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 September 30, 2002

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

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

           Nevada                                    06-1469654
  (State or other jurisdiction           (IRS Employer identification no.)
of 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 October 14, 2002

         Title of Each Class                   Number of Shares Outstanding
Common Stock, $.001 par value per share                12,671,240
<PAGE>
                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2002

                                 Current Assets

Current Assets
          Cash                                                    $ 488
          Accounts and notes receivable                          67,186
          Inventories                                           355,629
          Other current assets                                   16,799
                                                             ------------

            Total Current Assets                                440,102

Property and equipment, at cost, net                              6,572

Intangible assets, Net                                            2,083

Other Assets                                                      5,085

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

TOTAL ASSETS                                                  $ 453,842
                                                             ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
          Accounts payable                                    $ 473,219
          Accrued expenses and other current liabilities        197,538
          Merchandise credits                                    80,939
          Notes and loans payable                               682,781
                                                             ------------

            Total Current Liabilities                         1,434,477
                                                             ------------

Commitments and Contingencies

                              STOCKHOLDERS' EQUITY

Common Stock
          Par value, $.001, 200,000,000 shares authorized,
            12,671,240 shares issued and outstanding             12,671
Additional paid in capital                                    2,622,670
Deficit                                                      (3,615,976)
                                                             ------------

Total Stockholders' Equity                                     (980,635)
                                                             ------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 453,842
                                                             ============


           See notes to consolidated financial statements (unaudited)

                                       2
<PAGE>

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

                                For the Three Months      For the Nine Months
                                 Ended September 30,       Ended September 30,
                                   2002         2001        2002         2001
                               -------------------------------------------------

Sales                           $ 46,118    $ 218,681   $ 199,771   $1,074,655


Cost of sales                    166,865      186,481     384,692      702,469
                               -------------------------------------------------

Gross profit (loss)             (120,747)      32,200    (184,921)     372,186

Selling, General and
     Administrative expenses     225,641      468,889     649,266    1,296,540

Impairment of long-lived assets  159,559           -      159,559           -
                               -------------------------------------------------


Net Loss                      $ (505,947)  $ (436,689) $ (993,746)  $ (924,354)
                               =================================================

Net Loss per share,
   basic and diluted            $ (0.040)    $ (0.043)   $ (0.081)    $ (0.105)

Weighted average number of
   shares, basic and diluted   12,569,791   10,213,037  12,195,050    8,801,116


           See notes to consolidated financial statements (unaudited)

                                       3
<PAGE>

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

                                                       For the Nine Months Ended
                                                              September 30,
                                                          2002            2001
                                                      --------------------------
Cash flows from operating activities:
          Net loss                                   $ (993,746)     $ (924,354)
Adjustments to reconcile net loss to net cash
   used in operations:
          Depreciation and amortization                  16,247          27,407
     Changes in operating assets:
          Accounts and notes receivable                 (48,680)        (19,459)
          Inventories                                   347,241        (537,038)
          Other current assets                           70,288         (57,021)
          Impairment of long-lived assets               175,000               0
          Other assets                                    5,947               0
     Changes in operating liabilities:
          Accounts payable                               78,683         135,939
          Accrued expenses and other
             current liabilities                         84,099        (114,075)
          Merchandise credits                            (2,806)         (8,727)
          Notes and loans payable                       190,000         375,000
                                                      --------------------------

Net cash used in operating activities                   (77,727)     (1,122,328)
                                                      --------------------------


Cash flow from investing activities:
          (Purchase) disposal of fixed assets            44,809         (12,170)
          Acquisition of intellectual properties              0        (175,000)
                                                      --------------------------

Net cash used in investing activities                    44,809        (187,170)
                                                      --------------------------

Cash flow from financing activities:
          Proceeds from issuance of capital stock             0       1,284,749
          (Increase) decrease in other assets                 0          (5,600)
          Proceeds from loans payable                         0         (27,971)
                                                      --------------------------

Net cash provided by financing activities                     0       1,251,178
                                                      --------------------------

Increase (decrease) in cash                             (32,918)        (58,320)

Cash, beginning of period                                33,406         210,188
                                                      --------------------------


Cash, end of period                                       $ 488       $ 151,868
                                                      ==========================


Supplemental disclosure of cash flow information:
          Interest paid                                   $   0         $ 5,125

Supplementary Disclosure of Non-Cash Transactions:

     In 2001 the  Company  issued  666,667  shares  of  common  stock for the
acquisition  of Toontz  Toyz,  Inc.  and the Company  impaired  assets  totaling
$856,938 and reduced additional  paid-in-capital for the related value in excess
of par value of the shares issued.
     In 2002 the  Company  impaired  assets  totaling  $159,559  as a charge  to
current operations.

           See notes to consolidated financial statements (unaudited).

                                       4
<PAGE>

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

     NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

     stereoscape.com,  inc. (the "Company") is a holding company and through its
Marx Toys, Inc. ("Marx")  subsidiary sells  collectible  action figures and play
sets primarily through the Internet and via telemarketing.  The Company's Toontz
Toys, Inc. subsidiary is involved in the development of intellectual properties,
which they  intend to license to  manufacturers  for the  production  of various
products covered by the intellectual  properties.  Activities in this subsidiary
are currently suspended. In addition, operation of the Company's American Buyers
Club  International,  Inc.  ("ABC")  subsidiary  which  sold high  quality  home
entertainment  equipment to customers obtained through  advertising and in trade
magazines via the Internet has been suspended.

     The unaudited  consolidated  financial statements included herein have been
prepared  by the  Company  in  accordance  with the same  accounting  principles
followed in the presentation of the Company's  annual  financial  statements for
the year ended  December 31, 2001 pursuant to the rules and  regulations  of the
Securities  and  Exchange  Commission.   In  the  opinion  of  management,   all
adjustments  that are of a normal  and  recurring  nature and are  necessary  to
fairly present the financial position,  results of operations, and cash flows of
the Company have been made on a consistent  basis. This report should be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's Form 10-KSB Annual Report for the year ended December 31, 2001.

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

     The  financial  statements  have been  prepared  assuming  the Company will
continue  as a going  concern.  The  Company  has a net  loss of  ($993,746)  at
September 30, 2002 and a working capital deficiency of approximately  ($980,635)
at September 30, 2002 that raises  substantial doubt about the Company's ability
to continue as a going concern.

     Income taxes for the interim  period are based on the  estimated  effective
tax rate  expected to be  applicable  for the full fiscal year.  The Company has
recorded  a full  valuation  allowance  related  to the  deferred  tax  asset at
September 30, 2002.


     NOTE 2 -PER SHARE DATA

     The per share data has been calculated using the weighted average number of
Common  Shares  outstanding  during  each period  presented  on both a basic and
diluted basis in accordance with SFAS 128. Outstanding options and warrants have
been  excluded  from the  computation  due to  their  antidilutive  effect.  The
financial  statements  reflect  share  amounts  after giving effect to a reverse
stock split 1:15 which became effective October 14, 2002.

                                       5
<PAGE>

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

         NOTE 3 - Property and equipment

     Property and equipment are carried at cost, less  accumulated  depreciation
and  amortization  computed  on a  straight-line  basis  over the  lesser of the
estimated useful lives of the assets (generally three to fifteen years.

     Property and equipment consists of the following at September 30, 2002:


        Furniture & equipment                                      $ 57,541

        Leasehold improvements                                   (Note below)
                                                                ---------------

              Total cost                                             57,541

        Less accumulated depreciation                               (50,969)
                                                                ---------------

                                                                    $ 6,572
                                                                ===============

     NOTE: In the second quarter of 2002 the Company  abandoned the leasehold in
     Freehold, NJ and is attempting to sub-lease the premises. It is uncetain if
     any  of  the  cost  of  leasehold   improvements  will  be  recovered  and,
     accordingly,  the Company has reserved  the entire  value of the  leasehold
     improvements at September 30, 2002.

     NOTE 4 - INVENTORIES

     Inventories consist of the following at September 30, 2002:


       Stereo equipment (See note below)                         $ 1

       Toys & collectables                                   355,628

                                                            ----------
              TOTAL                                         $355,629
                                                            ==========

     NOTE 5 - INTANGIBLE ASSETS

     Trademarks,  domain  names,  copyrights  and other  intangible  assets  are
recorded at cost less  accumulated  amortization  of $2,917 over their estimated
useful lives.  Intangible assets are reviewed for impairment  whenever events or
circumstances  indicate impairment might exist or at least annually. The Company
assesses the  recoverability of its assets by comparing  projected  undiscounted
cash flows  associated with those assets against their respective carry amounts.
Impairment, if any, is based upon the excess carrying amount over the fair value
of those assets.  The Company  recorded an impairment  charge of $159,599 during
the third  quarter of 2002  relating  to intellectual  properties  of its Toontz
subsidiary. See note 8.

                                       6
<PAGE>

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


     NOTE 6 - NOTES AND LOANS PAYABLE

     In April 2001 the Company  received  loans,  totaling  $375,000,  for which
promissory notes, due in April 2002, were issued.  These notes were not paid nor
renewed  when they  matured and they are  currently  in default.  The notes were
non-interest  bearing.  In  consideration  of the loan the  Company  granted the
payees  options to purchase  260,000 shares of their common stock at an exercise
price of $.60 per share.  The right to exercise the option  terminates  in April
2003.

     Marx Toys,  Inc.  had a $100,000  revolving  line of credit that expired in
January 2002, with a financial  institution,  with interest of prime plus 1% per
annum  (5.75% as of March 31,  2002).  The balance owed on the line of credit at
March 31, 2002 was $98,281,  plus accrued interest,  default penalties and other
charges  that  have  not yet  been  determined.  A  shareholder  guarantees  the
liability.

     In  January,  2002 the  Company  entered  into a  financing  agreement  for
$300,000. The agreement consists of a promissory note in the amount of $200,000,
which is due January 2, 2003.  Interest only is payable on a monthly  basis,  at
the rate of 12% per annum.  In exchange for the  remaining  $100,000 the Company
has agreed to issue 666,667 shares of stock.

     The Company has  miscellaneous  loans  payable of $9,500 at  September  30,
2002.

     NOTE 7 - COMMITMENTS AND CONTINGENCIES

     LEASES

     The Company and a subsidiary  lease warehouse  facilities in Sebring,  Ohio
requiring minimum annual rent of approximately  $65,000. The lease expires April
2004,  and requires  the Company to pay various  operating  expenditures  of the
facilities and contain  provisions for rent  escalations.  Rent expense  totaled
$48,750 and $65,387 for 2002 and 2001, respectively.

     LITIGATION

     In February 2002, the Company was named as a defendant in a complaint filed
by a third  party.  The  complaint  indicates  substantially  all of the  assets
acquired in the acquisition of Marx Toys, Inc. were encumbered as collateral for
an obligation due to the third party owed by the former owner of Marx Toys, Inc.
In connection with the compliant,  the third party sought to recover  possession
of these assets.  At December 31, 2001 the Company  impaired  these assets,  and
reduced  their  carrying  value to $-0-.  Subsequent to March 31, 2002 the third
party plaintiff  prevailed in the action described above and obtained a judgment
against the former owner of Marx.

     EMPLOYMENT AGREEMENT

     As part of the acquisition of Toontz Toyz, Inc. the Company entered into an
employment agreement with Steven Campanella,  dated June 1, 2001. The agreement,
which is for a period of three years,  commencing June 1, 2001,  includes a base
salary of $100,000 per annum. In addition,  he is entitled to receive a one time
incentive bonus, during the term of the agreement, in the amount of $125,000, if
and when Toontz Toyz, Inc. achieves $5,000,000 in gross revenues.

                                       7
<PAGE>

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

     NOTE 8- IMPAIRMENT WRITE-DOWN

     During the year ended  December 31,  2001,  the  Company's  analysis of its
long-lived  assets indicated there was an impairment  relating to molds acquired
in the acquisition of Marx Toys,  Inc.  Accordingly,  the Company  impaired this
asset by reducing its additional paid in capital in the amount of $856,938,  and
writing the carrying value of the molds to $-0-.

     During the third quarter of 2002, the Company's  analysis of its long-lived
assets indicated there was an impairment relating to the intellectual properties
carried on the books of its Toontz subsidiary. Accordingly, the Company impaired
this asset by writing the carrying value of the intellectual  properties to $-0-
and taking a charge to current operations of $159,559.

     NOTE 9- INCOME Taxes

     The  Company  has   available  net   operating   loss  carry   forwards  of
approximately  $3,600,000  for federal and state income taxes  expiring  between
2003 and 2021 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.
     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.

                                       8
<PAGE>

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

     Note 10-- SEGMENT REPORTING

     Industry  segment  information  at  September  30,  2002 is  summarized  as
follows:

                                                Total            Operating
                                              Revenues          Profit(Loss)
                                           -------------      ---------------

Home theatre                                  $ 26,791          $ (286,221)
Toy products                                   172,980            (399,302)
Intellectual properties development                  0            (236,684)
                                           -------------      ---------------
 Total Segment                                 199,771            (922,207)
Eliminations and other
corporate income(expenses)                           0             (71,539)
                                           -------------      ---------------
Consolidated                                 $ 199,771          $ (993,746)
                                           =============      ===============

                                                   Depreciation
                                      Capital    and Amortization   Identifiable
                                   Expenditures       Expense          Assets
                                   ------------  ----------------   ------------

Home theatre                              0           $ 5,439          $ 21,496
Toy products                              0            10,988           373,028
Intellectual properties development       0                 0               119
Corporate                                 0                 0            59,199
                                   ------------  ----------------   ------------
Consolidated                              0          $ 16,427         $ 453,842
                                   ============  ================   ============


     Note 11- SIGNIFICANT

     On April 1, 2002, the Company  accepted the resignation of Gary Hyman,  the
Company's  Chief  Financial  Officer  and a Director.  Mr.  Hyman noted that his
departure was for personal  reasons.  Steve Wise, a Director of the Company,  is
Acting Chief Financial Officer.

     On May 16, 2002, the Company  discontinued its Marx Toys Miami office in an
effort to reduce  operating  costs.  As of this date, Marx is operating from the
Company's New Jersey facility.

                                       9
<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 subsidiaries are being
presented on a consolidated basis.


     Three  Months  Ended  September  30, 2002  Compared to Three  Months  Ended
September 30, 2001

     Net sales for the three months ended  September 30, 2002 decreased 78.9% to
$46,118  from  $218,681  for the three months  ended  September  30,  2001.  The
decrease was the results of a management decision to cease operation of its home
theater division and to concentrate its limited resources on developing its Marx
Toys division, for which sales have not yet developed .

     Gross profit (loss) for the three months  September 30, 2002 decreased to a
loss of  ($120,747)  versus a profit  of  $32,200  for the  three  months  ended
September 30, 2001. The decrease was the result of an overall reduction of 79.8%
in revenues and a $125,778 increase in the provision for obsolete inventory.

     Selling,  general and  administrative  expenses  for the three months ended
September 30, 2002  decreased  $243,248 from $468,889 for the three months ended
September  30,  2001.  The  decrease  was the  result of  downsizing  due to the
reduction in revenues.

     Net losses for the three months ended  September  30, 2002 were  ($505,947)
versus  ($436,689) for the three months ended  September 30, 2001. This decrease
was the result of a reduction in revenues and a downsizing of the operations.


     Nine  Months  Ended  September  30,  2002  Compared  to Nine  Months  Ended
September 30, 2001

     Net sales for the nine months ended  September 30, 2002 decreased  81.4% to
$199,771  from  $1,074,655  for the nine months ended  September  30, 2001.  The
decrease was the results of a management decision to cease operation of its home
theater division and to concentrate its limited resources on developing its Marx
Toys division, for which sales have not yet developed.

     Gross profit (loss) for the nine months  September 30, 2002  decreased to a
loss of  ($184,921)  versus a profit  of  $372,186  for the  nine  months  ended
September 30, 2001. The decrease was the result of an overall reduction of 81.4%
in revenues and a $175,778 increase in the provision for obsolete inventory.

                                       10
<PAGE>

     Selling,  general and  administrative  expenses  for the nine months  ended
September 30, 2002 decreased  $647,274 from $1,296,540 for the nine months ended
September  30,  2001.  The  decrease  was the  result of  downsizing  due to the
reduction in revenues and a downsizing of the operation.

     Net losses for the nine months  ended  September  30, 2002 were  ($993,746)
versus  ($924,354)  for the nine months ended  September 30, 2001. The 2002 loss
included an Impairment loss from the write-off of intellectual properties of the
Toontz subsidiary of $159,559.

     Liquidity and Capital Resources

     At  September  30, 2002 the Company  had an equity  deficit of  ($980,635),
whereas,  at  September  30,  2001  the  Company  had  Stockholders'  equity  of
$1,162,909.  This reduction was due in part to the impairment  write-downs taken
as of December  31, 2001 and  September  30,  2002,  as well as the  substantial
operating losses during the ensuing period.

     The Company requires immediate  additional  capital to sustain  operations,
and at the  present  time  has no  definitive  plans  but is  exploring  various
opportunities.  There can be no assurance of the ability of the Company to raise
such capital.  The Company has no agreements or  commitments  with any person or
entity to raise such capital.

     The  Company  is  currently  evaluating   alternative  avenues  to  sustain
operations,  including the possible sales of its Marx  subsidiary.  No assurance
can be given that a sale will be consummated or that sufficient  capital will be
available to sustain operations.


     Forward Looking Statements

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations contain 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.

                                       11
<PAGE>

     Item 4. Controls and Procedures

(a)      Evaluation of disclosure controls and procedures.

     The  Company's  principal  executive  officer  and its  (acting)  principal
financial  officer,  based  on  their  evaluation  of the  Company's  disclosure
controls and  procedures  (as defined in Exchange Act Rules  13a-14(c))  as of a
date within 90 days prior to the filing of this Quarterly Report on Form 10-QSB,
have  concluded  that the  Company's  disclosure  controls  and  procedures  are
adequate and effective for the purposes set forth in the  definition in Exchange
Act rules.

(b)      Changes in internal controls.

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

                                       12
<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 A. Bassani                 November 21, 2002
            --------------------
                Mario A. Bassani
                Chairman
                Chief Executive Officer
                Principal Executive Officer



        By: /s/ Steve Wise                       November 21, 2002
            --------------
                Steve Wise
                (Acting) Chief Financial Officer
                (Acting) Principal Accounting Officer
                Director

                                       13
<PAGE>

                              stereoscape.com, inc.
                            CERTIFICATION PURSUANT TO
                   RULE 13-A-14 OF THE SECURITIES ACT OF 1934
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Mario A. Bassani, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of stereoscape.com, inc.
2. Based upon my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the period presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         (a) designed such disclosure controls and procedures to ensure the
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
         (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
         (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based upon
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors:
         (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weakness in internal control; and
         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether there are significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    November 21, 2002


/s/ Mario A. Bassani
--------------------
    Mario A. Bassani
    Chief Executive Officer

                                       14
<PAGE>

                              stereoscape.com, inc.
                            CERTIFICATION PURSUANT TO
                   RULE 13-A-14 OF THE SECURITIES ACT OF 1934
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Steve Wise, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of stereoscape.com, inc.
2. Based upon my knowledge, this quarterly report does not contain any untrue
statement of material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report.
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the period presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         (a) designed such disclosure controls and procedures to ensure the
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
         (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
         (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based upon
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors:
         (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weakness in internal control; and
         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control; and
6. The registrant's other certifying officer and I have indicated
in this quarterly report whether there are significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    November 21, 2002


/s/ Steve Wise
--------------
    Steve Wise
    (Acting) Chief Financial Officer

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