<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB

Mark One:

      |X| Annual Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934.

      For the fiscal year ended December 31, 2000; 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 No. 0-25136

                                SUITE101.COM, INC
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                 (Name of Small Business Issuer in its Charter)

             Delaware                                           33-0464753
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  (State or Other Jurisdiction of                              (IRS Employer
  Incorporation or Organization)                             Identification No.)

1122 Mainland Street - Suite 390, Vancouver, British Columbia, Canada V6B 5L1
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               (Address of Principal Executive Offices)               (Zip Code)

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

         Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class                    Name of Each Exchange on Which Registered
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                                       None
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      Securities Registered Pursuant to Section 12(g) of the Exchange Act:
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                     Common Stock, par value $.001 per share

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                              (Title of Each Class)

      Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve (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. |X| Yes
|_| No

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB, or any amendment to
this Form 10-KSB. |X|

      State Issuer's revenues for its most recent fiscal year:  $1,620

      The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of March 5, 2001, was $1,985,315.
(Non-affiliates have been determined on the basis of holdings set forth in the
information incorporated by reference under Item 11 of this Annual Report on
Form 10-KSB.)

      The number of shares outstanding of each of the Issuer's classes of common
equity, as of February 28, 2001, was 13,155,046.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

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                                     PART I

Item 1 - Description of Business:

SUITE101.COM, INC.

      Suite101.com, Inc. is an online publishing (epublishing) company
engaged in the creation, operation and maintenance of a Word Wide Web-based
community, known as Suite101.com. Suite101.com is an online community that is
growing organically where Internet users can express themselves, share ideas,
interests and expertise, and publish content accessible to other Internet
users with common interests. Our community includes our Members, our Editors,
and our visitors. Suite101.com's Member-generated Best-of-Web Directory,
which was started in 1996, is the accumulated efforts of our Members and our
Editorial Team - which includes our Senior, Managing and Contributing Editors
(Web guides) - who are dedicated to generating and finding the best content
on the Web to create our directory. Our Best-of-Web Directory is organized
into ten (10) categories using the Dewey Decimal Classification (R) system
(DDC)1 and the Library of Congress Subject Headings (LCSH). We believe we
were one of the first Internet sites to engage real people rather than
software (search engines) to find topical information on the Internet. At the
end of December 2000, we had over 1,300 Contributing Editors publishing
content and searching the Internet for the best resources (links) on the Web.

      Our Contributing Editors, who are typically enthusiasts with a passion for
a particular topic, collectively publish over 2,000 original articles per month
on our site and, since 1996, have written close to 40,000 searchable, archived
articles. In addition, our Editorial Team has created Suite101.com's Best-of-Web
Directory with over 43,000 hand-picked and personally reviewed links and has
managed more than 38,000 discussions on over 1,300 topics ranging from gardening
to romance.

      We consider Suite101.com to be on the leading edge of online publishing
and, we believe, we were the first Internet community to organize, mentor, and
manage a remote team of writers producing quality online content. Since our
inception, Suite101.com's community of writers has been using Suite101.com's
online publishing tools, which include proprietary software we developed, to
publish original, organic content. These powerful, user-friendly publishing
tools make it easy for writers to create and publish their content online.
Without the availability of these online publishing tools, writers would have to
post their works on their own web site or to another community portal in order
for their works to be published on the Internet.


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This can be a complicated process and one that not everyone is familiar.
Suite101.com allows writers to produce articles off-line and then, using our
proprietary software, post the articles to our site without the need to know
complex computer languages or programming. Once posted, the articles are
automatically published in Web format on our site, catalogued by topic and
categorized using the DDC system and form part of Suite101.com's Best-of-Web
Directory.

      Suite101.com utilizes its exclusive online management structure, which we
refer to as our "Enabling Platform", to manage and maintain our remote team of
over 1,300 Contributing Editors. Suite101.com's Enabling Platform, an online
system of distributed management and intellect, is a Net-centric management
method that utilizes the unique qualities of the Internet. By making use of the
Internet and its inherent ability to connect users and facilitate communication
worldwide, Suite101.com has been able to develop and manage its community of
writers with only a two (2) person head office editorial staff - our
Editor-in-Chief and our Editorial Coordinator.

      Through the interconnection of users and communication over the
Internet and using our internally developed software, Suite101.com's Enabling
Platform also allows our Editorial Team to vet, edit, publish and enhance the
quality of our original, Member-generated content efficiently and
cost-effectively. While the Internet allows anyone to publish, not everyone
is a writer, and finding good quality content on the Internet is not easy;
our Enabling Platform provides the means to efficiently find and produce
quality content on the Internet, cost-effectively.

      In the traditional "bricks-and-mortar" publishing arena there is an
Editor-in-Chief who employs senior and managing editors to edit/filter the
content of writers. This process ensures the quality of the end-published
content, however the process is slow, expensive and inefficient and cannot
accommodate the vast number of manuscripts being created and submitted by
thousands of aspiring writers. At Suite101.com, rather than using this
traditional pyramid structure, we employ a peer review model where we are able
to accommodate large numbers of submissions and maintain a very cost effective
and efficient process without sacrificing quality of content. We liken
Suite101.com's Enabling Platform--our self-organized, distributed management
structure--to a circle. Our Editor-in-Chief is in the center encircled by Senior
and Managing Editors who vet and edit/filter the content of our Contributing
Editors on the outermost ring.

      Our revenue model will concentrate on using our Enabling Platform to
generate ecommerce opportunities, which, we believe, could be realized in a
number of different industries. Currently, we envision using our Enabling
Platform as a means to earn revenues by entering into third-party contracts to
vet manuscripts and to generate, publish and enhance content in works for sale
in bookstores and on the Internet. We are exploring other opportunities where
this online management structure can be applied.


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BACKGROUND OF SUITE101.COM

      Suite101.com employs real people, known as guides or "Contributing
Editors" rather than software (search engines) to help Internet users find the
Best-of-the-Web resources. Our site offers not only a way to find quality
information on the Web, but also an opportunity to participate in a community of
like-minded people who share mutual interests.

      Our original idea behind Suite101.com was to overcome the chaos of the
Internet and to enable "normal" people who have a passion for a particular topic
to have the opportunity to share their expertise, publish articles and act as
guides or Contributing Editors on our site to assist others who have similar
interests in finding relevant information on the Internet. As of December 31,
2000, we had over 1,300 Contributing Editors publishing articles, facilitating
discussions, hosting online "chats," and contributing to Suite101.com's
Best-of-Web Directory of content and links to top Web sites. As of the end of
February 2001, our Editorial Team has published and archived close to 40,000
articles on over 1,300 topics ranging from American Literature to Virtual
Journeys, managed over 38,000 discussions, and recommended over 43,000
hand-picked and reviewed links which are kept current by our Editorial Team.

INDUSTRY BACKGROUND

        In many ways the Internet communication medium is transforming how we
live and interact with one another. The introduction of the World Wide Web
("WWW" or "Web") in the mid-1990s accelerated this transformation. Web sites,
browsers, and development tools quickly made a relatively complex technology
accessible to a much larger population. Hundreds of millions of people now have
the opportunity to develop, publish and distribute their own information without
requiring substantial economic resources or being limited by geographical
boundaries. With an estimated 407 million users on the Internet today (with 167
million in Canada and the US alone), the Internet is the largest conglomeration
of authors ever assembled, according to Nua Surveys
(http://www.nua.ie/surveys/how_many_online/index.html, November 2000).

The Growth of Online Communities

      Early Internet users developed a unique, give-and-take culture that
emphasized the participation and sharing of information and resources. We
believe that these are the basic elements of community. However, the rise in the
popularity and the subsequent commercialization of the Web has changed the focus
of this culture from one of "give-and-take" (sharing and interaction) to passive
consumption where Internet "surfers" are relegated to the role of viewers,
readers and subscribers. The Web has become a vast network of millions of Web


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sites, for the most part broadcasting professionally created, static content to
Internet users. For the typical user, the Web does not live up to its original
promise; instead of the powerful, two-way communication medium that it could be,
we view the Web as a chaotic, overloaded brochure rack.

      "Portal" sites (Web supersites that provide a variety of services
including Web searching, news, free e-mail, discussion groups, online shopping
and links to other sites) combined with powerful search engines were introduced
to help users find information on the Internet. In many cases, search engines
have added to, not diminished, the chaos on the Web. As the use of the Internet
and the number of Web sites has grown, the utility of these search engines has
declined because of their inability to stay abreast of the growth in Web sites.
As experienced Internet surfers know, Internet search engines, powered by
software, return every possible matching lead and do not distinguish the quality
or relevance of one site from another. Therefore, when a surfer uses a search
engine, he or she is faced with the daunting task of wading through hundreds --
sometimes thousands -- of search engine suggestions responding to the topic
searched that may be irrelevant, incomplete, or outdated.

      Looking for a more effective way of finding quality information on the
Internet, we believe that many users are increasingly turning to Web directories
and online communities to find, read, and discuss information that is relevant
to their lives. These also allow them to subscribe to online publications, to
publish and to share in the give-and-take of the Internet. Internet users in
these online communities realize the availability of the Internet as an
interactive, two-way communication medium.

Business-to-Business Opportunities

      In the beginning, many analysts predicted that vast revenues would be
realized by companies engaged in business-to-consumer (B2C) ecommerce. However,
recent information indicates that retail, or B2C, revenues have not met
expectations. On the other hand, business-to-business (B2B) ecommerce has far
outstripped the revenues generated by B2C. For example, the New York Times
reported that the combined revenues of all retailers on the Internet in 1998 -
US$8 billion - did not even match the revenues of one B2B ecommerce business,
Cisco Systems (US$9 billion in 1999). Further, Forrester Research predicted that
the total B2B ecommerce market would reach US$1.3 trillion by 2003.

      Increased bandwidth, industry leaders embracing the Internet, the need
for faster transactions - all these factors are driving the broadening
acceptance of B2B ecommerce. As this acceptance grows, the Internet is helping
entire industries improve their productivity and profitability. The benefits to
suppliers include lower selling costs, lower transaction costs, access to wider
markets, and the avoidance of powerful channels.


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      With the growth in North America of people working from their residences
being fuelled by lifestyle changes and Internet access, we believe businesses
will soon capitalize on this remote work force to produce goods and services at
a lower cost thus enabling a company to search out new business opportunities
that until now were unavailable.

eCommerce in Existing Online Communities

      Online communities tend to attract like-minded people who share mutual
interests and a similar demographic profile. Topically organized, they attract
interested users who tend to spend a significant portion of their time online at
the community Web site. Most of the online communities, such as Yahoo! Inc.,
also offer other services, such as personal home pages and messaging functions,
that further increase the site's "stickiness" (capacity to keep users at the
site). We believe that online vendors (eVendors) recognize the marketing
potential of these commercially attractive, site-loyal demographic groups.

      We believe that eVendors want to be seen in the online communities because
the commmunities have the ability to aggregate attractive demographic groups
with significant purchasing power and known interests. eVendors have begun to
focus their advertisements to persons with a demonstrated interest -- for
example, ads for fishing tackle on a site devoted to fly fishing. Because many
of the communities collect substantial demographic information from their
members, marketers see an opportunity to tailor the marketing of their products
or services directly to particular groups within the community. Many of the
popular online community sites generate a substantial portion of their revenues
from banner and button advertising.

Privacy Concerns

     We believe that the lure of online communities will continue to grow for
online vendors because of focused demographics. Focused demographics allows for
targeted marketing by online vendors to topically organized groups or
"communities". But the nature of the commercial opportunities envisioned by many
of these vendors is expected to change dramatically due to one very important
reason -- privacy. Privacy concerns are increasingly affecting what users do on
the Internet, especially as consumers. We believe many users are uncomfortable
giving their demographic information or making purchases online because of these
privacy concerns. Users are especially uncomfortable when they find that their
personal demographic information is being collected, used, and traded without
their knowledge, authorization, or benefit. Consumers are making these concerns
about privacy more public. To ultimately succeed at ecommerce, we believe
marketers and vendors will have to find ways of gaining the confidence of
potential customers by demonstrating that they will act sensitively and
responsibly with regard to consumers' privacy issues.


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THE SUITE101.COM CONCEPT

The Suite101.com Community

      The Suite101.com community, a banner free Web site, provides software that
compiles, organizes, publishes, enhances and distributes content created by
Members of its community. This enhances Members' experiences on the Web because
they can publish their own articles, share ideas, and interact with other
Members and other Internet users who have common interests.

      Our concept is a community of Internet users dedicated to
self-expression, interaction, and sharing. We believe that, like any
community in the bricks-and-mortar world, the Members of Suite101.com come to
feel a high degree of affinity to our site and responsibility to each other
because they share their interests and passions with each other in a safe,
non-threatening environment. We believe Members of Suite101.com come to feel
they have a "home" on the Internet. The products and services of our
community include articles written by Contributing Editors (who are paid a
monthly stipend between $15 and $25 depending on the number of articles they
write in a month), discussion threads and chats, contests and polls, and, of
course, links to the best sites on the Web in over 1,300 different topic
areas (the Best-of-Web Directory). With the addition of more Members and
Contributing Editors, the Suite101.com community has grown organically from
approximately 35 Contributing Editors in October 1996 to over 800 in December
1999 to over 1,300 in December 2000. Currently, we have a backlog of over 300
applications from prospective Contributing Editors. As of the end of February
2001, Suite101.com's Editorial Team has created our Best-of-Web Directory
with over 43,000 hand-picked and personally reviewed links, published and
archived close to 40,000 articles, and managed more than 38,000 discussions.
Our site has over 1,300 topic areas and, according to PC Data Online, over
the 12-month period of 2000 we averaged more than 600,000 unique users
monthly compared to a monthly average of 461,000 unique users over the last
five (5) months of 1999.

Enabling Platform - Business-to-Business Opportunities

     Developed over the past five years, Suite101.com's Enabling Platform--a
system of self-organized, distributed management--has allowed the Company to
source, publish, maintain, and enhance content from hundreds of Contributing
Editors, over the Internet. As a result, Suite101.com has created an online
publishing community that features thousands of articles, discussions, and links
on hundreds of topics, ranging from astronomy to vegan cooking.

      We believe that our Enabling Platform will attract the interest of other
enterprises, especially in the online publishing (ePublishing) industry, looking
to source, publish, maintain,


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and enhance both existing and new content at a relatively low cost. The
traditional, "bricks-and-mortar" publishers (of books, magazines, and even
music) are undergoing a paradigm shift as they grapple with how to capitalize on
the new business opportunities emerging on the Internet - in other words, as
they struggle to become more Net-centric. As a result of this perceived business
need, the Company is pursuing "business-to-business" (B2B) opportunities with
publishers.

      Recent activities by the Company are intended to demonstrate the potential
of our Enabling Platform - for example, the recently-completed Short `n Suite
Writing Contest, which generated approximately 650 submissions from emerging
writers in six weeks. The submissions were then reviewed and filtered down to
select three winning manuscripts. Using a distributed team of Editors from
around the World, the contest succeeded in sourcing and identifying three
"winning" manuscripts in less than 90 days from start to finish. We believe that
publishers, who typically struggle to source quality content from the large
"slush piles" of submissions that they regularly receive, will see the potential
of our Enabling Platform as a means to provide them with a quicker, more cost
effective way to source content.

      In addition, we not only believe that publishers will be able to use our
Enabling Platform to source and publish original content, but we also believe
that publishers will be able to use the Enabling Platform to enhance existing
works, for example, out-of-print books that could find new life - and new
customers - as ebooks. Publishers are starting to realize this potential, as
they are busy digitizing thousands of texts for electronic distribution as
ebooks. We believe our Enabling Platform can help these publishers enhance this
digital content in a timely, cost-effective way.

Best-of-Web Directory

      The content of Suite101.com is organized into the following 10 major
categories using the Dewey Decimal Classification (R) system (DDC) and the
Library of Congress Subject Headings (LCSH). By adopting the DDC and LCSH, our
Directory allows for exponential growth: regardless of how many items we have --
from 100 to 1,000,000 -- finding information will remain predictable and easy
because both systems are built to organize collections of any size. In other
words, DDC and LCSH allow us to grow without sacrificing search functionality
and results relevance.


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000   Computers, Information and General Reference;

100   Philosophy, Paranormal and Psychology;

200   Religion;

300   Social Sciences;

400   Language;

500   Science and Mathematics;

600   Applied Sciences (Technology);

700   Arts and Recreation;

800   Literature and Writing; and

900   History and Geography.

      These 10 major directory categories are managed by our Senior Managing
and Managing Editors. These are individuals who have demonstrated an
extraordinary commitment to our Community. Each major category is further
organized into topics managed by a Contributing Editor. The organization of
our site's content makes it quick and easy for both Members and visitors to
locate the content that interests them. They can read the articles or explore
the list of related links recommended by the Contributing Editors in each
topic area. The organization of the content also helps them find other users
who share their interests. For example, people who are interested in
perennial plants can "find" each other in the discussion threads and chat
rooms of the topic, "Perenial Plants" under the "Applied Science" (DDC 600)
category. The functions and features available to Contributing Editors allow
them to encourage self-expression and interaction by providing a forum for
discussion, sharing, learning, and understanding.

Active Participation

      The organization of the Suite101.com community encourages users to
increase their participation. As they become more at home on the site, they
can move from visitor status to becoming a Member. If a Member has a
particular passion and wants to write, then the Member can apply to become a
Contributing Editor. If a Contributing Editor wants to guide and be a leader
in the community, he can apply to be a Chat Monitor, a Copy Editor, a
Managing Editor or a Senior Managing Editor.

      With each level of participation comes added commitment and responsibility
to the community. Contributing Editors write articles, facilitate discussions
and chats, initiate contests and polls, and, develop and maintain the
Best-of-Web Directory via their topic area. Managing Editors oversee a number of
topic areas and suport and encourage the Contributing Editors' efforts. Senior
Managing Editors oversee the major DDC categories underwhich our site is
organized and provide support and guidence to the Managing Editors. Copy Editors
review and randomly edit our Contributing Editors' articles.


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      Members and Editors can also contribute to the community in other ways
with suggestions and feedback that improve the overall community. For example,
it is our Editorial Team--including our Senior, Managing, Contributing and Copy
Editors-- who has been the champion of our Communities of Interest (discussed
below). Through these interactions, the Members and Editors develop a sense of
personal involvement in Suite101.com. They also tend to become supporters of the
community, actively encouraging visitors, friends and family to join and
participate. We believe that the greater the interaction and participation of
our Members and Editors, the greater their loyalty and affinity to the
Suite101.com community.

Member Services

      We strive to improve the online experience of our Members by providing
state-of-the-market tools and services. Membership on our site has its rewards.
To list a few, Members can subscribe to any of the over 1,300 topics published
on our site, they can set up a personalized Web start page, known as MySuite,
with news, weather, horoscopes and a planning calendar; they can sign-up for
free Web-based email, they have access to and can participate in all topic
discussions and chats on our site and are given full participation in what we
believe to be the best community of readers and writers on the Web.

      Both visitors and Members have free access to the Best-of-Web Direcory,
which we believe is one of the most significant features of Suite101.com.
Collectively maintained by our Editorial Team, this topically organized
directory helps users find the best, most relevant information on the Internet
in over 1,300 topic areas (as of December 31, 2000). Intended to help users
overcome the chaos of the Internet, we anticipate Web directories will replace
the powerful search engines on the major "portal" sites. These search engines
employed by the major portal sites, although impressive in the quantity of
information they can generate, do not help users distinguish the quality of the
information obtained. With the Best-of-Web Directory, users are directed to
quality, up-to-date information because someone with a passion for the topic
(the Contributing Editor) has recommended it for them.

Communities of Interest

        As a result of our growth in topics and Contributing Editors,
Suite101.com's Best-of-Web Directory is further evolving to include a subset of
"Communities of Interest" that includes closely related topics from more than
one of the major DDC categories. Collectively, these related topic sites attract
a large percentage of Suite101.com's Members and visitors independent of each
other. Suite101.com will adapt our Web site to provide a focal point for such
Communities of Interest. The Communities of Interest will act as common meeting
areas where like-minded Internet users with similar interests will be able to
congregate. For example, Suite101.com has over sixty (60) Contributing Editors
writing on gardening topics that would be brought together as a Community of
Interest through a redesign and packaging of this content on our site. The
Communities of Interest will act as "Vertical Portals" and will organically


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aggregate writers and readers of common interest into one central location on
Suite101.com. The Communities of Interest will feature tools that will allow
Editors who are a part of these Communities of Interest to dynamically assemble
and publish notices and bulletins promoting the contents and activities of the
topic sites that make up the Community of Interest. These opportunities may
include, but are not limited to, featured articles, profiles on Editors,
discussions and chat groups, as well as photo exhibitions and other community
oriented events.

      The Communities of Interest will become another method for our Members to
share ideas and to interact with each other. These Communities of Interest will
provide a forum for increased communication among our more vocal Members through
such events as online chats and discussions, but they will also provide further
content for the majority of the visitors to our site - the "lurkers". Currently,
some 30% of all the visitors (including both Members and non-Members) to
Suite101.com participate in our discussions and actively contribute to our
site. The majority of our visitors, the remaining 70%, are lurking in the
background "watching" the discussions and reading the content. We believe our
Communities of Interest will enhance our Business-to-Consumer opportunities due
to the aggregated number of visitors they (the Communities of Interest) will
attract.

THE SUITE101.COM REVENUE PROGRAM

Overview

      To begin generating revenue for the Company without changing the nature of
our community, Suite101.com intends to implement a B2B revenue program that
capitalizes on the potential of our Enabling Platform.

Elements of our Business-to-Business Revenue Program

      We envision using the distributed intellect and management of our Enabling
Platform as a means to earn revenues by entering into third-party contracts to
do such things as vet manuscripts and to generate, publish and enhance content
in works for sale in bookstores and on the Internet. We also believe our
Enabling Platform could be utilized in many other ecommerce applications.
Through our Enabling Platform, we currently create, maintain and enhance the
printed word on the Internet efficiently and cost effectively.

      We see our Enabling Platform as a key component in the future
development of epublishing through the generating, vetting, editing and
enhancing of the written word online. We held our Short'n Suite Writing
Contest for writers to demonstrate to the bricks-and-mortar publishing world
the scalability of Suite101.com's Enabling Platform and how it can
organically filter submissions efficiently and

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cost-effectively. Submissions were first reviewed, filtered and judged by our
Editorial Team to select 20 semifinalists. The writers of the top three (3)
submissions, as selected by a panel of judges from the bricks-and-mortar and
epublishing world, win a trip to Chicago to attend the BookExpo America (June
1 to June 3, 2001). As well, all the semifinalists' submissions will be
compiled and published in an anthology using print on demand technology.

      Based on these activities, we are seeking to enter into relationships with
ebook publishers and vendors and others in the publishing industry to vet, edit,
and enhance their written works.

BUSINESS STRATEGY

Overview

      Since its inception, the Internet has provided a medium for writers to
generate, publish and enhance content online. We believe the traditional
publishing companies are desirous of becoming involved in the evolution of the
online publishing industry so as to stay abreast of current developments.

            Suite101.com intends to seek a role in this marketplace by
implementing a business strategy that utilizes its Enabling Platform.

To achieve this goal we have started several initiatives:

      o     Grow our Membership by converting visitors to our site to active,
            participating Members,

      o     Build the Suite101.com brand,

      o     Continue to enhance site functionality and performance, and

      o     Implement the revenue programs.

Grow our Membership

      We believe that a growing Membership that actively participates in the
community will keep the Suite101.com community vibrant and appealing. It will
also provide Members for our Editorial Team that are an essential part of the
distributed intellect and management of our Enabling Platform.


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Build the Suite101.com Brand

      We believe that establishing broader brand recognition of the Suite101.com
brand is also important to our future success. To date, Suite101.com's growth
has been primarily organically by word-of-mouth, ad hoc public relations by our
management and the informal promotional efforts of our Members. Accordingly,
during the year 2000 we launched a brand-enhancing campaign that includes
promotional programs targeted at Members and visitors, and public relations
activities targeted at the publishing industry such as attending the publishing
industry's major conferences and tradeshows We have budgeted $500,000 to be
spent on this program in total of which we anticipate spending $350,000 during
2001. By implementing this campaign, we are seeking to raise the brand
recognition and the profile of Suite101.com among three target markets:

      o     The "general" Internet audience;

      o     Our existing Editorial Team and our Members; and

      o     Investors, publishers, potential partners and the media.

Continue to Enhance Functionality and Performance

      Suite101.com believes continually providing visitors and Members with
greater functionality and performance is important to its success. We intend to
continue to upgrade and expand our technological infrastructure to provide
faster and more reliable site access and to ensure that the site's hardware and
software are scalable to handle much higher usage. This will include upgrades to
the look of our site, Member Services upgrades aimed at increasing the Member
loyalty and the site's stickiness, and continued upgrades and enhancements to
our site's functionality. We have budgeted to spend $200,000 in this area during
2001.

Implement our Revenue Programs

      We intend to use our Enabling Platform as a means to earn revenues by
entering into third-party contracts to vet manuscripts and to generate, publish
and enhance content in works for sale in bookstores and on the Internet. To
demonstrate our ability to select the best manuscripts from a large number of
submissions, Suite101.com has hosted its "Short 'n Suite" writing contest for
writers. Twenty semifinalists will be compiled and published in an anthology
using print on


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<PAGE>

demand technology and the top three finalists will receive a trip to Chicago
for a book signing at Suite101.com's booth at the BookExpo America (June 1 to
June 3, 2001).

INFRASTRUCTURE AND OPERATIONS

      We have developed a web application framework that is built on Allaire's
Cold fusion Application Server 4.5.1 for MS Windows NT and MS SQL Server 7.0.
The web site traffic is load balanced on multiple Windows NT servers running
Microsoft Internet Information Server 4.0 using F5 BigIP 3.0 load balancing
hardware/software technology. Web site internal network runs on router/switch
technology from Cisco. Web site security is implemented using Linux Fire Wall
technologies. In an event that a web server was to become non-operational, all
website traffic will fall over to other web server nodes and a system alert is
sent to technical operations staff via email and pager. Affected web server(s)
are designed to restart automatically after a pre-determined length of time.
Suite101.com's production environment has been designed to allow upwards
scalability. In the event of substantial increase in user traffic to the site,
additional web/database servers can be added to the current system architecture
in order to increase load capacity. Currently, system resource utilization is
approximately 40%.

      Member-generated content is stored on multiple Microsoft SQL Server 7.0
databases. We are in the process of upgrading hardware/software for database
servers to Compaq ProLiant DL580 server running MS Windows 2000 Advanced Server
and MS SQL server 2000. We believe this upgrade will result in a substantial
increase in the storage and processing capacity of the web site database. We
expect this upgrade will increase our database capacity by a factor of 10.

      Our network servers are co-located at Telus Advanced Communications data
center in Vancouver, British Columbia. Site connectivity to the Internet is
provided via a dedicated 100Mb/s line provided on a 24-hour per day, seven days
per week basis by the data center.

Any interruption in the service received from other tier-1 network access
providers, or any failure of the data center to handle higher volumes of
Internet users to the Suite101.com site could have a material adverse effect on
our business, results of operations and financial condition. We will continue to
upgrade and expand our server and networking infrastructure in an effort to
improve its fast and reliable access to our web site.

EMPLOYEES


                                      -14-
<PAGE>

      As of December 31, 2000, we had twenty-one full-time personnel, including
seventeen in operations and development and four in administration. Our future
success will depend, in part, on our ability to attract, retain and motivate
highly qualified technical and management personnel. Our employees are not
covered by any collective bargaining agreement, and we have never experienced a
work stoppage. We believe our relationship with our employees is good.

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, Themestream.com and
Abuzz.com. 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 oportunities 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


                                      -15-
<PAGE>

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 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.

Item 2 - Description of Property:

      Our executive offices and operations are currently located at 1122
Mainland Street, Suite 390, Vancouver, British Columbia V6B 5L1. Our telephone
number is 604-682-1400, and our Internet address is www.suite101.com. Our
premises include approximately 2,070 square feet of office space. The premises
are occupied pursuant to a month-to-month lease with a non-affiliated person
providing for an annual rental of $34,000. We are currently seeking larger
office facilities.

Item 3 - Legal Proceedings:

      No material legal proceedings are pending against us.

Item 4 - Submission of Matters to a Vote of Security Holders:

                  No matter was submitted during the fourth quarter of the year
ended December 31, 2000 to a vote of securityholders through the solicitation of
proxies or otherwise.


                                      -16-
<PAGE>

                                     PART II

Item 5 - Market for Common Equity and Related Security Holder Matters:

      Our Common Stock has been quoted on the OTC Bulletin Board since December
30, 1998 under the symbol BOWG. The following table sets forth the high and low
bid quotations on the OTC Bulletin Board for our Common Stock for the period
January 1, 1999 through March 12, 2001. Prior to December 30, 1998 there was no
active market for the Company's Common Stock.

                                                  Bid
                                    -----------------------------
         Calendar Quarter              High                Low
         --------------------------------------------------------

         1999: First Quarter          $7.88                $2.00

         1999: Second
         Quarter                     $11.31                $3.25

         1999: Third Quarter          $4.44                $0.94

         1999: Fourth
         Quarter                      $4.25                $0.63

         2000: First
         Quarter                     $11.00                $2.97

         2000: Second
         Quarter                      $7.38                $0.94

         2000: Third Quarter          $1.56                $0.63

         2000: Fourth
         Quarter                      $0.69                $0.14

         2001: First
         Quarter (through
         March 12, 2001)              $0.39                $0.17

      The foregoing amounts, represent inter-dealer quotations without
adjustment for retail markups, markdowns or commissions and do not represent the
prices of actual transactions. On March 12, 2001, the closing bid quotation for
the Common Stock, as reported on the OTC Bulletin Board was $0.2812.

      As of March 12, 2001, we had approximately 127 shareholders of record.


                                      -17-
<PAGE>

      Dividend Policy

      We do not intend to pay any dividends on our Common Stock for the
foreseeable future. Any determination as to the payment of dividends on our
Common Stock in the future will be made by our Board of Directors and will
depend on a number of factors, including future earnings, capital requirements,
financial condition and future prospects as well as such other factors as our
Board of Directors may deem relevant.


                                      -18-
<PAGE>

Item 6 - Management's Discussion and Analysis or Plan of Operation:

General

      The following discussion and analysis of our financial condition or plan
of operation should be read in conjunction with, and is qualified in its
entirety by, the more detailed information including our Financial Statements
and the related Notes appearing elsewhere in this Annual Report. This Annual
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 those discussed in "Risk Factors," as well as those
discussed elsewhere in this Annual Report.

Statements of Operations

YEARS ENDED DECEMBER 31, 2000 AND 1999

During the year ended December 31, 2000, our sales were $1,620 compared with
sales of $1,925 during 1999. Sales during 2000 and 1999 were primarily
attributable to software licensing revenues of our wholly-owned subsidiary,
i5ive communications, inc. (i5ive).

      Operating expenses increased during the year ended December 31, 2000 to
$2,666,021 from $1,687,850 during the year ended December 31, 1999. Expenses
during 2000 primarily related to general and administrative expenses of i5ive
and marketing expenses. The increase in general and administrative expenses
was primarily the result of the increase in the number of personnel and
consultants we employ, the increase in the number of Contributing Editors,
increased product development and the increased scale of our operations. We
pay each of our Contributing Editors between $15 and $25 per month. The
increase in marketing expenses resulted from the increase in our marketing
activities aimed at increasing Membership and building the Suite101.com
brand. The loss from operations for the year ended December 31, 2000 was
$2,664,401 compared with $1,685,925 during 1999.

                                      -19-
<PAGE>

      Other income in 2000 was $378,448 compared with $137,496 in 1999. The
increase was primarily the result of interest earned on higher cash balances
carried throughout 2000.

      Our net loss in 2000 was $2,285,953 compared with a net loss of $1,548,429
in 1999. The increased net loss was the result of our increase in the number of
personnel and consultants we employ, the increase in the number of Contributing
Editor, increased product development, the increase in our marketing activities
and the increased scale of our operations.

YEARS ENDED DECEMBER 31, 1999 AND 1998

      During the year ended December 31, 1999, our sales were $1,925 compared
with sales of $18,769 during 1998. The decrease resulted from a decision made by
management to focus efforts on the development of the Suite101.com community.
Sales in 1999 were primarily attributable to software licensing revenues of
i5ive.

      Operating expenses increased during the year ended December 31, 1999 to
$1,687,850 from $396,057 during the year ended December 31, 1998. Expenses in
1999 primarily related to general and administrative expenses of i5ive resulting
from increased Contributing Editor recruitment and additional employees.
Additional expenses were also the result of purchases of computer hardware and
Member recruitment.

      The loss from operations for the year ended December 31, 1999 was
$1,685,925 compared with $377,288 during 1998.

Other income in 1999 was $137,496 compared with $3,521 in 1998. The increase was
primarily the result of interest earned on higher cash balances carried in 1999.

      Our net loss in 1999 was $1,548,429 compared with a net loss of $373,767
in 1998. The increased net loss was the result of our increased scale of
operations and level of expenditures in 1999.


                                      -20-
<PAGE>

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. We also realized gross proceeds of
approximately $218,000 from the exercise of stock options and from the exercise
of warrants. At December 31, 2000, our cash balance was $5,671,211. We believe
these cash resources will be sufficient to meet our ongoing financial
commitments through December 31, 2001. During 2001, we intend to expend
approximately $350,000 for promotion activities and $200,000 for technical
improvements.



      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 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 intense
competition among Internet communities and in the publishing industry, our
limited operating history and the uncertainty as to the broad acceptance of the
Internet 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.


                                      -21-
<PAGE>

      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 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 1996

      With the exception of historical matters, the matters discussed in this
annual report are "forward-looking statements" as defined under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
that involve risks and uncertainties. Forward-looking statements made herein
include, but are not limited to, the statements in this annual report regarding
our plans and objectives of management for our future operations, including
plans or objectives relating to growing our Membership base, building the
Suite101 brand, enhancing our site functionality and performance and
implementing our revenue program as well as relating to our products or services
and other financial items. These statements appear, among other places, under
the following captions: "Business of the Company", "Risk Factors", "Dividend
Policy", and "Management's Discussion and Analysis of Financial Condition or
Plan of Operation". Forward-looking statements made in this annual report
include 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. . We cannot assure you that our assumptions in this regard or our
views as to the commercial viability of our business plans discussed herein will
prove to be accurate. Likewise, we cannot assure you that we will be successful
in achieving any commercial advantage relative to other Internet companies. Our
ability to realize revenues from the business plans discussed herein cannot be
assured. If our assumptions are incorrect or if our plans to realize revenues
fail to materialize, we may be unsuccessful in developing as a viable business
enterprise. Under such circumstance your investment will be in jeopardy. Our
inability to meet our goals and objectives or the consequences to us from
adverse developments in general economic or capital market conditions could have
a material adverse effect on us. We


                                      -22-
<PAGE>

caution you that various risk factors accompany those forward looking statements
and are described, among other places, under the caption "Risk Factors" herein,
beginning below. They are also described in our Quarterly Reports on Form
10-QSB, and our Current Reports on Form 8-K. These risk factors could cause our
operating results, financial condition and ability to fulfill our plans to
differ materially from those expressed in any forward-looking statements made in
this Annual Report and could adversely affect our financial condition and our
ability to pursue our business strategy and plans.

                                  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 annual report, in evaluating our business and
proposed activities before you purchase any shares of our common stock. 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 in this
annual report.

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. From April 1996 through December 31, 2000, our total revenues from
our Internet operations activities were negligible. During that period, we
accumulated losses of $4,591,713. 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 growth in
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 generate increased amounts of quarterly net revenue if we are to
achieve profitability. We believe that period-to-period comparisons of our
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 net revenues do not grow at anticipated rates or that increases in our
operating expenses precede or are not subsequently followed by commensurate
increases in net revenue, or that we are unable to adjust operating expense
levels accordingly, our business, results of operations and financial condition
will be


                                      -23-
<PAGE>

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 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 (Enabling Platform)

      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 server,
            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


                                      -24-
<PAGE>

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

      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

      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


                                      -25-
<PAGE>

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 not be considered to
be 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
Website. 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 or
that we can sustain revenue growth or generate significant profits.

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.


                                      -26-
<PAGE>

      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 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, 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.

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 1,300 topic areas and, according to PC Data
Online, over the 12-month period of 2000 we averaged more than 600,000 unique
users monthly compared to a monthly average of 461,000 unique users over the
last five (5) months of 1999. We cannot assure you that such growth rates are
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
expended

                                      -27-
<PAGE>

significant efforts to date to realize revenues. Currently, we have twenty-one
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 assure the success of our business plans and our ability
to realize material revenues.

       Our operating expenses will increase in connection with our visitor and
Member generation, 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 net 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 marketing, public relations,
business development and brand promotion. 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 to 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

      o     Changes in our marketing policy or those of our competitors

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

      o     Technical difficulties with our Suite101.com site


                                      -28-
<PAGE>

      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.


                                      -29-
<PAGE>

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, Themestream.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 oportunities 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.


                                      -30-
<PAGE>

      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 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


                                      -31-
<PAGE>

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 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.

      In addition to the foregoing areas of recent legislative activities,
several telecommunications carriers are currently seeking to have
telecommunications over the Web regulated by the U.S. Federal Communications
Commission (the "FCC") in the same manner as other telecommunications services.
In addition, because the growing popularity and use of the Web have burdened the
existing telecommunications infrastructure and many areas with high Web use have
begun to experience interruptions in phone service, local telephone carriers
have petitioned the FCC to regulate ISPs and OSPs in a manner similar to long
distance telephone carriers and to impose access fees on the ISPs and OSPs. If
either of these petitions is granted, or the relief sought is otherwise granted,
the costs of communicating on the Web could increase


                                      -32-
<PAGE>

substantially, potentially slowing growth in use of the Web. This could, in
turn, decrease demand for our services or increase our cost of doing business.

      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. 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 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.


                                      -33-
<PAGE>

      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 electonic 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 our agreements with these
parties are intended to provide that we will 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.

      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.


                                      -34-
<PAGE>

      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 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.


                                      -35-
<PAGE>

      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
a 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


                                      -36-
<PAGE>

of 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 February 28, 2001, our Directors, Executive Officers and Northfield
Capital Corporation, and their respective affiliates, in the aggregate,
beneficially owned (including shares that the he or she has the right to acquire
the beneficial ownership within 60 days following February 28, 2001)
approximately 5,199,288 shares or 37.39% 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.


                                      -37-
<PAGE>

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 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.

Item 7 - Financial Statements:

      The response to this Item is included in a separate section of this
report. See page F-1.

Item 8 - Changes in and Disagreements on Accounting and Financial Disclosure:


                                      -38-
<PAGE>

      We terminated the engagement of our prior accounting firm, Raimondo Pettit
Group, on January 25, 1999. Our Board of Directors recommended the change in
accountants. During our two fiscal years ended December 31, 1998 and any
subsequent interim period preceding Raimondo Pettit Group's dismissal, there
were no disagreements with Raimondo Pettit Group on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s) if not resolved to the satisfaction of Raimondo
Pettit Group, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report.

      Except for the explanatory paragraph relating to substantial doubt
existing about our ability to continue as a going concern, the audit reports of
Raimondo Pettit Group on our financial statements as of and for the two years
ended December 31, 1998, did not contain an adverse opinion or a disclaimer of
an opinion, nor were they qualified or modified as to audit scope, or accounting
principles.

      During our two fiscal years ended December 31, 1998 and any subsequent
interim period preceding Raimondo Pettit Group's dismissal, none of the events
referred to in Item 304(a)(1)(v) of Regulation S-K has occurred.

      Our independent accountants are N.I. Cameron Inc. N.I. Cameron Inc. was
engaged by us on January 25, 1999. During our two fiscal years and any
subsequent interim period prior to the engagement of N.I. Cameron Inc., neither
we nor anyone on our behalf consulted N.I. Cameron Inc. regarding the matters
referred to in Item 304(a)(2) of Regulation S-B.


                                      -39-
<PAGE>

                                    PART III

Item 9 - Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act:

Our Directors and Executive Officers and their ages are as follows:

          Name             Age                Employment History
--------------------------------------------------------------------------------
   Peter L. Bradshaw        66       Mr. Bradshaw, a co-founder of i5ive, has
                                     been the Chairman of the Board, chief
                                     executive officer and a Director of i5ive
                                     since April 1996 and of our company since
                                     December 10, 1998. From April 1993 to April
                                     1996, he was a Director of Mobile Data
                                     Solutions, Inc. ("MDSI"), including
                                     Chairman of the Board from April 1993 to
                                     December 1995. MDSI develops and markets
                                     computer aided mobile (wireless) resource
                                     management software. Its shares of common
                                     stock are traded on the Nasdaq SmallCap
                                     Market.

                                     From May 1998 to August 1998, he was Chief
                                     Executive Officer and from July 1997 to the
                                     present, he has been Chairman of the Board
                                     of eDispatch.com Wireless Data, Inc
                                     (formerly InStep Mobile Communications,
                                     Inc.) ("eDispatch.com"), which also
                                     develops and markets computer aided mobile
                                     (wireless) resource management software.
                                     Commencing December 18, 2000, he was
                                     reappointed Chief Executive Officer of
                                     eDispatch.com. Commencing in September 1996
                                     through January 1998, he was Director of
                                     Unitec International Controls Corp.

                                     Commencing in 1992 through December
                                     1995, he was Chairman of the Board and
                                     Chief Executive Officer of TeleSoft
                                     Mobile Data, Inc., a venture capital
                                     firm investing in enterprises utilizing
                                     wireless data protocol.  Mr. Bradshaw
                                     has a B.Com. Degree in Commerce and a
                                     major in History from the University of
                                     British Columbia. Mr. Bradshaw is the
                                     father of Julie M. Bradshaw.


                                      -40-
<PAGE>

          Name             Age                Employment History
--------------------------------------------------------------------------------
   Julie M. Bradshaw          37     Ms. Bradshaw, a co-founder of i5ive,
                                     has been a Director of i5ive since
                                     April 1996 and a Director of our
                                     company since December 10, 1998.  Prior
                                     to April 1996, she attended the
                                     University of Paris, Sorbonne and the
                                     University of British Columbia.  In
                                     1992, Ms. Bradshaw earned her BA degree
                                     from the University of British Columbia
                                     with a major in French Literature. Ms.
                                     Bradshaw is the daughter of Peter L.
                                     Bradshaw.

   Mitchell G. Blumberg       57     Mr. Blumberg was elected a Director of
                                     our company in February 1999.  He has
                                     been, since June 1994, engaged as a
                                     film producer and talent manager in Los
                                     Angeles, California initially with
                                     Blumberg Productions and thereafter
                                     with Blumberg Productions and
                                     Management.  Prior to June 1994, he was
                                     an Executive Vice President of RKO
                                     Pictures, Inc.  Mr. Blumberg is also a
                                     Director of eDispatch.com. Mr. Blumberg
                                     holds undergraduate and law degrees
                                     from the University of Pennsylvania,
                                     and an MBA from Harvard University.

   Alfred J. Puchala, Jr. 40         Mr. Puchala was elected a Director of
                                     our company in April 1999.  Mr. Puchala
                                     is a Managing Director of Signal Equity
                                     Partners, a positions he has held since
                                     April 1996.  From April 1989 to April
                                     1996, he was employed by Lazard Freres
                                     & Co. LLC, most recently as a Vice
                                     President.  Mr. Puchala has a BA degree
                                     from Yale University, a JD degree from
                                     Georgetown University and a M. Econ.
                                     degree from New York University.

   Cara Williams              38     Ms. Williams has been employed as Vice
                                     President, Finance and principal
                                     accounting officer of our Company since
                                     April 2000.  She is a Chartered
                                     Accountant.  She was employed by
                                     PricewaterhouseCoopers LLP from October
                                     1997 to March 2000 and by Ellis Foster,
                                     Chartered Accountants, from February
                                     1993 to September 1997.  She received a
                                     BBA degree with a major in


                                      -41-
<PAGE>

          Name             Age                Employment History
--------------------------------------------------------------------------------
                                     accounting from Simon Fraser University in
                                     1987.

   Douglas Loblaw             60     Mr. Loblaw has been employed as Chief
                                     Operating Officer of our Company since
                                     January 2001 and from June to December 2000
                                     he was employed by our Company as Directory
                                     of Operations. He has been employed by
                                     Capilano College as in instructor since
                                     1976. Commencing January 1995 to the
                                     present, he has been employed as a tutor
                                     for the B.C. Open College. Since January
                                     1994 Creative Marketeam Canada Ltd has
                                     engaged him as a marketing consultant. He
                                     received a BA degree from the University of
                                     Toronto with a major in
                                     French Language and Literature.

Each of Mr. Bradshaw, Ms. Bradshaw, Mr. Blumberg and Mr. Puchala will serve as
Directors until our annual meeting of stockholders in 2001 and the election and
qualification of his or her successor.

Executive and Director Compensation

Director and Officer Securities Reports

      The Federal securities laws require our Directors and executive officers,
and persons who own more than ten percent (10%) of a registered class of our
equity securities to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of any of our equity
securities. Copies of such reports are required to be furnished to us. To our
knowledge, based solely on a review of the copies of such reports and other
information furnished to us, all persons subject to these reporting requirements
filed the required reports on a timely basis (unless noted below) with respect
to the year ended December 31, 2000.


                                      -42-
<PAGE>

      The following reports of changes in ownership of our equity securities for
2000 were filed late:

<TABLE>
<CAPTION>
                                                                                              Number of
   Director or Officer        Late filed report                     Due date                  days late
--------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>                       <C> <C>              <C>
  Peter L. Bradshaw           Form 4 for December 2000              January 10, 2001             31

  Mitchell G. Blumberg        Form 4 for June 2000                  July 10, 2000                184
                              Form 4 for October 2000               November 10, 2000            61
                              Form 4 for November 2000              December 10, 2000            31

  Alfred J. Puchala, Jr.      Form 4 for February 2000              March 10, 2000               337
                              Form 4 for June 2000                  July 10, 2000                215
                              Form 4 for October 2000               November 10, 2000            92

  Cara Williams               Form 4 for June 2000                  July 10, 2000                184
</TABLE>


                                      -43-
<PAGE>

Item 10 - Executive Compensation:

      The following table sets forth the annual and long-term compensation paid
during the Company's three fiscal years ended December 31, 2000 to the Company's
chief executive officer and the Company's other most highly compensated
executive officers who received compensation exceeding $100,000 and who served
in such capacities at December 31, 2000:

                           SUMMARY COMPENSATION TABLE
                               Annual Compensation

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                                                Compensation
                                                                            Other     -------------------------------
         Name and                              Annual                      Annual          Long-Term        All Other
    Principal Position          Year           Salary          Bonus        Comp.      Awards/ Option (#)     Comp.
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>          <C>         <C>                  <C>
Peter L. Bradshaw               1998            Nil             Nil          Nil              Nil              Nil
                                1999          $80,000          $700          Nil         120,000 shares        Nil
                                2000          $80,000          $700          Nil         150,000 shares        Nil
</TABLE>


                                      -44-
<PAGE>

Option Grants in Year Ended December 31, 2000.

      The following table provides information with respect to the above named
executive officers regarding options granted to such persons during the
Company's year ended December 31, 2000.

<TABLE>
<CAPTION>
                                                   % of Total Options/                                       Market
                            Number of Securities     SARs Granted to      Exercise or                       Price on
                              Underlying SARs/        Employees in        Base Price                        Date of
           Name             Options Granted (#)        Fiscal Year         ($/Share)    Expiration Date      Grant
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                    <C>           <C>                 <C>
Peter L. Bradshaw                150,000(1)                12%               $0.25         21-Dec-05         $0.17
</TABLE>

(1)   Of which, options to purchase 97,000 shares became exercisable on December
      21, 2000 and options to purchase the remaining 53,000 shares become
      exercisable on December 21, 2001, provided, however, such options become
      immediately fully exercisable in the event of a "change of control," as
      defined, of the Company.

Stock Option Holdings at December 31, 2000.

      The following table provides information with respect to the above named
executive officers regarding Company options held at the end of the Company's
year ended December 31, 2000 (such officers did not exercise any options during
the most recent fiscal year).

<TABLE>
<CAPTION>
                                                                                       Value of Unexercised
                                     Number of Unexercised Options                     In-the-Money Options
                                        at December 31, 2000(1)                      at December 31, 2000(2)

           Name                  Exercisable             Unexercisable           Exercisable        Unexercisable
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                     <C>                <C>
Peter L. Bradshaw                  217,000                  53,000                   Nil                  Nil
</TABLE>

(1)   The options are exercisable at prices ranging from $0.25 to $1.50 per
      share.
(2)   Based on the closing sales price on December 31,2000 of $0.17.


                                      -45-
<PAGE>

      On June 1 and October 11, 2000, the effective dates, the Board of
Directors approved reductions in the exercise price of certain outstanding stock
options held by executive officers and employees of Suite101 to $1.50 per share.
The high bid prices of the common stock on the effective dates were $1.03 and
$0.56 per share, respectively. The options were granted between February 23,
1999 and June 12, 2000 at exercise prices ranging from $2.05 to $7.88 per share.

         As set forth in our stock option and incentive plans, stock options are
intended to provide incentives to executive officers and employees. The Board of
believe that such equity incentives are a significant factor in our ability to
attract, retain and motivate key employees who are critical to the our long-term
success. The Board of Directors believe that, at their original exercise prices,
the disparity between the exercise price of these options and recent market
prices for our common stock did not provide meaningful incentive to the
executive officers and employees holding these options to perform to their
maximum potential and to work towards the success of Suite101.com. Other
comparable companies in the Internet industry have been confronted with this
problem and many have made similar adjustments in option prices to motivate
their executive officers and employees. Our Board of Directors approved the
re-pricing of these options as a means of ensuring that the optionees will
continue to have meaningful equity incentives to work toward the success of
Suite101.com. The adjustment was deemed by the Board of Directors to be in the
best interest of Suite101.com and its stockholders.

         Our Directors do not receive any cash compensation for serving in that
capacity; however, they are reimbursed for their out-of-pocket expenses in
attending meetings. Pursuant to the terms of our 1998 Stock Incentive Plan, each
non-employee Director automatically receives an option grant for 50,000 shares
on the date such person joins the Board. In addition, on the date of each annual
stockholder meeting, each non-employee Board member who is to continue to serve
as a non-employee Board member will automatically be granted an option to
purchase 5,000 shares. Each such option has a term of five years, subject to
earlier termination following such persons cessation of Board service, and is
subject to certain vesting provisions.

         The Company entered into a service contract with Mr. Blumberg in May
1999. Pursuant to this service contract $30,000 was paid to him during 2000 and
$40,000 was paid to him in 1999. This contract ended in June 2000 and was not
renewed.


                                      -46-
<PAGE>

Item 11 - Security Ownership of Certain Beneficial Owners and Management:

         Set forth below is information concerning the Common Stock ownership of
all persons known by us to own beneficially 5% or more of our Common Stock, and
the Common Stock ownership of each of our Directors and all Directors and
officers as a group, as of February 28, 2001. As of February 28, 2001, we had
13,155,046 shares of Common Stock outstanding.

<TABLE>
<CAPTION>
                                                  Number of Shares Beneficially     Percentage of Outstanding Common
Name and Address of Beneficial Owner (1)                     Owned(2)                            Stock
--------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                                  <C>
Peter L. Bradshaw                                           1,727,838 (3)                        12.85%

Julie M Bradshaw                                              892,571(4)                          6.74%

Mitchell G. Blumberg
833 Moraga Drive - #12
Los Angeles, CA  90049                                        225,000 (5)                         1.70%

Alfred J. Puchala, Jr.
Signal Partners, LLC
10 East 53rd Street
New York, NY  10022                                           160,000(6)                          1.21%

Northfield Capital Corporation
350 Bay Street, Suite 1100
Toronto, Ontario, Canada M5H 2S6                            2,007,136                            15.26%

All officers and directors as a group
   (6 persons)                                              3,005,409                            21.61%
</TABLE>

----------
(1)   Unless otherwise indicated, the address of such person is c/o the Company.
(2)   For purposes of the above table, a person is considered to "beneficially
      own" any shares with respect to which he or she exercises sole or shared
      voting or investment power or of which he or she has the right to acquire
      the beneficial ownership within 60 days following February 28, 2001.
(3)   Includes 1,436,565 Common Stock held by 284085 B.C. Ltd., of which Mr.
      Bradshaw is an officer, Director and principal shareholder, and 291,273
      shares of Common Stock issuable upon exercise of options held by Mr.
      Bradshaw.
(4)   Includes 807,571 shares of Common Stock and options to purchase 85,000
      shares of Common Stock.
(5)   Includes 125,000 shares of Common Stock and options to purchase 100,000
      shares of Common Stock.
(6)   Includes 60,000 shares of Common Stock and options to purchase 100,000
      shares of Common Stock.


                                      -47-
<PAGE>

Item 12 - Certain Relationships and Related Transactions:

      Subsequent to June 30, 1998, Northfield Capital Corporation and 284085 BC
Ltd. advanced or incurred liabilities on behalf of i5ive aggregating $92,721
through November 30, 1998. Such amounts were repaid out of the proceeds of a
private sale of our securities completed in April 1999.


                                      -48-
<PAGE>

                                     PART IV

Item 13 - Exhibits and Reports on Form 8-K:

          Exhibit                            Description
       -------------    --------------------------------------------------------
            3.1         Certificate of Incorporation of the Registrant, as
                        amended. (1)
            3.2         Bylaws of the Registrant, as amended. (1)
            3.3         Certificate of Amendment filed with the State of
                        Delaware on November 25, 1998. (3)
            3.4         Certificate of Amendment filed with the State of
                        Delaware on December 4, 1998(3)
            4.1         Specimen stock certificate of the Registrant. (1)
            10.1        Restated 1993 Stock Incentive Plan. (1)
            10.2        1994 Directors Stock Option Plan. (1)
            10.3        1994 Stock Option Plan. (1)
            10.4        1993 Stock Incentive Plan. (1)
            10.5        Form of Indemnification Agreement between the Registrant
                        and its officers and directors. (1)
            10.6        Stock Purchase and Option Agreement dated July 17, 1995
                        between the Registrant and Ballard Medical Products,
                        including all exhibits thereto. (2)
            10.7        Amendment dated November 18, 1998 to Purchase Agreement
                        among Registrant and Northfield Capital Corporation,
                        284085 B.C. Ltd. and i5ive communications inc. (3)
            10.8        Amendment dated December 1, 1998 to Purchase Agreement
                        among Registrant and Northfield Capital Corporation,
                        284085 B.C. Ltd. and i5ive communications inc. (3)
            10.9        Amendment dated December 3, 1998 to Purchase Agreement
                        among Registrant and Northfield Capital Corporation,
                        284085 B.C. Ltd. and i5ive communications inc. (3)
            10.10       1998 Stock Incentive Plan. (3)
            21.0        Subsidiaries of the Registrant


                                      -49-
<PAGE>

          Exhibit                            Description
       -------------    --------------------------------------------------------

           Name                  State or Jurisdiction of Incorporation
 -------------------------       --------------------------------------
 i5ive communications Inc.               British Columbia, Canada

            23                   Consent of experts and counsel:
            23.1                 Consent of N.I. Cameron, Inc.

----------

(1)   Filed as an Exhibit to Neuro Navigational Corporation Form 10-KSB No.
      0-25136 dated September 30, 1994.
(2)   Filed as Exhibit to Neuro navigational Corporation Form 8-K dated July 17,
      1995.
(3)   Filed as an Exhibit to the Company's Current Report on Form 8-K dated
      December 10, 1998.


                                      -50-
<PAGE>

                               Suite101.com, Inc.
                   Index to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

Independent Auditors' Report                                                 F-2

Financial Statements
         Consolidated Balance Sheet                                          F-3
         Consolidated Statements of Operations                               F-4
         Consolidated Statements of Changes in
               Stockholders' Equity (Deficit)                                F-5
         Consolidated Statement of Cash Flows                                F-6
         Notes to Consolidated Financial Statements                  F-7 to F-15

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Suite101.com, Inc.

We have audited the accompanying consolidated balance sheets of Suite101.com,
Inc. as of December 31, 2000 and December 31, 1999 and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for the
two years then ended. The financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2000 and December 31, 1999, and the results of their operations and
their cash flows for the two years then ended, in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has experienced accumulated losses and has had
no material revenue producing operations to date. The Company's ability to
continue as a going concern is dependent upon its ability to raise additional
capital or to merge with a revenue producing venture partner. These matters
raise doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                               N.I. Cameron Inc. (signed)
VANCOUVER, B.C.                                  CHARTERED ACCOUNTANTS
February 20, 2001


                                      F-2
<PAGE>

                               Suite101.com, Inc.
                           Consolidated Balance Sheet
                     December 31, 2000 and December 31, 1999

                           (Expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                            2000            1999
                                                                    ----------------------------
<S>                                                                 <C>             <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                                           $  5,671,211    $  2,847,438
     Accounts receivable                                                  34,458          27,241
     Prepaid expenses                                                     50,306          38,664
                                                                    ----------------------------
                                                                       5,755,975       2,913,343
                                                                    ----------------------------

PROPERTY, PLANT AND EQUIPMENT, at cost (Note 3)
     Computer equipment                                                  200,540         173,004
     Furniture and fixtures                                               17,677          12,774
     Leasehold improvements                                               11,401          11,845
                                                                    ----------------------------
                                                                         229,618         197,623
     Less: accumulated amortization                                       95,796          51,907
                                                                    ----------------------------
                                                                         133,822         145,716
                                                                    ----------------------------

TOTAL ASSETS                                                        $  5,889,797    $  3,059,059
                                                                    ============================

                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                               $    220,874    $     88,688

                                                                    ----------------------------
TOTAL LIABILITIES                                                        220,874          88,688
                                                                    ----------------------------

CAPITAL STOCK (Notes 5, 6 and 9)
     Authorized:
         40,000,000 common shares with a par value of $0.001 each
     Issued:
         13,155,046 common shares                                         13,155          12,062
DEFERRED COMPENSATION                                                    (41,775)        (99,792)
ADDITIONAL PAID-IN CAPITAL                                            10,351,146       5,354,504
DEFICIT                                                               (4,591,713)     (2,305,760)
EQUITY ADJUSTMENT FROM FOREIGN
     CURRENCY TRANSLATION                                                (61,890)          9,357
                                                                    ----------------------------
TOTAL STOCKHOLDERS' EQUITY                                             5,668,923       2,970,371
                                                                    ----------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $  5,889,797    $  3,059,059
                                                                    ============================
</TABLE>

COMMITMENTS AND SUBSEQUENT EVENTS (Note 9)

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


                                      F-3
<PAGE>

                               Suite101.com, Inc.
                      Consolidated Statements of Operations
           For the Years Ended December 31, 2000 and December 31, 1999

                           (Expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                            2000            1999
                                                                    ----------------------------
<S>                                                                 <C>             <C>
SALES                                                               $      1,620    $      1,925
                                                                    ----------------------------

OPERATING EXPENSES
     General and administrative                                        2,148,139       1,443,790
     Marketing                                                           517,882         244,060
                                                                    ----------------------------
                                                                       2,666,021       1,687,850
                                                                    ----------------------------
LOSS FROM OPERATIONS                                                  (2,664,401)     (1,685,925)
                                                                    ----------------------------

OTHER INCOME (EXPENSES)
     Other income, net                                                   378,448         145,626
     Loss on disposal of leasehold improvements                               --          (8,130)
                                                                    ----------------------------
                                                                         378,448         137,496
                                                                    ----------------------------
NET LOSS                                                            $ (2,285,953)   $ (1,548,429)
                                                                    ============================

INCOME (LOSS) PER SHARE
     Basic and Diluted                                              $      (0.18)   $      (0.13)
                                                                    ============================

     Average common shares outstanding                                12,994,200      11,502,387
                                                                    ============================
</TABLE>

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


                                      F-4
<PAGE>

                               Suite101.com, Inc.
            Consolidated of Changes in Stockholders' Equity (Deficit)
           For the years ended December 31, 2000 and December 31, 1999

                           (Expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                             Equity
                                                                                           Adjustment
                                                                                              From                        Total
                                                              Additional                     Foreign                  Stockholders'
                                         Common Stock          Paid-in        Deferred      Currency    Accumulated       Equity
                                      Shares       Amount      Capital      Compensation   Translation    Deficit       (Deficit)
                                    -----------------------------------------------------------------------------------------------
<S>                                  <C>            <C>          <C>              <C>         <C>        <C>            <C>
Balances, January 31, 1999           10,061,288     $10,062      $386,261         $    --     $ 50,169   $  (757,331)   $  (310,839)

Private placement                     2,000,000       2,000     4,834,250              --           --            --      4,836,250

Stock options exercised                     549          --           823              --           --            --            823

Stock options issued to
     non-employees                           --          --       133,170        (133,170)          --            --             --

Stock compensation vested                    --          --            --          33,378           --            --         33,378

Net loss for the year ended
     December 31, 1999                       --          --            --              --           --    (1,548,429)    (1,548,429)

Translation adjustments for
     the year ended
     December 31, 1999                       --          --            --              --      (40,812)           --        (40,812)
                                    -----------------------------------------------------------------------------------------------
Balances, December 31, 1999          12,061,837      12,062     5,354,504         (99,792)       9,357    (2,305,760)     2,970,371


Warrants exercised                    1,050,000       1,050     4,651,950              --           --            --      4,653,000

Stock options exercised                  43,209          43        64,770              --           --            --         64,813

Stock options or warrants
     issued to non-employees                 --          --       279,922        (279,922)          --            --             --

Stock compensation vested                    --          --            --         337,939           --            --        337,939

Net Loss for the year ended
     December 31, 2000                       --          --            --              --           --    (2,285,953)    (2,285,953)

Translation adjustment for the
   year ended December 31, 2000              --          --            --              --      (71,247)           --        (71,247)
                                    -----------------------------------------------------------------------------------------------

                                     13,155,046    $ 13,155   $10,351,146       $ (41,775)    $(61,890)  $(4,591,713)   $ 5,668,923
                                    ===============================================================================================
</TABLE>

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


                                      F-5
<PAGE>

                               Suite101.com, Inc.
                      Consolidated Statement of Cash Flows
           For the years ended December 31, 2000 and December 31, 1999

                           (Expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                        2000           1999
                                                                                 --------------------------
<S>                                                                              <C>            <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACITIVITIES
     Net loss                                                                    $(2,285,953)   $(1,548,429)
     Adjustment to reconcile net loss to net cash used in operating activities
         Loss on disposition of leasehold improvements                                    --          8,130
         Amortization                                                                 46,339         29,352
         Stock-based compensation                                                    337,939         33,378
                                                                                 --------------------------
                                                                                  (1,901,675)    (1,477,569)
     Changes in operating assets and liabilities
         Accounts receivable                                                          (8,332)       (21,307)
         Prepaid expenses and deposits                                               (12,970)       (38,394)
         Accounts payable and accrued expenses                                       134,168        (40,752)
         Income taxes                                                                     --          1,020
                                                                                 --------------------------

     Net cash used in operating activities                                        (1,788,809)    (1,577,002)
                                                                                 --------------------------

CASH FLOWS USED IN INVESTING ACTIVITIES
     Purchase of capital assets                                                      (39,905)      (143,495)
                                                                                 --------------------------

     Net cash used in operating activities                                           (39,905)      (143,495)
                                                                                 --------------------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
     Advances from (to) stockholders                                                      --       (198,664)
     Advances from (to) affiliated companies                                              --        (43,091)
     Proceeds from issuance of common stock and warrants                           4,717,813      4,837,073
                                                                                 --------------------------

     Net cash provided by financing activities                                     4,717,813      4,595,318
                                                                                 --------------------------

EFFECT OF EXCHANGE RATES ON CASH                                                     (65,326)       (37,927)
                                                                                 --------------------------

NET INCREASE IN CASH                                                               2,823,773      2,836,894

CASH AT BEGINNING OF YEAR                                                          2,847,438         10,544
                                                                                 --------------------------

CASH AT END OF YEAR                                                              $ 5,671,211    $ 2,847,438
                                                                                 ==========================
</TABLE>

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


                                      F-6
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

                           (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 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 December 31, 2000, the Company had
      accumulated $4,591,713 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
      raises 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 communications inc., a Canadian company. All
      intercompany accounts and transactions have been eliminated in
      consolidation. As at December 31, 2000, 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.


                                      F-7
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

                           (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:

          Cost of purchase                                  $  3,406
          Less: Assets                                        (1,114)
          Add:  Liabilities                                   72,942
                                                            --------

          Unallocated purchase price                        $ 75,234
                                                            ========

      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:

                Computer equipment                   30% declining balance
                Furniture and fixtures               20% declining balance
                Leasehold improvements               20% straight-line

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


                                      F-8
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

                           (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 December 31, 2000 and December 31, 1999 and all revenues
            and expenses have been translated using the average exchange rate
            for each period. The rates used were as follows:

            (equivalent CDN $ per U.S.$)            2000        1999
                                                   -----------------

            December 31 rate                       .6668       .6929

            Average rate for the year              .6746       .6731

      (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.


                                      F-9
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

                           (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 $215,855 (1999 -
      $128,174) to three directors of the Company.

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 year ended December 31, 2000, all 1,000,000 warrants were
            exercised to net the Company $4,500,000.

      (b)   During the year ended December 31, 2000, the Company issued 43,209
            common shares for total proceeds of $64,814 upon exercise of stock
            options (See Note 6).

      (c)   During the year ended December 31, 2000, the Company issued 625,000
            warrants as part of a 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.


                                      F-10
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999
                           (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 December
      31, 2000:

<TABLE>
<CAPTION>
                                                                                                                   Balance
        Option       Expiry        Vesting             Balance         Granted                     Balance         Exercisable
        Exercise     Date          Date                December 31,    During      Exercised (E)   December 31,    December 31,
        Price        (mm/dd/yy)    (mm/dd/yy)          1999            the Year    Cancelled (C)   2000            2000
        ------------ ------------- ------------------- --------------- ----------- --------------- --------------- ---------------
<S>                  <C>           <C>                 <C>             <C>         <C>             <C>             <C>
         $ 1.50      12/04/03      12/04/99                   245,879          --      43,209 (E)         184,649         184,649
                                                                                       18,021 (C)
           1.50      12/04/03      12/04/00                    38,168          --       2,054 (C)          36,114          36,114
           1.50      02/23/09      (1/3) 02/23/00              50,000          --              --          50,000          16,667
                                   (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                   763,050       1,400      44,450 (C)         720,000         720,000
           3.56      01/06/05      01/06/01                        --      50,000      50,000 (C)              --              --
           3.53      01/31/02      (1/2) 01/31/00                  --       4,000              --           4,000           2,000
                                   (1/2) 01/31/01
           7.00      02/15/05      02/15/01                        --     100,000     100,000 (C)              --              --
           1.50      03/21/05      03/21/01                        --      20,000              --          20,000              --
           1.50      01/31/05      23,335 - 01/31/01               --      70,000              --          70,000              --
                                   23,333 - 01/31/02
                                   23,332 - 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      591,901 - 12/21/00              --   1,012,578              --       1,012,578         591,901
                                   420,677 - 12/21/01
           1.50      06/12/10      06/12/00                        --      10,000              --          10,000          10,000
</TABLE>


                                      F-11
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

                           (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 are follows:

New Option Exercise Price        Expiry Date          Original Exercise Price
--------------------------------------------------------------------------------

           1.50                    02/23/04                     3.34
           1.50                    04/27/04                     6.38
           1.50                    06/11/04                     4.13
           1.50                    01/31/05                     3.53
           1.50                    03/21/05                     7.88
           1.50                    06/12/10                    2.375

      The Company issued the following options after December 31, 2000:

<TABLE>
<CAPTION>
    Number of Options             Exercise Price                Expiry Date                Vesting Date
----------------------------------------------------------------------------------------------------------
<S>                               <C>                           <C>                     <C>
         569,505                      $ 0.25                      01/04/06              136,573 - 01/04/01
                                                                                        382,932 - 01/04/02
                                                                                         50,000 - 01/04/03
</TABLE>

      As the number of options issued exceeds the 2,400,000 approved by the
      stockholders under the Plan, the additional options are conditioned upon
      an amendment to the plan to increase the number of shares issuable on
      exercise of options to 3,900,000, adopted by the Board of Directors on
      December 21, 2000, receiving stockholders' approval.

      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                                               Volatility    Expected Options
 Options      Price         Grant Date                    Value     Assumption          Life
--------------------------------------------------------------------------------------------------
<S>           <C>        <C>                            <C>         <C>           <C>
 100,000      1.50       October 25, 1991               $ 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
</TABLE>


                                      F-12
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

                           (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 year ended December 31,
      2000 would have been as follows:

                  Net loss
                           As reported                  $ (2,285,953)
                           Pro forma                    $ (3,517,222)
                  Basic net loss per share
                           As reported                  $ (0.18)
                           Pro forma                    $ (0.27)

7.    INCOME TAXES

      At December 31, 2000, there were deferred income tax assets resulting
      primarily from operating loss carryforwards for Canadian tax purposes
      totaling approximately $1,550,000 less a valuation allowance of
      $1,550,000. The valuation allowance on deferred tax assets increased by
      $750,000 and $500,000 during 2000 and 1999, respectively.

      At December 31, 2000, the Company had net operating loss carryforwards for
      Canadian tax purposes of approximately $3,210,000. These carryforwards
      begin to expire in 2003.

      At December 31, 2000, there were deferred income tax assets resulting from
      operating loss carryforwards for U.S. income tax purposes totaling
      approximately $480,000 less a valuation allowance of $480,000. The
      valuation allowance on deferred tax assets increased by $265,000 and
      $215,000 during 2000 and 1999, respectively. The Company has approximately
      $1,120,000 available in operating loss carryforwards, which may be carried
      forward and applied against U.S. operating income.


                                      F-13
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

                           (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 year ended December 31, 2000, this
            warrant has been exercised to net the Company $153,000. During the
            year ended December 31, 2000, this agreement was amended to increase
            the fees to $20,900 per month 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 year, 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:

      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


                                      F-14
<PAGE>

                               Suite101.com, Inc.
                   Notes to Consolidated Financial Statements
                     December 31, 2000 and December 31, 1999

                           (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.

10.   COMPREHENSIVE INCOME (LOSS)

                                                    December 31,   December 31,
                                                            2000           1999
                                                     --------------------------

Net loss as reported                                 $(2,285,953)   $(1,548,429)
Add (deduct)
     Foreign currency translation adjustments            (71,247)       (40,812)
                                                     --------------------------

Comprehensive Income (Loss)                          $(2,357,200)   $(1,589,241)
                                                     ==========================
Accumulated other comprehensive income
     Foreign currency translation adjustments
         Balance at beginning of period              $     9,357    $    50,169
         Change during the period                        (71,247)       (40,812)
                                                     --------------------------
         Balance at end of period                    $   (61,890)   $     9,357
                                                     ==========================


                                      F-15
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities and
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.

                                        By: /s/ Peter L. Bradshaw
                                            -----------------------------
                                            Peter L. Bradshaw, President

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.

Signature                            Title                    Date
---------                            -----                    ----

 /s/Peter L. Bradshaw        President (Principal             March 27, 2001
--------------------------      Executive Officer, and
Peter L. Bradshaw               Director)


 /s/ Cara M. Williams        Vice President - Finance         March 27, 2001
--------------------------      (Principal Financial and
Cara M. Williams                Accounting Officer)



 /s/ Julie M. Bradshaw       Director                         March 27, 2001
--------------------------
Julie M. Bradshaw


 /s/ Mitchell G. Blumberg    Director                         March 27, 2001
--------------------------
Mitchell G. Blumberg


/s/ Alfred J. Puchala, Jr.   Director                         March 27, 2001
--------------------------
Alfred J. Puchala, Jr.