As filed with the Securities and Exchange Commission on June 27, 2000
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             stereoscape.com, inc.
               (exact name of issuer as specified in its charter)

                     Nevada                  06-1469654
           (State of incorporation)      (federal ID number)

  3440 Route 9 South
  Freehold, New Jersey                              07728
 (Address of Principal                             (Zip Code)
   Executive Offices)
                              stereoscape.com, inc.
               1998 Incentive and Non-qualified Stock Option Plan
                            (Full Title of the Plan)

                                                With copy to:

Mr. Mario Bassani                               W. Raymond Felton, Esq.
stereoscape.com, inc.                           Greenbaum, Rowe, Smith, Ravin,
3440 Route 9 South                              Davis & Himmel
Freehold, New Jersey  07728                     Metro Corporate Campus I
(732)462-7767                                   P.O. Box 5600
(Name, address and telephone                    Woodbridge, New Jersey  07095
number of agent for service)                    (732)549-5600

Appropriate Date of Commencement of Proposed Offer to Public:  From time to time
after the effective date of this Registration Statement.

                      CALCULATION OF REGISTRATION FEE
                  |               | Proposed | Proposed |
                  |               | maximum  | maximum  |
Title of Proposed | Amount        | offering | aggregate| Amount of
securities to     | to be         | price per| offering | registration
be registered     | Registered(1) | share (2)| price(2) | fee
---------------------------------------------------------------------------
                  |               |          |          |
Common Stock;     |               |          |          |
$.001 par value   |               |          |          |
per share         | 600,000 shares|  $1.000  | $600,000 |    $158.40
---------------------------------------------------------------------------

1) An undetermined  number of additional shares may be issued may be issued as a
result of stock dividends, stock splits or other recapitalizations.

2) These  shares of Common  Stock  represent  the  shares of Common  Stock  with
respect to which  aditional options may be granted under the 1998 Incentive  and
Non-Qualified Stock Option Plan. None of the  above options have been granted as
of  June 26, 2000.  The  shares  are  to  be  offered  at prices  not  presently
determinable.  Pursuant  to  Rule 457(h), the  option price  for these shares is
estimated  solely  for  the purpose  of determining  the registration fee and is
based  upon   the  closing  price of  the Common  Stock  on  June 23, 2000 which
was $1.00 as reported by the Electronic Bulletin Board.

                                  Page 1 of 18
<PAGE>
                           Exhibit Index on Page II-2

Cross  reference  sheet showing the location in the  Prospectus  of  information
required to be included in the Prospectus in response to Items of Form S-8.

Item      Caption or Sub-Caption in Prospectus                             Page

1.        Plan Information  . . . . . . . . . . . . . . . . .               6

2.        Registrant Information and Employee Plan
            Annual Information  . . . . . . . . . . . . . . .               6

3.        Incorporation of Documents by Reference . . . . . .               11

4.        Description of Securities . . . . . . . . . . . . .               9

5.        Interests of Named Experts and Counsel  . . . . . .              N/A

6.        Indemnification of Officers and Directors . . . . .               10

7.        Exemption From Registration Claimed . . . . . . . .              N/A

8.        Exhibits  . . . . . . . . . . . . . . . . . . . . .               12

9.        Undertakings  . . . . . . . . . . . . . . . . . . .               12

                                       2
<PAGE>


                                   PROSPECTUS

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                              stereoscape.com, inc.
               1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                  ---------------------------------------------

                         600,000 SHARES OF COMMON STOCK
                           ($.001 PAR VALUE PER SHARE)
                  ---------------------------------------------


         Options for shares (the "Shares") of the common stock,  $.001 par value
per share (the "Common Stock") of stereoscape.com,  inc. (the "Company") covered
by this  Prospectus  have been, and may in the future be, granted by the Company
to employees  (including  officers) of the Company under the 1998  Incentive and
Non-qualified Stock Option Plan (the "Plan").  Each employee receiving an option
is offered the  opportunity  to purchase the number of Shares  specified in such
option at a price and on the terms set forth therein.

         The  net  proceeds  of  the  offering   covered   hereby  are  not  now
determinable as such proceeds will depend upon the number of shares offered, the
number of shares  purchased,  prevailing  market  prices and expenses  incurred.
However, the maximum gross proceeds will be $600,000.

         It  is  advisable  for  an  optionee  to  consult  with  legal  counsel
concerning  the  securities  and  tax law  implications  of his  acquisition  or
disposition of shares under the Plan.

         Any  officer,  director  or  beneficial  owner of more  than 10% of the
Company's  common stock who holds an option  under the Plan should  consider the
applicability of Section 16 of the Securities  Exchange Act of 1934, as amended,
in connection with the exercise of any such option and the disposition of any of
the Company's common stock acquired thereby.

         The principal executive office of the Company is located at 3440  Route
9 South, Freehold, New Jersey 07728 and  the telephone number of such office  is
(732)462-7767.

                The date of this Prospectus is June 26, 2000.

                                       3
<PAGE>


                                TABLE OF CONTENTS

                                                                          PAGE

AVAILABLE INFORMATION.............................................          5

INTRODUCTION .....................................................          6

PURPOSE AND ADMINISTRATION OF THE PLAN ...........................          6

DESCRIPTION OF OPTIONS AND TAX STATUS.............................          7

        Award of options .........................................          7
        Eligibility...............................................          7
        Termination and Amendment.................................          7
        Option Price..............................................          7
        Nontransferability .......................................          8
        Federal Income Tax Treatment of Incentive and
              Non-Qualified Stock Options ........................          8

RESTRICTIONS ON RESALE OF COMMON STOCK ...........................          9

DESCRIPTION OF CAPITAL STOCK .....................................          9

        General ..................................................          9
        Common Stock .............................................          9
        Registrar and Transfer Agent .............................          10

LEGAL MATTERS ....................................................          10

INDEMNIFICATION OF OFFICERS AND DIRECTORS ........................          10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ..................          11

ADDITIONAL INFORMATION ...........................................          10


                                       4
<PAGE>

                              AVAILABLE INFORMATION



         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934 and in accordance  therewith  files reports and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Reports,  proxy  statements and other  information  filed by the
Company  can  be  inspected  and  copied  at  the  public  reference  facilities
maintained by the  Commission at Room 1024, 450 Fifth Street,  Washington,  D.C.
20049 and at the following regional offices of the Commission: New York Regional
Office, Room 1400, 75 Park Place, New York, New York 10007; and Chicago Regional
Office, Room 3190, Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago,  Illinois 60611.  Copies of such material can also be obtained from the
Public Reference  Section of the Commission in Washington,  D.C. (at the address
above) at prescribed rates.

         The  Common  Stock  is  traded  in  the   Electronic   Bulletin   Board
(OTC-BB)(symbol "SSCP").

         This Prospectus omits certain information contained in the Registration
Statement on file with the Commission with respect to the Shares offered hereby.
The  information  omitted  may be  obtained  from  the  Commission's  office  in
Washington,  D.C. (at the address above) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

         The Company will provide  without  charge to each person to whom a copy
of this Prospectus has been  delivered,  upon the written or oral request of any
such person, a copy of any or all of the documents  incorporated by reference in
the  Registration  Statement of which this  Prospectus  forms a part  (excluding
exhibits to such  documents  unless  specifically  incorporated  by  reference).
Requests  for  such  copies  should  be  directed  to the  Corporate  Secretary,
stereoscape.com,  inc.,  3440  Route  9  South,   Freehold,   New Jersey  07728,
(732) 462-7767.

         The Company furnishes its shareholders  with annual reports  containing
audited financial statements.

                                       5
<PAGE>

                                  INTRODUCTION


         The Company has adopted the Plan  pursuant to a resolution of its Board
of Directors effective September 1, 1998 and the approval by its shareholders is
anticipated at the Company's next annual meeting.  Under the Plan, Shares may be
offered to  employees  of the Company in  accordance  with the Plan as described
herein.  These  offers  are, or will be, made at the prices and on the terms and
conditions  contained  in the  respective  stock option  agreements  between the
Company and the recipients of stock option grants.

         The Company's  principal executive offices and telephone number are set
forth on the Cover Page of this Prospectus.

         Following is a summary of the Plan,  which is qualified in its entirety
by  reference  to the Plan and certain  other  agreements  which have been filed
previously with the Securities and Exchange  Commission and are  incorporated by
reference to the Registration Statement on Form S-8 relating to this Prospectus.

                       PURPOSE AND ADMINISTRATION OF PLAN


         The Company  believes that the Plan provides  valuable  incentives  for
employees of the Company by  providing  an  opportunity  for  investment  in the
Company's Common Stock, as an inducement for such individuals to remain with the
Company,  and thereby  encouraging  them to increase  their  efforts to make the
Company's business more successful. In accordance with this belief, the Board of
Directors  of  the  Company  adopted  the  Plan  on September 1, 1998, and later
amended it on June 23, 2000.

         Pursuant  to the terms of the amended Plan,  600,000 additional  Shares
are  reserved for issuance  thereunder.  In the event there is any change in the
number of issuedshares of  the  Company without new consideration to the Company
(such as by stock dividends or stock splits) or in  the event that the number of
outstanding shares of the Company is  changed into or exchanged for a  different
number  of  shares  of  Common  Stock  or  other securities of the Company or of
another corporation, whether through reorganization, recapitalization, split-up,
combination  of shares, merger or  consolidation, the number of Shares  reserved
for issuance under the Plan, the  number  of  Shares  subject to any outstanding
option and the option price per Share of each outstanding  stock option shall be
appropriately adjusted.  In the event there is any change in the number  or kind
of outstanding shares of Common Stock or of any  shares or other securities into
which such shares  of  Common  Stock  have  been  changed  or  exchanged,  other
than the transactions specified in this paragraph,  equitable  adjustment in the
options may be made in the sole discretion of the Company's Board of Directors.

         The Company will provide reports to  participating  employees as to the
amount and status of their accounts upon request.

         The Plan is  administered by the Company's Board of Directors or by the
Compensation  Committee (the  "Committee")  of the Company's  Board of Directors
which is composed  of not less than two members of the Board,  each of whom must
be a "disinterested  person" as used in Rule 16b-3 under the Securities Exchange
Act of 1934. The Company currently has two disinterested  directors and the Plan
is therefore administered by them.

                                       6
<PAGE>


                      DESCRIPTION OF OPTIONS AND TAX STATUS

         The Plan  provides for the grant of incentive and  non-qualified  stock
options.  A description of these options and certain  federal income tax aspects
associated  therewith  is set forth  below.  Because tax results may vary due to
individual  circumstances,  each participant in the Plan is urged to consult his
or  her  personal  tax  advisor  with  respect  to the  federal  and  state  tax
consequences of the exercise of an option or the sale of stock received upon the
exercise thereof.

Award of Options

         Options  may be  granted  under  the Plan to all  employees  (including
employees  who are  officers  and/or  directors)  of the  Company.  There  is no
specific limitation on the number of Shares with respect to which options may be
granted to any individual under the Plan.

Eligibility

         Options to purchase shares shall be granted only to employees (the term
"employee" shall include officers as well as other key employees of the Company,
and shall  include  directors  who are also  employees  of the  Company)  of and
consultants  to the Company it being the  intention  of the Company  that awards
shall be made only to persons who satisfy the definition of "employee" contained
in Rule 405 under the Act.

Termination and Amendment

         The  Board  may  amend,  suspend,  or  terminate  the  Plan at any time
provided  that no such  modification  shall  impair the rights of any  recipient
under any award.

Option Price

         The Plan  provides  that the option  price with  respect to each option
will be determined by the Plan's  administrators,  but, in the case of incentive
stock options, shall not be less than 100% (110%, in the case of incentive stock
options  granted to 10%  Shareholders)  of the fair  market  value of the Common
Stock on the date the option is  granted.  Payment of the option  price shall be
made in cash or certified check.

                                       7
<PAGE>

Nontransferability

         Each option  granted under the Plan is not  transferable  by the holder
except by will or the laws of descent and  distribution of the State wherein the
holder is domiciled at the time of his death.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options

           Currently,  an employee  will not be deemed to have  realized  income
upon the grant of a  non-qualified  stock option unless the option has a readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  employee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
Shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the Shares purchased,  at the time of exercise,  over the exercise price. The
Company  will be  entitled to deduct an amount  equal to the amount  included as
income by the employee for the Company's  taxable year which  includes the close
of the employee's taxable year in which the income is included by the employee.

         An employee  will also not be deemed to have  received  income upon the
grant of an incentive stock option or, except as noted below,  upon the exercise
of such option.  Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of the excess of the fair  market  value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option  price.  The Company will be allowed a deduction at the
time of sale in the amount of the ordinary  income  recognized  by the optionee.
The balance of any gain  realized  will be treated as  long-term  or  short-term
capital  gain,  depending  upon the length of time the  shares  were held by the
optionee.

         Generally,  the excess of the fair market value of an  incentive  stock
option at the time of  exercise  (or,  if the  stock  subject  to the  option is
restricted  within the  meaning of Code  Section  83, at such time as the shares
become  transferable  or  are  not  longer  subject  to a  substantial  risk  of
forfeiture),  over the option price  constitutes  an item of tax  preference for
purposes of the alternative minimum tax. Thus, under certain circumstances,  the
exercise  of an  incentive  stock  option  will  result  in a tax at the time of
exercise.

         There can be no assurance that the Code or the Regulations  promulgated
thereunder will not be amended to change these tax consequences.

         Reference  should be made to the applicable  provisions of the Code and
to the Regulations  promulgated  thereunder for more detailed  information as to
the tax  treatment of options  granted  pursuant to the Plan.  Optionees  should
consult their tax advisors with specific  reference to their own tax  situations
and with regard to potential changes in the applicable laws.

                                       8
<PAGE>

                     RESTRICTIONS ON RESALE OF COMMON STOCK


         While  the Plan  does not  place  restrictions  on  resales  of  Shares
acquired  thereunder,  Shares  acquired under the Plan by an "affiliate" as that
term is defined in Rule 405 under the  Securities  Act of 1933,  as amended (the
"Act"), may only be resold pursuant to the registration requirements of the Act,
Rule  144,  or  another  applicable  exemption  therefrom.  Generally,  sales of
securities,  including Shares, are subject to the antifraud provisions contained
in federal and state securities laws. Acquisitions (including acquisitions under
the  Plan)  and  dispositions  of  Shares by an  officer,  director  or  certain
affiliates of the Company within any six-month period may give rise to the right
of the  Company to  recapture  any profit  from such  transactions  pursuant  to
Section 16(b) of the Securities Exchange Act of 1934.

         It is  advisable  for a  participant  to  consult  with  legal  counsel
concerning the securities  law  implications  of his exercise of options and his
acquisition or disposition of Shares under the Plan.


                          DESCRIPTION OF CAPITAL STOCK


General

         The Company's authorized  common  stock consists of  10,000,000 shares,
par  value $.001 per  share.  On February 17, 1999, 2,686,893  shares  of Common
Stock were outstanding.

Common Stock

         Each share of Common Stock has one vote on all matters presented to the
shareholders.

 Since the Common Stock does not have cumulative  voting rights,  the holders of
more  than  50% of the  shares  may,  if they  choose  to do so,  elect  all the
directors  and, in that event,  the holders of the remaining  shares will not be
able to elect any of the  Company's  directors.  The holders of Common Stock are
entitled to  dividends  when and as declared by the Board of  Directors  and are
entitled on  liquidation to all assets  remaining  after payment of or provision
for claims  against the  Company.  The Common Stock has no  preemptive  or other
subscription  rights.  There are no conversion rights or sinking fund provisions
with respect to the Common Stock.

                                       9
<PAGE>

Registrar and Transfer Agent

         The  registrar  and  transfer  agent for the Company's  Common Stock is
Signature  Stock  Transfer, Inc.,  14675  Midway  Road,  Suite 221, Dallas Texas
75244.

                                  LEGAL MATTERS

         The  validity  of the  issuance of the shares of Common  Stock  offered
hereby will be passed upon for the Company by  Greenbaum,  Rowe,  Smith,  Ravin,
Davis & Himmel, Woodbridge, New Jersey.


                    INDEMNIFICATION OF OFFICERS AND DIRECTORS


         Insofar as  indemnification  by the Registrant for liabilities  arising
under the  Securities  Act of 1933 may be permitted to  directors,  officers and
controlling persons of the Registrants pursuant to the provisions  referenced in
this Registration  Statement or otherwise,  the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other that the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the Registrant will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expresses in the securities Act and will be governed by
the final adjudication of such issue.

                                       10
<PAGE>

                             ADDITIONAL INFORMATION


         This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, Washington, D.C., under
the Securities Act of 1933.  This  Prospectus  omits certain of the  information
contained  in the  Registration  Statement  and  reference is hereby made to the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with  respect  to the  Company  and the  securities  to which  this
Prospectus relates. Statements herein contained concerning the provisions of any
document are not necessarily complete, and, in each instance,  reference is made
to the copy of such document filed as an exhibit to the Registration  Statement.
Each such statement is qualified in its entirety by such reference.

                                       11
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Certain Documents by Reference

         The following  documents  filed by the Company with the  Securities and
Exchange Commission are incorporated herein by reference:

         (a)        The Company's Annual Report on Form 10-KSB  for  year  ended
                    December 31, 1999.

         (b)        The Company's 1998 Incentive and  Non-qualified Stock Option
                    Plan included as exhibit 10 to Form 10-SB filed on November
                    6, 1998.

         (c)        All other  reports, if any, filed by the Company pursuant to
                    Section 13 or 15(d) of the  Securities  Exchange Act of 1934
                    for periods since DEcember 31, 1999.

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c) and 15(d) of the  Securities  Exchange  Act of 1934,  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  herein by reference  and to be a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities

         Information regarding the Company's securities is included on Page 8 of
the Prospectus comprising part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Information regarding indemnification of directors and officers is included
on page 9 of the Prospectus comprising a part of this Registration Statement.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

                                       12
<PAGE>

Item 8.  Exhibits

         The following are filed as exhibits to this Registration Statement:

Exhibits

 5     Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel as to the shares
          of Common Stock being registered.

24.1   Consent of Ehrenkrantz Sterling & Co., LLC, Certified Public Accountants

24.2   Consent  of  Greenbaum,  Rowe,  Smith,  Ravin, Davis & Himmel
       (contained in its opinion filed as Exhibit 5).

25     Power of Attorney Regarding Registration Statement.

Item 9.  Undertakings

       The registrant of the securities being registered hereby undertakes:

       (1) To file, during any period in which offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
Registration Statement:

                 (i) to  include  any  prospectus required by section 10(a)(3)of
                 the Securities Act of 1933;

                 (ii) to reflect in the  prospectus  any facts or events arising
                 after the effective date of the Registration  Statement (or the
                 most   recent   post-effective    amendment   thereof)   which,
                 individually  or in  the  aggregate,  represent  a  fundamental
                 change  in  the  information  set  forth  in  the  Registration
                 Statement;

                 (iii) to include any material  information  with respect to the
                 plan  of   distribution   not   previously   disclosed  in  the
                 registration   statement  or  any   material   change  to  such
                 information in the Registration Statement.

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered offering of such
securities at that time shall  therein,  and the offering of such  securities at
that time shall be deemed to be the initial bona fide offering thereof.

                                       13
<PAGE>

       (3) To remove from  registration by means of a  post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering;  provided,  however, that the undertakings set forth in paragraphs
(1) and (2) above do not apply if the  information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

       (4) That, for purposes of determining  any liability under the Securities
Act of 1933, each filing of the  registrant's  Annual Report pursuant to Section
13(a)  or  Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

       (5) To  deliver or cause to be  delivered  with the  prospectus,  to each
employee to whom the  prospectus  is sent or given,  a copy of the  Registrant's
Annual  Report to  stockholders  for its last fiscal year,  unless such employee
otherwise has received a copy of such report, in which case the registrant shall
state in the prospectus that it will promptly furnish, without charge, a copy of
such report, on written request of the employees. If the last fiscal year of the
registrant  has ended  within 120 days prior to the use of the  prospectus,  the
Annual  Report  of the  registrant  for  the  preceding  fiscal  year  may be so
delivered,  but within such 120-day period the Annual Report for the last fiscal
year will be furnished to each employee.

       (6) To transmit or cause to be transmitted to all employees participating
in the Plan who do not otherwise  receive such material as  stockholders  of the
registrant,  at  the  time  and in the  manner  such  material  is  sent  to its
stockholders,  copies of all reports,  proxy statements and other communications
distributed to its stockholders generally.

                                       14
<PAGE>

                                   SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Township of Freehold,  State of New Jersey, on the 27th day
of June, 2000

                                          stereoscape.com, inc.


                                          By:/s/ Mario Bassani
                                                 Mario Bassani
                                                 Chairman of the Board and
                                                 Chief Executive Officer


                                          By:/s/ Gary Hyman
                                                 Gary Hyman
                                                 Chief Financial Officer
                                                 Director


                                          By:/s/ Steve Wise
                                                 Steve Wise
                                                 Director

                                          By:/s/ David Bannon
                                                 David Bannon
                                                 Director


                                       15
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{"company-data": {"conformed-name": "STEREOSCAPE COM INC", "cik": "0000881590", "assigned-sic": "5731", "irs-number": "061469654", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40284", "film-number": "662908"}, "business-address": {"street1": "3440 HIGHWAY 9 SOUTH", "city": "FREEHOLD", "state": "NJ", "zip": "07728", "phone": "7324627767"}, "mail-address": {"street1": "3440 HIGHWAY 9 SOUTH", "city": "FREEHOLD", "state": "NJ", "zip": "07728"}, "former-company": {"former-conformed-name": "ALLIANCE TECHNOLOGIES INC", "date-changed": "19981105"}}
As filed with the Securities and Exchange Commission on June 27, 2000
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             stereoscape.com, inc.
               (exact name of issuer as specified in its charter)

                     Nevada                  06-1469654
           (State of incorporation)      (federal ID number)

  3440 Route 9 South
  Freehold, New Jersey                              07728
 (Address of Principal                             (Zip Code)
   Executive Offices)
                              stereoscape.com, inc.
               1998 Incentive and Non-qualified Stock Option Plan
                            (Full Title of the Plan)

                                                With copy to:

Mr. Mario Bassani                               W. Raymond Felton, Esq.
stereoscape.com, inc.                           Greenbaum, Rowe, Smith, Ravin,
3440 Route 9 South                              Davis & Himmel
Freehold, New Jersey  07728                     Metro Corporate Campus I
(732)462-7767                                   P.O. Box 5600
(Name, address and telephone                    Woodbridge, New Jersey  07095
number of agent for service)                    (732)549-5600

Appropriate Date of Commencement of Proposed Offer to Public:  From time to time
after the effective date of this Registration Statement.

                      CALCULATION OF REGISTRATION FEE
                  |               | Proposed | Proposed |
                  |               | maximum  | maximum  |
Title of Proposed | Amount        | offering | aggregate| Amount of
securities to     | to be         | price per| offering | registration
be registered     | Registered(1) | share (2)| price(2) | fee
---------------------------------------------------------------------------
                  |               |          |          |
Common Stock;     |               |          |          |
$.001 par value   |               |          |          |
per share         | 600,000 shares|  $1.000  | $600,000 |    $158.40
---------------------------------------------------------------------------

1) An undetermined  number of additional shares may be issued may be issued as a
result of stock dividends, stock splits or other recapitalizations.

2) These  shares of Common  Stock  represent  the  shares of Common  Stock  with
respect to which  aditional options may be granted under the 1998 Incentive  and
Non-Qualified Stock Option Plan. None of the  above options have been granted as
of  June 26, 2000.  The  shares  are  to  be  offered  at prices  not  presently
determinable.  Pursuant  to  Rule 457(h), the  option price  for these shares is
estimated  solely  for  the purpose  of determining  the registration fee and is
based  upon   the  closing  price of  the Common  Stock  on  June 23, 2000 which
was $1.00 as reported by the Electronic Bulletin Board.

                                  Page 1 of 18
Exhibit Index on Page II-2

Cross  reference  sheet showing the location in the  Prospectus  of  information
required to be included in the Prospectus in response to Items of Form S-8.

Item      Caption or Sub-Caption in Prospectus                             Page

1.        Plan Information  . . . . . . . . . . . . . . . . .               6

2.        Registrant Information and Employee Plan
            Annual Information  . . . . . . . . . . . . . . .               6

3.        Incorporation of Documents by Reference . . . . . .               11

4.        Description of Securities . . . . . . . . . . . . .               9

5.        Interests of Named Experts and Counsel  . . . . . .              N/A

6.        Indemnification of Officers and Directors . . . . .               10

7.        Exemption From Registration Claimed . . . . . . . .              N/A

8.        Exhibits  . . . . . . . . . . . . . . . . . . . . .               12

9.        Undertakings  . . . . . . . . . . . . . . . . . . .               12

                                       2
PROSPECTUS

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
            SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                              stereoscape.com, inc.
               1998 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
                  ---------------------------------------------

                         600,000 SHARES OF COMMON STOCK
                           ($.001 PAR VALUE PER SHARE)
                  ---------------------------------------------

         Options for shares (the "Shares") of the common stock,  $.001 par value
per share (the "Common Stock") of stereoscape.com,  inc. (the "Company") covered
by this  Prospectus  have been, and may in the future be, granted by the Company
to employees  (including  officers) of the Company under the 1998  Incentive and
Non-qualified Stock Option Plan (the "Plan").  Each employee receiving an option
is offered the  opportunity  to purchase the number of Shares  specified in such
option at a price and on the terms set forth therein.

         The  net  proceeds  of  the  offering   covered   hereby  are  not  now
determinable as such proceeds will depend upon the number of shares offered, the
number of shares  purchased,  prevailing  market  prices and expenses  incurred.
However, the maximum gross proceeds will be $600,000.

         It  is  advisable  for  an  optionee  to  consult  with  legal  counsel
concerning  the  securities  and  tax law  implications  of his  acquisition  or
disposition of shares under the Plan.

         Any  officer,  director  or  beneficial  owner of more  than 10% of the
Company's  common stock who holds an option  under the Plan should  consider the
applicability of Section 16 of the Securities  Exchange Act of 1934, as amended,
in connection with the exercise of any such option and the disposition of any of
the Company's common stock acquired thereby.

         The principal executive office of the Company is located at 3440  Route
9 South, Freehold, New Jersey 07728 and  the telephone number of such office  is
(732)462-7767.

                The date of this Prospectus is June 26, 2000.

                                       3
TABLE OF CONTENTS

                                                                          PAGE

AVAILABLE INFORMATION.............................................          5

INTRODUCTION .....................................................          6

PURPOSE AND ADMINISTRATION OF THE PLAN ...........................          6

DESCRIPTION OF OPTIONS AND TAX STATUS.............................          7

        Award of options .........................................          7
        Eligibility...............................................          7
        Termination and Amendment.................................          7
        Option Price..............................................          7
        Nontransferability .......................................          8
        Federal Income Tax Treatment of Incentive and
              Non-Qualified Stock Options ........................          8

RESTRICTIONS ON RESALE OF COMMON STOCK ...........................          9

DESCRIPTION OF CAPITAL STOCK .....................................          9

        General ..................................................          9
        Common Stock .............................................          9
        Registrar and Transfer Agent .............................          10

LEGAL MATTERS ....................................................          10

INDEMNIFICATION OF OFFICERS AND DIRECTORS ........................          10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ..................          11

ADDITIONAL INFORMATION ...........................................          10

                                       4
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange Act of 1934 and in accordance  therewith  files reports and
other   information   with  the   Securities   and  Exchange   Commission   (the
"Commission").  Reports,  proxy  statements and other  information  filed by the
Company  can  be  inspected  and  copied  at  the  public  reference  facilities
maintained by the  Commission at Room 1024, 450 Fifth Street,  Washington,  D.C.
20049 and at the following regional offices of the Commission: New York Regional
Office, Room 1400, 75 Park Place, New York, New York 10007; and Chicago Regional
Office, Room 3190, Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago,  Illinois 60611.  Copies of such material can also be obtained from the
Public Reference  Section of the Commission in Washington,  D.C. (at the address
above) at prescribed rates.

         The  Common  Stock  is  traded  in  the   Electronic   Bulletin   Board
(OTC-BB)(symbol "SSCP").

         This Prospectus omits certain information contained in the Registration
Statement on file with the Commission with respect to the Shares offered hereby.
The  information  omitted  may be  obtained  from  the  Commission's  office  in
Washington,  D.C. (at the address above) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

         The Company will provide  without  charge to each person to whom a copy
of this Prospectus has been  delivered,  upon the written or oral request of any
such person, a copy of any or all of the documents  incorporated by reference in
the  Registration  Statement of which this  Prospectus  forms a part  (excluding
exhibits to such  documents  unless  specifically  incorporated  by  reference).
Requests  for  such  copies  should  be  directed  to the  Corporate  Secretary,
stereoscape.com,  inc.,  3440  Route  9  South,   Freehold,   New Jersey  07728,
(732) 462-7767.

         The Company furnishes its shareholders  with annual reports  containing
audited financial statements.

                                       5
INTRODUCTION

         The Company has adopted the Plan  pursuant to a resolution of its Board
of Directors effective September 1, 1998 and the approval by its shareholders is
anticipated at the Company's next annual meeting.  Under the Plan, Shares may be
offered to  employees  of the Company in  accordance  with the Plan as described
herein.  These  offers  are, or will be, made at the prices and on the terms and
conditions  contained  in the  respective  stock option  agreements  between the
Company and the recipients of stock option grants.

         The Company's  principal executive offices and telephone number are set
forth on the Cover Page of this Prospectus.

         Following is a summary of the Plan,  which is qualified in its entirety
by  reference  to the Plan and certain  other  agreements  which have been filed
previously with the Securities and Exchange  Commission and are  incorporated by
reference to the Registration Statement on Form S-8 relating to this Prospectus.

                       PURPOSE AND ADMINISTRATION OF PLAN

         The Company  believes that the Plan provides  valuable  incentives  for
employees of the Company by  providing  an  opportunity  for  investment  in the
Company's Common Stock, as an inducement for such individuals to remain with the
Company,  and thereby  encouraging  them to increase  their  efforts to make the
Company's business more successful. In accordance with this belief, the Board of
Directors  of  the  Company  adopted  the  Plan  on September 1, 1998, and later
amended it on June 23, 2000.

         Pursuant  to the terms of the amended Plan,  600,000 additional  Shares
are  reserved for issuance  thereunder.  In the event there is any change in the
number of issuedshares of  the  Company without new consideration to the Company
(such as by stock dividends or stock splits) or in  the event that the number of
outstanding shares of the Company is  changed into or exchanged for a  different
number  of  shares  of  Common  Stock  or  other securities of the Company or of
another corporation, whether through reorganization, recapitalization, split-up,
combination  of shares, merger or  consolidation, the number of Shares  reserved
for issuance under the Plan, the  number  of  Shares  subject to any outstanding
option and the option price per Share of each outstanding  stock option shall be
appropriately adjusted.  In the event there is any change in the number  or kind
of outstanding shares of Common Stock or of any  shares or other securities into
which such shares  of  Common  Stock  have  been  changed  or  exchanged,  other
than the transactions specified in this paragraph,  equitable  adjustment in the
options may be made in the sole discretion of the Company's Board of Directors.

         The Company will provide reports to  participating  employees as to the
amount and status of their accounts upon request.

         The Plan is  administered by the Company's Board of Directors or by the
Compensation  Committee (the  "Committee")  of the Company's  Board of Directors
which is composed  of not less than two members of the Board,  each of whom must
be a "disinterested  person" as used in Rule 16b-3 under the Securities Exchange
Act of 1934. The Company currently has two disinterested  directors and the Plan
is therefore administered by them.

                                       6
DESCRIPTION OF OPTIONS AND TAX STATUS

         The Plan  provides for the grant of incentive and  non-qualified  stock
options.  A description of these options and certain  federal income tax aspects
associated  therewith  is set forth  below.  Because tax results may vary due to
individual  circumstances,  each participant in the Plan is urged to consult his
or  her  personal  tax  advisor  with  respect  to the  federal  and  state  tax
consequences of the exercise of an option or the sale of stock received upon the
exercise thereof.

Award of Options

         Options  may be  granted  under  the Plan to all  employees  (including
employees  who are  officers  and/or  directors)  of the  Company.  There  is no
specific limitation on the number of Shares with respect to which options may be
granted to any individual under the Plan.

Eligibility

         Options to purchase shares shall be granted only to employees (the term
"employee" shall include officers as well as other key employees of the Company,
and shall  include  directors  who are also  employees  of the  Company)  of and
consultants  to the Company it being the  intention  of the Company  that awards
shall be made only to persons who satisfy the definition of "employee" contained
in Rule 405 under the Act.

Termination and Amendment

         The  Board  may  amend,  suspend,  or  terminate  the  Plan at any time
provided  that no such  modification  shall  impair the rights of any  recipient
under any award.

Option Price

         The Plan  provides  that the option  price with  respect to each option
will be determined by the Plan's  administrators,  but, in the case of incentive
stock options, shall not be less than 100% (110%, in the case of incentive stock
options  granted to 10%  Shareholders)  of the fair  market  value of the Common
Stock on the date the option is  granted.  Payment of the option  price shall be
made in cash or certified check.

                                       7
Nontransferability

         Each option  granted under the Plan is not  transferable  by the holder
except by will or the laws of descent and  distribution of the State wherein the
holder is domiciled at the time of his death.

Federal Income Tax Treatment of Incentive and Non-Qualified Stock Options

           Currently,  an employee  will not be deemed to have  realized  income
upon the grant of a  non-qualified  stock option unless the option has a readily
ascertainable  fair  market  value  at the  time it is  granted.  Generally,  an
employee will  recognize  ordinary  income upon the exercise of a  non-qualified
stock option (or, if the stock  subject to the option is  restricted  within the
meaning  of Code  Section  83 and the  employee  does  not  otherwise  elect  to
recognize  income  upon the  exercise of the stock  option,  at such time as the
Shares become  transferable  or are no longer  subject to a substantial  risk of
forfeiture)  in an amount  equal to the excess (if any) of the fair market value
of the Shares purchased,  at the time of exercise,  over the exercise price. The
Company  will be  entitled to deduct an amount  equal to the amount  included as
income by the employee for the Company's  taxable year which  includes the close
of the employee's taxable year in which the income is included by the employee.

         An employee  will also not be deemed to have  received  income upon the
grant of an incentive stock option or, except as noted below,  upon the exercise
of such option.  Unless shares acquired upon exercise are disposed of within two
years of the date of grant or within one year of exercise, upon the sale of such
shares,  the optionee will generally  recognize capital gain or loss measured by
the  difference  between the amount  realized on the sale and the price paid for
the shares.  If a sale is made prior to either of such dates, an optionee's gain
on the sale of the shares  will be treated as  ordinary  income to the extent of
the lesser of the excess of the fair  market  value of the shares at the time of
exercise over the option price and the excess of the amount realized on the sale
of stock over the option  price.  The Company will be allowed a deduction at the
time of sale in the amount of the ordinary  income  recognized  by the optionee.
The balance of any gain  realized  will be treated as  long-term  or  short-term
capital  gain,  depending  upon the length of time the  shares  were held by the
optionee.

         Generally,  the excess of the fair market value of an  incentive  stock
option at the time of  exercise  (or,  if the  stock  subject  to the  option is
restricted  within the  meaning of Code  Section  83, at such time as the shares
become  transferable  or  are  not  longer  subject  to a  substantial  risk  of
forfeiture),  over the option price  constitutes  an item of tax  preference for
purposes of the alternative minimum tax. Thus, under certain circumstances,  the
exercise  of an  incentive  stock  option  will  result  in a tax at the time of
exercise.

         There can be no assurance that the Code or the Regulations  promulgated
thereunder will not be amended to change these tax consequences.

         Reference  should be made to the applicable  provisions of the Code and
to the Regulations  promulgated  thereunder for more detailed  information as to
the tax  treatment of options  granted  pursuant to the Plan.  Optionees  should
consult their tax advisors with specific  reference to their own tax  situations
and with regard to potential changes in the applicable laws.

                                       8
RESTRICTIONS ON RESALE OF COMMON STOCK

         While  the Plan  does not  place  restrictions  on  resales  of  Shares
acquired  thereunder,  Shares  acquired under the Plan by an "affiliate" as that
term is defined in Rule 405 under the  Securities  Act of 1933,  as amended (the
"Act"), may only be resold pursuant to the registration requirements of the Act,
Rule  144,  or  another  applicable  exemption  therefrom.  Generally,  sales of
securities,  including Shares, are subject to the antifraud provisions contained
in federal and state securities laws. Acquisitions (including acquisitions under
the  Plan)  and  dispositions  of  Shares by an  officer,  director  or  certain
affiliates of the Company within any six-month period may give rise to the right
of the  Company to  recapture  any profit  from such  transactions  pursuant  to
Section 16(b) of the Securities Exchange Act of 1934.

         It is  advisable  for a  participant  to  consult  with  legal  counsel
concerning the securities  law  implications  of his exercise of options and his
acquisition or disposition of Shares under the Plan.

                          DESCRIPTION OF CAPITAL STOCK

General

         The Company's authorized  common  stock consists of  10,000,000 shares,
par  value $.001 per  share.  On February 17, 1999, 2,686,893  shares  of Common
Stock were outstanding.

Common Stock

         Each share of Common Stock has one vote on all matters presented to the
shareholders.

 Since the Common Stock does not have cumulative  voting rights,  the holders of
more  than  50% of the  shares  may,  if they  choose  to do so,  elect  all the
directors  and, in that event,  the holders of the remaining  shares will not be
able to elect any of the  Company's  directors.  The holders of Common Stock are
entitled to  dividends  when and as declared by the Board of  Directors  and are
entitled on  liquidation to all assets  remaining  after payment of or provision
for claims  against the  Company.  The Common Stock has no  preemptive  or other
subscription  rights.  There are no conversion rights or sinking fund provisions
with respect to the Common Stock.

                                       9
Registrar and Transfer Agent

         The  registrar  and  transfer  agent for the Company's  Common Stock is
Signature  Stock  Transfer, Inc.,  14675  Midway  Road,  Suite 221, Dallas Texas
75244.

                                  LEGAL MATTERS

         The  validity  of the  issuance of the shares of Common  Stock  offered
hereby will be passed upon for the Company by  Greenbaum,  Rowe,  Smith,  Ravin,
Davis & Himmel, Woodbridge, New Jersey.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Insofar as  indemnification  by the Registrant for liabilities  arising
under the  Securities  Act of 1933 may be permitted to  directors,  officers and
controlling persons of the Registrants pursuant to the provisions  referenced in
this Registration  Statement or otherwise,  the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other that the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered hereunder,  the Registrant will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expresses in the securities Act and will be governed by
the final adjudication of such issue.

                                       10
ADDITIONAL INFORMATION

         This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, Washington, D.C., under
the Securities Act of 1933.  This  Prospectus  omits certain of the  information
contained  in the  Registration  Statement  and  reference is hereby made to the
Registration  Statement  and  to  the  exhibits  relating  thereto  for  further
information  with  respect  to the  Company  and the  securities  to which  this
Prospectus relates. Statements herein contained concerning the provisions of any
document are not necessarily complete, and, in each instance,  reference is made
to the copy of such document filed as an exhibit to the Registration  Statement.
Each such statement is qualified in its entirety by such reference.

                                       11
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference

         The following  documents  filed by the Company with the  Securities and
Exchange Commission are incorporated herein by reference:

         (a)        The Company's Annual Report on Form 10-KSB  for  year  ended
                    December 31, 1999.

         (b)        The Company's 1998 Incentive and  Non-qualified Stock Option
                    Plan included as exhibit 10 to Form 10-SB filed on November
                    6, 1998.

         (c)        All other  reports, if any, filed by the Company pursuant to
                    Section 13 or 15(d) of the  Securities  Exchange Act of 1934
                    for periods since DEcember 31, 1999.

         All  documents  subsequently  filed by the Company  pursuant to Section
13(a),  13(c) and 15(d) of the  Securities  Exchange  Act of 1934,  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  herein by reference  and to be a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities

         Information regarding the Company's securities is included on Page 8 of
the Prospectus comprising part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Information regarding indemnification of directors and officers is included
on page 9 of the Prospectus comprising a part of this Registration Statement.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

                                       12
Item 8.  Exhibits

         The following are filed as exhibits to this Registration Statement:

Exhibits

 5     Opinion of Greenbaum, Rowe, Smith, Ravin, Davis & Himmel as to the shares
          of Common Stock being registered.

24.1   Consent of Ehrenkrantz Sterling & Co., LLC, Certified Public Accountants

24.2   Consent  of  Greenbaum,  Rowe,  Smith,  Ravin, Davis & Himmel
       (contained in its opinion filed as Exhibit 5).

25     Power of Attorney Regarding Registration Statement.

Item 9.  Undertakings

       The registrant of the securities being registered hereby undertakes:

       (1) To file, during any period in which offers or sales are being made of
the  securities   registered   hereby,  a   post-effective   amendment  to  this
Registration Statement:

                 (i) to  include  any  prospectus required by section 10(a)(3)of
                 the Securities Act of 1933;

                 (ii) to reflect in the  prospectus  any facts or events arising
                 after the effective date of the Registration  Statement (or the
                 most   recent   post-effective    amendment   thereof)   which,
                 individually  or in  the  aggregate,  represent  a  fundamental
                 change  in  the  information  set  forth  in  the  Registration
                 Statement;

                 (iii) to include any material  information  with respect to the
                 plan  of   distribution   not   previously   disclosed  in  the
                 registration   statement  or  any   material   change  to  such
                 information in the Registration Statement.

       (2)  That,  for the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered offering of such
securities at that time shall  therein,  and the offering of such  securities at
that time shall be deemed to be the initial bona fide offering thereof.

                                       13
(3) To remove from  registration by means of a  post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering;  provided,  however, that the undertakings set forth in paragraphs
(1) and (2) above do not apply if the  information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

       (4) That, for purposes of determining  any liability under the Securities
Act of 1933, each filing of the  registrant's  Annual Report pursuant to Section
13(a)  or  Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

       (5) To  deliver or cause to be  delivered  with the  prospectus,  to each
employee to whom the  prospectus  is sent or given,  a copy of the  Registrant's
Annual  Report to  stockholders  for its last fiscal year,  unless such employee
otherwise has received a copy of such report, in which case the registrant shall
state in the prospectus that it will promptly furnish, without charge, a copy of
such report, on written request of the employees. If the last fiscal year of the
registrant  has ended  within 120 days prior to the use of the  prospectus,  the
Annual  Report  of the  registrant  for  the  preceding  fiscal  year  may be so
delivered,  but within such 120-day period the Annual Report for the last fiscal
year will be furnished to each employee.

       (6) To transmit or cause to be transmitted to all employees participating
in the Plan who do not otherwise  receive such material as  stockholders  of the
registrant,  at  the  time  and in the  manner  such  material  is  sent  to its
stockholders,  copies of all reports,  proxy statements and other communications
distributed to its stockholders generally.

                                       14
SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Township of Freehold,  State of New Jersey, on the 27th day
of June, 2000

                                          stereoscape.com, inc.

                                          By:/s/ Mario Bassani
                                                 Mario Bassani
                                                 Chairman of the Board and
                                                 Chief Executive Officer

                                          By:/s/ Gary Hyman
                                                 Gary Hyman
                                                 Chief Financial Officer
                                                 Director

                                          By:/s/ Steve Wise
                                                 Steve Wise
                                                 Director

                                          By:/s/ David Bannon
                                                 David Bannon
                                                 Director

                                       15