<PAGE>

      As filed with the Securities and Exchange Commission on July 5, 2000
                                                       Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 3DSHOPPING.COM
             (Exact name of registrant as specified in its charter)

                                   ----------

             CALIFORNIA                               95-4594029
   (State or other jurisdiction                     (IRS Employer
   of incorporation or organization)                Identification No.)

                              308 WASHINGTON BLVD.
                        MARINA DEL REY, CALIFORNIA 90292
                          (Address, including zip code,
                         of Principal Executive Offices)

                                   ----------

                3DSHOPPING.COM 1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plan)
                               -------------------

                               GIA HONNEN WEISDORN
                                 GENERAL COUNSEL
                                 3DSHOPPING.COM
                              308 WASHINGTON BLVD.
                        MARINA DEL REY, CALIFORNIA 90292
                                 (310) 301-6733
           (Name, address, and telephone number of agent for service)

                                   Copies to:

                               John J. Halle, Esq.
                             Jason M. Brauser, Esq.
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum     Proposed Maximum
 Title of Securities to            Amount to be      Offering Price Per   Aggregate Offering         Amount of
     Be Registered                  Registered            Share (1)            Price (1)          Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                  <C>                     <C>
--------------------------------------------------------------------------------------------------------------------
 Common Stock
 at no par value                 2,000,000 Shares           $13.06           $26,120,000.00            $6,896.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The proposed maximum offering price per share and proposed maximum aggregate
offering price were estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on the average of the high and low
prices of the Common Stock on June 27, 2000.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by 3Dshopping.com (the "Registrant") with the
Securities and Exchange Commission are incorporated herein by reference:

          (a) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
     prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
     that contains audited financial statements for the Registrant's latest
     fiscal year for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Registrant
     contained in the Registrant's registration statement filed under Section 12
     of the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The California Corporations Code provides for the indemnification of
directors, officers, employees and agents of the Registrant under the
circumstances as set forth in section 317 thereof. Section 317 permits a
corporation to indemnify its agents, typically directors and


                                      II-3
<PAGE>

officers, for expenses incurred or settlements or judgments paid in connection
with certain legal proceedings. Only those legal proceedings arising out of such
persons' actions as agents of the corporation may be grounds for
indemnification.

     Whether indemnification may be paid in a particular case depends on whether
the agent wins, loses or settles the suit and upon whether a third party or the
corporation itself is the plaintiff. The section provides for mandatory
indemnification, no matter who the plaintiff is, when an agent is successful on
the merits of a suit. In all other cases, indemnification is permissive and
sometimes requires approval of the court in which the suit is or was pending.

     If the agent loses or settles a suit with a plaintiff who is not the
Registrant or who did not threaten or bring suit on the Registrant's behalf, the
agent may be indemnified for expenses incurred and settlements or judgments
paid. Such indemnification may be authorized upon a finding that the agent acted
in good faith and in a manner he or she reasonably believed to be in the best
interests of the corporation, and, in a criminal proceeding, only where the
agent had no reasonable cause to believe his or her conduct was unlawful.

     If the agent loses or settles a suit with a plaintiff who is the Registrant
or who threatened or brought suit on the Registrant's behalf, the agent may be
indemnified for expenses actually and reasonably incurred in connection with the
defense or settlement of the action. Such indemnification may be authorized upon
a finding that the agent acted in good faith and in a manner he or she believed
to be in the best interests of the corporation and its shareholders. However, no
indemnification is permitted where the agent breached his or her duty to the
Registrant, unless the court in which the proceeding is or was pending
determines that the agent is fairly and reasonably entitled to indemnity for
certain expenses. No indemnification is permitted where a settlement is reached
without court approval.

     Where permissive indemnification provisions control, indemnification may be
authorized by a majority vote of the disinterested directors, by an independent
legal counsel's written opinion, by the Registrant's shareholders (the person to
be indemnified is excluded from voting his or her shares), or by the court in
which the proceeding is or was pending.

     Any provision in a corporation's articles of incorporation or bylaws or
contained in a shareholder or director resolution that indemnifies its officers
or directors must be consistent with section 317. Moreover, such a provision may
prohibit permissive, but not mandatory, indemnification as described above.
Last, a corporation has the power to purchase indemnity insurance for its agents
even if it would not have the power to indemnify them.

     The Registrant's Articles of Incorporation generally authorize the Board of
Directors to provide indemnification of its agents through Bylaw provisions or
agreements relating to indemnification, or through both, subject to the limits
on such indemnification in the California Corporations Code. The Registrant's
Bylaws cannot deny or limit this general indemnification


                                      II-4
<PAGE>

authorization.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

     The Registrant maintains insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

Item 8.  EXHIBITS.

               4.1  Amended and Restated Articles of Incorporation of the
                    Registrant (incorporated by reference to Exhibit 3.1 to the
                    Registrant's Registration Statement on From S-1, File No.
                    333-74795).

               4.2  Amended and Restated Bylaws of the Registrant (incorporated
                    by reference to Exhibit 3.2 to the Registrant's Registration
                    Statement on Form S-1, File No. 333-74795).

               5.1  Opinion of Stoel Rives LLP.

               23.1 Consent of Friedman, Minsk, Cole & Fastovsky.

               23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

               24.1 Powers of Attorney (included in the signature pages of this
                    registration statement).


Item 9.   UNDERTAKINGS.

      (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:


                                      II-5
<PAGE>



               (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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to section 13 or section 15(d)
     of the Securities Exchange Act of 1934 that are incorporated by reference
     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
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (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.

     (b) The undersigned registrant hereby undertakes 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.


                                      II-6
<PAGE>

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than 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, 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 expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-7
<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 City of Marina del Rey, State of California on June 29, 2000.

                                        3DSHOPPING.COM


                                        By: HOWARD COHN
                                           -----------------------
                                            Name: Howard Cohn
                                            Title: Senior Vice President of
                                            Administration and Acting Chief
                                            Financial Officer

     KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of 3DSHOPPING.COM, does hereby constitute and appoint Howard Cohn and
Lawrence Weisdorn, and each of them, his true and lawful attorney and agent to
do any and all acts and things and to execute in his name (whether on behalf of
3Dshopping.com or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable 3Dshopping.com to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration under the Securities Act
of 1933, as amended, of shares of Common Stock of 3Dshopping.com issuable
pursuant to the 1999 Stock Purchase Plan, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
3Dshopping.com or as an officer or director of said Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including a
post-effective amendment) or application for amendment thereto in respect to
such Common Stock or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorney and agent shall do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 29, 2000.

             Signature                                Title
             ---------                                -----

      TERRY GOURLEY               Chief Executive Officer and Director
     -----------------------      (Principal Executive Officer)
     Terry Gourley


      HOWARD COHN                 Senior Vice President of Administration and
     -----------------------      Acting Chief Financial Officer (Principal
     Howard Cohn                  Financial and Accounting Officer)


                                      II-8
<PAGE>

      LAWRENCE WEISDORN           Chairman of the Board of Directors
     -----------------------
     Lawrence Weisdorn


     -----------------------      Director
     James Jensen


      JOEL F. MCINTYRE            Director
     -----------------------
     Joel F. McIntyre


     -----------------------      Director
     MaryAnn O'Donnell


                                      II-9
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number        Document Description
------        --------------------
<S>    <C>

4.1           Amended and Restated Articles of Incorporation of the Registrant
              (incorporated by reference to Exhibit 3.1.1 to the Registrant's
              Registration Statement on From S-1, File No. 333-74795).

4.2           Amended and Restated Bylaws of the Registrant (incorporated by
              reference to Exhibit 3.2 to the Registrant's Registration
              Statement on Form S-1, File No. 333-74795).

5.1    Opinion of Stoel Rives LLP.

23.1   Consent of Friedman, Minsk, Cole & Fastovsky.

23.2   Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1   Powers of Attorney (included in the signature pages of this registration
       statement).
</TABLE>


                                     II-10
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 19689}]
{"company-data": {"conformed-name": "3DSHOPPING COM", "cik": "0001081920", "assigned-sic": "7389", "irs-number": "954594029", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40830", "film-number": "667852"}, "business-address": {"street1": "517 BOCCACCIO AVENUE", "city": "VENICE", "state": "CA", "zip": "90291", "phone": "3103016733"}, "mail-address": {"street1": "517 BOCCACCIO AVENUE", "city": "VENICE", "state": "CA", "zip": "90291"}}
As filed with the Securities and Exchange Commission on July 5, 2000
                                                       Registration No. ________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                 3DSHOPPING.COM
             (Exact name of registrant as specified in its charter)

                                   ----------

             CALIFORNIA                               95-4594029
   (State or other jurisdiction                     (IRS Employer
   of incorporation or organization)                Identification No.)

                              308 WASHINGTON BLVD.
                        MARINA DEL REY, CALIFORNIA 90292
                          (Address, including zip code,
                         of Principal Executive Offices)

                                   ----------

                3DSHOPPING.COM 1999 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of plan)
                               -------------------

                               GIA HONNEN WEISDORN
                                 GENERAL COUNSEL
                                 3DSHOPPING.COM
                              308 WASHINGTON BLVD.
                        MARINA DEL REY, CALIFORNIA 90292
                                 (310) 301-6733
           (Name, address, and telephone number of agent for service)

                                   Copies to:

                               John J. Halle, Esq.
                             Jason M. Brauser, Esq.
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum     Proposed Maximum
 Title of Securities to            Amount to be      Offering Price Per   Aggregate Offering         Amount of
     Be Registered                  Registered            Share (1)            Price (1)          Registration Fee
--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
 Common Stock
 at no par value                 2,000,000 Shares           $13.06           $26,120,000.00            $6,896.00
--------------------------------------------------------------------------------------------------------------------
(1) The proposed maximum offering price per share and proposed maximum aggregate
offering price were estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The
calculation of the registration fee is based on the average of the high and low
prices of the Common Stock on June 27, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by 3Dshopping.com (the "Registrant") with the
Securities and Exchange Commission are incorporated herein by reference:

          (a) The Registrant's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
     prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
     that contains audited financial statements for the Registrant's latest
     fiscal year for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Registrant
     contained in the Registrant's registration statement filed under Section 12
     of the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   DESCRIPTION OF SECURITIES.

               Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The California Corporations Code provides for the indemnification of
directors, officers, employees and agents of the Registrant under the
circumstances as set forth in section 317 thereof. Section 317 permits a
corporation to indemnify its agents, typically directors and

                                      II-3
officers, for expenses incurred or settlements or judgments paid in connection
with certain legal proceedings. Only those legal proceedings arising out of such
persons' actions as agents of the corporation may be grounds for
indemnification.

     Whether indemnification may be paid in a particular case depends on whether
the agent wins, loses or settles the suit and upon whether a third party or the
corporation itself is the plaintiff. The section provides for mandatory
indemnification, no matter who the plaintiff is, when an agent is successful on
the merits of a suit. In all other cases, indemnification is permissive and
sometimes requires approval of the court in which the suit is or was pending.

     If the agent loses or settles a suit with a plaintiff who is not the
Registrant or who did not threaten or bring suit on the Registrant's behalf, the
agent may be indemnified for expenses incurred and settlements or judgments
paid. Such indemnification may be authorized upon a finding that the agent acted
in good faith and in a manner he or she reasonably believed to be in the best
interests of the corporation, and, in a criminal proceeding, only where the
agent had no reasonable cause to believe his or her conduct was unlawful.

     If the agent loses or settles a suit with a plaintiff who is the Registrant
or who threatened or brought suit on the Registrant's behalf, the agent may be
indemnified for expenses actually and reasonably incurred in connection with the
defense or settlement of the action. Such indemnification may be authorized upon
a finding that the agent acted in good faith and in a manner he or she believed
to be in the best interests of the corporation and its shareholders. However, no
indemnification is permitted where the agent breached his or her duty to the
Registrant, unless the court in which the proceeding is or was pending
determines that the agent is fairly and reasonably entitled to indemnity for
certain expenses. No indemnification is permitted where a settlement is reached
without court approval.

     Where permissive indemnification provisions control, indemnification may be
authorized by a majority vote of the disinterested directors, by an independent
legal counsel's written opinion, by the Registrant's shareholders (the person to
be indemnified is excluded from voting his or her shares), or by the court in
which the proceeding is or was pending.

     Any provision in a corporation's articles of incorporation or bylaws or
contained in a shareholder or director resolution that indemnifies its officers
or directors must be consistent with section 317. Moreover, such a provision may
prohibit permissive, but not mandatory, indemnification as described above.
Last, a corporation has the power to purchase indemnity insurance for its agents
even if it would not have the power to indemnify them.

     The Registrant's Articles of Incorporation generally authorize the Board of
Directors to provide indemnification of its agents through Bylaw provisions or
agreements relating to indemnification, or through both, subject to the limits
on such indemnification in the California Corporations Code. The Registrant's
Bylaws cannot deny or limit this general indemnification

                                      II-4
authorization.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

     The Registrant maintains insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

Item 8.  EXHIBITS.

               4.1  Amended and Restated Articles of Incorporation of the
                    Registrant (incorporated by reference to Exhibit 3.1 to the
                    Registrant's Registration Statement on From S-1, File No.
                    333-74795).

               4.2  Amended and Restated Bylaws of the Registrant (incorporated
                    by reference to Exhibit 3.2 to the Registrant's Registration
                    Statement on Form S-1, File No. 333-74795).

               5.1  Opinion of Stoel Rives LLP.

               23.1 Consent of Friedman, Minsk, Cole & Fastovsky.

               23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

               24.1 Powers of Attorney (included in the signature pages of this
                    registration statement).

Item 9.   UNDERTAKINGS.

      (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

                                      II-5
(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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the registrant pursuant to section 13 or section 15(d)
     of the Securities Exchange Act of 1934 that are incorporated by reference
     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
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (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.

     (b) The undersigned registrant hereby undertakes 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.

                                      II-6
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than 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, 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 expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-7
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 City of Marina del Rey, State of California on June 29, 2000.

                                        3DSHOPPING.COM

                                        By: HOWARD COHN
                                           -----------------------
                                            Name: Howard Cohn
                                            Title: Senior Vice President of
                                            Administration and Acting Chief
                                            Financial Officer

     KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of 3DSHOPPING.COM, does hereby constitute and appoint Howard Cohn and
Lawrence Weisdorn, and each of them, his true and lawful attorney and agent to
do any and all acts and things and to execute in his name (whether on behalf of
3Dshopping.com or as an officer or director of said Company, or otherwise) any
and all instruments which said attorney and agent may deem necessary or
advisable in order to enable 3Dshopping.com to comply with the Securities Act of
1933, as amended, and any requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration under the Securities Act
of 1933, as amended, of shares of Common Stock of 3Dshopping.com issuable
pursuant to the 1999 Stock Purchase Plan, including specifically, but without
limitation thereto, power and authority to sign his name (whether on behalf of
3Dshopping.com or as an officer or director of said Company, or otherwise) to a
Registration Statement on Form S-8 and any amendment thereto (including a
post-effective amendment) or application for amendment thereto in respect to
such Common Stock or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorney and agent shall do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 29, 2000.

             Signature                                Title
             ---------                                -----

      TERRY GOURLEY               Chief Executive Officer and Director
     -----------------------      (Principal Executive Officer)
     Terry Gourley

      HOWARD COHN                 Senior Vice President of Administration and
     -----------------------      Acting Chief Financial Officer (Principal
     Howard Cohn                  Financial and Accounting Officer)

                                      II-8
LAWRENCE WEISDORN           Chairman of the Board of Directors
     -----------------------
     Lawrence Weisdorn

     -----------------------      Director
     James Jensen

      JOEL F. MCINTYRE            Director
     -----------------------
     Joel F. McIntyre

     -----------------------      Director
     MaryAnn O'Donnell

                                      II-9
EXHIBIT INDEX
Exhibit
Number        Document Description
------        --------------------
4.1           Amended and Restated Articles of Incorporation of the Registrant
              (incorporated by reference to Exhibit 3.1.1 to the Registrant's
              Registration Statement on From S-1, File No. 333-74795).

4.2           Amended and Restated Bylaws of the Registrant (incorporated by
              reference to Exhibit 3.2 to the Registrant's Registration
              Statement on Form S-1, File No. 333-74795).

5.1    Opinion of Stoel Rives LLP.

23.1   Consent of Friedman, Minsk, Cole & Fastovsky.

23.2   Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1   Powers of Attorney (included in the signature pages of this registration
       statement).
II-10