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

                                   FORM 10-K/A
                                 Amendment No. 1
(Mark One)
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended June 30, 1999
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _____________ to ______________

                         Commission File Number 1-15161

                                 3Dshopping.com
             (Exact name of registrant as specified in its charter)

               California                              95-4594029
       (State or other jurisdiction                 (I.R.S. Employer
     of incorporation or organization)             Identification No.)

                            308 Washington Boulevard
                        Marina del Rey, California 90292
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (310) 301-6733

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

           Securities registered pursuant to Section 12(b) of the Act:
                                  Common Stock
                        Warrants to Purchase Common Stock

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
                              (Title of each class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     As of September 1, 1999 the aggregate market value of the registrant's
Common Stock held by non affiliates of the registrant was $30,194,506.87. Solely
for purposes of this calculation, the registrant has treated its Board of
Directors and executive officers as affiliates.

     As of September 1, 1999, the number of shares of the registrant's Common
Stock outstanding was 4,755,747.

                      Documents incorporated by reference:

     Parts of registrant's Proxy Statement for the 1999 annual meeting of
shareholders are incorporated by reference into Part III of this report.

<PAGE>
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

    (a)  3.  Exhibits

             The exhibits listed below are filed as part of this report

Exhibit
Number      Description
-------     -----------

  2.1       Agreement and Plan of Reorganization dated as of April 1, 1999
            between the Registrant, Design Base Los Angeles Inc., Brian Smith
            and Todd Hosaka. Incorporated by reference to Exhibit 10.7 to our
            Registration Statement on Form S-1 (File No. 333-74795).

  3.1       Amended and Restated Articles of Incorporation of the Registrant.
            Incorporated by reference to Exhibit 3.1 to our Registration
            Statement on Form S-1 (File No. 333-74795).

  3.2       Amended and Restated Bylaws of the Registrant. Incorporated by
            reference to Exhibit 3.2 to our Registration Statement on Form S-1
            (File No. 333-74795).

  4.1       Specimen Common Stock Certificate. Incorporated by reference to
            Exhibit 4.1 to our Registration Statement on Form S-1 (File No.
            333-74795).

  4.2       Warrant Agreement dated July 20, 1999 among the Registrant and
            ChaseMellon Shareholder Services, LLC, as Warrant Agent, including
            the form of Warrant.

  4.3       Form of Representative's Warrants. Incorporated by reference to
            Exhibit 4.3 to our Registration Statement on Form S-1 (File No.
            333-74795).

  4.4       Purchase Warrant dated March 18, 1999 between the Registrant and
            Generation Capital. Incorporated by reference to Exhibit 4.4 to our
            Registration Statement on Form S-1 (File No. 333-74795).

  4.5       Promissory Note dated March 18, 1999 from the Registrant in favor of
            Generation Capital Associates. Incorporated by reference to Exhibit
            4.5 to our Registration Statement on Form S-1 (File No. 333-74795).

  4.6       Substitute Purchase Warrant dated March 18, 1999 between the
            Registrant and Generation Capital Associates. Incorporated by
            reference to Exhibit 4.6 to our Registration Statement on Form S-1
            (File No. 333-74795).

  10.1(1)   Website Linking and Promotion Agreement dated April 22, 1998 between
            the Registrant and MediaOne, Inc. Incorporated by reference to
            Exhibit 10.1 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.2      Website Design, Build and Maintain Agreement dated September 24,
            1998 between the Registrant and Leavens Awards Co., Inc.
            Incorporated by reference to Exhibit 10.2 to our Registration
            Statement on Form S-1 (File No. 333-74795).

                                       2
<PAGE>
  10.3      Contract for Internet Consulting Services dated February 10, 1999
            between the Registrant and Fish Interactive. Incorporated by
            reference to Exhibit 10.3 to our Registration Statement on Form S-1
            (File No. 333-74795).

  10.4      Letter Agreement dated February 5, 1999 between the Registrant and
            Shandrick International, Inc. Incorporated by reference to Exhibit
            10.4 to our Registration Statement on Form S-1 (File No. 333-74795).

  10.5      Lease Agreement dated April 16, 1996 between the Registrant and
            Perloff/Webster. Incorporated by reference to Exhibit 10.5 to our
            Registration Statement on Form S-1 (File No. 333-74795).

  10.6      Commercial Sub-Lease Agreement dated December 3, 1998 between the
            Registrant and Westland Network. Incorporated by reference to
            Exhibit 10.6 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.7      Lease Extension and Modification dated as of April 26, 1999 between
            the Registrant and Perloff/Webster. Incorporated by reference to
            Exhibit 10.8 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.8      Employment Letter Agreement dated May 21, 1999 between the
            Registrant and Robert J. Vitamante. Incorporated by reference to
            Exhibit 10.9 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.9      3Dshopping.com 1999 Stock Option Plan. Incorporated by reference to
            Exhibit 10.10 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.10     Letter Agreement dated June 28, 1999 between the Registrant and
            Generation Capital Associates. Incorporated by reference to Exhibit
            10.11 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.11     Employment Agreement with C. Michael Mellin dated July 2, 1999.
            Incorporated by reference to Exhibit 10.11 to the Registrant's
            Annual Report on Form 10-K for fiscal year ended June 30, 1999.

  10.12     Lease Agreement, dated July 22, 1999 by and between Pacifica Square
            LLC and Registrant. Incorporated by reference to Exhibit 10.12 to
            the Registrant's Annual Report on Form 10-K for fiscal year ended
            June 30, 1999.

  10.13     Employment Agreement with Brian Smith dated May 21, 1999.

  11.1(2)   Statement re computation of per share earnings.

  23.1(2)   Consents of Friedman, Minsk, Cole & Fastovsky, independent auditors.

  24.1(2)   Power of Attorney (see signature page of report).

  27.1(2)   Financial Data Schedule.

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

(1)  Certain portions of this Exhibit have been omitted pursuant to an order of
     the SEC granting our request for confidential treatment; such portions have
     been filed separately with the SEC.

(2)  Previously filed.

                                       3
<PAGE>

    (b)  Reports on Form 8-K

         The Company did not file any Reports on Form 8-K during the period
covered by this report.

                                       4
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in Venice,
California on October 5, 1999.

                                       3DSHOPPING.COM


                                       By: *LAWRENCE WEISDORN
                                           -------------------------------------
                                            Lawrence Weisdorn
                                            Chairman and Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment has been signed below by the following persons on October 5, 1999 on
behalf of the Registrant and in the capacities indicated:

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

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


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


*ROBERT J. GRANT                  Treasurer, Secretary and Director
-----------------------------
 Robert J. Grant


*DONALD L. HEJMANOWSKI            Director
-----------------------------
 Donald L. Hejmanowski


*JOEL J. MCINTYRE                 Director
-----------------------------
 Joel J. McIntyre


*By: ROBERT J. VITAMANTE
     -----------------------------
     Robert J. Vitamante
     As Attorney-in-Fact

                                       5
<PAGE>
                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number      Description
-------     -----------

  2.1       Agreement and Plan of Reorganization dated as of April 1, 1999
            between the Registrant, Design Base Los Angeles Inc., Brian Smith
            and Todd Hosaka. Incorporated by reference to Exhibit 10.7 to our
            Registration Statement on Form S-1 (File No. 333-74795).

  3.1       Amended and Restated Articles of Incorporation of the Registrant.
            Incorporated by reference to Exhibit 3.1 to our Registration
            Statement on Form S-1 (File No. 333-74795).

  3.2       Amended and Restated Bylaws of the Registrant. Incorporated by
            reference to Exhibit 3.2 to our Registration Statement on Form S-1
            (File No. 333-74795).

  4.1       Specimen Common Stock Certificate. Incorporated by reference to
            Exhibit 4.1 to our Registration Statement on Form S-1 (File No.
            333-74795).

  4.2       Warrant Agreement dated July 20, 1999 among the Registrant and
            ChaseMellon Shareholder Services, LLC, as Warrant Agent, including
            the form of Warrant.

  4.3       Form of Representative's Warrants. Incorporated by reference to
            Exhibit 4.3 to our Registration Statement on Form S-1 (File No.
            333-74795).

  4.4       Purchase Warrant dated March 18, 1999 between the Registrant and
            Generation Capital. Incorporated by reference to Exhibit 4.4 to our
            Registration Statement on Form S-1 (File No. 333-74795).

  4.5       Promissory Note dated March 18, 1999 from the Registrant in favor of
            Generation Capital Associates. Incorporated by reference to Exhibit
            4.5 to our Registration Statement on Form S-1 (File No. 333-74795).

  4.6       Substitute Purchase Warrant dated March 18, 1999 between the
            Registrant and Generation Capital Associates. Incorporated by
            reference to Exhibit 4.6 to our Registration Statement on Form S-1
            (File No. 333-74795).

  10.1(1)   Website Linking and Promotion Agreement dated April 22, 1998 between
            the Registrant and MediaOne, Inc. Incorporated by reference to
            Exhibit 10.1 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.2      Website Design, Build and Maintain Agreement dated September 24,
            1998 between the Registrant and Leavens Awards Co., Inc.
            Incorporated by reference to Exhibit 10.2 to our Registration
            Statement on Form S-1 (File No. 333-74795).

  10.3      Contract for Internet Consulting Services dated February 10, 1999
            between the Registrant and Fish Interactive. Incorporated by
            reference to Exhibit 10.3 to our Registration Statement on Form S-1
            (File No. 333-74795).

  10.4      Letter Agreement dated February 5, 1999 between the Registrant and
            Shandrick International, Inc. Incorporated by reference to Exhibit
            10.4 to our Registration Statement on Form S-1 (File No. 333-74795).

<PAGE>
  10.5      Lease Agreement dated April 16, 1996 between the Registrant and
            Perloff/Webster. Incorporated by reference to Exhibit 10.5 to our
            Registration Statement on Form S-1 (File No. 333-74795).

  10.6      Commercial Sub-Lease Agreement dated December 3, 1998 between the
            Registrant and Westland Network. Incorporated by reference to
            Exhibit 10.6 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.7      Lease Extension and Modification dated as of April 26, 1999 between
            the Registrant and Perloff/Webster. Incorporated by reference to
            Exhibit 10.8 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.8      Employment Letter Agreement dated May 21, 1999 between the
            Registrant and Robert J. Vitamante. Incorporated by reference to
            Exhibit 10.9 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.9      3Dshopping.com 1999 Stock Option Plan. Incorporated by reference to
            Exhibit 10.10 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.10     Letter Agreement dated June 28, 1999 between the Registrant and
            Generation Capital Associates. Incorporated by reference to Exhibit
            10.11 to our Registration Statement on Form S-1 (File No.
            333-74795).

  10.11     Employment Agreement with C. Michael Mellin dated July 2, 1999.
            Incorporated by reference to Exhibit 10.11 to the Registrant's
            Annual Report on Form 10-K for fiscal year ended June 30, 1999.

  10.12     Lease Agreement, dated July 22, 1999 by and between Pacifica Square
            LLC and Registrant. Incorporated by reference to Exhibit 10.12 to
            the Registrant's Annual Report on Form 10-K for fiscal year ended
            June 30, 1999.

  10.13     Employment Agreement with Brian Smith dated May 21, 1999.

  11.1(2)   Statement re computation of per share earnings.

  23.1(2)   Consents of Friedman, Minsk, Cole & Fastovsky, independent auditors.

  24.1(2)   Power of Attorney (see signature page of report).

  27.1(2)   Financial Data Schedule.

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

(1)  Certain portions of this Exhibit have been omitted pursuant to an order of
     the SEC granting our request for confidential treatment; such portions have
     been filed separately with the SEC.

(2)  Previously filed.