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, 2001

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

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

            Nevada                                    06-1469654
   (State or other jurisdiction           (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, 2001.

          Title of Each Class                    Number of Shares Outstanding
Common Stock, $.001 par value per share                   141,178,610

<PAGE>
                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                  June 30, 2001

                                     ASSETS
Current Assets:
          Cash                                                        $ 487,679
          Accounts and notes receivable                                  46,974
          Inventories                                                   618,727
          Other current assets                                           35,098
                                                                 ---------------

Total Current Assets                                                  1,188,478

Property and Equipment - Net                                            947,918
Other assets                                                             28,803
                                                                 ---------------

TOTAL ASSETS                                                        $ 2,165,199
                                                                 ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                   LIABILITIES
Current Liabilities:
          Accounts payable                                            $ 306,040
          Merchandise credits                                            94,345
          Notes and loans payable                                       445,752
          Accrued expenses and other current liabilities                272,964
                                                                 ---------------
Total Current Liabilities                                           $ 1,119,101
Commitments and Contingencies
                              STOCKHOLDERS' EQUITY

Common Stock
          Par value $.001 - 200,000,000 shares authorized,
             141,178,610 shares issued and outstanding                  141,179
Additional paid in capital                                            2,821,599
Deficit                                                              (1,916,680)
                                                                 ---------------
Total Stockholders' Equity                                            1,046,098


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 2,165,199
                                                                 ===============

         See notes to the consolidated financial statements (unaudited).

                                       2
<PAGE>

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

                                  For the Three Months      For the Six Months
                                       Ended June 30,          Ended June 30,
                                     2001        2000         2001       2000
                                ------------------------------------------------

Sales                            $ 282,735    $ 442,33    $ 855,974 $ 1,301,937


Cost of sales                      105,967     354,384      515,988   1,038,417
                                ------------------------------------------------


Gross profit (loss)                176,768      87,948      339,986     263,520


Selling, General and
   Administrative                  384,538     194,975      827,651     485,163
                                ------------------------------------------------


Net (Loss)                      $ (207,770) $ (107,027)  $ (487,665) $ (221,643)
                                ================================================





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

Weighted average number of
   shares, basic and diluted   123,302,236  53,044,964  123,302,236  53,044,964


                                       3
<PAGE>

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

                                                       For the Six Months Ended
                                                               June 30,
                                                        2001              2000
                                                  ------------------------------

Cash flows from operating activities:
          Net (loss)                               $ (487,665)       $ (221,643)
Adjustments to reconcile net loss to net
   cash used in operations:
          Depreciation and amortization                17,465             1,892
     Changes in operating assets:
          Accounts and notes receivable               (23,612)            1,911
          Inventories                                (341,579)          (36,504)
          Other current assets                         27,601            35,001
     Changes in operating liabilities:
          Accounts payable                             83,687            14,586
          Merchandise credits                          (5,876)           47,240
          Notes and loans payable                          -                 -
          Accrued expenses and other current
             liabilities                               (6,929)          (13,804)

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

Net cash used in operating activities                (736,908)         (171,321)

Cash flow from investing activities:
          Purchase of fixed assets                    (13,350)               -
                                                  ------------------------------

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

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

Cash flow from financing activities:
          Issuance of capital stock                   731,249           177,500
          Increase in other assets                     (3,500)               -
          Proceeds from loan payable                  300,000                -
                                                  ------------------------------


Net cash provided by financing activities           1,027,749           177,500

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



Increase in cash                                      277,491             6,179

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

Cash, end of period                                  $487,679           $ 9,736
                                                  ==============================
Supplemental disclosure of cash flow information:
          Interest paid                                $5,125           $ 1,069
          Income taxes paid                                -                 -


                                       4
<PAGE>


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



     NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

     stereoscape.com,  inc. (the  "Company")  was  established in 1988 under the
name Alliance  Health  Enterprises,  Inc. In April 1997 the  Company's  Board of
Directors  approved a change in the Company's  name from Alliance  Technologies,
Inc. at which time the Company acquired American Buyers Club International, Inc.
("ABC").  In April,  1997 ABC formed  Alpha Sound and  Vision,  Inc. as a wholly
owned subsidiary.  In December 1998 the Company's Board of Directors  approved a
change in the Company's name to stereoscape.com, inc.
     On August 23, 2000 the Company entered into a stock purchase agreement with
the  principals  of  epiggybank.com,   inc.  ("epiggybank"),   a  financial  and
educational  web sight for  children.  The terms of the  agreement  included the
transfer,  to the Company, of the "epiggybank" name, trademarks and intellectual
properties,  and other  assets being used in the  seller's  business.  Since the
sellers  have been  unable to deliver a valid  trademark  for  "epiggybank"  the
Company is in the process of  rescinding  the  transaction,  and to that end has
halted the shares issued in the transaction.
     Effective  October 1, 2000 the Company  acquired Marx Toys, Inc.  ("Marx").
"Marx" is located in North Miami,  Florida and sells collectible  action figures
and play sets primarily through the internet and via telemarketing.
     "ABC" is located in  Freehold,  New  Jersey  and sells  high  quality  home
entertainment   equipment.   Substantially  all  business  is  obtained  through
advertising in trade magazines and via the Internet.

     FINANCIAL STATEMENT PRESENTATION

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

     INVENTORIES

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

     DEPRECIATION AND AMORTIZATION

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

     ADVERTISING COSTS

     The  Company  expenses  production  costs of print,  radio  and  television
advertisements  as of the first date the  advertisements  take place.  All other
advertising  costs are expensed as incurred.  Advertising  expenses  included in
selling, administrative and general expenses were $28,792 in 2001 and $49,553 in
2000.

     EARNINGS PER COMMON SHARE

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

     REVENUE RECOGNITION AND FINANCIAL STATEMENTS


     Net sales are recognized at the time  merchandise is released or shipped to
customer.

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


                                       5
<PAGE>

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



     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

     USE OF ESTIMATES

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

     WARRANTY

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

     NEW ACCOUNTING PRONOUNCEMENTS

     Effective in 1998, the Company  adopted  Statement of Financial  Accounting
Standards No.130,  Reporting  Comprehensive Income ("SFAS No. 130"). The Company
has no items of comprehensive income.

     The  Company  adopted  Statement  Financial  Accounting  Standard  No.131,"
Disclosures  about  Segments of an  Enterprise  and Related  Information"  . The
Company's  implementation  of this  standard  does not have  any  effect  on the
financial statements.

     LONG-LIVED ASSETS

     In  accordance  with  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to be  Disposed  of,"  long-lived
assets to be held and used by the Company are reviewed to  determine  whether an
event or change in circumstances indicates that the carrying amount of the asset
may not be recoverable.  For long-lived  assets to be held and used, the Company
bases its evaluation on such impairment  indicators as the nature of the assets,
the  future   economic   benefit  of  the  assets,   any  historical  or  future
profitability  measurements,  as well as other  external  market  conditions  or
factors that may be present. If such impairment  indicators are present or other
factors  exist that  indicate  that the carrying  amount of the asset may not be
recoverable,  the Company  determines whether an impairment has occurred through
the use of an undiscounted cash flows analysis of assets at the lowest level for
which  identifiable  cash flows exist.  If impairment has occurred,  the Company
recognizes  a loss  for the  difference  between  the  carrying  amount  and the
estimated  value of the  asset.  The fair value of the asset is  measured  using
discounted  cash flow  analysis or other  valuation  techniques.  No  impairment
expense was  recognized  in either the six month  periods ended June 30, 2001 or
2000.

     CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION

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

                                       6
<PAGE>

     INCOME TAXES

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

     CONCENTRATION OF CREDIT RISK

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


     NOTE 2 - ACQUISITIONS

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

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

     On August 23, 2000 The Company entered into a stock purchase agreement with
the   principals  of   epiggybank.com,   inc.("epiggybank"),   a  financial  and
educational  web site for  children.  The terms of The  agreement  included  the
transfer,  to The Company, of the "epiggybank" name, trademarks and intellectual
properties,  and other  assets being used in the  seller's  business.  Since the
sellers  have been  unable to deliver a valid  trademark  for  "epiggybank"  the
Company is in the process of  rescinding  the  transaction,  and to that end has
halted the shares  issued in the  transaction.  For  purposes  of balance  sheet
presentation  the shares  issued in the  transaction  have been  recorded at par
value.  In May 2001 the Company  instituted a lawsuit  against the principals of
"epiggybank" to recover all shares previously issued to them.


     NOTE 3 - FIXED ASSETS, at cost

     Fixed assets consists of the following at June 30, 2001:

            Furniture and fixtures                      $  54,488
            Molds                                         942,162
            Leasehold improvements                          5,974
                                                       -----------

                                                        1,002,624
            Less-accumulated depreciation                ( 54,706)
                                                       -----------

                                                         $947,918
                                                       -----------


                                       7
<PAGE>

     NOTE 4 - COMMITMENTS

     The Company and a subsidiary  lease  office  facilities  in  Freehold,  New
Jersey  and  No.Miami,  Florida,  and  warehouse  facilities  in  Sebring,  Ohio
requiring  minimum  annual rent of  approximately  $101,400.  The leases  expire
between May 2002 and April 2006.  The leases  require the Company to pay various
operating  expenditures  of the  facilities  and  contain  provisions  for  rent
escalations.  Rent  expense  totaled  $52,739  and  $23,100  for 2001 and  2000,
respectively.

     Future minimum  commitments  under operating lease  arrangements are due as
follows:


Years Ending December 31,                               Amount
---------------------------------------------------------------------


2001                                                        $ 51,600
2002                                                          97,752
2003                                                          93,816
2004                                                          55,208
                                                   ------------------
                                                           $ 312,214
                                                   ==================


     NOTE 5 - INCOME Taxes

     The  Company  has   available  net   operating   loss  carry   forwards  of
approximately  $1,917,000  for federal and state income taxes  expiring  between
2003 and 2119 to offset future taxable income.
     A deferred tax asset  results from the benefit of utilizing  net  operating
loss carry forwards in future years. A valuation allowance has been provided for
the entire benefit.
     The Company  will  continue to assess the  recoverability  of its  deferred
income  tax  asset  and  adjustments  may be  necessary  based  on the  evidence
available at that time. The difference  between the expected rate of tax and the
actual tax expense  relates  entirely  to state tax  expense  and the  valuation
allowance.

     Note 6- SUBSEQUENT EVENTS

     Subsequent  to the quarter end, the Company  acquired all of the issued and
outstanding  shares  of  Toontz  Toyz,  Inc.,  a  New  Jersey  corporation.  The
transaction  included the issuance of 10,000,000 shares of stereoscape's  common
stock. For a complete detail of the transaction see Form 8K to be filed within a
few days of this filing.

<PAGE>

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

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

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

     Three  Months  Ended June 30, 2001  Compared to Three Months Ended June 30,
2000

     Net sales for the three  months  ended  June 30,  2001  decreased  36.1% to
$282,735  from  $442,332 for the three months ended June 30, 2000.  The decrease
was the  result of further  elimination  of low  margin  sales and a  cautionary
buying  trend in high end,  discretionary  items,  caused by a  slowdown  in the
economy.

     Gross  profit for the three months  ended June 30, 2001  increased  101% to
$176,768  from $87,948 for the three months ended June 30, 2000. As a percentage
of net sales,  gross profit  increased  to 62.5% in the 2001 period  compared to
19.9% in the 2000 period. The increase was the result of further  elimination of
low margin sales, more emphasis placed on higher end home entertainment  sector,
and the sale of higher margin toy products.

     Selling, general and administrative expenses for the three month ended June
30, 2001  increased  97.2% to $384,538  from $194,975 for the three months ended
June 30, 2000. The increase in selling,  general and administrative expenses was
the result of additional overhead from "Marx". The Company succeeded in reducing
expenses in the audio division,  primarily as result of downsizing of the office
and warehouse personnel.

     Net losses for the three months ended June 30, 2001  increased to a loss of
($207,770)  compared to a loss of ($107,027) for the three months ended June 30,
2000.  This was due to a down turn in the overall  economy,  which  effected the
sales of high priced,  discretionary  items and additional start up expenses for
"Marx".

                                       8
<PAGE>

     Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

     Net  sales  for the six  months  ended  June 30,  2001  decreased  34.2% to
$855,974 from  $1,301,937  for the six months ended June 30, 2000.  The decrease
was the  result of further  elimination  of low  margin  sales and a  cautionary
buying  trend in high end,  discretionary  items,  caused by a  slowdown  in the
economy.

     Gross  profit for the six months  ended June 30,  2001  increased  29.0% to
$339,986  from  $263,520 for the six months ended June 30, 2000. As a percentage
of net sales,  gross profit  increased  to 39.7% in the 2001 period  compared to
20.2% in the 2000 period. The increase was the result of further  elimination of
low margin sales, more emphasis placed on higher end home entertainment  sector,
and the sale of higher margin toy products.

     Selling,  general and administrative  expenses for the six month ended June
30, 2001 increased 70.6% to $827,651 from $485,163 for the six months ended June
30, 2000. The increase in selling,  general and administrative  expenses was the
result of additional overhead from "Marx", which totaled approximately  $412,000
for the six months  ended June 30,  2001.  The  Company  succeeded  in  reducing
expenses in the audio division,  primarily as result of downsizing of the office
and warehouse personnel .

     Net losses for the six months  ended June 30, 2001  increased  to a loss of
($487,655)  compared to a loss of  ($221,643)  for the six months ended June 30,
2000.  This was due to a down turn in the overall  economy,  which  effected the
sales of high priced,  discretionary  items and additional start up expenses for
"Marx".

     Liquidity and Capital Resources

     At June 30,  2001 the  Company  had  stockholders'  equity  of  $1,046,098,
whereas, at June 30, 2000 the yCompan had an equity deficit of ($635,419).

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

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

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

                                       9
<PAGE>

     Anticipated Future Growth

     Management  believes  that the  future  growth of the  Company  will be the
result  of  focusing  on the  restructuring  of  its  core  businesses,  thereby
increasing  the  profitability.  In this effort the Company  intends to consider
these four  efforts;  (1) expand the toy sales to  include  major  national  and
regional retailers,  (2) expand home theatre sales to go beyond the consumer and
reach out to  industrial  markets and  business to business  relationships,  (3)
pursue promotional deals for the sale of vintage Marx products on a large scale,
(4) consider acquisitions of other companies in the toy and home theatre related
industries.

     Forward Looking Statements

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

                                       10
<PAGE>
PART II - OTHER INFORMATION



Item 6.  Exhibits and reports on Form 8-K

(a)       Exhibits

                  None

(b)      Reports filed on Form 8K

                  None


                                       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 17, 2001
               -------------------
                   Mario Bassani
                   President (Principal Executive Officer)
                   Chairman of the Board

         By:   /s/ Steve Wise                                  August 17, 2001
               --------------
                   Steve Wise
                   Director

         By:   /s/ Gary B. Hyman                               August 17, 2001
               -----------------
                   Gary B. Hyman
                   Chief Financial Officer
                   Director



                                       12