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

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

                      For the quarter ended March 31, 2002

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

                         Commission file number 0-25037

                              stereoscape.com,inc.
                 (Name of small business issuer in its charter)

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

                 704 Ginesi Drive, Morganville, New Jersey 07751
                    (Address of principal executive offices)

                                 (732) 617-8600
                           (Issuer's telephone number)
                        ---------------------------------

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Number of shares  outstanding  of each of the  issuer's  classes  of common
equity as of March 31, 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)
                                 MARCH 31, 2002

                                     ASSETS
Current Assets
          Cash                                                         $ 61,122
          Accounts and notes receivable                                  32,242
          Inventories                                                   600,850
          Other current assets                                           41,365
                                                                   -------------
            Total Current Assets                                        735,579
                                                                   -------------

Property and equipment, at cost, net                                     18,218

Inrangible assets, net                                                  171,571

Other Assets                                                             10,667
                                                                   -------------

TOTAL ASSETS                                                          $ 936,035
                                                                   =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
          Accounts payable                                            $ 360,247
          Accrued expenses and other current liabilities                160,023
          Merchandise credits                                            83,745
          Notes and loans payable                                       682,781
                                                                   -------------

            Total Current Liabilities                                 1,286,796
                                                                   -------------

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                                                              (2,986,102)
                                                                   -------------

Total Stockholders' Equity                                             (350,761)
                                                                   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 936,035
                                                                   =============



           See notes to consolidated financial statements (unaudited).

                                       2
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                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     For the Three Months Ended
                                                               March 31,
                                                          2002            2001
                                                    ----------------------------

Sales                                                 $ 111,181       $ 573,239


Cost of sales                                           137,737         410,021
                                                    ----------------------------

Gross profit (loss)                                     (26,556)        163,218


Selling, General and Administrative expenses            337,316         443,113
                                                    ----------------------------

Net Loss                                             $ (363,872)     $ (279,895)
                                                    ============================



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

Weighted average number of
   shares, basic and diluted                        180,068,610     119,178,610


           See notes to consolidated financial statements (unaudited)

                                       3
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                 stereoscape.com, inc. AND SUBSIDIARY COMPANIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                      For the three months ended
                                                                March 31,
                                                          2002             2001
                                                      --------------------------
Cash flows from operating activities:
          Net loss                                   $ (363,872)      $(279,895)
Adjustments to reconcile net loss to net cash
  used in operations:
          Depreciation and amortization                  10,113           8,724
     Changes in operating assets:
          Accounts and notes receivable                 (13,736)         (4,914)
          Inventories                                   102,020        (103,671)
          Other current assets                           45,722          32,812
     Changes in operating liabilities:
          Accounts payable                              (34,289)         37,669
          Accrued expenses payable                       46,584         (10,437)
          Merchandise credits                                -           (5,876)
          Notes and loans payable                       (10,000)              -
                                                      --------------------------

Net cash used in operating activities                  (217,458)       (325,588)
                                                      --------------------------

Cash flow from investing activities:
          Reduction in (purchase of) fixed assets        44,809         (11,057)
          Reduction in other assets                         365               -
                                                      --------------------------

Net cash used in investing activities                    45,174         (11,057)
                                                      --------------------------

Cash flow from financing activities:
          Issuance of capital stock                           -          25,000
          Proceeds of loans payable                     200,000         300,000
                                                      --------------------------

Net cash provided by financing activities               200,000         325,000
                                                      --------------------------

Increase (decrease) in cash                              27,716         (11,645)

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

Cash, end of period                                    $ 61,122       $ 198,543
                                                      ==========================

Supplemental disclosure of cash flow information:
          Interest paid                                 $ 1,730         $ 2,504

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 - ORGANIZATION AND BASIS OF PRESENTATION

     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 inters company 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 ($363,872) at March
31, 2002 and a working capital  deficiency of approximately  ($551,000) at March
31, 2002. which 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 March
31, 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 March 31, 2002:


     Furniture & equipment                                      $ 57,541

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

          Total cost                                              57,541

     Less accumulated depreciation                               (39,323)
                                                           ----------------

                                                                $ 18,218
                                                           ================

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 uncetain
     if any of the  cost  of  leasehold  improvements  will  be  recovered  and,
     accordingly,  the Company has reserved  the entire  value of the  leasehold
     improvements at March 31, 2002


     NOTE 4 - INVENTORIES

     Inventories consist of the following at March 31, 2002:


           Stereo equipment                                      $67,069

           Toys & collectables                                   533,781

                                                             ------------
           TOTAL                                                $600,850
                                                             ============


     NOTE 5 - INTANGIBLE ASSETS

     Trademarks,  domain  names,  copyrights  and other  intangible  assets  are
recorded at cost less  accumulated  amortization  of $8,429 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 office  facilities in Morganville,  New
Jersey and warehouse  facilities in Sebring,  Ohio requiring minimum annual rent
of  approximately  $78,576.  The leases  expire  April 2004 and April 2006,  and
require the Company to pay various operating  expenditures of the facilities and
contain  provisions  for rent  escalations.  Rent  expense  totaled  $39,633 and
$35,581 for 2001 and 2000,  respectively.  The New Jersey  facility  contains an
option to renew and is guaranteed by a former Officer of the Company.

                                       7
<PAGE>

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


     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.


     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  $2,986,000  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 March 31, 2002 is summarized as follows:

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

         Home theatre                              $ 26,791          $ (153,222)
         Toy products                                84,390          $ (114,564)
         Intellectual properties development              -             (26,490)
                                                 -----------     ---------------
            Total Segment                           111,181            (294,276)
         Eliminations and other
         corporate income(expenses)                       -             (69,596)
                                                 -----------     ---------------
         Consolidated                             $ 111,181            (363,872)
                                                 ===========     ===============

                                                  Depreciation
                                   Capital      and Amortization    Identifiable
                                 Expenditures       Expense            Assets
                                ------------------------------------------------
Home theatre                            -          $ 1,813            $ 137,911
Toy products                            -            7,050              631,099
Intellectual properties development     -            1,250               68,754
Corporate                               -                -               98,271
                                   --------        ---------         -----------
Consolidated                            -         $ 10,113            $ 936,035
                                   ========        =========         ===========


     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 March 31, 2002  Compared to Three Months Ended March 31,
2001

     Net sales for the three  months  ended  March 31, 2002  decreased  80.6% to
$111,181 from  $573,239 for the three months ended March 31, 2001.  The decrease
was the result 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 March 31, 2002 decreased 116.3% to
a loss of ($26,556) versus a profit of $163,218 for the three months ended March
31,  2001.  The  decrease  was the  result of an overall  reduction  of 80.6% in
revenues and a $50,000 increase in the provision for obsolete inventory.

     Selling,  general and  administrative  expenses  for the three months ended
March 31, 2002 decreased $337,316 from $410,021 for the three months ended March
31,  2001.  The decrease was the result of  downsizing  due to the  reduction in
revenues.

     Net losses for the three months ended March 31, 2002 were ($363,872) versus
($279,895)  for the three  months ended March 31,  2001.  This  decrease was the
result of a reduction in revenues.

     Liquidity and Capital Resources

     At March 31, 2002 the Company had an equity deficit of ($350,761), whereas,
at March  31,  2001 the  Company  had  Stockholders'  equity of  $547,619.  This
reduction was due in part to the impairment write-downs taken as of December 31,
2001, as well as operating.

     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.

                                       10
<PAGE>

     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.

                                       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                                   May 20, 2002
               -------------------
                   Mario Bassani
                   President
                   Principal Executive Officer
                   Principal Accounting Officer
                   Chairman of the Board

         By:   /s/ Steve Wise                                      May 20, 2002
                   --------------
                   Steve Wise
                   Director

                                       12
<PAGE>