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 June 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 June 30, 2002

         Title of Each Class                     Number of Shares Outstanding
Common Stock, $.001 par value per share                  180,068,610


<PAGE>

                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  JUNE 30, 2002

                                     ASSETS
Current Assets
          Cash                                                      $     5,326
          Accounts and notes receivable                                  64,324
          Inventories                                                   514,692
          Other current assets                                           43,597
                                                                     -----------

          Total Current Assets                                          627,939

Property and equipment, at cost, net                                     12,620

Intangible assets, Net                                                  161,642

Other Assets                                                                783
                                                                     -----------

TOTAL ASSETS                                                        $   802,984
                                                                     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
          Accounts payable                                          $   413,640
          Accrued expenses and other current liabilities                100,312
          Merchandise credits                                            80,939
          Notes and loans payable                                       682,781
                                                                     -----------
            Total Current Liabilities                                 1,277,672
                                                                     -----------

Commitments and Contingencies                                                -

                              STOCKHOLDERS' EQUITY
Common Stock
          Par value, $.001, 200,000,000 shares authorized,
             180,068,610 shares issued and outstanding                  180,069
Additional paid in capital                                            2,455,272
Deficit                                                              (3,110,029)
                                                                     -----------

Total Stockholders' Equity                                             (474,688)
                                                                     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   802,984
                                                                     ===========

           See notes to consolidated financial statements (unaudited)

                                       2
<PAGE>

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

                      For the Three Months Ended      For the Six Months Ended
                                June 30,                      June 30,
                           2002         2001            2002            2001
                      ----------------------------------------------------------

Sales                 $   42,472     $ 282,735       $ 153,653       $ 855,974


Cost of sales             80,090       105,967         217,827         515,988
                      ----------------------------------------------------------

Gross profit             (37,618)      176,768         (64,174)        339,986


Selling, General and
Administrative expenses   86,309       384,538         423,625         827,651
                      ----------------------------------------------------------


Net Loss              $ (123,927)    $(207,770)      $(487,799)      $(487,665)
                      ==========================================================



Net Loss per share,
 basic and diluted    $   (0.001)    $  (0.002)      $  (0.003)      $  (0.004)

Weighted average
number of shares,
basic and diluted    180,068,610   123,302,236     180,068,610     121,251,814


           See notes to consolidated financial statements (unaudited)

                                       3
<PAGE>

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


                                                    For The Six Months Ended
                                                            June 30,
                                                     2002             2001
                                              ----------------------------------
Cash flows from operating activities:
          Net loss                               $ (487,799)      $(487,665)
Adjustments to reconcile net loss to
   net cash used in operations:
          Depreciation and amortization              25,640          17,465
     Changes in operating assets:
          Accounts and notes receivable             (45,818)        (23,612)
          Inventories                               188,178        (341,579)
          Other current assets                       43,490          27,601
     Changes in operating liabilities:
          Accounts payable                           19,104          83,687
          Accrued expenses payable                  (13,127)         (6,929)
          Merchandise credits                        (2,806)         (5,876)
          Notes and loans payable                   190,000              -
                                              ----------------------------------

Net cash used in operating activities               (83,138)       (736,908)
                                              ----------------------------------

Cash flow from investing activities:
          Disposal of fixed assets                   44,809         (13,350)

                                              ----------------------------------
Net cash used in investing activities                44,809         (13,350)
                                              ----------------------------------

Cash flow from financing activities:
          Proceeds from issuance of
                capital stock                            -          731,249
          (Increase) decrease in
                other assets                         10,249          (3,500)
          Proceeds from loans payable                    -          300,000
                                              ----------------------------------

Net cash provided by financing activities            10,249       1,027,749
                                              ----------------------------------

Increase (decrease) in cash                         (28,080)        277,491

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

Cash, end of period                              $    5,326       $ 487,679
                                              ==================================

Supplemental disclosure of cash flow information:
          Interest paid                          $       -        $   5,125
Supplementary Disclosure of Non-Cash Transactions:

     In 2001 the  Company  issued  10,000,000  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.

           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
American Buyers Club  International,  Inc. ("ABC") subsidiary sells high quality
home entertainment  equipment to customer obtained through  advertising in trade
magazines  and  via  the  Internet.  The  Company's  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 will license
to  manufacturers  for  the  production  of  various  products  covered  by  the
intellectual properties.

     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  ($487,799) at June
30, 2002 and a working capital  deficiency of  approximately  ($649,733) at June
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 June
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.

                                       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 June 30, 2002:


              Furniture & equipment                      $ 57,541

              Leasehold improvements                   (Note below)
                                                      ----------------
                 Total cost                                57,541

              Less accumulated depreciation               (44,921)
                                                      ----------------

                                                         $ 12,620
                                                      ================

NOTE:Subsequent to the balance sheet date the Company abandoned the leasehold in
     Freehold,  NJ and is attempting to sub-lease the premises.  It is uncertain
     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 June 30, 2002.


NOTE 4 - INVENTORIES

     Inventories consist of the following at June 30, 2002:


              Stereo equipment                       $  42,069

              Toys & collectables                      472,623

                                                    ------------
              TOTAL                                  $ 514,692
                                                    ============


NOTE 5 - INTANGIBLE ASSETS

     Trademarks,  domain  names,  copyrights  and other  intangible  assets  are
recorded at cost less  accumulated  amortization of $18,358 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.

                                       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 3,900,000 shares of their common stock at an exercise
price of $.04 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 $69,362,  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 10,000,000 shares of stock.

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
$32,823.47 and $52,739 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. The Company has commenced  litigation  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-.


NOTE 9- INCOME Taxes

     The  Company  has   available  net   operating   loss  carry   forwards  of
approximately  $3,100,000  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 June 30, 2002 is summarized as follows:


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

Home theatre                                    $  29,669       $ (205,571)
Toy products                                      123,984         (189,790)
Intellectual properties development                     -           (2,080)
                                        ------------------   --------------
   Total Segment                                  153,653         (397,441)
Eliminations and other
corporate income(expenses)                              -          (90,358)
                                        ------------------   --------------
Consolidated                                    $ 153,653       $ (487,799)
                                        ==================   ==============


                                               Depreciation
                             Capital         and Amortization     Identifiable
                            Expenditures         Expense             Assets

 Home theatre                       -                 $  3,626        $  46,414
 Toy products                       -                   19,514          590,190
 Intellectual properties            -                    2,500           71,414
    development
 Corporate                          -                       -            94,966
                          --------------   --------------------  ---------------
 Consolidated                       -                 $ 25,640        $ 802,984
                          ==============   ====================  ===============


Note 11- SUBSEQUENT EVENTS


     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.

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

     Net sales for the three  months  ended  June 30,  2002  decreased  85.0% to
$42,472 from $282,735 for the three months ended June 30, 2001. The decrease was
the  results of a  management  decision  to  redirect  its effort  from its home
theater  division to its Marx Toys  division,  for which sales are, have not yet
developed.

     Gross profit (loss) for the three months June 30, 2002 decreased  121.2% to
a loss of ($37,619)  versus a profit of $176,768 for the three months ended June
30,  2001.  The  decrease  was the  result of an overall  reduction  of 75.0% in
revenues and a $25,000 increase in the provision for obsolete inventory.

     Selling,  general and  administrative  expenses  for the three months ended
June 30, 2002  decreased  $298,229 from $384,538 for the three months ended June
30,  2001.  The decrease was the result of  downsizing  due to the  reduction in
revenues.

     Net losses for the three months ended June 30, 2002 were ($123,927)  versus
($207,770)  for the three  months  ended June 30,  2001.  This  decrease was the
result of a reduction in revenues and a downsizing of the operations.


Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001

     Net sales for the six  months  ended  June 30,  2002  decreased  82.1.6% to
$153,653 from $855,974 for the six months ended June 30, 2001.  The decrease was
the  results of a  management  decision  to  redirect  its effort  from its home
theater  division to its Marx Toys  division,  for which sales are, have not yet
developed.

     Gross profit (loss) for the six months June 30, 2002 decreased  118.9% to a
loss of ($64,174)  versus a profit of $339,986 for the six months ended June 30,
2001.  The decrease was the result of an overall  reduction of 82.1% in revenues
and a $75,000 increase in the provision for obsolete inventory.

                                       10
<PAGE>

     Selling,  general and administrative expenses for the six months ended June
30, 2002  decreased  $404,026  from  $827,651  for the six months ended June 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 six months  ended June 30, 2002 were  ($487,799)  versus
($487,665) for the six months ended June 30, 2001.  This decrease was the result
of a reduction in revenues.

Liquidity and Capital Resources

     At June 30, 2002 the Company had an equity deficit of ($474,688),  whereas,
at June 30,  2001 the  Company  had  Stockholders'  equity of  $1,046,098.  This
reduction was due in part to the impairment write-downs taken as of December 31,
2001, 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>

                                   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                                 August 16, 2002
     -------------------
          Mario Bassani
          Chief Executive Officere
          Principal Executive Officer
          Principal Accounting Officer
          Chairman of the Board


By:   /s/ Steve Wise                                    August 16. 2002
     ----------------
          Steve Wise
          Director

                                       12