================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

   [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

                                       OR

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

             For the transition period from __________ to __________

                         Commission File Number 0-25037

                        Marx Toys and Entertainment Corp.
                        (formerly stereoscape.com, inc.)
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          NEVADA                                        06-1469654
-------------------------------             ---------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

                              101 South 15th Street
                               Sebring, Ohio 44672
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (330) 938-1749
                           ---------------------------
                           (Issuer's telephone number)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No [ ].

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: 37,403,000 shares of common
stock, $0.001 par value, as of August 19, 2003.

================================================================================

<PAGE>

                                     PART I


                              FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS

The consolidated financial statements of Marx Toys and Entertainment Corp. and
subsidiaries (collectively, the "Company"), included herein were prepared,
without audit, pursuant to rules and regulations of the Securities and Exchange
Commission. Because certain information and notes normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America were condensed or omitted pursuant to such rules
and regulations, these financial statements should be read in conjunction with
the financial statements and notes thereto included in the audited financial
statements of the Company as included in the Company's Form 10-KSB for the year
ended December 31, 2002.


                                        2

<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)
                           CONSOLIDATED BALANCE SHEET

                                                                      June 30,
                                                                        2003
                                                                    -----------
                 ASSETS                                              (unaudited)
Current Assets
     Inventory                                                      $   292,350
                                                                    -----------
          Total Current Assets                                          292,350


     Licensing agreement                                                 75,000
                                                                    -----------
          Total Assets                                              $   367,350
                                                                    ===========

         LIABILITIES AND CAPITAL
Current Liabilities
     Accounts payable and accrued expenses                          $   342,464
     Liabilities of discontinued business segment                       183,914
     Accrued expenses and other current liabilities                     337,246
     Merchandise credits                                                 80,939
     Loans payable shareholder                                          147,000
     Notes and loans payable                                            726,978
                                                                    -----------
          Total Current Liabilities                                   1,818,541

Stockholders' Equity (Deficit)
  Common stock, 200,000,000 shares authorized at $.001
    par value; issued and outstanding 30,473,000 at June 30, 2003        30,473
Additional paid-in capital                                            3,284,457
Accumulated deficit                                                  (4,766,121)
                                                                    -----------
          Stockholders' Equity (Deficit)                             (1,451,191)
                                                                    -----------
          Total Liabilities and Capital                             $   367,350
                                                                    ===========

                        See Notes to Financial Statements

                                        3

<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                For the Three Months Ended       For the Six Months Ended
                                         June 30,                        June 30,
                               ----------------------------    ----------------------------
                                   2003            2002            2003            2002
                               ------------    ------------    ------------    ------------
                                (unaudited)     (unaudited)     (unaudited)     (unaudited)
<S>                            <C>             <C>             <C>             <C>
Sales revenues                 $     22,844    $     42,472    $     63,406    $    153,653

Cost of sales                        16,335          80,090          44,925         217,827
                               ------------    ------------    ------------    ------------

Gross profit (loss)                   6,509         (37,618)         18,481         (64,174)

General and administrative
  expenses                          528,803          86,309         776,340         423,625
Interest expense                      8,300              --          16,600              --
                               ------------    ------------    ------------    ------------
                                    537,103          86,309         792,940         423,625
                               ------------    ------------    ------------    ------------

Net loss                       $   (530,594)   $   (123,927)   $   (774,459)   $   (487,799)
                               ============    ============    ============    ============

Net (loss) per common
  share basic and diluted      $      (0.02)   $      (0.01)   $      (0.03)   $      (0.04)
                               ============    ============    ============    ============

Weighted average shares
  outstanding                    27,139,482      12,004,574      24,585,430      12,004,574
                               ============    ============    ============    ============
</TABLE>

                       See Notes to Financial Statements.

                                        4
<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                  For the Six Months Ended
                                                                          June 30,
                                                                  ------------------------
                                                                     2003          2002
                                                                  ----------    ----------
                                                                  (unaudited)   (unaudited)
<S>                                                               <C>           <C>
Operating Activities
--------------------
   Net loss from continuing operations                            $ (774,459)   $ (487,799)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
   Depreciation and amortization                                          --        25,640
   Common stock issued for services                                  430,000            --
   Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                             --       (45,818)
   (Increase) decrease in inventory                                   38,043       188,178
   (Increase) decrease in other assets                                    --        53,739
   Increase (decrease) in accounts payable and accrued expenses       47,294         5,977
   Increase (decrease) in merchandise credits                             --        (2,806)
                                                                  ----------    ----------
   Net cash used by operating activities                            (259,122)     (262,889)

Investing Activities
--------------------
   Purchase of license agreement                                     (75,000)           --
   Disposal of fixed assets                                               --        44,809
                                                                  ----------    ----------
   Net cash used by investing activities                             (75,000)       44,809

Financing Activities
--------------------
   Issuance of capital stock                                         149,250            --
   Increase in note payable                                           36,978       190,000
   Shareholder loan payable                                          147,000            --
                                                                  ----------    ----------
   Net cash provided by financing activities                         333,228       190,000
                                                                  ----------    ----------

   Increase (decrease) in cash                                          (894)      (28,080)
   Cash at beginning of period                                           894        33,406
                                                                  ----------    ----------
   Cash at end of period                                          $       --    $    5,326
                                                                  ==========    ==========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during year for:
     Interest                                                     $       --    $   21,196
                                                                  ==========    ==========
     Income taxes (benefits)                                      $       --    $       --
                                                                  ==========    ==========
</TABLE>

                       See Notes to Financial Statements.

                                        5
<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


Note 1-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION
         ------------

         Marx Toys and Entertainment Corp. (formerly stereoscape.com, inc.)
         ("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 to Alliance Technologies, Inc.
         In December 1998 the Company's Board of Directors approved a change in
         the Company's name to stereoscape.com, inc., and on March 11, 2003 the
         Company's Board of Directors approved a change in the Company's name to
         Marx Toys and Entertainment Corp.

         In April 1997 the Company acquired American Buyers Club International,
         Inc. ("ABC"). A company engaged in the sale of high end home theater
         equipment via mail order and over the internet. In April 1997 ABC
         formed Alpha Sound and Vision, INc. (Alpha") as a wholly owned
         subsidiary and retail division. In March of 2002 the Company determined
         that the operations of ABC and Alpha should be discontinued so that the
         direction of the Company could be changed to concentrate on the
         activities of its Marx Toys, Inc. subsidiary.

         Effective October 1, 2000 the Company acquired Marx Toys, Inc. ("Marx
         "). "Marx" is located in Sebring, Ohio and sells collectible action
         figures and play sets primarily through the Internet and via
         telemarketing.

         On July 16, 2001, the Company acquired all of the issued and
         outstanding shares of Toontz Toys Inc. ("Toontz"). Toontz is involved
         in the development of intellectual properties, which the Company
         intends to license to third parties for the manufacturer of various
         products and video presentations.

                                       6
<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


Note 1-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         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, 2002. 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.

         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 $774,459 at
         June 30, 2003 and a working capital deficiency of $1,526,191 at June
         30, 2003 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 June 30, 2003.

         USE OF ESTIMATES
         ----------------

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

         REVENUE RECOGNITION AND FINANCIAL STAEMENTS
         -------------------------------------------

         Net sales are recognized at the time merchandise is shipped to
         customers.

         The Securities and Exchange Commissions (SEC) issued Staff Accounting
         Bulletin (SAB) No. 101, "Revenue Rocognition in Financial Statements",
         which provides guidance related to revenue recognition. The Company has
         adopted SAB 101 and it has not had a material impact on the Company's
         consolidated financial position or results of operations, nor did it
         result in the company reporting a change in accounting principles from
         its application.

                                        7
<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


Note 1-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         ADVERTISING COSTS
         -----------------

         The Company expenses all advertising costs as incurred.

         INVENTORIES
         -----------

         Inventories are stated at the lower of cost or market as determined by
         the first-in, first-out method, and consist of collectable action
         figures held for distribution.

         EARNINGS PER COMMON SHARE
         -------------------------

         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 14, 2002 the
         Company affected a 1 for 15 reverse stock split. All calculations and
         share amounts have been adjusted to reflect the post-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.


Note 2-  NOTES AND LOANS PAYABLE

         In April 2001 the Company received cash, totaling $375,000, for which
         promissory notes, due in April 2002, were issued. The notes are
         non-interest bearing. In consideration of the loan the Company has
         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 terminated in April 2003. As of June 30, 2003, the notes have
         not been repaid and the lenders did not exercise their options to
         acquire the common stock.

         In January 2002 the Company borrowed $200,000 under a promissory note
         bearing 12% interest and maturing in January 2003. At June 30, 2003,
         unpaid accrued interest amounted to $36,000 and is included in accrued
         expenses.

         In June 2002 the Company entered into an operating agreement with
         Michael Marx, LLC to sell toys. In November 2002 the agreement was
         rescinded. In connection with the rescinded agreement, the Company owes
         the current LLC member $115,000 which becomes payable on May 15, 2003
         with interest at 8%. At June 30, 2003 unpaid and accrued interest
         amounted to approximately $5,700 and is included in accrued expenses.

                                        8

<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


Note 3-  COMMITMENTS AND CONTINGENCIES

         LEASES
         ------

         A subsidiary leases a warehouse facility in Sebring, Ohio requiring
         minimum annual rent of approximately $42,000. The lease expires in
         April 2005.

         LITIGATION
         ----------

         In February 2002, the Company was named as a defendant in a complaint
         filed by American Plastic EquipmcoverAitsilost.asset complaint alleged
         that substantially all of the assets acquired in the acquisition of
         Marx Toys, Inc. were encumbered as collateral for an obligation due to
         American owed by the former owner of Marx Toys, Inc. In the complaint,
         American asserted that they had filed a security interest against
         certain assets of Marx Toys, Inc. including plastic toy molds and
         non-toy molds stored in two facilities in Mahoning County, Ohio. The
         security interest is in the sum of $675,000 and was recorded prior to
         the Company's acquistion of Marx Toys. The Complaint was pending in the
         Mahoning County Court of Common Pleas. A magistrate and Judge ruled
         against the Company and the assets were seized. At December 31, 2001
         the company provided for the impairment of these assets. The Company
         plans to seek recovery of these assets through a settlement, and the
         Company intends to seek to re

         Three actions are pending against the Company in Florida State Court,
         in Miami-Dade County Florida. Jay Horowitz v. Stereoscape.com, Inc. and
         Marx Toys, Inc., Case No. 02-05 611 CC27. This action asserts various
         causes of action, including money lent ($35,000) and breach of contract
         ($38,220) American Plastic Equipment, Inc. v. Stereoscape.com, Inc. and
         Marx Toys, Inc., Case No. 02-04859 CC 05. This action asserts various
         causes of action, including breach of contract ($5,076), unjust
         enrichment ($5,076), conversion ($482), and breach of oral agreement
         ($798). Steven L. Horowitz v. Stereoscape.com, Inc., 00001-29822 CA 11.
         This action asserts a claim for moneys owed under a promissory note in
         the amount of $50,000. The defendants have answered these complaints,
         asserting various affirmative defenses. To date, no discovery has been
         taken in the cases and the defendants' liability is as yet not
         determinable

                                        9
<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


Note 3-  COMMITMENTS AND CONTINGENCIES (continued)

         EMPLOYMENT AGREEMENT
         --------------------

         As part of the acquistion of Toontz Toys, Inc. the Company entered into
         an employment agreement. 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, the individual shall 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. As of
         June 30, 2003, amounts due under the employment agreement have not been
         paid, but have been accrued in the financial statements.


Note 4-  LICENSING AGREEMENT

         In April 2003 the Company entered into a 3 year licensing agreement to
         market certain toy related products. Minimum royalty payments to be
         paid over the term of the contract are as follows:

                         First Year            $     125,000
                         Second Year                 300,000
                         Third Year                1,000,000
                                               -------------
                                               $   1,425,000
                                               =============


Note 5-  SUBSEQUENT EVENTS

         On July 30. 2003 the Company agreed to acquire 100% of the outstanding
         stock of Aztor Corp. a privately held software development company. The
         cost of the acquistion will be determined after a review of Aztor's
         financial statements.

         During July and August 2003 the Company issued 6,930,000 common shares
         for services valued at approximately $1,000,000.

                                       10
<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


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 Audited
         Consolidated Financial Statements and related notes, which are
         contained elsewhere in this report.

         Results of operations for Marx Toys and Entertainment Corp. and
         subsidiaries are being presented on a consolidated basis.

         Quarter Ended June 30, 2003 compared to Quarter ended June 30, 2002
         -------------------------------------------------------------------

         Net sales for the quarter ended June 30, 2003 decreased 46.2% to
         $22,844 from $42,472 for the quarter ended June 30, 2002. The decrease
         was the result of reduction in consumer spending caused by outside
         economic factors, the effects of the downturn in the economy, and a
         restructuring of the product line.

         Gross profit for the quarter ended June 30, 2003 increased to $6,509
         from a negative ($37,618) for the quarter ended June 30, 2003. As a
         percentage of net sales, gross profit increased to 28.4% in the second
         quarter of 2003 compared to a negative gross profit in the prior year's
         same period. The decrease in gross profit was in part the result of
         lower distribution costs and the higher selling prices for current
         products.

         Selling, general and administrative expenses for quarter ended June 30,
         2003 increased 512% to $528,803 from $86,309 for the quarter ended June
         30, 2002. The increase in selling, general and administrative expense
         was the result of increased consulting fees relating to the redirection
         of the organization.

         Net loss from operations for the quarter ended June 30, 2003 increased
         to ($530,594) compared to a net loss of ($123,927) for the quarter
         ended June 30, 2002. The increase in net loss was due mainly to the
         increased consulting fees described above.

                                       11
<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


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

         Six months ended June 30, 2003 compared to six months ended June 30,
         2002
         --------------------------------------------------------------------

         Net sales for the six months ended June 30, 2003 decreased 58.7% to
         $63,406 from $153,653 for the six months ended June 30, 2002. The
         decrease was the result of reduction in consumer spending caused by
         outside economic factors, the effects of the downturn in the economy,
         and a restructuring of the product line.

         Gross profit for the six months ended June 30, 2003 increased to
         $18,481 from a negative ($64,174) for the six months ended June 30,
         2003. As a percentage of net sales, gross profit increased to 29.1% in
         the six months of 2003 compared to a negative in the prior years same
         period. The increase in gross profit was in part the result of lower
         distribution costs and the higher selling prices of current products.

         Selling, general and administrative expenses for six months ended June
         30, 2003 increased 83.3% to $776,340 from $423,625 for the six months
         ended June 30, 2002. The increase in selling, general and
         administrative expense was the result of increased consulting fees
         relating to the redirection of the organization.

         Net loss from continuing operations for the six months ended June 30,
         2003 increased to $774,459 compared to a net loss of $487,799 for the
         six months ended June 30, 2002. The increase in net losses was due in
         part to the increased consulting fees described above.

         The Company expects to require additional capital and at the present
         time has no definitive plans but it 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
         to raise such capital.

                                       12
<PAGE>

               MARX TOYS AND ENTERTAINMENT CORP. AND SUBSIDIARIES
                         (Formerly stereoscape.com inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


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

         Liquidity and Capital Resources
         -------------------------------

         At June 30, 2003 the Company had an equity deficiency of $1,451,191,
         which represents a decrease of $195,209 in the net equity of
         ($1,255,982) at December 31, 2002.

         The Company has historically financed its business through cash flow
         from operations the issuance of common stock for services and
         borrowings from executives and third parties, which may be utilized
         from time to time.

         Anticipated Future Growth
         -------------------------

         Management believes that the future growth of the Company will be the
         result of restructuring of its core businesses. In this effort the
         Company intends to consider these four efforts; (1) expand the toy
         sales to major national and regional retailers, (2) pursue promotional
         deals for the sale of vintage Marx products on a large scale, (3)
         expand the toy line to include products licensed and sold under the
         Marx name, (4) entering into a strategic alliance with a strong partner
         in the entertainment and animation industry for animation and licensing
         prospects.

         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 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
         purchased products at competitive prices; and inadequate or
         unsatisfactory financing sources.

                                       13

<PAGE>

Item 3   Controls And Procedures

         Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely altering them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings.



Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

In February 2002, the Company was named as a defendant in a complaint filed by
American Plastic Equipment "American." The complaint alleged that substantially
all of the assets acquired in the acquisition of Marx Toys, Inc. were encumbered
as collateral for an obligation due to American owed by the former owner of Marx
Toys, Inc. In the complaint, American asserted that they had filed a security
interest against certain assets of Marx Toys, Inc including plastic toy molds
and non-toy molds stored in two facilities in Mahoning County, Ohio. The
security interest is in the sum of $675,000 and was recorded prior to the
Company's acquisition of Marx Toys. The Complaint was pending in the Mahoning
County Court of Common Pleas. A magistrate and Judge ruled against the Company
and the assets were seized. At December 31, 2001 the Company provided for the
impairment of these assets. The Company plans to seek recovery of these assets
through a settlement, and the Company intends to seek to recover its lost assets
from the former owner of Marx through all legal means necessary.

Three actions are pending against the Company in Florida State Court, in
Miami-Dade County Florida. Jay Horowitz v. Stereoscape.com, Inc. and Marx Toys,
Inc., Case No. 02-05 611 CC27. This action asserts various causes of action,
including money lent ($35,000) and breach of contract ($38,220) American Plastic
Equipment, Inc. v. Stereoscape. Com, Inc. and Marx Toys Inc., Case No.02-04859
CC 05. This action asserts various causes of action, including breach of
contract ($5,076), unjust enrichment ($5,076), conversion ($482), and breach of
oral agreement ($798). Steven L. Horowitz v. Stereoscape. Com, Inc.,00001-29822
CA 11. This action asserts a claim for moneys owed under a promissory note in
the amount of $50,000. The defendants have answered these complaints, asserting
various affirmative defenses. To date, no discovery has been taken in the cases
and the defendants' liability is as yet not determinable.

                                       14
<PAGE>

The Company was served in an action titled, Michael Tempura v. Stereoscape.com,
Inc., and Steven Wise, in the Supreme Court of the State of New York, County of
New York, Index No.: 02-127801. The Company has filed an answer to the actions.
The action seeks to recover for an investment into the company and seeks a total
of $25,000.00. Discovery has begun with respect to the action, and a conference
is schedule with the Court. The Company has made a settlement offer to the
plaintiff and is awaiting a decision at this time. It is not anticipated that
the action would have a material affect on the operations of the Company,
assuming the Company is able to complete its financing plans.


Item 2   Changes in Securities

         None


Item 3   Defaults upon Senior Securities

         None


Item 4   Submission of Matters to a Vote of Security Holders

         None


Item 5   Other Information

         None


Item 6.  Exhibits and reports on Form 8-K

(a) Exhibits:

(99.1) Certification of Chief Executive Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K:

On August 15, 2003, the Company filed an 8-K with respect to and event on August
8, 2003, that being the change of Independent Auditors, on Item 4.

                                       15
<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 by the
undersigned, thereunto duly authorized.

Marx Toys and Entertainment Corp.
(Formerly Stereoscape.com Inc.)

By: /s/ STEVE WISE                                            August 19, 2003
    --------------------------------------
    Steve Wise,
    Chief Executive Officer, Sole Officer and Director


                                       16
<PAGE>

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 Marx Toys
and Entertainment Corp.:
         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. I am 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) (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. 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:    August 19, 2003


/s/ STEVE WISE
--------------------------------
Steve Wise
Chief Executive Officer
Sole Officer and Director

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