<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

     [X]     Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2001; 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: 0-25136
                                                 -------

                                SUITE101.COM INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           DELAWARE                                              33-0464753
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. employer
 incorporation of organization)                              identification no.)


         SUITE 210 - 1122 MAINLAND STREET, VANCOUVER, BC, CANADA V6B 5L1
         ---------------------------------------------------------------
               (Address of principal executive offices, zip code)


                                  604-682-1400
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding
12 months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
                           YES   X   NO
                               -----    -----

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.


         Class                                        Outstanding at May 7, 2001
-----------------------                               --------------------------
COMMON STOCK, PAR VALUE                                      13,155,046
   $.001 PER SHARE


                  Transitional Small Business Disclosure Format

                                 YES [ ] NO [X]
================================================================================

<PAGE>   2

                               SUITE 101.COM, INC.

                         QUARTERLY REPORT ON FORM 10-QSB

                                      INDEX
<TABLE>
<CAPTION>
                                                                       PAGE NO.
<S>      <C>                                                           <C>
PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements                                            3

         Independent Accountants' Report                                 3

         Consolidated Balance Sheet -- March 31, 2001 and
         March 31, 2000                                                  4

         Consolidated Statements of Operations -- Three Months
         Ended March 31, 2001 and March 31, 2000                         5


         Consolidated Statements of Cash Flows -- Three Months
         Ended March 31, 2001 and March 31, 2000                         6

         Notes to Consolidated Financial Statements --
         March 31, 2001 and March 31, 2000                              7-15


Item 2.  Management's Discussion and Analysis or Plan of Operation     16-32


PART II  OTHER INFORMATION                                               33

Item 6.  Exhibits and Reports on Form 8-K                                33

</TABLE>


                                       2

<PAGE>   3


ITEM 1.  FINANCIAL STATEMENTS

                         INDEPENDENT ACCOUNTANTS' REPORT

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
SUITE101.COM, INC.
VANCOUVER, B.C., CANADA


We have reviewed the accompanying consolidated balance sheet of SUITE101.COM,
INC. and subsidiaries as of March 31, 2001 and the related consolidated
statements of operations and cash flows for the three-month period then ended.
These financial statements are the responsibility of the Corporation's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.



                                                     N.I. Cameron Inc. (signed)


VANCOUVER, B.C.                                      CHARTERED ACCOUNTANTS
May 4, 2001


                                       3

<PAGE>   4


                               SUITE101.COM, INC.
                           CONSOLIDATED BALANCE SHEET
                        MARCH 31, 2001 AND MARCH 31, 2000
                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
                                                           MARCH 31,       MARCH 31,
                                                                2001            2000
                                                       ------------------------------
<S>                                                      <C>             <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                $ 5,290,486     $ 9,321,525
     Accounts receivable                                       5,851         233,260
     Prepaid expenses                                         30,535          74,916
                                                       ------------------------------
                                                           5,326,872       9,629,701
                                                       ------------------------------
PROPERTY, PLANT AND EQUIPMENT, at cost (Note 3)
     Computer equipment                                      193,223         184,096
     Furniture and fixtures                                   16,816          13,655
     Leasehold improvements                                   10,846          11,795
                                                       ------------------------------
                                                             220,885         209,546
     Less:  accumulated amortization                          98,993          62,551
                                                       ------------------------------
                                                             121,892         146,995
                                                       ------------------------------
TOTAL ASSETS                                             $ 5,448,764     $ 9,776,696
                                                       ==============================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Notes payable                                       $        --     $ 2,500,000
     Accounts payable                                        195,354         154,913
                                                       ------------------------------
TOTAL LIABILITIES                                            195,354       2,654,913
                                                       ------------------------------
CAPITAL STOCK (Notes 5, 6 and 9)
     Authorized:
         40,000,000 common shares with a par
           value of $0.001 each
          1,000,000 preferred shares with a par
           value of $0.01 each
     Issued:
         13,155,046 common shares                             13,155          13,147
DEFERRED COMPENSATION                                        (49,559)       (362,322)
ADDITIONAL PAID-IN CAPITAL                                10,374,536      10,549,032
DEFICIT                                                   (5,015,180)     (3,091,656)
EQUITY ADJUSTMENT FROM FOREIGN
     CURRENCY TRANSLATION (Note 10)                          (69,542)         13,582
                                                       ------------------------------
TOTAL STOCKHOLDERS' EQUITY                                 5,253,410       7,121,783
                                                       ------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 5,448,764     $ 9,776,696
                                                       ==============================

COMMITMENTS AND SUBSEQUENT EVENTS (Note 9)

</TABLE>

   The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       4
<PAGE>   5


                               SUITE101.COM, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2001 AND MARCH 31, 2000
                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
                                                        MARCH 31,        MARCH 31,
                                                             2001             2000
                                                   --------------------------------
<S>                                                  <C>              <C>
SALES                                                $        262     $        413
                                                   --------------------------------
OPERATING EXPENSES
     General and administrative                           402,574          645,831
     Marketing                                             94,585          219,216
                                                   --------------------------------
                                                          497,159          865,047
                                                   --------------------------------
LOSS FROM OPERATIONS                                     (496,897)        (864,634)
                                                   --------------------------------
OTHER INCOME (EXPENSES)
     Other income, net                                     73,430           78,738
                                                   --------------------------------
NET LOSS                                             $   (423,467)    $   (785,896)
                                                   ================================
INCOME (LOSS) PER SHARE
     Basic and Diluted                               $      (0.03)    $      (0.06)
                                                   ================================
     Average common shares outstanding                 13,155,046       12,510,684
                                                   ================================

</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       5

<PAGE>   6


                               SUITE101.COM, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2001 AND MARCH 31, 2000
                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)
<TABLE>
<CAPTION>
                                                                                         MARCH 31,       MARCH 31,
                                                                                              2001            2000
                                                                                     ------------------------------
<S>                                                                                    <C>             <C>

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
     Net loss                                                                          $  (423,467)    $  (785,896)
     Adjustment to reconcile net loss to net cash used in operating activities
         Stock-based compensation                                                           15,606         228,489
         Amortization                                                                        8,114          10,832
                                                                                     ------------------------------
                                                                                          (399,747)       (546,575)
     Changes in operating assets and liabilities
         Accounts receivable                                                                27,783        (206,109)
         Prepaid expenses and deposits                                                      18,797         (36,163)
         Accounts payable and accrued expenses                                             (15,227)         66,471
                                                                                     ------------------------------
     Net cash used in operating activities                                                (368,394)       (722,376)
                                                                                     ------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES
     Purchase of capital assets                                                             (2,532)        (12,719)
                                                                                     ------------------------------
     Net cash used in investing activities                                                  (2,532)        (12,719)
                                                                                     ------------------------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
     Increase in notes payable                                                                  --       2,500,000
     Proceeds from issuance of common stock and warrants                                        --       4,704,594
                                                                                     ------------------------------
     Net cash provided by financing activities                                                  --       7,204,594
                                                                                     ------------------------------
EFFECT OF EXCHANGE RATES ON CASH                                                            (9,799)          4,588
                                                                                     ------------------------------
NET INCREASE (DECREASE) IN CASH                                                           (380,725)      6,474,087

CASH AT BEGINNING OF PERIOD                                                              5,671,211       2,847,438
                                                                                     ------------------------------
CASH AT END OF PERIOD                                                                  $ 5,290,486     $ 9,321,525
                                                                                     ==============================

</TABLE>


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


                                       6
<PAGE>   7


                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000
                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)


1.   THE COMPANY

     Suite101.com, Inc. (formerly known as Kinetic Ventures Ltd.) (the
     "Company") was incorporated in the State of California, United States on
     May 20, 1991, and reincorporated in the State of Delaware, United States on
     December 31, 1993. By way of a reverse takeover on December 8, 1998 (see
     Note 2) the Company acquired a wholly-owned subsidiary, i5ive
     communications inc. ("i5ive"). i5ive is engaged in the creation, operation
     and maintenance of a World Wide Web based directory and community.

     GOING CONCERN

     The accompanying consolidated financial statements have been presented
     assuming the Company will continue as a going concern. Based on the current
     level of expenditures, the Company has sufficient funds to meet expenses
     for at least one year. At March 31, 2001, the Company had accumulated
     $5,015,180 in losses and had no material revenue producing operations. At
     the date of this report, the Company's ability to continue as a going
     concern is dependent upon its ability to raise additional capital or merge
     with a revenue producing venture partner. These matters raise doubt about
     the Company's ability to continue as a going concern. No adjustments have
     been made in the accompanying consolidated financial statements to provide
     for this uncertainty.

     BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of the Company
     and its wholly-owned subsidiaries, Endovascular, Inc., a California
     corporation and i5ive, a Canadian company. All intercompany accounts and
     transactions have been eliminated in consolidation. As at March 31, 2001,
     there were no operations in Endovascular, Inc.


2.   BUSINESS ACQUISITION BY WAY OF REVERSE TAKEOVER

     By an agreement which was completed on December 8, 1998, the Company
     acquired all the issued and outstanding shares of i5ive for consideration
     by the issuance of 3,405,622 common shares of the Company. The issuance of
     these shares and the concurrent transfer of 2,500,000 previously-issued
     shares to the former stockholders of i5ive resulted in control of these
     companies being acquired by the former stockholders of i5ive. The business
     combination was accounted for as a reverse takeover whereby the
     consolidated financial statements are issued under the name of the Company
     but described in the notes and elsewhere as a continuation of i5ive and not
     the Company. The legal capital structure remains that of the Company but
     the stockholders' deficit of i5ive replaced the stockholders' deficit of
     the Company.


                                       7
<PAGE>   8


                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000
                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)


2.   BUSINESS ACQUISITION BY WAY OF REVERSE TAKEOVER (CONTINUED)

     The cost of the purchase has been based on the par value of the issued
     shares of the legal parent. The cost of the purchase has been allocated to
     the assets and liabilities of the legal parent as follows:

<TABLE>

          <S>                                                      <C>
          Cost of purchase                                         $  3,406
          Less: Assets                                               (1,114)
          Add:  Liabilities                                          72,942
                                                                   --------
          Unallocated purchase price                               $ 75,234
                                                                   ========
</TABLE>

     The unallocated purchase price has been treated for accounting purposes as
     a reduction of additional paid-in capital and not to goodwill. The cost is
     associated with publicly listing shares and not with any business
     associated with the Company.


3.   SIGNIFICANT ACCOUNTING POLICIES

     The consolidated financial statements of the Company have been prepared in
     accordance with generally accepted accounting principles. Because a precise
     determination of many assets and liabilities is dependent upon future
     events, the preparation of financial statements for a period necessarily
     involves the use of estimates which have been made using careful judgment
     by management.

     The consolidated financial statements have, in management's opinion, been
     properly prepared within reasonable limits of materiality and within the
     framework of the significant accounting policies summarized below:

     (a)  PROPERTY, PLANT AND EQUIPMENT

          Property, plant and equipment are capitalized at original cost and
          amortized over their estimated useful lives at the following annual
          bases and rates:
<TABLE>

               <S>                                   <C>
               Computer equipment                    30% declining balance
               Furniture and fixtures                20% declining balance
               Leasehold improvements                20% straight-line

</TABLE>

          One-half the normal amortization is taken in the year of acquisition.


                                       8
<PAGE>   9


                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000
                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)


3.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (b)  RESEARCH AND DEVELOPMENT

          Research and development costs are expensed as incurred.

     (c)  FOREIGN EXCHANGE

          Unless otherwise stated, all amounts are in United States dollars. The
          functional currency of i5ive is the Canadian dollar. Hence, all asset
          and liability accounts have been translated using the exchange rate as
          at March 31, 2001 and March 31, 2000 and all revenues and expenses
          have been translated using the average exchange rate for each period.
          The rates used were as follows:

<TABLE>
<CAPTION>

               (equivalent CDN$ per U.S.$)                    2001     2000
                                                             --------------
               <S>                                           <C>      <C>
               March 31 rate                                 .6344    .6899
               Average rate for the three-month period       .6545    .6880

</TABLE>

     (d)  INCOME TAXES

          The Company accounts for income taxes in accordance with the
          provisions of Statement of Financial Accounting Standards No. 109,
          "Accounting for Income Taxes," which requires the recognition of
          deferred tax liabilities and assets for the expected future tax
          consequences of events that have been included in the financial
          statements or tax returns.

          Under this method, deferred tax liabilities and assets are determined
          based on the difference between the financial statement and the tax
          basis of assets and liabilities using enacted rates in effect for the
          year in which the differences are expected to reverse. Valuation
          allowances are established when necessary to reduce deferred tax
          assets to the amount expected to be realized.

     (e)  STOCK OPTIONS

          Statement of Financial Accounting Standards No. 123, "Accounting for
          Stock-Based Compensation," encourages, but does not require, companies
          to record compensation cost for stock-based employee compensation
          plans at fair value. The Company has chosen to continue to account for
          stock-based compensation using the intrinsic value method prescribed
          in Accounting Principles Board Opinion No. 25, "Accounting for Stock
          Issued to Employees," and related interpretations. Accordingly,
          compensation cost for stock options is measured as the excess, if any,
          of the quoted market price of the Company's stock at the date of the
          grant over the amount an employee must pay to acquire the stock.


                                       9
<PAGE>   10


                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000
                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)


3.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (f)  NET LOSS PER COMMON SHARE

          The Company computes its loss per share in accordance with Statement
          of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share"
          ("EPS") issued in February, 1997. SFAS No. 128 requires dual
          presentation of basic EPS and diluted EPS on the face of the income
          statement for entities with complex capital structures. Basic EPS is
          computed as net income divided by the weighted average number of
          common shares outstanding for the period. Diluted EPS reflects the
          potential dilution that could occur from common shares issuable
          through stock options, warrants and other convertible securities.


4.   RELATED PARTY TRANSACTIONS

     The Company has incurred salaries and consulting fees of $34,756 (2000 --
     $35,640) to three directors of the Company. These items have been recorded
     at the exchange amount.


5.   CAPITAL STOCK

     (a)  In April 1999, the Company completed a private placement of 1,000,000
          units for $5,000,000. Each unit was comprised of two common shares and
          one warrant entitling the holder to purchase an additional common
          share for $4.50 on or before February 29, 2000. The Company incurred
          $163,750 in expenses concerning this share issuance and issued 15,000
          warrants entitling the holder to purchase an additional common share
          for $5.50 on or before February 29, 2002.

          During the period ended March 31, 2000, all 1,000,000 warrants were
          exercised to net the Company $4,500,000.

     (b)  During the period ended March 31, 2000, the Company issued 34,396
          common shares for total proceeds of $51,594 upon exercise of stock
          options (See Note 6).

     (c)  During the period ended March 31, 2000, the Company issued 625,000
          warrants as part of the private placement of Notes payable. Each
          warrant entitles the holder to purchase one common share at a price of
          $5.00 up to July 15, 2002. In the event that at any time prior to July
          15, 2002 (a) the shares of common stock issuable on exercise of the
          warrants have been registered under the Securities Act of 1933, as
          amended (the "Securities Act"), and (b) the average of the closing bid
          and asked prices for the Company's common stock as quoted on the OTC
          Bulletin Board (or such other automated trading system or national
          securities exchange as is the principal market for the Company's
          common stock) exceeds (U.S.) $9.00 per share for a period of ten (10)
          business days, then the warrants will expire at 5:00 PM, New York City
          time, on a date sixty (60) days thereafter.


                                       10

<PAGE>   11
                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000
                                   (UNAUDITED)
                           (EXPRESSED IN U.S. DOLLARS)

6.        STOCK OPTIONS

          THE COMPANY'S 1998 STOCK INCENTIVE PLAN

          In December 1998, the Company adopted the 1998 Stock Incentive Plan
          (the "Plan"). Under the Plan, including amendments adopted in 2000,
          2,400,000 shares of common stock have been reserved for issuance on
          exercise of options granted under the Plan.

          On the date of the closing of the transaction with i5ive, outstanding
          options granted under i5ive's 1998 Stock Incentive Plan were assumed
          by the Company under the Plan and no further option grants will be
          made under i5ive's Plan. The assumed options have substantially the
          same terms, subject to anti-dilution adjustment, as are in effect for
          grants made under the Company's Plan.

          The Board of Directors of the Company may amend or modify the Plan at
          any time, subject to any required stockholder approval. The Plan will
          terminate on the earliest of (i) 10 years after the Plan Effective
          Date, (ii) the date on which all shares available for issuance under
          the Plan have been issued as fully-vested shares or (iii) the
          termination of all outstanding options in connection with certain
          changes in control or ownership of the Company.

          The following is a table of stock options under the Plan as at March
          31, 2001:

<TABLE>
<CAPTION>

                                                                                                                       Balance
          Option       Expiry        Vesting             Balance         Granted                       Balance         Exercisable
          Exercise     Date          Date                December 31,    During      Exercised (E)     March 31,       March 31,
          Price        (mm/dd/yy)    (mm/dd/yy)          2000            the Period  Cancelled (C)     2001            2001
          --------------------------------------------------------------------------------------------------------------------------
          <S>          <C>           <C>                     <C>         <C>           <C>               <C>             <C>
          $ 1.50       12/04/03      12/04/99                184,649        --         6,472 (C)         178,177         178,177
            1.50       12/04/03      12/04/00                 36,114        --         1,164 (C)          34,950          34,950
            1.50       02/23/09      (1/3) 02/23/00           50,000        --            --              50,000          33,334
                                     (1/3) 02/23/01
                                     (1/3) 02/23/02
            1.50       04/27/09      (1/3) 04/27/00           50,000        --            --              50,000          16,667
                                     (1/3) 04/27/01
                                     (1/3) 04/27/02
            1.50       06/11/09      06/11/00                 10,000        --            --              10,000          10,000
            1.50       10/25/05      (1/2) 10/25/00          100,000        --            --             100,000          50,000
                                     (1/2) 10/25/01
            1.50       11/13/04      11/13/99                137,900        --            --             137,900         137,900
            1.50       11/13/04      11/13/00                720,000        --        16,400 (C)         703,600         703,600
            3.53       01/31/02      (1/2) 01/31/00            4,000        --            --               4,000           4,000
                                     (1/2) 01/31/01
            1.50       03/21/05      03/21/01                 20,000        --            --              20,000          20,000
            1.50       01/31/05      16,668 - 01/31/01        70,000        --        20,000 (C)          50,000          16,668
                                     16,666 - 01/31/02
                                     16,666 - 01/31/03
            1.50       04/17/05      20,402 - 04/17/00       110,805        --            --             110,805          20,402
                                     30,137 - 04/17/01
                                     30,133 - 04/17/02
                                     30,133 - 04/17/03
            1.50       07/05/05      3,222 - 07/05/00         56,443        --            --              56,443           3,222
                                     17,740-07/05/01
                                     17,740-07/05/02
                                     17,741-07/05/03
            0.25       12/21/05      585,476 - 12/21/00    1,012,578        --         6,425 (C)       1,006,153         585,476
                                     420,677 - 12/21/01
            1.50       06/12/10      06/12/00                 10,000        --            --              10,000          10,000
            0.25       01/04/06      136,073 - 01/04/01          --      569,505       6,925 (C)         562,580         136,073
                                     376,507 - 01/04/02
                                     50,000 - 01/04/03
</TABLE>



                                       11

<PAGE>   12


                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000

                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)


6.        STOCK OPTIONS (CONTINUED)

          THE COMPANY'S 1998 STOCK INCENTIVE PLAN (CONTINUED)

          Of the above options, the following options were originally granted
          with exercise prices as follows:

<TABLE>
<CAPTION>

          New Option Exercise Price            Expiry Date         Original Exercise Price
          --------------------------------------------------------------------------------
                     <S>                         <C>                        <C>
                     1.50                        02/23/09                    3.34
                     1.50                        04/27/09                    6.38
                     1.50                        06/11/09                    4.13
                     1.50                        01/31/05                    3.53
                     1.50                        03/21/05                    7.88
                     1.50                        06/12/10                   2.375
</TABLE>


          The number of shares subject to options granted at March 31, 2001
          exceeds the 2,400,000 shares approved by the stockholders under the
          Plan. The grant of the options to purchase the additional shares is
          conditioned upon an amendment to the plan to increase the number of
          shares issuable on exercise of options to 3,900,000 receiving
          stockholders' approval. The amendment was approved by the Company's
          Board of Directors on December 21, 2000 and will be voted upon at the
          annual meeting of stockholders scheduled to be held on June 4, 2001.

          The above options are granted for services provided to the Company. Of
          the above options, the following options are to non-employees and have
          been reflected on the financial statements and valued, using the
          Black-Scholes model with a risk-free rate of 5% and no expected
          dividends:

<TABLE>
<CAPTION>

          Number of        Exercise          Grant Date           Value           Volatility        Expected
           Options           Price                                                Assumption      Options Life
          ----------------------------------------------------------------------------------------------------
              <S>            <C>        <C>                        <C>               <C>            <C>
              100,000        1.50       October 25, 1999           $ 99,750          272%           5 years
               50,000        3.56       January 6, 2000              99,635           60%           5 years
                4,000        3.53       January 31, 2000              5,120           60%           2 years
              100,000        7.00       February 15, 2000           203,970           20%           5 years
               20,000        7.88       March 21, 2000               45,922           20%           5 years
              100,000        0.25       January 4, 2001              23,390          275%           5 years
</TABLE>


                                       12

<PAGE>   13


                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000

                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)

6.        STOCK OPTIONS (CONTINUED)

          THE COMPANY'S 1998 STOCK INCENTIVE PLAN (CONTINUED)

          The remaining options issued were to officers, directors and
          employees. As the options were granted at exercise prices based on the
          market price of the Company's shares at the dates of the grant, no
          compensation cost is recognized. However, under SFAS 123, the impact
          on net income and net income per share of the fair value of stock
          options must be measured and disclosed on a fair value based method on
          a pro forma basis. The fair value of the employees' purchase rights
          under SFAS 123 was estimated using the Black-Scholes model with the
          following assumptions used for options: risk-free rate was 5.0%,
          expected volatility of 279%, 272%, 263% and 257% for the $1.50
          options, and 275% for the $0.25 options, an expected option life of 5
          years and no expected dividends.

          If compensation expense had been determined pursuant to SFAS 123, the
          Company's net loss and net loss per share for the period ended March
          31, 2001 would have been as follows:

<TABLE>
                  <S>                                               <C>
                  Net loss
                           As reported                              $ (423,467)
                           Pro forma                                $ (520,753)
                  Basic net loss per share
                           As reported                              $ (0.03)
                           Pro forma                                $ (0.04)
</TABLE>


7.        INCOME TAXES

          At March 31, 2001, there were deferred income tax assets resulting
          primarily from operating loss carryforwards for Canadian tax purposes
          totaling approximately $1,700,000 less a valuation allowance of
          $1,700,000. The valuation allowance on deferred tax assets increased
          by $150,000 during the period ended March 31, 2001.

          At March 31, 2001, the Company had net operating loss carryforwards
          for Canadian tax purposes of approximately $3,570,000. These
          carryforwards begin to expire in 2003.

          At March 31, 2001, there were deferred income tax assets resulting
          from operating loss carryforwards for U.S. income tax purposes
          totaling approximately $503,000 less a valuation allowance of
          $503,000. The valuation allowance on deferred tax assets increased by
          $23,000 during the period ended March 31, 2001. The Company has
          approximately $1,175,000 available in operating loss carryforwards,
          which may be carried forward and applied against U.S. operating
          income.


                                       13
<PAGE>   14


                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000

                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)


8.        FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

          The Company's financial instruments consist of cash, accounts
          receivable and accounts payable. It is management's opinion that the
          Company is not exposed to significant interest, currency or credit
          risks arising from these financial instruments. The fair value of
          these financial instruments approximate their carrying values.


9.        COMMITMENTS AND SUBSEQUENT EVENTS

          (a)   On March 23, 1999, the Company entered into a twelve-month
                agreement with a consultant which provided for fees of $5,000
                per month. In addition, the consultant was issued a one-year
                warrant to purchase 50,000 shares of common stock at a price of
                $3.06 per share. This warrant has been valued at $33,420 using
                the Black-Scholes model as described earlier and is reflected as
                compensation on these financial statements. During the period
                ended March 31, 2000, this warrant was exercised to net the
                Company $153,000. Subsequent to December 31, 1999, this
                agreement was amended to increase the fees to $20,900 for the
                six-month period beginning August 23, 1999, extend the period of
                services by six months, and to issue a warrant to purchase
                25,440 shares of common stock of the Company at a price of $5.50
                per shares expiring February 28, 2002. This warrant has been
                valued at $11,750 using the Black-Scholes model and is reflected
                as compensation on these financial statements.

          (b)   During the period ended March 31, 2000, the Company entered into
                a one-year agreement with a consultant. The consultant was
                issued a warrant to purchase 14,000 shares of common stock of
                the Company at a price of $5.50 per share, expiring on February
                26, 2002. This warrant has been valued at $9,562 using the
                Black-Scholes model as described earlier and is reflected as
                compensation on these financial statements.

          (c)   The Company has entered into an agreement dated February 17,
                2000 for consulting and corporate finance services which
                provides for the issue of 2-year warrants at the following
                milestones:

<TABLE>

                <S>                                                     <C>
                Upon execution of consulting agreement                  - 25,000 (issued)
                On signed letter of intent with target customer         - 25,000
                On signed agreement with target customer                - 25,000
                On signed agency agreement to market similar program
                  to others in same industry in North America           - 25,000
</TABLE>


                                       14

<PAGE>   15


                               SUITE101.COM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        MARCH 31, 2001 AND MARCH 31, 2000

                                   (UNAUDITED)

                           (EXPRESSED IN U.S. DOLLARS)


9.        COMMITMENTS AND SUBSEQUENT EVENTS (CONTINUED)

                In addition, the agreement provides for additional warrants to
                be issued over 3 years based on 10% of any payout to
                participants under the plan developed with customer(s) resulting
                from the agency agreement. The warrants to be issued are based
                on the average price of the Company's stock for the 10-day
                period prior to the issuance of the warrants, less a 20%
                discount.

                The initial 25,000 warrants issued have an exercise price of
                $4.96 per share and expire February 17, 2002. They have been
                valued at $115,060 using the Black-Scholes model as described
                earlier and have been reflected as compensation on these
                financial statements.

          (d)   Subsequent to March 31, 2001, the Company entered into an
                operating lease for its office space. The lease expires March
                31, 2003 and provides for monthly payments commencing May 1,
                2001 of $1,917 plus the Company's proportionate share of
                operating costs and taxes (currently $1,050 per month). Under
                the terms of the lease, the Company has an option to renew the
                lease for a further period of three years.



10.       COMPREHENSIVE INCOME (LOSS)

<TABLE>
<CAPTION>

                                                                           MARCH 31,     MARCH 31,
                                                                                2001          2000
                                                                         --------------------------

          <S>                                                            <C>             <C>
          Net loss as reported                                           $(423,467)      $(785,896)
          Add (deduct)
               Foreign currency translation adjustments                     (7,652)          4,225
                                                                         --------------------------

          Comprehensive Income (Loss)                                    $(431,119)      $(781,671)
                                                                         ==========================
          Accumulated other comprehensive income
               Foreign currency translation adjustments
                   Balance at beginning of period                        $ (61,890)      $   9,357
                   Change during the period                                 (7,652)          4,225
                                                                         --------------------------
                   Balance at end of period                              $ (69,542)      $  13,582
                                                                         ==========================
</TABLE>



                                       15

<PAGE>   16

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

The following discussion and analysis should be read in conjunction with, and is
qualified in its entirety by, the more detailed information including our
Financial Statements and the Notes thereto included in our Annual Report on Form
10-KSB for the year ended December 31, 2000. This Quarterly Report contains
forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from the results discussed in the forward-looking
statements. Factors that may cause or contribute to such differences include the
Risk Factors set forth below as well as the "Risk Factors" contained in our
Annual Report. See "Cautionary Statement for Purposes of the `Safe Harbor'
Provisions of the Private Securities Litigation Reform Act of 1995" herein.

A COMPARISON OF OUR OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2001
AND THE THREE MONTHS ENDED MARCH 31, 2000

         During the three months ended March 31, 2001, our sales were $262
compared with sales of $413 during the three months ended March 31, 2000. Sales
in both periods were primarily attributable to software licensing revenues of
i5ive communications inc. (i5ive), our wholly-owned subsidiary.

         General and administrative expenses were $402,574 in the three months
ended March 31, 2001 compared with $645,831 during the three months ended March
31, 2000. This decrease was primarily the result of a decrease in consulting
fees paid to third parties and a decrease in professional fees paid. Marketing
expenses were $94,585 during the three months ended March 31, 2001 compared with
$219,216 during the same three-month period in 2000. This decrease was primarily
due to the decrease in our marketing activities focused at increasing our
Membership. Since the end of 2000, we have refocused our marketing programs to
aim at developing our brand and repositioning the Company as an online
publishing community. As a consequence, our marketing expenses have declined.

         Our Loss From Operations was $496,897 in 2001 compared with $864,634 in
2000. The decrease in our Loss From Operations in 2001 compared with 2000 was
the result of the decrease in our operating and marketing expenses.

         Other income was $73,430 in 2001 compared with $78,738 in 2000. Other
income in both periods is attributable to interest earned on bank balances.


                                       16

<PAGE>   17

         Our Net Loss was $423,467 in 2001 compared with $785,896 in 2000. The
decrease in our Net Loss in 2001 compared with 2000 was the result of the
decrease in our operating and marketing expenditures.

LIQUIDITY AND CAPITAL RESOURCES

         The report of our independent auditors on their audit of our financial
statements as of December 31, 2000 contains an explanatory paragraph that
describes an uncertainty as to our ability to continue as a going concern due to
our recurring losses. In February 2000, we realized gross proceeds of $4.5
million from the exercise of warrants issued in a 1999 private sale of
securities. Also, in February 2000, we realized gross proceeds of $2.5 million
from a private sale of our securities. During 2000, we also realized gross
proceeds of approximately $218,000 on the exercise of stock options and from the
exercise of warrants. At March 31, 2001, we had cash of $5,290,486. We believe
these funds will be sufficient to meet our anticipated needs for working capital
and capital expenditures for at least the next 12 months.

         Our promissory notes due on June 30, 2000 in the principal amount of
$2.5 million issued in the February 2000 private sale of our securities were
repaid in April 2000, together with accrued interest.

         As a result of our limited operating history, we have limited
meaningful historical financial data upon which to base planned operating
expenses. Accordingly, our anticipated expense levels in the future are based in
part on our expectations as to future revenue from proposed revenue programs,
and anticipated growth in visitor traffic and Membership. We expect that these
expense levels will become, to a large extent, fixed. Revenues and operating
results generally will depend on the volume of, timing of and ability to enter
into third-party contracts and to complete transactions, which are difficult to
forecast. In addition, there can be no assurance that we will be able to
accurately predict our revenues, particularly in light of the early stages of
our revenue model, the intense competition among Internet communities and in the
publishing industry, our limited operating history and the uncertainty as to the
broad acceptance of the Web as a publishing medium. We may be unable to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall
or other unanticipated changes in the epublishing industry. Any failure by us to
accurately make such predictions would have a material adverse effect on our
business, results of operations and financial condition.

         We may seek to raise additional funds in order to fund more aggressive
promotions and more rapid expansion, to develop newer or enhanced services, to
enter into strategic alliances, to respond to competitive pressures or to
acquire complementary businesses, technologies or services. There can be no
assurance that any additional financing will be available on terms favorable to
us, or at all. If adequate funds are not available or not available on
acceptable terms, we may not be able to fund our expansion, promote our revenue
programs as we desire, or, develop or enhance services or respond to competitive
pressures. Any such inability could have a material adverse effect on our
business, results of operations and financial condition. Additional funds raised
through the issuance of equity or convertible debt securities, will result in
reducing the percentage ownership of our stockholders and, stockholders may
experience additional dilution and such


                                       17
<PAGE>   18

securities may have rights, preferences or privileges senior to those of the
rights of our Common Stock.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

         With the exception of historical matters, the matters discussed above
and elsewhere in this Quarterly Report are "forward-looking statements" as
defined under the Securities Exchange Act of 1934, as amended, that involve
risks and uncertainties. We intend that such forward-looking statements be
covered by the safe harbor provisions for forward-looking statements contained
in that act and we are including this statement for purposes of complying with
these safe harbor provisions. The forward-looking statements discussed in this
Quarterly Report appear in various places including: "Item 2 - Management's
Discussion and Analysis or Plan of Operations," "Liquidity and Capital
Resources," as well as in "Risk Factors." We caution readers that the risk
factors described in our Annual Report on Form 10-KSB, as well as those
described elsewhere in this Quarterly Report, or in our other filings with the
Commission, in some cases have affected, and in the future could affect our
actual results, could cause our actual results during 2001, 2002 and beyond, to
differ materially from those expressed in any forward-looking statements, and
could cause our development and the development of our business plans to be
different than expressed in those statements. Important factors that may be
encountered, that could cause actual results to differ materially from the
forward-looking statements in this Quarterly Report include, among others, the
assumptions made by management as to the future growth and business direction of
the Internet, epublishing through the facilities of the Internet and the
marketability of our distributed management capabilities of our Enabling
Platform, our early stage of development and absence of material revenues, the
usual unforeseeable risks encountered by any new enterprise, our inability to
attract readership to our Community, our potential need for additional capital
and our possible inability to attract such capital on acceptable terms or at
all, the uncertainties of the levels of our future operating expenses,
fluctuations in our quarterly revenues and membership growth, the level of
consumer acceptance of ecommerce, our inability to enter into marketing and
other relationships to develop our revenue programs, intense competition among
Internet portals and ecommerce participants, our inability to manage our growth,
the impact of possible future government regulation, the possible volatility of
the market price for our Common Stock, and the impact of additional shares
possibly coming onto the market for sale.


                                  RISK FACTORS

         An investment in shares of our Common Stock involves a high degree of
risk. You should consider the following factors, in addition to the other
information contained in this Quarterly Report, in evaluating our business and
proposed activities. You should also see the "Cautionary Statement for Purposes
of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1996" regarding risks and uncertainties relating to us and to forward looking
statements herein.


                                       18

<PAGE>   19

RISKS WE FACE ARISING OUT OF THE EARLY STAGE OF OUR BUSINESS

EARLY DEVELOPMENT STAGE

         We are in the early stage of developing our business plan and
operations. We have realized no material revenues to date from our Internet
operations activities. We currently have no source of recurring revenues. From
April 1996 through March 31, 2001, our total revenues from our Internet
operations activities were negligible. During that period, we accumulated losses
of $5,015,180. We have not achieved profitability on a quarterly or annual basis
to date, and anticipate that we will continue to incur net losses for the
foreseeable future. The extent of our losses will be dependent, in part, on the
amount and rates of our expenditures and our ability to grow our Internet
revenue from ecommerce transactions. We expect our operating expenses to
increase significantly, especially in the areas of brand marketing, business
development, public relations and in promoting our revenue program. As a result,
we will need to create and continue to generate increased amounts of quarterly
revenue if we are to achieve profitability. We believe that period-to-period
comparisons of our financial condition and operating results will not be
meaningful and that you should not rely on the results for any period as an
indication of our future performance. To the extent that our revenues do not
grow at anticipated rates or that increases in our operating expenses precede or
are not subsequently followed by commensurate increases in revenue, or that we
are unable to adjust operating expense levels accordingly, our business, results
of operations and financial condition will be materially and adversely affected.
There can be no assurance that our operating losses will not increase in the
future or that we will ever achieve or sustain profitability.

LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; NO ASSURANCE OF PROFITABILITY

         i5ive, our wholly-owned subsidiary through which we conduct our
Internet operations, was founded in April 1996 and has had no material revenues
to date. Accordingly, our current business plans and prospects are not able to
be evaluated on the basis of our operating history. Our business plans and
prospects must be considered in light of the risks, expenses and problems
frequently encountered by companies in the early stages of development. This
must be considered, particularly as to companies entering new and rapidly
developing markets like the Internet. These risks include:

         o    The absence of a recurring source of material revenues

         o    The lack of broad acceptance of the community concept on the
              Internet

         o    The possibility that the Internet will fail to achieve broad
              acceptance as a commercial medium

         o    The lack of acceptance by potential partners of our distributive
              intellect and management (our Enabling Platform)


                                       19
<PAGE>   20

         o    Our inability to continue to attract visitors, or retain Members
              and Senior Managing, Managing and Contributing Editors

         o    Our inability to generate significant revenues from exploiting the
              potentials of our Enabling Platform

         o    Risks associated with a new and unproven business concept

         o    Our ability to anticipate and adapt to a developing market

         o    The failure of our network infrastructure (including our servers,
              hardware and software) to efficiently handle our Internet traffic

         o    Changes in laws and taxes that adversely affect our business

         o    The possibility that we will be unable to manage effectively any
              rapid expansion of our operations, including the amount and timing
              of capital expenditures and other costs relating to any expansion
              of our operations

         o    The introduction and development of different or more extensive
              communities by direct and indirect competitors, including those
              with greater financial, technical and marketing resources

         o    Our inability to maintain and increase levels of traffic on our
              Web site

         o    Our inability to attract, retain and motivate qualified personnel

         o    Our inability to successfully deal with technical difficulties,
              system downtime or Internet brownouts

         o    The amount and timing of operating costs and capital expenditures
              relating to development of our business, operations and
              infrastructure, and

         o    General economic conditions.


                   To address these risks, we must, among other things:

         o    Attract visitors, Members, Senior Managing, Managing and
              Contributing Editors

         o    Retain our Members and the members of our Editorial Team

         o    Attract and enter into partnerships, strategic relationships and
              agreements with third parties

         o    Successfully develop and implement our revenue model

         o    Form and maintain relationships with strategic partners

         o    Attract and respond to competitive developments

         o    Retain and motivate qualified personnel

         o    Develop and upgrade our technologies and commercialize our
              services incorporating such technologies, and


                                       20
<PAGE>   21

         o    Be successful in attracting additional substantial capital at the
              times, in the amounts and on the terms required.

         There can be no assurance that we will be successful in addressing
these risks. Any failure to do so could have a material adverse effect on our
business, results of operations and financial condition. Because of the
foregoing factors, our quarterly net revenue and operating results are difficult
to forecast. Consequently, we believe that period to period comparisons of our
operating results will not necessarily be meaningful and should not be relied
upon as an indication of our future performance. It is likely that in some
future quarter or quarters our operating results may fall below the expectations
of securities analysts and investors. In such event, the trading price of our
Common Stock would likely be materially and adversely affected.

UNPROVEN BUSINESS; DEPENDENCE ON MEMBERS


         The success of our business depends upon our ability to expand upon and
develop our Enabling Platform of distributed intellect and management and to
generate multiple revenue streams. Currently, we have no source of material
revenues. The potential success of our business concept is unproven, and, to be
successful, we must, among other things, develop and market concepts that
achieve broad market acceptance by the publishing industry and our Members and
Internet users. We are and will be substantially dependent upon our
Member-generated content, the promotional efforts of our Members and the ability
of our Editorial Team to attract Web users to our site and to reduce the demands
on our personnel. Our business concept has existed for only a limited period of
time and has continued to evolve and be developed since our inception. As a
result, it is relatively unproven and may be considered to be not fully
developed.

         There can be no assurance that our Member-generated content or the
promotional efforts of our Members will continue to attract users to our Web
site. There can also be no assurance that our Members and our Editorial Team
will continue to devote time voluntarily to improving our community. Given the
fact that we provide free disk space to our Members and we support the
involvement of our Editorial Team, third parties may attempt to hold us
responsible for our Contributing Editors' content and/or any of their actions or
omissions. There can be no assurance that our business, results of operations
and financial condition would not be materially and adversely affected if a
substantial number of Members or members of our Editorial Team became
dissatisfied with our services or our intention to commercialize those services
or that the members of our Editorial Team become dissatisfied with the amounts
of compensation we pay to them.

         Moreover, considering the modest level of compensation paid to our
Contributing Editors (i.e., between $15 and $25 per month based on the number of
articles written per month), there can be no assurance that consistent levels of
high quality Member generated content will be maintained. These levels of
compensation may also hinder our efforts in the future to attract Contributing,
Managing or Senior Managing Editors. Further, there can be no assurance that our
community on the Internet or our services will achieve broad market acceptance.
Accordingly, no assurance can be given that our business will be successful,
that we will achieve material revenues or that we can sustain revenue growth or
generate significant profits.


                                       21
<PAGE>   22

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING


         The report of our independent auditors on their audit of our financial
statements as of December 31, 2000 contains an explanatory paragraph that
describes an uncertainty as to our ability to continue as a going concern due to
our recurring losses. At December 31, 2000, our cash was $5.6 million. In
February 2000, we realized gross proceeds of $4.5 million from the exercise of
warrants issued in a 1999 private sale of securities. Also in February 2000, we
realized gross proceeds of $2.5 million from a private sale of our securities.
We anticipate expending a substantial portion of these funds in connection with
entering into strategic alliances to promote the Suite101.com community. We
believe these cash resources will be sufficient to meet our ongoing financial
commitments through December 31, 2001.

         Our promissory notes due on June 30, 2000 in the principal amount of
$2.5 million issued in the February 2000 private sale of our securities were
repaid, together with accrued interest.

         We may seek to raise additional funds in order to fund more aggressive
promotions and more rapid expansion, to develop newer or enhanced services, to
respond to competitive pressures or to acquire complementary businesses,
technologies or services. There can be no assurance that any additional
financing will be available to us on favorable terms, or at all. If adequate
funds are not available or not available on acceptable terms, we may not be able
to fund our expansion, promote our revenue programs as we desire, or, develop
and enhance services or respond to competitive pressures. Any such inability
could have a material adverse effect on our business, results of operations and
financial condition. Additional funds raised through the issuance of equity or
convertible debt securities, will result in reducing the percentage ownership of
our stockholders and, our stockholders may experience additional dilution and
such securities may have rights, preferences or privileges senior to those of
the rights of our Common Stock.

         As a result of our limited Internet operating history, we have limited
meaningful historical financial data upon which our planned operating expenses
can be based. Accordingly, our anticipated expense levels in the future are
based in part on our expectations as to future revenue from our proposed revenue
programs, and anticipated growth in visitor traffic and in Membership and will
become, to a large extent, fixed. Revenues and operating results generally will
depend on the volume of, timing of and ability to complete transactions, which
are difficult to forecast.

         In addition, there can be no assurance that we will be able to
accurately predict our net revenue, particularly in light of the unproven manner
in which we intend to derive our Internet revenue, the intense competition for
the sale of products and services on the Web, our limited operating history and
the uncertainty as to the broad acceptance of the Web as an epublishing medium.
We may be unable to adjust our spending in a timely manner to compensate for
disappointing results of our marketing efforts and efforts to develop revenue,
any unexpected revenue shortfall or other unanticipated changes in the
publishing industry. Our failure to accurately make such predictions or
adjustments in our spending would have a material adverse effect on our
business, results of operations and financial condition.



                                       22
<PAGE>   23

POTENTIAL FLUCTUATIONS IN MEMBERSHIP GROWTH AND QUARTERLY RESULTS; SEASONALITY;
UNPREDICTABILITY OF FUTURE NET REVENUE


         We are currently developing our community through efforts to attract
visitors, Members and Contributing Editors to our Web-based publishing
community. Our site has over 1,400 topic areas and, according to netScore, over
the first 3-months of 2001 we averaged over 800,000 unique visitors per month
compared to an average of 600,000 unique visitors per month (by netScore's
predecessor, PC Data Online) over the 12-month period ended December 31, 2000.
We cannot assure you that such growth is sustainable. Our business plan is to
implement our business-to-business revenue program while continuing to expand
our numbers of visitors, Members and Editorial Team as well as to continue to
improve and enhance our site infrastructure through the introduction of improved
technology. We have not to date realized material revenues. Currently, we have
twenty-one (21) full-time personnel. Accordingly, there can be no assurance that
our business plan can be successfully developed or that we will realize any
material revenues. We cannot assure you that the growth of our Membership and
page views or other increases will ensure the success of our business plans and
our ability to realize material revenues.

         Our operating expenses will increase in connection with our brand
marketing and our promotional efforts, our increased funding of site
development, technology and operating infrastructure, and the increased general
and administrative staff needed to support our growth. We anticipate that we
will incur net losses for the foreseeable future. The extent of these losses
will be contingent, in part, on the amount and rates of growth in our revenue
from entering into business-to-business contracts to use our Enabling Platform
and from epublishing. We expect our operating expenses to increase
significantly, especially in the areas of public relations, business development
and branding. We believe that period-to-period comparisons of our Member
recruitment results are not meaningful and that the results for any period
should not be relied upon as an indication of future performance. There can be
no assurance that our operating losses will not increase in the future or that
we will ever achieve or sustain profitability.

         We expect our operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside of our
control. These factors include:

         o  The demand for the products and services we intend to market to
            other business (the distributive intellect and management of our
            Enabling Platform)

         o  Our Members' and Editors' acceptance of our involvement in the
            publishing industry

         o  The level of traffic on our Suite101.com site

         o  The amount and timing of capital expenditures and other costs
            relating to the expansion of our operations

         o  The introduction of new or enhanced services by us or our
            competitors

         o  The timing and number of new hires

         o  Our loss of a key strategic or marketing relationship


                                       23
<PAGE>   24


         o  Changes in our marketing policy or those of our competitors

         o  Engineering or development fees that may be paid in connection with
            new Web site development and new publishing tools

         o  Technical difficulties with our Suite101.com site

         o  General economic conditions, and

         o  Economic conditions specific to the Internet or all or a portion of
            the technology market.

         As a strategic response to changes in the competitive environment, we
may from time to time make certain pricing, service or marketing decisions or
business combinations that could have a material adverse effect on our business,
results of operations and financial condition. We expect to experience
seasonality in our business, with user traffic on our Suite101.com site
potentially being lower during the summer and year-end vacation and holiday
periods when overall usage of the Web is lower. Any seasonality is likely to
cause quarterly fluctuations in our operating results. There can be no assurance
that such patterns will not have a material adverse effect on our business,
results of operations and financial condition.

MANAGEMENT OF GROWTH AND RELATIONSHIPS; BRIEF TENURE OF MANAGEMENT; DEPENDENCE
ON KEY PERSONNEL


         In developing our business plan, we expect to be required to establish
and manage multiple relationships with various strategic partners, distributors,
providers of services, technology licensors, Members, marketers and other third
parties. To date, only a limited number of such relationships have been
established in order to implement our day-to-day business operations. These
requirements to enter into these relationships will be exacerbated in the event
of our material growth or in the number of third party relationships, and there
can be no assurance that our systems, procedures or controls will be adequate to
enable us to establish and enter into these relationships, to support any
substantial growth in our operations or that our management will be able to
implement or manage any growth effectively.

         To effectively manage growth, we must establish, implement and improve
operational, financial and management information systems and expand, train and
manage our employee base. Our development is and will continue to be
substantially dependent on the abilities and performance of our executive
officers and other key employees. The loss of the services of any of our
executive officers or other key employees could have a material adverse effect
on our prospects, business development, and results of operations and financial
condition. Competition for senior management, experienced sales and marketing
personnel, qualified Web engineers and other employees is and is expected to
continue to be intense. There can be no assurance that we will be successful in
attracting and retaining such personnel. There can be no assurance that we may
not experience difficulty from time to time in hiring and retaining the
personnel necessary to support the growth of our business. Our failure to
successfully manage our personnel requirements would have a material adverse
effect on our business, results of operations and financial condition.



                                       24
<PAGE>   25


INTENSE COMPETITION


         The market for community based publishing and ecommerce on the Internet
is relatively new and rapidly evolving. Competition is expected to increase
significantly in the future. Barriers to entry into the Internet business are
relatively insubstantial. We believe that the principal competitive factors for
companies seeking to create community on the Internet are content, critical
mass, functionality, brand recognition, Member affinity and loyalty, broad
demographic focus and open access for visitors. Other companies who are
primarily focused on online publishing, online directories or community on the
Internet are About.com, Fatbrain.com, MightyWords.com, iPublish.com and Abuzz.
Some of these competitors are significantly larger than us and more
well-established and well-known in the Internet industry and have greater
capital resources.

         We will also experience competition in the future from Web directories,
search engines, shareware archives, content sites, commercial online service
providers ("OSPs"), sites maintained by Internet service providers ("ISPs") and
other entities that attempt to establish epublishing communities on the Internet
by developing their own community or acquiring one of our competitors. In
addition, we could face competition in the future from traditional media
companies, a number of which, including AOL Time Warner, CBS and NBC; have
substantial investments in Internet companies. Further, there can be no
assurance that our competitors and potential competitors will not develop
communities or epublishing opportunities that are equal or superior to ours or
that achieve greater market acceptance than ours.

         We also compete for visitors and Members with many Internet content
providers and ISPs, including Web directories, search engines, shareware
archives, content sites, commercial online services and sites maintained by
Internet service providers, as well as thousands of Internet sites operated by
individuals and government and educational institutions. These competitors
include free information, search and content sites or services, such as AOL Time
Warner, Inc., CNET, Inc. ("CNET"), Excite, Inc. ("Excite"), Lycos, Inc.
("Lycos"), Microsoft Corporation ("Microsoft"), About.com Inc., and Yahoo! Inc.
("Yahoo!"). We also compete with traditional forms of media, such as newspapers,
magazines, radio and television. We believe that the principal competitive
factors in attracting strategic partners and third-party contracts include the
amount of traffic on our Web site, name recognition, customer service and our
ability to manage our Enabling Platform. We will likely face increased
competition which could, in turn, have a material adverse effect on our
business, results of operations and financial condition.

         Substantially all of our existing and potential competitors, including
Internet content publishers, Web directories, search engines and large
traditional media companies, have longer operating histories in the Web market,
greater name recognition, larger customer bases and significantly greater
financial, technical and marketing resources. Such competitors are able to
undertake more extensive marketing campaigns for their brands and services,
adopt more aggressive advertising pricing policies and make more attractive
offers to potential employees, visitors, Members, marketers and third party
content providers.

         In addition, we may experience difficulty in establishing the strategic
relationships needed to produce material revenues or our strategic partners may
sever or elect not to renew their



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<PAGE>   26


agreements with us. There can also be no assurance that we will be able to
compete successfully in the Internet or that competition will not have a
material adverse effect on our business, results of operations and financial
condition.

GROWTH WILL DEPEND ON OUR ABILITY TO DEVELOP OUR BRAND

         We believe that establishing broader brand recognition of the
Suite101.com brand is vitally important to our future success. Accordingly, we
have launched a brand-enhancing campaign that includes promotional programs
targeted at Members and visitors, and public relations activities. We intend to
incur significant expenditures in our marketing efforts. If our brand building
strategy is unsuccessful, these expenses may never be recovered and we may be
unable to increase our future revenues.

RISK OF RELIANCE ON INTERNALLY AND EXTERNALLY DEVELOPED SYSTEMS

         We use and intend to use an internally developed system for our Web
site, as well as systems licensed from others. A key element of our strategy is
to generate a higher volume of traffic to our Web site. Our inability to further
develop and modify our system as necessary to accommodate increased levels of
traffic on our Web site may cause unanticipated system disruptions, slower
response times, degradation in Member satisfaction and service leading to a
possible loss of Members and Contributing Editors, and delays in reporting
accurate financial information. Any of these events could have a material
adverse effect on our business, results of operations and financial condition.

RISKS WE FACE ARISING OUT OF THE NATURE OF THE INTERNET

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

         We are not currently subject to direct regulation by any government
agency, other than regulations applicable to businesses generally. There are
currently few laws or regulations directly applicable to access to or commerce
on the Internet. However, due to the increasing popularity and use of the
Internet, a number of legislative and regulatory proposals are under
consideration by U.S. and Canadian federal, state, provincial, local and foreign
governmental organizations. It is possible that a number of laws or regulations
may be adopted with respect to the Internet relating to such issues as user
privacy, user screening to prevent inappropriate uses of the Internet by, for
example, minors or convicted criminals, taxation, infringement, pricing, content
regulation, quality of products and services and intellectual property ownership
and infringement. The adoption of any such laws or regulations may decrease the
growth in the use of the Internet, which could, in turn, decrease the demand for
our community, increase our cost of doing business, or otherwise have a material
adverse effect on our business, results of operations and financial condition.

         Moreover, the applicability to the Internet of existing laws governing
issues such as property ownership, copyright, trademark, trade secret,
obscenity, libel and personal privacy is uncertain and developing. Any new
legislation or regulation, or application or interpretation of existing laws,
could have a material adverse effect on our business, results of operations and
financial condition. There can be no assurance that any legislation will not be
enacted in the future that could expose us to substantial liability. Legislation
could also dampen the growth in the use of the Web generally and decrease the
acceptance of the Web as a communications and commercial


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<PAGE>   27


medium. The result could, thereby, have a material adverse effect on our
business, results of operations and financial condition.

         It is also possible that our use of "cookies" to track demographic
information and user preferences may become subject to laws limiting or
prohibiting their use. A "cookie" is a bit of information keyed to a specific
server, file pathway or directory location that is stored on a user's hard
drive, possibly without the user's knowledge. A user is generally able to remove
cookies. Germany, for example, has imposed laws limiting the use of cookies, and
a number of Internet commentators, advocates and governmental bodies in the
United States and other countries have urged the passage of laws limiting or
abolishing the use of cookies. In addition, a number of legislative proposals
have been made at the U.S. and Canadian federal, state, provincial and local
level that would impose additional taxes on the sale of goods and services over
the Internet and certain jurisdictions have taken measures to tax
Internet-related activities. The U.S. Congress enacted the Internet Tax Freedom
Act on October 21, 1998 which imposes a national moratorium in the United States
on state and local taxes on Internet access services, online services, and
multiple or discriminatory taxes on electric commerce effective October 1, 1998
and ending three years after its enactment. There can be no assurance that, once
such moratorium is lifted, some type of U.S. federal and/or state taxes will be
imposed upon Internet commerce, and there can be no assurance that such
legislation or other attempts at regulating commerce over the Internet will not
substantially impair the growth of commerce on the Internet and. As a result,
our opportunity to derive financial benefit from these activities may be
adversely affected.

         Due to the global nature of the Web, it is possible that, although our
transmissions over the Internet originate primarily in British Columbia, Canada,
the governments of various states in the United States and foreign countries
might attempt to regulate our transmissions or prosecute us for violations of
their laws. There can be no assurance that violations of local laws will not be
alleged or charged by state or foreign governments, that we might not
unintentionally violate such laws or that such laws will not be modified, or new
laws enacted, in the future. Any of the foregoing developments could have a
material adverse effect on our business, results of operations and financial
condition.

         In addition, as our services are available over the Internet in
multiple foreign countries, provinces, states and other jurisdictions, such
jurisdictions may claim that we are required to qualify to do business as a
foreign corporation in each of those jurisdictions or are subject to taxation in
those jurisdictions. We are qualified to do business only in British Columbia,
and our failure to qualify as a foreign corporation in a jurisdiction where we
are required to do so could subject us to taxes and penalties and could result
in our inability to enforce contracts in such jurisdictions. Any such new
legislation or regulation, the application of laws and regulations from
jurisdictions whose laws do not currently apply to our business, or the
application of existing laws and regulations to the Internet and other online
services could have a material adverse effect on our business, results of
operations and financial condition.

LIABILITY FOR INFORMATION RETRIEVED FROM THE WEB; ABSENCE OF LIABILITY INSURANCE

         Because materials may be downloaded by Members and other users of our
Web site and subsequently distributed to others, there is a potential that
claims will be made against us for defamation, negligence, copyright or
trademark infringement, personal injury or other theories


                                       27
<PAGE>   28


based on the nature, content, publication and distribution of these materials.
Such claims have been brought, and sometimes successfully pressed, against OSPs
for example, in the past. We have received inquiries from time to time from
third parties regarding such matters, all of which have been resolved to date
without any payments or other material adverse effect on us.

         In addition, the increased attention focused upon liability issues as a
result of these lawsuits and legislative proposals could impact the overall
growth of Internet use. We could also be exposed to liability with respect to
the offering of third party content that may be accessible through our Web site,
or through content and materials that may be posted by Members on their personal
Web sites or chat rooms, or online discussions offered by us. Such claims might
include, among others, that by directly or indirectly hosting the personal Web
sites of third parties, we are liable for copyright or trademark infringement,
or other wrongful actions by such third parties through such Web sites.

         It is also possible that if any third party content information
provided on our web site contains errors, third parties could make claims
against us for losses incurred in reliance on such information. Even to the
extent that such claims do not result in liability to us, we could incur
significant costs in investigating and defending against such claims. The
imposition on us of potential liability for information carried on or
disseminated through our systems could require us to implement measures to
reduce our exposure to such liability, which may require the expenditure of
substantial resources and limit the attractiveness of our services to Members
and visitors.

         We may enter into agreements with electronic vendors and sponsors
whereby we may be entitled to receive affiliate rewards or share in the revenue
from the purchase of goods and services through direct links from our Web site.
Such arrangements may expose us to additional legal risks and uncertainties,
including potential liabilities to consumers of such products and services by
virtue of our involvement in providing access to such products or services, even
if we do not provide such products or services. While we will seek to be
indemnified against such liabilities, there can be no assurance that such
indemnification, if available, will be adequate.

         Currently, we do not carry general liability insurance intended to
protect us from any liability arising out of the foregoing. In any event,
however, insurance may not cover all potential claims to which we are exposed or
may not be adequate to indemnify us for all liability that may be imposed. Any
imposition of liability that is not covered by insurance or is in excess of our
insurance coverage would have a material adverse effect on our business, results
of operations and financial condition. In addition, the increased attention
focused upon liability issues as a result of these lawsuits and legislative
proposals could impact the overall growth of Internet use.

SECURITY RISKS

         There can be no assurance that experienced programmers or "hackers" may
not from time to time attempt to penetrate our network security. To date, none
of this activity has occurred. However, in the event any such attempts should
occur and be successful, such a penetration may have a material adverse effect
on our business, results of operations or financial condition. A party who is
able to penetrate our network security could misappropriate proprietary
information or cause interruptions in our Web site.



                                       28
<PAGE>   29


         In addition, in offering certain payment services, we could become
increasingly reliant on encryption and authentication technology licensed from
third parties to provide the security and authentication necessary to effect
secure transmission of confidential information, such as customer credit card
numbers. We may be required to expend significant capital and resources to
protect against the threat of such security, encryption and authentication
technology breaches or to alleviate problems cause by such breaches.

         Concerns over the security of Internet transactions and the privacy of
users may also inhibit the growth of the Internet generally, particularly as a
means of conducting commercial transactions. Security breaches or the
inadvertent transmission of computer viruses could expose us to a risk of loss
or litigation and possible liability. There can be no assurance that contractual
provisions attempting to limit our liability in such areas will be successful or
enforceable, or that other parties will accept such contractual provisions as
part of our agreements, which could have a material adverse effect on our
business, results of operations and financial condition.

RELIANCE ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

         We regard our technology as proprietary and attempt to protect it by
relying on trademark, service mark, copyright and trade secret laws and
restrictions on disclosure and transferring title and other methods. We have
applied for trademarks for the following: "Suite101.com," "Real People Helping
Real People" and "Best-of-Web Directory." We currently have no patents or
patents pending and do not anticipate that patents will become a significant
part of our intellectual property in the foreseeable future. We also generally
enter into confidentiality or license agreements with our employees and
consultants, and generally control access to and distribution of our
documentation and other proprietary information. Despite these precautions, it
may be possible for a third party to copy or otherwise obtain and use our
proprietary information without authorization or to develop similar technology
independently.

         We pursue the registration of our trademarks and service marks in the
United States and Canada and internationally, and intend to apply for the
registration in the United States and Canada for a number of our service marks
There can be no assurance that such registration will be granted or, if granted,
that we will derive any material commercial benefit from such registration.
Effective trademark, service mark, copyright and trade secret protection may not
be available in every country in which our services are distributed or made
available through the Internet, and policing unauthorized use of our proprietary
information is difficult.

         Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving. No assurance can be given as to the future
viability or value of any of our proprietary rights or other companies within
this market. There can be no assurance that the steps taken by us will prevent
misappropriation or infringement of our proprietary information. Any such
infringement or misappropriation, should it occur, could have a material adverse
effect on our business, results of operations and financial condition.

         In addition, litigation may be necessary in the future to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of the proprietary rights of others. Such litigation might
result in substantial costs and diversion of resources and management



                                      29
<PAGE>   30


attention and could have a material adverse effect on our business, results of
operations and financial condition and we may not have available the resources
necessary to pursue such litigation.

         Furthermore, there can be no assurance that our business activities
will not infringe upon the proprietary rights of others, or that other parties
will not assert infringement claims against us. It can be expected that we will
be subjected to claims in the ordinary course of our business, including claims
of alleged infringement of the trademarks, service marks and other intellectual
property rights of third parties by us and the content generated by our Members.
Such claims and any resultant litigation, should it occur, might subject us to
significant liability for damages and might result in invalidation of our
proprietary rights and even if not meritorious, could be time consuming and
expensive to defend and could result in the diversion of management time and
attention, any of which might have a material adverse effect on our business,
results of operations and financial condition.

         We currently license from third parties certain technologies
incorporated into our Web site. As we continue to introduce new services that
incorporate new technologies, we may be required to license additional
technology from others. There can be no assurance that these third party
technology licenses will continue to be available to us on commercially
reasonable terms, if at all. Our inability to obtain any of these technology
licenses could result in delays or reductions in the introduction of new
services or could adversely affect the performance of our existing services
until equivalent technology could be identified, licensed and integrated.

DEPENDENCE ON CONTINUED GROWTH IN THE USE OF THE INTERNET; DEPENDENCE ON WEB
INFRASTRUCTURE


         Our Company's future success is substantially dependent upon continued
growth in the use of the Internet and the Web in order to support ecommerce
development on our Web site and in the acceptance and volume of ecommerce
transactions on the Internet. There can be no assurance that the number of
Internet users will continue to grow or that ecommerce over the Internet will
become more widespread.

         As is typical in the case of a new and rapidly evolving industry,
demand and market acceptance for recently introduced services are subject to a
high level of uncertainty. We cannot predict the extent to which we will be able
to engage our services to third-party contractors. The Internet may not prove to
be viable for our epublishing goals for a number of reasons, including lack of
acceptable security technologies, lack of access and ease of use, congestion of
traffic, inconsistent quality of service and lack of availability of
cost-effective, high-speed service, potentially inadequate development of the
necessary infrastructure, excessive governmental regulation, uncertainty
regarding intellectual property ownership or timely development and
commercialization of performance improvements, including high-speed modems.

         The success of our Web site will depend in large part upon the
continued development of a Web infrastructure, such as a reliable network
backbone with the necessary speed, data capacity and security, and timely
development of complementary products, such as high-speed modems for providing
reliable Web access and services. Because global ecommerce and online exchange
of


                                       30
<PAGE>   31


information on the Web and other similar open wide area networks are new and
evolving, it is difficult to predict with any assurance whether the Web will
support increasing use.

         The Web has experienced, and is expected to continue to experience,
significant growth in the number of users and the amount of content. To the
extent that the Web continues to experience increased numbers of users,
frequency of use or increased band width requirements of users, there can be no
assurance that the Web infrastructure will continue to be able to support the
demands placed on it by this continued growth or that the performance or
reliability of the Web will not be adversely affected by this continued growth.
In addition, the Web could lose its viability or effectiveness due to delays and
the development or adoption of new standards and protocols to handle increased
levels of activities or due to increased government regulation.

SALES TAX COLLECTION

         One or more states, provinces or countries may seek to impose sales tax
collection obligations on out-of-state or out-of-province or foreign companies
such as us which engage in online commerce. Any new operation or facilities in
the United States or Canada or elsewhere could subject shipments into such
states or provinces to state or provincial or foreign sales taxes. A successful
assertion by one or more states or provinces or any foreign country that we
should collect sales or other similar taxes on the sale of merchandise could
have a material adverse effect on our business, prospects, financial condition
and results of operations.


OTHER RISKS WE FACE

CONTROL BY DIRECTORS, EXECUTIVE OFFICERS, NORTHFIELD CAPITAL CORPORATION AND
284085 BC LTD.


         As of April 30, 2001, our Directors, Executive Officers and Northfield
Capital Corporation, and their respective affiliates, in the aggregate,
beneficially owned (including shares that they, he or she has the right to
acquire the beneficial ownership within 60 days following April 30, 2001)
approximately 5,289,510 shares or 38.03% of our outstanding Common Stock. As a
result, these stockholders possess significant influence over us, giving them
the ability, among other things, to elect a majority of our Board of Directors
and approve significant corporate transactions. Such share ownership and control
may also have the effect of delaying or preventing a change in control of us,
impeding a merger, consolidation, takeover or other business combination
involving us, or discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us which could have a material adverse
effect on the market price of our Common Stock.

NO ACTIVE PRIOR PUBLIC MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK
PRICE

         Since December 30, 1998, our Common Stock has been quoted on the OTC
Bulletin Board. There can be no assurance that an active trading market for our
Common Stock will be sustained or that the market price of our Common Stock will
not decline based upon market or other conditions. The market price may bear no
relationship to our revenues, earnings, assets or potential and may not be
indicative of our future business performance. The trading price of our



                                      31
<PAGE>   32


Common Stock has been and can be expected to be subject to wide fluctuations in
response to variations in our quarterly results of operations, the gain or loss
of significant strategic relationships, unanticipated delays in our development,
changes in estimates by analysts, announcements of technological innovations or
new solutions by us or our competitors, general conditions in the technology and
Internet sectors and in Internet-related industries, other matters discussed
elsewhere in this annual report and other events or factors, many of which are
beyond our control.

         In addition, the stock market in general and the technology and
Internet sectors in particular have experienced extreme price and volume
fluctuations which have affected the market price for many companies in
industries similar or related to us and which have been unrelated to the
operating performance of these companies. These market fluctuations, as well as
general economic, political and market conditions, may have a material adverse
effect on the market price of our Common Stock.

         In the past, following periods of volatility in the market price of a
company's securities, securities class action litigation has often been
instituted against such companies. Such litigation, if instituted, and
irrespective of the outcome of such litigation, could result in substantial
costs and a diversion of management's attention and resources and have a
material adverse effect on our business, results of operations and financial
condition.



                                       32
<PAGE>   33



                          PART II -- OTHER INFORMATION




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Exhibits

                   None

         (b)    Reports on Form 8-K

                   We did not file any Current Reports on Form 8-K during the
quarter ended March 31, 2001.



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<PAGE>   34



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    SUITE101.COM, INC.
                                    -----------------
                                    (Registrant)



Date:  May 14, 2001              /s/Peter L. Bradshaw
                                 --------------------------------------------
                                    Peter L. Bradshaw
                                    President and Chief Executive Officer
                                    (Principal Executive Officer, and Director)


                                 /s/Cara M. Williams
                                 --------------------------------------------
                                    Cara M. Williams
                                    Vice President - Finance
                                    (Principal Financial and Accounting Officer)


                                       34