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


                                     FORM 8K-A
                                 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.)


      704 GINESI DRIVE, MORGANVILLE, NEW JERSEY           07751
      ------------------------------------------          -----
      (Address of principal executive offices)         (zip code)


       Registrant's telephone number, including area code: (732) 617-8600


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 as 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.  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, 2000 through
December  26, 2001 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 is attached hereto.

     b. Effective December 30, 2001, the Company resolved its payment terms with
ESC, and  re-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  consult  Ehrenkrantz,  as they were  also the  prior  accountants,
regarding  any of the matters or events set forth in item 304 (a)(2) and (i) and
(ii) of Regulation S-B.



                                    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:    February 25, 2002                       By:/s/ Mario A. Bassani
                                                    --------------------
                                                    Mario A. Bassani
                                                    Chairman


Date:    February 25, 2002                       By:/s/ Steven Wise
                                                    ---------------
                                                    Steven Wise
                                                    Director

Date:    February 25, 2002                       By:/s/ Gary Hyman
                                                    -------------------------
                                                    Gary Hyman
                                                    Chief Financial Officer
                                                    Director