UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K
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, 2000
stereoscape.com, inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 95-4598912
(STATE OR JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
3440 ROUTE 9 SOUTH, FREEHOLD, NEW JERSEY 07728
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (732) 462-7767
<PAGE>
Item 2(a). ACQUISITION OR DISPOSITION OF ASSETS
On December 12, 2000 ("the closing date"), stereoscape.com, inc.,
("stereoscape" or "the Company") acquired Marx Toys, Inc. ("Marx Toys"), a
Florida Corporation located at 1800 NE 114th Street, North Miami, Florida 33181.
Prior to the closing, all of the outstanding common shares of Marx Toys,
Inc. were held by Jay Horowitz ("Horowitz") of North Miami, Florida, the sole
shareholder, and at closing were converted into 15,000,000 shares of stereoscape
common stock.
Upon the transfer of the stereoscape shares to Horowitz, Marx Toys became a
wholly owned subsidiary of stereoscape.
There was no material relationship between Horowitz and stereoscape or any
of its affiliates, any director or officer of stereoscape, or any associate of
any such director or officer.
Consideration for the acquisition was solely in the form of a stock for
stock exchange.
Item 7(a). FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Audited financial statements of Marx Toys, Inc. will be provided by
amendment to this filing no later than February 23, 2001.
Item 7(b). PRO FORMA FINANCIAL INFORMATION
Po forma financial information which presents the effects of the
acquisition of Marx Toys by the registrant as if the acquisition had been
completed as of December 31, 1999 will be provided by amendment to this filing
no later than February 23, 2001.
2
<PAGE>
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: December 26, 2000 By:/s/ Mario Bassani
---------------------
Mario Bassani
Chairman
Chief Executive Officer
December 26, 2000 By:/s/ Gary B. Hyman
---------------------
Gary B. Hyman
Chief Financial Officer
Secretary
Director
3
