WALL STREET STRATEGIES CORP, SB-2, 2000-10-16

WALL STREET STRATEGIES CORP
SB-2, 2000-10-16
INVESTMENT ADVICE

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2000.
REGISTRATION NO. 333-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
WALL STREET STRATEGIES CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
NEVADA 6282 13-4100704
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

80 BROAD STREET, 31ST FLOOR
NEW YORK, NEW YORK 10004
(212) 514-9500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

CHARLES V. PAYNE
WALL STREET STRATEGIES CORPORATION
80 BROAD STREET, 31ST FLOOR
NEW YORK, NEW YORK 10004
(212) 514-9500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

COPIES TO:
STEVEN A. SAIDE, ESQ.
BRYAN CAVE LLP
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 692-1852

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, as amended, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, as amended, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM AMOUNT
OF SECURITIES TO BE PROPOSED MAXIMUM AGGREGATE OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE (1) REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001 1,537,594(2)(3) $2.875 $4,420,582 $1,167.03
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended.

(2) Includes 1,420,094 shares of Common Stock issuable upon conversion of
Preferred Stock and exercise of warrants and options.

(3) Pursuant to Rule 416, this Registration Statement also covers such
indeterminate number of shares of Common Stock as may be issuable pursuant
to the anti-dilution provisions of the Preferred Stock and the warrants.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED ________, 2000

PROSPECTUS

WALL STREET STRATEGIES CORPORATION

1,537,594 SHARES
OF
COMMON STOCK

This prospectus relates to a maximum of 1,537,594 shares of our common
stock. Of these shares,

- 117,500 shares are currently issued and outstanding;

- 1,165,094 shares are issuable upon conversion of our series A
preferred stock;

- 230,000 shares are issuable upon exercise of warrants; and

- 25,000 shares are issuable upon exercise of options.

The selling shareholders named in this prospectus may offer and sell
these shares at any time. They may offer their shares through public or private
transactions, at prevailing market prices, or at privately negotiated prices.
The selling shareholders may include pledgees, donees, transferees, or other
successors in interest. We will provide specific terms of any offerings made
under this prospectus in prospectus supplements, if necessary.

We will not receive any of the proceeds from the sale of the common
shares although we will receive the proceeds from the exercise of the warrants
and options to purchase a total of 255,000 shares of common stock. However, we
will bear the costs relating to the registration of the shares of common stock,
estimated to be approximately $110,000.

Our common stock is included for quotation on the OTC Electronic
Bulletin Board under the symbol WSST. The closing bid price of the common stock
as quoted on the OTC Electronic Bulletin Board on October 10, 2000 was $2.75
per share. The selling shareholders will pay all sales commissions or
underwriting discounts and fees and expenses of their counsel incurred in
connection with the sale of shares through this prospectus.

---------------

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.

---------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

, 2000
------------------
<PAGE> 3
SIDE BAR COVER OF RED HERRING

The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE> 4
TABLE OF CONTENTS

<TABLE>
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PAGE
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<S> <C>
Prospectus Summary......................................................................................... 1

Risk Factors............................................................................................... 3

Forward-Looking Statements................................................................................. 7

Use of Proceeds............................................................................................ 8

Market Price for Common Equity and Related Stockholder Matters ............................................ 8

Management's Discussion and Analysis Of Financial Condition And Results Of Operations...................... 10

Business .................................................................................................. 16

Legal Proceedings ......................................................................................... 26

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ...................... 26

Directors, Executive Officers, Promoters and Control Persons .............................................. 27

Executive Compensation .................................................................................... 31

Certain Relationships and Related Transactions ............................................................ 33

Security Ownership of Certain Beneficial Owners and Management ............................................ 34

Description Of Securities ................................................................................. 35

Selling Shareholders ...................................................................................... 37

Plan of Distribution ...................................................................................... 38

Disclosure of Commission Position on Indemnification For Securities Act Liabilities ....................... 39

Legal Matters.............................................................................................. 39

Experts.................................................................................................... 39

Where You Can Find More Information........................................................................ 40

Financial Statements ...................................................................................... F-1
</TABLE>

---------------

INFORMATION CONTAINED ON OUR WEBSITE DOES NOT CONSTITUTE PART OF THIS
PROSPECTUS.

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<PAGE> 5
PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary may not contain all of the information you should consider before
making an investment decision. You should read the entire prospectus carefully,
including "Risk Factors" beginning on page 3 and our consolidated financial
statements and notes to those consolidated financial statements beginning on
page F-1 before making an investment decision.

OUR COMPANY

Through our wholly-owned subsidiary, Wall Street Strategies, Inc., we
provide investment research and related information services for individual and
institutional investors and financial professionals. Wall Street Strategies,
Inc., 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.

As of June 30, 2000, we had approximately 3,220 active subscribers,
consisting primarily of financial professionals. Subscription fees paid by
subscribers for our products or services presently constitute our sole source of
revenue. During the second calendar quarter of 1999, Wall Street Strategies,
Inc. adopted a business strategy designed to increase the total number of our
subscribers, including significant numbers of individual investors, and to
increase and diversify our revenue sources. To those ends, we have announced a
number of initiatives such as the creation, launch and marketing of our website
and the establishment of strategic distribution relationships through which we
expect to reach both institutional and individual investors.

The website, which became operational during January 2000, offers to
subscribers our own proprietary content, including financial information and
analysis, as well as access to other financial information and services in a
real-time, interactive medium. We expect to use the website to build brand
awareness, attract paying subscribers for our products, and generate
advertising revenue.

We anticipate that we will continue to develop our website during 2000. We
also intend to undertake a marketing and advertising program to promote our
brand and products. In addition, we intend to pursue additional strategic
relationships and, as appropriate, hire additional personnel, including
management personnel, and purchase additional computer systems and software.

OUR PRINCIPAL EXECUTIVE OFFICES

Our offices are located at 80 Broad Street, 31st Floor, New York, NY
10004. The telephone number at that location is 212-514-9500.

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THE OFFERING

<TABLE>
<S> <C>
Common stock offered ............................ 1,537,594(1)

Common stock outstanding after the offering ..... 19,101,697(2)

Use of proceeds.................................. We will not receive any proceeds from the sale of the
shares. However, we will receive proceeds from the
exercise of the warrants and options, if any, of which
255,000 underlying shares of common stock are being
registered for sale. These proceeds will be used for
general corporate purposes.

Trading symbol................................... "WSST"
</TABLE>

------------------

(1) Consists of 117,500 shares of common stock held by two of the selling
shareholders; 1,165,094 shares of common stock issuable upon conversion of the
series A preferred stock; 230,000 shares of common stock issuable upon exercise
of warrants; and 25,000 shares of common stock issuable upon exercise of
options.

(2) Assumes that all shares of common stock issuable upon conversion of the
series A preferred stock and exercise of the warrants and options that are being
offered in this prospectus are issued.

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<PAGE> 7
RISK FACTORS

You should carefully consider the risks described below and all other
information contained in this prospectus before making an investment decision.
If any of the following risks, or other risks and uncertainties that are not yet
identified or that we currently think are immaterial, actually occur, our
business, financial condition and results of operations could be materially and
adversely affected. In that event, the trading price of our shares could
decline, and you may lose part or all of your investment.

RISK RELATED TO OUR BUSINESS

WE HAVE A HISTORY OF LOSSES AND EXPECT TO INCUR LOSSES IN THE FUTURE.

We have incurred operating losses in each of our last two fiscal years.
For the year ended December 31, 1999, we incurred a net loss of approximately
$4,251,000. For the six month period ended June 30, 2000 we incurred a net loss
of approximately $4,968,000. As of June 30, 2000, we had an accumulated deficit
of approximately $9,391,000. In addition, as of June 30, 2000, we had unearned
compensation expense of approximately $7,172,000 that will be amortized into
operations over the next two to three years, but that will not require a cash
expenditure. We expect operating losses to continue for the foreseeable future
as we intend to significantly increase operating expenses to grow our business.
We expect to incur significant sales, marketing, product development, additional
non-cash compensation charges in connection with the issuance of stock options
to new management personnel, and general and administrative expenses, in
particular, in connection with our recently created website. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 10 for more information regarding our financial condition.

WE MAY NOT BE SUCCESSFUL IN OUR BUSINESS STRATEGY BECAUSE OF OUR LIMITED ASSETS
AND HISTORY OF OPERATING A WEBSITE.

We may not be successful in our business strategy designed to increase the
total number of our subscribers and to increase and diversify our revenue
sources. Among the principal elements of this strategy are the creation, launch
and marketing of our website and the establishment of strategic relationships
through which we expect to reach both institutional and individual investors.
Our limited assets and history of operating a website subject us to the risks,
expenses and difficulties frequently encountered by early stage companies in new
and rapidly evolving markets, such as the internet. These factors may also make
it difficult for us to establish and maintain strategic relationships with other
websites to attract subscribers and advertisers. Even if we enter into
distribution relationships with other websites, they themselves may not attract
significant numbers of users. Therefore, our website may not receive additional
subscribers from these relationships.

WE MAY NOT HAVE AND MAY BE UNABLE TO OBTAIN SUFFICIENT CAPITAL TO FUND
OPERATIONS AND IMPLEMENT OUR BUSINESS STRATEGY.

We may require additional capital to fund our operations and implement our
business strategy. As of June 30, 2000, we had cash and cash equivalents on hand
of approximately $943,000. On August 18, 2000, we completed a financing
transaction in which we realized net proceeds of $995,000, not including
expenses in connection with the preparation of this registration statement. On
October 12, 2000, we entered into an agreement for the sale of 10,000,000 shares
of our common stock and warrants to purchase an additional 5,000,000 shares of
common stock. We expect to realize net proceeds of $7,700,000, not including
any fees in connection with the registration of these securities, if the
transaction is completed. We cannot assure you that this transaction will be
completed. We believe that the net proceeds from these transactions, together
with the cash on hand and the cash generated by our operations will be
sufficient to meet our contractual and other commitments through the end of
2001.

If the sale of the 10,000,000 shares is not completed, we will need to
actively pursue financing for our equipment purchases in order to aggressively
implement our business strategy and to fund our operations beyond 2000. In that
event, we will also seek to obtain additional debt and/or equity financing. We
anticipate that over the next 12 months, we will require at least $3,000,000 of
additional funds. We can not assure you that we will be able to obtain these
funds. If we cannot obtain additional capital, we may have to limit our
development of new products, reduce advertising and marketing efforts, decrease
or eliminate capital expenditures, reduce customer

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services and support, and slow the rate of growth in or reduce the number of our
administrative and executive employees. Any of the foregoing could harm our
business and our ability to compete.

Even if we find a source of additional capital, we may not be able to
negotiate acceptable terms and conditions for receiving the additional funding.
Any future capital investments could dilute or otherwise adversely affect the
holdings or rights of existing shareholders or restrict our operations. See
"Management's Discussion and Analysis -- Liquidity and Capital Resources" on
page 13 for additional information regarding our capital needs.

WE ARE DEPENDENT ON THE SERVICES AND REPUTATION OF CHARLES V. PAYNE.

Our success depends, to a significant extent, upon the abilities,
reputation and continued efforts of our Chief Executive Officer and controlling
shareholder, Charles V. Payne, who is also our principal stock market analyst
and media spokesperson. We have entered into an employment agreement with Mr.
Payne and we have insurance on the life of Mr. Payne in the amount of
$6,000,000. The loss of Mr. Payne or damage to his reputation could harm us. See
"Directors, Executive Officers, Promoters and Control Persons" beginning on
page 27 for additional information regarding Mr. Payne's experience and
"Executive Compensation" on page 31 for details regarding the terms of Mr.
Payne's employment agreement.

CONTROL BY CHARLES V. PAYNE COULD ADVERSELY AFFECT OUR SHAREHOLDERS.

Charles V. Payne is the beneficial owner of approximately 62.6% of our
shares of common stock. As a result, Mr. Payne has the ability to control
substantially all matters submitted to our shareholders for approval (including
the election and removal of directors and any merger, consolidation or sale of
all or substantially all of our assets) and to control our management and
affairs. This concentration of ownership may have the effect of delaying,
deferring or preventing a change in control of the company, impeding a merger,
consolidation, takeover or other business combination involving the company or
discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of the company, which in turn could have a harmful
effect on the market price of our common stock.

INTENSE COMPETITION COULD REDUCE OUR MARKET SHARE AND HARM OUR PERFORMANCE.

An increasing number of financial news, analysis and information sources
compete for consumers' and advertisers' attention and spending. We expect this
competition to continue to increase. We compete for subscribers and staff and
will compete for advertisers with many types of companies, including online
services or websites focused on business, finance and investing, publishers of
traditional media such as print, radio and television, providers of
terminal-based financial news and data, web "portal" companies and online
brokerage firms. Our ability to compete depends on many factors, including:

- ease of delivery of products and use of our website

- performance

- price

- reliability of customer service and support

- identity of our spokespersons

- quality, originality, variety and timeliness of our products and services

Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and far greater financial, technical and marketing resources than
we do. This may allow them to devote greater resources to the development and
promotion of their services and to the recruitment and hiring of analysts and
other personnel. These competitors may also engage in more extensive research
and development, undertake more extensive marketing campaigns, adopt more
aggressive pricing policies (including offering all or a portion of their
financial news for free) and make more attractive offers to existing and
potential employees, advertisers and strategic partners.

We also expect to compete with other websites, television, radio and print
media for a share of advertisers' total advertising budgets. If advertisers
perceive the internet or our website to be a limited or an ineffective
advertising medium, they may not want to spend any of their advertising budget
on advertising on our website.

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WE MAY BE UNABLE TO MANAGE OUR GROWTH, WHICH MAY HARM OUR BUSINESS.

We have experienced rapid growth in our operations that has placed, and
will continue to place, a significant strain on our financial, management,
accounting and other resources. To manage our growth, we will have to continue
to implement and improve our managerial controls and procedures and operational
and financial systems. In addition, we expect that the number of our employees
will continue to increase for the foreseeable future. We will need to integrate
these employees into our workforce successfully. We cannot assure you that we
have made adequate allowances for the costs and risks associated with this
expansion. We also cannot assure you that our systems, procedures or controls
will be adequate to support our operations, or that management will be able to
successfully offer and expand our services. Our inability to manage our growth
effectively could harm our business, results of operations and financial
condition.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE.

We expect to experience significant fluctuations in quarterly operating
results due to a variety of factors, including:

- our ability to maintain and attract subscribers for our products and
services

- market acceptance of the internet as a medium for consumers of financial
news and analysis

- our ability to create and deliver accurate and reliable content in order
to attract users to our website to subscribe for our products and services, and
to attract advertisers to our website

- intense competition from other providers of financial news and analysis
both over the internet and through traditional media

- delays or errors in our ability to effect e-commerce transactions

- our ability to quickly and effectively upgrade and develop our systems
and infrastructure

- technical difficulties, system downtime, internet brownouts,
interruptions, delays or capacity problems experienced in the internet or with
telephone communications

- seasonality of the industry

- seasonality of advertising sales

- promotions and sales programs

- the amount and timing of operating costs and capital expenditures
relating to expansion of our business, operations and infrastructure and the
implementation of marketing programs, key agreements and strategic alliances

- general economic conditions, economic conditions specific to the internet
and the general state of the stock markets

EXISTING OR FUTURE GOVERNMENT REGULATIONS MAY IMPEDE OR LIMIT OUR OPERATIONS.

Operation of our website is dependent on the use of the internet and
telephone connections. Currently, there are few laws that apply specifically to
access to or commerce on the internet. Due to the increasing popularity of use
of the internet, however, it is possible that laws and regulations with respect
to the internet may be adopted at Federal, state and even local levels, covering
issues such as user privacy, freedom of expression, pricing, characteristics and
quality of products and services, taxation, advertising, intellectual property
rights, information security and the convergence of traditional
telecommunications services with internet communications. In addition, the
telecommunications industry is subject to regulatory control under a number of
Federal statutes. Any amendments to current regulations, statutes or new laws
and regulations could harm our business, results of operations and prospects.

PURCHASES OF OUR SECURITIES MAY BE ADVERSELY EFFECTED BY THE PENNY STOCK
REGULATIONS.

Our common stock is currently included for quotation on the OTC Electronic
Bulletin Board. Until the common stock is quoted on the NASDAQ system or on a
national securities exchange and so long as the common stock trades below $5.00
per share, the common stock would come within the definition of a "penny stock"
as

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defined in the Securities Exchange Act of 1934. The rules under the Exchange Act
impose additional sales practice requirements on broker-dealers who sell penny
stock securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse). Before a broker-dealer enters
into a penny stock transaction, he must make a special suitability determination
for the purchaser and receive the purchaser's written agreement to the
transaction prior to sale. The broker-dealer must also provide a customer with a
document that discloses the many risks of investing in the penny stock market.
Therefore, broker-dealers may not want to sell our securities. This may make it
harder for purchasers of our securities to sell their securities in the
secondary market.

RISKS RELATED TO THIS OFFERING

OUR SHARE PRICE HAS BEEN AND IN THE FUTURE IS LIKELY TO BE HIGHLY VOLATILE AND
COULD DROP UNEXPECTEDLY.

The price for our common stock could be highly volatile and subject to wide
fluctuations in response to a number of factors, including:

- announcements of technical innovations, new systems or services by us or
our competitors;

- changes in investor perception of us or the market for our products and
services;

- changes in financial estimates by securities analysts; and

- changes in general economic and market conditions.

IF OUR SHARE PRICE IS VOLATILE, WE MAY BECOME SUBJECT TO SECURITIES LITIGATION,
WHICH IS EXPENSIVE AND COULD DIVERT OUR RESOURCES.

In the past, following periods of market volatility in the price of a
company's securities, security holders have instituted class action litigation.
Many companies in our industry have been subject to this type of litigation. If
the market value of our common stock experiences adverse fluctuations, and we
become involved in this type of litigation, regardless of the outcome, we could
incur substantial legal costs and our management's attention could be diverted,
causing our business to suffer.

OUR EXECUTIVE OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS CONTROL US AND MAY
MAKE DECISIONS THAT YOU DO NOT CONSIDER TO BE IN YOUR BEST INTEREST.

Our executive officers, directors and principal shareholders, in the
aggregate, directly or indirectly hold approximately 63.1% of our outstanding
shares. Accordingly, these shareholders will be able to control us through their
ability to determine the outcome of the election of our directors, amend our
certificate of incorporation and bylaws and take other actions requiring the
vote or consent of shareholders, such as mergers, going private transactions and
other extraordinary transactions. The ownership position of these shareholders
may have the effect of delaying, deterring or preventing a change in control of
the company or a change in the composition of our board of directors. See
"Security Ownership Of Certain Beneficial Owners And Management" on page 33 for
information concerning the beneficial ownership of our common stock.

THE SALE OF A SUBSTANTIAL NUMBER OF OUR SHARES OF COMMON STOCK MAY AFFECT OUR
SHARE PRICE.

The market price of our shares of common stock could decline as a result of
sales of substantial amounts of common stock in the public market at any time or
the perception that substantial sales could occur. These sales also might make
it difficult for us to sell equity securities in the future at a time and at a
price that we deem appropriate.

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We currently have outstanding 17,681,603 shares of common stock, of which
approximately 6,224,000 are freely tradable. The remaining 11,457,603 shares, or
approximately 65% of our total outstanding shares, and shares subject to
outstanding options and warrants are restricted from immediate resale under the
federal securities laws, but may be sold into the market in the near future.
These shares will become available for sale at various times, subject to volume
limitations under Rule 144 of the Securities Act of 1933.

OUR CERTIFICATE OF INCORPORATION, OUR BYLAWS AND NEVADA LAW MAKE IT DIFFICULT
FOR A THIRD PARTY TO ACQUIRE US, DESPITE THE POSSIBLE BENEFITS TO OUR
SHAREHOLDERS.

Nevada law contains provisions that may inhibit changes in control of us
that are not approved by our board of directors. These provisions may have the
effect of delaying, deferring or preventing a change in control of us despite
possible benefits to our shareholders, may discourage bids at a premium over the
market price of our common stock and may adversely affect the market price of
our common stock, and the voting and other rights of the holders of our common
stock.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. The forward-looking
statements are principally contained in the sections "Prospectus Summary,"
"Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." These statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results, performances
or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to:

- business strategy;

- plans for hiring additional personnel;

- our estimates regarding our capital requirements and our needs for
additional financing; and

- plans, objectives, expectations and intentions contained in this
prospectus that are not historical facts.

In some cases, you can identify forward-looking statements by terms such as
"may," "will," "should," "could," "would," "expects," "intends," "plans,"
"anticipates," "believes," "estimates," "projects," "predicts," "potential" and
similar expressions intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in greater detail under the heading
"Risk Factors." Also, these forward-looking statements represent our estimates
and assumptions only as of the date of this prospectus.

You should read this prospectus and the documents that we incorporate by
reference in this prospectus completely and with the understanding that our
actual future results may be materially different from what we expect. We may
not update these forward-looking statements, even though our situation may
change in the future. We qualify all of our forward-looking statements by these
cautionary statements.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common
stock offered by this prospectus, nor will such proceeds be available for our
use or benefit. However, we will receive the proceeds from the exercise of
warrants and options, if any, of which 255,000 underlying shares of common stock
are being registered for sale. These proceeds will be used for general corporate
purposes.

DIVIDEND POLICY

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

MARKET PRICE FOR COMMON EQUITY AND RELATED SHAREHOLDER 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.

<TABLE>
<CAPTION>
1999 HIGH LOW
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<S> <C> <C>
Third Quarter since August 20 $ 7.500 $ 4.000
Fourth Quarter $ 6.187 $ 2.437

2000
----
First Quarter $26.375 $ 6.625
Second Quarter $26.375 $ 10.500
Third Quarter $ 4.625 $ 1.625
</TABLE>

The foregoing information reflects inter-dealer prices, without mark-up,
mark-down or commission, and may not represent actual transactions. On October
10, 2000, the closing bid price for the common stock was $2.75 per share.

PENNY STOCK RULES

Unless the common stock is quoted on the NASDAQ system or on a national
securities exchange and so long as the common stock trades below $5.00 per
share, it would come within the definition of "penny stock" as defined in the
Exchange Act and be covered by Rule 15g-9 of the Exchange Act. That rule imposes
additional sales practices requirements on broker-dealers who sell penny stock
securities to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For penny stock transactions, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior to sale.
Consequently, the applicability of Rule 15g-9 may effect the ability or
willingness of broker-dealers to sell our securities.

RULE 144 RESALES

As of the date of this prospectus we have 17,681,603 shares of common stock
issued and outstanding, of which approximately 6,224,000 shares are unrestricted
and may be freely traded in the securities markets. The remaining

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<PAGE> 13
11,457,603 shares of common stock, including shares owned by affiliates, are
"restricted" shares within the meaning of Rule 144 under the Securities Act. In
general, Rule 144, as it applies to our securities, provides that a person who
acquired securities in a private placement transaction and has beneficially
owned those securities, fully paid, for a period of at least one year may, under
certain conditions, sell every three months, in brokerage transactions, a number
of shares that does not exceed one percent (1%) of our issued and outstanding
common stock. For issuers whose shares are listed on a stock exchange or NASDAQ,
a shareholder may alternatively sell a number of shares (if greater than the
number under the 1% test) that does not exceed the average weekly trading volume
during the four calendar weeks prior to his or her sale.

However, if a person has beneficially owned securities for a period of at
least two years and has not been an affiliate of the issuer for the preceding
three-month period, there is no limit on the number of shares that the
non-affiliate may then sell. The sale of a substantial number of shares of
common stock under Rule 144 or under any other exemption from registration could
have a depressive effect upon the price of our common stock.

RELATED SHAREHOLDER MATTERS

We have not agreed to register any shares of common stock under the
Securities Act for sale by security holders except that we:

- have agreed to register the shares included in this prospectus,

- have granted demand and piggy-back registration rights to
Charles V. Payne and his assigns with respect to 9,455,898 shares, and

- have granted piggy-back registration rights to Bamby
Investments Limited, HK Partners LLC and Gerald H. Turner and their
assigns with respect to an aggregate of 600,000 shares.

We are not currently proposing to publicly offer any shares.

NUMBER OF SHAREHOLDERS

As of October 10, 2000, there were approximately 50 holders of record of
our common stock, and the number of beneficial owners was approximately 300.

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<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our
consolidated financial statements and notes to those consolidated financial
statements included elsewhere in this prospectus.

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 products have represented our sole source of revenue, and
our subscribers have predominantly been composed of institutional investors and
financial professionals.

During 1999, we adopted a business strategy designed to increase the total
number of subscribers, including significant numbers of individual investors,
and to increase and diversify our sources of revenue. To those ends, we have
announced a number of initiatives, including the creation, launch and marketing
of our website and the establishment of strategic distribution relationships
through which we will reach both institutional and individual investors. In
particular, we expect to use the website to build brand awareness, attract
paying subscribers for our products and generate advertising revenue.

In connection with the execution of our business strategy, in 1999, we
engaged various service providers including website designers and providers of
content for our website, purchased computer systems and software, and hired
additional management, sales, operational and administrative personnel. In
addition, in May 2000, Wall Street Strategies, Inc., our wholly owned
subsidiary, became a registered investment adviser under the Investment Advisers
Act of 1940. This registration enables us to offer individualized products and
services to subscribers for whom registration as an investment adviser is
required.

As discussed below, the fiscal years ended December 31, 1998 and December
31, 1999 were characterized by significant sales increases offset by significant
expenses associated with sales commissions on subscriptions, increased personnel
and, in 1999, website design and other strategic and operational initiatives. We
expect operating losses to continue for the foreseeable future as we intend to
significantly increase our operating expenses to implement our business
strategy.

As of June 30, 2000, we had approximately 3,220 active subscribers. We also
had approximately 1,160 registered users of products provided free on our
website. We anticipate that some of these users will be converted into paying
subscribers and, in any event, the number of users is generally a factor that
advertisers take into account in determining whether to advertise on a website.
Subscription revenues for the six months ended June 30, 2000, was $2,634,311. As
of December 31, 1998, we had 1,730 active subscribers. Subscription revenue in
1998 totaled $2,226,726. As of December 31, 1999, the number of active
subscribers increased to 2,700, and subscription revenue for 1999 increased to
$4,318,534.

RESULTS OF OPERATIONS

COMPARISON OF THE SIX MONTH PERIODS ENDED JUNE 30, 2000 AND 1999

Our revenue for the six months ended June 30, 2000 was approximately $2.7
million. This amount represented an increase from the six months ended June 30,
1999 42%. Revenues for the six month period ended June 30, 1999 were
approximately $1.9 million. Income from sales of subscriptions to our products
represented nearly all of our revenues in both periods except for consulting
income of $133,120 for the six months ended June 30, 1999. This income primarily
represented the value of stock received in exchange for consulting and advisory
services. The increase in subscription revenue resulted primarily from increased
sales and promotional efforts, the increased

10
<PAGE> 15
visibility of Charles Payne, our chief analyst and spokesperson, and the
continued general growth in U.S. households' purchasing and ownership of
financial assets.

We realized a gain of $27,337 on the sale of marketable securities for the
six months ended June 30, 1999. This compared with a $36,118 realized gain for
the six months ended June 30, 2000. We continue to experience substantial
increases in operating expenses, which have offset the increases in revenue for
the six months ended June 30, 2000. A substantial portion of the increase in
operating expenses is attributable to stock compensation earned and charged to
expense in connection with the issuance of shares of common stock and below fair
market option grants to various key employees and new management personnel and
certain outside consultants as part of our expansion strategy. Total operating
expenses increased from approximately $1.7 million in the six months ended June
30, 1999 to approximately $7.6 million in the six months ended June 30, 2000.
This amount represents an increase of 361%. Included in operating expenses are
salaries and commissions of $1,069,974 for the six months ended June 30, 1999,
$4,815,200 for the six months ended June 30, 2000. This amount represents an
increase of 350% in the comparable six month period. Included in salaries and
commissions for the six month period ended June 30, 2000 are expenses of
$2,578,894 related to stock compensation. In the absence of expenses related to
stock compensation, salaries and commissions for the six month period ended June
30, 2000, salaries and commission, exclusive of the expense related to stock
compensation, would have been $2,236,306 an increase of 109% over the comparable
period in 1999. Payroll taxes and employee benefits increased from $112,148 for
the six months ended June 30, 1999 to $280,705 for the six months ended June 30,
2000. This represents an increase of 150% for the six months ended June 30,
2000. Apart from the charge to expense represented by stock compensation,
increases in salaries and commissions continued to represent a substantial
portion of the overall increase in operating expenses. Such increases were
attributable to retention of existing personnel as well as the engagement of
additional personnel, particularly management personnel required to effect our
business strategy of growth and expansion. We also incurred increased
commissions payable to sales representatives in connection with higher
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 significant additional charges to expense for
stock compensation during 2000 and 2001.

During the six months ended June 30, 2000, we incurred consulting fees of
$600,574. Included in these fees were stock compensation earned and charged to
expense to a public relations firm for the six months ended June 30, 2000 of
$480,429. The balance represented consulting fees paid to various financial and
other consultants. Consulting fees of $42,705 were incurred during the six
months ended June 30, 1999.

Rent and occupancy costs increased from $37,090 for the six months ended
June 30, 1999 to $108,135 for the six months ended June 30, 2000, a 192%
increase. This increase is attributable to the leasing of additional space
required to house the increased number of employees and sales people hired or
engaged by us. We moved into new office space on July 14, 2000, which is
significantly larger than our previous location. Accordingly, we anticipate
substantial increases in our rent and occupancy costs during the remainder of
2000 and in subsequent years.

We experienced increased costs and expenses in a number of other areas for
the six months ended June 30, 2000, as compared to the corresponding period in
1999. These increases are attributable to our expansion and the implementation
of our business strategy to increase the number of our subscribers and to create
our website. The significant changes are summarized as follows:

<TABLE>
<CAPTION>
For the Six Months Ended
June 30, June 30,
Expense 2000 1999 % Increase
-------- -------- --------------
<S> <C> <C> <C>
Telephone and
communication costs $199,441 $ 93,921 112%
Travel and promotion
costs $366,942 $ 51,207 617%
Website Development
costs $250,597 $ -- Not applicable
General, administrative and
other operating costs $370,508 $210,414 76%
</TABLE>

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<PAGE> 16
Included in the website development costs for the six months ended June 30,
2000 is amortization of our capitalized website development costs of $61,254.

We incurred depreciation expense for the six months ended June 30, 1999 of
$4,999. This compares to depreciation expense of $73,559 for the six months
ended June 30, 2000. The increase during 2000 is primarily a result of increased
property and equipment purchases and capitalized leases.

We also incurred professional fees of $482,243 for the six months ended
June 30, 2000. These expenses are primarily attributable to our expansion and
becoming a reporting issuer. We incurred $28,955 for professional fees for the
six months ended June 30, 1999.

We experienced a net loss for the six months ended June 30, 2000 of
($4,967,928), or ($0.29) per share as compared to a net profit for the six
months ended June 30, 1999 of $177,408, or $0.02 per share. Our management
believes that the increase in our net loss was primarily due to the stock
compensation charge described above, as well as increased salaries and
commissions paid to additional personnel and in respect of increased
subscriptions and other increased operating expenses.

Although we cannot accurately determine the precise effect of inflation on
our operations, we do not believe that inflation has had a material effect on
sales or results of operations in the three or six month periods ended June 30,
1999 or 2000.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998 TO THE YEAR ENDED DECEMBER
31, 1999

Revenues increased from $2,329,215 in 1998 to $4,474,699 in 1999, an
increase of 92%. Income from sales of subscriptions to our products represented
nearly all of our revenues in both years. The increase in revenues resulted
primarily from increased sales and promotional efforts, the increased visibility
of Charles Payne, our chief analyst and spokesperson, and the continued general
growth in U.S. households' purchasing and ownership of financial assets.

We realized a loss of $14,769 on the sale of marketable securities in 1999
as compared to a gain of $99,827 on the sale of marketable securities in 1998.

We experienced a substantial increase in operating expenses from 1998 to
1999, offsetting the increase in revenues over the same period. A substantial
portion of the increase in operating expenses is attributable to stock
compensation earned and charged to expense in connection with the issuance of
shares of common stock to certain key employees and new management personnel
recruited as part of our expansion strategy. Total operating expenses increased
from $2,440,404 in 1998 to $8,689,176 in 1999, an increase of 256%. Of these
amounts, $7,001,997 represented salaries and commissions in 1999, compared to
$1,614,658 in 1998, an increase of 334%. The portion of this 1999 expense
attributable to the stock compensation earned and charged to expense was
$3,829,348. In the absence of these charges, salaries and commissions would have
increased to $3,172,649, a 97% increase over 1998. Payroll taxes and employee
benefits increased 14% over the same periods, from $274,832 to $314,251; these
amounts included a profit sharing contribution by us of $100,000 during 1999
compared to $150,000 in 1998. Apart from the charge to expense represented by
stock compensation, increases in salaries and commissions continued to represent
a substantial portion of the overall increase in operating expenses. These
increases were attributable to retention of existing personnel and engagement of
additional personnel, particularly management personnel required to effect our
business strategy of growth and expansion, as well as to increased commissions
payable to sales representatives in connection with increased subscription
sales. 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 significant additional charges to expense for earned stock
compensation during 2000 and 2001.

Rent and occupancy costs increased from $42,068 in 1998 to $82,759 in 1999,
an increase of 97%. The increase was attributable to the relocation of our
offices in the Fall of 1998. Additional space was required to house the
increased number of employees and sales people hired or engaged by us.

We experienced increased costs and expenses in 1999 as compared to 1998 in
a number of other areas attributable to our expansion and the implementation of
our business strategy to increase the number of subscribers and to create our
website. Telephone and communications costs increased from $176,987 in 1998 to
$264,321 in 1999, an increase of 49%. Travel and promotion costs increased from
$57,768 in 1998 to $104,335 in 1999, an

12
<PAGE> 17
increase of 81%. Furthermore, we incurred website development costs for the
first time in 1999 in the amount of $115,967. We also incurred increased
professional and consulting fees in 1999 attributable to our expansion.
Professional fees increased from $36,525 in 1998 to $234,360 in 1999, an
increase of 542%. Consulting fees increased from $44,749 in 1998 to $218,597 in
1999, an increase of 388%.

General and administrative costs increased from $84,320 in 1998 to $121,101
in 1999, an increase of 44%. Other operating expenses increased by 128% from
1998 to 1999, from $98,474 to $224,400.

We experienced a net loss for 1999 of ($4,251,065), or ($0.37) per share,
as compared to a net loss for 1998 of ($109,619), or ($0.01) per share. Our
management believes that the increase in our net loss was primarily due to the
stock compensation charge described above, as well as increased salaries and
commissions paid to additional personnel and in respect of increased
subscriptions and other increased operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed our operations out of revenues from
subscriptions for our products. In September 1999, we received net proceeds of
$3 million from the sale of 600,000 shares 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 based
in Denver, Colorado; and Gerald Turner, one of our directors.

Net cash used by operating activities in 1999 was ($98,320) compared to net
cash provided by operating activities in 1998 of $80,142. This decrease was
primarily due to increased operating expenses incurred in connection with the
implementation of our business strategy. Net cash used for the six months ended
June 30, 2000 was ($1,067,134) compared with net cash provided by operating
activities of $508,773 for the six months ended June 30, 1999. The reduction in
cash provided from operations for this six month period of $1,575,907 was
primarily caused by an increase in operating expenses incurred in connection
with the implementation of our business strategy. Net cash used in investing
activities grew from ($25,959) in 1998 to ($464,967) in 1999. The increased cash
used in investing activities was used for purchases of property and equipment of
$19,644, net investments in marketable securities of $72,023, payment of
deferred website development costs of $70,000, a lease deposit of $272,000, and
payments made for other assets in the amount of $31,300. The net cash provided
by financing activities for 1999 was $2,973,107, compared to net cash used in
financing activities of ($64,380) for 1998. The increase in cash provided by
financing activities was primarily attributable to a private placement. At
December 31, 1999, we had cash and cash equivalents on hand of $2,506,505. Net
cash used in investing activities for the six months ended June 30, 2000 was
$455,728, compared net cash used in investing activities of $65,236 for the six
months ended June 30, 1999. The increase in cash used in investing activities
was primarily a result of additional purchases of property and equipment and
website development costs partially offset by the proceeds from the sale of
marketable securities in the 2000 Period. Net cash used in financing activities
for the six months ended June 30, 2000 was $40,675 compared with net cash used
in financing activities of $9,197 for the six months ended June 30, 1999. The
increase in cash used in financing activities was primarily from the financing
of computer equipment through capitalized leases.

We anticipate increased cash demands to meet such requirements as increased
costs related to retention and attraction of personnel, continuing costs of
development, maintenance and expansion of our website, costs associated with
advertising and marketing campaigns contemplated for 2000 and beyond, higher
rent and occupancy expenses associated with our new location, costs associated
with upgrading internal accounting and other operating systems, costs associated
with becoming a reporting issuer and other working capital and general corporate
purposes.

As of June 30, 2000, we were committed to spend approximately $350,000 in
connection with our new facilities, of which approximately $295,000 will be
reimbursed by the landlord. In addition, we were committed to spend
approximately $700,000 in connection with the acquisition of computer equipment,
office furnishings, telephone systems, media equipment and other equipment and
services to support our business and website. These amounts have been provided
for as of June 30, 2000 and are reflected in the accompanying financial
statements in

13
<PAGE> 18
accounts payable and accrued expenses. We are seeking to finance most of our
computer and equipment commitments through leasing arrangements. In that regard,
in August 2000, we entered into a lease agreement for approximately $200,000 of
this computer equipment.

On August 18, 2000, we sold to an unrelated accredited investor, pursuant
to Regulation S, 10 shares of our series A convertible preferred stock and a
warrant exercisable over a five year period to purchase 80,000 shares of common
stock at $3.00 per share for an aggregate consideration of $1,000,000 (realizing
net proceeds of $995,000 after payment of certain expenses of the investor, but
not including the expenses in connection with the preparation of this
registration statement).

On October 12, 2000, we signed an agreement that provides for the sale to
Harold Gates of 10,000,000 shares of our common stock and warrants to purchase
5,000,000 shares of our common stock as follows:

- 2,000,000 shares may be purchased for a period of two years at $3.00 per
share;

- 2,000,000 shares may be purchased for a period of three years at $4.00
per share; and

- 1,000,000 shares may be purchased for a period of four years at $5.00 per
share.

The total purchase price for these securities is $8,750,000. The agreement
grants Mr. Gates the right to nominate a majority of the members of our board of
directors. We have agreed to register the securities to be purchased by Mr.
Gates. Under the terms of the agreement, the transaction must be completed
within 30 days. Nevertheless, we cannot assure you that the transaction will be
completed. In connection with this transaction, we have also agreed to pay
Joseph Charles & Associates, Inc., out of the proceeds from the private
placement, a placement agent fee of $1,050,000 and grant it five year warrants
to purchase 4,000,000 shares of our common stock at prices ranging from $1.00 to
$4.00.

We believe that the net proceeds from the sale of the series A convertible
preferred stock and the 10,000,000 shares of common stock, together with the
cash on hand and the cash generated by our operations will be sufficient to meet
our contractual and other commitments through the end of 2001.

If the sale of the 10,000,000 shares is not completed, we will need to
actively pursue financing for our equipment purchases (in addition to the
$200,000 in leasing arrangements discussed above) in order to aggressively
implement our business strategy and to fund our operations beyond 2000. In that
event, we will also seek to obtain additional debt and/or equity financing. We
are in discussions with and/or have retained several organizations to assist
with respect to matters relating to the financing of our business,
recapitalization, mergers and acquisitions. The amount of additional funds that
may be required and the timing thereof will depend on many factors that we are
unable to predict, such as the amount of revenues generated from operations and
the market acceptance of our website and existing and new products and services.
However, we anticipate that over the next 12 months we will require at least
$3,000,000 of additional funds. Our management believes that equity financing
would most likely serve as the source of additional funds. Any equity financing
would be expected to result in dilution to the holders of common shares. We
could also seek to finance these expenses through debt financing. Any debt
financing would be likely to include restrictive covenants limiting our ability
to obtain additional capital, whether through additional debt or equity
financing, as well as restrictive covenants limiting us in various operational
and financial matters. In any event, we cannot assure you that additional
financing, whether through sales of equity or debt or leasing will be available
on terms and conditions acceptable to us, if available at all. If we are unable
to obtain the necessary financing, we would be required to reduce or postpone
expenditures, particularly with respect to advertising and promotional campaigns
and we therefore may be forced to curtail certain operations. Any postponement
of financing would harm our business and results of operations and our ability
to continue as a going concern.

In December 1999, we retained Joseph Charles & Associates, Inc., to assist
us with respect to matters relating to the financing of our business,
recapitalization, mergers and acquisitions. We paid Joseph Charles an advance of
$50,000 against future fees and expense allowances. This amount has been charged
to operations during the three month period ended June 30, 2000.

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<PAGE> 19
YEAR 2000 ISSUES

To date, we have not experienced, and we do not anticipate experiencing,
any problems due to year 2000 related issues.

15
<PAGE> 20
BUSINESS

INTRODUCTION

During 1999, we adopted a business strategy designed, among other things,
to increase the total number of subscribers. Elements of this business strategy
include the creation, launch and marketing of our website, the establishment of
various strategic relationships and the expansion of our business
infrastructure, including systems, facilities and personnel.

In connection with the implementation of our business strategy, we
experienced significant growth in 1999 in the number of subscribers and the
amount of subscription revenues. The increase in revenues was offset by
substantial increases in operating expenses and stock compensation charges
occasioned by the hiring of additional management and other personnel, resulting
in a net loss of approximately $4,250,000 in 1999. We expect operating losses to
continue for the foreseeable future as we intend to significantly increase our
operating expenses to grow our business.

HISTORY

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

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

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

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

Effective March 31, 1999, VEI-Colorado completed the divestiture by
unwinding the merger pursuant to an unwinding and stock exchange agreement among
VEI-Colorado, VEM and the Merger Group. Under this agreement, VEI-Colorado
canceled all of the shares issued in the Merger, reducing the number of issued
and

16
<PAGE> 21
outstanding shares to 3,050,000, and in exchange for the cancellation of the
merger shares, transferred ownership of VEM to the 1998 Merger Group. In
connection with such unwinding, VEI-Colorado forgave and wrote off its $550,000
advance to VEM.

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

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

On June 21, 1999, VEI-Colorado merged with and into its wholly-owned
subsidiary, WSSC, for the purpose of effecting the reincorporation of
VEI-Colorado as a Nevada corporation. In this merger, WSSC issued to
shareholders of VEI-Colorado two (2) shares of common stock for each share of
common stock in VEI-Colorado owned by them immediately prior to the 1999 Merger.

On July 30, 1999, we entered into an agreement and plan of share exchange
with Charles V. Payne, the sole shareholder of Wall Street Strategies, Inc., a
Delaware corporation engaged in providing investment research and information
services for individual and institutional investors and financial professionals.
Pursuant to this agreement, we agreed to purchase from Mr. Payne all of the
issued and outstanding shares of common stock of Wall Street Strategies, Inc.,
thus making Wall Street Strategies, Inc. our wholly-owned subsidiary, in
exchange for the issuance to Payne of shares of common stock which, after giving
effect to certain other issuances and cancellations of common stock contemplated
by the share exchange agreement, would represent approximately 53.84% of the
total issued and outstanding shares of common stock.

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

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

A ninth individual, David McCallen, one of our directors and a former
officer, entered into a subscription and rights agreement with us on July 30,
1999, pursuant to which he purchased 526,923 shares of common stock at $.0025
per share that were placed into escrow, of which 352,282 shares have been
released to date. Mr. McCallen also entered into a two year employment agreement
on September 23, 1999, which agreement we terminated for cause on September 22,
2000. Mr. McCallen is contesting the termination of his employment. We are
negotiating an amicable resolution with Mr. McCallen. However, we cannot provide
any assurance that we will be able to resolve this matter in an amicable manner.

McCallen granted us the right to repurchase his shares, to the extent not
released from escrow, during the two year period commencing on the date of the
closing of our acquisition of Wall Street Strategies, Inc., at the same purchase
price of $.0025 per share, if Mr. McCallen's employment were to be terminated
for cause.

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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. During
1999, but prior to the closing of our acquisition of Wall Street Strategies,
Inc., Mr. McCallen and an entity owned by him performed consulting services for
Wall Street Strategies, Inc. for which he received consulting fees in the
aggregate amount of $56,500. Mr. McCallen had no affiliation with us prior to
July 30, 1999.

The tenth individual, Shawn D. Baldwin, entered into a subscription and
rights agreement with us on July 30, 1999, pursuant to which he purchased
351,282 shares of common stock. At the same time, Mr. Baldwin entered into a
three year employment agreement with us which started on October 1, 1999. This
agreement was terminated on September 30, 2000.

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

On August 9, 1999, Stephen Gross, David McCallen and Gerald Turner were
elected to our board of directors. Mr. Gross has since resigned his position.

On September 23, 1999, we completed the purchase from Mr. Payne of all of
the issued and outstanding shares of common stock of Wall Street Strategies,
Inc. In connection with the closing of our acquisition of Wall Street
Strategies, Inc., the following additional transactions took place:

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

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

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

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

- Mr. Payne became one of our directors.

We changed our name from Vacation Emporium Corporation to Wall Street
Strategies Corporation on September 24, 1999.

Wall Street Strategies, Inc., was incorporated in the State of Delaware on
September 18, 1991. Except in connection with its acquisition by us as described
above, Wall Street Strategies, Inc., has not been subject to or involved with
any material classification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of business. Neither we
nor Wall Street Strategies, Inc., has been involved in any bankruptcy,
receivership or similar proceeding.

BUSINESS DESCRIPTION

OVERVIEW

We provide, through Wall Street Strategies, Inc., our wholly owned
subsidiary, investment research and information services for individual and
institutional investors and financial professionals, including brokerage firms
and their clients, investment banks and their clients, and mutual fund and
portfolio managers. Wall Street Strategies, Inc., which was founded in 1991 by
Charles V. Payne, the beneficial owner of approximately 62.6% of our common
stock, historically has delivered its products, including financial and market
information, analysis, advice and commentary, to paying subscribers through a
variety of media including phone, fax, e-mail, audio recordings, newsletters and
traditional mail.

As of June 30, 2000, we had approximately 3,220 active subscribers,
consisting primarily of financial professionals. Subscription fees paid by such
subscribers for one or more of our products or services, presently constitute
our sole source of revenue. During the second calendar quarter of 1999, Wall
Street Strategies, Inc., adopted a business strategy designed to increase the
total number of our subscribers, including significant numbers

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of individual investors, and to increase and diversify our revenue sources. To
those ends, we have announced a number of initiatives, including the creation,
launch and marketing of our website and the establishment of strategic
distribution relationships through which we will reach both institutional and
individual investors.

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

INDUSTRY BACKGROUND

In recent years, there has been substantial growth in the individual
ownership of equity and fixed income securities worldwide. In a Fall 1999 survey
entitled "Equity Ownership in America," the Investment Company Institute and the
Securities Industry Association reported that the number of Americans owning
stocks directly or through mutual funds grew from an estimated 42.9 million in
1983 to almost 78.7 million in 1999. The survey further reported that total
holdings of equities by U.S. households rose from 17.2 percent of household
financial assets in 1980 to 34.9 percent in 1998.

We believe that various factors have contributed to the growth in financial
assets, including

- organization of increased numbers of mutual funds,

- increased investment in mutual funds,

- the allocation by households of more assets to equity investments,

- sustained high returns in the equity markets over a number of years, and

- lower trading costs as a result of regulatory changes and improved
technologies.

The proliferation in equity ownership and associated trading activity has
created a need for more investment research and market information on the part
of individual investors who seek higher returns on their portfolios.

We believe that the World Wide Web has rapidly established itself as an
effective means for investors to manage their portfolios, research investments
and trade securities. At the same time, individuals have been taking greater
control of their investments by directly researching their investments, tracking
their portfolios, purchasing no-load mutual funds and playing a more proactive
role in their relationships with financial advisors. The web has facilitated
these behavioral shifts by providing individual investors with easy access to
information that was once generally available only to investment professionals,
such as timely market news, intra-day and historical quotes, charts, Securities
and Exchange Commission filings and analysts' earnings estimates.

We believe that these trends evidence a fundamental change in the way many
individual investors manage their financial assets. As individual investors seek
to independently manage their financial assets, the demand for independent
financial analysis and research, including SEC filings, business and financial
news, stock quotes, stock price graphs and annual reports, has grown. This
analysis and research represent key tools used by individual and institutional
investors in deciding whether to invest in a company or industry and when to buy
or sell a particular security.

We believe that by combining our existing products and services with
financial news and information and employing the interactive qualities of the
Internet to create a branded financial web site, we can capitalize on the
increased demand among individual investors for financial analysis and research
and attract such investors as new subscribers. For this reason, as part of the
business strategy adopted by Wall Street Strategies, Inc., in the second
calendar quarter of 1999, we launched the first phase of our website during
January 2000. We intend to continue to make enhancements to our website,
including an improved navigation design and additional content.

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PRODUCTS AND SERVICES

Since 1991, Wall Street Strategies, Inc., has provided independent
research, analysis, news and information, advice and commentary concerning
investments and financial markets to the investment community. This information
is packaged in a range of products tailored to the needs of particular types of
investors and financial professionals. The products are priced at different
levels and subscribers pay monthly fees ranging from $75 to $525, depending on
the product and the medium of communication requested. We currently deliver our
products to subscribers through a variety of media such as fax, e-mail, audio
recordings, newsletters, traditional mail and through our website via the
internet. We also offer special promotions such as trial subscriptions. We offer
discounts if subscribers purchase more than one product and if they elect
quarterly or yearly subscriptions. We also offer our Institutional Service, for
a monthly fee of between $2,000 to $8,300, consisting of comprehensive
information regarding individual securities recommendations.

As of June 30, 2000, we had approximately 3,220 active subscribers for one
or more of our products. Historically, we have marketed our products to
institutional investors and financial professionals, including mutual funds
managers, portfolio managers and brokers. These persons have represented the
bulk of our subscribers. We intend to continue to market our products to these
persons and to increase the number of these persons subscribing for our
products. However, we have also attracted individual investors as subscribers
and have adopted a business strategy designed to attract significant numbers of
individual investors as new subscribers. In addition, our strategy emphasizes
the creation, launch and marketing of, and attraction of substantial numbers of
visitors and registered users to our website.

EXISTING PRODUCTS AND SERVICES

Charles V. Payne, our Chief Executive Officer and principal analyst, works
with our staff of professional analysts and researchers to produce commentary,
analysis and stock selections on a daily basis which provide the content for our
products. Mr. Payne edits our product content and is a featured personality and
spokesperson, appearing regularly on television and radio and speaking regularly
at financial seminars and other events and engagements. Mr. Payne does not
receive fees for appearances on our behalf.

We currently offer subscribers a range of products incorporating our
financial and market research, analysis, advice and commentary, tailored to the
needs and interests of investors and financial professionals with various
investment objectives. These products include:

First Alert

First Alert is a research service focusing specifically on equity
securities that is issued to subscribers four times each trading day.
Each First Alert report consists of a stock selection with information
on the stock's current price, trading targets and, generally, a
recommended stop loss. Reports also include a brief synopsis of the
reasons for our stock selection and the basis for our belief that the
selected stock is likely to increase in value. We believe that First
Alert generally appeals to active traders holding equity investments
on a short-term (i.e., one hour to one month) basis. The base price
for subscriptions to First Alert is $525 per month (subject to
discount based on the medium of delivery and whether the product is
bundled with other products). In 1999, subscriptions to First Alert
accounted for approximately 11% of our total subscription revenues.

Hotline

Hotline provides subscribers with overall market commentary combined
with a stock selection. The commentary portion consists of an overall
review of the current market environment as well as an analysis of
events that may impact the day's trading session, such as economic
data, earnings reports, and rumors. The stock selection portion
usually consists of a single stock pick we believe may outperform the
broader market. We believe that Hotline generally appeals to investors
holding equity investments for an intermediate to longer-term (i.e.,
thirty days to six months) period. Subscribers receive the report
twice each trading day. The base price for subscriptions to Hotline is
$350 per month (subject to discount based on the medium of delivery
and whether the product is

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bundled with other products). In 1999, subscriptions to Hotline
accounted for approximately 57% of our total subscription revenues.

Newsletter

The Newsletter is a monthly publication addressing equity securities.
Each issue of the Newsletter generally contains market commentary and
two or three specific selections of stocks we believe may be
undervalued and/or undiscovered and may outperform the broader market
over the period held. The Newsletter, which, we believe, generally
appeals to longer-term investors (i.e., more than three months), is
designed to identify investment opportunities Wall Street Strategies,
Inc. believes may be overlooked by traditional brokerage research and
the general media. The base price for subscriptions to the Newsletter
is $75 per month (subject to discount based on the medium of delivery
and whether the product is bundled with other products). In 1999,
subscriptions to the Newsletter accounted for approximately 4% of our
total subscription revenues. In addition, we recently launched the
Weekly Wrap, a newsletter that is published every weekend and that
contains, among other things, sector highlights and stock
recommendations.

Storyline

The Storyline is a daily publication reporting and assessing rumors
and takeover speculation gathered by Wall Street Strategies, Inc.'s
analysts from their network of market contacts and professionals. The
Storyline seeks to provide subscribers with trading guidance and
insight with respect to existing rumors and takeover speculation. The
base price for subscriptions to the Storyline is $200 per month
(subject to discount based on the medium of delivery and whether the
product is bundled with other products). In 1999, subscriptions to the
Storyline accounted for approximately 1% of our total subscription
revenues.

Institutional Service

The Institutional Service offers to subscribers comprehensive
information regarding our recommendations regarding individual
securities. The information includes recommended trade prices, stop
loss prices, exit prices as well as updates. This service is geared
toward sophisticated, institutional size traders (i.e., those persons
trading larger blocks of securities). Monthly fees for the
Institutional Service range from $2,000 to $8,300. In 1999, the
Institutional Service accounted for approximately 27% of our total
subscription revenues.

Enhanced Institutional Service

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

Through the Enhanced Institutional Service, we offer subscribers
the option of paying on the basis of the number of stock
recommendations made by us, which fee is in range of $2,000 to $8,300.
Discounts are available to those subscribers who obtain a large number
of our recommendations. In addition, Enhanced Institutional Service
provides subscribers with the opportunity to contact us to request
information regarding individual securities selected by the
subscriber. This service is not offered to the subscribers to our
other products. A limited number of inquiries are included in the cost
of the Enhanced Institutional Service, after which a fee of
approximately $25.00 is charged for the information as to our opinion
on the individual security. Customers are advised in advance of this
charge. We have only recently started offering this service and no
significant revenues have been realized to date.

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Portfolio Tracker

Wall Street Strategies, Inc. offers subscribers paying for this
service the opportunity to notify Wall Street Strategies, Inc.
immediately and on an ongoing basis of their holdings and
transactions. Wall Street Strategies, Inc. will enter the this
information into our database and track subscribers' portfolios on an
ongoing basis. By monitoring participating subscribers' portfolios,
Wall Street Strategies, Inc. will be in a position to provide
subscribers with subsequent updates and information as well as its
latest opinions on the positions taken.

WSTREET.COM--OUR WEBSITE

Our business strategy is designed, among other things, to increase the
total number of subscribers to our products, by attracting additional
institutional subscribers and financial professionals, as well as a significant
number of individual investors. Our website, wstreet.com, the first phase of
which was launched in January 2000, is designed to be a comprehensive financial
news and information destination for institutional and individual investors and
financial professionals, enabling us to build our subscriber base, draw
substantial numbers of registered users and visitors to site areas available to
them, and attract advertisers. 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 First Alert, Hotline, Storyline and Newsletter
products the option to receive such products via our website. In addition to our
traditional products, the site offers the following:

Community Features

The website includes interactive features designed to attract traffic
to the website and build community among users and subscribers. These
features include message boards available for use by users and divided
by topic, and question and answer forums conducted after the close of
trading sessions.

Investment Tools

The website includes a variety of interactive investment tools
provided by or in conjunction with Standard & Poor's, IPO.com,
MarketGuide, Profit Charts and Zacks. Some of the features of the
website include real time and delayed stock quotes, portfolio watch
lists, charts, news headlines, news stories, company profile
overviews, company profile vital statistics, market statistics, market
commentary, mutual fund profiles and a learning center (including a
glossary).

SITE AREA ACCESS

Specific website areas and features are accessible to the public at
different levels. All visitors to the website have access to certain basic areas
and features including general information concerning us and our products. They
also receive basic information such as stock quotes and Standard & Poor's
research and they are able to review 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. The demographic information is not sold or distributed
to any third party. Registered users have access to twice daily market
commentaries as well as certain community features and investment tools,
including delayed stock quotes, our proprietary portfolio tracking tools and 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, features and
investment tools including real time stock quotes and all Standard & Poor's

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features. Subscribers enter into a subscriber agreement and will be charged for
the products on a monthly, quarterly or annual basis. We may sometimes make
certain products and features available to subscribers on a discounted basis or
pursuant to introductory offers.

WEBSITE STATUS

In January 2000, we launched the initial phase of the website; in the
initial phase, certain descriptive information concerning us and our products is
available to all visitors, with our First Alert, Hotline, Newsletter and
Storyline products available to paid subscribers. The second phase of our site
development, including introduction of the community investment tools and third
party investment research referred to above was completed during the first half
of 2000. We expect to add additional products, features and site areas on an
on-going basis.

CONTEMPLATED PRODUCTS AND SERVICES

We intend to offer products that are geared to day traders. These products
will consist of trading ideas that will be delivered throughout the trading
session and that are intended to be acted on immediately.

We also intend to offer streaming media as well as tutorials and seminars.

DISTRIBUTION OF PRODUCTS

Since its inception in 1991, Wall Street Strategies, Inc., has maintained
an internal direct sales department for the marketing and sale of our products.
As of September 30, 2000, Wall Street Strategies, Inc.'s sales and marketing
staff numbered 14 persons. The sales and marketing force, which is compensated
based on subscriptions sold, develops sales presentations and demonstrations for
potential subscribers and manages our entire marketing and sales effort. In
addition, we use a variety of other means to promote our products and the Wall
Street Strategies brand. For example, Charles Payne, our Chief Executive Officer
and principal analyst, is also our featured personality and spokesperson,
regularly appearing on and promoting us through a variety of media outlets,
including television, radio, newspapers and magazines. Mr. Payne also speaks at
trade shows, conferences and seminars on a regular basis.

We expect to continue these marketing activities while also undertaking new
promotional initiatives in conjunction with the development of the website and
our efforts to attract additional subscribers including significant numbers of
individual investors. In particular, we plan to conduct advertising and direct
mail campaigns, establish strategic distribution relationships and syndicate our
content to other sites and outlets. Furthermore, while we have, historically,
directed our products primarily to United States investors, we believe there may
be a substantial market for our products in Europe and have begun to expand our
marketing and distribution efforts to European investors this year.

ADVERTISING AND DIRECT MAIL

In connection with the marketing of our website, we anticipate conducting
a multi-faceted advertising campaign in print as well as electronic media. We
also expect to conduct direct mail marketing initiatives targeting groups
likely to be interested in our products. The precise strategy and budget for
these campaigns are expected to be determined during the fourth quarter of 2000
and will depend to a large extent on our financial and other resources.

STRATEGIC DISTRIBUTION RELATIONSHIPS AND CONTENT SYNDICATION

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

Since May 2000, we have signed agreements with the following entities:

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- ConSors AG, an online European based brokerage firm;

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

- Data Broadcasting Corporation, a financial market data
provider;

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

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

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

Under each of these agreements, we are providing research on U.S. equities
and/or links to our website. The CyberCorp agreement has an initial term of one
year, unless we mutually agree to extend the term of the agreement. The
agreement with Multex.com has an initial term of three years that is
automatically renewed for successive one-year terms unless terminated by one of
the parties. The agreement with the Citation Group may be terminated at any time
on thirty days written notice. Each of the other agreements has an initial term
of one year that is extended automatically for successive one year periods,
unless terminated by one of the parties. Except for the agreement with the
Citation Group that provides for the sale of services in payment of our regular
fees as they may be in effect at the time the services are delivered, and the
order flow agreement with CyberCorp., each of the agreements provides for a
sharing of revenues realized by us as a result of the relevant agreement.
Because we only recently entered into these agreements, we have not generated
any revenues under any of the agreements. However, we believe that we will
realize revenues in the future. We believe that these and other future strategic
distribution relationships will allow us to reach additional institutional and
individual investors.

We have also entered into agreements with Standard & Poor's, IPO.com,
MarketGuide, Profit Charts and Zacks. Standard & Poor's provides both real time
and delayed quotes as well as company research, news and educational pieces
through a framed environment. IPO.com provides news and research on the initial
public offering market. MarketGuide provides a data feed to us for integration
into our products and web site. Profit Charts provides interactive price and
volume charting capabilities. These agreements allow us to provide our clients
critical investment information.

The relationships discussed above and other future strategic relationships
for distribution of our products and services and for syndication and co-branded
publication of our content, are intended to provide us access to targeted groups
of potential subscribers, as well as to promote Wall Street Strategies, Inc. and
our products to particular audiences.

COMPETITION

We compete with a substantial number of providers of financial news and
information, market analysis and stock selections for the attention of
subscribers and advertisers. 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:

- 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.

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

- Providers of terminal-based financial news and data, such as
Bloomberg Business News, Reuters News Service, Dow Jones Markets
and Bridge News Service.

- Web "portal" companies such as Yahoo!, MSN and America Online.

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

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

The market for the electronic distribution of investment research and
related services is intensely competitive and this competition is expected to
continue to increase. We seek to differentiate ourselves from our competitors
based on numerous factors including ease of delivery of products and use of our
website, performance, price, reliability, customer service and support, and
sales and marketing efforts, as well as the quality, originality, variety and
timeliness of our products and services. We believe that our strategic
distribution and content syndication relationships also represent important
competitive advantages.

We also believe that competitive position within the financial news and
information, market analysis and stock selection market is, to a significant
degree, personality driven; spokesmen and analysts for enterprises in this
market are often highly visible and can be an important factor in
differentiating a business from our competition. We believe that Charles Payne's
role in our business and continuing visibility for us provides us with an
important competitive characteristic and advantage.

DEPENDENCE ON MAJOR CUSTOMERS

We are not dependent on one or a few major customers.

INTELLECTUAL PROPERTY

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

GOVERNMENT REGULATION

Wall Street Strategies, Inc., our wholly owned subsidiary, is a registered
investment adviser. This permits it to provide certain individualized services
to current and new subscribers. As a registered investment adviser, Wall Street
Strategies, Inc. is subject to various laws, rules, and regulations that may not
otherwise be applicable to persons whose business activities are not subject to
registration. In addition, Wall Street Strategies, Inc. will incur various costs
and expenses associated with being an investment adviser. For example, it is
required to adopt and implement various policies and procedures, including those
designed to avoid the improper use of inside information, maintain certain books
and records, and refrain from engaging in certain transactions with investment
advisory clients or activities that could be inconsistent with a client's
interest. Moreover, Wall Street Strategies, Inc. will be subject to occasional
examinations of its operations, including certain books and records, by
authorized state or federal regulators. Wall Street Strategies, Inc. fully
intends to comply with all applicable law, rules, and regulations. However, if a
regulator determines that a violation of applicable law has occurred, this
regulator could seek to impose a monetary fine or some disciplinary measure,
which could include limitations or cessation of certain or all investment
advisory activities. Any type of regulatory action would likely occur only after
inquiry of the facts and circumstances, in the event that an investigation was
commenced in the first instance; in that event, however, Wall Street Strategies,
Inc. and/or we would incur costs associated with preparing for and responding to
such inquiry. Because Wall Street Strategies, Inc. does not intend to act as a
"traditional" investment adviser (in that it will not hold subscriber's
securities or assets and will not have any authority, discretionary or
otherwise, over

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subscriber's assets or securities), it is anticipated that the costs associated
with complying with applicable regulations will be less than those of
traditional investment advisers.

Wall Street Strategies, Inc. is subject to various federal and state
securities and other laws that may limit our activities and, under certain
circumstances, subject Wall Street Strategies, Inc. to additional costs of
compliance or the imposition of sanctions if it did not comply. In addition, the
laws and regulations potentially applicable to Wall Street Strategies, Inc. are
subject to change or modification. Any change could subject Wall Street
Strategies, Inc. to additional costs in the form of changes to our systems and
procedures and/or potential limitations on our activities.

EMPLOYEES

At September 30, 2000, we had a total of 35 employees, all of whom are
full-time employees. Of these persons, 14 are in sales and marketing, seven are
analysts, researchers, writers or editorial personnel, and 14 are in accounting,
operations, administration and management. We are not subject to any collective
bargaining agreements.

Our future success also depends on our continuing ability to attract, train
and retain highly qualified technical, sales and managerial personnel.
Competition for these personnel is intense, particularly in New York City where
we are headquartered. Due to the limited number of people available, we cannot
assure you that we can retain or attract key personnel in the future.

LEGAL PROCEEDINGS

At the present time we are not involved in any material legal proceedings.

In a complaint dated June 13, 1997, the SEC brought an action against
various persons, including Wall Street Strategies, Inc. and Charles Payne,
alleging violations of the federal securities laws. SEC v. Members Services
Corp., et al., No. 97 CV1146 (D.D.C.). As to Wall Street Strategies, Inc. and
Mr. Payne, the SEC alleged the failure to disclose the receipt of compensation
from an issuer that was the subject of information circulated by Wall Street
Strategies, Inc. Without admitting or denying the allegations in the complaint,
Wall Street Strategies, Inc. and Mr. Payne each consented to the entry of a
permanent injunction against violations of Section 17(b) of the Securities Act.
In addition, Mr. Payne agreed to pay a civil penalty of $25,000 and Wall Street
Strategies, Inc. agreed to pay a civil penalty of $10,000.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

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

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

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

26
<PAGE> 31
On March 21, 2000, we engaged Hays & Company to audit our financial
statements for the fiscal year ended December 31, 1999. Hays & Company had not
previously provided any services to us or to Wall Street Strategies, Inc.

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.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Charles V. Payne.................... 37 Chief Executive Officer, President and Director
Daliah Amar......................... 40 Chief Operating Officer
Ian Rice............................ 61 Chairman of the Board of Directors
Gerald Turner....................... 58 Director
David J. McCallen................... 43 Director
</TABLE>

CHARLES V. PAYNE has been our Chief Executive Officer, President and a
director since our acquisition of Wall Street Strategies, Inc. in September
1999. Since 1991, Mr. Payne has been President, Chief Executive Officer,
director and chief analyst of Wall Street Strategies, Inc. See "Legal
Proceedings" on page 26 for the description of a proceeding that involved Mr.
Payne.

IAN RICE has been our Chairman since June 1999. From June 1997 to date, Mr.
Rice has been Chairman, Chief Executive Officer and a director of Ikon Ventures,
Inc. a holding company whose shares are traded in the National Quotation Bureau
Pink Sheets. From January 1994 until October 1996, Mr. Rice was Chairman and a
director of Asia Media Communications Ltd. (n/k/a MyWeb Inc.com), then a holding
company based in Switzerland whose shares are traded on the OTC Electronic
Bulletin Board. Since November 1985, Mr. Rice has been a consultant to Sigma
Limited, S.A., a private investment firm based in Switzerland which is a
consultant to us.

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 of Bell
South 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 one of our directors 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.

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

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

27
<PAGE> 32
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" on
page 36 for further details regarding this voting agreement.

ADVISORY BOARD

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

We have entered into adviser agreements with each member of the advisory
board. The principal provisions of these agreements, which are similar in their
terms, provide for reimbursement of certain expenses and the grant of a
non-qualified stock option. On August 17, 1999, each member of the advisory
board was granted an option to purchase 15,000 shares of common stock at an
exercise price of $3.50 per share. Each of these stock options is exercisable in
full for a period of two years from the date of grant or, if sooner, thirty (30)
days from the date of termination of the adviser as a member of the advisory
board (ninety (90) days in the case of the stock option granted to Ari Kaufman).
In the event of the death of a member of the advisory board, the options are
exercisable for a period of one year from the date of death. Mr. Kaufman's stock
option also remains exercisable for a period of one hundred eighty (180) days
after termination as a member as a result of disability. Each member of the
advisory board has also agreed, pursuant to such agreements, not to disclose any
of our confidential information.

THE MEMBERS OF THE ADVISORY BOARD ARE:

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

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

Ari Kaufman Chief Internet Strategy officer of WILink.com plc a
UK-based investment services company that is
publicly traded on the London Stock Exchange
Alternate Investment Market. Mr. Kaufman is also the
President of AdBuyer.com, LLC, a new media
Advertising Sales and Buying consulting group.

Joanna McGinley Director of Marketing at Morningstar, Inc. Ms.
McGinley is responsible for all product development
and management of institutional products for the
investment company, broker/dealer, bank and insurance
company markets.

Steven Schwartz Research Scientist at the Massachusetts Institute of
Technology's Media Lab. Mr. Schwartz has been
instrumental in the creation of many technical
innovations for the television and film industry,
including video and music scoring systems for use in
film production while serving as Chief Video Engineer
at Lucasfilm Ltd.

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.

28
<PAGE> 33
On December 7, 1999, we granted to Mr. Payne a stock option to purchase
300,000 shares of common stock at an exercise price of $4.00 per share. Mr.
Payne's option becomes exercisable in various increments over the two years
following the date of grant. The option remains exercisable until five years
after the date of grant, but terminates upon Mr. Payne's termination as an
employee for any reason. However, the option (to the extent exercisable, if at
all) remains exercisable for one year following Mr. Payne's termination due to
death, and ninety (90) days following termination due to disability.

On July 30, 1999, we entered into employment agreement with David McCallen.
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. We terminated this
agreement for cause on September 22, 2000. Mr. McCallen is contesting the
termination of his employment. We are negotiating an amicable solution with Mr.
McCallen. However, we cannot assure you that we will be able to resolve this in
an amicable manner.

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. The option vests and becomes exercisable (until five years
after the date of grant) with respect to 125,000 shares on December 6, 2000,
with respect to an additional 125,000 shares on March 6, 2001, and with respect
to the remaining shares in equal quarterly increments of 62,500 shares each over
the following year.

If Ms. Amar's employment is terminated prior to December 6, 2000 by reason
of her death or disability, the option becomes exercisable with respect to
125,000 shares of common stock. If Ms. Amar's employment is terminated between
December 6, 2000 and March 6, 2001 by reason of her death or disability, the
option becomes exercisable with respect to an additional 62,500 shares. At any
time that Ms. Amar's employment is terminated by reason of her death or
disability, her stock option, to the extent vested, will be exercisable for a
period of one year.

In the event of a change of control of the company while Ms. Amar is an
employee, the stock option becomes exercisable in its entirety. Furthermore, if
Ms. Amar's employment is terminated by us after a change of control, or by Ms.
Amar if her duties are materially diminished by us after a change of control,
she will be entitled to receive salary and benefits for one year following such
termination.

If Ms. Amar's employment is terminated for cause, her stock option, to the
extent vested, will be exercisable for a period of thirty (30) days. If we
terminate Ms. Amar's employment due to her failure to achieve specified
performance goals during the first 18 months of her employment, she will receive
salary and benefits for six months after termination, and will be entitled to
exercise her stock option, to the extent vested, for a period of ninety (90)
days. If Ms. Amar's employment terminates prior to the end of her employment
term for any other reason, the stock option will vest in its entirety and be
exercisable for a period of one year and, in addition, Ms. Amar will be entitled
to receive salary and benefits for the lesser of one year or the balance of her
employment term.

Wall Street Strategies, Inc. has entered into an employment agreement,
dated March 20, 2000, with Joshua Eggert, its Chief Internet Officer. Mr.
Eggert's agreement has a term of three years at an annual base salary of
$175,000 subject to annual review by Wall Street Strategies, Inc. 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 March 20, 2000, we granted to Mr. Eggert a stock option to
purchase 200,000 shares of common stock at an exercise price of $7.50 per share.
The option vests and becomes exercisable (until five years after the date of
grant) with respect to 100,000 shares on March 20, 2001 and with respect to the
remaining shares in equal quarterly increments of 25,000 shares each over the
following year. If Mr. Eggert's employment terminates prior to March 20, 2001 by
reason of his death or disability, or if Mr. Eggert terminates his employment by
reason of a breach of the employment agreement by Wall Street Strategies, Inc.,
or if Wall Street Strategies, Inc. terminates Mr. Eggert's employment prior to
March 20, 2001 for any other reason (other than cause), the option will vest and
become exercisable with respect to 100,000 shares of common stock.

If Mr. Eggert's employment terminates by virtue of his death or disability,
the option, to the extent vested, will be exercisable for periods of one year
and ninety (90) days, respectively, from the date of termination. If Mr. Eggert
terminates his employment by reason of a breach of the employment agreement by
Wall Street

29
<PAGE> 34
Strategies, Inc., or if Wall Street Strategies, Inc. terminates Mr. Eggert's
employment for any reason other than death, disability or cause, the option, to
the extent vested, will be exercisable for a period of ninety (90) days from the
date of termination and, in addition, Mr. Eggert will be entitled to an
aggregate of six months annual base salary.

30
<PAGE> 35
EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to the Principal
Executive Officer, who was the only executive officer whose annual salary and
bonus exceeded $100,000 for services rendered to us and our predecessors for
the years ended December 31, 1999, December 31, 1998 and December 31, 1997.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------------- -----------------------------
OTHER
NAME AND ANNUAL SECURITIES UNDERLYING OPTIONS
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1)
------------------ ---- -------- ----------- ---------------- -----------------------------
<S> <C> <C> <C> <C> <C>
Charles V. Payne 1999 $250,000 250,000(2) $27,104 300,000
President 1998 $134,835 $100,000(3) $ 5,470 -0-
1997 $ 65,516 -0- $ 4,800 -0-
</TABLE>

----------

(1) Other annual compensation in 1997 and 1998 consisted of a parking
allowance, and health insurance. Other annual compensation in 1999
consisted of life insurance, disability and health insurance and a
parking allowance.

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

(3) Mr. Payne was the sole shareholder and director of Wall Street
Strategies, Inc. during 1998.

STOCK OPTION PLANS

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

1996 COMPENSATORY STOCK OPTION PLAN

Our 1996 compensatory stock option plan was adopted by our board of
directors and approved by our shareholders in October 1996. Subject to
adjustment in the event of certain specified corporate events, options to
purchase a maximum of 2,000,000 shares of common stock may be granted under the
1996 stock option plan. The plan has a term of ten years and no options may be
granted after its expiration. On December 7, 1999, our board of directors
determined that no further awards will be made under the 1996 stock option plan.
As of that date, options to purchase a total of 1,153,205 shares of common stock
were outstanding under the plan.

The 1996 stock option plan provides solely for the grant of options that
are not intended to qualify as incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986. Under the terms of the 1996
stock option plan, the exercise price of the options must be at least 85% of the
fair market value of our common stock on the date of grant. The term of options
to be granted may not exceed 10 years from the date of grant and generally
terminate automatically: upon termination of employment for cause; within a
period (specified in the individual option grant) after termination of
employment without cause; within twelve months after the death of an employee;
and, in the event of total disability, one year after termination of employment
unless otherwise specified in the grant. Generally, options are not transferable
other than by will or by operation of law.

31
<PAGE> 36
Options may be exercised by paying the cash exercise price, or, with the
consent of the board of directors, by delivering to us securities or a personal
recourse promissory note. At the discretion of our board of directors, as
determined in the individual options grant, an option may contain a cashless
exercise provision.

1999 INCENTIVE PROGRAM

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

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

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

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

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

The aggregate fair market value of the stock covered by incentive stock
options granted under the program or any of our other stock option plans or of
any of our subsidiaries or parent that become exercisable for the first time by
any optionee in any calendar year shall not exceed $100,000. The period for
exercise of the option shall not exceed ten years from the date of the grant (or
five years if the optionee is also a 10% shareholder). The option price at which
common stock may be purchased under an incentive stock option shall be the fair
market 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 June 30, 2000, a total of 1,645,000 options were outstanding under
the program.

The following table sets forth certain information concerning stock options
granted to the Principal Executive Officer during 1999. The exercise price for
the grant to such named person was the fair market value of the shares of common
stock on the date of grant, determined by reference to the closing price as
quoted in the OTC Electronic Bulletin Board on such date.

32
<PAGE> 37
OPTIONS GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL OPTIONS EXERCISE
SECURITIES GRANTED TO EMPLOYEES OR BASE EXPIRATION
NAME UNDERLYING OPTIONS IN FISCAL YEAR PRICE DATE
--------------- ------------------ ------------------------ -------- ----------
<S> <C> <C> <C> <C>
Charles V. Payne 300,000 14.3% $4.00 12/7/04
</TABLE>

The following table sets forth certain information with respect to the
Principal Executive Officer regarding the value of his unexercised options held
as of December 31, 1999. No options were exercised (or exercisable) during 1999.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
SHARES NUMBER OF SECURITIES
ACQUIRED VALUE UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN THE
NAME ON EXERCISE REALIZED OPTIONS AT FISCAL YEAR END MONEY OPTIONS AT FISCAL YEAR END
---- ----------- -------- ------------------------------ --------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles V. Payne -0- -0- -0- 300,000 -0- $656,000
</TABLE>

PROFIT SHARING PLAN

Effective January 1, 1996, Wall Street Strategies, Inc., adopted a profit
sharing plan. Contributions to the plan are made at the discretion of
management. No contributions are made by employees. Receipt of benefits under
the plan is subject to vesting based on an employee's years of service. All
funds in the plan are held in a separate trust of which Charles V. Payne is the
sole trustee. We contributed $150,000 to the plan in respect of fiscal 1998; no
contributions were made to the plan in respect of fiscal 1997 or fiscal 1999.

In January 2000, the plan was amended to add a salary deferral feature
under Section 401(k) of the Internal Revenue Code of 1986. Under such feature,
an employee may elect to have part of his or her compensation contributed on a
before-tax basis to the plan. These salary deferred contributions are 100%
vested at all times.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

We are party to a consulting agreement dated September 23, 1999 with Sigma
Limited, S.A., a company organized under the laws of Switzerland, pursuant to
which Sigma provides consulting services to us. Sigma's consulting services are
rendered by Ian Rice, our Chairman of the Board. The term of the consulting
agreement is two years and we paid Sigma a consulting fee of $50,000 per annum,
plus a non-accountable expense allowance of $35,000 per annum. In September
2000, we amended this agreement to provide for monthly payments of $10,000,
including expenses, retroactively to July 2000 until the end of 2000. All of the
capital stock of Sigma is owned by a discretionary trust of which Mr. Rice is
neither a trustee nor a beneficiary. Among the discretionary beneficiaries of
the trust are members of Mr. Rice's family. Mr. Rice disclaims beneficial
ownership of Sigma. Since the date of the consulting agreement, Mr. Rice has not
received any consulting fees from Sigma.

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.

In 1999, David McCallen, a director and former officer, borrowed $13,500
from us on an interest-free basis to defray relocation expenses incurred by him.
As of September 30, 2000, the balance of such loan was $8,368. The loan is to be
repaid in consecutive equal monthly installments of $2,700 each beginning on
August 1, 2000.

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<PAGE> 38
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of September 30, 2000,
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.

<TABLE>
<CAPTION>
NUMBER OF %
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OWNED OWNED
------------------------------------ ------------ -----
<S> <C> <C>
Charles V. Payne(1)(2) 11,325,197 62.6%

David J. McCallen(3) 644,017 3.4%

Daliah Amar(4) 125,000 *

Ian Rice(2)
Collier House
163/169 Brompton Road
London SW3 1PY
England 150,000 *

Gerald Turner(5)
3110 Fairview Park Drive
Suite 1400
Falls Church, VA 22042-4503 102,000 *

All executive officers and directors as a group
(five persons)(1)(2)(3)(4)(5) 11,552,197 63.1%
</TABLE>

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

(1) Includes 800,000 shares held of record by Todd Moore. Pursuant to a stock
transfer agreement between Messrs. Payne and Moore and a related
irrevocable proxy from Mr. Moore, Mr. Payne has the right, for a period of
up to one year ending not later than January 17, 2001, to vote the 800,000
shares held of record by Mr. Moore. Includes an aggregate of 1,258,205
shares held of record by certain employees of the company as well as a
total of 281,094 shares issuable upon options held by each of those
employees and that are exercisable within 60 days. Mr. Payne has the right
in certain instances pursuant to a voting agreement with these employees to
direct the voting of the their shares whether owned at the time of the
agreement or subsequently acquired. Includes 150,000 shares held of record
by Ian Rice and approximately 60,000 shares held of record by Corporate
Communications Network, Inc. ("CCN"). Pursuant to a voting agreement among
Mr. Payne, Mr. Rice, CCN and Sigma Limited, S.A. ("Sigma"), for a period of
two years ending September 23, 2001, Mr. Payne will vote his shares for the
election to the board of directors of two designees of Sigma (including Mr.
Rice), and Mr. Rice and CCN will vote their shares for the election to the
board of directors of Mr. Payne and two of his designees (who, pursuant to
the terms of the Voting Agreement, are Messrs. Turner and McCallen). In
addition, includes 45,000 shares issuable upon exercise of currently
exercisable options as well as 75,000 shares issuable upon exercise of
options that may be exercised within 60 days. Does not include 180,000
shares issuable upon exercise of options which are not exercisable within
60 days.

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

34
<PAGE> 39
(3) Includes 117,094 shares issuable upon exercise of currently exercisable
options. The number of shares include 175,641 shares that we have a right
to repurchase at $.0025 per share as a result of the termination of Mr.
McCallen's employment agreement for cause on September 22, 2000. In
addition, the number of shares issuable upon exercise of options includes
58,537 shares that remain unvested as a result of the termination of Mr.
McCallen's employment agreement. Mr. McCallen is contesting the termination
of his employment. Inclusion of these shares constitutes no admission on
our part that Mr. McCallen is entitled to these shares.

(4) Consists of shares issuable upon exercise of options that may be exercised
within 60 days. Does not include 375,000 shares issuable upon exercise of
options that are not exercisable within 60 days.

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

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 50,000,000 shares of common stock,
$0.001 par value per share, of which 17,681,603 shares are issued and
outstanding, and 5,000,000 shares of preferred stock (the "Preferred Stock"),
ten of which are issued and outstanding. The issued and outstanding common stock
and preferred stock are fully-paid and nonassessable.

PREFERRED STOCK

The board of directors is authorized, subject to limitations prescribed by
law, to provide for the issuance of the preferred stock in series and by filing
a certificate with the Nevada Secretary of State to establish the number of
shares to be included in each series. We may issue preferred stock either as a
class without series, or if so determined by the board of directors, either in
whole or in part in one or more series, each series to be appropriately
designated by a distinguishing number, letter or title prior to the issue of any
shares thereof.

Our board of directors has the authority to fix the voting power, the
designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions of the preferred
stock in the resolution or resolutions adopted by the board of directors
providing for the issuance of the preferred stock. Any class or series of
preferred stock may have rights, preferences and privileges senior to those of
the common stock.

On August 18, 2000, we sold ten shares of series A convertible preferred
stock. Each share of series A preferred stock has a stated value of $100,000 and
is entitled to cumulative dividends at the annual rate of 8% per share, payable
quarterly. The shares have no voting rights. In the event of liquidation, the
shares will be paid out of our assets the liquidation value of the shares of
series A preferred stock which shall be equal to the stated value of $100,000
per share plus all accrued but unpaid dividends. The holder of the shares may
convert said shares into shares of common stock at a price per share of common
stock that shall be the lesser of (i) 80% of the average of the three lowest
closing bid prices in the 20 trading days ending on the last day prior to the
date we receive notification of the holder's intent to convert the preferred
shares, or (ii) $2.25. We have a right to redeem the shares at $125,000 per
share at any time that this registration statement is effective. If we notify
the holder of the preferred shares of our intention to redeem, the holder may
for ten days convert the preferred stock into common stock at 75% of the then
market price of the common stock.

The shares of series A preferred stock shall be automatically redeemed for
cash at their initial stated value, or, at our option, converted into shares of
common stock on August 18, 2003. Any accrued dividends that remain unpaid on
that date are payable in cash or, at the option of the holder, in shares of
common stock at the same price per share used for optional conversions set forth
above.

Under the terms of the agreement for the sale of the series A preferred
stock, we were required to deposit 1,000,000 shares of common stock into escrow
to secure the issuance of these shares upon conversion. These shares are not
considered issued and outstanding. The shares of common stock issuable upon
conversion of the series preferred stock are being registered in the
registration statement of which this prospectus forms a part.

35
<PAGE> 40
COMMON STOCK

We may issue common stock at various times in one or more series as
determined by our board of directors. The common stock may have such voting
powers, designations, preferences and relative, participating, optional or other
special rights and be subject to such qualifications, limitations and
restrictions as the board of directors shall determine. Subject to the
provisions of law and the preferences of the preferred stock, dividends may be
paid on the common stock at such time and in such amounts as our board of
directors may deem advisable. All currently issued and outstanding shares of
common stock have equal dividend, voting and other rights.

Our by-laws provide that holders of 10% of the common stock may call a
special meeting of shareholders.

GENERAL PROVISIONS APPLICABLE TO BOTH COMMON AND PREFERRED STOCK

No holder of common stock or preferred stock has any preemptive right to
subscribe to stock, obligations, warrants, or other securities of any class.

Subject to the provisions of law and the provisions of our certificate of
incorporation, we may issue shares of our preferred stock or common stock, from
time to time for such consideration (not less than the par value or stated value
thereof) as may be fixed by the board of directors. Shares so issued, for which
the consideration has been paid or delivered to us, shall be deemed fully paid
stock, and shall not be liable to any further call or assessments thereon, and
the holders of these shares shall not be liable for any further payments in
respect of such shares.

VOTING AGREEMENT

We are a party to a voting agreement with Charles Payne, our President,
Chief Executive Officer and largest shareholder, Sigma Limited, S.A., a Swiss
corporation and our consultant, Ian Rice, our Chairman and a shareholder, and
Corporate Communications Network, Inc., a shareholder and a consultant,
pursuant to which, for a period of two years, Mr. Payne will vote his shares of
common stock to cause (i) our board of directors to consist of five members and
(ii) the election to the board of directors of two designees of Sigma, one of
which designees is to be our Chairman. Sigma designated Messrs. Rice and Stephen
Gross as the Chairman and a director, respectively. Mr. Gross has resigned his
position since. In addition, under the agreement, each of Sigma, Corporate
Communications Network and Mr. Rice are to vote its or his shares in favor of
Mr. Payne and two of his nominees. As set forth in the voting agreement, Mr.
Payne has designated Messrs. Gerald Turner and David McCallen as his nominees.

TRANSFER AGENT

Madison Stock Transfer, Inc., 1813 East 24th Street, Brooklyn, New York
11229, is the transfer agent and registrar for the common stock.

36
<PAGE> 41
SELLING SHAREHOLDERS

A total of 1,537,594 shares of our common stock are being registered for
resale under this prospectus. Of these shares, a total of 117,500 are currently
issued and outstanding. The rest of these shares are issuable to the selling
shareholders listed in the table upon conversion of shares of preferred stock
and the exercise of warrants, as follows:

- 1,165,094 shares are issuable upon conversion of the series A
preferred stock;

- 230,000 shares are issuable upon exercise of warrants; and

- 25,000 shares are issuable upon exercise of options.

Under the terms of the transactions in which the selling shareholders
acquired the securities, we agreed to register for resale the shares of common
stock owned or to be received by the selling shareholder upon conversion of the
preferred shares and the exercise of the warrants and the options.

As used in this section, the term "selling shareholder" includes any
transferees, pledgees, donees, or other successors in interest to the selling
shareholder named in the table below. To the extent required, we will name any
additional selling shareholder in a supplement to this prospectus.

The following table sets forth certain information with respect to the
beneficial ownership of our common stock by the selling shareholders as of
October 10, 2000, before giving effect to the sale of shares of common stock in
this offering. The selling shareholders have not had any position or office with
us or any of our affiliates within the past three years. There is no material
relationship between the selling shareholders and us or our affiliates in the
last three years. All of the shares owned by the selling shareholders may be
offered in this offering. We cannot assure you, however, that the selling
shareholders will sell any of the shares of our common stock covered by this
prospectus. Neither can we assure you that the selling shareholders will convert
any of the preferred shares or exercise the warrants and the options thereby
acquiring the shares of common stock. The selling shareholders do not hold one
or more percent of the outstanding shares of our common stock.

The information included in this section is based upon information
provided by the selling shareholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
NAME PRIOR TO THE OFFERING(1) AFTER THE OFFERING(1)(2)
---- ------------------------ ------------------------
<S> <C> <C>
CALP II Limited Partnership 1,245,094(3) -0-
c/o Thomson Kernaghan & Co. Limited
365 Bay Street, Tenth Floor
Toronto, Ontario M5H 2V2

Thomson Kernaghan & Co. Limited, 250,000(4) -0-
365 Bay Street, Tenth Floor,
Toronto, Ontario M5H 2V2, Canada

Continental Capital & Equity Corporation 42,500(5) -0-
195 Wekiva Springs Road, Suite 200
Longwood, FL 32779
</TABLE>

-----------------
(1) Unless otherwise noted, each person has sole voting and investment power
with respect to all shares listed opposite such person's name.

(2) The shares may be offered at any time by the selling shareholders. The
selling shareholders are not obligated to sell all or any portion of their
shares, nor are they obligated to sell any of their shares immediately
pursuant to this prospectus. Because the selling shareholders may sell all
or some of their shares, no estimate can be given

37
<PAGE> 42
as to the amount of common stock actually to be offered for sale by the
selling shareholders or as to the amount of common stock that will be held
by the selling shareholders upon the termination of this offering.

(3) Consists of 1,165,094 shares of common stock issuable upon conversion of
the series A preferred stock and 80,000 shares of common stock issuable
upon exercise of warrants. The number of shares issuable to and to be
included in this registration statement on behalf of this selling
shareholder is based upon a formula set forth in that person's subscription
agreement that requires us to register 200% of the shares, totaling
1,165,094 shares, that would have been issuable had the conversion of the
shares of preferred stock taken place on the closing date of the sale of
the preferred stock. Therefore, the actual number of shares of common stock
to be issued and sold cannot be determined at the present time.

(4) Includes 150,000 shares issuable upon the exercise of warrants.

(5) Includes 25,000 shares issuable upon the exercise of options.

PLAN OF DISTRIBUTION

We are registering the shares of common stock covered by this
prospectus for the selling shareholders. To the extent required, we will
identify any additional selling shareholders in a supplement to this prospectus.

The selling shareholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The selling
shareholders may sell the shares in the over-the-counter market or in private
transactions, at market prices prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices.

In addition, the selling shareholders may sell some or all of their
shares through:

- a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;

- purchases by a broker-dealer, as principal, and resale by the
broker-dealers for its account; or

- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.

The selling shareholders may enter into hedging transactions with
respect to its shares. For example, the selling shareholders may:

- enter into transactions involving short sales of the shares by
broker-dealers;

- sell shares short itself and redeliver such shares to close out their
short positions;

- enter into option or other types of transactions that require the
selling shareholders to deliver shares to a broker-dealer, who will
then resell or transfer the shares under this prospectus; or

- loan or pledge the shares to a broker-dealer, who may sell the loaned
shares or, in the event of default, sell the pledged shares.

The selling shareholders may negotiate and pay broker-dealers'
commissions, discounts or concessions for their services. Broker-dealers engaged
by the selling shareholders may allow other broker-dealers to participate in
resales. However, the selling shareholder and any broker-dealers involved in the
sale or resale of the shares may qualify as "underwriters" within the meaning of
the Securities Act of 1933. In addition, the broker-dealers' commissions,
discounts or concession may qualify as underwriters' compensation under the
Securities Act of 1933.

38
<PAGE> 43
If the selling shareholders or any broker-dealers qualify as "underwriters,"
they will be subject to the prospectus delivery requirements of the Securities
Act of 1933.

In addition to selling their shares under this prospectus, the selling
shareholders may:

- agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including
liabilities arising under the Securities Act of 1933;

- transfer their shares in other ways not involving market makers or
established trading markets, including directly by gift,
distribution, or other transfer; or

- sell their shares under Rule 144 of the Securities Act of 1933 rather
than under this prospectus, if the transaction meets the requirements
of Rule 144.

When a particular offering is made, if required, we will distribute to
you a prospectus supplement. This supplement will set forth the names of the
selling shareholders, the aggregate amount and type of shares being offered, the
number of such shares owned before and after the completion of any such
offering, and, to the extent required, the terms of the offering, including the
name or names of any underwriters, broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the selling
shareholders and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers. Any underwriters, brokers, dealers or agents who
participate in any sale of the shares may also perform services for us or our
affiliates.

All expenses of the registration of the shares will be paid by us,
including, without limitation, all registration and filing fees, printing
expenses, expenses of compliance with blue sky laws, fees and disbursements of
our counsel and expenses of any audits incidental to this registration. The
selling shareholders will pay expenses related to any sales commissions or
underwriting discounts and fees and expenses of its counsel incurred in
connection with the sale of shares through this prospectus.

We have agreed to indemnify the selling shareholders and anyone who
controls the selling shareholders against certain liabilities and expenses
arising out of or based upon the information contained in this document,
including liabilities under federal securities laws.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Our certificate of incorporation generally provides for indemnification of
each director, officer, employee or agent as long as these individuals acted in
good faith and in a manner he or she believed to be in or not opposed to our
best interest and had no reasonable cause to believe that such conduct was
unlawful.

The Securities and Exchange Commission is of the opinion that
indemnification of directors, officers and controlling persons for liabilities
arising under the Securities Act is against public policy and is, therefore,
unenforceable.

LEGAL MATTERS

Certain legal matters in connection with the sale of the shares of common
stock offered hereby will be passed upon by Bryan Cave LLP, New York, New York.

39
<PAGE> 44
EXPERTS

The consolidated financial statements of Wall Street Strategies Corporation
and subsidiaries at December 31, 1999, and for the year then ended, appearing in
this prospectus and registration statement have been audited by Hays & Co.,
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.

The consolidated financial statements of Wall Street Strategies Corporation
and subsidiaries at December 31, 1998, and for the year then ended, appearing in
this prospectus and registration statement have been audited by Lilling &
Company LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form SB-2, of which this
prospectus is a part, with the Securities and Exchange Commission under the
Securities Act with respect to the common stock offered in this offering. This
prospectus, which constitutes a part of the registration statement, does not
contain all of the information set forth in the registration statement, parts of
which are omitted as permitted by the rules and regulations of the SEC.
Statements contained in this prospectus as to the contents of any contract or
other document are not necessarily complete. For further information pertaining
to us and our common stock, we refer you to our registration statement and the
exhibits thereto, copies of which may be inspected without charge at the
principal office of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the regional offices of the SEC located at Seven World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of all or any part of the
registration statement may be obtained at prescribed rates from the SEC. The SEC
maintains a web site on the internet at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC.

We are subject to the information and periodic reporting requirements of
the Exchange Act and, in accordance therewith, file periodic reports, proxy and
information statements and other information with the SEC. Such periodic
reports, proxy and information statements and other information will be
available for inspection and copying at the regional offices, public reference
facilities and web site of the SEC referred to above.

We intend to furnish our shareholders with annual reports containing
audited financial statements and an opinion thereon expressed by independent
certified public accountants. We also intend to furnish other reports as we may
determine or as required by law.

40
<PAGE> 45
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

INDEX

<TABLE>
<S> <C>
INDEPENDENT AUDITOR'S REPORT (DECEMBER 31, 1999) ............................... F-2

INDEPENDENT AUDITOR'S REPORT (DECEMBER 31, 1998) ............................... F-3

CONSOLIDATED BALANCE SHEETS - JUNE 30, 2000 (UNAUDITED),
DECEMBER 31, 1999 AND DECEMBER 31, 1998 ................................... F-4

CONSOLIDATED STATEMENTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2000
AND 1999 (UNAUDITED) AND YEARS ENDED DECEMBER 31, 1999 AND 1998 ........... F-5

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - YEARS ENDED
DECEMBER 31, 1998 AND 1999 AND SIX MONTHS ENDED JUNE 30, 2000 ............. F-6

CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED December 31, 1999
AND 1998 AND SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) .................. F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ..................................... F-8 - F-21
</TABLE>

F - 1
<PAGE> 46
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, 1999
and the related consolidated statements of operations, shareholders' equity and
cash flows for the year then ended. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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 Wall Street
Strategies Corporation and subsidiary as of December 31, 1999 and results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

/s/ Hays & Company

April 10, 2000
New York, New York

F - 2
<PAGE> 47
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, 1998
and the related statements of operations, shareholders' equity and cash flows
for the year then ended. 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 audit.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wall Street
Strategies Corporation and subsidiary as of December 31, 1998 and the results of
its operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

/s/ Lilling & Company LLP

January 31, 2000
Great Neck, New York

F - 3
<PAGE> 48
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31, December 31,
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 942,968 $ 2,506,505 $ 96,685
Accounts receivable 9,328 70,500 13,400
Marketable securities, available for sale, at market value 52,783 58,898 55,524
Deferred commission expense 468,053 255,577 97,278
Other current assets 384,700 96,446 --
------------ ------------ ---------

Total current assets 1,857,832 2,987,926 262,887

Property and equipment, net 1,516,863 17,737 16,247
Deferred website development costs, net 77,330 63,584 --
Restricted cash deposit 272,000 272,000 --
Security deposits 2,000 46,023 24,883
Other assets -- 70,640 --
------------ ------------ ---------

$ 3,726,025 $ 3,457,910 $ 304,017
============ ============ =========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,696,965 $ 259,315 $ 68,760
Accrued compensation 151,606 264,548 --
Income taxes payable 35,115 20,457 9,400
Deferred subscription income 1,114,433 511,154 277,938
Accrued pension expense -- 100,000 150,000
Current portion of capitalized lease obligations 105,988 -- --
Loan from shareholders -- -- 36,380
------------ ------------ ---------

Total current liabilities 3,104,107 1,155,474 542,478
------------ ------------ ---------

Capitalized lease obligations, net of current portion 206,274 -- --
------------ ------------ ---------

COMMITMENTS AND CONTINGENCIES (Notes 5, 6, 7, 8 and 9)

SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value; 5,000,000 shares authorized;
none issued and outstanding
Common stock, $.001 par value; 50,000,000 shares authorized;
17,581,603, 17,564,103 and 9,455,898 shares issued and outstanding 17,582 17,564 9,456
Additional paid-in capital 17,061,504 13,081,092 --
Accumulated deficit (9,391,198) (4,423,270) (179,305)
Unearned compensation (7,171,564) (6,250,458) --
Accumulated other comprehensive loss (100,680) (122,492) (68,612)
------------ ------------ ---------

Total shareholders' equity 415,644 2,302,436 (238,461)
------------ ------------ ---------

$ 3,726,025 $ 3,457,910 $ 304,017
============ ============ =========
</TABLE>

The accompanying notes are an integral part of
these consolidated financial statements. F - 4
<PAGE> 49
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
(Unaudited)
Six months ended Year ended
June 30, December 31,
---------------------------- -----------------------------
2000 1999 1999 1998
------------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
REVENUE
Subscription income, net $ 2,634,311 $1,742,077 $ 4,318,534 $ 2,226,726
Consulting income - 133,120 163,120 -
Interest and dividends 28,255 2,317 7,814 2,662
Realized gain (loss) on sale of
marketable securities 36,118 27,337 (14,769) 99,827
------------ ---------- ------------ -----------
2,698,684 1,904,851 4,474,699 2,329,215
------------ ---------- ------------ -----------

COSTS AND EXPENSES
Salaries and commissions 4,815,200 1,069,974 7,001,997 1,614,658
Other operating expenses 251,160 112,696 224,400 98,474
General and administrative 119,348 97,718 121,101 84,320
Consulting fees 600,574 42,705 218,597 44,749
Payroll taxes and employee benefits 280,705 112,148 314,251 274,832
Professional fees 482,243 28,955 234,360 36,525
Website development costs 250,597 - 115,967 -
Depreciation and amortization 134,813 4,999 7,088 10,023
Travel and promotion 366,942 51,207 104,335 57,768
Telephone and communications 199,441 93,921 264,321 176,987
Rent and occupancy 108,135 37,090 82,759 42,068
------------ ---------- ------------ -----------
7,609,158 1,651,413 8,689,176 2,440,404
------------ ---------- ------------ -----------

(LOSS) INCOME BEFORE PROVISION (BENEFIT)
FOR INCOME TAXES (4,910,474) 253,438 (4,214,477) (111,189)

Provision (benefit) for income taxes 57,454 76,030 36,588 (1,570)
------------ ---------- ------------ -----------

NET (LOSS) INCOME $ (4,967,928) $ 177,408 $ (4,251,065) $ (109,619)
============ ========== ============ ===========

Basic and diluted net (loss) income per share $ (0.29) $ 0.02 $ (0.37) $ (0.01)
============ ========== ============ ===========

Weighted average common shares
outstanding 17,087,428 9,455,898 11,463,918 9,455,898
============ ========== ============ ===========
</TABLE>

The accompanying notes are an integral part of
these consolidated financial statements. F - 5
<PAGE> 50
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

PERIOD FROM JANUARY 1, 1998 TO DECEMBER 31, 1999 AND
FOR THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)

Common stock Additional
--------------------- paid-in Accumulated Unearned
Shares Amount capital deficit compensation
---------- -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
WALL STREET STRATEGIES, INC., JANUARY 1, 1998 100 $ 100 $ 1,400 $ (61,730) $ --

Recapitalization (Note 1)
Exchange of Wall Street Strategies, Inc. shares (100) (100) (1,400) 43,652 --

Issuance of common stock to owner of
Wall Street Strategies, Inc. 9,455,898 9,456 -- (51,608) --

Marketable securities valuation adjustment -- -- -- -- --

Net loss, year ended December 31, 1998 -- -- -- (109,619) --
---------- -------- ----------- ----------- -----------

Total comprehensive loss

BALANCE, DECEMBER 31, 1998 9,455,898 9,456 -- (179,305) --

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

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

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

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

Marketable securities valuation adjustment -- -- -- -- --

Net loss, year ended December 31, 1999 -- -- -- (4,251,065) --
---------- -------- ----------- ----------- -----------

Total comprehensive loss

BALANCE, DECEMBER 31, 1999 17,564,103 17,564 13,081,092 (4,423,270) (6,250,458)

Issuance of common stock and options for services 17,500 18 3,980,412 -- (3,980,430)

Amortization of stock compensation -- -- -- -- 3,059,324

Marketable securities valuation adjustment -- -- -- -- --

Net loss, six months ended June 30, 2000 -- -- -- (4,967,928) --
---------- -------- ----------- ----------- -----------

Total comprehensive income (loss)

BALANCE, JUNE 30, 2000 (UNAUDITED) 17,581,603 $ 17,582 $17,061,504 $(9,391,198) $(7,171,564)
========== ======== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
Accumulated
other Total
comprehensive shareholders' Comprehensive
loss equity loss
------------- ------------- -------------
<S> <C> <C> <C>
WALL STREET STRATEGIES, INC., JANUARY 1, 1998 $ -- $ (60,230)

Recapitalization (Note 1)
Exchange of Wall Street Strategies, Inc. shares -- 42,152

Issuance of common stock to owner of
Wall Street Strategies, Inc. -- (42,152)

Marketable securities valuation adjustment (68,612) (68,612) $ (68,612)

Net loss, year ended December 31, 1998 -- (109,619) (109,619)
--------- ----------- -----------

Total comprehensive loss $ (178,231)
===========

BALANCE, DECEMBER 31, 1998 (68,612) (238,461)

Outstanding common stock of Wall Street
Strategies Corporation (Note 1) -- 13,350

Issuance of common stock for cash -- 3,000,000

Issuance of common stock and options for
services -- 2,272,864

Amortization of stock compensation -- 1,559,628

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

Net loss, year ended December 31, 1999 -- (4,251,065) (4,251,065)
--------- ----------- -----------

Total comprehensive loss $(4,304,945)
===========

BALANCE, DECEMBER 31, 1999 (122,492) 2,302,436

Issuance of common stock and options for services -- --

Amortization of stock compensation -- 3,059,324

Marketable securities valuation adjustment 21,812 21,812 $ 21,812

Net loss, six months ended June 30, 2000 -- (4,967,928) (4,967,928)
--------- ----------- -----------

Total comprehensive income (loss) $(4,946,116)
===========

BALANCE, JUNE 30, 2000 (UNAUDITED) $(100,680) $ 415,644
========= ===========
</TABLE>

The accompanying notes are an integral part of
these consolidated financial statements. F - 6
<PAGE> 51
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
(Unaudited)
Six months ended Year ended
June 30, December 31,
----------------------- -----------------------
2000 1999 1999 1998
----------- --------- ----------- ---------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES

NET (LOSS) INCOME $(4,967,928) $ 177,408 $(4,251,065) $(109,619)

ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME TO NET
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
Depreciation and amortization 134,813 4,999 13,503 10,023
Realized (gain) loss on sale of marketable securities (36,118) (27,337) 14,769 (99,827)
Stock compensation 3,059,324 -- 3,829,348 --
Deferred rent 2,819 -- -- --

CHANGES IN OPERATING ASSETS AND LIABILITIES
Accounts receivable 61,172 -- (57,100) (9,800)
Deferred commission expense (212,476) 388 (158,299) (43,552)
Security deposits 44,023 -- -- --
Other assets (217,314) (96,890) (138,852) (24,883)
Accounts payable and accrued expenses 659,556 163,364 190,555 44,833
Accrued compensation (112,942) -- 264,548 --
Income taxes payable 14,658 71,530 11,057 (31,900)
Deferred subscription income 603,279 215,311 233,216 194,867
Accrued pension expense (100,000) -- (50,000) 150,000
----------- --------- ----------- ---------

Net cash (used in) provided by operating activities (1,067,134) 508,773 (98,320) 80,142
----------- --------- ----------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (339,178) (29,102) (19,644) (1,650)
Deferred website development costs paid (176,530) -- (70,000) --
Proceeds from the sale of marketable securities 64,045 -- 474,717 99,827
Cash paid for purchase of marketable securities -- (36,134) (546,740) (124,136)
Restricted cash deposit -- -- (272,000) --
Payment made for other assets (4,065) -- (31,300) --
----------- --------- ----------- ---------

Net cash used in investing activities (455,728) (65,236) (464,967) (25,959)
----------- --------- ----------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- -- 3,003,145 --
Cash acquired in reverse acquisition -- -- 13,350 --
Repayment of capitalized lease obligations (40,675) -- -- --
Repayment of loan from shareholder -- (9,197) (43,388) (64,380)
----------- --------- ----------- ---------

Net cash used in (provided by) financing activities (40,675) (9,197) 2,973,107 (64,380)
----------- --------- ----------- ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,563,537) 434,340 2,409,820 (10,197)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,506,505 96,685 96,685 106,882
----------- --------- ----------- ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 942,968 $ 531,025 $ 2,506,505 $ 96,685
=========== ========= =========== =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ 17,930 $ -- $ -- $ --
=========== ========= =========== =========
Income taxes paid $ 42,796 $ -- $ 14,260 $ 30,300
=========== ========= =========== =========
</TABLE>

The accompanying notes are an integral part of
these consolidated financial statements. F - 7
<PAGE> 52
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

1 THE COMPANY

ORGANIZATION

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

REVERSE ACQUISITION

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

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

In connection with, and in contemplation of this transaction, on July
30, 1999, the Company sold 1,258,205 shares of common stock for $.0025
per share to certain key employees of WSSI, and to two other
individuals who entered into employment agreements with the Company.
These shares were placed in escrow and are subject to repurchase by the
Company over vesting periods, which range from two to three years, at
the same purchase price of $.0025 if the individuals' employment is
terminated other than by reason of death or disability. Additionally,
on September 23, 1999, the Company completed the sale of 600,000 shares
of common stock at $5.00 per share in a private placement to certain
accredited investors (Note 5).

BUSINESS

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

F - 8
<PAGE> 53
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

2 SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

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

CONCENTRATIONS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

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

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original
maturities 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 five 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.

START-UP AND ORGANIZATION COSTS

The Company accounts for start-up costs in accordance with Statement of
Position 98-5, "Reporting on the Costs of Start-up Activities" ("SOP
98-5"), issued by the American Institute of Certified Public
Accountants. SOP 98-5 requires the cost of start-up activities,
including organization costs, to be expensed as incurred.

F - 9
<PAGE> 54
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

2 SIGNIFICANT ACCOUNTING POLICIES (continued)

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 1 - 3
years. Costs incurred in the development of content for the Company's
website and maintenance are expensed as incurred. During 1999, the
Company capitalized approximately $70,000 in costs associated with the
development of its website infrastructure and amortized $6,416 to
operations during the fourth quarter of 1999.

INCOME TAXES

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

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

REVENUE RECOGNITION

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

BASIC AND DILUTED EARNINGS PER COMMON SHARE

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

The effect of the recapitalization discussed in Note 1 has been given
retroactive application in the earnings per share calculation. The
common shares issued and outstanding with respect to the

F - 10
<PAGE> 55
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

2 SIGNIFICANT ACCOUNTING POLICIES (continued)

BASIC AND DILUTED EARNINGS PER COMMON SHARE (continued)

pre-merger shareholders has been included since the effective date of
the merger. The issuance of the 1,285,205 common shares sold to
employees and officers at $.0025 per share have been included in the
earnings per share calculation as and when they are released from
escrow in accordance with the agreements discussed in Notes 1 and 5.
Outstanding common stock options 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 amounts are identical.

ADVERTISING

Advertising, which is conducted principally through electronic media
and direct mail marketing, is expensed as incurred or at the time the
advertising first takes place. Advertising expense amounted to $3,535
and $6,438 for the years ended December 31, 1999 and 1998,
respectively.

STOCK BASED COMPENSATION

The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123"). The Company applies APB Opinion No. 25,
"Accounting for Stock Issued to Employees", 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
generally accepted accounting principles 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.

F - 11
<PAGE> 56
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

3 MARKETABLE SECURITIES, AVAILABLE FOR SALE

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

<TABLE>
<CAPTION>
Unrealized Market
Cost loss value
-------- ---------- -------
<S> <C> <C> <C>
JUNE 30, 2000 (UNAUDITED)
U.S. equity securities $153,463 $(100,680) $52,783
======== ========= =======
DECEMBER 31, 1999
U.S. equity securities $181,390 $(122,492) $58,898
======== ========= =======
DECEMBER 31, 1998
U.S. equity securities $109,367 $ (53,843) $55,524
======== ========= =======
</TABLE>

4 PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

<TABLE>
<CAPTION>
June 30, Year ended December 31,
Estimated 2000 -------------------------
useful life (Unaudited) 1999 1998
----------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Computer and office equipment 3 years $ 915,828 $ 47,863 $ 32,869
Furniture and fixtures 5 years 346,324 24,733 24,733
Media equipment 7 years 114,942 -- --
Leasehold improvements * 234,247 -- --
----------- -------- --------
1,611,341 72,596 57,602
Less accumulated depreciation (94,478) (54,859) (41,355)
----------- -------- --------
$ 1,516,683 $ 17,737 $ 16,247
=========== ======== ========
</TABLE>

* 10 years or, the term of the lease, whichever is shorter.

Computer equipment of approximately $353,000 has been recorded under
capitalized leases as of June 30, 2000. Depreciation expense on the
assets recorded under capitalized leases was approximately $47,000 for
the six months ended June 30, 2000.

Leasehold improvements have been recorded net of approximately $295,000
to be reimbursed by the landlord in accordance with the terms of its
lease agreement. This amount is included in other current assets in the
accompanying June 30, 2000 consolidated balance sheet.

F - 12
<PAGE> 57
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

5 SHAREHOLDERS' EQUITY

COMMON STOCK ISSUED

On July 30, 1999, in contemplation of the acquisition by WSSI and the
execution of the Exchange Agreement described in (Note 1), the Company
entered into Subscription and Rights Agreements with ten individuals to
purchase 1,258,205 shares of the Company's common stock for $0.0025 per
share. These agreements, as amended and restated, provide as follows:

- Eight individuals who are employees of WSSI purchased 380,000
shares for $0.0025 per share. These shares are subject to
repurchase by the Company in declining increments over a
two-year period at $0.0025 per share if employment is
terminated for cause. The issuance of these shares has been
valued at $5.8125 per share, the closing market price of the
stock on September 23, 1999 as listed on the OTC Electronic
Bulletin Board. The issuance gave rise to Unearned
compensation in the amount of $2,207,800 at September 23, 1999
and is reflected in the accompanying consolidated statement of
shareholders' equity. The compensation will be earned and
charged to expense ratably over the two-year escrow period.
$297,146 has been expensed through December 31, 1999 and an
additional $551,950 has been expensed through June 30, 2000
which is included in the accompanying consolidated statements
of operations.

- The Company's Executive Vice President (who is also a director
of the Company) purchased 526,923 shares for $0.0025 per
share. Simultaneously with this transaction, the executive
entered into a two-year employment agreement with the Company,
which commenced on September 23, 1999, the date of the closing
of the Company's acquisition. The executive granted to the
Company the right to repurchase these shares, in declining
increments, during the two-year period commencing September
23, 1999 if the executive's employment with the Company is
terminated for cause. The repurchase right is at the same
purchase price of $0.0025 per share. The issuance of these
shares has been valued at $5.8125 per share, the closing
market price of the stock on September 23, 1999 as listed on
the OTC Electronic Bulletin Board. The issuance gave rise to
Unearned compensation in the amount of $3,061,423 at September
23, 1999 and is reflected in the accompanying consolidated
statement of shareholders' equity. One third (175,641) of the
shares vested upon the closing of the Merger transaction on
September 23, 1999 and accordingly $1,020,474 of compensation
was earned and charged to expense in the accompanying
consolidated statement of operations on that date. The balance
of the Unearned compensation ($2,020,948) will be earned and
charged to expense ratably over the two year escrow period.
$274,690 has been expensed through December 31, 1999 and an
additional $510,238 has been expensed through June 30, 2000
which is included in the accompanying consolidated statement
of operations.

F - 13
<PAGE> 58
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

5 SHAREHOLDERS' EQUITY (continued)

COMMON STOCK ISSUED (continued)

terminated. The intrinsic value of these options was measured
using the share price of $5.8125 on September 23, 1999 and
accounted for as compensatory options in accordance with APB
Opinion No. 25 and gave rise to Unearned compensation in the
amount of $812,340 at September 23, 1999 and is reflected in
the accompanying consolidated statement of shareholders'
equity. The compensation will be earned and charged to expense
ratably over the two-year vesting period of the options.
$109,332 has been expensed through December 31, 1999 and an
additional $203,084 has been expensed through June 30, 2000
which is included in the accompanying consolidated statements
of operations.

- The Company's Chief Strategy Officer purchased 351,282 shares
for $0.0025 per share. Simultaneously with this transaction,
the executive entered into a three-year employment agreement
with the Company, which commenced on October 1, 1999. The
executive granted to the Company the right to repurchase up to
263,461 of these shares, in declining increments, during the
period commencing October 1, 1999 through April 7, 2000 if the
executive's employment with the Company is terminated for
cause. The repurchase right is at the same purchase price of
$0.0025 per share. The issuance of these shares has been
valued at $5.8125 per share, the closing market price of the
stock on September 23, 1999 as listed on the OTC Electronic
Bulletin Board. The issuance gave rise to Unearned
compensation in the amount of $2,040,948 at September 23, 1999
and is reflected in the accompanying consolidated statement of
shareholders' equity. One fourth (87,821) of the shares vested
upon the closing of the Merger transaction on September 23,
1999 and accordingly $510,460 of compensation was earned and
charged to expense in the accompanying consolidated statement
of operations on that date. The balance of the Unearned
compensation ($1,530,489) will be earned and charged to
expense ratably through April 7, 2000, the escrow period.
$769,129 has been expensed through December 31, 1999 and the
remaining $761,360 has been expensed through June 30, 2000
which is included in the accompanying consolidated statement
of operations.

In accordance with the terms of the executive's employment
agreement (Note 8), the Company granted the executive an
option under its 1996 Compensatory Stock Option Plan to
acquire 526,923 shares of the Company's common stock at an
exercise price of $3.50 per share. The options vest in nine
consecutive equal quarterly annual installments commencing on
the nine month anniversary of the agreement over a twenty
seven month period provided the executive's employment is not
terminated. The intrinsic value of these options was measured
using the share price of $5.8125 on September 23, 1999 and
accounted for as compensatory options in accordance with APB
Opinion No.25 and gave rise to Unearned compensation in the
amount of $1,218,509 at September 23, 1999 and is reflected in
the accompanying consolidated statement of shareholders'
equity. The compensation will be earned and charged to expense
ratably over the three-year vesting period of the options.
$109,332 has been expensed through December 31, 1999 and an
additional $203,084 has been expensed through June 30, 2000
and is included in the accompanying consolidated statement of
operations.

F - 14
<PAGE> 59
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

5 SHAREHOLDERS' EQUITY (continued)

COMMON STOCK ISSUED (continued)

- In contemplation of the acquisition of WSSI (Note 1), on
September 23, 1999 the Company completed the sale of 600,000
shares of common stock for $5.00 per share to accredited
investors in accordance with the terms of a private placement
offering.

- As discussed in Note 8, during 2000, the Company issued 17,500
shares of its common stock to Continental Capital Equity
Corporation for services rendered.

6 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 ("1996 Plan") was
adopted by the Board of Directors and approved by the Company's
shareholders in October 1996. Options to purchase a maximum of
2,000,000 shares of common stock may be granted under the 1996 Plan.
The 1996 Plan has a term of ten years and no options may be granted
after expiration. On December 7, 1999, the Company's Board of Directors
determined that, after the grants discussed below, no further awards
will be made under the 1996 Plan.

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

During 1999, the Company granted to officers, directors, key employees
and advisors, options to purchase 1,153,205 shares of common stock
under the 1996 Plan. The options were issued as follows: (i) 878,205
options were granted to two of the Company's executive officers as
discussed in (Note 5) (ii) 200,000 options were granted to two of the
Company's directors which are exercisable at $3.50 per share and vested
immediately, and (iii) 75,000 options were granted to the Company's
Advisory Board members which are exercisable at $3.50 per share and
vested immediately.

F - 15
<PAGE> 60
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

6 STOCK OPTION PLANS (continued)

1996 COMPENSATORY STOCK OPTION PLAN (continued)

The intrinsic value of the 200,000 options granted to the directors was
measured using the share price of $5.8125 per share on September 23,
1999 and accounted for as compensatory options in accordance with APB
Opinion No.25 and gave rise to earned compensation in the amount of
$462,500 on that date. The 75,000 options granted to the Company's
Advisory Board members (non-director advisors) were valued in
accordance with SFAS 123 on September 23, 1999 and gave rise to earned
compensation in the amount of $276,285 on that date.

1999 INCENTIVE STOCK PROGRAM

The Company's 1999 Incentive Stock Program ("1999 Program") was adopted
by the Board of Directors and approved by the shareholders 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.

During 1999, the Company granted to its officers and key employees
options to purchase 945,000 shares of common stock under the 1999
Program. Each of these grants are exercisable at $4.00 per share, the
fair value at the date of grant, and vest over two years commencing on
the date of issuance.

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:

<TABLE>
<CAPTION>
Year ended
December 31, Net loss
1999 per share
--------------- ---------------
<S> <C> <C>
NET LOSS
As reported $ (4,251,065) (0.37)
Pro forma $ (5,140,437) (0.45)
</TABLE>

The fair value of Company common stock options granted to employees
during the year ended December 31, 1999 approximated $8,331,000 and was
estimated on the date of grant using the Black-Scholes option-pricing
model with the following assumptions: (1) 90% expected volatility, (2)
risk-free interest rates ranging from 5.79% to 6.19% and (3) expected
lives of five years.

F - 16
<PAGE> 61
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

7 RETIREMENT PLANS

In January 1996, WSSI adopted a profit sharing plan on behalf of its
employees whereby contributions to the plan are made at the discretion
of management and no contributions are made by employees. During the
years ended December 31, 1999 and 1998, management elected to make
contributions to the plan in the amount of $100,000 and $150,000,
respectively.

In January 2000, the Profit Sharing Plan was amended to add a salary
deferral feature under Section 401(k) of the Internal Revenue Code of
1986, as amended. Under such feature, an employee may elect to have
part of his or her compensation contributed on a before-tax basis to
the Plan. All salary-deferred contributions are 100% vested at all
time.

Management has not provided for any contributions to the Plan for the
six months ended June 30, 2000.

8 COMMITMENTS AND CONTINGENCIES

LEASES

On November 23, 1999, the Company entered into a ten-year lease
agreement for new office space located in New York City. The lease
provides for annual rental payments, which range from $256,680 to
$287,504 over the 10 year term of the lease. In accordance with the
terms of the lease agreement, the Company issued a letter of credit to
the lessor in the approximate amount of $272,000 for which the Company
is required to maintain a cash deposit as collateral in a separate
interest bearing account.

Approximate future minimum required lease payments, not including
operating escalations or other charges are as follows:

<TABLE>
<CAPTION>
<S> <C>
Year ending December 31,
2000 $ 171,000
2001 257,000
2002 257,000
2003 266,000
2004 271,000
Thereafter 1,510,000
-----------
$ 2,732,000
===========
</TABLE>

In April 2000, the Company negotiated a settlement for the early
termination of its former lease. The agreement calls for 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.

The Company has entered into several computer equipment leases that
have been accounted for as capitalized leases. These leases have
effective interest rates that range between 11% to 14%, and are secured
by the equipment under the lease and require monthly payments through
2003.

F - 17
<PAGE> 62
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

8 COMMITMENTS AND CONTINGENCIES (continued)

EMPLOYMENT AGREEMENTS

In conjunction with, and in contemplation of the Exchange Agreement
discussed in (Note 1), the Company entered into employment agreements
with its key executives as follows:

- A three year agreement with the Company's President and
largest shareholder who was formerly the sole shareholder of
WSSI prior to the acquisition by the Company. The agreement
provides for a base salary of $250,000 per annum with annual
bonuses of up to $250,000 dependent upon specified revenue
targets. The agreement may be terminated by mutual consent or
by the Company for cause. For the six months ended June 30,
2000 and the year ended December 31, 1999 the Company recorded
a bonus provision of $125,000 and $250,000, respectively, in
accordance with the terms of this agreement.

- A three year agreement with the Company's Chief Strategy
Officer which provides for a base salary of $175,000 and an
annual bonus of up to 40% of base salary dependent upon
specified revenue targets. The Company has not provided for
any bonus provision under the terms of this agreement. The
agreement also provides for the issuance of options under the
1996 Plan to acquire 526,923 shares of the Company's common
stock (Note 5). This agreement may be terminated by mutual
consent or by the Company for cause.

- A two year agreement with the Company's Executive Vice
President which provides for a base salary of $125,000 and an
annual bonus of up to 40% of base salary dependent upon
specified revenue targets. The Company has not provided for
any bonus provision under the terms of this agreement. The
agreement also provides for the issuance of options under the
1996 Plan to acquire 351,282 shares of the Company's common
stock (Note 5). This agreement may be terminated by mutual
consent or by the Company for cause.

- On March 30, 2000, the Company's subsidiary, WSSI, entered
into an employment agreement with this Chief Internet Officer,
which provides for a base compensation of $175,000 and an
annual incentive bonus of up to 50% of base salary based upon
the achievement of specified performance goals. In addition,
the executive received options to acquire 200,000 shares of
the Company's common stock at an exercise price of $7.50 per
share. The options vest over a two-year period and are
exercisable over five years. The intrinsic value of these
options was measured using the share price of $17.50 on March
20, 2000 and was accounted for as a compensatory options that
gave rise to unearned compensation in the amount of $2,000,000
at March 20, 2000. The compensation is being earned and
charged to expense ratably over the two-year vesting period of
the options and $280,137 has been charged to operations for
the six months ended June 30, 2000.

F - 18
<PAGE> 63
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

8 COMMITMENTS AND CONTINGENCIES (continued)

EMPLOYMENT AGREEMENTS (continued)

- 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 an 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 option is
exercisable over five years and vests with respect to 125,000
shares on December 6, 2000, with respect to an additional
125,000 shares on March 6, 2001, and with respect to the
remaining shares in equal quarterly increments of 62,500
shares each over the following year. The intrinsic value of
these options was measured by using a share price of $10.50 on
April 7, 2000 and was accounted for as a compensatory option
that gave rise to unearned compensation in the amount of
$1,500,000 at April 7, 2000. The compensation is being earned
and charged to expense ratably over the vesting period of the
option. For the six months ended June 30, 2000, $69,041 has
been charged to operations.

CONSULTING AGREEMENTS

- On September 23, 1999, the Company entered into a two year
consulting agreement with Sigma Limited, S.A., a Swiss company
where the Company's Chairman is a consultant. The agreement
provides for an annual fee of $50,000 plus a non-accountable
expense allowance of $35,000 per annum.

- In October 1999, the Company entered into an agreement with
International Integrated Solutions for web and software
development and integration of the Company's website. The
agreement was for a term of six months through April 2000 and
provided for a fee of $350,000. Under the agreement, $100,000
was paid in November 1999 and the balance was payable in
monthly installments of $50,000 each through April 2000. At
December 31, 1999, $28,333 was accrued under this agreement
and included in accrued expenses in the accompanying
consolidated balance sheet.

- In December 1999, the Company retained a securities brokerage
and investment banking firm to assist the Company with respect
to matters relating to the financing of the Company's
business, recapitalizations, mergers and acquisitions. During
1999, the Company paid the firm an advance of $50,000 against
future fees and expense allowances that are non-refundable
except under certain circumstances. This amount has been
charged to operations during the six month period ended June
30, 2000.

F - 19
<PAGE> 64
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

8 COMMITMENTS AND CONTINGENCIES (continued)

CONSULTING AGREEMENTS (continued)

- On February 9, 2000, the Company issued to Continental Capital
Equity Corporation ("CCEC"), a sophisticated investor, 30,000
shares of common stock as compensation for services to be
rendered by CCEC to the Company pursuant to a Market Access
Program Marketing Agreement dated January 26, 2000. The
Company also issued to CCEC an option to purchase an
additional 100,000 shares of common stock at prices ranging
from $10.00 to $16.00 per share. The common stock issuance and
option grant were measured using the share price of $14.00 on
January 26, 2000, and was accounted for as unearned
compensation in the amounts of $420,000 and $870,000,
respectively. On June 13, 2000, the Company and CCEC
terminated the Market Access Program Marketing Agreement. CCEC
returned 12,500 shares of common stock and the Company
terminated all options except the option to acquire 25,000
shares of common stock at $10.00 per share. As a result,
approximately $480,000 has been charged to operations for the
six months ended June 30, 2000.

On May 20,2000, the Company entered into a one year agreement
to retain I.W. Miller Group, Inc. ("IWMG") as financial public
relations representatives and financial consultants. The
Company paid IWMG a $50,000 retainer and agreed to pay an
additional $50,000 per quarter and 62,500 shares of the
Company's common stock on August 30, 2000, November 30, 2000,
February 28, 2001 and May 31, 2001 as long as the agreement
remained in effect. On August 17, 2000, the Company terminated
the agreement in accordance with its terms and no further
compensation is payable to IWMG.

REGULATORY MATTERS

On August 11, 1999, the Company and its President reached an agreement
with the Securities and Exchange Commission in connection with certain
disclosures regarding the Company's relationship with a company being
recommended for purchase. The settlement calls for a consent injunction
prohibiting violations of Section 17(b) and the payment of civil
penalties of $10,000 and $25,000, respectively. The Company's costs
associated with this matter have been included in the accompanying
consolidated statements of operations.

9 SUBSEQUENT EVENTS

On August 17, 2000, the Company sold to an unrelated accredited
investor, pursuant to Regulation S, 10 shares of the Company's 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 an aggregate consideration of
$1,000,000 (net proceeds of $995,000 after payment of certain
expenses). Each share of Series A Convertible Preferred Stock has a
stated value of $100,000, is entitled to received 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, is
convertible into shares of the Company's common stock based on the
lower of (a) $2.25 and (b) 80% of the average of the three lowest
closing bid prices in the 20 trading days immediately preceding the
conversion date, and, to the extent not converted, must be redeemed

F - 20
<PAGE> 65
WALL STREET STRATEGIES CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED) AND
YEARS ENDED DECEMBER 31, 1999 AND 1998

9 SUBSEQUENT EVENTS (continued)

three years from the date of issuance at the Company's option in cash
or in shares of the Company's common stock.

In addition, the Company has agreed to file a registration statement
(the "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 Preferred Stock and upon
exercise of the warrant and to cause the Registration Statement to
become effective on or before December 31, 2000. Commencing on and
after the effectiveness of the Registration Statement, the Company will
have the right to redeem the Series A Convertible Preferred Shares then
outstanding upon 10 days notice and payment to the purchaser of an
amount equal to 125% of the stated value thereof, provided that the
purchaser shall have the right during such 10 day period to convert the
then outstanding Preferred Shares into shares of common stock based on
75% of the closing bid price of the common stock on the date of the
redemption notice is given by the Company.

The Company has agreed to issue to Thomson Kernaghan & Co. Limited, as
placement agent for its services in connection with the sale of the
Series A Convertible Preferred Shares, an aggregate of 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 result of the shares issued to the placement agent
(including the shares issuable upon exercise of its warrant) are to be
included in the Registration Statement.

F - 21
<PAGE> 66
[INSIDE BACK COVER]
<PAGE> 67
(BACK COVER PAGE - COMMON STOCK)
================================================================================

WALL STREET STRATEGIES CORPORATION

1,537,594 SHARES OF COMMON STOCK

--------------

P R O S P E C T U S

--------------

, 2000

--------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK.

WE HAVE NOT TAKEN ANY ACTION IN ANY JURISDICTION OUTSIDE THE UNITED STATES
TO PERMIT A PUBLIC OFFERING OF THE COMMON STOCK OR POSSESSION AND DISTRIBUTION
OF THIS PROSPECTUS IN THAT JURISDICTION. PERSONS WHO COME INTO POSSESSION OF
THIS PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND
THE DISTRIBUTION OF THIS PROSPECTUS APPLICABLE TO THAT JURISDICTION.

================================================================================
<PAGE> 68
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Registrant's certificate of incorporation generally provides for
indemnification of each director, officer, employee or agent as long as such
person acted in good faith and in a manner he or she believed to be in or not
opposed to the best interest of the company and had no reasonable cause to
believe that such conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant, Registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following sets forth the estimated expenses and costs (other than
underwriting discounts and commissions) expected to be incurred in connection
with the issuance and distribution of our common stock registered hereby.

<TABLE>
<S> <C>
SEC registration fee................................... $1,167
Blue Sky fees and expenses (including legal fees)...... 3,000
Printing and engraving expenses........................ 15,000
Registrar and transfer agent fees...................... 500
Other legal fees and expenses.......................... 75,000
Accounting fees and expenses........................... 10,000
Miscellaneous ......................................... 5,333
--------

Total.................................................. $110,000
========
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

No securities that were not registered under the Securities Act have been issued
or sold by us within the past three years, except as described below.

1. On June 12, 1998, in connection with the merger of VECO and VET with and
into VEM (VEI-Colorado's wholly-owned subsidiary), VEI-Colorado issued 6,000,000
shares of its common stock to five individuals, who were the former
member-owners of VECO and VET in exchange for their entire membership interest
in and to VECO and VET. The shares were issued to sophisticated investors in
reliance upon the exemption provided by Section 4(2) of the Securities Act.
Effective March 31, 1999, the 1998 Merger was unwound and the 6,000,000 shares
issued in connection therewith were canceled.

2. In June 1998, VEI-Colorado completed a private placement of 550,000
shares of its common stock at $1.00 per share (an aggregate purchase price of
$550,000) to four sophisticated investors in reliance upon the exemption
provided by Rule 504 of Regulation D, as promulgated by the SEC under the
Securities Act. The shares were issued to the following investors:

II-1
<PAGE> 69
<TABLE>
<CAPTION>
Name of Investor Invested Number of Shares Purchased Amount
------------------------------------- -------------------------- --------
<S> <C> <C>
Avarn Investments Inc. 250,000 $250,000
Avatar Business Corp. 250,000 $250,000
John D. Brasher, Jr. 25,000 $ 25,000
Corporate Communications Network Inc. 25,000 $ 25,000
</TABLE>

3. On June 4, 1999, VEI-Colorado sold and issued to Ian Rice, a
sophisticated investor, 4,000,000 shares of its common stock for an aggregate
purchase price of $20,000 ($.0025 per share purchased). The shares were issued
in reliance upon the exemption provided by Section 4(2) of the Securities Act.
On or about September 23, 1999, 7,850,000 shares of common stock owned by Mr.
Rice were canceled.

4. On June 21, 1999, in connection with the merger of VEI-Colorado into the
company (its subsidiary), which merger was effected for the sole purpose of
reincorporating VEI-Colorado in the State of Nevada, we issued 14,100,000 shares
of common stock to the shareholders of VEI-Colorado in exchange for their
aggregate 7,050,000 shares of common stock in VEI-Colorado (representing all of
the issued and outstanding shares of capital stock of VEI-Colorado). The shares
were issued in reliance upon Rule 145(a)(2) as promulgated by the SEC under the
Securities Act. The merger did not involve the transfer of any consideration by
shareholders of VEI-Colorado to WSSC; shareholders' percentage interests in WSSC
following the merger were the same as their percentage interests in VEI-Colorado
prior thereto.

5. On July 30, 1999, we sold an aggregate of 1,255,205 shares of common
stock at $0.0025 per share (an aggregate purchase price of $3,138) to ten
sophisticated individuals, eight of whom were employees of Wall Street
Strategies, Inc., and two of whom subsequently became employees of the company.
The shares were issued in reliance upon the exemption provided by Section 4(2)
of the Securities Act.

6. On September 23, 1999, we issued to Charles V. Payne, a sophisticated
investor, 9,455,898 shares of common stock in exchange for Mr. Payne's 100
shares of common stock of Wall Street Strategies, Inc. The issuance of these
shares was exempt from registration pursuant to Section 4(2) under the
Securities Act. The number of shares of common stock issued to Mr. Payne was
determined arbitrarily by the parties and the parties did not assign any
valuation to the shares of common stock in Wall Street Strategies, Inc.
transferred by Mr. Payne to the company or to the shares of common stock issued
to Mr. Payne. However, based on the closing price of the common stock on
February 23, 1999, the consideration paid for Mr. Payne's shares was
$54,957,679.

7. In September 1999, we completed a private placement of 600,000 shares of
common stock at $5.00 per share (an aggregate purchase price of $3,000,000) to
three accredited investors in reliance upon the exemption provided by Rule 506
of Regulation D, as promulgated under the Securities Act. The shares were issued
to the following investors:

<TABLE>
<CAPTION>
Name of Investor Number of Shares Purchased Amount Invested
------------------------- -------------------------- ---------------
<S> <C> <C>
Bamby Investments Limited 586,000 $ 2,930,000
HK Partners LLC 12,000 $ 60,000
Gerald H. Turner 2,000 $ 10,000
</TABLE>

8. On February 9, 2000, we issued to Continental Capital & Equity
Corporation ("CCEC"), a sophisticated investor, 30,000 shares of common stock,
valued in the aggregate at $420,000, in compensation for services to be rendered
by CCEC to the company pursuant to a Market Access Program Marketing Agreement
between the parties dated January 26, 2000, and an option to purchase 100,000
shares of common stock at prices ranging from $10.00 to $16.00 per share, which
option was valued, in the aggregate, at $871,000. The agreement was subsequently

II-2
<PAGE> 70
terminated. After return of some of the shares, Continental was left with 17,500
shares and options to purchase 25,000 shares at $10.00 per share.

With respect to the issuances of securities referenced above, other than
those described in paragraphs 2 and 4, investors were furnished with information
regarding the company and the offering and issuance, and each had the
opportunity to verify the information supplied. Additionally, the company
obtained a representation from each investor of such investor's intent to
acquire the securities for the purpose of investment only, and not with a view
toward the subsequent distribution thereof. The securities bear appropriate
restrictive legends, and we issued stop transfer instructions to our transfer
agent.

10. On August 18, 2000, Registrant sold to CALP II Limited Partnership ten
shares of our 8% Series A Convertible Preferred Stock as well as warrants to
purchase 80,000 shares of common stock at $3.00 per share for five years for an
aggregate purchase price of $1,000,000. A total of 1,000,000 shares of
Registrant's Common Stock were deposited into escrow and will be released upon
conversion of the Series A Convertible Preferred Stock. These shares are not
deemed to be issued and outstanding. The net proceeds of the placement were
$995,000 taking into account certain of CALP's expenses that Registrant had
agreed to pay for, not including expenses in connection with the preparation of
this registration statement. In connection with this transaction, as a
commission for placement agent services, Registrant issued to Thomson Kernaghan
& Co. Limited 100,000 shares of common stock and warrants to purchase 150,000
shares of common stock at $3.00 per share for a period of five years. This
transaction was exempt from registration under Regulation S.

11. From time to time from August 1999 through April 7, 2000, we granted
stock options to officers, directors and employees of, and advisors and
consultants to us. These grants have been made at exercise prices ranging from
$3.50 to $11.50 per share. To date, no stock options have been exercised.
Options have been issued in reliance upon the exemption provided by Section 4(2)
of the Securities Act, and the securities contain the appropriate legend.

II-3
<PAGE> 71
ITEM 27. EXHIBITS.

The exhibits filed as part of this registration statement are as follows:

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
<S> <C>
2.1 Agreement and Plan of Share Exchange dated July 30, 1999, by and between Charles V. Payne and
Registrant*
3.1 Certificate of Incorporation*
3.2 Articles and Certificate of Merger*
3.3 Certificate of Amendment of Certificate of Incorporation*
3.4 By-laws as currently in effect*
3.5 Certificate of Designation of the 8% Series A Convertible Preferred Stock
4.1 Specimen Common Stock Certificate*
4.2 1996 Compensatory Stock Option Plan*
4.3 1999 Incentive Program*
4.4 Amendment to Registrant's 1999 Incentive Program***
5 Legal Opinion of Bryan Cave LLP
10.1 Agreement of Lease dated as of July 1, 1998, between 130 William LLC and Wall Street Strategies,
Inc.***
10.2 Agreement of Lease dated as of November 23, 1999, between Praedium II Broadstone LLC and Wall Street
Strategies, Inc.*
10.3 Registration Rights Agreement dated as of September 23, 1999, by and among the Registrant and Charles
Payne*
10.4 Voting Agreement dated September 23, 1999, by and among Charles Payne, Registrant, Sigma Limited,
S.A., Ian Rice and Corporate Communications Network, Inc.*
10.5 Employment Agreement dated September 23, 1999, among Wall Street Strategies, Inc., Registrant and
Charles Payne*
10.6 Employment Agreement dated July 30, 1999, by and between Registrant and David McCallen*
10.7 Employment Agreement dated July 30, 1999, by and between Registrant and Shawn Baldwin*
10.8 Amended and Restated Subscription and Rights Agreement dated July 30, 1999, by and between the
Registrant and David McCallen*
10.9 Amended and Restated Subscription and Rights Agreement dated July 30, 1999, by and between the
Registrant and Shawn Baldwin*
10.10 Form of Subscription and Rights Agreement by and between Registrant and Subscriber*
10.11 Amended and Restated Escrow Agreement dated July 30, 1999, by and among Registrant, David McCallen
and Escrow Agent*
10.12 Amended and Restated Escrow Agreement dated July 30, 1999, by and among Registrant, Shawn Baldwin and
Escrow Agent*
10.13 Form of Escrow Agreement by and among Registrant, the Subscribers for shares of Registrant's common
stock and Escrow Agent*
10.14 Stock Option Agreement dated July 30, 1999, by and between the Registrant and David McCallen*
10.15 Form of Advisor Agreement between the Registrant and each member of the Advisory Board*
10.16 Form of Stock Option Agreement (Advisor)*
10.17 Consulting Agreement dated as of September 23, 1999, by and between Registrant and Sigma Limited,
S.A.*
10.18 Market Access Program Marketing Agreement dated January 26, 2000, by and between Continental Capital
& Equity Corporation and the Registrant*
10.19 Engagement Letter dated December 23, 1999, by and between Registrant and Joseph Charles & Assoc.,
Inc.**
10.20 Employment Agreement dated April 7, 2000, by and between Registrant and Daliah Amar**
10.21 Employment Agreement dated March 20, 2000, by and between Registrant and Joshua P. Eggert**
10.22 Stock Option Agreement dated July 30, 1999, by and between Registrant and Shawn Baldwin**
10.23 Form of Stock Option Agreement (Employee)**
</TABLE>

II-4
<PAGE> 72
<TABLE>
<S> <C>
10.24 Form of Stock Option Agreement (Director)**
10.25 Letter of Intent dated October 19, 1999, by and between the Registrant and Zacks Investment Research**
10.26 Letter dated November 4, 1999, by and between Registrant and Data Broadcasting Corporation**
10.27 Memorandum of Understanding dated November 22, 1999, by and between Registrant and International
Integrated Solutions, Ltd.**
10.28 Letter Agreement dated April 11, 2000, by and between Registrant and 130 William LLC**
10.29 Joint-Marketing Agreement, dated April 28, 2000, by and between CyBerCorp, Inc. and Registrant****+
10.30 Order Flow Agreement, dated April 28, 2000, by and between CyBerBroker, Inc. and Registrant****+
10.31 Sales and Marketing Agreement, dated April 29, 2000, by and between Data Broadcasting
Corporation and Wall Street Strategies, Inc.****+
10.32 Marketing Agreement, dated as of May 30, 2000, by and between ConSors Discount-Broker A.G. and
Wall Street Strategies, Inc.****+
10.33 Data Provider Agreement, dated May 15, 2000, by and between Interactive Investor Limited and
Wall Street Strategies, Inc.****+
10.34 Subscription Agreement dated as of August 18, 2000 between Registrant and CALP II Limited Partnership
10.35 Amendment No. 1 to Subscription Agreement dated September 29, 2000 between Registrant and CALP II
Limited Partnership
10.36 Conversion Escrow Agreement dated as of August 18, 2000 by and among Registrant, CALP II Limited
Partnership and Bryan Cave LLP
10.37 Letter Agreement dated August 28, 2000 between Registrant and Merrill Lynch, Pierce, Fenner & Smith,
Inc.
10.38 Multex Contributor Agreement dated August 9, 2000 between Registrant and Multex.com, Inc.+
16.1 Letter from Lilling & Company LLP to Securities and Exchange Commission**
16.2 Letter from Gelfond Hochstadt Pangburn, P.C. to Securities and Exchange Commission***
23.1 Consent of Hays & Company
23.2 Consent of Lilling & Company
23.3 Consent of Bryan Cave LLP (included in Exhibit 5)
</TABLE>

-----------------------

* Previously filed with the Securities Exchange Commission as an Exhibit
to the Registration Statement on Form 10-SB, File No. 0-29499.

** Previously filed with the Securities Exchange Commission as an Exhibit
to the Amendment No.1 to Registration Statement on Form 10-SB, File No. 0-29499.

*** Previously filed with the Securities Exchange Commission as an Exhibit
to the Amendment No.2 to Registration Statement on Form 10-SB, File No. 0-29499.

**** Previously filed with the Securities Exchange Commission as an Exhibit
to the Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000.

+ Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.

ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:

(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act").

II-5
<PAGE> 73
(ii) reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the change in volume and price represents no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.

(iii) include any additional or changed material information with
respect to the plan of distribution. (2) that, for the purpose of
determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at the time shall be deemed to be the initial bona
fide offering thereof. (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering. Insofar as
indemnification for liabilities arising under the Act may be permitted
to directors, officers and controlling persons of the Registrant
pursuant to the provisions of its Certificate of Incorporation,
By-Laws, the General Corporation Law of the State of Delaware or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter II-5 has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-6
<PAGE> 74
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York on October 16, 2000.

WALL STREET STRATEGIES CORPORATION

By: /s/ Charles V. Payne
-------------------------------
Charles V. Payne
President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Charles V. Payne as his
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective
amendments), and any and all registration statements filed pursuant to Rule 462
under the Securities Act of 1933, as amended, in connection with or related to
the offering contemplated by this registration statement and its amendments, if
any, and any other documents and instruments incidental thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission (or any other government or regulatory
authority), granting unto said attorney-in-fact and agent full power and
authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the date set forth opposite their names.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Charles V. Payne Director (Principal Financial and October 16, 2000
Accounting Officer)

David McCallen Director October 16, 2000

Ian Rice Director October 16, 2000

Gerald Turner Director October 16,2000
</TABLE>

II-7