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

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

                      For the year ended December 31, 1999

[   ]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 incorporation  or  organization)           (IRS Employer identification no.)

 3440 Highway 9 South, Freehold, New Jersey                    07728
 (Address of principal executive offices)                    (Zip Code)

                                 (732) 462-7767
                           (Issuer's telephone number)
                        ---------------------------------
 Securities registered under section 12(b) of the Exchange Act:

  Title of each class            Name of each exchange on which registered
 ______________________       _____________________________________________
 ______________________       _____________________________________________

 Securities   registered  under  Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)

     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.........

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is met contained in this form,  and no disclosure  will be
contained,  to  the  best  of  registrant's   knowledge,   definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )

State issuer's revenues for its most recent fiscal year:
Revenues for the year ended December 31, 1999 were $4,112,334.

     State the aggregate market value of the voting stock held by non-affiliates
computed  by  reference  to the  price at which  the  stock  was  sold,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the  Exchange  Act).  Note;  If  determining  whether  a  person  is an
affiliate will involve unreasonable effort and expense, the issuer may calculate
the aggregate  market value of the common equity held by  non-affiliates  on the
basis of reasonable assumptions, if the assumptions are stated.

     The aggregate market value of the voting stock held by non-affiliates as of
March 3, 2000 is $4,829,668.50.

                         (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 REGISTRANTS)
     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest practicable date.

          Title of Each Class                    Number of Shares Outstanding
Common Stock, $.001 par value per share          3,345,727 (as of March 3,2000)

                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

     Transitional Small Business Disclosure Format (Check one): Yes ; No .

<PAGE>
         PART I

         Item 1.Business

                Description of Business

                stereoscape.com, inc. ("SSCP" or the "Company") was incorporated
         on June 8, 1988 as a corporate  shell  developed  to  generate  capital
         resources which were to be used to acquire or participate in a business
         or business entity.  The Company began as a Development  Stage Company,
         and on April  17,  1997  acquired  100% of the  outstanding  shares  of
         American  Buyers  Club  International,  Inc.,  ("ABC")  in  a  business
         combination  accounted  for as a  purchase.  ABC became a wholly  owned
         subsidiary of the Company through the exchange of 732,000 shares of the
         Company's common stock for all of the outstanding shares of ABC.

                ABC sells its products via the internet and through  print media
         advertising,  and in addition  through its subsidiary,  Alpha Sound and
         Vision, Inc., ("Alpha") which operates a retail store in Freehold,  New
         Jersey.  References herein the "SSCP" or "the Company" unless otherwise
         indicated include stereoscape.com, ABC, and Alpha.

                Products.

                Although  ABC  and  Alpha  sell  through  different  media,  the
         majority of the products  they sell are  identical.  The Company  sells
         products  such as  amplifiers,  receivers,  televisions,  speakers,  CD
         players, DVD players,  satellite systems, home automation, and cassette
         players.
                The Company  offers a broad range of name brands of the products
         listed above, at several different price points, with a greater product
         depth at higher price levels than most of its competitors. The products
         are manufactured by companies such as: JVC,  Panasonic,  Sony,  Yamaha,
         Denon, Krix, Klipsch,  Hitachi, Aiwa, Apature,  Rotel, NHT, Wharfedale,
         Thornberg, and Kenwood.

                  ABC  Business  -  ABC  derives  revenues  from  two  principal
         activities:  the sale of home theater systems,  individual  components,
         speakers  and  cables  to  customers  on a call  in  basis  and via the
         internet.

                  ABC  generates  more  than  half  of its  revenues  via  leads
         developed  through  the  internet,  and  the  remainder  through  print
         advertising.  All  orders  are paid for by check or credit  card at the
         time of shipment.

                  Alpha  Business - Alpha sells the same products as ABC through
         its retail  store in  Freehold,  New Jersey.

                  Alpha and ABC's sales force  employees  are paid a base salary
         plus a commission on gross sales.

                                       2
<PAGE>

                  New Products and Expansion.

                  The Company is continuously  evaluating new products to expand
         its  product   line.   The  Company  is  currently   reviewing   plasma
         televisions,  high definition  televisions,  and enhanced digital audio
         and video products as potential sales items.

                  Product Line Exclusivity License & Trademark Agreements.

                  The Company  does not have  exclusive  licenses  or  trademark
         agreements with any of its suppliers.

                  Government Regulations.

                  The  costs  and  effects  of  compliance   with   governmental
         regulations are not material to the Company's operation.

                  Research & Development.

                  The Company  depends on the  manufacturers  of the products it
         sells for the  research  and  development  of new  products or enhanced
         products.

                  Cost and Effects of Compliance  with  Environmental  Laws. The
         costs  and  effects  of  compliance  with  environmental  laws  are not
         material to the Company's operation.

                  Current  Employees.  The Company currently employs 10 persons,
         of whom 6 are full time. None of the Company's employees are members of
         unions.


         Item 2.  Description of Property

         SSCP  leases a 4,064  square  foot  facility  at 3440  Highway 9 South,
         Freehold,  New Jersey 07728, of which  approximately  1,000 square feet
         serves as retail space. This facility serves as SSCP's  headquarters as
         well as a its  warehouse  facility.  The  facility is leased at a basic
         rent of $3,048 per month or $36,576 annually. The lease has a five year
         term,  which began in 1999,  with rent  escalation  of $1.00 per square
         foot at the end of each of the first four years.


         Item 3.  Legal Proceedings

                  The Company has no material  legal  proceedings  by or against
         the Company, or any of its subsidiaries.


         Item 4.  Submission of Matters to a Vote of Security Holders

                  None

                                       3
<PAGE>

         PART II

         Item 5.  Market for Common Equity and Related Stockholder Matters

                  The  Company's  Common  Shares  are  traded on the  Electronic
         Bulletin  Board under the symbol SSCP.  The following  table sets forth
         the range of high and low bid  quotations  for the common stock for the
         period indicated, as reported on the Electronic Bulletin Board.
                  The quotations are inter-dealer prices in the over-the-counter
         market without retail mark-ups,  markdowns or commissions,  and may not
         represent actual transactions.

                                    1999                        1998
                                Common Shares              Common Shares
      Period                High           Low          High           Low
                        --------------------------------------------------------

January 1 - March 31        1.9688        1.0000        2.2500        0.7500

April 1 - June 30           2.1562        0.5312        1.0313        0.2500

July 1 - September 30       1.1250        0.3438        0.3750        0.2500

October 1 - December 31     1.3750        0.3750        1.0313        0.1250



                  As of  March 3, 2000, there  were 31 holders of record of  the
         Company's common stock.
                  The Company has not paid a  cash  dividend on its common stock
         since  its  inception.  The Company  expects that  for  the foreseeable
         future, any earnings will be retained for use in the business  or other
         corporate purposes, and it is not expected that cash or share dividends
         will be paid. However,  there are  no  restrictions  on the  payment of
         dividends,  either by contract or regulation.


                                       4
<PAGE>

         Item 6.  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 Registration Statement.

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

         Year Ended  December  31, 1999 Compared to Year Ended December 31, 1998

                  Net sales for the year ended December 31,1999  increased 30.1%
         to $4,112,334 from $3,161,116 for the year ended December 31, 1998. The
         increase was the result of significant  sales staff and  infrastructure
         changes.

                  Gross profit for the year ended  December  31, 1999  increased
         26.7% to $822,694 from  $649,295 for the year ended  December 31, 1998.
         As a percentage  of net sales,  gross profit  decreased to 20.0% in the
         1999 period  compared to 20.5% in the 1998  period.  The  decrease  was
         primarily  the  result of  increased  sales of lower  margin  products,
         promotional  pricing  to  generate  sales  increase,  and  introductory
         pricing of new product lines.

                  Selling,  general and  administrative  expenses for year ended
         December 31, 1999 increased  24.9% to $1,061,827  from $850,390 for the
         year ended  December  31, 1998.  The  increase in selling,  general and
         administrative  expenses  consisted  primarily of added  administrative
         staff,  computerization  of accounting  functions,  and installation of
         internal  control  systems  which are being put in place to enable  the
         Company to handle a substantial increase in volume in the year 2000 and
         thereafter  which  management  believes  will  result  from  new  sales
         techniques  including  a  fully  integrated  E-commerce  website  to be
         activated early in the year 2000.

                  Net losses for the year ended December 31, 1999 increased to a
         loss of ($239,133)  compared to a loss of ($201,095) for the year ended
         December  31,  1998.  This  increase  was due to increased in operating
         costs to sustain anticipated growth.

         Liquidity and Capital Resources

                  At  December  31, 1999 and  December  31, 1998 the Company had
         a deficit  equity of  ($556,276)  and ($436,517), respectively.

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

                  Subsequent  to the year end the  Company  raised  $60,000 in a
         private  placement in exchange for 120,000  shares of its common stock.
         Under the Agreement  other than  piggy-back  registration  rights,  the
         Company is not required to register the shares.

                  The Company expects to require  additional  capital 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.

                  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.  To this
         end, the Company  plans to pursue both debt and equity  financing  from
         both   private   institutions   and  the  public   markets  to  finance
         acquisitions  as required.  No assurance  can be given that  sufficient
         capital will be available when needed.

                                       5
<PAGE>

         Anticipated Future Growth

                  Management believes that the future growth of the Company will
         be the result of four efforts;  (1)  acquisition of other  companies in
         the internet and home theater related industries,  (2) increasing sales
         via the internet  through an  E-Commerce  Web Site,  (3)  obtaining new
         customers in the existing  markets  developing  new markets via current
         marketing channels and the internet, and (4) controlling and containing
         operating and administrative costs.

         Year 2000 Assessment

                  The Company began  assessing  the possible  impact of the Year
         2000 ("Y2K") issues on its business operations in 1999. The issue arose
         because of  information  technology  ("IT") which  utilized a two digit
         date field. Y2K introduced the potential for errors and miscalculations
         related to IT and non-IT systems which were not designed to accommodate
         a date of year 2000 and  beyond.  As of March 9, 2000,  the Company had
         encountered no significant Y2K related problems.
                  The  Company  successfully  implemented  a program  to assess,
         mitigate and remediate  the  potential  impact of the Year 2000 problem
         throughout  the  Company.   The  cost  of   remediation   efforts  were
         immaterial,  and as such the Year 2000  problem did not have a material
         effect on the financial position of the Company, nor the results of its
         operations.

         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.

                                       6
<PAGE>

         Item 7.  Financial Statements

                  Response  submitted  as a  separate  section  of  this  report
         commencing on page F-1.

         Item 8.  Changes in and Disagreements  With  Accountant  on  Accounting
         and Financial Disclosure

                  Effective  January  11,  1999,   stereoscape.com,   inc.  (the
         "Company")  dismissed its prior  certifying  accountants,  Ehrenkrantz,
         Sterling  & Co.,  LLC  Certified  Public  Accountants  and  Consultants
         ("ESC")  and  retained  as  new  certifying  accountants,   Weinbaum  &
         Yalamanchi ("WY").  ESC's report on Alliance's financial statements for
         the fiscal year ended December 31, 1997,  contained no adverse opinions
         or disclaimer  of opinions,  and was not qualified as to audit scope or
         accounting   principles.   The  report  was  however  qualified  as  to
         uncertainties.  The decision to change  accountants was approved by the
         Audit Committee and the Board of Directors of the Company.  As required
         by applicable  rules of the  Securities  and Exchange  Commission,  the
         Company  notified ESC that during the two most recent  fiscal years and
         the interim period from December 31, 1997 through  January 11, 1999 the
         Company was unaware of any  disputes  between the Company and ESC as to
         matters of  accounting  principles or  practices,  financial  statement
         disclosure,  or audit scope of procedure,  which disagreements,  if not
         resolved  to the  satisfaction  of ESC,  would have caused it to make a
         reference to the subject matter of the disagreements in connection with
         its  reports and  requested  ESC to confirm  this,  a copy of which was
         filed as an attachment to Form 8K.

                  Effective  January 11,  1999,  the  Company  engaged WY as its
         principal  accountants.  During the most recent fiscal year end and the
         subsequent  interim  periods to the date  hereof,  the  Company did not
         consult WY regarding any of the matters or events set forth in item 304
         (a) (2) and (i) and (ii) of Regulation S-B.

                  Effective   April  20,  1999,   stereoscape.com,   inc.   (the
         "Company")dismissed its certifying  accountants,  Weinbaum & Yalamanchi
         Certified Public  Accountants  ("WY") and retained its prior certifying
         accountants,   Ehrenkrantz,   Sterling  &  Co.,  LLC  Certified  Public
         Accountants  and Consultants  ("ESC").  WY did not complete their audit
         nor did they issue a report on stereoscape's financial statements.  The
         decision to change  accountants was approved by the Audit Committee and
         the Board of Directors of the Company.  As required by applicable rules
         of the Securities and Exchange Commission, the Company notified WY that
         during the two most recent  fiscal  years and the  interim  period from
         December 31, 1998 through April 20, 1999 the Company was unaware of any
         disputes  between  the  Company  and  WY as to  matters  of  accounting
         principles or practices, financial statement disclosure, or audit scope
         or procedure, which disagreements,  if not resolved to the satisfaction
         of WY, would have caused it to make a reference  to the subject  matter
         of the disagreements in connection with its reports.
                  Subsequent to the filing of the 8-K dismissing WY, on June 15,
         1999, W&Y issued a letter in which they objected to certain disclosures
         in the original 8-K filing and  enumerating  various  reasons they felt
         that  stereoscape.com,  inc. ("The Company") is  unauditable.  We would
         like to point  out that W & Y did not  inform  the  Company  that  they
         considered it  unauditbale  until  subsequent to their  termination  as
         auditors, and subsequent to the filing of the Form 8-K in question.

                                       7
<PAGE>

                  Effective April 20, 1999, the Company again engaged ESC as its
         principle  accountants.  During the most recent fiscal year end and the
         subsequent  interim  periods to the date  hereof,  the  Company did not
         consult  ESC  regarding  any of the matters or events set forth in item
         304 (a) (2) and (i) and (ii) of  Regulation  S-B,  except those matters
         involving prior audits by ESC.


         PART III

         Item 9.  Directors, Executive Officers, Promoters and Control Persons

                  The following are directors and officers of the Company:

          Name                     Age                 Title

    Scott G. Halperin              38       Chairman of the Board of Directors

    Steven Wise                    40       President and Director

    Bernard F. Lillis, Jr.         56       Chief Financial Officer and Director

    David Bannon                   41       Director and Vice President

         Scott G.  Halperin  has been  Chairman of the Board of Directors of the
         Company since April 17, 1997.  Since August 1994 Mr.  Halperin has been
         Chief Executive Officer of The Classica Group, Inc. a company traded on
         the NASDAQ Small Cap Market  System,  and engaged in a  non-competitive
         business.  On July 1,  1997 he was  elected  Chairman  of the  Board of
         Directors of The Classica Group.

         Steven Wise has been  President  and a director  of the  Company  since
         April 17, 1997. He entered the electronics industry in 1984 working for
         various  retail  establishments.   In  1988,  he  joined  Sixth  Avenue
         Electronics  as Vice  President  of the mail order  division.  Mr. Wise
         developed the mail order division and drove sales from $150,000 in 1988
         to $7.8  million  in 1994.  In 1994 he  became a  principal  in a newly
         formed electronics retail and mail order outlet, and in 1997 he entered
         into an employment agreement with Alpha.

         Bernard F. Lillis, Jr., has been Chief Financial Officer and a director
         of the Company  since April 17,  1997.  Since 1996 Mr.  Lillis has been
         Chief Financial Officer of The Classica Group, Inc. a company traded on
         the NASDAQ Small Cap Market  System,  and engaged in a  non-competitive
         business.  On July 1, 1997 he was elected to the Board of  Directors of
         The Classica Group, as well as appointed Chief Operating  Officer.  Mr.
         Lillis began his career with  Deloitte & Touche  (previously  Haskins &
         Sells),  Certified  Public  Accountants.   He  is  a  Certified  Public
         Accountant,  a recipient  of the New York State  Society of CPA's Award
         for Outstanding Scholastic  Achievement in Accounting,  and a member of
         the New York, New Jersey and  Pennsylvania  Societies of CPA's, and the
         Institute of Management Accountants.

         David Bannon, has been Vice President of Alpha since April 17, 1997 and
         a director since February, 2000. He entered the electronics industry in
         1981  working for various  retail  establishments.  In 1994 he became a
         principal in a newly formed  electronics  retail and mail order outlet,
         and in 1997 he entered into an employment agreement with Alpha.

                                       8
<PAGE>


         Item 10.          Executive Compensation

         The following table sets forth the  compensation  that the Company paid
         during  its  last  three  fiscal  years to its  President  and the Vice
         President of the Company's principle  subsidiary.  No other officer had
         compensation in excess of $100,000.

                                                                 Other Annual
                  Name and Title         Year       Salary       Compensation

         Steven Wise, President          1999      $103,720         $6,527 *
                                         1998      $100,100              -
                                         1997       $91,077              -

         David Bannon, Vice President    1999      $103,729         $2,272 *
         of Alpha Sound & Vision, Inc    1998      $100,100              -
                                         1997       $91,077              -

              *   Represents the cost of health insurance borne by the Company.


         Item 11. Security Ownership of Certain Beneficial Owners and Management

                           The  following  table sets forth the number of shares
         of Common  Stock owned by (i) each person  (including  any  "group," as
         that term is defined in Section  13(d) (3) of the  Securities  Exchange
         Act of 1934,  as  amended)  known by the  Company to be the  beneficial
         owner of more than 5% of the outstanding  shares of Common Stock,  (ii)
         each  director  of the Company and (iii) all  directors  and  executive
         officers of the Company as a group.  Each individual has an address c/o
         the  Company,  522 Highway 9 North,  Suite 144,  Manalapan,  New Jersey
         07726.

                  Name and address           Number of       Percentage of Out-
                  of Beneficial Owner      Shares Owned    standing Shares Owned

    Steven Wise                               678,500 (a)          18.7%
    Scott G. Halperin                       1,033,714 (b)          28.5%
    David Bannon                              678,500 (c)          18.7%
    Bernard F. Lillis, Jr.                    276,715 (d)           7.9%
    Kagel Family Trust                        380,000              11.4%

    All directors and executive officers
      as a group (4 persons)                2,667,429              61.4%

(a)  Includes options to purchase 175,000 restricted shares at $0.418 per share,
     and  100,000  shares  at  $0.418.
(b)  Includes  options  to  purchase  175,000 restricted  shares  at $0.418  per
     share,  and  100,000  shares at  $0.418.
(c)  Includes options to purchase 175,000 restricted shares at $0.418 per share,
     and 100,000 shares at $0.418.
(d)  Includes  options to purchase 75,000 restricted shares at $0.418 per share,
     and 100,000 shares at $0.418.

                                       9
<PAGE>

         Item 12.          Certain Relationships and related Transactions

                  None

         Item 13.          Exhibits and Reports on Form 8-K

         (a) (1) and (2)  The response to this  portion of Item 13 is  submitted
           as a separate  report commencing on Page F-1.

         (a) (3)

Exhibit No.       Description of Exhibit                                   Note

   3.1      Certificate of Incorporation, as amended                        1
   3.2      By-laws, as amended                                             1
  10.1      1998 Incentive and Non-Qualified Stock Option Plan              1
  10.2      Acquisition Agreement of American Buyers Club Int'l, Inc.       1
  10.3      Employment Agreement for Steve Wise                             1
  10.4      Employment Agreement for David Bannon                           1
  21        Subsidiaries of the Registrant                                  1

         Note 1: Filed with the  Company's  Form 10SB filed on November 6, 1998,
and incorporated by reference herein.

(b)      Reports on Form 8-K.

         Form 8-K was  filed  on  January  11,  1999 to  report a change  in the
         Company's  Certifying  Accountants.  See  Item 8 above  for a  complete
         description of the filing.

         Form 8-K was filed on June 7, 1999 to report a change in the  Company's
         Certifying Accountants.  See Item 8 above for a complete description of
         the filing.

                                       10
<PAGE>


         SIGNATURES

                 In accordance with Section 13 or 15(d) of the Exchange Act, the
         registrant  caused  this  report  to be  signed  on its  behalf  by the
         undersigned, thereunto duly authorized.

                 stereoscape.com, inc.


                 By:   /s/ Steven Wise                           April 10, 2000
                       Steven Wise
                       President (Principal Executive Officer)
                       Director

                 In  accordance  with the  Exchange  Act,  this  report has been
         signed below by the following  persons on behalf of the  registrant and
         in the capacities and on the dates indicated


                 By:   /s/ Steven Wise                           April 10, 2000
                       Steven Wise
                       President (Principal Executive Officer)
                       Director

                 By:   /s/ Bernard F. Lillis, Jr.                April 10, 2000
                       Bernard F. Lillis, Jr.
                       Chief Financial Officer (Principal Accounting Officer)
                       Director

                 By:   /s/ Scott G. Halperin                     April 10, 2000
                       Scott G. Halperin
                       Chairman of the Board of Directors

                 By:   /s/ David Bannon                          April 10, 2000
                       David Bannon
                       Director


                                       11
<PAGE>


                      stereoscape.com, inc. and Subsidiary
                                      Index

                              Financial Statements

         Included in Part II

         Report of Independent Certified Public Accountants

         Consolidated Balance Sheet at December 31, 1999

         Consolidated Statements of Operations for the Years Ended
            December 31, 1999 and 1998

         Consolidated Statements of Cash Flows for the Years Ended
            December 31, 1999 and 1998

         Consolidated Statements of Changes in Stockholders' Deficiency
            for the Years Ended December 31, 1999 and 1998

         Notes to Consolidated Financial Statements


<PAGE>

                   (Ehrenkrantz Sterling & Co. LLC letterhead)

Certified Public Accountants and Consultants
6 Regent Street, Livingston, New Jersey  07039
(973)994-7777   Fax:  (973)994-3444

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
stereoscape.com, inc. and subsidiary
Freehold, New Jersey

     We  have   audited  the   accompanying   consolidated   balance   sheet  of
stereoscape.com,  inc. and subsidiary as of December 31, 1999,  and the  related
consolidated  statements of  operations, changes in stockholders' deficiency and
cash  flows for the  years  ended  December 31, 1999 and 1998.  These  financial
statements   are   the  responsibility   of   the   Company's   management.  Our
responsibility  is to  express  an  opinion  on the  financial statements  based
on our audit.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present  fairly,   in  all  material   respects,   the  financial   position  of
stereoscape.com, inc. and subsidiary as of December 31, 1999, and the results of
its  operations and cash flows for the years ended December 31, 1999 and 1998 in
conformity with generally accepted accounting principles.

     Certain conditions indicate that the Company may be unable to continue as a
going concern. As discussed in Note 3 to the financial  statements,  the Company
has suffered losses from operations and has a working capital deficiency.  These
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.  Management's  plans with regard to
this matter are discussed in Note 3.

/s/  Ehrenkrantz Sterling & Co., LLC
Certified Public Accountants
Livingston, New Jersey
March 24, 2000


                                       F-2
<PAGE>

                      stereoscape.com, inc. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1999

                                     ASSETS

Current Assets:

          Cash                                                     $ 3,557

          Charge card receivables                                   10,965

          Inventories                                              253,179

          Other current assets                                      42,256
                                                                 ---------

Total Current Assets                                               309,957
                                                                 ---------

Property and Equipment - Net                                        11,573
                                                                 ---------

TOTAL ASSETS                                                     $ 321,530
                                                                 =========

                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

                                   LIABILITIES

Current Liabilities:

          Accounts payable and accrued expenses                  $ 511,909

          Customer deposits and other advances                     365,897
                                                                 ---------

Total Current Liabilities                                          877,806
                                                                 ---------

Commitments and Contingencies                                           -

           STOCKHOLDERS' DEFICIENCY

Common Stock

          Par value $.001 - 10,000,000 shares authorized,
             2,981,327 shares issued and outstanding                 2,981

Additional paid in capital                                         191,394

Deficit                                                           (750,651)
                                                                 ---------

Total Stockholders' Deficency                                     (556,276)
                                                                 ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   $ 321,530
                                                                 =========

              The accompanying notes to the consolidated financial
                     statements are an integral part hereof.

                                       F-3
<PAGE>

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

                                                             Years Ended
                                                             December 31,
                                                         1999           1998
                                                  ------------------------------

Sales                                                 $4,112,334     $3,161,116


Cost of sales                                          3,289,640      2,511,821
                                                  ------------------------------

Gross profit                                             822,694        649,295


Selling, General and Administrative                    1,061,827        850,390
                                                  ------------------------------


Net Loss                                              $ (239,133)    $ (201,095)
                                                  ==============================


BASIC LOSS PER COMMON SHARES

Net Loss                                                 $ (0.08)       $ (0.08)

Weighted average number of
   shares used in computation                          2,817,868      2,490,306


              The accompanying notes to the consolidated financial
                    statements are an integral part hereof.

                                       F-4
<PAGE>


                      stereoscape.com, inc. AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998


                                Issued and
                    Authorized Outstanding        Additional
                      Common     Common    Amount  Paid-in  Deficit      Total
                      Stock       Stock            Capital
                  --------------------------------------------------------------

Balance at
December 31, 1997  10,000,000  2,439,462  $2,439   $9,700 $(310,422)  $(298,283)

Issuance of
common stock                     247,431     248   62,613                62,861

Net Loss                                                   (201,095)   (201,095)
                  --------------------------------------------------------------

Balance at
December 31, 1998  10,000,000  2,686,893   2,687   72,313   (511,517)  (436,517)

Issuance of
common stock                     294,434     294  119,081               119,375

Net Loss                                                    (239,134)  (239,134)
                  --------------------------------------------------------------

Balance at
December 31, 1999  10,000,000  2,981,327  $2,981 $191,394 $ (750,651)$ (556,276)
                  ==============================================================


              The accompanying notes to the consolidated financial
                    statements are an integral part hereof.


                                       F-5
<PAGE>




                      stereoscape.com, inc. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

                                                          1999            1998
                                                    ----------------------------
Cash flows from operating activities:
          Net loss                                   $ (239,133)     $ (201,095)
Adjustments to reconcile net loss to
   net cash used in operations:
          Depreciation and amortization                   3,783           3,169
     (Increase) decrease in operating assets:
          Charge card receivables                         6,956          35,545
          Inventories                                   (49,792)       (108,305)
          Other current assets                           (3,508)          3,752
     Increase (decrease) in operating liabilities:
          Accounts payable and accued expenses          244,278          87,935
          Customer deposits and advances                (35,819)        137,280
                                                     ---------------------------

Net cash used in operating activities                   (73,235)        (41,719)
                                                     ---------------------------

Cash flow from investing activities:
          Purchase of fixed assets                       (3,074)           (456)
                                                     ---------------------------

Net cash used in investing activities                    (3,074)           (456)
                                                     ---------------------------

Cash flow from financing activities:
          Issuance of capital stock                      84,375          62,861
          Repayment of loan payable                      (8,117)        (41,985)
                                                     ---------------------------

Net cash provided by financing activities                76,258          20,876
                                                     ---------------------------

Decrease in cash                                            (51)        (21,299)

Cash at beginning of year                                 3,608          24,907
                                                     ---------------------------

Cash at end of year                                     $ 3,557         $ 3,608
                                                     ===========================

Supplemental disclosure of cash flow information:
          Interest paid                                 $ 1,385         $ 5,242
          Income Taxes paid                                  -               -
Supplementary Disclosure of Non-Cash Transactions:
          Shares issued to unrelated parties for
             services rendered                           35,000          14,000
          Shares issued in payment of debt                   -           30,600


              The accompanying notes to the consolidated financial
                    statements are an integral part hereof.


                                       F-6
<PAGE>




                      stereoscape.com, inc. AND SUBSIDIARY
                   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 December of 1998 the Company's Board
of Directors approved a change in the Company's name from Alliance Technologies,
Inc.  and  prior to that,  in April  1997  the  name  was  changed  to  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.
     The Company 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.

         PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

     The consolidated  financial  statements include the accounts of the Company
and  its  wholly  owned  subsidiary.  All  material  intercompany  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 five 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 $120,891 in 1999 and $111,753
in 1998.

         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.
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.


                                       F-7
<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 of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

         WARRANTY

     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

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 133, Accounting for Derivative  Instruments
and Hedging  Activities  ("SFAS No. 133").  SFAS No. 133 applies to all entities
and to all types of  derivatives,  and is effective  for all fiscal  quarters of
fiscal years  beginning after June 15, 1999. The adoption of SFAS No. 133 in not
expected to materially affect the financial position or results of operations of
the Company.

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

     The  Company  adopted  Statement  Financial   Accounting  Standard  No.131,
Disclosures about Segments of an Enterprise and Related  Information (SFAS 131),
in 1998. The Company's  chief  operating  decision maker is the Chief  Executive
Officer. There is currently only one operating segment in the Company, therefore
there is no segment information to report.

         RECLASSIFICATION OF FINANCIAL STATEMENTS

     The  financial  statements  for the year ended  December 31, 1998 have been
reclassified to conform with the current presentation. The reclassification does
not change the net loss for the period previously reported.

                                       F-8
<PAGE>


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


         NOTE 2 -- CUSTOMER DEPOSITS AND OTHER ADVANCES

     At December  31, 1999 and 1998 the Company  had  $156,335  and  $215,116 in
customer deposits, respectively, which represent payments made to the Company by
credit card or check for the  merchandise  that had not been  shipped as of that
date.  In  addition,  at December 31, 1999 and 1998 the Company had $209,562 and
$186,600 in customers refunds payable, respectively,  which represents an amount
owed to customers for returned merchandise or cancelled orders.


         NOTE 3 --GOING CONCERN

     The  financial  statements  have been  prepared  assuming  the Company will
continue  as a going  concern.  The  Company  had a net  loss  of  approximately
($239,000),  a  working  capital  deficiency  and  a  deficiency  in  assets  of
approximately  ($556,000)  at December 31, 1999 which raises  substantial  doubt
about the Company's ability to continue as a going concern.  The Company intends
to raise  additional  capital  through  short  term or long term  borrowings,  a
private placement or a public offering. The Company believes that upon obtaining
proceeds from  additional  financing the  substantial  doubt about the Company's
ability to continue as a going concern will be eliminated.


         NOTE 4 - PROPERTY AND EQUIPMENT, at cost

     Fixed assets consists of the following at December 31, 1999:

           Furniture and fixtures                      $    9,410
           Hardware and software costs                     14,687
                                                          -------
                                                           24,097
           Less-accumulated depreciation                  (12,524)
                                                          -------
                                                        $  11,573
                                                          =======

     Depreciation  and  amortization  expense was $3,783 and $3,169 for 1999 and
1998, respectively.


                                       F-9
<PAGE>

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

         NOTE 5 - COMMITMENTS

     Prior to April,  1999,  the Company  leased its facility in Manalapan,  New
Jersey on a month to month basis.  Commencing  April 1999,  the Company  entered
into a lease for a facility in Freehold,  New Jersey  requiring  current minimum
annual rent of  approximately  $36,576.  The lease  requires  the Company to pay
various operating  expenditures of the facility and contains provisions for rent
escalations.  Rent  expense  totaled  $35,581  and  $21,400  for 1999 and  1998,
respectively.

     Future minimum rentals are due as follows:

                                                           Operating
Years Ending December 31,                                      Lease
---------------------------------------------------------------------

2000                                                       $  39,624
2001                                                          43,688
2002                                                          47,752
2003                                                          51,816
2004                                                          13,208
                                                          ===========
                                                           $ 196,088
                                                          ===========

         NOTE 6 - FEDERAL AND STATE INCOME Taxes

     The Company has available net operating loss carryforwards of approximately
$700,000 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 carryforwards in future years. A valuation  allowance has been provided for
the entire benefit.
     During the years  ended  December  31, 1999 and 1998,  the  increase in the
valuation allowance was $82,510 and $67,987, respectively. These charges reflect
increases in the valuation allowance related to the deferred tax asset.
     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.

                                       F-10
<PAGE>

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


         NOTE 7 -- STOCK PLANS

     The Company's  1998 Incentive and  Nonqualified  Stock Option Plan provides
for the  granting  of  options  to  purchase  shares of common  stock to certain
employees of the Company.  Exercise and vesting terms for options  granted under
this plan are  determined  at each grant date.  All options when granted will be
granted  at not less than  fair  market  value at dates of grant.  At the end of
1999,  180,000  options were  available  for grant under the plan and  1,400,000
shares of common stock were reserved for issuance  under the 1998  Incentive and
Nonqualified  Stock Option Plan. As of December 31, 1999 the  following  options
were granted and exercised under this plan.
     SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS No. 123") was
effective for the Company for fiscal 1998. SFAS No. 123 encourages (but does not
require)  compensation  expense to be measured based on fair value of the equity
instrument  awarded.  In accordance with APB No. 25 "Accounting for Stock Issued
to  Employees" no  compensation  cost has been  recognized  in the  Consolidated
Statements of Income for the Company's stock option plans. If compensation  cost
for the company's  stock option plans had been determined in accordance with the
fair value method  prescribed by SFAS No. 123, the company's net loss would have
been  $602,241 and $201,095 for  1999  and  1998  respectively.  Loss  per share
would have been $0.21 and $0.08 for 1999 and 1998  respectively.  This pro forma
information  may not be  representative  of the amounts to be expected in future
years as the fair value method of accounting  prescribed by SFAS No. 123 has not
been applied to options granted prior to 1996.

                                                              Weighted Average
                                                  Shares       Exercise Price
--------------------------------------------------------------------------------

Outstanding, beginning of year                             -              N/A

Granted                                            1,220,000              0.433

Exercised                                            185,000              0.524
--------------------------------------------------------------------------------

Outstanding, end of year                           1,035,000              0.417

Options exercisable at year-end                    1,035,000              0.417

Weighted-average fair value of                                            0.433
   options granted during the year



     The fair  value of each  option  granted is  estimated  on the date of each
grant using the Black-Scholes  option-pricing  model with the following weighted
average  assumptions  used for  grants  in 1999:  Risk  free interest rate 5.5%;
expected life within 5 years;  vested immediately; expected  volatility of 111%;
dividend yield 0%.  The fair values  generated by the  Black-Scholes  model  may
not be indicative of the future benefit, if any, that may  be  received  by  the
option holder.

                                       F-11