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, 2001

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

                        COMMISSION FILE NUMBER 000-29499

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

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

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

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

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

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

         State issuer's revenues for its most recent fiscal year.  $2,462,345
                                                                   ----------

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $220,672

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

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

         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

         As of April 11, 2002, the registrant had 18,447,549 shares of Common
Stock outstanding.

         Transitional Small Business Disclosure Format (check one)

                                               Yes ___  No _X_
<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>       <C>                                                                                          <C>
PART I

Item 1.   Description of Business ...................................................................  1-6
Item 2.   Description of Property....................................................................  6-7
Item 3.   Legal Proceedings .........................................................................  7-8
Item 4.   Submission of Matters to a Vote of Security Holders .......................................  8
Part II
Item 5.   Market for Common Equity and Related Stockholder Matters ..................................  8-9
Item 6.   Management's Discussion and Analysis Of Financial Condition And Results Of Operations .....  9-13
Item 7.   Financial Statements.......................................................................  F1-F16
Item 8.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......  14
PART III
Item 9.   Directors, Executive Officers, Promoters and Control Persons...............................  14-15
Item 10.  Executive Compensation.....................................................................  15-17
Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters................................................................  15-17
Item 12.  Certain Relationships and Related Transactions.............................................  18
Item 13.  Exhibits, List and Reports on Form 8-K.....................................................  18-20
</TABLE>


<PAGE>


PART I

ITEM 1.  DESCRIPTION OF BUSINESS

As used in this  Form  10-KSB,  "we",  "us",  and  "our"  refer  to Wall  Street
Strategies Corporation and its consolidated subsidiary,  Wall Street Strategies,
Inc.

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 our  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. Our 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 our ability to control or predict.  These  factors  include,  but are not
limited to, general  economic  conditions,  changes in  competition,  changes in
accounting  principles,  policies  or  guidelines;  changes  in  legislation  or
regulation  and  other  economic,  competitive,   governmental,  regulatory  and
technological factors affecting our operations, pricing, products and services.

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.

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 Mr. Payne of shares of our 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 our common
stock.

On July 30, 1999, in  contemplation  of the possible  transaction with Mr. 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,  employees of Wall Street Strategies,  Inc.
We had 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 was terminated  other than by
reason of death or disability.  The shares  purchased by these  individuals were
released from escrow,  and from our  corresponding  repurchase  right,  in eight
equal quarterly  installments  over the course of the two year period.  In 2001,
three of the ten individuals terminated their employment and 41,250 shares where
repurchased by us.


                                      -1-
<PAGE>


A ninth  individual,  David McCallen,  one of our former  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  remaining
71,923  shares,  were forfeited and  repurchased by us 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.  On October 1, 2001,  the option to
purchase these shares expired.

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 vested,
and the option on the  remaining  410,923  shares was  cancelled.  On October 1,
2001, the option to purchase these shares expired.

The ten individuals  referred to above also entered into a voting agreement with
Mr.  Payne,  dated  as of July  30,  1999,  conditioned  on the  closing  of the
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 the capital stock.

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.,
entered into an  employment  agreement  with Mr.  Payne,  and Mr. Payne became a
member  of the  board  of  directors.  In  connection  with the  closing  of our
acquisition of Wall Street Strategies, Inc., we completed the sale to accredited
investors,  pursuant to Rule 506 of  Regulation  D under the  Securities  Act of
1933,  as  amended,  of an  aggregate  of  600,000  shares of  common  stock for
aggregate proceeds of $3,000,000.

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 Wall Street Strategies,  Inc., nor have we been involved in
any bankruptcy, receivership or similar proceeding.

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,  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, 2001, we had approximately 15,500 total users of our free and
paid services.  During 2001, we continued to implement our business  strategy to
increase the total number of our subscribers. To those ends, we launched a newly
designed website with added features and benefits such as a stock opinion of the
week, a portfolio tracker and email alerts on our recommendations.  We expect to
use the website to build brand awareness and attract paying  subscribers for our
products.


                                      -2-
<PAGE>


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.  The Investment  Company Institute  reported that the number of
U.S.  household  owning  mutual  funds rose  another 6% to 54.8  million for the
twelve months ended September 30, 2001.  Today,  52% of U.S.  households now own
mutual  funds.   One-third  of  these  households   invested  in  funds  through
work-sponsored  retirement plans, but even more (38%) held their funds directly.
From 1995 through  mid-2000,  investors  opened 12.5 million  on-line  brokerage
accounts--a  number  projected to grow to more than 42 million by 2003  (Cerulli
Associates,  2000; Robertson Stephens, 2000). Furthermore,  according to a March
2002  report by JD Powers &  Associates,  90  percent  of online  investors  are
planning to increase their trading volume over the next year.

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.  The
Internet 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.  Many of these recent  investors  are  inexperienced.
On-line  investors  typically  do not receive  investment  recommendations  from
brokers whom they personally know. Instead, they turn to the numerous sources of
information  available on the Internet.  In data  recently  published by Neilsen
NetRatings, 44% of active Internet users visited a finance site in January 2002,
and each user spent an average of 21 minutes and 33 seconds at that site.

By combining our existing  products and services with 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
advice, analysis and research and attract such investors as new subscribers.

PRODUCT AND SERVICES

Since 1991,  Wall Street  Strategies,  Inc. has provided  independent  research,
analysis,  news,  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 $2,500.  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  and a
stock opinion of the week. We offer  discounts to  subscribers  if they purchase
more than one product and if they elect  quarterly or yearly  subscriptions.  We
also offer a Pay-Per-Pick Service that ranges from $4,500-$100,000  depending on
the number of stock recommendations purchased.

Charles V. Payne, our Chief Executive Officer and principal analyst,  works with
our staff of 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

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  appeals generally to active traders holding equity  investments on a
short-term (i.e., one hour to one month) basis.

                                      -3-
<PAGE>


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  the broader  market.
Hotline  generally  appeals  to  investors  holding  equity  investments  for an
intermediate (i.e., 30 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,  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  publication  reporting  and  assessing  rumors and takeover
speculation.  The Storyline seeks to provide  subscribers  with trading guidance
and insight with respect to existing rumors and takeover speculation.

ENHANCED SERVICES

Our enhanced  services are made up primarily of two products,  The Institutional
Service and the  Pay-Per-Pick  Service.  These services  provide more customized
information to our subscribers,  offering greater insight and analysis than that
available  through  our other  products.  Both  services  are geared to the more
advanced investors and traders.

INSTITUTIONAL SERVICE

The  Institutional  Service  offers  to  subscribers  comprehensive  information
regarding our recommendations on individual  securities.  This service is geared
toward  active  individual,   professional,   and  institutional   traders.  The
Institutional Service provides subscribers with the opportunity to contact us to
request information on a limited basis regarding individual  securities selected
by the  subscriber.  This  service is not  offered to  subscribers  to our other
products.  This service also includes the Hotline and the  Institutional  Weekly
Wrap.

PAY-PER-PICK SERVICE

The Pay-Per-Pick 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).
Subscribers  pay for this service based on a  predetermined  number of our stock
recommendations,  typically  sold in baskets of 10 to 300.  This service is more
personalized  in  nature  and as  such  is  delivered  to the  client  by  their
representative via the phone or email.

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:

                                      -4-
<PAGE>


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 our products and us. 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.

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. In order for us to be able to
offer these or other contemplated  products or services,  we would have to raise
additional  capital  through  debt,  equity  or a  significant  increase  in our
operating cashflow (as discussed in the "Going Concern" section of Item 5).

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, 2001,  Wall Street  Strategies,  Inc. sales and marketing  staff
numbered  nine  persons.   The  sales  and  marketing  force,  which  is  solely
compensated based on subscriptions  sold,  provide  demonstrations for potential
subscribers and manage 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. These appearances  generate
leads for us of which many are from international investors.

In 2001, we expanded the marketing of our products to European and international
investors. We currently have subscribers in 63 countries.

STRATEGIC DISTRIBUTION RELATIONSHIPS AND CONTENT SYNDICATION

Due to a lack of  resources  and  capital,  we did not  develop  any  additional
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.  Furthermore,  the existing  relationships have not
yielded any  significant  revenue and in some case have expired.  Our ability to
further  develop  these  initiatives  will be  dependent on our ability to raise
additional  capital  and/or  increase our  revenues (as  discussed in the "Going
Concern" section of Item 5).

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, and Fortune.

                                      -5-
<PAGE>


     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  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 its  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 all
of our current employees,  consultants, advisors and collaborators to enter into
confidentiality   agreements   that  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 us to provide certain  individualized  services
to current and new  subscribers.  As a  registered  investment  adviser,  we are
subject to various  laws,  rules,  and  regulations  that may not  otherwise  be
applicable to persons whose business activities are not subject to registration.
We fully intend to comply with all applicable law, rules, and regulations.

We are subject to various  federal and state  securities and other laws that may
limit our activities and, under certain circumstances, subjects us to additional
costs of  compliance  or the  imposition  of  sanctions if we did not comply the
various laws.

We maintain and publish a privacy policy regarding  clients'  nonpublic personal
information.   Wall  Street  Strategies  maintains  physical,   electronic,  and
procedural  safeguards  to guard  nonpublic  personal  information  and does not
disclose any nonpublic personal  information about clients to anyone,  except as
permitted by law.

EMPLOYEES

As of  December  31,  2001,  we had a total  of 12  employees,  all of whom  are
full-time  employees,  and 4 full-time  consultants.  Of these persons, 9 are in
sales  and  marketing,  4  are  analysts,  researchers,   writers  or  editorial
personnel, and 3 are in accounting,  operations,  administration and management.
We are not subject to any collective bargaining agreements.

ITEM 2. DESCRIPTION OF PROPERTY

OUR PRINCIPAL EXECUTIVE OFFICE

Our offices are located 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 of office  space at this
location.

                                      -6-
<PAGE>


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

On April  18,  2001,  as a result of our  default  on our rent  obligation,  the
Landlord  drew down the  letter of credit  and is  currently  in  possession  of
$270,592, which is being held as a security deposit. During the first quarter of
2001,  the Landlord  filed a notice of  non-payment  petition  (the  "Petition")
seeking  eviction,  naming us as the  defendant  relating  to the default on the
lease for our premises at 80 Broad Street, New York, NY. The petitioner landlord
requested a final judgment awarding  possession of our premises to the Landlord.
In addition,  the  Petition  sought a judgment for $174,213 for rent in arrears,
interest, attorney fees, and related other trial costs.

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

As of December 31, 2001, we owed $60,535 under the terms of this agreement.

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., we believe that Vacation  Emporium  Marketing
Inc., and some or all the corporation's shareholders, are solely responsible for
any and all amounts owed to Zia Properties under the Lease Agreement.

Vacation Emporium Marketing Inc., is currently  attempting to reach a settlement
of Zia Properties' claim against all of the defendants.  It is uncertain whether
this  settlement  effort will be  successful.  However,  we have  engaged  local
counsel to  represent  our  interests  in this  litigation  and have  received a
judgment against the principals of Vacation Emporium  Marketing for an amount to
be determined  based on any judgment  brought  against us. A trial date has been
set for  September  3, 2002,  unless a settlement  can be reached  prior to this
date.

Zia Properties  subsequently  filed a Motion for Summary Judgment (the "Motion")
on December 5, 2001. We have filed for a Motion for Extension of Time to require
Zia  Properties  to answer  discovery  before we are  required to respond to the
Motion.  Zia Properties has since  responded.  Our response to the Motion is due
April 19, 2002.

As of December 31, 2001, we have accrued for amounts due under this claim.

NATIONWIDE INSURANCE COMPANY

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

                                      -7-
<PAGE>


On June 28, 2001, we reached a settlement with  Nationwide  Insurance and agreed
to pay $5,956 in monthly increments of $500 until paid in full.

As of December 31, 2001, we owed $2,956 under the terms of the agreement.

AMERICAN EXPRESS TRAVEL RELATED SERVICES

American Express Travel Related Services  Company,  Inc. has filed a summons and
complaint  for  delinquencies  in the amount of $259,933,  plus $38,990 in legal
fees,  relating to amounts due on our corporate  credit card account.  Our Chief
Executive  Officer,  a former  employee,  and we have been named as  defendants.
American  Express is seeking a judgment  against the  defendants  for  corporate
credit card breach of contract, in the sum of $298,923. We have filed a response
and are contesting  certain elements of the summons and complaint.  On March 28,
2002,  we paid $5,000 as part of a stipulation  to allow us  additional  time to
gather  information and to try and reach a settlement.  Currently,  a trial date
has been set for June 2002,  however,  we are  attempting  to reach a settlement
with American Express.

As of December 31, 2001, the Company has accrued approximately  $250,000 related
to the summons and complaint.

STEVENS COMMUNICATIONS

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

While we were in discussions to resolve this matter, Stevens received a judgment
on February 22, 2002 in the amount of $166,141,  plus attorney's fees of $1,641.
We are currently  attempting to settle this matter. No assurances can be made as
to the final settlement. At December 31, 2001, $166,141 has been accrued related
to this judgment.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was  submitted  to a vote of our security  holders  during the quarter
ended December 31, 2001.

PART II

ITEM 5. 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.

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

2001
----
First Quarter                               $  .59               $  .14
Second Quarter                              $  .35               $  .04
Third Quarter                               $  .07               $  .01
Fourth Quarter                              $  .14               $  .01

                                      -8-
<PAGE>


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

On April 11,  2002 the  closing  share  price of the  Company's  stock price was
$.034.

For  information  on  recent  sales  of  unregistered  securities,  see item 7 -
Financial Statements.

NUMBER OF SHAREHOLDERS

As of December 31, 2001,  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 its 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 6.  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 our  founding  in 1991,  we have  engaged  in the  business  of  providing
investment  research and information  services for  institutional and individual
investors  and  financial  professionals.  We have  historically  delivered  our
products,  including  financial  and market  information,  analysis,  advice and
commentary,  to paying  subscribers  through a variety of media including phone,
fax,  e-mail,  audio  recordings,  newsletters  and traditional  mail.  Sales of
subscriptions   to  our  subscribers  have   predominantly   been  comprised  of
institutional investors and financial professionals.

During  2001,  we  continued  in a limited  capacity to execute on our  business
strategy to increase the total number of our subscribers,  including significant
numbers of individual  investors,  and to diversify  our sources of revenue.  To
those ends,  we  redesigned  and  launched  our new  website,  introduced  a new

product, our Pay-Per-Pick Service, and entered into an advertising  arrangement.
We expect  to use the  website  to build  brand  awareness  and  attract  paying
subscribers for our products.  The Pay-Per-Pick 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).  Subscribers pay for this service based on
a predetermined number of our stock  recommendations,  typically sold in baskets
of 10 to  300.  This  service  is more  personalized  in  nature  and as such is
delivered to the client by their  representative via the phone or email. We also
entered into an advertising  arrangement  with Cybercorp in late 2001. Under the
terms of this agreement,  they pay us a monthly fee for advertising on our site.
If we are unable to  attract  financing  (as  discussed  in the "Going  Concern"
section  below),  we will be  severely  limited in  executing  our  strategy  of
increasing the number of subscribers.  Furthermore,  continuing downturns in the
U.S.  Equity Market could continue to adversely  affect our revenues and ability
to succeed with web  initiatives,  strategic  relationships,  and building brand
awareness.

We have  benefited  from the  prominence  of our CEO and  spokesperson,  Charles
Payne, as an analyst to whom the media regularly turns for expert  commentary on
the  equity  markets.  Mr.  Payne  appears  daily on the Yahoo!  Finance  Vision
30-minute market wrap-up segment, Yahoo!  Technology Investor,  which has gained
in popularity among Yahoo!  Viewers.  We believe that the interactive  nature of
the show, combined

                                      -9-
<PAGE>


with the media exposure it provides,  has been effective in building traffic and
unique visitors to our website,  as well as adding new users to our base. We now
have  subscribers in 63 countries.  In addition,  we receive media exposure from
Mr. Payne's  appearances on ABC World News, BBC Television,  Cannon,  CBS Market
Watch and other finance-oriented programming. We plan on continuing our strategy
of  gaining  media  exposure  to build  brand  recognition  and to  promote  our
products.

If we are successful in raising additional capital and if our revenues increase,
to the extent our resources  permit, we will continue to develop our website and
embark  upon a  marketing  and  advertising  program  to  promote  our brand and
products.  In 2001, we did not have the resources to implement any marketing and
advertising initiatives.  Furthermore,  presently, we do not have the capital to
launch a marketing and advertising  program. If we are unable to attract capital
financing that we are seeking, it is unlikely that additional development of the
website and marketing and advertising programs will take place.

We will also pursue additional strategic relationships and, as appropriate, hire
additional personnel,  including management  personnel,  and purchase additional
computer systems and software,  within the aforementioned financing limitations.
In 2001, we did not realize any material  revenues from any of our alliances and
some our existing arrangements have expired.

As  discussed  below,  the twelve  months  ended  December  31,  2000 (the "2000
Period") were  characterized  by sales  increases  which were offset by expenses
associated  with sales  commissions  from  subscriptions,  increased  personnel,
website design and other strategic and operational initiatives.  As a result, we
incurred  significant  losses from operations.  The twelve months ended December
31, 2001 (the "2001  Period") were  characterized  by a significant  decrease in
sales,  primarily  attributable  to the downturn in the U.S.  equity markets and
economy,  which was offset by a significant reduction in expenses as a result of
major cost cutting measures and business development initiatives.  The reduction
in cost included  reduced sales  commissions  from  subscriptions,  reduction in
personnel,  website development,  travel,  professional fees and other strategic
and operational  initiatives.  It is not anticipated  that there will be further
significant decreases in operational expenses in 2002.

We  have  incurred   significant  losses  from  operations  and  have  generated
insufficient  operating revenues to fund our expenses.  In addition, at December
31, 2001, we had a working capital deficiency of approximately $3,700,000. These
factors, (among others) raise substantial doubt about our ability to continue as
a going  concern.  Our  ability to  continue  to  operate as a going  concern is
contingent  upon  our  obtaining  additional  debt  and/or  equity  capital  and
increasing our revenues.  If we are unable to obtain additional  financing there
will be a depletion of available capital.  The severe limitations imposed by the
resulting  capital  deficiency  will cause a certain  interruption in continuing
business. See discussion of Liquidity and Capital Resources below.

RESULTS OF OPERATIONS

As of December 31, 2001, we had approximately 15,500 total users of our free and
paid  services.  We will  continue  our  efforts  to convert  users into  paying
subscribers.  Subscription revenue for the twelve months ended December 31, 2000
and 2001, were $4,796,859 and $2,362,544, respectively. Our primary business and
revenues are  concentrated  in the investor  services  industry and as such have
been  susceptible to downturns in the equity market as well as other  conditions
that adversely impact broker services, individual investors, and online trading.
Any decline in the U.S. equity market, whether it is long term or otherwise, has
and could  continue  to  adversely  affect our revenue  and  potentially  create
additional losses.

Income from sales of subscriptions to our products represented nearly all of our
revenue in both periods  except for  consulting  income of $217,000 for the 2001
Period.  This income primarily  represented the value of stock and cash received
by us in  exchange  for  consulting  and  advisory  services.  The  decrease  in
subscription  revenue resulted  primarily from a decrease in sales in connection
with the decline in the U.S. equity market and a downturn in the economy.

We  significantly  reduced our operating  expenses in 2001, which have partially
offset the decreases in revenue for the twelve months ended December 31, 2001. A
substantial   portion  of  our  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 us and certain  outside
consultants as part of our expansion

                                      -10-
<PAGE>


strategy.  Total  operating  expenses  decreased  from  $14,498,229  in  2000 to
$5,448,851 in 2001. These amounts represent a decrease of 62% from 2000 to 2001.

Included in costs and expenses are salaries and  commissions  of $9,062,680  for
the twelve months ended  December 31, 2000, and $3,110,282 for the twelve months
ended December 31, 2001. These amounts  represent a decrease of 66% from 2000 to
2001.  Included in salaries and  commissions  for the 2000 and 2001 periods were
expenses  of  $4,918,858  and   $1,382,721,   respectively,   related  to  stock
compensation.  Excluding  stock  compensation,  salaries and commissions for the
2000 and 2001 periods were  $4,143,822  and  $1,727,561,  respectively.  Payroll
taxes and employee benefits decreased from $433,470 in 2000 to $218,374 in 2001.
This represents a decrease of 50% from the prior year.  Apart from the charge to
expense represented by stock compensation,  salaries and commissions continue to
represent the most substantial  portion of the operating  expenses.  We realized
decreases in commissions  payable to sales  representatives as a result of lower
subscription income. We anticipate  continuing our 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
increase.  We  further  anticipate  additional  charges  to  expense  for  stock
compensation during the first quarter of 2002, of approximately $200,000.  After
that  time,  all  expenses  attributable  to  stock  compensation  will be fully
amortized.

During  the  twelve  months  ended  December  31,  2000 and  2001,  we  incurred
consulting  fees of $787,547  and  $98,143,  respectively.  Included in the 2000
Period was 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, 2000 was
$480,430 and the balance  represented  various other  consultants.  In 2001, the
entire amount was paid in cash to consultants for services rendered.

Rent and  occupancy  costs  increased  from $262,606 for the twelve month period
ended  December 31, 2000, to $309,981 for the twelve  months ended  December 31,
2001,  a 18%  increase.  These  increases  are  attributable  to the  additional
expenses  associated  with our office  space.  We moved into new office space on
July 14, 2000, which is significantly larger than our previous location.

We significantly decreased our costs and expenses in a number of other areas for
the 2001 Period as compared to the 2000 Period. These decreases are attributable
to our plan to reduce  our  operating  expenses.  The  significant  changes  are
summarized as follows:

                                        FOR THE TWELVE MONTHS ENDED
                                        DECEMBER 31,    DECEMBER 31,
EXPENSE                                    2001            2000       % DECREASE
                                           ----            ----
Telephone and Communication costs       $  73,960       $ 320,215        77%
Travel and Promotion Costs              $  17,595       $ 890,415        98%
Website Development Costs               $   3,438       $ 381,251        99%
General, Administrative and other       $ 612,260       $ 882,998        31%
  Operating costs

We incurred  depreciation and  amortization  expense for the twelve months ended
December 31, 2000 and 2001, of $391,546 and $634,039 respectively.  Amortization
on the  capitalized  website  development  costs  for the  twelve  months  ended
December  31,  2000 and 2001,  was  $143,324  and  $206,855,  respectively.  The
increase in the 2001 Period is primarily a result of a full year of depreciation
on 2000  purchases of property and equipment,  capitalized  leases and leasehold
improvements.

We incurred  professional  fees of $1,085,501 and $229,494 for the twelve months
ended  December 31, 2000 and 2001,  respectively.  The 2000 period  expenses are
primarily  attributable to our expansion and becoming a reporting  issuer and as
such, we significantly reduced our expenses in the 2001 Period. We experienced a
net loss of $9,763,621,  or $.57 per share, for the twelve months ended December
31, 2000,  as compared to a net loss for the twelve  months  ended  December 31,
2001, of $2,986,506,  or $.16 per share. The decrease in our net loss was due to
the  reduction in stock  compensation  charge  described  above,  and  decreased
salaries  and  commissions,  professional  fees  and  other  operating  expenses
relating to our cost cutting initiatives.

                                      -11-
<PAGE>


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

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating  activities  for the twelve months ended December 31,
2000,  was  $2,376,531,  compared with net cash used by operating  activities of
$97,429 for the twelve months ended December 31, 2001. The decrease in cash used
by operations of $2,279,102 was primarily  caused by a decrease in  compensation
and  a  reduction  in  operating   expenses  incurred  in  connection  with  the
implementation  of our cost cutting strategy and  initiatives.  Net cash used in
investing  activities  for the  twelve  months  ended  December  31,  2000,  was
$1,029,510, compared to net cash provided of $61,401 for the twelve months ended
December  31,  2001.  The  decrease  in cash used in  investing  activities  was
primarily a result of the  reduction in the  purchase of property and  equipment
and  deferred  website  development  cost paid.  Net cash  provided by financing
activities for the twelve months ended December 31, 2000, was $981,675  compared
with net cash provided by financing  activities of $43,503 for the twelve months
ended December 31, 2001. The cash provided from financing activities in the 2000
period was  primarily  from the private  placement  of our Series A  convertible
preferred stock.

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

Historically,  we have  raised a total of  $4,130,000  cumulatively  through two
separate private  placements and a loan from two potential  investors.  Prior to
July 1999,  we relied on operating  revenues to provide our  capitalization.  To
provide the  capital  necessary  to finance  our goals of growing  our  customer
subscriber  base,  establishing  a branded web presence,  and  positioning us to
participate  in  strategic  alliances,  capitalization  initiatives  beyond  our
historic capital source were necessary to provide the financing platform.

On September  23, 1999,  we received net proceeds of $3 million from the sale of
600,000 shares of our 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 our directors.

On August 18, 2000,  we 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).

On September 17, 2001, we received a loan for $50,000 from a potential investor.
The terms and conditions of this loan have not been finalized.  We have recorded
this as a loan payable in these consolidated financial statements.

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

MANAGEMENT

In June 2001, the  employment  agreement  with our Chief  Financial  Officer was
terminated  and the stock option  granted in connection  with his employment was
cancelled.  Daliah Amar, our Chief Operating  Officer,  has assumed the role and
associated  duties.  In addition,  one member of our Board of  Directors,  David
McCallen,  resigned in 2001. Presently, we have two board members, Charles Payne
and Gerald Turner. Our Chief Executive Officer assumed the role of the Chairman.

                                      -12-
<PAGE>


GOING CONCERN

We  have  incurred   significant  losses  from  operations  and  have  generated
insufficient  operating revenue to fund our expenses.  In addition,  at December
31, 2001, we had a working capital deficiency of approximately  $3,700,000.  Due
to our  cash  deficiency,  we are  currently  delinquent  on most  of our  trade
payables  and  have  defaulted  on  our  capitalized   lease   obligation.   The
delinquencies  with vendors and the default on the capitalized lease obligations
has prompted several  creditors to threaten legal  collection  action or in some
cases file a complaint  and summons for amounts due on trade credit  extended to
us. These factors  (among others) raise  substantial  doubt about our ability to
continue  as a going  concern.  Our  ability to  continue  to operate as a going
concern is contingent upon our obtaining additional debt and/or equity capital.

We signed a Letter of Agreement on January 25, 2001, with Swartz Private Equity,
LLC,  for a  $10,000,000  irrevocable  equity line of credit.  Due to  financial
restrictions,  we subsequently halted our efforts to move forward on this equity
line of credit.

On September 17, 2001, we received a loan for $50,000 from a potential investor.
The terms and conditions of this loan have not been finalized.  We have recorded
this as a loan payable in the  accompanying  consolidated  financial  statements
(see item 7 - Financial Statements).

On April 5, 2002, we received a loan for $80,000 from a potential  investor with
the  proceeds  to be  used  primarily  as  working  capital.  We are  continuing
discussions  with this investor.  No assurances can be made,  however,  that any
additional  financing will result from these discussions (see item 6 - Liquidity
and Capital Resources).

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

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

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


                                      -13-
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000




                                    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........................... F-6 - F-16




<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, 2001
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, 2001.  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 of  America.  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, 2001 and the results of its  operations and its cash flows for each
of the two years in the  period  ended  December  31,  2001 in  conformity  with
accounting principles generally accepted in the United States of America.

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 LLP

April 5, 2002
New York, New York




                                      F-1
<PAGE>


                       WALL STREET STRATEGIES CORPORATION
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2001

ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                     $     89,614
     Accounts receivable                                                 10,838
     Marketable securities, available for sale, at market value              --
     Deferred commission expense                                        272,881
     Other current assets                                                31,833
                                                                   ------------
     Total current assets                                               405,166

Property and equipment, net                                             920,473
Security deposit                                                        270,592
                                                                   ------------
                                                                   $  1,596,231
                                                                   ============
LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable and accrued expenses                         $  2,247,766
     Accrued compensation                                               516,680
     Capitalized lease obligations                                      464,313
     Deferred subscription income                                       779,660
     Investor loan payable                                               50,000
     Shareholder loan payable                                            79,854
                                                                   ------------
     Total current liabilities                                        4,138,273
                                                                   ------------
COMMITMENTS AND CONTINGENCIES (NOTES 3, 6, 7, 8, 9, AND 10)

Mandatory redeemable series A convertible preferred stock - 8%
 cumulative, $.001 par value; 5,000,000 shares authorized;
 9.24 shares issued and outstanding, stated at                        1,026,826
                                                                   ------------
 SHAREHOLDERS' DEFICIT
     Common stock, $.001 par value; 50,000,000 shares authorized;
     18,447,549 shares issued and outstanding                            18,448
     Additional paid-in capital                                      13,788,453
     Accumulated deficit                                            (17,173,397)
     Unearned compensation                                             (202,372)
                                                                   ------------
     Total shareholders' deficit                                     (3,568,868)
                                                                   ------------
                                                                   $  1,596,231
                                                                   ============

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,
                                                 ------------------------------
                                                     2001               2000
                                                 ------------      ------------
REVENUE
     Subscription income                         $  2,362,544      $  4,796,859
     Consulting income                                217,000                --
     Interest and dividends                             7,622            41,881
     Realized and unrealized loss on
       marketable securities                         (124,821)          (91,447)
                                                 ------------      ------------
                                                    2,462,345         4,747,293

COSTS AND EXPENSES
     Salaries and commissions                       3,110,282         9,062,680
     Depreciation and amortization                    634,039           391,546
     Other operating expenses                         460,632           691,703
     Rent and occupancy                               309,981           262,606
     Professional fees                                229,494         1,085,501
     Payroll taxes and employee benefits              218,374           433,470
     General and administrative                       151,628           191,295
     Asset impairment                                 141,285                --
     Consulting fees                                   98,143           787,547
     Telephone and communications                      73,960           320,215
     Travel and promotion                              17,595           890,415
     Website development costs                          3,438           381,251
                                                 ------------      ------------
                                                    5,448,851        14,498,229

LOSS BEFORE PROVISION FOR
     INCOME TAXES                                  (2,986,506)       (9,750,936)

Provision for income taxes                                 --            12,685
                                                 ------------      ------------

NET LOSS                                         $ (2,986,506)     $ (9,763,621)
                                                 ============      ============

Basic and diluted net loss per share             $      (0.16)     $      (0.57)
                                                 ============      ============

Weighted average common shares
     outstanding                                   18,225,046        17,192,765
                                                 ============      ============


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>
                                                            COMMON STOCK              ADDITIONAL
                                                   -----------------------------       PAID-IN         ACCUMULATED       UNEARNED
                                                       SHARES          AMOUNT          CAPITAL           DEFICIT       COMPENSATION
                                                   ------------     ------------     ------------     ------------     ------------
<S>                                                  <C>            <C>              <C>              <C>              <C>
BALANCE, JANUARY 1, 2000                             17,564,103     $     17,564     $ 13,081,092     $ (4,423,270)    $ (6,250,458)
Issuance of common stock and options for services       630,000              630        3,092,299               --       (3,091,679)
Amortization of stock compensation                           --               --               --               --        5,399,288
Forfeited shares of common stock and options            (84,423)             (84)      (2,124,138)              --        2,124,222
Preferred stock dividend                                     --               --          (29,778)              --               --
Marketable securities valuation adjustment                   --               --               --               --               --
Net loss, year ended December 31, 2000                       --               --               --       (9,763,621)              --
                                                   ------------     ------------     ------------     ------------     ------------
          Total comprehensive loss

BALANCE, DECEMBER 31, 2000                           18,109,680           18,110       14,019,475      (14,186,891)      (1,818,627)
Re-purchase of stock issued to employees                (41,250)             (41)        (233,595)              --          233,534
Amortization of stock compensation                           --               --               --               --        1,382,721
Preferred stock conversion                              379,119              379           75,621               --               --
Preferred stock dividend                                     --               --          (73,048)              --               --
Marketable securities valuation adjustment                   --               --               --               --               --
Net loss, year ended December 31, 2001                       --               --               --       (2,986,506)              --
                                                   ------------     ------------     ------------     ------------     ------------
          Total comprehensive loss

BALANCE, DECEMBER 31, 2001                           18,447,549         $ 18,448     $ 13,788,453     $(17,173,397)    $   (202,372)
                                                   ============     ============     ============     ============     ============

<CAPTION>
                                                        ACCUMULATED
                                                           OTHER            TOTAL
                                                       COMPREHENSIVE     SHAREHOLDERS'     COMPREHENSIVE
                                                           LOSS        EQUITY (DEFICIT)         LOSS
                                                       ------------    ----------------    -------------
<S>                                                    <C>              <C>                <C>
BALANCE, JANUARY 1, 2000                               $   (122,492)    $  2,302,436
Issuance of common stock and options for services                --            1,250
Amortization of stock compensation                               --        5,399,288
Forfeited shares of common stock and options                     --               --
Preferred stock dividend                                         --          (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)
                                                       ------------     ------------       ------------
          Total comprehensive loss                                                         $ (9,654,254)
                                                                                           ============

BALANCE, DECEMBER 31, 2000                                  (13,125)      (1,981,058)
Re-purchase of stock issued to employees                         --             (102)
Amortization of stock compensation                               --        1,382,721
Preferred stock conversion                                       --           76,000
Preferred stock dividend                                         --          (73,048)
Marketable securities valuation adjustment                   13,125           13,125       $     13,125
Net loss, year ended December 31, 2001                           --       (2,986,506)        (2,986,506)
                                                       ------------     ------------       ------------
          Total comprehensive loss                                                         $ (2,973,381)
                                                                                           ============
BALANCE, DECEMBER 31, 2001                             $         --     $ (3,568,868)
                                                       ============     ============
</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

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                   ---------------------------
                                                                       2001            2000
                                                                   -----------     -----------
<S>                                                                <C>             <C>
INCREASE (DECEASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES

    NET LOSS                                                       $(2,986,506)    $(9,763,621)

     ADJUSTMENTS TO RECONCILE NET LOSS TO NET
     CASH USED IN OPERATING ACTIVITIES
         Depreciation and amortization                                 634,039         391,546
         Asset impairment                                              141,285              --
         Realized and unrealized loss on marketable securities         124,821          91,447
         Stock compensation                                          1,382,721       5,399,288
         Deferred rent                                                  16,912          11,275
         Marketable securities received for services                  (177,000)             --

     CHANGES IN OPERATING ASSETS AND LIABILITIES
         Accounts receivable                                            18,982          40,680
         Deferred commission expense                                   (26,544)          9,240
         Other assets                                                  186,559         (24,332)
         Accounts payable and accrued expenses                         286,274       1,348,334
         Accrued compensation                                          225,185          26,949
         Deferred subscription income                                   75,843         192,663
         Accrued pension expense                                            --        (100,000)
                                                                   -----------     -----------
            Net cash used in operating activities                      (97,429)     (2,376,531)
                                                                   -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                 (4,603)       (922,161)
     Deferred website development costs paid                                --        (183,466)
     Proceeds from the sale of marketable securities                    66,004          76,117
                                                                   -----------     -----------
            Net cash provided by (used in) investing activities         61,401      (1,029,510)
                                                                   -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of common stock                                 --           1,250
     Proceeds from issuance of preferred stock                              --         995,000
     Re-purchase of stock issued to employees                             (102)             --
     Proceeds from investor loan payable                                50,000              --
     Repayment of capitalized lease obligations                        (36,249)        (64,575)
     Proceeds from shareholder loan payable                             29,854          50,000
                                                                   -----------     -----------
            Net cash provided by financing activities                   43,503         981,675
                                                                   -----------     -----------
NET INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                    7,475      (2,424,366)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                            82,139       2,506,505
                                                                   -----------     -----------
CASH AND CASH EQUIVALENTS, END OF YEAR                             $    89,614     $    82,139
                                                                   ===========     ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
         Interest paid                                             $    14,038     $     9,048
                                                                   ===========     ===========
         Income taxes paid                                         $        --     $    51,641
                                                                   ===========     ===========
</TABLE>


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


                                      F-5

<PAGE>


1    THE COMPANY

     ORGANIZATION

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

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

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

     In connection with, and in contemplation of the Exchange Agreement, on July
     30, 1999,  WSSC 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  WSSC.  These  shares  were  subject  to
     repurchase by WSSC in declining increments over a two-year period at $.0025
     per share if employment was terminated (Note 10).

     Also in contemplation of the Exchange Agreement, on September 23, 1999 WSSC
     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

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

2    SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION

     The consolidated  financial statements include the accounts of WSSC 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, 2001, the
     Company's cash investments are held at one financial institution,  which at
     times may exceed insured limits. 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.


                                      F-6
<PAGE>


     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.  All  costs  capitalized  in  connection  with  the
     Company's website  infrastructure  have been fully amortized as of December
     31, 2001.

     IMPAIRMENT OF LONG LIVED ASSETS

     The  Company  periodically  reviews  its  long-lived  asset for  impairment
     whenever events or changes in circumstances indicate the carrying amount of
     an asset  may not be  recoverable.  Impairment  is  determined  to exist if
     estimated  undiscounted future cash flows are less than the carrying amount
     of the asset. If such assets are considered to be impaired,  the impairment
     recognized  is measured by the amount by which the  carrying  amount of the
     asset exceeds the fair value of the assets.

     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 commission expenses,  subscription income
     and net operating loss carryforwards.  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  and  through  its
     Pay-Per-Pick service. The subscription agreements generally range in length
     from one month to one year.  Subscription income is earned ratably over the
     term of the agreement.  The Pay-Per-Pick Service provides the customer with
     a basket of stock  recommendations,  typically  sold in increments of 10 to
     300.  Pay-Per-Pick income is earned ratably as each recommendation is given
     to a customer.


                                      F-7
<PAGE>


     The unearned portion of the  subscription  and the  Pay-Per-Pick  income is
     reflected as deferred subscription income in the accompanying  consolidated
     balance sheet. The Company also defers the accompanying  commission expense
     related to its 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 issuance of the 500,000 and  1,258,205  common shares sold to employees
     and officers has been included in the earnings per share calculation as and
     when they are  released  from  escrow  in  accordance  with the  agreements
     discussed in Notes 7 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") for stock based grants issued to employees.  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.

     USE OF ESTIMATES

     The  preparation of  consolidated  financial  statements in conformity with
     accounting  principles  generally  accepted in the United States of America
     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.

     RECLASSIFICATIONS

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

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, 2001,
     the Company had a working capital  deficiency of approximately  $3,700,000.
     The Company is delinquent  on most of its trade  payables and has defaulted
     on its capitalized lease  obligations.  The delinquencies  with vendors and
     the default on the  capitalized  lease  obligations  has  prompted  several
     creditors  to  threaten  legal  collection  action or in some  cases file a
     complaint  and  summons for  amounts  due on trade  credit  extended to the
     Company.  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.


                                      F-8
<PAGE>


     In contemplation of obtaining  additional  financing,  the Company signed a
     Letter of Agreement on January 25, 2001, with Swartz Private  Equity,  LLC,
     for a  $10,000,000  irrevocable  equity  line  of  credit.  Due to  certain
     financial  restrictions,  the Company halted its efforts to move forward on
     this equity line of credit.

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

     On April 5, 2002, the Company  received a loan for $80,000 from a potential
     investor  with  the  proceeds  to be used  primarily  for  working  capital
     purposes  (Note  13).  The  Company  is  continuing  discussions  with this
     potential investor.  No assurances can be made however, that any additional
     financing will result from these discussions.

     The Company is currently exploring additional financing  alternatives.  The
     lack of an immediate  capital  infusion  could cause the Company to exhaust
     all of its  remaining  capital  reserves and would have a material  adverse
     effect on the Company's  business and results of operations and its ability
     to continue as a going concern.

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

4    MARKETABLE SECURITIES, AVAILABLE FOR SALE

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

                                                        UNREALIZED   MARKET
                                                COST       LOSS      VALUE
                                              --------  ----------   -----
          DECEMBER 31, 2001
          U.S. equity securities              $ 13,825   $ 13,825    $  --
                                              ========   ========    =====

     During  2001,  the  Company   transferred  its  unrealized   position  from
     accumulated other  comprehensive loss to the statement of operations due to
     a decline in market value that is other than temporary.  Unrealized loss on
     marketable  securities,  net  of  amounts  realized  in  the  statement  of
     operations,  arising  during the years  ended  December  31,  2001 and 2000
     amounted to $700 and $17,920, respectively.

5    PROPERTY AND EQUIPMENT, NET

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

                                                          ESTIMATED
                                                         USEFUL LIFE
                                                         -----------
          Computer equipment                               3 years    $  616,153
          Furniture, fixtures and office equipment         5 years       461,825
          Media equipment                                  7 years       152,825
          Leasehold improvements                          10 years       278,651
                                                                      ----------
                                                                       1,509,454


                                      F-9
<PAGE>


          Less accumulated depreciation and amortization                 588,981
                                                                      ----------
                                                                      $  920,473
                                                                      ==========

     Computer equipment with a cost of $282,568 (net of impairment  charges) has
     been  recorded   under   capitalized   leases  as  of  December  31,  2001.
     Depreciation  expense on this  computer  equipment was $188,379 and $93,659
     for the year ended December 31, 2001 and 2000, respectively.

     During 2001, the Company recorded an impairment  charge of $141,285 related
     to computer equipment recorded under capitalized  leases. The equipment was
     used to maintain the Company's previous website infrastructure.

6    CAPITALIZED LEASE OBLIGATION

     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 $45,785 and
     $43,709 for the years ended December 31, 2001 and 2000, respectively.

     The scheduled minimum required lease payments under the capitalized  leases
     are as follows:

         Year ending December 31,
                  2002                                         $ 444,848
                  2003                                            94,685
                                                               ---------
                                                                 539,533
         Less amount representing interest                        75,220
                                                               ---------
         Present value of minimum lease payments               $ 464,313
                                                               =========

     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

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

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

     On August 8, 2001, the Company  reached a settlement  with the Landlord and
     the execution of the warrant of eviction was stayed on the  condition  that
     the Company pay $73,678  simultaneous  with the  execution of the agreement
     and by the tenth day of each month the Company pay current rent,  utilities
     and taxes plus  $10,000 in past due rent until all the  arrears are paid in
     full.  Upon full payment of all amounts  due, the Landlord  will return the
     $270,592  from the original  Letter of Credit that was drawn and being held
     as a security deposit, and the Company will re-issue a Letter of


                                      F-10
<PAGE>


     Credit in the same  amount.  Furthermore,  the  Company  agreed that in the
     event of any future default,  the warrant of eviction would execute without
     any further notice from the Landlord.

     As of December  31,  2001,  the Company owed $60,535 in past due rent under
     the terms of this agreement.

     Approximate  future  minimum  required lease  payments,  including past due
     rents, are as follows:

         Year ending December 31,
              2002                                         $   314,215
              2003                                             264,952
              2004                                             270,588
              2005                                             270,588
              2006                                             270,588
         Thereafter                                            952,720
                                                           -----------
                                                           $ 2,343,651
                                                           ===========

     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,
     2001,  amounts payable to the President and Chief  Executive  Officer under
     the terms of the employment agreement and other compensation was $293,349.

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

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

     On October 17, 2000,  the Company  entered into an agreement with its Chief
     Operating  Officer to cancel the option to purchase  500,000  shares of the
     Company's  common stock that had been issued on April 7, 2000.  At the same
     time, the Chief Operating Officer purchased 500,000 shares of the Company's
     common stock at $.0025 per share,  all of which were deposited into escrow.
     This transaction resulted in additional unearned  compensation of $936,250.
     These shares are to be released from escrow as follows:  250,000  shares on
     December  6,  2000,  and 50,000  shares on each of the next five  quarterly
     periods  ending  March 6, 2002.  For the years ended  December 31, 2001 and
     2000,  $809,500  and  $1,424,376,   respectively,   have  been  charged  to
     operations as a result of these transactions.


                                      F-11
<PAGE>


     At December 31, 2001,  amounts payable to the Chief Operating Officer under
     the terms of the employment agreement and other compensation was $168,670.

     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.
     The  options to  purchase  216,000  shares of the  Company's  common  stock
     expired on October 1, 2001.

     LEGAL PROCEEDINGS

     ZIA PROPERTIES

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

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

     The Company has engaged  local  counsel to represent  its interests in this
     litigation  and has received a judgment  against the principals of Vacation
     Emporium  Marketing  for an amount to be  determined  based on any judgment
     brought  against the  Company.  A trial date has been set for  September 3,
     2002, unless a settlement can be reached prior to this date.

     Zia  Properties  subsequently  filed a Motion  for  Summary  Judgment  (the
     "Motion")  on  December  5, 2001.  The  Company  has filed for a Motion for
     Extension of Time to require Zia Properties to answer  discovery before the
     Company is  required  to respond to the Motion.  Zia  Properties  has since
     responded. The Company's response to the Motion is due April 19, 2002.

     As of December 31, 2001, the Company has accrued for amounts due under this
     claim.

     AMERICAN EXPRESS TRAVEL RELATED SERVICES

     American Express Travel Related Services Company,  Inc. has filed a summons
     and complaint for delinquencies in the amount of $259,933,  plus $38,990 in
     legal fees,  relating to amounts due on the Company's corporate credit card
     account.  The Chief Executive Officer,  a former employee,  and the Company
     have been  named as  defendants.  American  Express  is  seeking a judgment
     against the defendants for corporate  credit card breach of contract in the
     sum of  approximately  $299,000.  The Company  has filed a response  and is
     contesting  certain  elements of the summons  and  complaint.  On March 28,
     2002, the Company paid $5,000, as part of a stipulation to allow


                                      F-12
<PAGE>


     time to gather  additional  information  and to try and reach a settlement.
     Currently, a trial date has been set for June 2002, however, the Company is
     attempting to reach a settlement with American Express.

     As of December 31,  2001,  the Company has accrued  approximately  $250,000
     related to the summons and complaint with American Express.

     STEVENS COMMUNICATIONS

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

     While the  Company  was in  discussions  to resolve  this  matter,  Stevens
     received a judgment on February  22, 2002 in the amount of  $166,141,  plus
     attorney's  fees of $1,641.  The Company is currently  attempting to settle
     this matter.  No assurances can be made as to the final  settlement.  As of
     December  31,  2001,  the  Company  has  accrued  $166,141  related to this
     judgment.

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

     Under the terms of the subscription agreement (covering the issuance of the
     Series A  Preferred  Stock),  if the  registration  has not  been  declared
     effective by December 1, 2000,  the Company is obligated to pay in the form
     of  liquidated  damages,  an  amount  equal to 2% of the face  value of the
     preferred stock for every 30 day period.  The Company has recorded  charges
     of $222,080  and $20,000  for the years ended  December  31, 2001 and 2000,
     respectively,  relating  to this  provision  and will  continue  to  accrue
     charges  in 2002  unless  there is an  effective  registration.  Due to the
     Company's recent cash flow and liquidity problems,  pursuit of an effective
     registration  has not been made.  The  Company  has the right to redeem the
     shares of Series A Convertible  Preferred  Stock then  outstanding  upon 10
     days notice and payment to the  purchaser of an amount equal to 125% of the
     stated value upon an effective registration.

     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.

     If the Series A Convertible  Preferred Stock were converted on December 31,
     2001,  the  Company  would be required  to issue  approximately  28,875,000
     shares of the Company's common stock.


                                      F-13
<PAGE>


     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.

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 no further awards would be made under the 1996 Plan. At
         that time, the Company had issued options to purchase  1,153,205 shares
         of common stock under the 1996 Plan.

         As of December 31, 2001, 1,053,205 of those options have been cancelled
         or expired.

         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.

         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, 2001, the Company has granted to its officers, key
         employees,   and  advisors,   options  to  purchase   1,932,000  shares
         (1,432,000  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, 2000 and 2001:


                                      F-14
<PAGE>


                                                                WEIGHTED AVERAGE
                                                    OPTIONS      EXERCISE PRICE
                                                   ---------    ----------------
         OUTSTANDING AT JANUARY 1, 2000            2,098,205         $ 3.73
         Granted                                     987,000         $ 6.99
         Cancelled/Expired                        (1,687,205)        $ 5.70
                                                   ---------
         OUTSTANDING AT DECEMBER 31, 2000          1,398,000         $ 3.65
         Granted                                          --         $   --
         Cancelled/Expired                          (798,000)        $ 3.30
                                                   ---------
         OUTSTANDING AT DECEMBER 31, 2001            600,000         $ 4.11
                                                   =========

     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, 2001:

                               OPTIONS OUTSTANDING         OPTIONS EXERCISABLE
                        ---------------------------------  --------------------
                                   WEIGHTED    WEIGHTED                WEIGHTED
                                    AVERAGE    AVERAGE                  AVERAGE
        RANGE OF        NUMBER OF  EXERCISE   REMAINING    NUMBER OF   EXERCISE
     EXERCISE PRICE      OPTIONS     PRICE   LIFE (YEARS)   OPTIONS     PRICE
     ---------------    ---------  --------  ------------  ---------  ---------

     $1.875               15,000   $  1.875      3.8          7,500   $   1.875
     $3.500 - $4.000     560,000      3.910      2.9        560,000       3.910
     $10.000              25,000     10.000      1.1         25,000      10.000
                         -------   --------      ---        -------   ---------
                         600,000   $  4.110      2.8        592,500   $   4.140
                         =======   ========      ===        =======   =========

     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,
                                                  -----------------------------
                                                       2001            2000
                                                  -------------   -------------
      NET LOSS
          As reported                             $ (2,986,506)   $ (9,763,621)
          Pro forma                               $ (5,231,256)   $(11,850,408)

      BASIC AND DILUTED EARNINGS PER SHARE
          As reported                             $      (0.16)   $      (0.57)
          Pro forma                               $      (0.29)   $      (0.69)

     The fair value of Company's  common stock options  granted to employees 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

     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 were subject to


                                      F-15
<PAGE>


     repurchase by the Company in declining increments over a two-year period at
     $.0025 per share if employment was terminated. The issuance of these shares
     gave rise to unearned  compensation,  which was being earned and charged to
     expense  ratably  over the  two-year  escrow  period.  For the years  ended
     December 31, 2001 and 2000, $573,221 and $3,213,646 respectively,  has been
     expensed  and  included  in the  accompanying  consolidated  statements  of
     operations.  In February and March 2001, three individuals terminated their
     employment  with the  Company.  As a result,  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.

     At December 31,  2001,  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, 2001,
     are summarized as follows:

          Net operating loss carryforwards                  $  2,902,400
          Stock compensation                                     105,200
          Deferred commission and subscription income            202,700
          Valuation allowance on deferred tax asset           (3,210,300)
                                                            ------------
          Deferred tax asset, net                           $         --
                                                            ============

     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 2021.

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.  Management  elected
     not to make any  contributions  for the years  ended  December  31, 2001 or
     2000.

13   SUBSEQUENT EVENTS

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


                                      F-16
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 9.  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.......  39   Chief Executive Officer, President & Director
     Daliah Amar............  41   Chief Operating Officer
     Gerald Turner..........  59   Director

CHARLES V. PAYNE has been our Chief Executive Officer,  President and a director
since our acquisition of Wall Street Strategies,  Inc. 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.

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.

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. In 2001, the advisory board was not active and no meetings were held.


                                      -14-
<PAGE>


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 is now fully  exercisable  and remains so until five years after the date
of grant,  but terminates  upon Mr.  Payne's  termination as an employee for any
reason.  However,  the option  remains  exercisable  for one year  following Mr.
Payne's termination due to death, and ninety (90) days following termination due
to disability.

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 we entered
an agreement causing there to be a simultaneous cancellation of the stock option
and the  purchase  of 500,000  shares of our common  stock for $.0025 per share.
These  shares were held in escrow and were  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.

ITEM 10. 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,  2001,
December 31, 2000, and December 31, 1999.

SUMMARY COMPENSATION TABLE

    NAME & PRINCIPAL
    POSITION                      YEAR        SALARY            BONUS
    ------------------            ----       --------       -------------
    Charles V. Payne, CEO         2001       $282,400       $125,000(1,3)
    Charles V. Payne, CEO         2000       $256,781       $250,000(1,2)
    Charles V. Payne, CEO         1999       $250,000       $250,000(1,2)

    Daliah Amar, COO              2001       $188,125       $ 94,063(3)
    Daliah Amar, COO              2000       $143,836       $ 71,918

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


                                      -15-
<PAGE>


(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)  To retain key  executives,  the board elected to pay Mr. Payne and Ms. Amar
     stay bonuses for their  continued  efforts and  commitments to our Company.
     These  amounts  have been  accrued and will be paid if and when we have the
     capital to do so.

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 our subsidiary or us. 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. Our board of directors
administers both plans (unless it elects a committee to administer the plan).

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 would be made under the 1996 stock option plan. As of that date,
options to purchase a total of 130,000  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


                                      -16-
<PAGE>


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  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, 2001, a total of 600,000 options were outstanding under the
programs. No options were exercised during 2001.

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth  information as of 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.


                                      -17-
<PAGE>


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

Charles V. Payne (1)                 9,030,898                 47.4%

Daliah Amar                            500,000                  2.7%

Gerald Turner (2)
11911 Freedom Drive
Suite 440
Reston, VA 20190                       102,000                     *

All executive officers and directors as a group 9,632,898      50.6%

--------
*    Less than 1%

(1)  Includes  300,00 shares  issuable  upon  exercise of currently  exercisable
     option.  In addition,  includes an aggregate of 75,000 shares issuable upon
     exercise of options held by certain  employees that are exercisable  within
     60 days.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than a non-interest bearing loan for approximately  $110,000 from our CEO,
of which  $79,854 is  outstanding  as of December 31, 2001,  we have not entered
into any  transactions  during  the last two  fiscal  years  with any  director,
executive  officer,  director  nominee  or 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.

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.

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

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

2.1    Agreement and Plan of Share Exchange dated July 30, 1999, by and between
       Charles V. Payne and Registrant (1)
3.1    Certificate of Incorporation (1)
3.2    Articles and Certificate of Merger (1)
3.3    Certificate of Amendment of Certificate of Incorporation (1)
3.4    By-laws as currently in effect (1)
3.5    Certificate of Designation of  the 8% Series A Convertible Preferred
       Stock (2)
4.1    Specimen Common Stock Certificate (1)
4.2    1996 Compensatory Stock Option Plan (1)


                                      -18-
<PAGE>


4.3    1999 Incentive Program (1)
4.4    Amendment to Registrant's 1999 Incentive Program (3)
10.2   Agreement  of Lease dated as of November 23,  1999,  between  Praedium II
       Broadstone LLC and Wall Street Strategies, Inc. (1)
10.3   Registration  Rights  Agreement  dated as of September  23, 1999,  by and
       among the Registrant and Charles Payne (1)
10.5   Employment   Agreement  dated  September  23,  1999,  among  Wall  Street
       Strategies, Inc., Registrant and Charles Payne (1)
10.6   Employment  Agreement dated July 30, 1999, by and between  Registrant and
       David McCallen (1)
10.7   Employment  Agreement dated July 30, 1999, by and between  Registrant and
       Shawn Baldwin (1)
10.8   Amended and Restated  Subscription  and Rights  Agreement  dated July 30,
       1999, by and between the Registrant and David McCallen (1)
10.9   Amended and Restated  Subscription  and Rights  Agreement  dated July 30,
       1999, by and between the Registrant and Shawn Baldwin (1)
10.10  Form of Subscription and Rights  Agreement by and between  Registrant and
       Subscriber (1)
10.11  Amended and Restated  Escrow  Agreement dated July 30, 1999, by and among
       Registrant, David McCallen and Escrow Agent (1)
10.12  Amended and Restated  Escrow  Agreement dated July 30, 1999, by and among
       Registrant, Shawn Baldwin and Escrow Agent (1)
10.13  Form of Escrow  Agreement by and among  Registrant,  the  Subscribers for
       shares of Registrant's common stock and Escrow Agent (1)
10.14  Stock Option Agreement dated July 30, 1999, by and between the Registrant
       and David McCallen (1)
10.15  Form of Advisor  Agreement  between the Registrant and each member of the
       Advisory Board (1)
10.16  Form of Stock Option Agreement (Advisor) (1)
10.20  Employment  Agreement dated April 7, 2000, by and between  Registrant and
       Daliah Amar (3)
10.22  Stock Option Agreement dated July 30, 1999, by and between Registrant and
       Shawn Baldwin (3)
10.23  Form of Stock Option Agreement (Employee) (3)
10.24  Form of Stock Option Agreement (Director) (3)
10.34  Subscription Agreement dated as of August 18, 2000 between Registrant and
       CALP II Limited Partnership (2)
10.35  Amendment  No. 1 to  Subscription  Agreement  dated  September  29,  2000
       between Registrant and CALP II Limited Partnership (2)
10.36  Conversion  Escrow  Agreement  dated as of August  18,  2000 by and among
       Registrant, CALP II Limited Partnership and Bryan Cave LLP (2)
10.37  Letter  Agreement  dated August 28, 2000 between  Registrant  and Merrill
       Lynch, Pierce, Fenner & Smith, Inc. (2)
10.38  Multex Contributor  Agreement dated August 9, 2000 between Registrant and
       Multex.com, Inc. (2)

----------
(1)    Incorporated  herein by  reference  to the  Exhibits to the  Registration
       Statement  on Form 10-SB filed by the  Registrant  on February  14, 2000,
       File No. 0-29499.
(2)    Incorporated  herein by  reference  to the  Exhibits to the  Registration
       Statement on Form SB-2 filed by the Registrant on October 16, 2000,  File
       No. 333-48032.
(3)    Incorporated  herein by reference to the Exhibits to the  Amendment No. 1
       to the  Registration  Statement on Form 10-SB filed by the  Registrant on
       April 13, 2000, File No. 0-29499.
(4)    Incorporated  herein by  reference  to the  Exhibits to the  Registrant's
       Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000.


                                      -19-
<PAGE>


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



                                      -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 11, 2002                       By: /S/ CHARLES V. PAYNE
                                          ---------------------------
                                          Charles V. Payne
                                          President and Chief Executive Officer

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






                                      -21-