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, 1998

[ ]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
of incorporation  or  organization)              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, 1998 were $3,161,116

     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 19, 1999 was  $1,068,522

                         (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        2,751,893 (as of March 19, 1999)

                       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  X   .
<PAGE>

         PART I

         Item 1.Business

                Description of Business

                stereoscape.com, inc. ("SSCP" or the "Company") was incorporated
         on June 8, 1998 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  which 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 for each of the
         products  listed  above,  at several  different  price  points,  with a
         greater product depth at higher price levels than most of the Company's
         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  balance  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 includes  employees who 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. SSCP 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 7 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.  This facility is leased at a basic
         rent of $2,709 per month or $32,512 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.

                                           1998                    1997
                                      Common Shares           Common Shares
                  Period            High          Low       High           Low
                                ------------------------------------------------

       January 1 - March 31        2.2500        0.7500      N/A           N/A

       April 1 - June 30           1.0313        0.2500      N/A           N/A

       July 1 - September 30       0.3750        0.2500      N/A           N/A

       October 1 - December 31     1.0313        0.1250      N/A           N/A


                  As of March 19, 1999, there were 32 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, 1998 Compared to Year Ended December 31, 1997

                  Net sales for the year ended December 31,1998  increased 47.1%
         to $3,161,116 from $2,148,308 for the year ended December 31, 1997. The
         increase was the result of significant  sales staff and  infrastructure
         changes since the acquisition of ABC.

                  Gross profit for the year ended  December  31, 1998  increased
         31.8% to $649,295 from  $492,699 for the year ended  December 31, 1997.
         As a percentage  of net sales,  gross profit  decreased to 20.5% in the
         1998 period  compared to 22.9% in the 1997  period.  The  decrease  was
         primarily the result of increased sales of lower margin products.

                  Selling,  general and  administrative  expenses for year ended
         December 31, 1998  increased  43.5% to $850,390  from  $592,423 for the
         year ended  December  31, 1997.  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 in the process of being put in place
         to enable the Company to grow.

                  Net losses for the year ended December 31, 1998 decreased to a
         loss of ($201,095)  compared to a loss of ($300,847) for the year ended
         December 31, 1997. This decrease was due to the  non-recurrance  of the
         charge for the impairment of assets in 1997  ($201,123)  off-set by the
         increase in operating costs to sustain anticipated growth.

         Liquidity and Capital Resources

                  At December 31, 1998 and  December 31, 1997 the Company  had a
         negative  working  capital of  ($448,799) and ($313,278), 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.

                  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.  The  Company  has a
         negative  working capital of  approximately  ($450,000) at December 31,
         1998 which  raises  substantial  doubt about the  Company's  ability to
         continue as a going concern.  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.

                                       5
<PAGE>

                  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.

         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 Readiness

                  This  disclosure  is  a  year  2000  ("Year  2000")  Readiness
         Disclosure  within  the  meaning  of  the  Year  2000  Information  and
         Readiness  Disclosure  Act of 1988 to the  extent  that the  disclosure
         relates to the Year 2000 processing of the Company.
                  The Company has implemented a program to assess,  mitigate and
         remediate the potential impact of the Year 2000 problem  throughout the
         Company. A Year 2000 problem will occur where  date-sensitive  software
         uses two digit date  fields,  sorting the Year 2000  ("00")  before the
         year  1999  ("99").  The Year  2000  problem  can  arise  in  hardware,
         software, or any other equipment or process that uses embedded software
         or other technology.  The failure of such systems to properly recognize
         dates after  December  31,  1999 could  result in data  corruption  and
         processing errors.
                  Management has reviewed the possible  effects of the Year 2000
         problem in so far as it relates to the Company; and has determined that
         the Company is currently  utilizing Year 2000 compatible  equipment and
         software.  The Year 2000  problem  is not  expected  to have a material
         adverse effect on the operations of the Company.
                  In  addition,   the  Company  has  implemented  a  program  to
         determine  the Year 2000  compliance  status of its  material  vendors,
         suppliers,  service  providers  and  customers,  and based on currently
         available  information  does not anticipate any material  impact to the
         Company  based on the  failure  of such  third  parties to be Year 2000
         compliant.  However, the process of evaluating the Year 2000 compliance
         status of material third parties is continually ongoing and, therefore,
         no guaranty or warranty  can be made as to such third  parties'  future
         compliance status and its potential effect on the Company.  The Company
         believes there exists a sufficient  number of suppliers of raw material
         for its  business  so that if any  supplier  is unable to  deliver  raw
         materials  due  to  Year  2000  problems,  alternate  sources  will  be
         available and that any supply  interruption will not be material to the
         Company's  operations.  There can be no assurances,  however,  that the
         Company  would be able to obtain  all of its supply  requirements  from
         such alternate sources in a timely way or on terms comparable with that
         of its current suppliers.

                                       6
<PAGE>

                  The  information  set forth in the preceding  three paragraphs
         constitutes  a "Year 2000  Readiness Disclosure" pursuant to  the  Year
         2000 Information and Readiness  Disclosure  Act. (P.L. 105-271,  signed
         into law October 19, 1998).
                  The   preceding   Year  2000   discussion   contains   various
         forward-looking  statements  within the  meaning of Section  21E of the
         Securities  Exchange Act of 1934 and the Section 27A  Securities Act of
         1933. These forward-looking  statements represent the Company's beliefs
         or  expectations  regarding  future events.  When used in the Year 2000
         discussion,  the words "believes,"  "expects,"  "estimates" and similar
         expressions  are  intended  to  identify  forward-looking   statements.
         Forward-looking  statements  include,  without limitation the Company's
         belief  that  its  internal  systems  are  Year  2000  compliant.   All
         forward-looking  statements involve a number of risks and uncertainties
         that could  cause the  actual  results  to differ  materially  from the
         projected  results.  Factors that may cause these differences  include,
         but are not limited to, the  availability  of qualified  personnel  and
         other  information  technology  resources;  the ability to identify and
         remediate  all  date-sensitive  lines of  computer  code or to  replace
         embedded  computer  chips in  affected  systems or  equipment;  and the
         actions of governmental agencies or other third parties with respect to
         Year 2000 problems.

         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.

                                       7
<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  Accountants  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 its new  certifying  accountants,  Weinbaum &
         Yalamanchi ("WY").  ESC's report on Alliance's financial statements for
         the fiscal year ended December 31, 1997, which was the only fiscal year
         during  which  ESC  was the  certifying  accountant  for  the  Company,
         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.

                  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,  WY and retained its
         prior  certifying  accountants,  ESC.  WY did  not  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.

                                       8
<PAGE>

         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           37     Chairman of the Board of Directors

         Steven Wise                 39     President and Director

         Bernard F. Lillis, Jr.      55     Chief Financial Officer and Director


         Scott G.  Halperin  has been a director of the Company  since April 17,
         1997.  Since August 1994 Mr. Halperin has been Chief Executive  Officer
         of Saratoga Brands 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 Saratoga.  Since July
         1993  to the  present,  Mr.  Halperin  has  been  President  and  Chief
         Executive  Officer  of Agama,  Inc.,  a private  company  that  pursues
         mergers and acquisitions.


         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 agreement with SSCP.

         Bernard F. Lillis, Jr., has been Chief Financial Officer and a director
         of the Company since April 17, 1997.  Additionally,  he serves as Chief
         Financial  Officer,  Chief Operating Office, and a director of Saratoga
         Brands Inc.  Prior to joining  Saratoga he served for fourteen years as
         Chief Financial Officer of one of the largest suppliers of construction
         aggregate in the New York Metropolitan  Area. Prior thereto he was Vice
         President  Finance &  Administration  of a  Princeton  (NJ)  management
         consulting firm for seven years.  Mr. Lillis also served as Deputy City
         Manager-Finance  of  Rochester,  New York,  and 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.

                                       9
<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          1998       $100,100            -
                                         1997        $91,077            -
                                         1996             -             -

         David Bannon, Vice President    1998       $100,100            -
         of Alpha Sound & Vision, Inc    1997        $91,077            -
                                         1996             -             -



         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
              of Beneficial Owner              Shares Owned   Outstanding Shares
                                                                    Owned

          Steven Wise                             366,000           13.3%
          Scott G. Halperin                       758,714           27.6%
          David Bannon                            366,000           13.3%
          Bernard F. Lillis, Jr.                  101,705            3.7%
          Kagel Family Trust                      330,000           12.0%

          All directors and executive officers
          as a group (3 persons)                1,226,419           44.5%


         Item 12.          Certain Relationships and related Transactions

         On April 17, 1997 Steven Wise was elected to the board of  directors of
         the Company. Mr. Wise was one of the principal shareholders of American
         Buyers  Club  International,  Inc.,  which was  acquired by the Company
         effective January 1, 1997.

                                       10
<PAGE>


         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.

                                       11
<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                              June 8, 1999
                       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                              June 8, 1999
                       Steven Wise
                       President (Principal Executive Officer)
                       Director

                 By:   /s/ Bernard F. Lillis, Jr.                   June 8, 1999
                       --------------------------
                       Bernard F. Lillis, Jr.
                       Chief Financial Officer (Principal Accounting Officer)
                       Director

                 By:   /s/ Scott G. Halperin                        June 8, 1999
                       ---------------------
                       Scott G. Halperin
                       Chairman of the Board of Directors


                                       12
<PAGE>

                     stereoscape.com, inc. and Subsidiaries
                     (Formerly Alliance Technologies, Inc.)
                                      Index

                              Financial Statements

     Included in Part II

     Report of Independent Certified Public Accountants

     Consolidated Balance Sheet at December 31, 1998

     Consolidated Statements of Operations for the Years Ended December 31, 1998
     and 1997

     Consolidated Statements of Cash Flows for the Years Ended December 31, 1998
     and 1997

     Consolidated  Statements of Changes in  Stockholders'  Equity for the Years
     Ended December 31, 1998 and 1997

     Notes to Consolidated Financial Statements


                                       F-1
<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
(Formerly Alliance Technologies, Inc.)
Freehold, New Jersey

We   have    audited   the   accompanying   consolidated    balance    sheet  of
stereoscape.com,  inc. (formerly Alliance Technologies,  Inc.) and subsidiary as
of December 31, 1998,  and the related  consolidated  statements of  operations,
stockholders'  deficiency  and cash flows for the years ended  December 31, 1998
and 1997.  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, 1998,  and the results of its operations
and cash flows for the years ended December 31, 1998 and 1997 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
May 6, 1999

                                      F-2
<PAGE>


                      stereoscape.com, inc. AND SUBSIDIARY
                     (FORMERLY ALLIANCE TECHNOLOGIES, INC.)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1998

                                     ASSETS
Current Assets:
          Cash                                                      $ 3,608
          Charge card receivables                                    17,921
          Inventories                                               203,387
          Other current assets                                        3,748
                                                                 ----------
Total Current Assets                                                228,664

Property and Equipment - Net                                         12,282
                                                                 ----------

TOTAL ASSETS                                                      $ 240,946
                                                                 ==========

                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

     LIABILITIES
Current Liabilities:
          Accounts payable and accrued expenses                   $ 246,207
          Customer deposits and other advances                      401,716
          Loans payable - Related Party                               8,117
          Payroll and sales tax payable                              21,423
                                                                 ----------
Total Current Liabilities                                           677,463

Commitments and Contingencies                                             -

          STOCKHOLDERS' DEFICIENCY
Common Stock
          Par value $.001 - 10,000,000 shares authorized,
             2,686,893 shares issued and outstanding                  2,687
Additional paid in capital                                           72,313
Deficit                                                            (511,517)
                                                                 ----------
Total Stockholders' Deficency                                      (436,517)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                    $ 240,946
                                                                 ==========

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


                                      F-3
<PAGE>

                      stereoscape.com, inc. AND SUBSIDIARY
                     (FORMERLY ALLIANCE TECHNOLOGIES, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                            Years Ended
                                                            December 31,
                                                        1998           1997
                                                   -----------------------------

Sales                                                 $ 3,161,116   $ 2,148,308


Cost of sales                                           2,511,821     1,655,609
                                                   -----------------------------

Gross profit                                              649,295       492,699


Selling, General and Administrative                       850,390       592,423
Impairment of Asset                                             -       201,123
                                                   -----------------------------

Net Loss                                               $ (201,095)   $ (300,847)
                                                   =============================

LOSS PER COMMON SHARE

BASIC AND DILUTED

Net Loss                                                  $ (0.08)      $ (0.12)

Weighted average number of
   shares used in computation                           2,490,306     2,439,462



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


                                      F-4
<PAGE>


                      stereoscape.com, inc. AND SUBSIDIARY
                     (FORMERLY ALLIANCE TECHNOLOGIES, INC.)
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


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

Balance at
December 31, 1996   10,000,000   300,000    $ 300   $ 9,700  $ (9,575)    $ 425

Issuance of
common stock                   2,139,462    2,139                         2,139

Net Loss                                                     (300,847) (300,847)
                   -------------------------------------------------------------

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



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


                                      F-5
<PAGE>


                      stereoscape.com, inc. AND SUBSIDIARY
                     (FORMERLY ALLIANCE TECHNOLOGIES, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


                                                          1998            1997
                                                --------------------------------
Cash flows from operating activities:
          Net loss                                   $ (201,095)     $ (300,847)
Adjustments to reconcile net loss to net
 cash used in operations:
          Depreciation and amortization                   3,169           5,872
          Impairment of Asset                                 -         201,123
     (Increase) decrease in operating assets:
          Charge card receivables                        35,545         (53,466)
          Inventories                                  (108,305)        (95,082)
          Other current assets                            3,752          (7,375)
     Increase (decrease) in operating liabilities:
          Accounts payable                               86,612         (41,925)
          Customer deposits and advances                137,280         264,436
          Payroll and sales taxes payable                11,526           9,897
          Accrued expenses                              (10,203)         10,600
                                                --------------------------------

Net cash used in operating activities                   (41,719)         (6,767)
                                                --------------------------------

Cash flow from investing activities:
          Purchase of fixed assets                         (456)        (20,567)
                                                --------------------------------

Net cash used in investing activities                      (456)        (20,567)
                                                --------------------------------

Cash flow from financing activities:
          Issuance of capital stock                      62,861           2,139
          Proceeds from (repayment of) loan payable     (41,985)         50,102
                                                --------------------------------

Net cash provided by financing activities                20,876          52,241
                                                --------------------------------

(Decrease) increase in cash                             (21,299)         24,907

Cash at beginning of period                              24,907           -
                                                --------------------------------

Cash at end of period                                   $ 3,608        $ 24,907
                                                ================================

Supplemental disclosure of cash flow information:
          Interest paid                                 $ 5,242         $ 6,144
          Income Taxes paid                                   -             600
Supplementary Disclosure of Non-Cash Transactions:
          Goodwill impairment charged to operations           -         201,123
          Shares issued for acquisition of American
             Buyers Club International, Inc.                  -             732
          Shares issued to two directors for
             services rendered                                -             886
          Shares issued to unrelated parties for
             services rendered                           14,000             521
          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
                     (FORMERLY ALLIANCE TECHNOLOGIES, INC.)
                   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. to stereoscape.com, 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.

         BUSINESS COMBINATION

     In April 1997, the Company  acquired  American  Buyers Club  International,
Inc. in a business combination accounted for as a purchase. American Buyers Club
International,  Inc., which engages in sales of high quality home  entertainment
equipment,  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 stock
of American Buyers Club International, Inc.

         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.  Inventory  consisted  entirely of finished  goods
suitable for sale at December 31, 1998.

         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.

         GOODWILL - IMPAIRMENT

     During 1997,  goodwill acquired in the purchase of ABC was deemed impaired.
The carrying value totaling  $201,123  arising from the  acquisition was written
down to  zero.  The  writeoff  of  goodwill  is  included  in the  statement  of
operations as impairment of asset.
     The  Company's  policy is to  periodically  review  the value  assigned  to
goodwill to determine if it has been either partially or permanently impaired by
conditions  which  might  affect the  Company.  A review of  current  results of
operations and  consideration  for the discounted  value of projected  operating
cash flows from the acquired  company  provided  measurement of asset impairment
damage.

                                      F-7
<PAGE>

                      stereoscape.com, inc. AND SUBSIDIARY
                     (FORMERLY ALLIANCE TECHNOLOGIES, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

         CASH EQUIVALENTS

     The Company  considers all highly liquid debt instruments  purchased with a
maturity of three months or less when purchased to be cash equivalents.

         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 $111,753 in 1998 and $61,708
in 1997.

         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.

         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 warranties.
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.

                                      F-8
<PAGE>

         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.

         NOTE 2 -- CUSTOMER DEPOSITS AND OTHER ADVANCES

     At December  31, 1998 and 1997 the Company  had  $215,116  and  $205,095 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, 1998 and 1997 the Company had $186,600 and
$59,341 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
($201,000),  a  working  capital  deficiency  and  a  deficiency  in  assets  of
approximately  ($436,517)  at December 31, 1998 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 - FIXED ASSETS, at cost

      Fixed assets consists of the following at December 31, 1998:

         Furniture and fixtures                      $    6,336
         Hardware and software costs                     14,687
                                                     ----------
                                                         21,023
         Less-accumulated depreciation                 (  8,741)
                                                    -----------
                   Property and equipment-Net         $  12,282
                                                      =========

     Depreciation  and  amortization  is  computed  on  a  straight-line  basis.
Depreciation and  amortization  expense was $3,169 and $5,872 for 1998 and 1997,
respectively.

                                      F-9
<PAGE>

         NOTE 5 - COMMITMENTS

     In 1998,  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  minimum  annual  rent of
approximatelt  $32,500. The lease requires the Companny to pay various operating
expenditures of the facility and contains provisions for rent escalations.  Rent
expense totaled $21,400 and $17,333 for 1998 and 1997, respectively.

            Future minimum rentals are due as follows:

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

    1999                                                       $ 24,384
    2000                                                         35,560
    2001                                                         39,624
    2002                                                         43,688
    2003                                                         47,752
    2004                                                         12,192
                                                       =================
                                                              $ 203,200
                                                       =================


         NOTE 6 - FEDERAL AND STATE INCOME Taxes

     The Company has available net operating loss carryforwards of approximately
$300,000 for federal and state income  taxes  expiring  between 2003 and 2118 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, 1998 and 1997,  the  increase in the
valuation allowance was $67,987 and $33,906, 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.

         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
1998, 800,000 options were available for grant under the plan and 800,000 shares
of  common  stock  were  reserved  for  issuance  under the 1998  Incentive  and
Nonqualified  Stock Option Plan. As of December 31, 1998 no options were granted
under this plan.

                                      F-10
<PAGE>

         NOTE 8 - CAPITAL TRANSACTIONS

                  The following occurred in 1998:

1.   The Company sold 20,000 shares to an unrelated party under Rule 504.

2.   The  Company issued  140,002  shares to unrelated  parties in  payment  for
services  rendered to the Company.  3. The Company  issued  87,429 shares to two
Directors of the Company in payment for loans to the Company.

                  The following occurred in 1997:

1.   The Company  issued  732,000  shares of common stock for the acquisition of
ABC, of which,  366,000 shares were issued to an executive officer  and Director
of the Company.

2.   Two  Directors,  one of whom is an executive  officer of the  Company, were
issued  886,079  shares at par value for services rendered.

3.   The  Company  issued  521,383  shares at par value to unrelated parties for
services rendered.

         NOTE 9 - RESTATEMENT OF FINANCIAL STATEMENTS

     The  financial  statements  for the year ended  December 31, 1997 have been
restated  to  reflect  the  reclassification  of the  acquisition  of ABC from a
pooling of interests to a purchase transaction.

                                      F-11