01-3567. Issuer Delisting; Notice of Withdrawal of Application to Withdraw From Listing and Registration; (3Dshopping.com, Common Stock, No Par Value, and Warrants to Purchase Common Stock) File No. 1-15161

February 6, 2001.

On January 29, 2001, 3Dshopping.com (“Company”) filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, no par value, and Warrants to Purchase Common Stock from listing and registration on the American Stock Exchange. Notice of the application was published on February 5, 2001, in the Federal Register, to solicit comment from interested persons.^[3] On February 5, 2001, the Company withdrew its application.^[4]

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  Securities Exchange Act Release No. 43902 (Jan. 30, 2001), 66 FR 8988.

4.  See letter from Bruce M. Schloss, Counsel to Company, to Matthew Boesch, Paralegal, Division of Market Regulation, Commission, dated February 5, 2001.

5.  17 CFR 200.30-3(a)(1).