As filed with the Securities and Exchange Commission on August 25, 1999
                                                      Registration No.333-______

                       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.)

                              517 Boccaccio Avenue
                                Venice, CA 90291
                          (Address, including zip code,
                         of Principal Executive Offices)

                                ---------------

                      3Dshopping.com 1999 Stock Option Plan
                              (Full title of plan)

                                ---------------

                               Robert J. Vitamante
      President, Chief Operating Officer and Acting Chief Financial Officer
                                 3Dshopping.com
                              517 Boccaccio Avenue
                                Venice, CA 90291
                                 (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, OR 97204

<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
                                                                  Proposed              Proposed
                                                                   Maximum               Maximum
Title of Securities     Amount to be       Offering Price         Aggregate             Amount of
 to Be Registered        Registered         Per Share (1)     Offering Price (1)     Registration Fee
-------------------     --------------     --------------     ------------------     ----------------
  <S>                   <C>                   <C>               <C>                      <C>
  Common Stock (1)      721,060 Shares        $ 7.9375          $ 5,723,413.75           $ 1,592
  Common Stock (2)      178,940 Shares         11.00              1,968,340.00               548
  Common Stock (2)      100,000 Shares         15.875             1,587,500.00               442

(1)  The proposed maximum offering price per share and the proposed maximum
     aggregate offering price were estimated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) and Rule 457(c)
     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
     the American Stock Exchange for August 19, 1999.

(2)  The proposed maximum offering price per share and the 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.
</TABLE>

<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) and (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 officers, for
expenses incurred or settlements or judgments paid in connection with certain
legal proceedings.

                                      II-1
<PAGE>
Only those legal proceedings arising out of such persons' actions as agents of
the corporation may be grounds for indemnification.

     Whether or not 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.

     If the agent loses or settles a suit brought by a third party, he or she
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.

     If the agent loses or settles a suit brought by or on behalf of the
corporation, his or her right to indemnification is more limited. If he or she
is adjudged liable to the corporation, the court in which such proceeding was
held must determine whether it would be fair and reasonable to indemnify him or
her for expenses which such court shall determine. If the agent settles such a
suit with court approval, he or she may be indemnified for expenses incurred
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
addition, that he or she acted with the care, including reasonable inquiry, of
an ordinarily prudent person.

     The indemnification discussed above may be authorized by a majority vote of
the disinterested directors or shareholders (the person to be indemnified is
excluded from voting his or her shares) or the court in which the proceeding was
brought. The Registrant's Board of Directors makes all decisions regarding the
indemnification of its officers and directors on a case-by-case basis.

     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 authorize the Board of Directors
to provide indemnification of its agents through Bylaw provisions or
indemnification agreements, or both, in excess of the indemnification otherwise
permitted by section 317, subject to the limits on such excess indemnification
set forth in section 204 of the California Corporations Code.

     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

                                      II-2
<PAGE>
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 3.1.1 to the Registrant's
              Registration Statement on Form 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:

               (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

                                      II-3
<PAGE>
          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.

     (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

                                      II-4
<PAGE>
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-5
<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 Venice, State of California on August 25, 1999.

                                       3Dshopping.com


                                       By: LAWRENCE WEISDORN
                                           -------------------------------------
                                           Name:  Lawrence Weisdorn
                                           Title: Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of 3DSHOPPING.COM, does hereby constitute and appoint Robert J.
Vitamante 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 Option 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 any 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 August 25, 1999.

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

LAWRENCE WEISDORN
----------------------------------     Chief Executive Officer and Director
Lawrence Weisdorn                      (Principal Executive Officer)


ROBERT J. VITAMANTE
----------------------------------     Acting Chief Financial Officer, President
Robert J. Vitamante                    and Chief Operating Officer (Principal
                                       Financial and Accounting Officer)

ROBERT J. GRANT
----------------------------------     Director
Robert J. Grant

                                      II-6
<PAGE>



----------------------------------     Director
Donald Hejmanowski



----------------------------------     Director
Joel F. McIntyre

                                      II-7
<PAGE>
                                  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 Form 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).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19401}]
{"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": "333-85873", "film-number": "99699294"}, "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 August 25, 1999
                                                      Registration No.333-______

                       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.)

                              517 Boccaccio Avenue
                                Venice, CA 90291
                          (Address, including zip code,
                         of Principal Executive Offices)

                                ---------------

                      3Dshopping.com 1999 Stock Option Plan
                              (Full title of plan)

                                ---------------

                               Robert J. Vitamante
      President, Chief Operating Officer and Acting Chief Financial Officer
                                 3Dshopping.com
                              517 Boccaccio Avenue
                                Venice, CA 90291
                                 (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, OR 97204
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
                                                                  Proposed              Proposed
                                                                   Maximum               Maximum
Title of Securities     Amount to be       Offering Price         Aggregate             Amount of
 to Be Registered        Registered         Per Share (1)     Offering Price (1)     Registration Fee
-------------------     --------------     --------------     ------------------     ----------------
Common Stock (1)      721,060 Shares        $ 7.9375          $ 5,723,413.75           $ 1,592
  Common Stock (2)      178,940 Shares         11.00              1,968,340.00               548
  Common Stock (2)      100,000 Shares         15.875             1,587,500.00               442

(1)  The proposed maximum offering price per share and the proposed maximum
     aggregate offering price were estimated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) and Rule 457(c)
     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
     the American Stock Exchange for August 19, 1999.

(2)  The proposed maximum offering price per share and the 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.
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) and (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 officers, for
expenses incurred or settlements or judgments paid in connection with certain
legal proceedings.

                                      II-1
Only those legal proceedings arising out of such persons' actions as agents of
the corporation may be grounds for indemnification.

     Whether or not 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.

     If the agent loses or settles a suit brought by a third party, he or she
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.

     If the agent loses or settles a suit brought by or on behalf of the
corporation, his or her right to indemnification is more limited. If he or she
is adjudged liable to the corporation, the court in which such proceeding was
held must determine whether it would be fair and reasonable to indemnify him or
her for expenses which such court shall determine. If the agent settles such a
suit with court approval, he or she may be indemnified for expenses incurred
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
addition, that he or she acted with the care, including reasonable inquiry, of
an ordinarily prudent person.

     The indemnification discussed above may be authorized by a majority vote of
the disinterested directors or shareholders (the person to be indemnified is
excluded from voting his or her shares) or the court in which the proceeding was
brought. The Registrant's Board of Directors makes all decisions regarding the
indemnification of its officers and directors on a case-by-case basis.

     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 authorize the Board of Directors
to provide indemnification of its agents through Bylaw provisions or
indemnification agreements, or both, in excess of the indemnification otherwise
permitted by section 317, subject to the limits on such excess indemnification
set forth in section 204 of the California Corporations Code.

     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

                                      II-2
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 3.1.1 to the Registrant's
              Registration Statement on Form 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:

               (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

                                      II-3
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.

     (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

                                      II-4
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-5
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 Venice, State of California on August 25, 1999.

                                       3Dshopping.com

                                       By: LAWRENCE WEISDORN
                                           -------------------------------------
                                           Name:  Lawrence Weisdorn
                                           Title: Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of 3DSHOPPING.COM, does hereby constitute and appoint Robert J.
Vitamante 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 Option 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 any 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 August 25, 1999.

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

LAWRENCE WEISDORN
----------------------------------     Chief Executive Officer and Director
Lawrence Weisdorn                      (Principal Executive Officer)

ROBERT J. VITAMANTE
----------------------------------     Acting Chief Financial Officer, President
Robert J. Vitamante                    and Chief Operating Officer (Principal
                                       Financial and Accounting Officer)

ROBERT J. GRANT
----------------------------------     Director
Robert J. Grant

                                      II-6
----------------------------------     Director
Donald Hejmanowski

----------------------------------     Director
Joel F. McIntyre

                                      II-7
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 Form 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).