U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)
[x]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                      For the quarter ended March 31, 2001

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

                         Commission file number 0-25037
                              stereoscape.com, inc.
                 (Name of small business issuer in its charter)

            Nevada                                      06-1469654
(State or other jurisdiction of             (IRS Employer identification no.)
incorporation or organization)

                3440 Highway 9 South, Freehold, New Jersey 07728
                    (Address of principal executive offices)

                                 (732) 462-7767
                           (Issuer's telephone number)
                        ---------------------------------

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements  for the past 90 days.  Yes ...X..
No.........

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes .......No ....... N/A

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Number of shares outstanding of each of the issuer's classes of common equity as
                               of March 31, 2001.

         Title of Each Class                   Number of Shares Outstanding
Common Stock, $.001 par value per share                120,828,610

<PAGE>

                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                 March 31, 2001

                                     ASSETS

Current Assets:

          Cash                                                       $ 198,543
          Accounts and notes receivable                                 28,276
          Inventories                                                  380,819
          Other current assets                                          29,887
                                                                    -----------
Total Current Assets                                                   637,525

Property and Equipment - Net                                           954,366
Other assets                                                            25,303
                                                                    -----------

TOTAL ASSETS                                                       $ 1,617,194
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                   LIABILITIES

Current Liabilities:

          Accounts payable                                           $ 260,022
          Merchandise credits                                           94,345
          Notes and loans payable                                      145,752
          Accrued expenses and other current liabilities               269,456
                                                                    -----------
Total Current Liabilities                                            $ 769,575

Long Term Debt                                                         300,000
                                                                    -----------
Commitments and Contingencies

                              STOCKHOLDERS' EQUITY

Common Stock
          Par value $.001 - 200,000,000 shares authorized,
             120,828,610 shares issued and outstanding                 120,829
Additional paid in capital                                           2,135,700
Deficit                                                             (1,708,910)
                                                                    -----------
Total Stockholders' Equity                                             547,619
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 1,617,194
                                                                    ===========

          See notes to the consolidated financial statements (unaudited).

                                       2
<PAGE>


                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                  For the Three Months Ended
                                                             March 31
                                                     2001             2000
                                               ---------------------------------

Sales                                               $ 573,239         $ 859,605


Cost of sales                                         410,021           672,482
                                               ---------------------------------


Gross profit (loss)                                   163,218           187,123


Selling, General and Administrative                   443,113           301,739
                                               ---------------------------------


Net (Loss)                                         $ (279,895)       $ (114,616)
                                               =================================


LOSS PER COMMON SHARE

BASIC AND DILUTED

Net Earnings (loss)                                  $ (0.002)         $ (0.002)

Weighted average number of
   shares used in computation                     119,178,610        47,573,169


         See notes to the consolidated financial statements (unaudited).


                                       3
<PAGE>

                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                     For the Three Months Ended
                                                               March 31,
                                                        2001              2000
                                                   -----------------------------
Cash flows from operating activities:
          Net (loss)                               $ (279,895)       $ (114,616)
Adjustments to reconcile net loss to net
   cash used in operations:
          Depreciation and amortization                 8,724               946
     Changes in operating assets:
          Accounts and notes receivable                (4,914)          (11,720)
          Inventories                                (103,671)            4,941
          Other current assets                         32,812            31,492
     Changes in operating liabilities:
          Accounts payable                             37,669            20,923
          Merchandise credits                          (5,876)                -
          Notes and loans payable                           -                 -
          Accrued expenses and other
             current liabilities                      (10,437)           19,919

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

Net cash used in operating activities                (325,588)          (48,115)

Cash flow from investing activities:
          Purchase of fixed assets                    (11,057)                -
                                                   -----------------------------

Net cash used in investing activities                 (11,057)                -

                                                   -----------------------------
Cash flow from financing activities:
          Issuance of capital stock                    25,000            50,000
          Proceeds from (repayment of) loan payable   300,000                 -
                                                   -----------------------------

Net cash provided by financing activities             325,000            50,000


Increase (decrease) in cash                           (11,645)            1,885

Cash , beginning of period                            210,188             3,557
                                                   -----------------------------

Cash, end of period                                  $198,543           $ 5,442
                                                    ============================
Supplemental disclosure of cash flow information:

          Interest paid                                $2,504                 -
          Income taxes paid                                 -                 -

         See notes to the consolidated financial statements (unaudited).

                                       4
<PAGE>

                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

     stereoscape.com,  inc. (the  "Company")  was  established in 1988 under the
name Alliance  Health  Enterprises,  Inc. In April 1997 the  Company's  Board of
Directors  approved a change in the Company's  name from Alliance  Technologies,
Inc. at which time the Company acquired American Buyers Club International, Inc.
("ABC").  In April,  1997 ABC formed  Alpha Sound and  Vision,  Inc. as a wholly
owned subsidiary.  In December 1998 the Company's Board of Directors  approved a
change in the Company's name to stereoscape.com, inc.
     On August 23, 2000 the Company entered into a stock purchase agreement with
the  principals  of  epiggybank.com,   inc.  ("epiggybank"),   a  financial  and
educational  web sight for  children  The terms of the  agreement  included  the
transfer,  to the Company, of the "epiggybank" name, trademarks and intellectual
properties,  and other  assets being used in the  seller's  business.  Since the
sellers  did not own the name at the date of the  closing the Company has halted
the shares  issued,  and has instituted a lawsuit to recover the stock issued in
the transaction.
     Effective  October 1, 2000 the Company  acquired Marx Toys, Inc.  ("Marx").
"Marx" is located in North Miami,  Florida and sells collectible  action figures
and play sets primarily thyrough the internet and via Telemarketing.
     "ABC" is located in  Freehold,  New  Jersey  and sells  high  quality  home
entertainment   equipment.   Substantially  all  business  is  obtained  through
advertising in trade magazines and via the Internet.

     FINANCIAL STATEMENT PRESENTATION

     The consolidated  financial  statements include the accounts of the Company
and its wholly owned subsidiary  companies.  All material inter company balances
are eliminated.

     INVENTORIES

     Inventories  are stated at the lower of cost or market as determined by the
first-in, first-out method.

     DEPRECIATION AND AMORTIZATION

     Depreciation  and  amortization  is computed  utilizing  the  straight-line
method  over the  estimated  useful  lives of the  related  assets,  which range
between three and fifteen years.


     ADVERTISING COSTS

     The  Company  expenses  production  costs of print,  radio  and  television
advertisements  as of the first date the  advertisements  take place.  All other
advertising  costs are expensed as incurred.  Advertising  expenses  included in
selling, administrative and general expenses were $16,312 in 2001 and $27,174 in
2000.

     EARNINGS PER COMMON SHARE

     In the fourth quarter of 1997, the Company  adopted  Statement of Financial
Accounting  Standards No. 128, "Earnings per Share" (SFAS 128), which supersedes
Accounting  Principles  Board Opinion No. 15. Under SFAS 128 earnings per common
share is computed by dividing net income (loss) available to common shareholders
by the  weighted-average  number of common shares outstanding during the period.
On October 4, 2000 the Company effected a 15 for 1 stock split. All calculations
and share  amounts  have been  adjusted  to  reflect  the split  value.  Diluted
earnings  per share do not reflect the  potential  dilution  that could occur if
securities or other contracts to issue common shares were exercised or converted
into common shares or resulted in the issuance of common shares as the impact of
such would be antidilutive, given the net losses incurred.

     REVENUE RECOGNITION AND FINANCIAL STATEMENTS

     Net sales are recognized at the time  merchandise is released or shipped to
customer.
     In December 1999, the  Securities and Exchange  Commissions  ("SEC") issued
SEC Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB 101 summarized certain of the SEC's views in applying generally
accepted accounting  principles to revenue recognition in financial  statements.
SAB 101 is effective  for the Company in the first  quarter of fiscal year 2001.
The Company is reviewing the requirements of SAB 101 and currently believes that
its revenue recognition policy is consistent with the guidance of SAB 101.


                                       5
<PAGE>


                      stereoscape.com, inc. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (continued)


     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The fair value of a financial instrument represents the amount at which the
instrument could be exchanged in a current  transaction between willing parties,
other  than a forced  sale or  liquidation.  Significant  differences  can arise
between the fair value and  carrying  amount of financial  instruments  that are
recognized at historical cost amounts.

     USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported  amounts in the financial  statements  and
accompanying notes. Actual results could differ from these estimates.

     WARRANTY

     A  subsidiary  of the Company  sells its products  with the  manufacturer's
factory warranty.  In addition,  the Company offers extended  warranties,  at an
additional cost. The extended  warranties are underwritten by a third party, for
which the Company pays a fixed fee.

     NEW ACCOUNTING PRONOUNCEMENTS

     Effective in 1998, the Company  adopted  Statement of Financial  Accounting
Standards No.130,  Reporting  Comprehensive Income ("SFAS No. 130"). The Company
has no items of comprehensive income.
     The  Company  adopted  Statement  Financial   Accounting  Standard  No.131,
Disclosures about Segments of an Enterprise and Related  Information (SFAS 131),
in 1998. The Company's  chief  operating  decision maker is the Chief  Executive
Officer. There is currently only one operating segment in the Company, therefore
there is no segment information to report.

     LONG-LIVED ASSETS

     In  accordance  with  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be  Disposed  of,"  long-lived
assets to be held and used by the Company are reviewed to  determine  whether an
event or change in circumstances indicates that the carrying amount of the asset
may not be recoverable.  For long-lived  assets to be held and used, the Company
bases its evaluation on such impairment  indicators as the nature of the assets,
the  future   economic   benefit  of  the  assets,   any  historical  or  future
profitability  measurements,  as well as other  external  market  conditions  or
factors that may be present. If such impairment  indicators are present or other
factors  exist that  indicate  that the carrying  amount of the asset may not be
recoverable,  the Company  determines whether an impairment has occurred through
the use of an undiscounted cash flows analysis of assets at the lowest level for
which  identifiable  cash flows exist.  If impairment has occurred,  the Company
recognizes  a loss  for the  difference  between  the  carrying  amount  and the
estimated  value of the  asset.  The fair value of the asset is  measured  using
discounted  cash flow  analysis or other  valuation  techniques.  No  impairment
expense was recognized in either the year ended December 31, 2000 or 1999.

     CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION

     In March 2000, FASB issued FASB Interpretation No. 44 (FIN 44), "Accounting
for Certain Transactions Involving Stock Compensation--an  Interpretation of APB
Opinion No. 25." FIN 44 clarifies the  following:  the definition of an employee
for  purposes of  applying  APB opinion  No. 25; the  criteria  for  determining
whether a plan qualifies as a noncompensatory  plan; the accounting  consequence
of various  modifications  to the terms of the previously fixed stock options or
awards;  and the  accounting for an exchange of stock  compensation  awards in a
business combination.  FIN 44 is effective July 1, 2000, but certain conclusions
in FIN 44 covers specific events that occurred after either December 15, 1998 or
January 12, 2000. Management does not expect the application of FIN 44 to have a
material impact on the Company's financial position or results of operations.

     INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
Financial  Accounting Financial Standards No. 109, "Accounting for Income Taxes"
(SFAS  109).  Under the asset and  liability  method of SFAS 109,  deferred  tax
assets  and  liabilities   are  recognized  for  the  future  tax   consequences
attributable to differences between the financial statements carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry  forwards.  Deferred tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  Under SFAS 109,  the effect of a change in tax rates on  deferred  tax
assets and  liabilities  is recognized in income in the period that includes the
enactment date.

     CONCENTRATION OF CREDIT RISK
     The Company  maintains its cash with various  financial  institutions.  The
Company performs  periodic  evaluations of the relative credit standing of these
institutions.


     NOTE 2 - ACQUISITIONS

     Effective  October 1, 2000, the Company acquired Marx Toys, Inc., which was
accounted for as a purchase whereby Marx became a wholly-owned subsidiary of the
Company.  Marx sells collectible  action figures and play sets primarily through
the internet and telemarketing.  In connection with the accounting,  the Company
issued 16,500,000 shares of common stock valued at $.0469 per share.

     The  operation  and  financial  position of Marx were  accounted for in the
consolidated  financial statements of the Company beginning October 1, 2000. The
excess purchase price over the net assets acquired was approximately $847,000.


         NOTE 3 - FIXED ASSETS, at cost


     Fixed assets consists of the following at March 31, 2001:

         Furniture and fixtures                      $  52,195
         Molds                                         942,162
         Leasehold improvements                          5,974
                                                    -----------
                                                     1,000,331
                                                    -----------
         Less-accumulated depreciation                ( 45,965)
                                                    -----------

                                                      $954,366
                                                    ===========


     NOTE 4 - COMMITMENTS

     The Company and a subsidiary  lease  office  facilities  in  Freehold,  New
Jersey and warehouse  facilities in Sebring,  Ohio requiring minimum annual rent
of approximately  $78,576.  The leases expire between April 2004 and April 2006.
The leases  require  the Company to pay various  operating  expenditures  of the
facilities and contain  provisions for rent  escalations.


     NOTE 5 - INCOME TAXES

     The  Company  has   available  net   operating   loss  carry   forwards  of
approximately  $1,460,000  for federal and state income taxes  expiring  between
2003 and 2119 to offset future taxable income.
     A deferred tax asset  results from the benefit of utilizing  net  operating
loss carry forwards in future years. A valuation allowance has been provided for
the entire benefit.
     During the years  ended  December  31, 2000 and 1999,  the  increase in the
valuation  allowance  was  $240,140  and $82,510,  respectively.  These  charges
reflect increases in the valuation allowance related to the deferred tax asset.
     The Company  will  continue to assess the  recoverability  of its  deferred
income  tax  asset  and  adjustments  may be  necessary  based  on the  evidence
available at that time. The difference  between the expected rate of tax and the
actual tax expense  relates  entirely  to state tax  expense  and the  valuation
allowance.


     Note 6 - SUBSEQUENT EVENTS

     In April 2001 the Company  entered  into an  agreement  with an investor to
provide up to  $10,000,000  of  financing  under an equity  line of  credit.  In
exchange for any draw downs by the Company,  the investor will receive  warrants
to purchase  shares of common stock.  The Company has no obligation to take down
any of the funds should it choose not to exercise its option.
     In May 2001 the Company  instituted  a lawsuit  against the  principals  of
"epiggybank"  to recover  all shares  previously  issued to them.  This was as a
result of their  failure to transfer the name and  trademark to  epiggybank,  as
stipulated in the acquisition agreement.


                                       6
<PAGE>


     Item 2. Management's Discussion and Analysis or Plan of Operation

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  should  be read  in  conjunction  with  the  Consolidated  Unaudited
Financial Statements and related notes which are contained in Item 1 herein.

     Results of operations  for  stereoscape.com,  inc. and subsidiary are being
presented on a consolidated basis.

     Quarter Ended March 31 30, 2001 Compared to Quarter Ended March 31, 2000

     Net sales for the quarter ended March 31, 2001 decreased  33.3% to $575,783
from $859,605 for the quarter ended March 31, 2000.  The decrease was the result
of the  elimination  of lower  margin sales and  markdown of old  inventory.  In
addition,  sales decreased due to a slowdown in the economy,  which effected the
sale of high priced, discretionary items.

     Gross profit (loss) for the quarter ended March 31, 2001 decreased 12.7% to
$163,218  from $187,128 for the quarter ended March 31, 2000. As a percentage of
net sales,  gross profit increased to 28.5% in the 2001 period compared to 21.8%
in the 2000 period.  The increase was primarily the result of reduction in sales
of lower margin items.

     Selling,  general and  administrative  expenses for quarter ended March 31,
2001  increased  46.9% to $443,113 from $301,739 for the quarter ended March 31,
2000.  The  increase in selling,  general and  administrative  expenses  was the
result of additional overhead from "Marx", which totaled approximately  $234,000
for the quarter ended March 31, 2001. There was a reduction in expenses,  to run
the home theatre company,  primarily as result of substantial  downsizing of the
sales, office and warehouse personnel.

     Net losses for the  quarter  ended March 31,  2001  increased  to a loss of
($279,895)  compared to a loss of  ($114,616)  for the  quarter  ended March 31,
2000. This was due to a decrease in sales and the start up expenses for "Marx".

     Liquidity and Capital Resources

     At March  31,  2001 the  Company  had  stockholders'  equity  of  $572,618,
whereas, at March 31, 200 they had an equity deficit of ($720,887).

     The Company has  historically  financed its business through cash flow from
operations and sale of stock, which may be utilized from time to time.

     The Company expects to require additional capital to finance production for
its Toy Company and to acquire inventory for its audio products and home theatre
expansion.  The Company has completed a financing  package that includes  bridge
financing in the form of a promissory  note to private  investors  and a funding
agreement  with an investment  banking firm to a maximum of $10 million,  should
the Company need the funds.  The Company has no  obligation  to take down any of
the funds should it choose not to exercise its option.

     While no specific  acquisitions  are  presently  under  consideration,  the
Company  is  actively  seeking  acquisitions  and  anticipates  it  may  require
additional  capital in order to fund any  acquisitions or substantial  growth in
its current business.

     Anticipated Future Growth

     Management  believes  that the  future  growth of the  Company  will be the
result of four efforts;  (1)  acquisition of other companies in the toy and home
theatre  related  industries,  (2) expansion of toy sales to major  national and
regional retailers,  (3) expand home theatre sales to go beyond the consumer and
reach out to  industrial  markets and  business to business  relationships,  (4)
pursuing  promotional  deals for the sale of vintage  Marx  products  on a large
scale basis (5) obtaining new customers in the existing  markets  developing new
markets  via  current  marketing  channels  and  the  internet,   (6)  with  the
availability  of over  1,600  molds  Marx can  reintroduce  many of the old toys
products or  licensing  them out to other  companies  to produce  and sell,  and
(7)controlling and containing operating and administrative costs.

     Forward Looking Statements

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations contains information regarding management's planned growth, financing
and prospective  business  acquisitions and opportunities.  These statements are
forward looking statements that involve risks and  uncertainties.  The following
is a list of factors,  among others,  that could cause actual  results to differ
materially from the forward looking  statements:  business conditions and growth
in the  Company's  market and industry and in the general  economy;  competitive
factors including increased competition and price pressures; availability of raw
materials  and  purchased  products at  competitive  prices;  and  inadequate or
unsatisfactory financing sources.


                                       7
<PAGE>


         Part II - OTHER INFORMATION

     Item 6. Exhibit and reports on Form 8-K

(a)      Exhibits

                                    None

(b)      Reports filed on Form 8K

                                    None


                                       8
<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be  signed  on  its  behalf  the
undersigned duly authorized

                 stereoscape.com, inc.


                 By:   /s/ Mario Bassani                        May 21, 2001
                       -------------------
                       Mario Bassani
                       President (Principal Executive Officer)
                       Chairman of the Board

                 By:   /s/ Steve Wise                           May 21, 2001
                       --------------
                       Steve Wise
                       Director

                 By:   /s/ Gary B. Hyman                        May 21, 2001
                       -----------------
                       Gary B. Hyman
                       Chief Financial Officer
                       Director