UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                     FORM 8K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (Date of earliest event reported): December 26, 2001

                              stereoscape.com, inc.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



             NEVADA                    O-25037           06-1469654
   (STATE OR JURISDICTION           (COMMISSION         (IRS EMPLOYER
       OF INCORPORATION)            FILE NUMBER)      IDENTIFICATION NO.)


      3440 HIGHWAY 9 SOUTH, MANALAPAN, NEW JERSEY         07726
      ------------------------------------------          -----
      (Address of principal executive offices)         (zip code)


       Registrant's telephone number, including area code: (732) 780-6600


Item 4.  Changes in Registrant's Certifying Accountant

     a.  Effective  December 26, 2001,  the  Company's  certifying  accountants,
Ehrenkrantz,  Sterling & Co., LLC Certified  Public  Accountants and Consultants
("ESC") resigned its services at certifying accountant stating stereoscape.com's
failure to pay its invoices on a timely  basis as its sole reason.  ESC's report
on the Company's  financial  statements  for the fiscal years ended December 31,
1999, and 2000, contained no adverse opinions or disclaimer of opinions, and was
not  qualified as to audit scope or accounting  principles.  The 1999 report was
however qualified as to uncertainties.

     b. Effective December 30, 2001, the Company resolved its payment terms with
ESC, and re-engaged ESC as its principle accountants.




                                    SIGNATURE




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has  duly  caused  this  report  to be  signed  on  its  behalf  the
undersigned thereunto duly authorized




                              stereoscape.com, inc.
                                   (Registrant)




Date:    January 23, 2002                       By:/s/ Mario A. Bassani
                                                   ---------------------
                                                   Mario A. Bassani
                                                   Chairman


Date:    January 23, 2002                       By:/s/ Steven Wise
                                                   ---------------
                                                   Steven Wise
                                                   Director

Date:    January 23, 2002                       By:/s/ Gary Hyman
                                                  -------------------------
                                                   Gary Hyman
                                                   Chief Financial Officer
                                                   Director