.  For
these  statements,  the  Company  claims the  protection  of the safe harbor for
forward-looking statements contained in Section 21E of the Exchange Act.

HISTORY

We are a Nevada corporation formed under the name Vacation Emporium  Corporation
on April 2, 1999,  and the surviving  entity in a merger with our then corporate
parent, The Vacation Emporium International, Inc., a Colorado corporation formed
under  the  name  Rising  Sun  Capital,  Ltd.,  which  we  herein  refer  to  as
VEI-Colorado,  on May  12,  1988.  The  background  to the  merger  and  related
transactions is as follows:

VEI-Colorado  commenced commercial  operations on June 12, 1998, when, through a
wholly  owned  subsidiary,   Vacation  Emporium  Marketing,   Inc.,  a  Colorado
corporation  formed in April 1998,  which we herein refer to as VEM, it acquired
all of the membership interests of The Vacation Emporium LLC, a Colorado limited
liability  company,  which we herein refer to as VECO, and The Vacation Emporium
Tennessee,  LLC, a Tennessee limited liability company, which we herein refer to
as VET. The  acquisition  was effected by means of a merger of VECO and VET with
and into VEM, as a result of which all of the assets, liabilities and operations
of VECO and VET were acquired by VEM and the separate  existence of VECO and VET
ceased.  Thereafter,  VEI-Colorado,  through  VEM,  engaged in the  business  of
marketing  and  selling  vacation   ownership   interests,   commonly  known  as
timeshares, at resort properties in Hawaii and elsewhere in the United States.

In connection  with this merger,  VEI-Colorado  issued an aggregate of 6,000,000
shares of our common stock to the former member-owners of VECO and VET, which we
herein refer to as the 1998 Merger Group.  Also in conjunction  with the merger,
an  existing  shareholder  of  VEI-Colorado  voluntarily  canceled  a  total  of
7,500,000  shares of common  stock and  VEI-Colorado  raised a total of $550,000
from the sale of 550,000 shares of its common stock in reliance upon Rule 504 of
Regulation D  promulgated  under the  Securities  Act of 1933.  These funds were
advanced to VEM and carried on the books of  VEI-Colorado as a loan to VEM. Upon
completion of the merger and related  transactions,  9,050,000  common shares of
VEI-Colorado were issued and outstanding.

By February 1999, VEM's time share business proved to be  unprofitable.  VEM had
exhausted the proceeds of the $550,000 loan advanced by VEI-Colorado, and, based
on VEM's poor  operating  results,  VEI-Colorado  and VEM were unable to arrange
additional  financing.   VEI-Colorado   concluded  that  the  loan  to  VEM  was
uncollectible  and,  accordingly,  that  VEI-Colorado and VEM, on a consolidated
basis,  had  a  negative  net  worth.  VEI-Colorado  undertook  to  negotiate  a
divestiture of VEM with the Merger Group in order to permit VEI-Colorado to seek
to acquire another operating business.

Effective  March 31, 1999,  VEI-Colorado  completed the divestiture by unwinding
the  merger  pursuant  to  an  unwinding  and  stock  exchange  agreement  among
VEI-Colorado,  VEM and the  Merger  Group.  Under this  agreement,  VEI-Colorado
canceled all of the shares  issued in the Merger,  reducing the number of issued
and outstanding shares to 3,050,000, and in exchange for the cancellation of the
merger  shares,  transferred  ownership  of VEM to the  1998  Merger  Group.  In
connection with such unwinding,  VEI-Colorado forgave and wrote off its $550,000
advance to VEM.

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<PAGE>

Following  the unwinding of the merger on March 31, 1999,  VEI-Colorado  did not
engage in business  of any kind,  other than to seek  investment  opportunities,
including  a  possible  acquisition  of  a  business  by  means  of  a  business
combination with a privately held company interested in becoming publicly traded
through such a business combination.

On June 4, 1999,  VEI-Colorado  sold 4,000,000 shares of its common stock to Ian
Rice for an aggregate  purchase price of $20,000  ($.0025 per share  purchased).
The shares issued to Mr. Rice represented  approximately  57% of the then issued
and outstanding shares of VEI-Colorado and, accordingly, Mr. Rice was thereafter
able to exercise control over  VEI-Colorado.  On June 18, 1999, John D. Brasher,
Jr., resigned as the sole director of VEI-Colorado, and Mr. Rice was elected the
sole director of VEI-Colorado.  Following  completion of this change of control,
VEI-Colorado continued its efforts to seek investment  opportunities,  including
business combinations.

On June 21, 1999, VEI-Colorado merged with and into its wholly-owned subsidiary,
Wall  Street   Strategies  Corp,   (WSSC)  for  the  purpose  of  effecting  the
reincorporation of VEI-Colorado as a Nevada  corporation.  In this merger,  WSSC
issued to shareholders  of VEI-Colorado  two (2) shares of common stock for each
share of common stock in  VEI-Colorado  owned by them  immediately  prior to the
1999 Merger.  On July 30, 1999,  we entered into an agreement  and plan of share
exchange with Charles V. Payne, the sole shareholder of Wall Street  Strategies,
Inc.,  a Delaware  corporation  engaged in  providing  investment  research  and
information  services for individual and  institutional  investors and financial
professionals.  Pursuant to this agreement, we agreed to purchase from Mr. Payne
all of the  issued  and  outstanding  shares  of  common  stock  of Wall  Street
Strategies,  Inc.,  thus making Wall Street  Strategies,  Inc. our  wholly-owned
subsidiary,  in exchange  for the  issuance  to Payne of shares of common  stock
which,  after giving effect to certain  other  issuances  and  cancellations  of
common stock  contemplated  by the share  exchange  agreement,  would  represent
approximately 53.84% of the total issued and outstanding shares of common stock.

On July 30, 1999, in  contemplation  of the possible  transaction with Payne for
the  purchase  of Wall Street  Strategies,  Inc.  in  accordance  with the share
exchange agreement,  we entered into subscription and rights agreements with ten
individuals  pursuant to which  these  individuals  purchased  an  aggregate  of
1,258,205 shares of common stock for a purchase price of $.0025 per share.

Eight of the ten  individuals,  purchasing  an  aggregate  of 380,000  shares of
common  stock,  were,  as of  that  date,  existing  employees  of  Wall  Street
Strategies,  Inc. We have the right to repurchase the shares  purchased by these
individuals in declining increments over a two year period, at the same purchase
price of $.0025 per share, if the  individual's  employment is terminated  other
than by reason of death or disability. The shares purchased by these individuals
were  placed  into  escrow  and  will be  released  from  escrow,  and  from our
corresponding  repurchase right, in eight equal quarterly  installments over the
course of this two year period.

A ninth individual,  David McCallen,  one of our directors and a former officer,
entered  into a  subscription  and rights  agreement  with us on July 30,  1999,
pursuant  to which he  purchased  526,923  shares of common  stock at $.0025 per
share.  Mr.  McCallen  also  entered  into a two year  employment  agreement  on
September 23, 1999, which was terminated on September 22, 2000.  Pursuant to the
termination,  455,000  shares were deemed to have been vested and the balance of
the shares, 71,923, were forfeited and repurchased by the Company for $.0025 per
share. In connection with his employment  agreement,  we granted to Mr. McCallen
options  to  acquire  351,282  shares of common  stock at $3.50  per  share.  In
connection with the termination of his agreement,  an option to purchase 100,000
shares vested  immediately  and the balance was cancelled.  Mr.  McCallen and an
entity owned by him performed  consulting  services for Wall Street  Strategies,
Inc. for which he received  consulting fees in the aggregate  amount of $56,500.
Mr. McCallen had no affiliation with us prior to July 30, 1999.

The tenth individual,  Shawn D. Baldwin,  entered into a subscription and rights
agreement  with us on July 30,  1999,  pursuant  to which he  purchased  351,282
shares of common stock.  At the same time, Mr. Baldwin entered into a three year
employment  agreement  and was  issued an option to  acquire  526,923  shares of
common stock at $3.50 per share.  This agreement was terminated on September 30,
2000.  Pursuant to the  termination,  an option to purchase  116,000  shares was
vested and the option on the remaining 410,923 shares was canceled.

                                       2
<PAGE>

The ten individuals  referred to above also entered into a voting agreement with
Charles  Payne  dated as of July 30,  1999,  conditioned  on the  closing of our
acquisition  of Wall Street  Strategies,  Inc.,  pursuant to which,  among other
matters,  the  individuals  agreed to vote their shares of common stock to elect
Mr. Payne and his designees as directors  for so long as Mr. Payne  beneficially
owns at least 10% of the voting shares of our capital stock.

On August 9, 1999,  Stephen Gross, David McCallen and Gerald Turner were elected
to our board of  directors.  Mr.  Gross  has since  resigned  his  position.  On
September  23,  1999,  we completed  the  purchase  from Mr. Payne of all of the
issued and outstanding shares of common stock of Wall Street Strategies, Inc. In
connection with the closing of our acquisition of Wall Street Strategies,  Inc.,
the following additional transactions took place:

     o    7,850,000 shares of common stock owned by Mr. Rice were canceled,

     o    we completed the sale to accredited investors, pursuant to Rule 506 of
          Regulation D under the Securities Act, of an aggregate of 600,000
          shares of common stock for aggregate proceeds of $3,000,000,

     o    we entered into an employment agreement with Mr. Payne,

     o    we entered into a voting agreement with Mr. Rice and other parties
          with respect to certain shares of common stock, as further described
          under "Description of Securities-Voting Agreement" and

     o    Mr. Payne became one of our directors.

We changed our name from Vacation Emporium Corporation to Wall Street Strategies
Corporation  on  September  24,  1999.   Wall  Street   Strategies,   Inc.,  was
incorporated  in the  State  of  Delaware  on  September  18,  1991.  Except  in
connection  with  its  acquisition  by  us  as  described  above,   Wall  Street
Strategies,  Inc.,  has not  been  subject  to or  involved  with  any  material
classification,  merger,  consolidation  or  purchase  or sale of a  significant
amount of assets not in the  ordinary  course of  business.  Neither we nor Wall
Street  Strategies,  Inc., has been involved in any bankruptcy,  receivership or
similar  proceeding.  On August 18,  2000,  we sold to an  unrelated  accredited
investor,  pursuant  to  Regulation  S, 10  shares of our  series A  convertible
preferred  stock and a warrant  exercisable  over a five year period to purchase
80,000 shares of common stock at $3.00 per share for an aggregate  consideration
of  $1,000,000  (realizing  net  proceeds of $995,000  after  payment of certain
expenses of the investor,  but not including the expenses in connection with the
preparation of the  registration  statement to register the shares issuable upon
conversion of the Preferred Stock and exercise of the warrants).

BUSINESS DESCRIPTION

OVERVIEW

We provide,  through Wall Street Strategies,  Inc., our wholly owned subsidiary,
investment  research and information  services for individual and  institutional
investors  and  financial  professionals,  including  brokerage  firms and their
clients,  investment  banks and their  clients,  and mutual  fund and  portfolio
managers. Wall Street Strategies,  Inc., which was founded in 1991 by Charles V.
Payne,  the  beneficial  owner  of  approximately   62%  of  our  common  stock,
historically  has  delivered  its  products,   including  financial  and  market
information,  analysis,  advice and commentary,  to paying subscribers through a
variety of media including phone, fax, e-mail, audio recordings, newsletters and
traditional mail.

As of  December  31,  2000,  we  had  approximately  4,200  active  subscribers,
consisting primarily of financial professionals.  Subscription fees paid by such
subscribers  for one or more of our products or services,  presently  constitute
our sole source of revenue.  During 2000, we continued to implement our business
strategy  designed to increase  the total number of our  subscribers,  including
significant numbers of individual  investors,  and to increase and diversify our
revenue  sources.  To those ends,  we have  announced  a number of  initiatives,
including   the   creation,   launch  and  marketing  of  our  website  and  the
establishment  of strategic  distribution  relationships  through  which we will
reach both institutional and individual investors.

The website,  the first phase of which became  operational  during January 2000,
offers  to  subscribers  our  own  proprietary   content,   including  financial
information and analysis,  as well as access to other financial  information and
services in a  real-time,  interactive  medium.  We expect to use the website to
build brand

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awareness and attract paying  subscribers  for our products.  As of December 31,
2000, we had approximately 9,500 users on our website.

INDUSTRY BACKGROUND

In recent years, there has been substantial  growth in the individual  ownership
of equity and fixed income securities worldwide. Studies show that investors are
shifting from full-service brokerage houses to online trading with the emergence
of the Internet. Industry research indicates that there are more than 21 million
U.S. households that are holding equities,  two-thirds of which will be involved
in online trading by the year 2003.  Furthermore,  investable  assets online are
expected to reach $5 trillion by 2005.

The  proliferation  in equity  ownership  and  associated  trading  activity has
created a need for more investment  research and market  information on the part
of individual investors who seek higher returns on their portfolios.  We believe
that the World Wide Web has rapidly established itself as an effective means for
investors to manage their portfolios, research investments and trade securities.
At the  same  time,  individuals  have  been  taking  greater  control  of their
investments  by  directly   researching   their   investments,   tracking  their
portfolios, purchasing no-load mutual funds and playing a more proactive role in
their  relationships  with financial  advisors.  The web has  facilitated  these
behavioral  shifts  by  providing  individual  investors  with  easy  access  to
information that was once generally available only to investment  professionals,
such as timely market news, intra-day and historical quotes, charts,  Securities
and Exchange Commission filings and analysts' earnings  estimates.  By combining
our existing  products and services  with  financial  news and  information  and
employing  the  interactive  qualities  of the  Internet  to  create  a  branded
financial web site, we believe we can  capitalize on the increased  demand among
individual  investors  for  financial  analysis  and  research  and attract such
investors as new subscribers.

PRODUCTS AND SERVICES

Since 1991, Wall Street  Strategies,  Inc., has provided  independent  research,
analysis, news and information, advice and commentary concerning investments and
financial markets to the investment community. This information is packaged in a
range of products  tailored to the needs of  particular  types of investors  and
financial  professionals.  The  products  are  priced at  different  levels  and
subscribers pay monthly fees ranging from $40 to $400,  depending on the product
and the medium of communication  requested. We currently deliver our products to
subscribers  through a variety of media such as fax, e-mail,  audio  recordings,
newsletters,  traditional mail and through our website via the internet. We also
offer special  promotions  such as trial  subscriptions.  We offer  discounts if
subscribers purchase more than one product and if they elect quarterly or yearly
subscriptions.  We also offer our  Institutional  Service,  for a monthly fee of
between  $2,000 to $8,300,  consisting of  comprehensive  information  regarding
individual securities recommendations.

Charles V. Payne, our Chief Executive Officer and principal analyst,  works with
our staff of  professional  analysts  and  researchers  to  produce  commentary,
analysis and stock selections on a daily basis which provide the content for our
products.  Mr. Payne edits our product content and is a featured personality and
spokesperson, appearing regularly on television and radio and speaking regularly
at  financial  seminars  and other  events and  engagements.  Mr. Payne does not
receive fees for  appearances on our behalf.  We currently  offer  subscribers a
range of products  incorporating  our financial and market  research,  analysis,
advice and  commentary,  tailored to the needs and  interests of  investors  and
financial  professionals  with various  investment  objectives.  These  products
include:

SWING STRATEGIES (formerly known as First Alert)

Swing  Strategies  is  a  research  service  focusing   specifically  on  equity
securities that is issued to subscribers four times each trading day. Each Swing
Strategies  report consists of a stock selection with information on the stock's
current price,  trading targets and,  generally,  a recommended stop loss. Swing
Strategies  generally appeals to active traders holding equity  investments on a
short-term (i.e., one hour to one month) basis.

Hotline

Hotline  provides  subscribers  with overall market  commentary  combined with a
stock  selection  twice each trading day. The stock  selection  portion  usually
consists of a single stock pick we believe may  outperform

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the broader  market.  Hotline  generally  appeals to  investors  holding  equity
investments for an intermediate (i.e., thirty days to 90 days) period.

NEWSLETTER

The Newsletter is a monthly publication which contains market commentary and two
or more  specific  selections  of stocks we believe  may be  undervalued  and/or
undiscovered  and may  outperform  the broader  market over the period held. The
Newsletter,  generally  appeals to longer-term  investors (i.e., more than three
months). In addition,  our newest product, the Weekly Wrap, is a newsletter that
is published every weekend and contains,  among other things,  sector highlights
and stock recommendations.

STORYLINE

The Storyline is a daily publication reporting and assessing rumors and takeover
speculation  gathered  by Wall Street  Strategies,  Inc.'s  analysts  from their
network of market  contacts and  professionals.  The Storyline  seeks to provide
subscribers  with trading  guidance and insight with respect to existing  rumors
and takeover speculation.

INSTITUTIONAL SERVICE

The  Institutional  Service  offers  to  subscribers  comprehensive  information
regarding our recommendations  regarding individual securities.  This service is
geared toward active individual, professional, and institutional traders.

ENHANCED INSTITUTIONAL SERVICE

The "Enhanced  Institutional Service" provides more comprehensive and customized
information  to  subscribers,  offering  greater  insight and analysis than that
available through our other products (including the Institutional Service). This
service is targeted  primarily at high net worth  individuals and  institutional
investors  (generally,  those  investors  with more  than two  years of  trading
experience  and  investments  of more than $250,000 in the equity  markets).  In
addition to delivery via other more  traditional  devices,  such as faxes,  this
service is available through various wireless technologies.

Through the Enhanced  Institutional  Service, we offer subscribers the option of
paying  on the  basis of the  number  of stock  recommendations  made by us.  In
addition,   Enhanced   Institutional   Service  provides  subscribers  with  the
opportunity to contact us to request information regarding individual securities
selected by the  subscriber.  This service is not offered to the  subscribers to
our other products.

WSTREET.COM--OUR WEBSITE

Through our  website,  we deliver our  products to  subscribers  in a real-time,
interactive   medium,   making  the  products  more  readily,   immediately  and
efficiently accessible than through our historical delivery methods. We will use
the website to combine our traditional products, available to subscribers paying
for  access to product  areas,  with  access to  additional  financial  news and
information, stock quotes, community features such as message boards, investment
and  analytical  tools and other  features.  We offer  subscribers  to our Swing
Strategies,  Hotline,  Storyline and  Newsletter  products the option to receive
such products via our website. In addition to our traditional products, the site
offers "site area access" described below:

SITE AREA ACCESS

Specific  website  areas and features are  accessible to the public at different
levels.  All  visitors  to the website  have  access to certain  basic areas and
features including general information concerning us and our products.  They are
able to review a  condensed  version  of the market  commentary  free of charge.
Visitors have the option of becoming  "registered  users" by completing a simple
registration process. Registered users may provide us with certain basic contact
information about themselves,  their investment interests,  histories and goals,
thus enabling us to promote to such registered users the products most likely to
be of interest  to them.  Registered  users have  access to twice  daily  market
commentaries as well as certain community  features and investment tools such as
our proprietary  analyses of more than 1,200 stocks.  Paid subscribers to one or
more of our products have access via the website to the products  purchased,  as
well as to most website areas.

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<PAGE>

CONTEMPLATED PRODUCTS AND SERVICES

We intend to offer products that are geared to day traders.  These products will
consist of trading ideas that will be delivered  throughout the trading  session
and  that are  intended  to be acted on  immediately.  We also  intend  to offer
streaming media as well as tutorials and seminars.

DISTRIBUTION OF PRODUCTS

Since its inception in 1991,  Wall Street  Strategies,  Inc.,  has maintained an
internal direct sales department for the marketing and sale of our products.  As
of December 31, 2000, Wall Street  Strategies,  Inc.'s sales and marketing staff
numbered 12 persons.  The sales and marketing force,  which is compensated based
on subscriptions  sold,  develops sales  presentations  and  demonstrations  for
potential  subscribers  and manages our entire  marketing and sales  effort.  In
addition,  we use a variety of other means to promote our  products and the Wall
Street Strategies brand. For example, Charles Payne, our Chief Executive Officer
and  principal  analyst,  is also our  featured  personality  and  spokesperson,
regularly  appearing  on and  promoting  us through a variety of media  outlets,
including television,  radio, newspapers and magazines. Mr. Payne also speaks at
trade shows,  conferences and seminars on a regular basis. We expect to continue
these marketing activities while also undertaking new promotional initiatives in
conjunction  with the  development  of the  website  and our  efforts to attract
additional subscribers including significant numbers of individual investors. In
particular, we plan to conduct advertising and direct mail campaigns,  establish
strategic  distribution  relationships  and syndicate our content to other sites
and outlets.  Furthermore,  while we have,  historically,  directed our products
primarily to United  States  investors,  we believe  there may be a  substantial
market for our  products  in Europe and have begun to expand our  marketing  and
distribution efforts to European investors in 2000.

STRATEGIC DISTRIBUTION RELATIONSHIPS AND CONTENT SYNDICATION

We  intend  to  develop  strategic  relationships  with  third  parties  for the
distribution of our products and services and for the syndication and co-branded
publication  of  portions  of the  content  that we  produce.  We  believe  that
strategic  distribution  relationships  will  provide us with access to targeted
groups of potential  subscribers who are currently customers or clients of third
parties;  revenue  generated  by sales of our  products to such  persons will be
shared  with  third  party   distributors.   We  further  believe  that  content
syndication will create targeted exposure of Wall Street Strategies, Inc.'s name
and content,  driving additional traffic to our website. All these relationships
are designed to promote and brand Wall Street Strategies, Inc., and our products
to particular audiences and to enable us to offer our products and services on a
targeted basis to persons likely to be interested in such products and services.

Since May 2000, we have signed joint  marketing and revenue  sharing  agreements
with the following entities:

     o    ConSors AG, an online European based brokerage firm;

     o    Interactive Investor International, a provider of investment advice to
          individuals;

     o    Data Broadcasting Corporation, a financial market data provider;

     o    CyberCorp,  Inc., a subsidiary of the Charles Schwab  Corporation that
          supplies electronic trading technology and brokerage services;

     o    Multex.com  Inc.,  a  leading   provider  of  financial   research  to
          Institutional and individual investors; and

     o    Citation Group, a division of Merrill Lynch, that provides  investment
          research for its customers.

Under each of these  agreements,  we are  providing  research  on U.S.  equities
and/or links to our website. The relationships  discussed above and other future
strategic  relationships  for  distribution of our products and services and for
syndication,  co-branded publication of our content, and affiliate marketing are
intended to provide us access to targeted  groups of potential  subscribers,  as
well as to promote Wall Street Strategies,  Inc., and our products to particular
audiences.

                                       6
<PAGE>

COMPETITION

We  compete  with a  substantial  number  of  providers  of  financial  news and
information,   market  analysis  and  stock  selections  for  the  attention  of
subscribers. The growth in consumer demand for such content has been accompanied
by enormous growth in the  availability of such content and the number and types
of sources for such content. Among the sources of competition are:

     o    Online  services  or  websites   focused  on  business,   finance  and
          investing,  such  as CBS  MarketWatch.com,  The  Wall  Street  Journal
          Interactive Edition, CNNfn and The Street.com.

     o    Publishers and  distributors of traditional  media,  including  print,
          radio and  television,  such as The Wall  Street  Journal,  Investors'
          Daily, Barrons, Fortune, CNN and CNBC.

     o    Online brokerage firms which provide financial and investment news and
          information, such as Charles Schwab and E*TRADE.

     o    Online market analysis and stock analysis and selection companies such
          as Clear Station, Polar Trading and Pristine Trading.

The market for the electronic  distribution  of investment  research and related
services is intensely  competitive and this  competition is expected to continue
to increase.  We seek to differentiate  ourselves from our competitors  based on
numerous factors  including ease of delivery of products and use of our website,
performance,  price,  reliability,  customer service and support,  and sales and
marketing efforts, as well as the quality,  originality,  variety and timeliness
of our products and  services.  We believe that our strategic  distribution  and
content   syndication   relationships  also  represent   important   competitive
advantages.  We also believe that competitive position within the financial news
and information, market analysis and stock selection market is, to a significant
degree,  personality  driven;  spokesmen  and analysts for  enterprises  in this
market  are  often   highly   visible  and  can  be  an   important   factor  in
differentiating a business from our competition. We believe that Charles Payne's
role in our  business  and  continuing  visibility  for us  provides  us with an
important competitive characteristic and advantage.

INTELLECTUAL PROPERTY

Although our success  depends on maintaining  and  protecting  our  intellectual
property,  including  our  software,  trademarks  and trade  names,  we have not
registered any of our  trademarks in the United States or abroad.  We may in the
future seek to protect our intellectual  property under applicable copyright and
trademark laws in the countries in which we conduct  business.  We may prosecute
litigation  against  infringements  of our  intellectual  property.  In order to
protect our trade  secrets and other  intellectual  property,  we have  required
some, and may in the future require all of our employees,  consultants, advisors
and  collaborators to enter into  confidentiality  agreements which prohibit the
disclosure of proprietary information to third parties or the use of proprietary
information for commercial purposes.

GOVERNMENT REGULATION

Wall Street  Strategies,  Inc.,  our wholly  owned  subsidiary,  is a registered
investment adviser. This permits it to provide certain  individualized  services
to current and new subscribers.  As a registered investment adviser, Wall Street
Strategies, Inc. is subject to various laws, rules, and regulations that may not
otherwise be applicable to persons whose business  activities are not subject to
registration.  Wall Street  Strategies,  Inc.,  fully intends to comply with all
applicable law, rules, and regulations.

Wall Street Strategies, Inc., is subject to various federal and state securities
and other laws that may limit our activities and., under certain  circumstances,
subject Wall Street  Strategies,  Inc. to additional  costs of compliance or the
imposition of sanctions if it did not comply.

                                       7
<PAGE>

EMPLOYEES

As of  December  31,  2000,  we had a total  of 26  employees,  all of whom  are
full-time  employees.  Of these persons,  12 are in sales and  marketing,  7 are
analysts, researchers,  writers or editorial personnel, and 7 are in accounting,
operations,  administration and management. We are not subject to any collective
bargaining agreements.


ITEM 2. DESCRIPTION OF PROPERTY

OUR PRINCIPAL EXECUTIVE OFFICES

Our offices are located at our  location  at 80 Broad  Street,  31st Floor,  New
York, NY 10004.  The telephone  number at that  location is  212-514-9500.  Wall
Street Strategies, Inc., leases and occupies approximately 8,300 square feet.


ITEM 3. LEGAL PROCEEDINGS

ZIA PROPERTIES

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

Based on the  representations  and  discussions  between Wall Street  Strategies
Corporation  (which was formerly  known as Vacation  Emporium  Corporation)  and
Vacation  Emporium  Marketing Inc., the Company believes that Vacation  Emporium
Marketing  Inc.,  and some or all the  corporation's  shareholders,  are  solely
responsible  for any and all  amounts  owed to Zia  Properties  under  the Lease
Agreement.

Vacation Emporium  Marketing Inc. is currently  attempting to reach a settlement
of Zia Properties' claim against all of the defendants.  It is uncertain whether
this settlement effort will be successful. If it is not, the Company will engage
local counsel to represent its interests in this  litigation.  Regardless,  Wall
Street Strategies will seek recovery from Vacation  Emporium  Marketing Inc. and
some or all of that corporation's shareholders,  for any and all liabilities the
Company may have with respect to the Zia Properties  claim. The Company can make
no assurance however regarding the settlement or its liability  relating to this
claim.

NATIONWIDE INSURANCE COMPANY

On January 22, 2001,  Nationwide  Insurance  Company  commenced an action in the
Civil Court of the City of New York,  located in New York  County,  against Wall
Street  Strategies,  Inc.,  seeking  $14,207.32 in unpaid premiums allegedly due
with respect to two insurance policies.  Wall Street Strategies,  Inc., contests
the amount of premiums actually due based on its belief that those premiums were
incorrectly calculated. Currently, Wall Street Strategies, Inc., is working on a
settlement  based  on  information  it  has  provided  to  Nationwide  Insurance
concerning the premium computation originally used by them.

                                       8
<PAGE>

ITEM 4.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock began trading on the OTC  Electronic  Bulletin  Board under the
symbol "VEMP" on August 20, 1999. Since September 25, 1999, the common stock has
traded under the symbol "WSST." The following table sets forth,  for the periods
indicated, the high and low closing bid prices for the common stock.

1999                                      HIGH                   LOW
----                                     -------               -------
Third Quarter since August 20            $ 7.500               $ 4.000
Fourth Quarter                           $ 6.187               $ 2.437

2000
----
First Quarter                            $26.375               $  6.625
Second Quarter                           $26.375               $ 10.500
Third Quarter                            $ 4.625               $  1.625
Fourth Quarter                           $ 3.375               $   .312


The  foregoing  information  reflects  inter-dealer  prices,   without  mark-up,
mark-down or commission, and may not represent actual transactions.

On April 3, 2001, the closing share price of the Company's stock price was $.11.

NUMBER OF SHAREHOLDERS

As of December 31, 2000,  there were  approximately  50 holders of record of our
common stock, and the number of beneficial owners was approximately 300.


DIVIDEND POLICY

We have never paid a cash  dividend  on our  common  stock nor do we  anticipate
paying cash dividends on our common stock in the near future.  It is our present
policy not to pay cash dividends on the common stock but to retain earnings,  if
any, to fund growth and  expansion.  Under  Nevada law, a company is  prohibited
from paying  dividends  if the  company,  as a result of paying such  dividends,
would not be able to pay our debts as they come due, or if the  company's  total
liabilities and preferences to preferred  shareholders  exceed total assets. Any
payment of cash  dividends  on our common  stock in the future will be dependent
upon our financial  condition,  results of operations,  current and  anticipated
cash  requirements,  plans for expansion,  as well as other factors our board of
directors deems relevant.

ITEM 5. 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  CONSOLIDATED  FINANCIAL
STATEMENTS,  INCLUDING THE NOTES THERETO,  OF THE COMPANY CONTAINED ELSEWHERE IN
THIS FORM 10-KSB.

OVERVIEW

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

During  2000,  the  Company  continued  to execute on its  business  strategy to
increase the total number of its subscribers,  including  significant numbers of
individual  investors,  and to increase and diversify its sources of revenue. To
those ends,  the Company has  announced a number of  initiatives,  including the

                                       9

<PAGE>

creation, launch and marketing of its website and the establishment of strategic
distribution   relationships   through   which  the  Company   will  reach  both
institutional and individual  investors.  In particular,  the Company expects to
use the website to build brand awareness, and attract paying subscribers for its
products.  If the Company is unable to attract  financing  (as  discussed in the
"Going Concern"  section of Item 5) it will be severely  limited in executing on
its strategy of increasing the number of subscribers and realizing the potential
from its strategic distribution  alliances.  Furthermore continuing downturns in
the US Equity  Market  could  adversely  affect the  company's  revenues and its
ability to succeed with web initiatives,  strategic  partnerships,  and building
brand awareness.

The  Company  has  benefited  from  its CEO and  spokesperson,  Charles  Payne's
prominence as an analyst that the media regularly turns to for expert commentary
on the equity markets.  Mr. Payne appears daily on the Yahoo!  Finance Vision 30
minute market wrap-up  segment,  Yahoo!  Technology  Investor,  which has gained
popularity among Yahoo!  viewers.  We believe that the interactive nature of the
show,  combined  with the media  exposure it  provides,  has been  effective  in
building traffic and unique visitors to Wall Street  Strategies Web destination,
as well as adding new users to its base. In addition, the Company receives media
exposure from Mr. Payne's appearances on ABC World News, BBC Television,  CNNfn,
CBS Market Watch and other  finance-oriented  programming.  The Company plans on
continuing its strategy of gaining media exposure to build brand recognition and
to promote its products.

In  connection  with the  execution  of its business  strategy,  the Company had
engaged various service  providers  including website designers and providers of
content for its website,  purchased  computer  systems and  software,  and hired
additional  management,  sales,  operational and  administrative  personnel.  In
addition, in May 2000, the Company's subsidiary,  Wall Street Strategies,  Inc.,
became a registered  investment  adviser  under the  Investment  Advisers Act of
1940,  as amended.  Such  registration  enables  the Company to provide  certain
individualized  products and services to subscribers for whom registration as an
investment adviser is required.

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

The  Company  will  also  pursue  additional  strategic  relationships  and,  as
appropriate,  hire additional  personnel,  including management  personnel,  and
purchase  additional  computer systems and software,  within its  aforementioned
financing limitations. In May and June, 2000, the Company signed agreements with
ConSors  AG, an online  brokerage  firm in  Europe;  with  Interactive  Investor
International,  a  provider  of  investment  advice for  individuals;  with Data
Broadcasting Corporation,  a financial market data provider; and with CyBerCorp,
Inc., a subsidiary of the Charles Schwab  Corporation  that supplies  electronic
trading technology and brokerage services,  to provide their clients with equity
research  on U.S.  equities  and links to the  Company's  website.  Each of such
agreements is for an initial  period of one year and  thereafter  for successive
periods of one year each unless  terminated by the parties with the exception of
the  agreement  with  CyBerCorp,  Inc.  which  is for a one year  period  unless
extended by mutual agreement of the parties. In August 2000, the Company entered
into an  agreement  with  Multex.com  to  provide  Wall  Street  Strategies  Inc
proprietary  research  across various  Multex.com  distribution  platforms.  The
Citation Group, a division of Merrill Lynch,  entered into an agreement with the
Company  in  August  2000 to make  available  to  their  customers  Wall  Street
Strategies Inc equity analysis and investment  services  delivered via fax, web,
wireless  devices  and  e-mail.  The  aforementioned  agreements  and  strategic
relationships  provide  for various  revenue  sharing  arrangements  between the
Company  and  its  partners.   Because  such   agreements   were  only  recently
implemented,   the  Company  has  not  yet  realized  any  significant  revenues
therefrom,  but expects to do so in future  periods.  The Company  believes that
these and other future  strategic  distribution  relationships  will allow it to
reach additional institutional and individual investors.

As  discussed  below,  the twelve  months  ended  December  31,  1999 (the "1999
Period"), and December 31, 2000 (the "2000 Period"), were characterized by sales
increases which were offset by expenses  associated with sales  commissions from
subscriptions,  increased personnel and, in the 2000 Period,  website design and
other  strategic  and  operational  initiatives.  As a result,  the  Company has
incurred  significant  losses from  operations.  The Company  expects  operating
losses to decrease during 2001 as a result of significant  cost cutting measures
and business  development  initiatives.  In addition,  at December 31, 2000, the
Company had a working  capital  deficiency of  approximately  $3,000,000.  These
factors,

                                       10

<PAGE>

(among others) raise  substantial  doubt about the Company's ability to continue
as a going concern. The ability of the Company to continue to operate as a going
concern is contingent upon its obtaining  additional debt and/or equity capital.
If it is unable to obtain additional financing there will be a certain depletion
of available capital.  The severe  limitations  imposed by the resulting capital
deficiency  will  cause a  certain  interruption  in  continuing  business.  See
discussion of Liquidity and Capital Resources below.

RESULTS OF OPERATIONS

As of December 31, 2000, the Company had approximately 4,200 active subscribers.
As of such date, the Company also had approximately  9,500 users on its website.
The Company will continue its efforts to convert users into paying  subscribers.
Subscription revenue for the twelve months ended December 31, 1999 and 2000, was
$4,318,534 and  $4,796,859,  respectively.  The Company's  primary  business and
revenues are  concentrated  in the  investors  services  industry and as such is
susceptible to downturns in the equity market as well as other  conditions  that
adversely impact on broker services,  individual investors,  and online trading.
Any decline in the US equity market  whether it be long term or otherwise  could
adversely effect the Company's revenue and potentially create losses.

Income from sales of subscriptions to the Company's products  represented nearly
all of the Company's  revenue in both periods  except for  consulting  income of
$163,120 for the 1999 Period.  This income  primarily  represented  the value of
stock received by the Company in exchange for consulting and advisory  services.
The increase in subscription revenue resulted primarily from increased sales and
promotional  efforts and the increased  media  visibility of Charles Payne,  the
Company's chief analyst and spokesperson.

The Company experienced substantial increases in operating expenses,  which have
offset the  increases in revenue for the twelve  months ended  December 31, 1999
and 2000.  A  substantial  portion of the  increase  in  operating  expenses  is
attributable to stock  compensation  earned and charged to expense in connection
with the issuance of shares of Common Stock and below fair market  option grants
to certain key employees and new management  personnel  recruited by the Company
and certain  outside  consultants as part of the Company's  expansion  strategy.
Total  operating  expenses  increased from  $8,689,176 in 1999 to $14,487,735 in
2000. These amounts represent an increase of 67% from 1999 to 2000.

Included in costs and expenses are salaries and  commissions  of $7,001,997  for
the twelve months ended  December 31, 1999, and $9,062,680 for the twelve months
ended  December 31, 2000.  These amounts  represent an increase of 29% year over
year.  Included in salaries and  commissions  for the 1999 and 2000 periods were
expenses  of  $3,829,348  and   $4,918,858,   respectively,   related  to  stock
compensation.  Excluding  stock  compensation,  salaries and commissions for the
1999 and 2000 periods were $3,172,649 and $4,143,821 respectively. Payroll taxes
and employee benefits  increased from $314,251 in 1999 to $433,470 in 2000. This
represents  an  increase  of 38% from the prior  year.  Apart from the charge to
expense represented by stock compensation,  salaries and commissions continue to
represent a substantial portion of the operating expenses.  The Company incurred
increased commissions payable to sales representatives in connection with higher
subscription  income. The Company  anticipates  continuing its efforts to retain
and recruit  personnel and corresponding  increases in expenses  attributable to
salaries  and  commissions,   as  well  as  increased   commissions  payable  as
subscription sales increases. The Company further anticipates additional charges
to expense for stock compensation during 2001.

During the twelve months ended December 31, 1999 and 2000, the Company  incurred
consulting fees of $218,597 and $787,547,  respectively.  Included in these fees
were stock compensation earned and charged to expense for compensation paid to a
public  relations  firm. The stock  compensation  portion of the consulting fees
recorded  for the twelve  months ended  December 31, 1999 and 2000,  were $0 and
$480,429, respectively. The balance represented various other consultants.

Rent and  occupancy  costs  increased  from  $82,759 for the twelve month period
ended  December 31, 1999, to $262,606 for the twelve  months ended  December 31,
2000,  a 217%  increase.  These  increases  are  attributable  to the leasing of
additional  space required to house the increased  number of employees and sales
people hired or engaged by the Company.  The Company moved into new office space
on July 14, 2000,  which is  significantly  larger than its  previous  location.
Accordingly,  the  Company  anticipates  substantial  increases  in its rent and
occupancy costs in subsequent years.

                                       11
<PAGE>

The Company experienced  increased costs and expenses in a number of other areas
for the  2000  period  as  compared  to the 1999  period.  These  increases  are
attributable to its expansion and the implementation of its business strategy to
increase  the  number  of  its  subscribers  and  to  create  its  website.  The
significant changes are summarized as follows:

                                       For the twelve months
                                               ended
                                   -----------------------------
                                   December 31,     December 31,
EXPENSE                               2000              1999         % Increase
                                   ------------     ------------     ----------

Telephone and                      $    320,215     $    264,321          22%
 Communication costs
Travel and Promotion               $    890,415     $    104,335         754%
 Costs
Website Development                $    381,251     $    109,551         248%
 Costs
General, Administrative and        $    872,504     $    345,501         153%
other Operating costs

The Company incurred depreciation and amortization expense for the twelve months
ended  December  31,  1999  and  2000,  of  $13,504  and  391,546  respectively.
Amortization on the capitalized  website development costs for the twelve months
ended  December 31, 1999 and 2000,  was $6,416 and $143,324,  respectively.  The
increase in the 2000  period is  primarily a result of  increased  property  and
equipment   purchases,   web  development,   capitalized  leases  and  leasehold
improvements.

The Company incurred professional fees of $234,360 and $1,085,501 for the twelve
months  ended  December  31, 1999 and 2000,  respectively.  These  expenses  are
primarily  attributable  to its expansion and becoming a reporting  issuer.  The
Company  experienced  a net loss of  $4,251,065 or $.37 per share for the twelve
months ended  December 31, 1999 as compared to a net loss for the twelve  months
ended  December 31, 2000 of  $9,763,621  or $.57 per share.  The increase in the
Company's net loss was due to the stock compensation charge described above, and
increased  salaries  and  commissions,  professional  fees and  other  operating
expenses relating to its business expansion.

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

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating  activities  for the twelve months ended December 31,
1999,  was  $98,320,  compared  with net cash used by  operating  activities  of
$2,376,531  for the twelve months ended  December 31, 2000. The increase in cash
used by  operations  of  $2,278,211  was  primarily  caused  by an  increase  in
operating  expenses  incurred  in  connection  with  the  implementation  of the
Company's  business  strategy.  Net cash used in  investing  activities  for the
twelve  months  ended  December 31, 1999 and 2000,  was $464,967 and  $1,029,510
respectively.  The increase in cash used in investing activities was primarily a
result of additional purchases of property and equipment and website development
costs partially  offset by the proceeds from the sale of marketable  securities.
Net cash provided by financing  activities  for the twelve months ended December
31, 1999,  was  $2,973,107  compared  with  compared  with net cash  provided by
financing  activities of $981,675 for the twelve months ended December 31, 2000.
The cash  provided  from  financing  activities in the 2000 period was primarily
from the Series A Convertible Preferred Stock private placement offset partially
from  the  repayment  of  capital  lease  obligations.  The cash  provided  from
financing  activities in the 1999 period was provided  primarily by the issuance
of the Company's common stock.

The Company anticipates continuing cash requirements to finance costs associated
with advertising and marketing campaigns  contemplated for 2001, higher rent and
occupancy expenses associated with the Company's new location,  costs associated
with  upgrading  internal  accounting  and other  operating  systems,  and other
working capital and general corporate purposes.

                                       12
<PAGE>


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

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

MANAGEMENT

The company  terminated its employment  agreements with three senior executives,
the Chief Internet Officer,  Chief Strategy Officer and Executive Vice President
in 2000. In connection with these terminations, the Company cancelled the option
to purchase an aggregate of 862,205  shares of the company  stock.  In addition,
71,923  shares of stock were  forfeited and subject to repurchase by the Company
at the original issue price of $.0025.

In October  2000,  the  Company  added to its key  executives  by hiring a Chief
Financial  Officer.  As of December  31,  2000,  the Senior  Management  Team is
comprised of the Chief  Executive  Officer,  Chief  Operating  Officer and Chief
Financial Officer.

In addition,  two members of the Board of  Directors,  including  the  Chairman,
resigned  in  2000.  Furthermore,  three  members  of the  Advisory  Board  also
resigned. The Chief Executive Officer has assumed the role of Chairman.

GOING CONCERN

The Company has incurred  significant  losses from  operations and has generated
insufficient  operating revenue to fund its expenses.  In addition,  at December
31,  2000,  the  Company  had a  working  capital  deficiency  of  approximately
$3,000,000.  Due to cash deficiency the Company has defaulted on its capitalized
lease  obligation  and is in default on its  operating  lease for its  premises.
These factors (among others) raise substantial doubt about the Company's ability
to  continue  as a going  concern.  The  ability of the  Company to  continue to
operate as a going concern is  contingent  upon its  obtaining  additional  debt
and/or equity capital.

On October 12, 2000,  the Company signed an agreement that provided for the sale
to Harold  Gates of  10,000,000  shares of common stock and warrants to purchase
5,000,000  shares of common  stock.  The  original  date of  expiration  of this
transaction  was  November  9, 2000.  Upon mutual  consent,  the  agreement  was
extended several times until December 1, 2000. On that date, Mr. Gates requested
another  extension  until  December  15, 2000.  Although  the Company  continued
discussions  with Mr.  Gates  regarding  this  transaction,  the sale was  never
consummated and the agreement expired.

The  Company  signed a Letter of  Agreement  on January  25,  2001,  with Swartz
Private  Equity,  LLC  (Swartz),  for a $10,000,000  irrevocable  equity line of
credit.  Upon  closing,  the  agreement  provides  for Swartz to  purchase up to
$10,000,000  of Wall Street  Strategies  Corporation  (WSS)  common stock over a
three-year period that will be sold to Swartz at the Company's  discretion.  The
Company will be required by the terms of the  agreement  to file a  registration
statement with the SEC covering common stock (inclusive of convertible warrants)
that  potentially  could be issued  under the term of the equity line of credit.
The agreement  prohibits the Company from selling common stock to Swartz,  until
such time that its  registration  statement  is deemed  effective by the SEC. In
addition, throughout the term of the agreement, the Company would be required to
maintain  an  effective  registration  on all  common  stock  covered  under

                                       13

<PAGE>

the agreement as a condition of selling  stock to Swartz.  There is no guarantee
that the  Company  will be able to gain an  effective  registration  in a timely
manner,  if at all,  and  whether  it will be  able  to  maintain  an  effective
registration.

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

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

In addition, the Company has continued to seek additional financing.  Management
anticipates that any equity financing would be expected to result in substantial
dilution to the holders of the Company's  common  stock.  The Company could also
seek  capital  through debt  financing.  Any debt  financing  would be likely to
include   restrictive   covenants  limiting  the  Company's  ability  to  obtain
additional capital, whether through additional debt or equity financing, as well
as  restrictive   covenants   limiting  the  Company  with  respect  to  various
operational and financial matters.  In any event, there can be no assurance that
additional financing, whether through sales of equity or debt or leasing will be
available on terms and  conditions  acceptable  to the Company,  if available at
all. If such  financing  cannot be  obtained,  the Company  would be required to
reduce or postpone  expenditures,  particularly  with respect to advertising and
promotional  campaigns and may be forced to curtail  certain or all  operations.
Any such  postponement  would have a material  adverse  effect on the  Company's
business  and  results of  operations  and its  ability to  continue  as a going
concern.

In addition,  continuing  downturns  in the US Equity  Markets  could  adversely
affect the Company's  revenues and potentially  create  additional  losses.  The
Company's  primary  business  and  revenues  are  concentrated  in the  investor
services industry, and as such is susceptible to a reduction in broker services,
individual investing and online trading.

                                       14
<PAGE>

ITEM 6.  FINANCIAL STATEMENTS

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

                                    CONTENTS

 INDEPENDENT AUDITOR'S REPORT                                                F-1
CONSOLIDATED BALANCE SHEET                                                  F-2
CONSOLIDATED STATEMENTS OF OPERATIONS                                       F-3
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)                    F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS                                       F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            F6 - F-18


<PAGE>

Board of Directors and Shareholders
Wall Street Strategies Corporation
New York, New York

                          INDEPENDENT AUDITOR'S REPORT

We have  audited  the  accompanying  consolidated  balance  sheet of Wall Street
Strategies  Corporation  and subsidiary  (the "Company") as of December 31, 2000
and the related  consolidated  statements of  operations,  shareholders'  equity
(deficit) and cash flows for each of the two years in the period ended  December
31, 2000.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
December 31, 2000 and results of its  operations  and its cash flows for each of
the  two  years  in the  period  ended  December  31,  2000 in  conformity  with
accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
consolidated  financial statements,  the Company has incurred significant losses
from  operations,  has  generated  insufficient  operating  revenue  to fund its
expenses and has a net working capital  deficiency that raise  substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 3. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Hays & Company
------------------

March 16, 2001
New York, New York

                                                                             F-1
<PAGE>

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000

ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                        $     82,139
  Accounts receivable                                                    29,820
  Marketable securities, available for sale, at market value                700
  Deferred commission expense                                           246,337
  Other current assets                                                  176,984
                                                                   ------------
             Total current assets                                       535,980

PROPERTY AND EQUIPMENT, NET                                           1,484,340

DEFERRED WEBSITE DEVELOPMENT COSTS, NET                                 206,855

RESTRICTED CASH DEPOSIT                                                 272,000

SECURITY DEPOSITS                                                        40,000
                                                                   ------------

                                                                   $  2,539,175
                                                                   ============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $  1,944,581
  Accrued compensation                                                  291,495
  Deferred subscription income                                          703,817
  Capitalized lease obligations                                         500,562
  Shareholder loan payable                                               50,000
                                                                   ------------

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

COMMITMENTS AND CONTINGENCIES (Notes 3, 6, 7, 8, 9, 10 and 12)

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

SHAREHOLDERS' EQUITY (DEFICIT)
  Common stock, $.001 par value; 50,000,000 shares authorized;
    18,109,680 shares issued and outstanding                             18,110
  Additional paid-in capital                                         14,019,475
  Accumulated deficit                                               (14,186,891)
  Unearned compensation                                              (1,818,627)
  Accumulated other comprehensive loss                                  (13,125)
                                                                   ------------

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

                                                                   $  2,539,175
                                                                   ============


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







                                                                           F - 2

<PAGE>

                         WALL STREET STRATEGIES CORPORATION
                                   AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF OPERATIONS


                                                    Year Ended December 31,
                                                  ----------------------------
                                                      2000             1999
                                                      ----             ----
 REVENUE
      Subscription income                         $ 4,796,859      $ 4,318,534
      Consulting income                                                163,120
      Interest and dividends                           41,881            7,814
      Realized loss on sale of
        marketable securities                         (91,447)         (14,769)
                                                  -----------      -----------
                                                    4,747,293        4,474,699
                                                  -----------      -----------

 COSTS AND EXPENSES
      Salaries and commissions                      9,062,680        7,001,997
      Professional fees                             1,085,501          234,360
      Travel and promotion                            890,415          104,335
      Consulting fees                                 787,547          218,597
      Other operating expenses                        691,703          224,400
      Payroll taxes and employee benefits             433,470          314,251
      Depreciation and amortization                   391,546           13,504
      Website development costs                       381,251          109,551
      Telephone and communications                    320,215          264,321
      Rent and occupancy                              262,606           82,759
      General and administrative                      180,801          121,101
                                                  -----------      -----------
                                                   14,487,735        8,689,176
                                                  -----------      -----------

 LOSS BEFORE PROVISION FOR INCOME TAXES            (9,740,442)      (4,214,477)

 PROVISION FOR INCOME TAXES                            23,179           36,588
                                                  -----------      -----------

 NET LOSS                                         $(9,763,621)     $(4,251,065)
                                                  ===========      ===========

 BASIC AND DILUTED NET LOSS PER SHARE                 $ (0.57)         $ (0.37)
                                                  ===========      ===========

 WEIGHTED AVERAGE COMMON SHARES
      OUTSTANDING                                  17,192,765       11,463,918
                                                  ===========      ===========


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

                                                                           F - 3


<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                           Accumulated      Total
                               Common stock        Additional                                  other     shareholders'
                           --------------------     paid-in     Accumulated     Unearned   comprehensive    equity     Comprehensive
                             Shares     Amount      capital       deficit     compensation      loss       (deficit)        loss
                           ----------   -------   -----------   ------------   -----------   ----------   -----------   -----------
<S>                        <C>         <C>       <C>           <C>            <C>           <C>          <C>           <C>
BALANCE, JANUARY 1, 1999    9,455,898   $ 9,456   $        --   $   (179,305)  $        --   $  (68,612)  $  (238,461)

Outstanding common stock
  of Wall Street Strategies
  Corporation (Note 1)      6,250,000     6,250            --          7,100            --           --        13,350

Issuance of common stock
  for cash                    600,000       600     2,999,400             --            --           --     3,000,000

Issuance of common stock
  and options for services  1,258,205     1,258    10,081,692             --    (7,810,086)          --     2,272,864

Amortization of stock
  compensation                     --        --            --             --     1,559,628           --     1,559,628

Marketable securities
  valuation adjustment             --        --            --             --            --      (53,880)      (53,880)  $   (53,880)

Net loss, year ended
  December 31, 1999                --        --            --     (4,251,065)           --           --    (4,251,065)   (4,251,065)
                           ----------   -------   -----------   ------------   -----------   ----------   -----------   -----------
      Total comprehensive
        loss                                                                                                            $(4,304,945)
                                                                                                                        ===========
BALANCE,
  DECEMBER 31, 1999        17,564,103   $17,564   $13,081,092   $ (4,423,270)  $(6,250,458)  $ (122,492)  $ 2,302,436

Issuance of common stock
  and options for services    630,000       630     3,092,299             --    (3,091,679)          --         1,250

Amortization of stock
  compensation                     --        --            --             --     5,399,288           --     5,399,288

Forfeited shares of
  common stock and options    (84,423)      (84)   (2,124,138)            --     2,124,222           --            --

Preferred stock dividend           --        --       (29,778)            --            --           --       (29,778)

Marketable securities
  valuation adjustment             --        --            --             --            --      109,367       109,367   $   109,367

Net loss, year ended
  December 31, 2000                --        --            --     (9,763,621)           --           --    (9,763,621)   (9,763,621)
                           ----------   -------   -----------   ------------   -----------   ----------   -----------   -----------
      Total comprehensive
        loss                                                                                                            $(9,654,254)
                                                                                                                        ===========
BALANCE,
  DECEMBER 31, 2000        18,109,680   $18,110   $14,019,475   $(14,186,891)  $(1,818,627)  $  (13,125)  $(1,981,058)
                           ==========   =======   ===========   ============   ===========   ==========   ===========
</TABLE>


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

                                                                           F - 4

<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       YEAR ENDED DECEMBER 31,
                                                      -------------------------
                                                          2000          1999
                                                      -----------   -----------
INCREASE (DECEASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES

  NET LOSS                                            $(9,763,621)  $(4,251,065)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
  CASH USED IN OPERATING ACTIVITIES
    Depreciation and amortization                         391,546        13,504
    Realized loss on sale of marketable securities         91,447        14,769
    Stock compensation                                  5,399,288     3,829,348

  CHANGES IN OPERATING ASSETS AND LIABILITIES
    Accounts receivable                                    40,680       (57,100)
    Deferred commission expense                             9,240      (158,299)
    Other current assets                                  (30,355)     (127,795)
    Security deposits                                       6,023            --
    Accounts payable and accrued expenses               1,359,609       190,554
    Accrued compensation                                   26,949       264,548
    Deferred subscription income                          192,663       233,216
    Accrued pension expense                              (100,000)      (50,000)
                                                      -----------   -----------

      Net cash used in operating activities            (2,376,531)      (98,320)
                                                      -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                     (922,161)      (19,644)
  Deferred website development costs paid                (183,466)      (70,000)
  Cash paid for marketable securities                          --      (546,740)
  Proceeds from the sale of marketable securities          76,117       474,717
  Restricted cash deposit                                      --      (272,000)
  Payment made for other assets                                --       (31,300)
                                                      -----------   -----------

      Net cash used in investing activities            (1,029,510)     (464,967)
                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                    1,250     3,003,145
  Proceeds from issuance of preferred stock               995,000            --
  Proceeds from shareholder loan payable                   50,000            --
  Cash acquired in reverse acquistion                          --        13,350
  Repayment of loan from shareholder                           --       (43,388)
  Repayment of capitalized lease obligations              (64,575)           --
                                                      -----------   -----------

      Net cash provided by financing activities           981,675     2,973,107
                                                      -----------   -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS   (2,424,366)    2,409,820

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR            2,506,505        96,685
                                                      -----------   -----------

CASH AND CASH EQUIVALENTS, END OF YEAR                $    82,139   $ 2,506,505
                                                      ===========   ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      Interest paid                                   $    26,979   $        --
                                                      ===========   ===========
      Income taxes paid                               $    39,190   $    14,260
                                                      ===========   ===========

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

                                                                           F - 5
<PAGE>



1    THE COMPANY


     ORGANIZATION

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

     REVERSE ACQUISITION

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

     Under the terms of the Exchange  Agreement,  the Company issued to the sole
     shareholder  of WSSI,  9,455,898  shares of the  Company's  common stock in
     exchange for all of the issued and  outstanding  common stock of WSSI. This
     issuance  represented  approximately  53.84% of the post-merger  issued and
     outstanding  common stock of the Company.  For  accounting  purposes,  this
     transaction  has been treated as an  acquisition of the Company by WSSI and
     as a re-capitalization  of WSSI. The acquisition of the Company by WSSI has
     been  recorded  based on the fair value of the Company's  tangible  assets,
     which consisted of cash in the amount of $13,350. The Company, prior to the
     acquisition,  was an  inactive  shell  company.  The  historical  financial
     statements  prior to  September  23,  1999 are  those of WSSI.  Since  this
     transaction is in substance a  recapitalization  of WSSI and not a business
     combination,  pro forma information is not presented.  All costs associated
     with this transaction have been expensed.

     In connection with, and in contemplation of the Exchange Agreement, on July
     30, 1999, the Company sold 1,258,205  shares of common stock for $.0025 per
     share to certain key employees of WSSI,  and to two other  individuals  who
     entered  into  employment  agreements  with the  Company.  These shares are
     subject  to  repurchase  by the  Company  in  declining  increments  over a
     two-year period at $.0025 per share if employment is terminated (Note 10).

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

     BUSINESS

     The Company, through its subsidiary (WSSI) provides investment research and
     related 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.

                                                                             F-6
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


2    SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION

     The consolidated  financial  statements include the accounts of the Company
     and  its  wholly  owned  subsidiary,  WSSI.  All  significant  intercompany
     transactions and balances have been eliminated in consolidation.

     CONCENTRATIONS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations  of credit risk  consist  principally  of cash  investments,
     trade  receivables  and  marketable  securities.  At December 31, 2000, the
     Company's  cash  investments  are held at various  financial  institutions,
     which  limits  the  amount  of  credit   exposure  to  any  one   financial
     institution.  The Company's trade receivables  represent amounts due from a
     large number of customers who are disbursed  among numerous  industries and
     locations,  which  limits  the  amount of  credit  risk.  Unless  otherwise
     disclosed,  the fair  value of  financial  instruments  approximates  their
     recorded values.

     CASH AND CASH EQUIVALENTS

     The  Company   considers  all  highly  liquid   investments  with  original
     maturities when purchased of three months or less to be cash equivalents.

     MARKETABLE SECURITIES

     Marketable  securities,  which are classified as "available for sale",  are
     valued at fair market value. Unrealized gains or losses are recorded net of
     income  taxes as  accumulated  other  comprehensive  loss in  shareholders'
     equity,  whereas  realized gains and losses are recognized in the Company's
     statements of operations using the first-in, first-out method.

     PROPERTY AND EQUIPMENT

     Property  and   equipment  are  stated  at  cost  and   depreciated   on  a
     straight-line  basis over the estimated useful lives of the related assets,
     which  range from  three to ten years.  Expenditures  for  maintenance  and
     repairs are  charged to  operations  at the time the  expense is  incurred.
     Expenditures determined to represent additions are capitalized.

     WEBSITE DEVELOPMENT COSTS

     Costs  incurred in the  development  of the core software for the Company's
     website  infrastructure  are  capitalized  in accordance  with Statement of
     Position 98-1  "ACCOUNTING FOR THE COSTS OF SOFTWARE  DEVELOPED OR OBTAINED
     FOR INTERNAL  USE" and are amortized  over the expected  useful life of the
     developed  software ranging from one to three years.  Costs incurred in the
     development  of content  for the  Company's  website  and  maintenance  are
     expensed as incurred.  During the year ended December 31, 2000, the Company
     capitalized  $286,595  of  costs  associated  with the  development  of its
     website  infrastructure.  The  Company  amortized  $143,324  and  $6,416 to
     operations during the years ended December 31, 2000 and 1999, respectively.

                                                                             F-7
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


2    SIGNIFICANT ACCOUNTING POLICIES (continued)

     INCOME TAXES

     The Company  accounts  for income  taxes using the  liability  method which
     requires the  determination of deferred tax assets and liabilities based on
     the  differences  between  the  financial  and  tax  bases  of  assets  and
     liabilities  using  enacted  tax  rates  in  effect  for the  year in which
     differences are expected to reverse. The net deferred tax asset is adjusted
     by a valuation allowance, if, based on the weight of available evidence, it
     is more likely than not that some  portion or all of the net  deferred  tax
     asset will not be realized.

     The Company has net  deferred  tax assets  arising  principally  from stock
     compensation expenses, deferred subscription income and deferred commission
     expense.  The Company has fully  reserved their net deferred tax assets due
     to the uncertainty of their utilization.

     REVENUE RECOGNITION

     The Company provides investment  research and related information  services
     through  subscription  agreements  with its  customers  for  periods  which
     generally range in length from one month to one year.  Subscription  income
     is earned ratably over the term of the agreement.  The unearned  portion of
     such  income  is   reflected  as  deferred   subscription   income  in  the
     accompanying  consolidated  balance  sheet.  The  Company  also  defers the
     accompanying  commission  expense  related  to  the  deferred  subscription
     income.

     BASIC AND DILUTED EARNINGS PER COMMON SHARE

     The Company displays earnings per share in a dual presentation of basic and
     diluted  earnings per share.  Basic earnings per share includes no dilution
     and is  computed  by  dividing  net  income  or loss  available  to  common
     shareholders  by the weighted  average number of common shares  outstanding
     for the period.  Diluted earnings per share include the potential  dilution
     that could occur if  securities  or other  contracts  to issue common stock
     were exercised or converted into common stock.

     The  effect  of the  recapitalization  discussed  in Note 1 has been  given
     retroactive  application in the earnings per share calculation.  The common
     shares issued and outstanding  with respect to the pre-merger  shareholders
     has been included since the effective  date of the merger.  The issuance of
     the 1,258,205 and 500,000 common shares sold to employees and officers have
     been  included in the earnings per share  calculation  as and when they are
     released from escrow in accordance with the agreements discussed in Notes 8
     and 10. Outstanding common stock options,  convertible preferred shares and
     warrants have not been  considered in the  computation of diluted per share
     amounts,  since  the  effect  of their  inclusion  would  be  antidilutive.
     Accordingly, basic and diluted earnings per share are identical.

     STOCK BASED COMPENSATION

     The Company has adopted the  disclosure-only  provisions  of  Statement  of
     Financial   Accounting   Standards  No.  123  "ACCOUNTING  FOR  STOCK-BASED
     COMPENSATION"  ("SFAS  123").  The  Company  applies  APB  Opinion  No. 25,
     "ACCOUNTING  FOR  STOCK  ISSUED  TO  EMPLOYEES"  ("APB  25"),  and  related
     interpretations,  in  accounting  for its  plans  and  recognizes  non-cash
     compensation  charges related to the intrinsic value of stock  compensation
     granted to employees.

                                                                             F-8
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


2    SIGNIFICANT ACCOUNTING POLICIES (continued)

     RECLASSIFICATIONS

     Certain  reclassifications  have  been  made to the  prior  year  financial
     statements in order to conform with the current year presentation.

     USE OF ESTIMATES

     The  preparation of  consolidated  financial  statements in conformity with
     accounting  principles  generally  accepted in the United  States  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities at the date of the  consolidated  financial  statements and the
     reported  amounts of revenue and  expenses  during the  reporting  periods.
     Actual results could differ from those estimates.

3    GOING CONCERN

     The  accompanying  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 December 31, 2000,
     the Company had a working capital  deficiency of approximately  $3,000,000.
     These factors,  among others,  raise  substantial doubt about the Company's
     ability to  continue  as a going  concern.  The  ability of the  Company to
     continue as a going concern is contingent upon it obtaining additional debt
     and/or equity capital financing.  The accompanying  financial statements do
     not  include  any  adjustments  that might  result from the outcome of this
     uncertainty.

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

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

     As consideration  for entering into this agreement,  the Company will issue
     to Swartz a warrant to  purchase  720,000  shares of the  Company's  common
     stock at (i) $.31 per  share or (ii) the  lowest  closing  price  for the 5
     trading days prior to date of Swartz' execution of

                                                                             F-9
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


3    GOING CONCERN (continued)

     all the  closing  documents.  The term of this  warrant is 5 years from the
     date of issuance.  In addition,  Swartz will purchase the Company's  common
     stock at a discount of 7-9% of the market price.  The Company at its option
     may select a floor  price for any  specified  transaction  below  which the
     Company will not sell shares to Swartz under that transaction.

     In addition the Company has continued to seek additional  financing  needed
     to provide capital prior to the funding from the  contemplated  equity line
     of credit described above. Management anticipates that any equity financing
     would be expected to result in  substantial  dilution to the holders of the
     Company's  common stock.  The Company could also seek capital  through debt
     financing.  Any debt financing would likely include  restrictive  covenants
     limiting  the  Company's  ability  to obtain  additional  capital,  whether
     through  additional  debt or  equity  financing,  as  well  as  restrictive
     covenants  limiting  the Company with  respect to various  operational  and
     financial matters.  In any event, there can be no assurance that additional
     financing,  whether  through  sales of equity or debt will be  available on
     terms and  conditions  acceptable  to the Company,  if available at all. If
     such financing cannot be obtained,  the Company would be required to reduce
     or postpone  expenditures,  particularly  with respect to  advertising  and
     promotional  campaigns  and  may  be  forced  to  curtail  certain  or  all
     operations.  In addition, the inability to obtain financing 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.

4    MARKETABLE SECURITIES, AVAILABLE FOR SALE

     Marketable securities, available for sale, consist of the following:

                                                    Unrealized   Market
                                             Cost      Loss      Value
                                            -------   -------   -------
          DECEMBER 31, 2000
          U.S. equity securities            $13,825   $13,125   $   700
                                            =======   =======   =======

     Unrealized gain (loss) on marketable securities, net of amounts realized in
     the statement of  operations,  arising  during the years ended December 31,
     2000 and 1999 amounted to $17,920 and $(68,649), respectively.

5    PROPERTY AND EQUIPMENT, NET

     Property and equipment consists of the following at December 31, 2000:

                                                         Estimated
                                                        Useful Life
                                                        -----------
          Computer equipment                              3 years    $  898,725
          Furniture, fixtures and office equipment        5 years       461,825
          Media equipment                                 7 years       152,825
          Leasehold improvements                          10 years      274,046
                                                                     ----------
                                                                      1,787,421
          Less accumulated depreciation and amortization                303,081
                                                                     ----------

                                                                     $1,484,340
                                                                     ==========

                                                                            F-10
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


5    PROPERTY AND EQUIPMENT, NET (continued)

     Computer  equipment  with an original  cost of $565,138  has been  recorded
     under capitalized leases as of December 31, 2000.  Depreciation  expense on
     the computer  equipment  recorded under capitalized  leases was $93,659 for
     the year ended December 31, 2000.

     Leasehold  improvements  have been recorded net of  approximately  $295,000
     that the Landlord  agreed,  at the inception of the lease,  to reimburse to
     the Company for improvements to the leased  premises.  The remaining amount
     due from the landlord at December 31, 2000 is approximately $76,000 and has
     been  included in other  current  assets in the  accompanying  consolidated
     balance sheet.

6    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 $43,709 for
     the year ended December 31, 2000.

     The scheduled minimum required lease payments are as follows:

          Year ending December 31,
                 2001                               $278,384
                 2002                                216,749
                 2003                                 94,685
                                                    --------
                                                     589,818
          Less amount representing interest           89,256
                                                    --------

          Present value of minimum lease payments   $500,562
                                                    ========


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

7    COMMITMENTS AND CONTINGENCIES

     LEASES

     On November 23, 1999, the Company  entered into a ten-year lease  agreement
     for new office space located in New York City. In accordance with the terms
     of the lease agreement, the Company issued a letter of credit to the lessor
     in the approximate  amount of $272,000 for which the Company is required to
     maintain  a cash  deposit as  collateral  in a  separate  interest  bearing
     account.

                                                                            F-11
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


7    COMMITMENTS AND CONTINGENCIES (continued)

     LEASES (continued)

     Approximate future minimum required lease payments, are as follows:

          Year ending December 31,
                2001                                 $  253,680
                2002                                    253,680
                2003                                    264,955
                2004                                    270,592
                2005                                    270,592
          Thereafter                                  1,223,301
                                                     ----------
                                                     $2,536,800
                                                     ==========

     The  company is  currently  in default  of its  obligation  under the lease
     agreement.

     In  April  2000,  the  Company   negotiated  a  settlement  for  the  early
     termination  of its former  lease.  The  agreement  required  a  settlement
     payment of $17,500,  the  cancellation of the former lease and surrender of
     the premises.  The Company  surrendered  the premises on July 15, 2000, and
     has been released from any future obligations under the agreement.

     EMPLOYMENT AGREEMENTS

     On July 30, 1999, in conjunction with and, in contemplation of the Exchange
     Agreement  discussed  in Note 1, the  Company  entered  into an  employment
     agreement with its largest  shareholder who is also the President and Chief
     Executive  Officer of the Company.  The term of the  agreement is for three
     years,  commencing  September  23, 1999,  and provides for a base salary of
     $250,000 per annum with annual bonuses of up to $250,000 per year dependent
     upon the Company meeting  specified  revenue targets.  The agreement may be
     terminated by mutual  consent or by the Company for cause.  At December 31,
     2000, the amount payable to the President and Chief Executive Officer under
     the employment agreement is $109,535.

     On April 7, 2000, the Company entered into an employment agreement with its
     Chief  Operating  Officer.  The  agreement  has a term of three years at an
     annual base salary of  $175,000,  subject to annual  review by the Board of
     Directors for possible increase.  The agreement also provides for an annual
     incentive  bonus of up to 50% of base salary.  In addition,  in  accordance
     with the terms of the employment  agreement,  on April 7, 2000, the Company
     granted to the executive a stock option to purchase  500,000  shares of the
     Company's common stock at an exercise price of $7.50 per share.

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

     On October 17, 2000,  the Company  entered into an agreement with its Chief
     Operating  Officer to cancel the option to purchase  500,000  shares of the
     Company's  common stock that had been issued on April 7, 2000.  At the same
     time, the Chief Operating Officer purchased 500,000 shares of the Company's
     common stock at $.0025 per share,  all of which were deposited into escrow.
     This transaction resulted in additional unearned  compensation of $936,250.
     These shares are to be

                                                                            F-12
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


7    COMMITMENTS AND CONTINGENCIES (continued)

     EMPLOYMENT AGREEMENTS (continued)

     released from escrow as follows:  250,000  shares on December 6, 2000,  and
     50,000  shares on each of March 6, 2001,  June 6, 2001,  September 6, 2001,
     December 6, 2001 and March 6, 2002.

     For the year  ended  December  31,  2000,  $1,424,376  has been  charged to
     operations as a result of these transactions.

     TERMINATED EMPLOYMENT AGREEMENTS

     During 2000, the Company  terminated  the employment  agreements of several
     officers and  employees.  As a result,  the Company agreed to (i) make five
     monthly  severance  payments of $10,416  commencing in October  2000,  (ii)
     forgive the  outstanding  balance of $8,368 in connection with a loan to an
     employee  and (iii) pay a  consulting  fee of  $8,000 in  consideration  of
     consulting services to be provided by one of the officers through March 10,
     2001.

     In addition, 455,000 shares of the Company's common stock, issued to one of
     its officers under the terms of a subscription  rights  agreement (Note 10)
     became  immediately vested and 71,923 shares were forfeited and repurchased
     by the Company at $.0025 per share in accordance with their original terms.
     In addition,  options to purchase  216,000  shares of the Company's  common
     stock granted to the officers under the Company's stock option plans became
     immediately vested and options to purchase 862,205 shares were cancelled.

     LEGAL PROCEEDINGS

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

     Based on the representations and discussions between the Company (which was
     formerly  known as Vacation  Emporium  Corporation)  and Vacation  Emporium
     Marketing Inc., the Company believes that Vacation Emporium  Marketing Inc.
     is solely  responsible for any and all amounts owed to Zia Properties under
     the lease agreement.

     Vacation  Emporium  Marketing  Inc.  is  currently  attempting  to  reach a
     settlement of Zia Properties' claim against the Defendants. It is uncertain
     whether  this  settlement  effort  will be  successful.  If it is not,  the
     Company  will  engage  local  counsel to  represent  its  interest  in this
     litigation.  Regardless  the  Company  will  seek  recovery  from  Vacation
     Emporium  Marketing Inc. for any and all  liabilities  the Company may have
     with respect to the Zia Properties claim. The Company can make no assurance
     however  regarding the settlement or its liability  relating to this claim.
     As of December 31, 2000 the Company has not accrued any amounts  related to
     this claim.

                                                                            F-13
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


7    COMMITMENTS AND CONTINGENCIES (continued)

     REGULATORY MATTERS

     On August 11, 1999, the Company and its President reached an agreement with
     the  Securities  and  Exchange   Commission  in  connection   with  certain
     disclosures  regarding  the  Company's  relationship  with a company  being
     recommended  for purchase.  The settlement  calls for a consent  injunction
     prohibiting  violations of Section 17(b) and the payment of civil penalties
     of  $35,000.  The  Company's  costs  associated  with this matter have been
     included in the accompanying  consolidated  statement of operations for the
     year ended December 31, 1999.

8    MANDATORY REDEEMABLE PREFERRED STOCK

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

     Pursuant to the terms of the subscription  agreement (covering the issuance
     of the Series A Preferred Stock), if the registration has not been declared
     effective,  the Company is  obligated  to pay an amount  equal to 2% of the
     face value of the  preferred  stock for every 30 day period,  commencing on
     December  1, 2000,  in the form of  liquidated  damages.  The  Company  has
     recorded charges of $20,000 for the year ended December 31, 2000,  relating
     to this  provision and will continue to accrue  charges in 2001 until there
     is an effective  registration.  Commencing  with the effective  date of the
     registration,  the  Company  has the right to redeem the shares of Series A
     Convertible  Preferred  Stock  then  outstanding  upon 10 days  notice  and
     payment to the purchaser of an amount equal to 125% of the stated value. If
     the Series A  Convertible  Preferred  Stock was  converted  on December 31,
     2000, it would have been converted  into 4,576,791  shares of the Company's
     common stock.

     In connection  with the sale of the Series A Convertible  Preferred  Stock,
     the Company  issued to the placement  agent 100,000 shares of the Company's
     common stock and a warrant  exercisable over a five year period to purchase
     150,000 shares of the Company's common stock at $3.00 per share. The shares
     issued to the placement  agent and the shares issuable upon exercise of the
     warrant issued to the placement agent are also included in the registration
     statement.

                                                                            F-14
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


9    STOCK OPTION PLANS

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

          1996 COMPENSATORY STOCK OPTION PLAN

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

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

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

          The intrinsic  value of the 200,000  options  granted to the directors
          was accounted for as  compensatory  options in accordance  with APB 25
          and gave rise to earned compensation in the amount of $462,500 on that
          date.  The 75,000  options  granted to the  Company's  Advisory  Board
          members  (non-director  advisors) were valued in accordance  with SFAS
          123 and gave rise to earned  compensation in the amount of $276,285 on
          that date.

                                                                            F-15
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


9    STOCK OPTION PLANS (continued)

               1999 INCENTIVE STOCK PROGRAM

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

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

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

     The following  summarizes the combined activity of the option plans for the
     years ended December 31, 1999 and 2000:

                                                               Weighted Average
                                                   Options      Exercise Price
                                                  ----------   ----------------
          OUTSTANDING AT JANUARY 1, 1999                  --            --
          Granted                                  2,098,205         $3.73
                                                  ----------         -----

          OUTSTANDING AT DECEMBER 31, 1999         2,098,205         $3.73
          Granted                                    987,000          6.99
          Cancelled                               (1,687,205)         5.70
                                                  ----------         -----

          OUTSTANDING AT DECEMBER 31, 2000         1,398,000         $3.65
                                                  ==========         =====

     The  following  table  summarizes,  for each of the  following  classes  of
     options as determined by range of exercise price, the information regarding
     weighted average exercise price and weighted average remaining  contractual
     life as of December 31, 2000:

                                  Options Outstanding        Options Exercisable
                            ------------------------------   -------------------
                                       Weighted   Weighted              Weighted
                                        Average    Average    Number     Average
             Range of       Number of  Exercise   Remaining     of      Exercise
          Exercise Price     Options    Price    Life(years)  Options     Price
          ---------------   ---------  -------     -------    -------    -------

          $1.875              187,000  $ 1.875         4.8         --    $    --
          $3.500 - $4.000   1,186,000     3.79         3.6    770,000       3.68
          $10.000              25,000    10.00         2.2     25,000      10.00
                            ---------  -------     -------    -------    -------
                            1,398,000  $  3.64         3.7    795,000    $  3.96
                            ---------  -------     -------    -------    -------

                                                                            F-16
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


9    STOCK OPTION PLANS (continued)

     If the Company had elected to recognize compensation expense based upon the
     fair value at the date of grant for awards  under these  plans,  consistent
     with the  methodology  prescribed  by SFAS 123, the effect on the Company's
     net loss would be as follows:

                                          Year Ended December 31,
                                    ---------------------------------
                                        2000                  1999
                                    ------------          -----------

          NET LOSS

            As reported            $ (9,763,621)         $(4,521,065)
            Pro forma              $(11,850,408)         $(5,140,437)

          BASIC AND DILUTED EARNINGS PER SHARE

            As reported            $      (0.57)         $     (0.37)
            Pro forma              $      (0.69)         $     (0.45)

     The fair value of  Company's  common  stock  options  granted to  employees
     during the year ended  December 31, 2000  approximated  $4,591,000  and was
     estimated on the date of grant using the Black-Scholes option-pricing model
     with the following assumptions:  (1) 90% expected volatility, (2) risk-free
     interest  rates ranging from 6.19% to 6.51% and (3) expected lives of three
     to five years.

10   SHAREHOLDERS' EQUITY

     In connection with, and in contemplation of the Exchange Agreement, on July
     30, 1999, the Company sold 1,258,205  shares of common stock for $.0025 per
     share to certain key employees of WSSI,  and to two other  individuals  who
     entered into  employment  agreements  with the  Company.  These shares were
     placed in escrow and are subject to  repurchase by the Company in declining
     increments  over a  two-year  period at $.0025 per share if  employment  is
     terminated.   The   issuance   of  these   shares  gave  rise  to  unearned
     compensation, which is being earned and charged to expense ratably over the
     two-year  escrow  period.  For the years ended  December 31, 2000 and 1999,
     $3,213,646 and $1,340,965,  respectively, has been expensed and included in
     the accompanying  consolidated statements of operations. As of December 31,
     2000,  an  aggregate of 71,923  shares of common stock have been  forfeited
     (Note 7) and 142,500 shares remain in escrow.

     At December 31,  2000,  the Company had  warrants  outstanding  to purchase
     230,000 shares of the Company's  common stock at an exercise price of $3.00
     per share. These warrants expire in 2005.

11   INCOME TAXES

     The  approximate  effects of temporary  differences  and net operating loss
     carryforwards  that give rise to deferred  tax assets at December 31, 2000,
     are summarized as follows:

          Net operating loss carryforward                  $  4,370,000
          Stock compensation                                  6,110,000
          Valuation allowance on deferred tax asset         (10,480,000)
                                                           ------------

          Deferred tax asset, net                          $         --
                                                           ============

                                                                            F-17
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


11   INCOME TAXES (continued)

     The Company has provided for a full valuation allowance on the deferred tax
     asset due to the uncertainty of its realization.

     The Company's federal net operating loss carryforwards, which are available
     to offset future taxable income, if any, expire through 2020.

12   RETIREMENT PLANS

     In  January  1996,  WSSI  adopted  a profit  sharing  plan on behalf of its
     employees  whereby  contributions to the plan are made at the discretion of
     management  and no  contributions  are made by  employees.  During the year
     ended December 31, 1999,  management  elected to make  contributions to the
     plan  in the  amount  of  $100,000.  Management  elected  not to  make  any
     contributions for the year ended December 31, 2000.

13   SUBSEQUENT EVENTS

     REPURCHASE OF COMMON STOCK

     In February and March 2001, three  individuals  terminated their employment
     with the Company.  The Company has repurchased  41,250 shares of previously
     issued  common  stock  at  $.0025  per  share  from  these  individuals  in
     accordance with the terms of their subscription agreements (Note 10).

     PREFERRED STOCK CONVERSION

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

                                                                            F-18
<PAGE>

ITEM 7.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

Gelfond Hochstadt  Pangburn,  P.C. and Lilling & Company LLP were previously the
principal accountants for us and for Wall Street Strategies, Inc., respectively.
On March 20, 2000,  the engagement of these firms was terminated by our board of
directors.

In  connection  with the audit by Lilling & Company of Wall  Street  Strategies,
Inc.  for  the  two  fiscal  years  ended  December  31,  1998,  there  were  no
disagreements with Lilling on any matter of accounting  principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements if not resolved to their satisfaction would have caused Lilling to
make  reference in connection  with their  opinion to the subject  matter of the
disagreement.  Lilling & Company  has not issued  any  opinion  with  respect to
either our financial statements or those of Wall Street Strategies, Inc. for the
fiscal year ended December 31, 1999.

Gelfond  Hochstadt  Pangburn,  P.C. has not issued any opinions on our financial
statements, and, therefore, there have been no adverse opinions,  disclaimers of
opinion,  qualifications  or  modifications  as to  audit  scope  or  accounting
principles  regarding any report of Gelfond on our financial  statements.  There
were no  disagreements  with Gelfond on any matter of  accounting  principles or
practices,  financial  statement  disclosure,  or auditing  scope or  procedures
leading to their termination.

On March 21, 2000, we engaged Hays & Company to audit our  financial  statements
for the fiscal year ended  December 31, 1999.  Hays & Company had not previously
provided any services to us or to Wall Street Strategies, Inc.

ITEM 8.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS  The
following  table sets forth the name,  age and position of each of our directors
and executive officers.

     NAME                    AGE                   POSITION
     ----                    ---                   --------
     Charles V. Payne........ 37   Chief Executive Officer, President & Director
     Daliah Amar............. 40   Chief Operating Officer
     Ian Bress............... 44   Chief Financial Officer
     Gerald Turner........... 58   Director
     David J. McCallen....... 43   Director

CHARLES V. PAYNE has been our Chief Executive Officer,  President and a director
since our acquisition of Wall Street Strategies,  Inc., in September 1999. Since
1991, Mr. Payne has been President,  Chief Executive Officer, director and chief
analyst of Wall Street Strategies, Inc.

DALIAH AMAR joined us as Chief  Operating  Officer in March 2000.  From February
1999 through May 1999, Ms. Amar was the Vice President,  Sales and Marketing, at
Big Apple  Technologies  Inc., a value added reseller and integrator of computer
equipment.  From  September  1996 through April 1998, Ms. Amar was the Executive
Vice President,  Global Sales, of IPC Information Inc., a provider of integrated
equipment and services, including trading systems,  international voice and data
network services and cabling infrastructure to the financial community. From May
1994  through  July 1996,  Ms. Amar was the  President  and founder of BellSouth
Network  Solutions Inc., a provider of network  integration  systems,  including
consulting,   design,   implementation,   management  and  support  services  to
BellSouth's largest customers.

IAN BRESS has been with Wall Street  Strategies as our Chief  Financial  Officer
since October  2000.  Prior to joining us, Mr. Bress served as President of East
Coast Operations with  HealthFusion.com from its inception in January 1999 until
October 2000.  From January 1984 until December 1998, he was the Senior Managing
Partner and founder of a New York based Certified Public Accounting firm.

GERALD TURNER has been a director  since August 1999. Mr. Turner is Chairman and
co-founder  of Potomac  Capital  Group,  Inc.,  an  advisory  firm  focusing  on
acquisition and divestiture services,  capital raising, and strategy consulting.
Mr. Turner has been Chairman of Potomac Capital Group, Inc. since before 1995.

                                       15
<PAGE>


DAVID J.  MCCALLEN  became  one of our  directors  in  August  1999.  He was our
Executive Vice President and Secretary from September 1999 until September 2000.
From  September 1997 to April 1999,  Mr.  McCallen was  associated  with Potomac
Capital Group, Inc., Falls Church, Virginia, a private investment bank, where he
focused on capital raising and strategy consulting.  From July 1996 through June
1997, Mr.  McCallen was Director of Marketing for Xybernaut  Corp.,  Fair Lakes,
Virginia. From October 1995 to June 1996, Mr. McCallen was Marketing Director at
TELE-TV, a broadband interactive services firm formed as a joint venture by Bell
Atlantic,  NYNEX and Pacific  Telesis.  Prior to October 1995, Mr.  McCallen was
director of marketing for a computer  networking  company  located in Los Gatos,
California.

Our by-laws  provide that the board of directors  shall consist of not less than
one and no more than seven  persons as  resolved by the board from time to time.
Members of the board  serve until the next annual  meeting of  shareholders  and
until  their  successors  are elected and  qualified.  Directors  are elected by
plurality  vote. At least  one-fourth in number of the directors must be elected
annually.  Meetings  of the  board  are held  when and as  deemed  necessary  or
appropriate. Officers are appointed by and serve at the discretion of the board.
There are no family relationships among any of our directors.

We have entered into a voting  agreement with various  parties fixing the number
of directors at five and  identifying  the individuals who are to act as members
of the board. See "Description of Securities--Voting Agreements".

ADVISORY BOARD

In August  1999,  we formed an advisory  board which  currently  consists of two
members.   We  consider  the  advisory  board  to  be  an  important  source  of
professional  talent,  as well as an important  resource for the  development of
organizational  infrastructure and processes. In addition, the advisory board is
expected to assist us in enhancing  awareness  about our products,  establishing
strategy and financial relationships and developing our website.

THE MEMBERS OF THE ADVISORY BOARD ARE:

Kenneth C. Allen Vice President at Lehman Brothers  Investment Banking Division.
Mr.  Allen  currently  focuses on  providing  corporate  finance  to  technology
companies, specifically,  internet consulting businesses and systems integration
firms.

Robert Boehm Vice President of Human Resources for the Americas for Baan Company
N.V., a  Netherlands  based global  provider of enterprise  business  management
software.

EMPLOYMENT AGREEMENTS AND RELATED MATTERS

On September  23, 1999,  we entered into an  employment  agreement  with Charles
Payne,  our President and Chief Executive  Officer.  The agreement has a term of
three  years at an  annual  salary  of  $250,000  subject  to  increases  at the
discretion  of our  board  of  directors  but no less  than 10% per  annum.  The
agreement  also provides for annual  bonuses of no less than  $125,000  provided
that we reach certain revenue milestones. The agreement contains customary terms
relating to expense  reimbursement and benefits,  as well as confidentiality and
non-compete provisions.

On December 7, 1999, we granted to Mr. Payne a stock option to purchase  300,000
shares of common  stock at an  exercise  price of $4.00 per share.  Mr.  Payne's
option becomes  exercisable in various  increments  over the two years following
the date of grant.  The option  remains  exercisable  until five years after the
date of grant,  but terminates  upon Mr. Payne's  termination as an employee for
any reason.  However, the option (to the extent exercisable,  if at all) remains
exercisable  for one year following Mr. Payne's  termination  due to death,  and
ninety (90) days following termination due to disability.

                                       16
<PAGE>


We have also entered into an  employment  agreement,  dated April 7, 2000,  with
Daliah Amar,  our Chief  Operating  Officer.  The  agreement has a term of three
years at an annual base salary of $175,000 subject to annual review by our board
of directors for possible  increase.  The agreement  also provides for an annual
incentive bonus of up to 50% of base salary. In addition, in accordance with the
terms of the  employment  agreement,  on April 7, 2000, we granted to Ms. Amar a
stock option to purchase  500,000 shares of common stock at an exercise price of
$7.50 per share.  On October  17,  2000,  the Chief  Operating  Officer  and the
Company entered an agreement causing there to be a simultaneous  cancellation of
the stock  option and the  purchase of 500,000  shares of the  Company's  common
stock  for  $.0025  per  share.  These  shares  will be held in  escrow  and are
scheduled to be released as follows:  On December 6, 2000, 250,000 were released
from escrow, and 50,000 shares on each of March 6, 2001, June 6, 2001, September
6, 2001, December 6, 2001 and March 6, 2002 will be released.

ITEM 9. EXECUTIVE COMPENSATION

THE FOLLOWING TABLE SETS FORTH THE COMPENSATION PAID TO THE PRINCIPAL

Executive  Officers,  whose annual  salaries and bonuses  exceeded  $100,000 for
services  rendered to us and our  predecessors  for the years ended December 31,
2000, December 31, 1999, and December 31, 1998.

SUMMARY COMPENSATION TABLE

          Name &
          Principal
          Position                        Year     Salary            Bonus
          ---------------------           ----    --------       ------------

          Charles V. Payne, CEO           2000    $256,781       $250,000(1,2)
          Charles V. Payne, CEO           1999    $250,000       $250,000(1,2)
          Charles V. Payne, CEO           1998    $134,835       $100,000(3)
          Daliah Amar, COO                2000    $143,836       $ 71,918
          Shawn Baldwin, CSO              2000    $169,608(4)
          David McCallen, EVP             2000    $145,834

(1)  Does not include other annual  compensation  consisting of life  insurance,
     disability and health insurance and a parking allowance.

(2)  In accordance  with the provisions of his employment  agreement,  Mr. Payne
     received  specified bonuses based on achievement by Wall Street Strategies,
     Inc. of revenue  goals.  In September  2000,  our board agreed to amend Mr.
     Payne's  employment  agreement to provide  that  bonuses  would be based on
     sales and not on revenues. No discretionary bonus was paid to Mr. Payne.

(3)  Mr. Payne was the sole shareholder and director of Wall Street  Strategies,
     Inc. during 1998. This includes $35,000 paid in consulting fees.

STOCK OPTION PLANS

We have  adopted two  separate  stock option plans that provide for the grant of
options and other forms of  incentive  awards to selected  officers,  employees,
directors, and consultants to us or our subsidiaries. The purpose of these plans
is to promote our growth by enabling us to attract and retain the best available
persons for positions of  substantial  responsibility  and to provide  employees
with  additional  incentives  to  contribute  to our  success.  Both  plans  are
administered  by our  board  of  directors  (unless  it  elects a  committee  to
administer the plans).

                                       17
<PAGE>


1996 COMPENSATORY STOCK OPTION PLAN

Our 1996  compensatory  stock  option plan was adopted by our board of directors
and approved by our  shareholders in October 1996.  Subject to adjustment in the
event of certain specified  corporate  events,  options to purchase a maximum of
2,000,000  shares of common  stock may be granted  under the 1996  stock  option
plan.  The plan has a term of ten years and no options may be granted  after its
expiration.  On  December 7, 1999,  our board of  directors  determined  that no
further  awards will be made under the 1996 stock option plan.  As of that date,
options to purchase a total of 1,153,205 shares of common stock were outstanding
under the plan.  The 1996 stock  option  plan  provides  solely for the grant of
options that are not intended to qualify as incentive  stock options  within the
meaning of Section 422 of the Internal  Revenue Code of 1986. Under the terms of
the 1996 stock option plan,  the exercise  price of the options must be at least
85% of the fair market value of our common stock on the date of grant.  The term
of  options  to be  granted  may not  exceed 10 years from the date of grant and
generally  terminate  automatically:  upon  termination of employment for cause;
within a period  (specified in the individual option grant) after termination of
employment  without cause;  within twelve months after the death of an employee;
and, in the event of total disability,  one year after termination of employment
unless otherwise specified in the grant. Generally, options are not transferable
other than by will or by operation of law.

Options may be exercised by paying the cash exercise price, or, with the consent
of the board of directors, by delivering to us securities or a personal recourse
promissory  note. At the discretion of our board of directors,  as determined in
the  individual  options  grant,  an  option  may  contain a  cashless  exercise
provision.

1999 INCENTIVE PROGRAM

On December 7, 1999, our shareholders  approved the 1999 incentive  program that
had been adopted by the board of directors.  The program permits the granting of
any or all of the following types of awards: stock options,  including incentive
stock  options,  stock  appreciation  rights in tandem  with  stock  options  or
freestanding, and restricted stock grants.

The aggregate number of shares of common stock that may be issued or transferred
under the program is  5,000,000,  subject to  adjustment in the event of certain
specified  corporate  events,  plus (i) any shares which are forfeited under the
program or the 1996 stock option plan, (ii) the number of shares  repurchased by
us in the open market and otherwise with an aggregate  price no greater than the
cash proceeds received by us from the sale of shares under the program and (iii)
any shares  surrendered to us in payment of the exercise price of options issued
under the program. However, no award may be issued that would bring the total of
all  outstanding  awards  under the 1999  program  to more than 15% of the total
number of shares of common stock at the time outstanding.  The maximum number of
shares for which options and stock appreciation  rights may be granted under the
1999  program to any person  during any  calendar  year is 500,000  (subject  to
appropriate adjustment in the event of any changes in our capitalization).

Options may be exercised in cash or, with the board of directors'  approval,  by
delivering shares of common stock already owned by the grantee and having a fair
market value on the date of exercise equal to the option price, or a combination
of cash and shares.  The board of directors may provide for a cashless  exercise
provision in the individual grant.

The board of directors may at various times amend, alter, suspend or discontinue
the program,  subject to any  requirement  of shareholder  approval  required by
applicable law;  provided,  that no amendment shall be made without  shareholder
approval if such  amendment  would (i) increase the maximum  number of shares of
common stock  available for issuance under the program,  (ii) reduce the minimum
option  price in the case of an option or the base  price in the case of a stock
appreciation right, (iii) effect any change inconsistent with Section 422 of the
Internal  Revenue Code or (iv) extend the term of the 1999 program.  The program
terminates  on the tenth  anniversary  of its effective  date unless  terminated
earlier or extended by the board of directors.

In the case of incentive stock options granted under the program,  the following
special rules apply:

The aggregate fair market value of the stock covered by incentive  stock options
granted  under the program or any of our other stock  option  plans or of any of
our  subsidiaries  or parent that become  exercisable  for the first time by any
optionee in any calendar year shall not exceed $100,000. The period for exercise
of the  option  shall not  exceed  ten years from the date of the grant (or five
years if the  optionee  is also a 10%  shareholder).  The option  price at which
common stock may be purchased  under an incentive stock option shall be the fair
market

                                       18
<PAGE>


value (or 110% of the fair market value if the optionee is a 10% shareholder) of
the common stock on the date of the grant.  Incentive  stock options may only be
granted to our  employees  (including  officers) or of a  subsidiary  or parent.
These  options by their terms shall not be  transferable  by the optionee  other
than by the laws of descent and distribution,  and shall be exercisable,  during
the lifetime of the optionee, only by the optionee.

As of December 31, 2000, a total of 1,398,000 options were outstanding under the
programs.

The following  table sets forth  certain  information  concerning  stock options
granted to Principal  Executive Officers during 2000. The exercise price for the
grant to such  named  person was the fair  market  value of the shares of common
stock on the date of grant,  determined  by  reference  to the closing  price as
quoted in the OTC Electronic Bulletin Board on such date.

OPTIONS GRANTS IN LAST FISCAL YEAR

NAME                   NUMBER OF    PERCENT OF TOTAL OPTIONS    Exercise
EXP DATE           OPTIONS ISSUED     GRANTED TO EMPLOYEES        Price
--------           ---------------  ------------------------    --------
Ian Bress
10/17/05               150,000                 16%                $1.875


No options were exercised (or exercisable) during 2000.

ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets forth  information  as of March 30,  2001,  based on
information  obtained  from  the  persons  named  below,  with  respect  to  the
beneficial  ownership  of the common stock by (i) each person known by us to own
beneficially  5% or more of the common  stock,  (ii) each of our  directors  and
officers and (iii) all directors  and officers as a group.  The number of shares
of common stock owned are those  "beneficially  owned" as  determined  under the
rules of the SEC,  including any shares of common stock as to which a person has
sole or shared voting or  investment  power and any shares of common stock which
the person has the right to acquire  within 60 days  through the exercise of any
option,  warrant or right.  Unless  otherwise  indicated,  the  address for each
person is c/o Wall Street Strategies Corporation,  80 Broad Street, New York, NY
10004.

                                                    NUMBER OF    PERCENTAGE
NAME OF BENEFICIAL OWNER                           SHARES OWNED     OWNED
------------------------                           ------------   ----------

Charles V. Payne(1)(2)                              11,355,197      62.2%

David J. McCallen (4)                                  555,000       3.0%

Daliah Amar                                            500,000       2.8%

Gerald Turner(3)
11911 Freedom Drive
Suite 440
Reston, VA 20190                                       102,000         *

All executive officers and directors as a group     12,512,197        68%
--------------------------------------------------------------------------------

* Less than 1%

                                       19
<PAGE>


(1)  Includes  800,000 shares held of record by Todd Moore.  Pursuant to a stock
     transfer   agreement  between  Messrs.   Payne  and  Moore  and  a  related
     irrevocable  proxy from Mr. Moore, Mr. Payne has the right, for a period of
     up to one year ending not later than January 17, 2001,  to vote the 800,000
     shares held of record by Mr.  Moore.  Includes an  aggregate  of  1,258,205
     shares  held of record by  certain  employees  of the  company as well as a
     total  of  281,094  shares  issuable  upon  options  held by each of  those
     employees and that are exercisable  within 60 days. Mr. Payne has the right
     in certain instances pursuant to a voting agreement with these employees to
     direct  the  voting of the their  shares  whether  owned at the time of the
     agreement or subsequently acquired.  Includes 150,000 shares held of record
     by Ian Rice and  approximately  60,000  shares held of record by  Corporate
     Communications Network, Inc. ("CCN").  Pursuant to a voting agreement among
     Mr. Payne, Mr. Rice, CCN and Sigma Limited, S.A. ("Sigma"), for a period of
     two years ending September 23, 2001, Mr. Payne will vote his shares for the
     election to the board of directors of two designees of Sigma (including Mr.
     Rice),  and Mr. Rice and CCN will vote their shares for the election to the
     board of directors of Mr. Payne and two of his designees (who,  pursuant to
     the terms of the Voting  Agreement,  are Messrs.  Turner and McCallen).  In
     addition,  includes  150,000  shares  issuable  upon  exercise of currently
     exercisable  option. Does not include 150,000 shares issuable upon exercise
     of options which are not exercisable within 60 days.

(2)  Pursuant to a voting  agreement  among Mr. Payne,  Mr. Rice, CCN and Sigma,
     for a period of two years ending  September  23, 2001,  Mr. Payne will vote
     his shares for the election to the board of  directors of two  designees of
     Sigma (including Mr. Rice), and Mr. Rice and CCN will vote their shares for
     the  election  to the  board  of  directors  of Mr.  Payne  and  two of his
     designees.

(3)  Includes  100,000  shares  issuable upon exercise of currently  exercisable
     stock options.

(4)  Includes  100,000  shares  issuable upon exercise of currently  exercisable
     stock options.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not entered into any transactions  during the last two fiscal years with
any director,  executive officer, director nominee, 5% or more shareholder,  nor
have we entered into transactions  with any member of the immediate  families of
the  foregoing  persons  (including  spouses,  parents,  children,  siblings and
in-laws), nor is any transaction proposed except for the following:

It is our policy that all transactions  between us and our officers,  directors,
principal  shareholders  and their  affiliates  be on terms that are at least as
favorable  as could be obtained  from  unrelated  third  parties in  arms-length
transactions,  and that all these  transactions be approved by a majority of the
disinterested members of the board of directors. We believe that the transaction
described above complied with such policy.

                                       20
<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 April 6, 2001                         By: /s/ CHARLES V. PAYNE
                                               --------------------
                                           Charles V. Payne
                                           President and Chief Executive Officer

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