United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A
                                 Amendment No. 1
 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended December 31, 2003          Commission File Number:  333-85011

                                   STRATABASE
                 (Name of small business issuer in its charter)

            Nevada                                       88-0414964
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                            34595 3rd Ave., Suite 101
                         Abbotsford, BC, Canada V2S.8B7
               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (604) 504-5811

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

                                      None

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

                     Common Stock, par value $.001 per share
                                (Title of 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 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
                                           Yes     [ X ]     No      [   ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     The issuer's revenues for its most recent fiscal year were $5,000.

     Based on the closing sales price of the Common Stock on March 26, 2004, the
aggregate market value of the voting stock of registrant held by  non-affiliates
was $2,510,197.

     The  registrant  has one  class  of  Common  Stock  with  9,914,972  shares
outstanding as of March 26, 2004.

                    Documents Incorporated By Reference: None

     Transitional  Small Business Issuer  Disclosure Format (check one): Yes [ ]
No [X].


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                                   STRATABASE
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE

PART I
<S>               <C>                                                                                          <C>
     Item 1.      Description of Business....................................................................
     Item 2.      Description of Property....................................................................
     Item 3.      Legal Proceedings..........................................................................
     Item 4.      Submission of Matters to a Vote of Security Holders........................................

PART II
     Item 5.      Market for Common Equity and Related Stockholder Matters ..................................
     Item 6.      Management's Discussion and Analysis or Plan of Operation..................................
     Item 7.      Financial Statements.......................................................................
     Item 8.      Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure.......................................................................
     Item 8A.     Controls and Procedures....................................................................

PART III
     Item 9.      Directors, Executive Officers, Promoters and Control Persons; Compliance
                  with Section 16(a) of the Exchange Act.....................................................
     Item 10.     Executive Compensation.....................................................................
     Item 11.     Security Ownership of Certain Beneficial Owners
                   and Management and Related Stockholder Matters............................................
     Item 12.     Certain Relationships and Related Transactions.............................................
     Item 13.     Exhibits and Reports on Form 8-K...........................................................
     Item 14.     Principal Accountant Fees and Services.....................................................

SIGNATURES
</TABLE>


<PAGE>



CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

Stratabase (the "Company" or "we" or "our") has made forward-looking  statements
(within the meaning of the Private Securities  Litigation Reform Act of 1995) in
this  report  that are subject to risks and  uncertainties,  such as  statements
about our plans, objectives, projections, expectations, assumptions, strategies,
or  future  events.   Other  written  or  oral   statements,   which  constitute
forward-looking  statements,  also may be made from time to time by or on behalf
of the  Company.  Words  such as  "may,"  "expects,"  "anticipates,"  "intends,"
"plans," "believes," "seeks," "estimates," "will," "should," "could," variations
of  such  words,   and  similar   expressions  are  intended  to  identify  such
forward-looking  statements.  Similarly,  statements that describe the Company's
future plans, objectives,  or goals also are forward-looking  statements.  These
statements are not guarantees of future  performance and are subject to a number
of risks, uncertainties,  and other factors, including those discussed below and
elsewhere in this report,  that could cause actual results to differ  materially
from future results,  performances, or achievements expressed or implied by such
forward-looking statements. Consequently, undue reliance should not be placed on
these forward-looking statements. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

Factors  that  could  cause  actual  results to differ  materially  from what is
expressed or forecasted in such forward-looking  statements include, but are not
limited to: (i) the inability of the  Company's  products to attain broad market
acceptance;  (ii) inability of the Company to complete its product development ;
(iii) the impact of  competitive  products and pricing;  (iv) delays in shipping
the Company's new products as a result of manufacturing delays; (v) fluctuations
in quarterly  operating  results as a result of the size, timing and recognition
of revenue from significant orders, increases in operating expenses required for
product  development  and  marketing,  the timing and market  acceptance  of new
products and product  enhancements;  customer order deferrals in anticipation of
new products and product enhancements;  (vi) the Company's ability to expand its
sales and  marketing  programs;  (vii)  inability  to protect  our  intellectual
property and other proprietary rights; (viii) dependence on key personnel;  (ix)
the availability,  terms and deployment of capital; and (x) general economic and
business conditions

Subsequent  written and oral  forward-looking  statements  attributable to us or
persons  acting on our behalf are expressly  qualified in their  entirety by the
cautionary  statements  set forth above and  contained  elsewhere in this Annual
Report on Form 10-KSB.

                                     PART I

Item 1.  Description of Business.

Stratabase  is a provider of Knowledge  Worker  Automation  software.  Knowledge
Worker  Automation  (KWA)  software,  of which  Enterprise  and CRM software are
components,  is  designed to allow  enterprises  to improve  the  efficiency  of
knowledge  workers.  The KWA  software we have  produced  consists of  web-based
software  tools.  These  tools allow  enterprises  to manage  relationships  and
contacts,  administer and organize time  allocations,  collaborate  with others,
manage data,  automate  communications and productivity  reporting,  and conduct
data synchronization.

We have developed both  proprietary  and open source  software.  Although in the
past we have focused  predominantly on developing open source code software,  we
have altered our direction to focus on proprietary software development.

It was originally thought by management that the demand for open source software
would increase significantly over time, and that open source software developers
would realize significant revenue from associated service contracts.  While this
has indeed happened over the last four years in the software  industry,  we have
seen  much  of  the  anticipated  service  revenues  go to  established  service
contractors  such as the  likes  of IBM,  and not to  small  companies  like us.
Therefore it was  determined by  management  that we can extract more value from
our software by keeping it proprietary,  and offering it on a subscription basis
as a hosted solution.

We previously generated revenues by selling databases of sales leads and mailing
lists,  and  providing  technical  services  aimed to customize  and improve the
quality of the  databases we sold.  Such  technical  services and  customization
substantially occurred prior to sale of databases.  Our open source software was
designed  to allow  users to  interface  with and manage  these  databases,  and
customer relationships.  It was the expectation of management that by giving the
software away for free and making it open source, we would create demand for our
database and technical services.

Specifically,  in 2001 and 2002,  when we  employed  this open  source  business
model,  89% and 91%,  respectively,  of our revenues related to the provision of
databases  to our  customers  and  11%  and  9%,  respectively,  related  to the
provision of technical and hardware  services.  However,  the magnitude of these
revenues  was not  sufficient  to generate the level of  shareholder  value that
management  feels is expected by its  shareholders.  Therefore  the decision was
made by management to alter Stratabase's  business model to focus on proprietary
software.  We are therefore no longer  supporting open source code software.  We
have not yet begun selling our proprietary software. We released the first phase
of our  proprietary  software  (the  software  is called  "Resync")  in the last
quarter of 2002, but we are offering it as a free trial version for now in order
to judge consumer  interest.  We do not know whether we will be able to generate
any revenue from Resync.  Currently, we are beta-testing the second phase of our
proprietary  software (the  software is called  "Relata").  Approximately  2,500
users have already signed up for a free trial use of Relata. We have not derived
any  revenue  to date  from our  proprietary  products.  Although  we  intend to
generate sales of Relata by using direct mail  advertising and the Internet this
year, there is no assurance that we will be successful.  With the closing of our
second office we lost the services of two of our salespeople, and therefore have
not had an active sales staff to sell our database services.  Although we expect
to  rebuild  our  sales  staff  in this  area,  we have not yet  found  suitable
personnel for these positions.

Stratabase  was  incorporated  under the laws of the State of Nevada on November
18, 1998 and commenced operations in January 1999. For the period from inception
to December 31, 1999, we operated in the development  stage.  Substantially  all
activity  during this period  through  1999 was devoted to the raising of equity
capital and development of our long-term business model, up until the completion
of our initial public  offering in February 2000. Our office is located at 34595
3rd Avenue, Suite 101, Abbotsford,  BC, V2S.8B7, Canada. The telephone number is
(604) 504-5811.

OUR FOCUS

We engineer Knowledge Worker Automation (KWA) software,  of which Enterprise and
CRM  software are  components.  The KWA  software we have  produced  consists of
web-based software tools. These tools allow enterprises to manage  relationships
and contacts, administer and organize time allocations, collaborate with others,
manage data,  automate  communications and productivity  reporting,  and conduct
data synchronization.

The software we have developed is:

-    mostly  web-based,  meaning that it can be accessed  through a standard web
     browser;
-    designed to appeal to the needs of  enterprises  with hundreds of potential
     users:
-    adaptable,  meaning that users can modify the functionality by establishing
     preferences;
-    functionally  reliable,  as bug  reports  and  performance  statistics  are
     regularly monitored by our programming staff.

In addition to developing this KWA software, we have developed extensive written
documentation and user support  materials.  Our programming staff has prepared a
manual and other  documentation  that describes the features of our software and
advises the user on how best to utilize these features.  Our staff monitors on a
daily basis the technical  support  inquiries  and bug reports,  and to a lesser
extent the software performance  statistics,  in order to ensure the software is
functionally reliable.

Core Products and Services

We have not yet begun selling our proprietary  software.  However we did release
the first phase of our proprietary software (the software is called "Resync") in
Q4 2002,  but we are  offering  it as a free trial  version  for now in order to
judge consumer interest.  We do not know whether we will be able to generate any
revenue  from  Resync.  We are  currently  beta-testing  the second phase of our
proprietary  software  (the  software is called  "Relata").  Although we plan to
offer it as a hosted solution, and charge users on a monthly basis for access to
it, we do not know  whether we will be able to generate  any  revenue  from this
product. It is the current intention of management to finish the beta testing of
Relata  and begin  marketing  the  product  in 2004.  We also do not know if our
direct mail and Internet  advertising of Relata will  successfully  generate any
sales. We have not derived any revenue to date from our proprietary products.

Relata is designed to facilitate  automation of specific knowledge worker tasks,
including, but not limited to, contact management, account management,  outcomes
management,  activities management, logging and document and file management and
basic  group  communication.  All these  activities  are within the context of a
shared   environment  in  a  hosted  setting  which  is  accessible   through  a
web-browser.

In the past we have  utilized  a business  model  built  around the open  source
software we have developed.  Historically we have generated  revenues by selling
databases of sales leads and mailing  lists,  and providing  technical  services
aimed to customize  and improve the quality of the  databases we sold;  our open
source  software was designed to allow users to interface  with and manage these
databases, and customer relationships. The model hypothesized that by giving the
software  away for free and making it open  source,  demand would be created for
our database and technical  services.  Customers who purchase  databases from us
are not required to use our open source software, however it is easier to manage
and  interface  with  these  databases  by  using  our  open  source   software,
particularly  when the  databases  are very  large.  Although  we are no  longer
supporting our open source software,  we plan to continue  offering database and
technical services.  However,  with the closing of our second office we lost the
services of two of our  salespeople,  and therefore have not had an active sales
staff to sell our database and technical services. Although we expect to rebuild
our sales staff in this area, we have not yet found suitable personnel for these
positions.

Competition

In the broader market for Knowledge Worker Automation  software,  which includes
Enterprise  and CRM  software,  there  are a large  number  of  well-established
companies  that  have   significantly   greater  financial   resources,   larger
development  staffs and more extensive  marketing and distribution  capabilities
than we do. These competitors include thousands of established software vendors,
some of them very large,  including the likes of Microsoft  and Siebel  Systems,
and some of them much smaller, such as Pivotal,  Hummingbird and Documentum. The
market  for this  software  is broad  and  covers  many  aspects  of  enterprise
computing.  Many of these  competitors  are  well  positioned  vendors  who have
established  and stable  customer  bases and continue to attract new  customers.
Most of these companies are larger and more  experienced  organizations  than we
are. In addition,  we face potential competition from many companies with larger
customer bases,  greater financial  resources and stronger name recognition than
we have.

Software markets are seldom  characterized by traditional barriers to entry that
are found in many traditional markets. Accordingly, new competitors or alliances
among competitors can emerge and rapidly acquire significant market share.

We believe that the major factors  affecting the  competitive  landscape for our
software and related services include:

-    name and reputation of software and service provider;
-    product  performance and functionality;
-    strength of relationships in the software community;
-    availability of user applications;
-    ease of use;
-    networking capability;
-    breadth  of  hardware  compatibility;
-    quality of related services;
-    distribution strength; and
-    alliances with industry partners.

Although we believe that we will compete  favorably with many of our competitors
in a number of respects, including product performance and functionality and the
fact that our  product  will be offered as a hosted and  web-based  service,  we
believe  that many of our  competitors  enjoy  greater  name  recognition,  have
software  which  has  more  features  than  our  software  does,  have  superior
distribution  capabilities  and offer more  extensive  support  services than we
currently do. In addition,  there are significantly more applications  available
for competing software  solutions,  than there are for ours. An integral part of
our strategy in the future,  however, is to address these shortcomings by, among
other things, offering our software as a hosted and entirely web-based solution;
providing more services to our clients that have high associated  margins;  and,
enhancing the software's functionality.

Intellectual Property

The software we have developed falls into two  categories:  proprietary and open
source.

The  proprietary  software  we  have  developed  is the  exclusive  property  of
Stratabase,  and we retain all  copyright  and  ownership  of this  intellectual
property.

The open source software we have developed has been made available for licensing
under the GNU General Public License (GPL), pursuant to which anyone, generally,
may copy,  modify and distribute the software,  subject only to the  restriction
that any resulting or derivative  work is made available to the public under the
same terms. Therefore, although we retain the copyrights to the code, due to the
GPL and the open  source  nature  of our  software,  the  intellectual  property
contained within the software does not belong to us, nor to anyone else. That is
the nature of open source software.  However,  we do enter into  confidentiality
and nondisclosure agreements with our employees and consultants.

We are pursuing registration of the Stratabase and Relata trademarks in the U.S.
However we may be unable to detect the  unauthorized use of, or take appropriate
steps to enforce, our trademark rights.  Although we have begun the registration
process of our trademarks in the U.S., it is not yet complete.  Additionally, we
do not have any assurances that the trademark  applications  will be successful.
Failure to adequately  protect our  trademark  rights could harm or even destroy
the Stratabase brand and impair our ability to compete effectively. The value to
creating market  awareness of the Stratabase and Relata marks will be diminished
if we cannot protect the name. Furthermore, defending or enforcing our trademark
rights could result in the  expenditure of significant  financial and managerial
resources.

Although we do not believe  that our  business  infringes on the rights of third
parties,  there  can  be  no  assurance  that  third  parties  will  not  assert
infringement claims against us in the future or that any such assertion will not
result in costly  litigation  or require  us to obtain a license to third  party
intellectual  rights. In addition,  there can be no assurance that such licenses
will be available on reasonable terms or at all.

Employees

As of December 31, 2003,  we had 3 full-time  employees,  including  Mr.  Trevor
Newton,  Chairman of the Board,  President,  Secretary,  Treasurer  and CEO. Mr.
Newton supervises the company's operations.  It is anticipated that we will need
to add additional  managerial,  technical and administrative staff in the future
in order to realize our business  objectives.  We  currently  utilize 2 software
programmers and outsource to outside software contractors on an as-needed basis.

Our equipment and primary agreements

We leased a  Bandwidth/Connectivity  (fiber  optic  line)  from Telus  Corp.  in
British Columbia.  It was the subject of a three-year  agreement which commenced
on  February  1, 2001,  and called for a monthly  fee of CDN  $1,000.  The lease
terminated  December 31, 2003 and the Company  currently has a monthly agreement
for high-speed, cable internet access.

Additionally,  we pay an annual premium of  approximately  $1,500 for a one year
term  comprehensive  general  liability  insurance  policy  with  the  following
coverages:  (i) general liability - $1,400,000;  (ii) database - $150,000; (iii)
hardware  -  $125,000;  and  (iv)  Flood/Earthquake  -  $185,000.  (Figures  are
converted from Canadian dollars).

Factors that May Affect Future Results

Significant losses in 2003 and 2002 raise substantial doubt about our ability to
continue as a going concern.

For the years  ended  December  31,  2003 and 2002,  we  incurred  net losses of
$1,027,276 and $914,645, respectively. We are in need of additional financing or
a strategic  arrangement  in order to continue  our planned  activities  for the
remainder of the current fiscal year. These factors, among others, indicate that
Stratabase  may be  unable  to  continue  operations  in the  future  as a going
concern.  These  circumstances  raise  substantial  doubt  about our  ability to
continue as a going concern,  as described in the  explanatory  paragraph to our
independent auditors' report on our 2003 financial statements. Our plans to deal
with this  uncertainty  include further limited  reductions in expenditures  and
raising additional capital. There can be no assurance that management's plans to
reduce  expenditures,  or raise capital can be realized.  No adjustment has been
made in the accompanying  financial statements to the amounts and classification
of assets and  liabilities  which could result  should  Stratabase  be unable to
continue  as a going  concern.  If we cannot  continue as a viable  entity,  our
company may cease  operations and our shareholders may lose some or all of their
investment in Stratabase.

If we do not grow by  generating  sales of our  products and  services,  we will
never be able to achieve profitability.

For the  year  ended  December  31,  2003 we had a net  loss of  $1,027,276.  We
anticipate  losses  from  operations  to  continue as we continue to develop and
market our new products. We may not be able to generate sufficient revenues from
our  new  products  to  achieve  sustained  profitability.   Even  if  sustained
profitability is achieved,  we may not sustain or increase such profitability on
a quarterly or annual basis in the future.

However, if we grow, develop and increase the size of our business,  the demands
on our  operational  systems will also increase.  We will be required to further
develop our  operational  and  financial  systems and  managerial  controls  and
procedures.  We will also then need to expand, train and manage a larger team of
staff. We do not currently have the resources for this type of expansion and may
not be successful in our expansion  efforts.  Accordingly,  we may limit or even
entirely  negate our chances to be  profitable if we do not grow or if we cannot
manage our growth.

Although we initially  experienced  rapid  growth,  now that we have revised our
business model it is possible we will not experience any further growth.

Since  January 1, 2000 we have  experienced  a period of  development  which has
placed,  and continues to place,  demands on our  resources.  As of December 31,
2000, we had $1,313,579 in revenues. This number grew to $2,360,452 for the year
ended  December  31,  2001,  an  increase  of  approximately  80%.  Although  we
experienced  substantial revenue growth during 2000 and 2001, we came to believe
that the specific  open-source  software  business model we were using would not
result in substantial continued growth past that point. Therefore it was decided
by  management  to change our  business  model to focus  instead on  proprietary
software.  This change will continue to place further demands on our operational
and financial resources.

We may not be able to install and implement  adequate  operational and financial
systems,  procedures  and controls in an efficient  and timely  manner,  and our
current or planned  systems,  procedures  and  controls  may not be  adequate to
support our future operations.  The difficulties  associated with installing and
implementing these new systems,  procedures and controls may place a significant
burden on our  management and our internal  resources.  If we are unable to sell
our proprietary software services and generate profitability, we may not be able
to continue as a viable business entity.

Our  chances  of  success  will be  diminished  if we lose the  services  of our
officers or if  potential  conflicts  of interest  between our  business and our
officers are not resolved in our favor.

We are highly  dependent  on the services  provided by Mr.  Trevor  Newton,  our
Chairman of the Board, President,  Secretary,  Treasurer and Chief Operating and
Executive  Officer,  and Mr.  Fred  Coombes,  our Vice  President  of  Corporate
Development.  Neither of these two individuals has an employment  agreement with
us nor do we have key-man life  insurance on them.  Since both may become active
in other  unrelated  businesses,  they may not  devote  their  full-time  to our
affairs. This may cause conflicts of interest with our business in terms of time
and business  opportunities.  These  conflicts may not be resolved in our favor.
Our business may be hurt if these conflicts are not resolved in our favor.

Since our expenses are paid for in Canadian  dollars,  an  unfavorable  currency
exchange rate would increase our net loss or decrease our net income.

Our operations are located in Canada. Accordingly,  the majority of our expenses
are paid in Canadian  dollars.  We anticipate  that most of our revenues will be
received  in US  dollars.  Accordingly,  if the  value  of the  Canadian  dollar
relative  to the US dollar  increases,  then this could have a negative  adverse
effect on our financial condition and results of operations.

Our software  may contain  defects  that may harm our  reputation,  be costly to
correct, delay revenue and expose us to litigation.

Despite  testing by us and our  customers,  errors may be found in our  software
after commencement of distribution. If errors are discovered, we may not be able
to  successfully  correct them in a timely manner or at all. Errors and failures
in our software could result in a loss of, or delay in, market acceptance of our
software and the  associated  services  that we sell to our  customers and could
damage our  reputation  and our ability to convince users of the benefits of our
software. In addition,  we may need to make significant  expenditures of capital
resources in order to eliminate errors and failures.  If our software fails, our
customers'  systems may fail and they may assert claims for substantial  damages
against us. In addition,  our insurance  policies may not  adequately  limit our
exposure with respect to this type of claim. A software liability claim, even if
unsuccessful,  could  be  costly  and  time  consuming.  Claims  related  to the
occurrence  or discovery of these types of errors or failures  could result in a
decrease  in sales  and an  increase  in costs to  remedy  the  failures  in our
software.

We may be sued as a result of information retrieved from our Web site.

On our  Website we  publish  corporate  information,  sales  material,  software
downloads, limited general industry information, investor relations material and
technical  support  information.  We may be subjected to claims for  defamation,
negligence,  copyright or trademark infringement or other claims relating to the
information we publish on our website.  These types of claims have been brought,
sometimes  successfully,  against online  services in the past. We could also be
subjected to claims based on content that is accessible from our website through
links to other  websites.  Our insurance may not  adequately  protect us against
these types of claims. Any lawsuit against us would result in a diversion of our
resources from focusing on implementing our business plan.

Our  securities  are  referred  to as "penny  stocks"  which  are not  perceived
favorably in the market place.

The SEC has adopted regulations which generally define a "penny stock" to be any
equity security that has a market price of less than $5.00 per share, subject to
certain  exceptions.  Our securities are subject to rules that impose additional
sales  practice  requirements  on  broker-dealers  who sell such  securities  to
persons other than  established  customers and accredited  investors  (generally
those  with a net worth in  excess of  $1,000,000  or  annual  income  exceeding
$200,000,  or $300,000 together with their spouse).  For transactions covered by
these rules, the broker-dealer must:

o    make  a  special  suitability   determination  for  the  purchase  of  such
     securities;

o    have received the purchaser's  written consent to the transaction  prior to
     the purchase;

o    deliver to the purchaser,  prior to the transaction,  a disclosure schedule
     prepared by the  Securities and Exchange  Commission  relating to the penny
     stock market;

o    disclose to the purchaser the commission  payable to the  broker-dealer and
     the registered representative;

o    provide the purchaser with current quotations for the securities;

o    if he is the sole market maker, disclose that fact to the purchaser and his
     presumed control over the market; and

o    provide the  purchaser  with  monthly  statements  disclosing  recent price
     information  for the penny stock held in the account and information on the
     limited market in penny stocks.

Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our securities in the market.

Risks Relating to our Strategy and our Industry

Since we face intense competition from other software and service suppliers, and
new competitors may enter our markets easily, we may not be able to overcome the
competition.

The market for Knowledge Worker Automation  software,  which includes Enterprise
and Customer  Relationship  Management  software and services,  is new,  rapidly
evolving  and  intensely  competitive.  We expect  competition  to  persist  and
intensify in the future. We estimate that there are currently over 5,000 private
and public suppliers of Enterprise and Customer Relationship Management software
solutions  worldwide  and expect this number to grow.  In addition,  there are a
number of companies with large customer  bases and greater  financial  resources
and name recognition,  such as Oracle and Microsoft,  which have increased their
presence  in the market for  Enterprise  and  Customer  Relationship  Management
software  systems and services.  These  companies may be able to undertake  more
extensive promotional  activities,  adopt more aggressive pricing policies,  and
offer more attractive terms to their customers than we can.

Furthermore, barriers to entry are minimal. Accordingly, it is possible that new
competitors  or  alliances  among  competitors  may emerge and  rapidly  acquire
significant market share. These companies may be able to leverage their existing
service   organizations   and  provide  higher  levels  of  support  on  a  more
cost-effective  basis than we can.  If we are not able to  compete  successfully
with  current  or  future  competitors,  our  business,  operating  results  and
financial condition will be materially adversely affected.

 If we do not succeed in the marketing of our products and services,  we may not
generate a sufficient amount of sales to ever generate profits.

We cannot be certain that customers will want to purchase our products or engage
our  services.  We also  cannot  be  certain  that we can  attract  or  retain a
sufficient number of the highly qualified  services personnel that the expansion
of our business  will need. In addition,  this change in our business  model has
required,  and will  continue to require,  significant  additional  expenses and
development,  financial and operational  resources.  These additional  resources
will place further  demands on our financial and  operational  resources and may
make it more difficult for us to achieve and maintain profitability.

We may enter into  business  combinations  and  strategic  alliances  which will
present us with additional challenges.

We may expand our  operations  or market  presence  by  entering  into  business
combinations,  investments,  joint  ventures or other  strategic  alliances with
other companies. Any such transactions may create risks such as:

-    difficulty  assimilating  the  operations,  technology and personnel of the
     combined  companies;
-    disruption of our ongoing business;
-    problems  retaining  key  technical and  managerial  personnel;
-    one-time  in-process  research and development charges and ongoing expenses
     associated with  amortization  of goodwill and other  purchased  intangible
     assets;
-    potential dilution to our stockholders;
-    additional  operating  losses and  expenses of acquired  businesses;  and
-    impairment of relationships with existing employees, customers and business
     partners.

Our inability to address these risks could result in not  generating  sufficient
revenue to achieve profitability.

Competition for skilled  technical  personnel in our industry is intense and our
business could suffer if we cannot retain our employees or attract new ones.

Our future  performance  also  depends  upon our  ability to attract  and retain
highly qualified  programming,  technical,  marketing and managerial  personnel.
There is intense competition for skilled personnel, particularly in the field of
software  engineering.  If we do not succeed in  retaining  our  personnel or in
attracting new employees, our business could suffer significantly.

In order to keep up with technological advances, we may have to incur additional
costs to modify our services or infrastructure.

Our market is characterized by rapidly changing technologies,  evolving industry
standards,  frequent new service introductions and changing customer demands. To
be  successful,  we must  adapt to a  rapidly  evolving  market  by  continually
enhancing our infrastructure,  content,  information and services to fulfill our
users' needs. We could incur additional costs if it becomes  necessary to modify
services or infrastructure in order to adapt to these or other changes affecting
providers of Internet services. If we have to incur such additional costs, or if
we cannot adapt to changes in the  marketplace,  our  operating  results will be
directly adversely affected.

If we do not improve our sales  force,  we may not  generate  revenues or become
profitable.

Since  eliminating  our  second  office  we have  lost the  services  of our two
salespeople. Currently we do not have any dedicated fulltime salespeople and are
looking to find suitable replacements. We do not have current relationships with
outside sales  personnel or  distributors.  In order to grow, we must develop an
effective sales capability.  Our ability to do so successfully involves a number
of  factors.  They  include the  competition  in hiring and  retaining  suitable
personnel,  our ability to integrate  and motivate  personnel  and the length of
time it takes for new personnel to become  effective.  While we intend to market
our products and services via direct mail advertising and the Internet, there is
no assurance that these  marketing  efforts will be  successful.  Our failure to
develop and maintain an  effective  sales  infrastructure  would have a negative
effect  upon  our  business  prospects  as we will  not be able  to  generate  a
sufficient amount of sales.

Risks Relating to the Continuance

We  may  owe  additional  U.S.  taxes  as a  result  of  the  conversion  if our
conclusions relating to the value of our assets are incorrect.

For U.S. tax purposes,  on the date of conversion,  we will be treated as though
we sold all of our  property  and  received  the fair  market  value  for  those
properties.  We will be taxed on any income or gain  realized on that "sale." If
the fair market value of our assets is greater than our tax basis in our assets,
we will have taxable gain on the deemed "sale".

We reviewed our assets,  liabilities  and paid-up  capital and the extent of our
losses carried forward and believe that we will not owe any U.S.  federal income
taxes as a result of the conversion/continuance. Accordingly, we believe that no
U.S. taxes will be owed as a result of the proposed  conversion.  It is possible
that the facts on which we based our assumptions  and  conclusions  could change
before the conversion/continuance is completed. In particular, our determination
of fair market value was based upon a valuation of our assets and liabilities as
of  September  30,  2002.  The value was  determined  based  upon the cash flows
projected  to be  generated  by  our  intangible  assets,  discounted  at a rate
representative of an appropriate rate of return for an alternative investment of
equivalent  risk.  This discount rate was  estimated to be 25%.  Underlying  the
valuation were key estimates of management's projections of revenue and expenses
for a six-year period which were based upon on further estimates and assumptions
surrounding our cost structure,  development of technology and continued  market
acceptance of our database products and pricing.

There are other valuation methodologies which, if employed, could yield a higher
fair market value for our assets which would  result in a larger  taxable  gain.
One such method is the "market capitalization method" where the implied value of
our  net  assets  is  equal  to the  number  of our  common  shares  outstanding
multiplied  by the quoted  market  price of our common stock on the OTC Bulletin
Board  on the  transaction  date.  Had the  market  capitalization  method  been
applied,  the valuation of our assets would be substantially  higher (as much as
$9.6 million higher as of the September 30, 2002 valuation  date) than the value
determined  using the  discounted  cash flow method and would yield  significant
taxable capital gains and taxes owing as a result of the continuance. Management
assessed  the two  methods,  but does not  consider  the "market  capitalization
method" an  appropriate  reflection of the value of our company as a whole.  Our
Company's  common stock is quoted on the OTC Bulletin Board,  has a small public
float and is relatively thinly traded. Because of these factors, we consider the
quoted market price of our stock to be an  unreliable  measure of the fair value
of our net assets and accordingly sought a more appropriate measure of value.

The valuation may be challenged by the Internal Revenue Service ("IRS").  Should
the  IRS  disagree  with  the  valuation  methodology  we  used  or  any  of our
assumptions,  they could  reassess the deemed  proceeds on the  continuance to a
higher  amount.  We may not have tax losses  carried  forward  from prior  years
sufficient to cover any adjustments to the taxable gain required upon assessment
by federal tax authorities. Should our losses be insufficient, the tax liability
to our company could be  significant  and we may not have the available  cash at
that time to settle the liability owing.  Should we be unable to settle any such
liability,  we may have to cease operations in which case our stockholders would
likely lose their investment in our company.

Management  believed the  methodology,  estimates and assumptions  were not only
reasonable but the most  appropriate  in the  circumstances.  Hence,  we did not
apply to the federal tax authorities (the Internal Revenue Service in the United
States and the Canada Customs and Revenue Agency in Canada) for a ruling on this
matter and do not intend to do so. We have also made certain  other  assumptions
regarding  the  tax  treatment  of  this  transaction  in  order  to  reach  our
conclusions  and it  may  be  possible  for  some  of  these  assumptions  to be
interpreted  in a  different  manner  which would be less  favorable  to us. You
should  understand that it is possible that the federal tax authorities will not
accept our  valuations  or positions  and claim that we owe taxes as a result of
this transaction.

The stock price of our common shares may be volatile. In addition, demand in the
United States for our shares may be decreased by the change in domicile.

The market price of our common shares may be subject to significant fluctuations
in  response  to  variations  in  results  of  operations   and  other  factors.
Developments  affecting  the  software  industry  generally,  including  general
economic  conditions  and government  regulation,  could also have a significant
impact on the market  price for our shares.  In  addition,  the stock market has
experienced a high level of price and volume  volatility.  Market prices for the
stock of many similar  companies have experienced wide  fluctuations  which have
not  necessarily  been related to the operating  performance of such  companies.
These broad  market  fluctuations,  which are beyond the control of  Stratabase,
could have a material adverse effect on the market price of our shares.

We cannot predict what effect,  if any, the  conversion  will have on the market
price  prevailing  from time to time or the liquidity of our common shares.  The
change in domicile may decrease the demand for our shares in the United  States.
The decrease may not be offset by increased  demand for  Stratabase's  shares in
Canada.

Item 2.  Description of Property.

We do not own any real property. Our offices are approximately 2,000 square feet
located at 34595 3rd Avenue, #101, Abbotsford, B.C., V2S.8B7, Canada. The office
is leased for a two-year lease that commenced on February 1, 2001. The lease was
renewed  for an  additional  twelve  month  period  and,  upon  expiry  in 2004,
continues on a month-to-month  basis. The monthly rent is approximately  $1,500.
We believe that the facilities will be adequate for the foreseeable  future. All
costs  described  in this section are stated in U.S.  dollars as converted  from
Canadian  dollars.  Accordingly,  the  costs  may vary to some  degree  with the
currency exchange rate.

Item 3.  Legal Proceedings.

We are not involved in any pending  litigation,  nor are we aware of any pending
or contemplated  proceedings against us. We know of no legal proceedings pending
or threatened,  or judgments entered against any of our directors or officers in
their capacity as such.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the quarter ended
December 31, 2003.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

In July 2000 our common  stock began  trading on the  Over-the-Counter  Bulletin
Board sponsored by the National  Association of Securities  Dealers,  Inc. under
the symbol  "SBSF.OB".  The following table sets forth the range of high and low
bid prices of the Company's Common Stock for the quarters  indicated through the
fourth quarter of 2003 and 2002, respectively:

Calendar Year                                         High Bid           Low Bid

2003:

First quarter                                            $1.65             $1.20
Second quarter                                           $1.55             $0.61
Third quarter                                            $0.70             $0.23
Fourth quarter                                           $0.45             $0.25


2002:

First quarter                                            $1.59             $1.11
Second quarter                                           $3.37             $1.31
Third quarter                                            $2.88             $1.25
Fourth quarter                                           $2.37             $1.10


The quotations reflect inter-dealer prices,  without retail markups,  markdowns,
or commissions and do not necessarily  represent actual transactions.  The above
quotations were derived from Stockwatch market reports.

The  Company  estimates  that as of March 26, 2004 there were  approximately  90
holders of record of the Common Stock.

Our Transfer and Warrant Agent

We have  appointed  Securities  Transfer  Corp.,  with  offices  at 2591  Dallas
Parkway,  Suite 102, Frisco, TX 75034, (469) 633-0101, as transfer agent for our
shares of common stock and warrants.  The transfer agent is responsible  for all
record-keeping  and  administrative  functions in connection with the common and
preferred shares of stock.

Dividend Policy

As of March 26,  2004,  there had been no  dividends  declared on the  Company's
Common Stock.  We have never  declared or paid any cash  dividends on our common
stock nor do we anticipate paying any in the foreseeable future. Furthermore, we
expect to retain any future  earnings to finance our  operations  and expansion.
The payment of cash  dividends  in the future will be at the  discretion  of our
Board  of  Directors  and  will  depend  upon  our  earnings   levels,   capital
requirements,  any  restrictive  loan  covenants  and  other  factors  the Board
considers relevant.

Recent Sales of Unregistered Securities

On April 7, 2003,  the Company sold  200,000  units to an  unaffiliated  foreign
investor,  for an aggregate  purchase price of $350,000.  Each unit consisted of
one share of common stock and one warrant.  Until April 7, 2005, each warrant is
exercisable  for one share of  common  stock at an  exercise  price of $2.50 per
share.  The issuance was made pursuant to an exemption under Section 4(2) of the
Securities Act of 1933, as amended, and did not involve a public offering.

On December 23, 2003,  the Company sold a total of 1,961,600  units at $0.26 per
unit,  or  aggregate  proceeds  of  $510,016.  The units were  purchased  by six
separate,  unaffiliated  foreign investors.  Each unit consisted of one share of
common stock, one Class A warrant and one Class B warrant.  The Class A warrants
are  exercisable  on December  23, 2005 for a period of two years at an exercise
price  of  $0.45  per  share  of  common  stock  and the  Class B  warrants  are
exercisable on December 23, 2006 for a period of four years at an exercise price
of $0.75. The Company has the right, in its sole  discretion,  to accelerate the
exercise  date of the warrants,  to decrease the exercise  price of the warrants
and/or  extend  the  expiration  date of the  warrants.  The  issuance  was made
pursuant to an exemption  under Section 4(2) of the  Securities  Act of 1933, as
amended, and did not involve a public offering.

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

The following  discussion  of our financial  condition and results of operations
should be read in  conjunction  with the  financial  statements  and the related
notes  thereto  included  elsewhere in this Form 10-KSB.  The matters  discussed
herein contain  forward-looking  statements within the meaning of Section 21E of
the  Securities  Exchange  Act of  1934,  as  amended,  and  Section  27A of the
Securities Act of 1933, as amended,  which involve risks and uncertainties.  All
statements other than statements of historical  information  provided herein may
be deemed to be forward-looking statements.  Without limiting the foregoing, the
words "believes",  "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. Factors that could cause actual
results  to  differ  materially  from  those  reflected  in the  forward-looking
statements  include,  but are not limited to, those  discussed under the heading
"Factors  that May Affect  Future  Results" and elsewhere in this report and the
risks discussed in our other filings with the SEC.  Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis,  judgment,  belief  or  expectation  only as of the date
hereof.  We undertake no  obligation  to publicly  revise these  forward-looking
statements to reflect events or circumstances that arise after the date hereof.

OVERVIEW

We are a provider of  Knowledge  Worker  Automation  software.  We released  our
proprietary software to the general public at the end of June 2003 (the software
is called  "Relata")  in beta form.  We have not begun  actively  marketing  the
software  yet.  We have not  derived  any  revenue to date from our  proprietary
products. We no longer have an active sales staff, although we expect to rebuild
our sales staff when we find the suitable personnel for these positions.

It was originally thought by management that the demand for open source software
would increase significantly over time, and that open source software developers
would realize significant revenue from associated service contracts.  While this
has indeed  happened  over the last four  years in the  service  revenues  go to
established  service  contractors  such as the  likes  of IBM,  and not to small
companies like us. Therefore it was determined by management that we can extract
more value from our  software by keeping it  proprietary,  and  offering it on a
subscription basis as a hosted solution.

We previously generated revenues by selling databases of sales leads and mailing
lists,  and  providing  technical  services  aimed to customize  and improve the
quality of the  databases we sold.  Such  technical  services and  customization
substantially occurred prior to sale of databases.  Our open source software was
designed  to allow  users to  interface  with and manage  these  databases,  and
customer relationships.  It was the expectation of management that by giving the
software away for free and making it open source, we would create demand for our
database and technical services.

In 2001 and 2002, when we employed an open source business model,  substantially
all of our revenues  related to the provision of databases to our customers with
a small  portion of our  revenue  relating to the  provision  of  technical  and
hardware services.  However,  the magnitude of these revenues was not sufficient
to generate the level of shareholder  value that management feels is expected by
its  shareholders.  Therefore  the  decision  was  made by  management  to alter
Stratabase's  business model to focus on proprietary  software. We are therefore
no longer  supporting  open  source  code  software.  Although  we are no longer
supporting our open source software,  we plan to continue  offering database and
technical services in connection with our proprietary software.

RESULTS OF OPERATIONS

During the year ended  December 31, 2003,  we incurred a net loss of  $1,027,276
compared to a net loss of $914,645 for the  comparative  period in 2002. Our net
loss for 2003 has  increased  over 2002 due to the change in our  business  such
that only minimal revenue has been  recognized to date in 2003 whereas  $430,240
was  recognized in 2002.  Also included in the loss for the year ended  December
31, 2003 is a $171,206 provision for impairment against amounts lent (and unpaid
interest) to Advanced Cell Technology ("ACT"). Our proprietary software was only
issued at the end of June 2003 and we have not derived  revenue from it to date.
Although we have reduced our monthly operational  expenses, we have continued to
realize net losses due to the lack of sales from our proprietary software.

REVENUES

Revenues for the year ended December 31, 2003 were $ 5,000, compared to revenues
of $430,240 for the year ended December 31, 2002. Our  proprietary  software was
only issued at the end of June 2003 and we have not derived  revenue  from it to
date.  Although  we have  reduced  our  monthly  operational  expenses,  we have
continued  to realize  net losses due to the lack of sales from our  proprietary
software.  Development of our new proprietary software products had taken longer
than expected;  also, with the closing of our second office we lost the services
of two of our  salespeople,  and therefore have not had an active sales staff to
sell our  database  services.  Although  we expect to rebuild our sales staff in
this area, we have not yet found suitable personnel for these positions. We have
not derived any revenue to date from our proprietary products.

COST OF REVENUE

Cost of revenue for the year ended  December 31, 2003 was $2,669  (including  an
inventory  write-down  of  $1,683)  for our  only  sale in 2003 as  compared  to
$324,012 for the year ended December 31, 2002 when there was sales activity.  In
the prior year,  significant  costs were incurred for programming  wages,  media
costs and renting  databases.  Over the past year,  we have reduced our non-core
workforce and closed one of our offices in order to reduce expenses.

RESEARCH AND DEVELOPMENT EXPENSES

During the year ended  December 31, 2003,  we incurred  $154,544 in research and
development  ("R&D") costs  pertaining to the development of our new proprietary
software,  as compared to $171,500 for the year ended  December  31, 2002.  Such
costs in 2003 substantially  consisted of salaries and wages for our development
staff.  The decrease over the prior year is due to the reduction of our research
and development  staff. As well, we pay our R&D staff in Canadian  dollars which
has strengthened against the US dollar during 2003.

GENERAL AND ADMINISTRATIVE EXPENSES

General and Administrative  (G&A) expenses for the years ended December 31, 2003
and 2002 were $705,888 and $794,939,  respectively.  The decline in G&A expenses
from  2002  to  2003  is  largely  attributable  to  $255,750  of  stock  option
compensation being recorded in 2002 for options granted in 2002 whereas no stock
options  were  granted  and no stock  option  compensation  recognized  in 2003.
Additionally,  due to the change of sales focus that resulted in a sharp decline
in  revenues  in 2003,  we have  reduced  general  monthly  overhead in order to
preserve  cash.  This was  offset by  increases  in  certain  2003 G&A  expenses
including  professional fees associated with compliance with  Sarbanes-Oxley Act
rules  and the  preparation  of our S-4  Registration  Statement  regarding  our
company's continuation into Canada.

INTEREST AND OTHER INCOME

Interest and other income  changed from $31,195 for the year ended  December 31,
2002 to $2,031 for the year ended  December 31,  2003.  Amounts for 2002 largely
reflect the interest being earned on interest-bearing  investments consisting of
the 20% annual  interest  rate  attached to our $150,000  loan to Advanced  Cell
Technology  ("ACT") made in the second quarter of 2002. Our loan to ACT came due
on April 30, 2003 without  payment or settlement.  We have discussed this matter
with ACT  management  who have  indicated  that steps are being taken to finance
their  company  and repay  outstanding  loans made by our  company  and  others.
However,  due to uncertainty as to the amount and timing of collection,  we have
recognized  in 2003 a  provision  for  impairment  of this loan in the amount of
$171,206. We are pursuing ACT for full collection of the amount outstanding. Any
subsequent recovery will be recorded in the period it occurs. The loan continues
to accrue interest at 20% per annum; however, subsequent to December 31, 2002 we
are no  longer  recognizing  interest  income  on  the  loan  in  our  financial
statements  until  such  time that  recoverability  of such  interest  is deemed
likely.

INCOME TAXES

The provision  for income tax was $nil for the year ended  December 31, 2003, as
compared to $85,629 for the previous year. The 2002 provision  largely consisted
of  $90,321  being  recognized  as  tax  expense  in  respect  of  stock  option
compensation,  the  deduction  benefit  of which was  recognized  as  additional
paid-in  capital.  Additionally,  a  loss-carryback  was  claimed in 2002 in the
amount of  approximately  $50,000.  This was claimed to recover taxes previously
paid and was received  during 2003.  This  recovery was offset by an  additional
valuation allowance provided against previously recognized deferred tax assets.

During  2003,  all  deferred  tax  assets  were  fully  offset by the  valuation
allowance.

LIQUIDITY AND CAPITAL RESOURCES

As of  December  31,  2003,  we had $ 509,180 in cash,  an increase of $ 375,087
since  December  31,  2002.  The  increase in cash is  substantially  due to the
$350,000  private  placement we completed in April 2003 and the $510,016 private
placement  completed in December  2003.  Losses from  operations are expected to
continue in the future as we shift our revenue model to  developing  and selling
new  proprietary  software.  If revenues  and  spending  levels are not adjusted
accordingly,  we may not  generate  sufficient  revenues  to  achieve  sustained
profitability.  Even if sustained  profitability is achieved, we may not sustain
or increase such profitability on a quarterly or annual basis in the future. Our
policy is to pay all operational  expenses when due, provided the vendor, in the
normal course of business, has satisfied all necessary conditions for payment.

Net cash used in operating  activities  during the year ended  December 31, 2003
was $472,987  compared to  $1,165,026  during the year ended  December 31, 2002.
Although the net loss in 2003  ($1,027,276)  was higher than in 2002  ($914,645,
including stock option  compensation  expense of $255,750),  we generated a much
smaller  negative cash flow from  operations  due to a substantial  reduction in
accounts payable in 2002 of $782,423 relating to accounts payable outstanding at
January 1, 2002. Additionally, in 2003 we received $62,844 from the carryback of
2002 losses to recover taxes paid prior to 2002.

Investing  activities for 2003 were  negligible  being only $2,242 in respect of
the acquisition of miscellaneous domain names and computer equipment. During the
year ended  December 31, 2002, we purchased  databases and domain names totaling
$154,761.  In 2002 we further  entered into a loan agreement with ACT whereby we
would loan them  $150,000 at 20% interest per annum  repayable in April 2003. In
2003 we  recognized  a provision  for  impairment  of this loan in the amount of
$171,206 as discussed above.

During 2003 we received proceeds from financing  activities of $860,016 compared
to net proceeds of $344,000 in 2002. We will require  additional capital to fund
operations,  take  advantage of  acquisition  opportunities,  develop or enhance
services,  or  respond  to  competitive  pressures.  As a result of the  private
issuance  on April 7, 2003 of 200,000  shares and 200,000  warrants  exercisable
until April 7, 2005 at an exercise price of $2.50, we raised $350,000. We raised
an  additional  $510,016 in December  2003 by the  issuance of an  aggregate  of
1,961,600 shares of common stock, 1,961,600 Class A warrants and 1,961,600 Class
B warrants;  the Class A warrants  are  exercisable  on December  23, 2005 for a
period of two years at an exercise  price of $0.45 per share of common stock and
the Class B warrants are  exercisable  on December 23, 2006 for a period of four
years at an exercise price of $0.75. In 2002,  financing activities included the
receipt of the proceeds  from the  exercise of common stock  options of $242,000
and payments from related parties of $102,000.

We have no long-term debt. We have reduced our expenses by downsizing  staff and
closing one of our offices.  We believe that our available  cash,  together with
future  revenues,  will be  sufficient  to fund our  immediate  working  capital
requirements.  We further believe that we can generate  sufficient  liquidity to
carry out our operational activities.  We have no long-term employment contracts
and can reduce our work-force,  as necessary,  if revenues are not sufficient to
support our existing  operations  or until  additional  funding can be obtained.
Since we currently  only have three people  employed,  any  significant  further
reductions in our work force may directly negatively affect our operations.  For
example, if we dismiss an engineer, new product development may be delayed.

Notwithstanding,  we cannot be certain  that any required  additional  financing
will be available on terms  favorable to us. If  additional  funds are raised by
the issuance of our equity securities, such as through the issuance and exercise
of  warrants,  then  existing  stockholders  will  experience  dilution of their
ownership  interest.  If additional  funds are raised by the issuance of debt or
other  equity  instruments,  we may be  subject to  certain  limitations  in our
operations,  and issuance of such  securities may have rights senior to those of
the then existing  holders of common stock.  If adequate funds are not available
or not  available  on  acceptable  terms,  we may be unable  to fund  expansion,
develop or enhance services or respond to competitive pressures.

During the 2001 fiscal year, we accepted non-interest bearing notes from Messrs.
Newton  and  Coombes  for  $200,000  and  $175,000,  respectively,  for the 2001
exercise of stock options which were previously  granted.  The notes accepted on
exercise  came due on April 1,  2003.  In May 2003,  we reached  agreement  with
Messrs.  Newton and  Coombes to settle the  indebtedness  by  accepting  150,000
common shares of Stratabase as payment in full for Mr. Newton's outstanding note
and 130,000 common shares of the Company as payment for Mr. Coombes' outstanding
note,  representing  a total value of $385,560 as compared to the $375,000  face
value of the notes. The total value was determined based on quoted market prices
of our common stock on the redemption  date. The redemption and  cancellation of
these  shares  occurred  in May  2003.  No gain or loss  was  recognized  on the
redemption.

Going Concern Consideration

Our  activities  historically  have been supported by available cash on hand and
revenues generated from the sales of our products and services.  As indicated in
the  accompanying  balance sheet,  at December 31, 2003 we had $ 509,180 in cash
and after $ 64,933 of liabilities and certain other current assets had $ 458,921
in working capital.  We estimate that our cash expenditures over the next twelve
months to be  approximately  $40,000  per  month.  We are in need of  additional
financing or a strategic arrangement in order to continue our planned activities
for the  remainder of the current  fiscal year.  These  factors,  among  others,
indicate that Stratabase may be unable to continue operations in the future as a
going concern.  Our plans to deal with this uncertainty include further reducing
expenditures  and  raising  additional  capital  or  entering  into a  strategic
arrangement  with a third  party.  There can be no assurance  that  management's
plans  to  reduce  expenditures,   raise  capital  or  enter  into  a  strategic
arrangement  can be realized.  No adjustment  has been made in the  accompanying
financial statements to the amounts and classification of assets and liabilities
which could result should Stratabase be unable to continue as a going concern.

There is  substantial  doubt about our ability to continue as a going concern as
we have refocused our business model on our proprietary software and it has only
recently been released in beta-form and we have  generated no revenue from it to
date. As a result we have incurred recurring operating losses. Accordingly,  our
independent  auditors  included an explanatory  paragraph in their report on the
December 31, 2003 financial  statements  regarding concerns about our ability to
continue as a going concern.  Our financial  statements  contain additional note
disclosures  describing the  circumstances  that lead to this  disclosure by our
independent auditors.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's  discussion and analysis of its financial condition and results of
operations are based upon its financial statements,  which have been prepared in
accordance with accounting  principles  generally accepted in the United States.
The  preparation  of these  financial  statements  requires  the Company to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On  an  on-going  basis,  the  Company  evaluates  its  estimates,
including those related to bad debts,  inventories,  long-lived  assets,  income
taxes,  and  contingencies  and  litigation.  The Company bases its estimates on
historical  experience and on various other  assumptions that are believed to be
reasonable  under the  circumstances,  the  results  of which form the basis for
making  judgments about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

The Company believes the following critical  accounting policies affect its more
significant  judgments and estimates  used in the  preparation  of its financial
statements: On April 30, 2003, our note receivable from ACT came due and was not
repaid.  Senior  management  of ACT has advised us that steps are being taken to
settle the outstanding  note  receivable in full.  Management has considered the
likelihood  of full  collection  of principal and interest in light of the plans
laid out by ACT and has recorded a provision for  impairment in its Statement of
Operations for the $150,000  principal  amount and $21,206 of unpaid interest to
December 31, 2002. The Company is pursuing ACT for full collection of the amount
outstanding,  but at this time the ultimate amount recoverable and the timing is
indeterminable.  Any  subsequent  recovery  will be  recorded  in the  period it
occurs.

We account for  impairment of  long-lived  assets,  which  include  property and
equipment,  databases and domain names,  in  accordance  with the  provisions of
Statement of Financial  Accounting  Standard ("SFAS") No. 144 Accounting for the
Impairment or Disposal of Long-Lived  Assets.  An impairment review is performed
quarterly or whenever a change in  condition  occurs  which  indicates  that the
carrying  amounts of assets may not be  recoverable.  Such  changes  may include
changes in our business strategies and plans, which occurred during 2002 when we
changed our business focus to the  development of proprietary  software.  We are
proceeding  well toward the completion of our development and expected launch of
our new software in 2004.  In conducting  our  impairment  analyses,  we largely
utilized information from independent  valuation obtained in connection with our
plans to move to Canada. The impairment  analysis employed involved  assumptions
concerning  the  remaining  useful lives of our  databases and domain names (the
majority being 1-2 years),  interest and discount rates,  growth projections and
other  assumptions  of future  business  conditions  and  estimated  proceeds on
disposal should we plan to sell the databases and domain names.  The assumptions
employed were based on our judgment using internal and external data.

We are also reviewing our long-term plans for each of these databases and domain
names.

Based on our  review,  no  impairment  adjustment  is  considered  necessary  at
December 31, 2003 and 2002. The estimated  useful life of the long-lived  assets
has  been  assessed  by  management  and is  still  appropriate,  including  the
assessment that only one year of useful life remains on the databases.
The  determination  of whether or not  long-lived  assets have  become  impaired
involves a  significant  level of judgment  in the  assumptions  underlying  the
approach used to determine the  estimated  future cash flows  expected to result
from the use of those assets. Changes in our strategy, assumptions and/or market
conditions could significantly impact these judgments and require adjustments to
recorded amounts of long-lived assets.

Software Development Costs

Software  development and  implementation  costs are charged to expense until we
determine that the software will result in probable future economic benefits and
management has committed to funding the project. Thereafter, all direct external
implementation  costs and purchase  software costs are capitalized and amortized
using the straight-line method over remaining estimated useful lives,  generally
not exceeding  five years.  To date, no such costs have been  capitalized  as we
only  recently  began  developing  proprietary  software  for sale to  potential
customers.

These accounting policies are applied consistently for all years presented.  Our
operating results would be affected if other alternatives were used. Information
about the  impact  on our  operating  results  is  included  in the notes to our
financial statements.

NEW ACCOUNTING PRONOUNCEMENTS

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN  No.  46"),  "Consolidation  of  Variable  Interest
Entities,  an  Interpretation  of ARB  51."  FIN No.  46 was  effective  for all
variable  interest entities ("VIEs") created after January 31, 2003. The primary
objectives  of FIN No.  46 are to  provide  guidance  on the  identification  of
entities for which  control is achieved  through  means other than voting rights
(variable  interest  entities  or "VIEs")  and how to  determine  when and which
business enterprise should consolidate the VIE. This new model for consolidation
applies to an entity for which  either:  (1) the equity  investors do not have a
controlling  financial  interest;  or (2)  the  equity  investment  at  risk  is
insufficient to finance that entity's  activities  without receiving  additional
subordinated  financial  support from other  parties.  In  addition,  FIN No. 46
requires  that both the primary  beneficiary  and all other  enterprises  with a
significant variable interest in a VIE make additional  disclosures.  As amended
in December 2003, the effective dates of FIN No. 46 for public entities that are
small business issuers, as defined ("SBIs"),  are as follows:  (a) For interests
in special-purpose entities:  periods ended after December 15, 2003; and (b) For
all other VIEs:  periods  ending  after  December 15,  2004.  The December  2003
amendment of FIN No. 46 also includes  transition  provisions that govern how an
SBI which previously  adopted the  pronouncement  (as it was originally  issued)
must account for consolidated VIEs.

The  implementation  of this new  standard  is not  expected  to have a material
effect on the Company's financial statements.

On May 15, 2003, the Financial  Accounting  Standards Board ("FASB") issued SFAS
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
both  Liabilities  and Equity".  SFAS No. 150 changes the accounting for certain
financial  instruments  that,  under previous  guidance,  could be classified as
equity  or  "mezzanine"  equity,  by  now  requiring  those  instruments  to  be
classified as liabilities (or assets in some  circumstances) in the statement of
financial  position.  Further,  SFAS No. 150 requires  disclosure  regarding the
terms of those instruments and settlement alternatives.  SFAS No. 150 affects an
entity's   classification  of  the  following   freestanding   instruments:   a)
Mandatorily  redeemable  instruments  b) Financial  instruments to repurchase an
entity's own equity instruments c) Financial  instruments  embodying obligations
that the issuer must or could  choose to settle by issuing a variable  number of
its shares or other  equity  instruments  based  solely on (i) a fixed  monetary
amount known at inception or (ii) something other than changes in its own equity
instruments  d) SFAS No. 150 does not apply to features  embedded in a financial
instrument  that is not a derivative in its  entirety.  The guidance in SFAS No.
150 is  generally  effective  for  all  financial  instruments  entered  into or
modified after May 31, 2003, and is otherwise  effective at the beginning of the
first interim period beginning after June 15, 2003.

The  implementation  of this new standard did not have a material  effect on the
Company's financial statements.

CONTRACTUAL OBLIGATIONS

We do not  have  any  material  contractual  obligations  currently  outstanding
requiring payments over the next five years.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet  arrangements as of December 31, 2003 or of
the date of this report.

Item 7.     Financial Statements.

            Independent auditors' reports

            Balance Sheets
                        December 31, 2003 and December 31, 2002

            Statements of Operations and Comprehensive Loss for the years ended
                        December 31, 2003 and 2002

            Statements of Changes in Stockholders' Equity for the years ended
                        December 31, 2003 and 2002

            Statements of Cash Flows for the years ended December 31, 2003
                        and 2002

            Notes to the Financial Statements



<PAGE>


INDEPENDENT AUDITOR'S REPORT

The Board of Directors and Stockholders
Stratabase

We have audited the accompanying balance sheet of Stratabase, as of December 31,
2002, and the related statements of changes in stockholders' equity,  operations
and comprehensive  loss, and cash flows for the year then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Stratabase,  as of December 31,
2002,  and the  results of its  operations  and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company experienced a significant reduction in their
revenues  in 2002 and changed  their  revenue  focus to a new product  line with
untested revenue  potential.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans regarding
those  matters are also  described in Note 3. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.





/s/ Moss Adams LLP

Portland, Oregon
February 26, 2003

<PAGE>

INDEPENDENT AUDITOR'S REPORT

The Board of Directors and Stockholders
Stratabase


We have audited the accompanying balance sheet of Stratabase, as of December
31,  2003,  and the  related  statements  of  changes in  stockholders'  equity,
operations and comprehensive  loss and cash flows for the year then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit 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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Stratabase as of December 31,
2003,  and the  results of its  operations  and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the Company  experienced a significant  reduction in its
revenues  in 2003 and  changed  its  revenue  focus to a new  product  line with
untested revenue potential. Both of these factors resulted in significant losses
incurred in 2003. These conditions raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plans  regarding  these
matters are also  described in Note 3. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ BDO Dunwoody LLP

Vancouver, Canada
February 13, 2004

<PAGE>


Stratabase
Balance Sheets
(Expressed in US Dollars)
<TABLE>
<CAPTION>
Assets
                                                                     December 31  December 31
                                                                            2003         2002
------------------------------------------------------------------   -----------    -----------
CURRENT ASSETS
<S>                                                                  <C>            <C>
 Cash                                                                $   509,180    $   134,093
 Receivables (net of allowance for doubtful accounts of
     $8,599 (2002-$3,500)                                                  4,551         19,939
 Taxes recoverable                                                          --           62,844
 Prepaid expenses                                                          1,708          2,603
 Inventory                                                                 8,415         28,450
------------------------------------------------------------------   -----------    -----------

          Total current assets                                           523,854        247,929
------------------------------------------------------------------   -----------    -----------
OFFICE EQUIPMENT, at cost
     Computer hardware                                                    96,207         76,499
     Computer software                                                    12,924         12,924
     Office furniture and equipment                                       12,137         12,137
------------------------------------------------------------------   -----------    -----------
                                                                         121,268        101,560
Accumulated depreciation                                                 (84,267)       (56,571)
------------------------------------------------------------------   -----------    -----------
                                                                          37,001         44,989
                                                                                    -----------
OTHER ASSETS
     Note receivable                                                        --          171,206
     Databases and domain names, net                                     243,701        518,914
------------------------------------------------------------------   -----------    -----------
                                                                         243,701        690,120
                                                                                    -----------

Total Assets                                                         $   804,556    $   983,038
==================================================================   ===========    ===========

Liabilities and Stockholders' Equity

CURRENT LIABILITIES

     Accounts payable                                                $    31,943    $    59,521
     Accrued liabilities                                                  32,990          6,934
------------------------------------------------------------------   -----------    -----------

          Total current liabilities                                       64,933         66,455
------------------------------------------------------------------   -----------    -----------

STOCKHOLDERS' EQUITY
     Preferred stock, $0.001 par value, 1,000,000 shares,
         authorized and unissued                                            --             --
     Common stock, $0.001 par value, 25,000,000 shares authorized,
         9,914,972 and 8,033,372 shares issued and outstanding
         at December 31, 2003 and 2002 respectively                        9,915          8,033
     Additional paid-in capital                                        2,586,506      2,103,372
     Accumulated deficit                                              (1,835,839)      (808,563)
     Related party notes receivable                                         --         (375,000)
     Accumulated other comprehensive loss                                (20,959)       (11,259)
------------------------------------------------------------------   -----------    -----------

          Total stockholders' equity                                     739,623        916,583
------------------------------------------------------------------   -----------    -----------

Total Liabilities and Stockholders' Equity                           $   804,556    $   983,038
==================================================================   ===========    ===========
</TABLE>

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

<PAGE>


Stratabase
Statements of Operations and Comprehensive Loss
(Expressed in US Dollars)
<TABLE>
<CAPTION>
                                                                      Year ended December 31,
                                                                    --------------------------

                                                                           2003           2002
                                                                    -----------    -----------

<S>                                                                 <C>            <C>
REVENUE                                                             $     5,000    $   430,240
                                                                    -----------    -----------

COST OF REVENUE
          Commissions                                                       986        111,641
          Wages and subcontracting costs                                   --           94,345
          Direct marketing costs                                           --           79,238
          Hardware cost of sales                                           --           26,235
          Internet connectivity                                            --           12,553
          Write-down of inventory                                         1,683           --
                                                                    -----------    -----------
                                                                          2,669        324,012
                                                                    -----------    -----------

           Gross profit                                                   2,331        106,228

RESEARCH AND DEVELOPMENT                                                154,544        171,500
GENERAL AND ADMINISTRATIVE EXPENSES
   (including stock option compensation
    of $Nil (2002 - $255,750)                                           705,888        794,939
                                                                    -----------    -----------

LOSS FROM OPERATIONS                                                   (858,101)      (860,211)

OTHER INCOME (EXPENSES)
          Interest                                                        2,031         31,195
          Provision for note receivable impairment                     (171,206)          --
                                                                    -----------    -----------

NET LOSS BEFORE PROVISION FOR
     INCOME TAXES                                                    (1,027,276)      (829,016)

          Provision for income taxes                                       --          (85,629)
                                                                    -----------    -----------

NET LOSS                                                             (1,027,276)      (914,645)


OTHER COMPREHENSIVE INCOME (LOSS)
          Foreign currency translation adjustments                       (9,700)        (4,178)
-----------------------------------------------------------------   -----------    -----------

COMPREHENSIVE LOSS                                                  $(1,036,976)   $  (918,823)
=================================================================   ===========    ===========

BASIC AND DILUTED LOSS PER
     SHARE OF COMMON STOCK                                          $     (0.13)   $     (0.12)
=================================================================   ===========    ===========

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED                                  8,036,037      7,928,372
=================================================================   ===========    ===========
</TABLE>



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

<PAGE>

                                   Stratabase
                  Statements of Changes in Stockholders' Equity
                            (Expressed in US Dollars)
<TABLE>
<CAPTION>
                                                                             Retained         Related    Accumulated
                                                             Additional      Earnings         Party          Other           Total
                                    Common Stock              Paid-in      (Accumulated       Notes    Comprehensive   Stockholders'
                              --------------------------
                                   Shares         Amount      Capital         Deficit)      Receivable       Loss          Equity
---------------------------   -----------    -----------    -----------    -----------    -----------    -----------    -----------
BALANCE,
<S>                           <C>            <C>            <C>            <C>            <C>            <C>           <C>
  December 31, 2001             7,718,372    $     7,718    $ 1,515,616    $   106,082    $  (477,000)   $   (7,081)   $  1,145,335

Exercise of common stock options
  (April - July 2002)             315,000            315        241,685           --             --             --          242,000

Related-party notes received in exchange
   for common stock options exercised  --             --             --           --          (14,500)          --          (14,500)

Payments on related-party
   notes receivable                    --             --             --           --           116,500          --          116,500

Compensation expense related to common
    stock options granted              --             --        255,750           --             --             --          255,750

U.S. income tax benefits from common
    stock options exercised            --             --         90,321           --             --             --           90,321

Net Loss and Comprehensive
    loss                               --             --            --        (914,645)          --           (4,178)      (918,823)
---------------------------   -----------    -----------    -----------    -----------    -----------    -----------    -----------

BALANCE,
  December 31, 2002             8,033,372          8,033      2,103,372     (  808,563)      (375,000)       (11,259)       916,583
Repayment of related-party
  notes receivable               (280,000)          (280)      (374,720)          --          375,000           --             --

Private placement common stock
  issuances for cash              200,000            200        349,800           --             --             --          350,000

Private placement common stock
  issuances for cash             1,961,600         1,962        508,054           --             --             --          510,016

Net loss and comprehensive
    loss                              --             --             --      (1,027,276)          --          (9,700)    (1,036,976)
---------------------------   -----------    -----------    -----------    -----------    -----------    -----------    -----------

Balance,
  December 31, 2003             9,914,972    $     9,915    $ 2,586,506    $(1,835,839)   $      --      $   (20,959)   $   739,623
===========================   ===========    ===========    ===========    ===========    ===========    ===========    ============
</TABLE>

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

<PAGE>

                                                          Stratabase
                                                  Statements of Cash Flows
                                                  (Expressed in US Dollars)
<TABLE>
<CAPTION>
                                                                                       Year ended December 31
                                                                                     2003                  2002
--------------------------------------------------------------------------------   -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                <C>            <C>
     Net loss                                                                      $(1,027,276)   $  (914,645)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
       Depreciation and amortization                                                   303,923        281,326
       Deferred income tax expense                                                        --           45,548
       Stock option compensation expense                                                  --          255,750
       U.S income tax benefit from common stock options exercised                         --           90,321
       Provision for note receivable impairment                                        171,206           --
       Write-down of inventory                                                           1,683           --
     Change in assets and liabilities:
         Receivables                                                                    15,388        (16,122)
         Taxes recoverable                                                              62,844        (62,844)
         Prepaid expenses                                                                  895         (2,603)
         Inventory                                                                        (128)        (7,087)
         Accounts payable                                                              (27,578)      (782,423)
         Accrued liabilities                                                            26,056         (1,982)
         Income taxes payable                                                             --          (50,265)
                                                                                   -----------    -----------
            Net cash used in operating activities                                     (472,987)    (1,165,026)
                                                                                   -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of databases and domain names                                          (1,014)      (154,761)
     Acquisition of computer and office equipment                                       (1,228)        (1,399)
     Advance on note receivable                                                           --         (150,000)
                                                                                   -----------    -----------
            Net cash used in investing activities                                       (2,242)      (306,160)
                                                                                   -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Payments received from related parties                                               --          102,000
     Proceeds from the issuance of common stock                                        860,016           --
     Proceeds received from exercise of common stock options                              --          242,000
                                                                                   -----------    -----------
            Net cash provided by financing activities                                  860,016        344,000
                                                                                   -----------    -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                 (9,700)        (4,178)
                                                                                   -----------    -----------
NET INCREASE (DECREASE) IN CASH                                                        375,087     (1,131,364)
CASH, beginning of year                                                                134,093      1,265,457
                                                                                   -----------    -----------
CASH, end of year                                                                  $   509,180    $   134,093
================================================================================   ===========    ===========

SUPPLEMENTAL  DISCLOSURE  OF CASH FLOW  INFORMATION  Cash paid during the period
     for:
         Interest                                                                  $      --      $      --
         Income taxes                                                              $      --      $    63,261

SCHEDULE OF NON-CASH ACTIVITIES
         Inventory transferred to office equipment for internal use                $    18,480    $      --
         Related party notes (settled) received in exchange for
         common stock                                                              $  (375,000)   $    14,500
</TABLE>

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

<PAGE>

STRATABASE
(Expressed in US Dollars)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF ORGANIZATION AND OPERATIONS

Stratabase is a provider of Knowledge Worker Automation (KWA) software, designed
to enable  corporations  to save time and money by improving  the  efficiency of
knowledge  workers.  The Company's  software  tools allow  enterprises to manage
relationships   and  contacts,   administer   and  organize  time   allocations,
collaborate with others,  manage data, automate  communications and productivity
reporting and conduct data synchronization. The Company has historically derived
its revenue from sales of customized databases to its clients.  During 2002, the
Company  began  redefining  its  product  line  by  developing  its  proprietary
software.  The proprietary  software  (Relata) was released in beta form in June
2003. The Company has not yet generated revenue from this proprietary  software.
Management  believes  this new  proprietary  software  product  line will be the
primary  focus of the Company.  The Company  operates from  Abbotsford,  British
Columbia, Canada.

The  accompanying  financial  statements have been prepared in US dollars and in
accordance with accounting principles generally accepted in the United States on
a going concern  basis,  which  contemplates  the  realization of assets and the
satisfaction of liabilities in the normal course of business.

In January 2003,  the Company filed a proposal to effect a  continuation  of the
corporate  jurisdiction  from the State of Nevada to Canada on Form S-4 with the
United  States   Securities  and  Exchange   Commission   (SEC).   The  proposed
continuation  would  be  accomplished  through  the  adoption  of  the  plan  of
conversion,  as  presented  in the  proposal.  If approved by  stockholders  and
completed,  the Company would change its name to  "Stratabase,  Inc.," and would
continue  to operate  under the Canada  Business  Corporations  Act and would no
longer be a Nevada  corporation.  The  Company  has never had any  employees  or
operations  in the U.S.,  and  management  believes the  continuation  to Canada
accurately  reflects  the nature of its  operations.  Management  of the Company
believes  that the  continuation  to Canada  would enable the Company to benefit
from  scientific  research  and  development  grants that are not  available  to
non-Canadian  corporations.  The Form S-4 is still in the process of  regulatory
approval and therefore  the proposal has not yet been formally  presented to the
Company's stockholders for approval.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's estimates and assumptions

The  preparation of the financial  statements,  in the conformity with generally
accepted  accounting  principles,  requires  management  to make  estimates  and
assumptions that affect the reported amounts of assets and liabilities as of the
balance sheet date, and revenues and expenses for the period then ended.  Actual
results could differ significantly from those estimates.  Significant  estimates
made by management primarily involve the amortization and impairment  assessment
of the  databases and domain names and the  collectibility  of the $150,000 note
receivable. During the year ended December 31, 2003, the Company provided a full
allowance for the note receivable and previously accrued interest.

Revenue recognition

The Company  has  historically  generated  revenues  by selling  customized  CRM
services  which are  comprised  primarily of the provision of databases of sales
leads and mailing lists, and includes the provision of technical  services aimed
to customize and improve the quality of the databases sold. Included in the sale
of databases was non-essential  open-source software to allow users to interface
with and  manage  these  databases  and  relationships.  Revenue on the sales of
databases and technical  services is recognized when  persuasive  evidence of an
arrangement  exists and  delivery  has  occurred,  provided  the fee is fixed or
determinable and collectibility is probable.  The majority of the databases sold
require  customer  payments  in advance  of  delivery.  There  were no  customer
projects in progress and hence no deferred revenue at December 31, 2003 or 2002.
There are no post-delivery  performance obligations in respect to database sales
and no rights of refund exist.

During 2002, the Company began  development of  proprietary  software,  which it
believes  will be the primary  source of revenue in the future.  During 2003 and
2002 the Company did not recognize any revenues  from the  proprietary  software
developed.

Technical  consulting service revenue,  invoiced separately from database sales,
is recognized upon the completion of the services provided.

Hardware  revenue is  recognized  at the time the goods are  shipped,  when both
title and risk of loss  transfer to the customer,  provided that no  significant
obligations  remain.  The Company's  shipping and handling costs are included in
the cost of revenue for all periods presented.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with a maturity of
90 days or less to be cash equivalents.

Receivables

Accounts  receivable are recorded when invoices are issued.  Accounts receivable
are written off when they are determined to be uncollectible.  The allowance for
doubtful accounts is estimated based on the Company's historical losses,  review
of specific problem accounts,  existing economic conditions in the industry, and
the  financial  stability of its  customers.  Generally,  the Company  considers
accounts receivable past due after 60 days. The Company does not charge interest
on overdue account balances.

Inventory

Inventory is comprised  primarily of system hardware components and is stated at
the lower of cost or market.  The Company  determines  cost using the  first-in,
first-out (FIFO) method.

Office equipment

Office equipment is recorded at cost and is depreciated  using the straight-line
method over its useful life,  which ranges from two to five years.  Depreciation
expense charged to general and  administrative  expenses was $27,696 and $16,000
for 2003 and 2002, respectively.

Databases and domain names

Databases and domain names are being  amortized  over three years and two years,
respectively.  Cost and  accumulated  amortization of the databases was $851,453
(2002 -  $851,453)  and  $610,740  (2002 -  $340,549),  respectively.  Cost  and
accumulated  amortization  of the domain names was $15,615  (2002 - $14,601) and
$12,627 (2002 - $6,591), respectively.

Amortization  expense  charged to operations  was $276,227 and $265,326 for 2003
and 2002,  respectively.  Amortization  expense  for 2004 and 2005 (the years of
estimated useful life remaining on such assets) is estimated to be approximately
$230,000 and $14,000, respectively.

Long-lived asset impairment

Long-lived  assets  are  evaluated  for  impairment  when  events or  changes in
business  circumstances  indicate that the carrying amount of the assets may not
be fully  recoverable.  An impairment  loss would be recognized  when  estimated
undiscounted  future cash flows  expected to result from the use of these assets
and its eventual  disposition is less than its carrying amount.  Impairment,  if
any, is assessed using  discounted  cash flows.  Because the Company has not yet
generated revenue from its proprietary products, the determination of whether or
not  long-lived  assets have become  impaired  involves a  significant  level of
judgment in the  assumptions  underlying  the  approach  used to  determine  the
estimated  future cash flows  expected  to result from the use of those  assets.
Changes  in  our   strategy,   assumptions   and/or  market   conditions   could
significantly impact these judgments and require adjustments to recorded amounts
of  long-lived  assets.  During the years ended  December 31, 2003 and 2002,  no
write-downs of long-lived assets were recognized.

Software development costs

Software  development and implementation  costs associated with new products and
enhancements  to existing  software  products  are  expensed  as incurred  until
technological  feasibility in the form of a working model has been  established.
To date, in the development of open-source software, the time period between the
establishment   of   technological   feasibility   and  completion  of  software
development  has been  short,  and no  significant  development  costs have been
incurred  during that period.  Additionally,  the Company only began  developing
proprietary  software in 2002 and no significant  development  costs meeting the
criteria for capitalization have been incurred since that time. Accordingly, the
Company has not capitalized  any software  development  costs to date.  Software
development  costs charged to the Statement of Operations  totaled  $154,544 for
the year ended December 31, 2003 (2002 - $171,500).

Advertising

Advertising costs are expensed as incurred.

Income taxes

The Company  follows the asset and  liability  method of  accounting  for income
taxes whereby  deferred tax assets and liabilities are recognized for the future
tax consequences of differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases.

Foreign exchange translation

The Company's functional currency is the Canadian dollar.  Transactions that are
measured  in US dollars are  translated  to  Canadian  dollars in the  following
manner.  All balance sheet accounts have been translated  using the current rate
of  exchange  at the  balance  sheet  date.  Results  of  operations  have  been
translated using the average rates prevailing  throughout the year.  Translation
gains or losses resulting from the changes in the exchange rates are accumulated
as other  comprehensive  income or loss in a separate component of stockholders'
equity.  All  amounts  included in the  accompanying  financial  statements  and
footnotes are denominated in U.S. dollars.

Stock option plans

The Company applies Accounting  Principles Board Opinion No. 25 (APB No. 25) and
related interpretations in accounting for stock options granted to employees and
directors  (for  services  performed as a director).  Accordingly,  compensation
costs are recognized as the difference between the exercise price of each option
and the  market  price of the  Company's  stock at the  date of each  grant.  No
compensation  costs were  recognized  for the year ended December 31, 2003 while
$255,750 was recognized as stock option compensation for the year ended December
31,  2002 under APB No. 25 in respect of  300,000  stock  options  granted to an
employee  with an exercise  price below the quoted market price of the Company's
common stock on the grant dates.  The weighted  average discount offered to this
employee on options granted in 2002 was approximately $0.85 per stock option.

The Company  accounts for the grant of options to  non-employees  using the fair
value-based  method  prescribed  in Statement of Financial  Accounting  Standard
("SFAS") No. 123, using the  Black-Scholes  option pricing model.  There were no
stock options granted to non-employees  during the years ended December 31, 2003
and 2002.

Compensation for unvested options is amortized over the vesting period.

Had compensation expense on options granted in 2002 been determined based on the
fair  value  at the  grant  dates,  as  described  in the  Financial  Accounting
Standards Board (FASB)  Statement of Financial  Accounting  Standards (SFAS) No.
123, the Company's net loss and net loss per share would have been as follows:
<TABLE>
<CAPTION>
                                                             2003              2002
                                                     ------------     -------------

<S>                                                 <C>                <C>
Net loss, as reported                               $  (1,027,276)     $   (914,645)
Add stock-based compensation
   expense included in reported net
   income, net of related tax effects                          --           163,680
Deduct total stock-based employee
   compensation expense determined
   under fair based methods for
   all awards, net of related tax effects                 (32,707)         (219,376)
                                                     ------------     -------------

Pro forma net loss                                  $  (1,059,983)    $    (970,341)
                                                     ============     =============

Loss per common share:
   Basic and diluted - as reported                          (0.13)            (0.12)
   Basic and diluted - pro forma                            (0.13)            (0.12)
</TABLE>

No stock options were granted in 2003.  The fair value of each option granted is
estimated on the 2002 date of grant using the Black-Scholes option-pricing model
with the following  assumptions for December 31, 2002: (1) dividend yield of 0%,
(2)  expected  volatility  of  148.78%,  (3)  risk-free  rate of 3.16%,  and (4)
expected  life of 1.13  years.  The  weighted  average  fair  value per share of
options granted in 2002 was $1.04.

Earnings (loss) per share of common stock

Basic  earnings  (loss) per share of common  stock is computed  by dividing  net
income (loss) available to common shareholders by the weighted-average number of
common shares  outstanding for the period.  Diluted earnings per share of common
stock  reflect the  potential  dilution  that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the earnings of the
Company.

At December 31, 2003 and 2002,  potential common shares of 4,758,200 and 715,000
related to common stock options and warrants,  respectively,  were excluded from
the   computation   of  diluted   earnings  per  share  since  their  effect  is
anti-dilutive.

Fair Value of Financial Instruments

The  carrying  amounts  reported  in the balance  sheets for cash,  receivables,
accounts payable and accrued  liabilities  approximate fair value because of the
immediate or  short-term  maturity of these  financial  instruments.  It was not
practical to assess the fair value of the note receivable at December 31, 2002.

Comprehensive income (loss)

Comprehensive  income  (loss) is defined to include all changes in equity except
those  resulting from  investments by owners and  distributions  to owners.  The
Company's  items of other  comprehensive  income  (loss)  are  foreign  currency
translation  adjustments,  which  relate to  investments  that are  permanent in
nature.

New Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN  No.  46"),  "Consolidation  of  Variable  Interest
Entities,  an  Interpretation  of ARB  51."  FIN No.  46 was  effective  for all
variable  interest entities ("VIEs") created after January 31, 2003. The primary
objectives  of FIN No.  46 are to  provide  guidance  on the  identification  of
entities for which  control is achieved  through  means other than voting rights
and how to determine when and which business  enterprise should  consolidate the
VIE. This new model for consolidation applies to an entity for which either: (1)
the equity investors do not have a controlling  financial  interest;  or (2) the
equity  investment at risk is insufficient  to finance that entity's  activities
without receiving additional  subordinated financial support from other parties.
In addition, FIN No. 46 requires that both the primary beneficiary and all other
enterprises  with a  significant  variable  interest  in a VIE  make  additional
disclosures.  As amended in December 2003, the effective dates of FIN No. 46 for
public entities that are small business  issuers,  as defined  ("SBIs"),  are as
follows:  (a) For  interests in  special-purpose  entities:  periods ended after
December 15, 2003; and (b) For all other VIEs: periods ending after December 15,
2004.  The  December  2003  amendment  of FIN No.  46 also  includes  transition
provisions that govern how an SBI which previously adopted the pronouncement (as
it was originally issued) must account for consolidated VIEs.

The  implementation  of this new  standard  is not  expected  to have a material
effect on the Company's financial statements.

On May 15, 2003, the Financial  Accounting  Standards Board ("FASB") issued SFAS
No. 150,  "Accounting for Certain Financial  Instruments with Characteristics of
both  Liabilities  and Equity".  SFAS No. 150 changes the accounting for certain
financial  instruments  that,  under previous  guidance,  could be classified as
equity  or  "mezzanine"  equity,  by  now  requiring  those  instruments  to  be
classified as liabilities (or assets in some  circumstances) in the statement of
financial  position.  Further,  SFAS No. 150 requires  disclosure  regarding the
terms of those instruments and settlement alternatives.  SFAS No. 150 affects an
entity's   classification  of  the  following   freestanding   instruments:   a)
Mandatorily  redeemable  instruments  b) Financial  instruments to repurchase an
entity's own equity instruments c) Financial  instruments  embodying obligations
that the issuer must or could  choose to settle by issuing a variable  number of
its shares or other  equity  instruments  based  solely on (i) a fixed  monetary
amount known at inception or (ii) something other than changes in its own equity
instruments  d) SFAS No. 150 does not apply to features  embedded in a financial
instrument  that is not a derivative in its  entirety.  The guidance in SFAS No.
150 is  generally  effective  for  all  financial  instruments  entered  into or
modified after May 31, 2003, and is otherwise  effective at the beginning of the
first interim period beginning after June 15, 2003.

The  implementation  of this new standard did not have a material  effect on the
Company's financial statements.

Reclassifications

Certain 2002  balances have been  reclassified  to conform with the current year
presentation.

NOTE 3 - ABILITY TO CONTINUE AS A GOING CONCERN

The  accompanying  financial  statements have been prepared in US dollars and in
accordance with accounting principles generally accepted in the United States on
a going concern  basis,  which  contemplates  the  realization of assets and the
satisfaction of liabilities in the normal course of business.  The Company began
actively  developing  its  proprietary  software  product line during the second
quarter of 2002,  and revenues  declined due to the reduced  resources for sales
and marketing of the  Company's  existing  product  line.  During the year ended
December  31,  2003,  the  Company  incurred  a loss  of  $1,027,276  and has an
accumulated deficit of $1,835,839 at December 31, 2003.

The Company expects its new product line sales to fund long-term  operations and
will be  actively  marketing  its  products  during  2004.  Management  believes
marketing and  operating  expenses  will be financed in the  short-term  through
proceeds of a private  placement  completed  in  December  2003 in the amount of
$510,016  (Note 6).  During the year ended  December 31, 2003,  the Company also
reduced its labor force and closed its Vancouver, British Columbia, office in an
effort to further reduce its operating and general and administrative expenses.

The Company's ability to continue as a going concern is dependent on its ability
to regain and sustain profitable operations and to generate sufficient cash flow
from  financing and operations to meet its  obligations as they become  payable.
The  Company's  plans to deal with this  uncertainty  include  further  reducing
expenditures  and  raising  additional  capital  or  entering  into a  strategic
arrangement with a third party.  These conditions raise  substantial doubt about
the  Company's  ability to continue as a going  concern.  Although  there are no
assurances that management's  plans to reduce  expenditures and raise additional
capital will be realized,  management  believes that the Company will be able to
continue  operations in the future.  Accordingly,  no adjustment relating to the
recoverability   and   classification   of  recorded   asset   amounts  and  the
classification  of  liabilities  has  been  made to the  accompanying  financial
statements in  anticipation of the Company not being able to continue as a going
concern.

NOTE 4 - NOTE RECEIVABLE

In May 2002, the Company loaned $150,000 to Advanced Cell Technology  ("ACT"), a
private  biotechnology  company,  in exchange for a convertible  promissory note
receivable.  The note is unsecured,  bears interest at 20% per annum, matured on
April 30,  2003,  and was to be  converted  into  stock of ACT  should  ACT have
proceeded with a preferred  stock  financing  prior to the note's maturity date.
The Company has accrued a receivable for interest income, due under the terms of
the promissory note, in the amount of $21,206 at December 31, 2003 (December 31,
2002 - $21,206).  At April 30, 2003,  the note  receivable  was in default.  The
Company  received  notice  from  ACT of  their  intention  to  settle  the  note
receivable in full out of future financing.  With the uncertainty  regarding the
recoverability  of the note  receivable,  the  Company has decided to reserve in
2003  the  principal   amount  of  the  note  receivable  and  accrued  interest
outstanding  at December 31, 2002 and fully reserve all  additional  accruals of
interest. Any subsequent recovery will be recorded in the period it occurs

NOTE 5 - RELATED-PARTY TRANSACTIONS

At December 31, 2002,  the Company had  outstanding  notes  receivable  from two
executive   officers   resulting  from  previous   exercises  of  stock  options
aggregating    to    $375,000.    The   notes    receivable    are    unsecured,
non-interest-bearing  and  were to be paid  from the  proceeds  from the sale of
stock acquired through the exercise of stock options, but no later than April 1,
2003. On May 1, 2003,  the Company  reached  agreement  with the  noteholders to
redeem for  cancellation  280,000  shares of common stock owned by the executive
officers in full  settlement of the outstanding  balance.  The fair value of the
common  shares  redeemed was  $385,560,  based on the quoted market price of the
Company's  common stock on the agreement date. No gain or loss was recognized on
the transaction.
..
NOTE 6 - STOCKHOLDER TRANSACTIONS

During April through July of 2002, pursuant to the Company's 2002 and 2000 stock
option plans, 230,000, 10,000, and 75,000 common stock options were exercised by
employees at $0.50, $1.45, and $1.50 per share, respectively, for total proceeds
to the Company of $242,000. The exercise of 10,000 shares at $1.45 was initially
accomplished  through the exchange of notes  receivable,  which was subsequently
paid by the employee in 2002.

On April 7, 2003,  the Company  issued  200,000 units for an aggregate  purchase
price of  $350,000.  Each unit  consisted  of one share of common  stock and one
warrant.  Until  April 7, 2005,  each  warrant is  exercisable  for one share of
common stock at an exercise price of $2.50 per share.

On May 1, 2003,  related-party notes receivable were settled in exchange for the
redemption of 280,000 shares of common stock. See note 5.

On December 23, 2003, the Company issued a total of 1,961,600 units at $0.26 per
unit,  or aggregate  proceeds of $510,016.  Each unit  consisted of one share of
common stock, one Class A warrant and one Class B warrant.  The Class A warrants
are  exercisable  on December  23, 2005 for a period of two years at an exercise
price  of  $0.45  per  share  of  common  stock  and the  Class B  warrants  are
exercisable on December 23, 2006 for a period of four years at an exercise price
of $0.75. The Company has the right, in its sole  discretion,  to accelerate the
exercise  date of the warrants,  to decrease the exercise  price of the warrants
and/or extend the expiration date of the warrants.

NOTE 7 - STOCK OPTION PLANS

In  February  2000,  the Company  adopted its 2000 Stock  Option Plan ("the 2000
Plan"). The 2000 Plan provides for the granting of up to 1,750,000 stock options
to key employees,  directors and  consultants,  of common shares of the Company.
Under the 2000 Plan, the granting of incentive and non-qualified  stock options,
exercise prices and terms are determined by the Company's  Option  Committee,  a
committee designated to administer the 2000 Plan by the Board of Directors.  For
incentive  options,  the  exercise  price shall not be less than the fair market
value of the Company's  common stock on the grant date.  (In the case of options
granted to an  employee  who owns stock  possessing  more than 10% of the voting
power of all  classes of the  Company's  stock on the date of grant,  the option
price must not be less than 110% of the fair market value of common stock on the
grant  date.).  Options  granted are not to exceed  terms beyond ten years (five
years in the case of an incentive stock option granted to a holder of 10 percent
of the Company's common stock).

Activity under the 2000 Plan is summarized as follows:
<TABLE>
<CAPTION>
                                                                           Weighted
                                        Available          Options    Average Price
                                        for Grant      Outstanding        Per Share
                                         --------         --------         --------
BALANCE OUTSTANDING,
<S>                                      <C>              <C>             <C>
   December 31, 2001                         --            700,000         $   0.78

Options granted                          (100,000)         100,000         $   1.30
Options cancelled                         100,000         (100,000)        $   1.45
Options exercised                            --           (230,000)        $   0.50
                                         --------         --------         --------

BALANCE OUTSTANDING,
   December 31, 2002                         --            470,000         $   0.88
Options cancelled                          80,000          (80,000)        $   1.03
                                         --------         --------         --------
BALANCE OUTSTANDING,
   December 31, 2003                       80,000          390,000         $   0.85
                                         ========         ========         ========

BALANCE EXERCISABLE

December 31, 2003                         315,000                          $   0.74
December 31, 2002                         325,000                          $   0.70
</TABLE>

During 2001,  the Company  adopted its 2002 Stock Option Plan ("the 2002 Plan").
The 2002 Plan provides for the granting of up to an additional  1,750,000  stock
options to key  employees,  directors and  consultants,  of common shares of the
Company.  Under the 2002 Plan, the granting of incentive and non-qualified stock
options,  exercise  prices  and terms are  determined  by the  Company's  Option
Committee,  a committee  designated to administer  the 2002 Plan by the Board of
Directors.  For incentive options, the exercise price shall not be less than the
fair market value of the Company's  common stock on the grant date. (In the case
of options granted to an employee who owns stock possessing more than 10% of the
voting  power of all classes of the  Company's  stock on the date of grant,  the
option price must not be less than 110% of the fair market value of common stock
on the grant  date.).  Options  granted are not to exceed terms beyond ten years
(five years in the case of an incentive  stock option  granted to a holder of 10
percent of the Company's common stock).

Activity under the 2002 Plan is summarized as follows:
<TABLE>
<CAPTION>
                                                                           Weighted
                                            Available         Options Average Price
                                            for Grant     Outstanding     Per Share
                                           ----------      ----------      --------

Initial shares reserved,
<S>                                         <C>            <C>             <C>
   January 2002                             1,750,000            --        $  --
Options granted                              (330,000)        330,000      $   0.80
Options exercised                                --           (85,000)     $   1.49
                                           ----------      ----------      --------

BALANCE OUTSTANDING,
   December 31, 2002 and 2003               1,420,000         245,000      $   0.57
                                           ==========      ==========      ========
BALANCE EXERCISABLE

December 31, 2002 and 2003                                    235,000      $   0.53
                                                           ==========      ========
</TABLE>

The  following  table   summarizes   information   concerning   outstanding  and
exercisable  common stock  options under the 2000 and 2002 Plans at December 31,
2003:
<TABLE>
<CAPTION>
     Remaining            Weighted-                                             Number            Weighted-
     Range of             Number of         Contractual       Average         of Options          Average
     Exercise              Options            Life            Exercise          Currently         Exercise
      Prices             Outstanding       (in Years)          Price          Exercisable         Price
--------------------    --------------    --------------    --------------    --------------    --------------

<S>                     <C>               <C>               <C>               <C>               <C>
   $0.50 - $0.60              480,000              7.74     $      0.55              480,000     $      0.55
   $1.30 - $1.45              155,000              8.59     $      1.33               70,000     $      1.38
</TABLE>

NOTE 8 - WARRANTS

                                                                    Warrants
                                                                  ------------
BALANCE,  December 31, 2001 and 2002                                     --

Warrants granted                                                     4,123,200
                                                                  ------------
BALANCE,  December 31, 2003                                          4,123,200
                                                                  ============

The following table lists the common share warrants  outstanding at December 31,
2003. Each warrant is exchangeable for one common share.

                              Exercise
  Quantity                       Price                             Expiry
-------------                   ------                            --------
  200,000                       $2.50                          April 7, 2005
1,961,600                       $0.45                          December 23, 2007
1,961,600                       $0.75                          December 23, 2010
--------------------------------------------------------------------------------
4,123,200
================================================================================

At December 31, 2003, only the warrants expiring in April 2005 were exercisable.

NOTE 9 - PROVISION FOR INCOME TAXES

The provision for income taxes consists of the following:

                                                           2003            2002
                                                      ---------       ---------
Current:
    U.S. net operating loss carryback                      --           (50,240)
                                                      ---------       ---------
                                                      $    --         $ (50,240)
                                                      ---------       ---------
Deferred:
    U.S                                                (380,895)       (216,237)
    Increase in valuation allowance                     380,895         352,105
                                                      ---------       ---------
                                                           --           135,868
                                                      ---------       ---------
            Provision for income taxes                $    --         $  85,629
                                                      =========       =========

The tax  effects  of  temporary  differences  that  give  rise to the  Company's
deferred tax assets are as follows:

                                                          2003              2002
                                                     ---------         ---------
Deferred tax assets (liabilities):
   Net operating loss carryforwards                  $ 467,000        $ 264,833
   Office equipment                                     22,000           (7,387)
   Databases and domain names                          211,000           94,659
   Capital loss carryforwards                           33,000             --
                                                     ---------         ---------

                                                       733,000          352,105
Valuation allowance                                   (733,000)        (352,105)
                                                     ---------         ---------

Net deferred tax asset                               $    --          $    --
                                                     =========        =========





<PAGE>



The exercise of nonqualified  stock options in 2002 resulted in the recording of
additional paid-in capital of $90,321 and recognition of an additional $90,321of
deferred tax assets  related to a net operating  loss  carryforward.  No options
were exercised in 2003 requiring an income tax effect to be assessed.

As of December 31, 2003,  the Company had  available  to offset  future  taxable
income, net Canadian  operating loss carryforwards of approximately  $1,300,000.
The carryforwards will begin expiring in 2009 unless utilized in earlier years.

The Company evaluates its valuation  allowance  requirements  based on projected
future  operations.  When  circumstances  change  and this  causes  a change  in
management's  judgement  about the  recoverability  of deferred tax assets,  the
impact of the change on the valuation allowance is reflected in current income.

The  provision  for income  taxes from  continuing  operations  differs from the
amount of income tax  determined  by  applying  the  applicable  U.S.  statutory
federal  income  tax  rate  to  pretax  income  as a  result  of  the  following
differences:

                                                                   2003     2002
                                                                   ----     ----

Statutory federal income tax rate                                 (34%)    (34%)
Change in valuation allowance                                       37       43
Other                                                               (3)       1
                                                                   ---      ---

                                                                    0%       10%
                                                                  ===       ===


<PAGE>

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Lease  commitments  - The Company  leases  office space in  Abbotsford,  British
Columbia, with
monthly  payments of  approximately  $1,350.  The  Abbotsford  lease  expired in
February  2004.  The  Company  currently  pays  the  rent  for its  office  on a
month-to-month  basis. Total rent expense under the above leases was $21,623 and
$ 30,429 for the years ended December 31, 2003 and 2002, respectively.

Management  fees - The Company pays management fees for the services of its vice
president at the rate of $5,000  (including  Canadian  Goods and Services Tax of
7%) a month.  Compensation  of $56,074 and $47,710 for the years ended  December
31, 2003 and 2002,  has been  recorded as  management  fees in the  accompanying
financial statements.

NOTE 11 - SALES ACTIVITY

The Company's sales are distributed geographically as follows:

                                           2003                       2002
                                        ----------                 ----------

United States                           $    5,000                 $  392,730
Canada                                        --                       37,510
                                        ----------                 ----------

                                        $    5,000                 $  430,240
                                        ==========                 ==========

During  2003,  the  Company had one sale for $5,000  representing  100% of total
revenues.  During 2002, the Company had one sale for $225,000,  which was 52% of
total revenues.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

As of  April  30,  2003,  BDO  Dunwoody  LLP was  engaged  as the new  principal
independent accountants for Stratabase (the "Registrant").  Within five business
days thereafter, the Registrant dismissed the Registrant's principal independent
accountants,  Moss Adams LLP, which action was  recommended  and approved by the
Registrant's  Board of Directors.  The report of Moss Adams LLP on the financial
statements  for either of the fiscal  years  ended  December  31,  2002 and 2001
contained no adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty,  scope or accounting principles. In addition, during
Registrant's two most recent fiscal years and through April 30, 2003, there were
no disagreements with Moss Adams LLP on any matters of accounting  principles or
practices, financial statement disclosure or auditing scope or procedures; which
disagreements,  if not resolved to the satisfaction of Moss Adams LLP would have
caused that firm to make reference in connection with its reports to the subject
matter  of  the  agreements  or  a  reportable  event.  Although  the  financial
statements  audited  by Moss  Adams LLP for the year  ended  December  31,  2002
contained a an  explanatory  paragraph  pertaining to the  Company's  ability to
continue  as a going  concern,  such  financial  statements  did not contain any
adjustment that might result from the uncertainty stated therein.

As of  April  30,  2003,  BDO  Dunwoody  LLP was  engaged  as the new  principal
independent accountants. The appointment of BDO Dunwoody LLP was recommended and
approved by the  Registrant's  Board of Directors.  During the  Registrant's two
most recent  fiscal  years,  the  Registrant  did not consult BDO  Dunwoody  LLP
regarding  either (i) the  application  of accounting  principles to a specified
transaction,  either  completed or proposed;  or the type of audit  opinion that
might be rendered on  Registrant's  financial  statements,  and either a written
report or oral advice was  provided to the  Registrant  by BDO Dunwoody LLP that
BDO Dunwoody LLP concluded was an important factor  considered by the Registrant
in reaching a decision as to the  accounting,  auditing or  financial  reporting
issue;  or (ii) any matter  that was either the subject of a  "disagreement"  or
event identified in response to paragraph (a)(1)(iv) of Item 304, as those terms
are used in Item 304(a)(1)(iv) of Regulation S-B and the related instructions to
Item 304 of Regulation S-B.

We filed an 8-K in respect to this change on May 14, 2003.

Item 8A. Controls and Procedures.

As required  by Rule  13a-15  under the  Exchange  Act, as at December  31, 2003
(being the end of the period  covered by this annual  report on Form  10-KSB) we
have carried out an evaluation of the  effectiveness of the design and operation
of our company's disclosure controls and procedures. This evaluation was carried
out under the  supervision  and with the  participation  of our company's  chief
executive  officer.  Based upon that  evaluation,  our company's chief executive
officer  concluded  that our company's  disclosure  controls and  procedures are
effective.  There have been no  significant  changes in our  company's  internal
controls or in other factors, which could significantly affect internal controls
during our most recent fiscal quarter.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that  information  required to be disclosed in our  company's
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information  required to be disclosed in our  company's  reports filed under the
Exchange Act is  accumulated  and  communicated  to  management,  including  our
company's chief  executive  officer as  appropriate,  to allow timely  decisions
regarding required disclosure.

                                    PART III

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

Set forth below is certain  information  concerning each person who served as an
executive  officer  during the year ended  December  31, 2003 or is  presently a
director of the  Company.  All officers  and  directors  hold office until their
respective  successors  are  elected  and  qualified,  or  until  their  earlier
resignation  or  removal.  There  are no family  relationships  among any of our
directors or executive officers.

The  following  sets  forth the names and ages of our  directors  and  executive
officers:
<TABLE>
<CAPTION>
Name                                Age        Position


<S>                                 <C>        <C>
Trevor Newton                       35         President, Secretary, Treasurer, Chairman of the Board,
                                               Chief Operating and Executive Officer

Fred Coombes                        51         Vice  President of Corporate Development and Director

Scott Praill                        38         Director
</TABLE>

TREVOR NEWTON,  since our incorporation to the present,  has been our President,
Secretary,  Treasurer  and Chief  Executive and  Operating  Officer.  Mr. Newton
oversees all aspects of operations and business development for the company. Mr.
Newton  graduated from Simon Fraser  University in 1993 with a Masters Degree in
Economics,  and from the  University  of  Victoria  in 1991 with a  Bachelor  of
Science degree in Economics.  From 1994 to 1995 Mr. Newton taught  Economics and
Statistics at the University  College of Fraser  Valley,  and from February 1996
until  October  1996,  Mr.  Newton  was  a  registered   representative  with  a
broker-dealer.  From  October  1996 until  1999,  Mr.  Newton was  employed at a
company which ran a financial website published financial  information,  such as
stock  quotes  and  news,  to its  users  24 hours a day.  His  responsibilities
included  the   overseeing  of  operations   such  as   programming,   technical
infrastructure and marketing.

FRED COOMBES,  since our inception to the present, has been one of our Directors
and since  January 20,  1999,  to the present our  Vice-President  of  Corporate
Development.  Since  1987 to the  present,  Mr.  Coombes  has also  acted as the
President of Co-ab  Marketing,  Ltd., an investor and corporate  relations firm.
[Presently, he devotes himself fulltime to our affairs.]

SCOTT PRAILL has served on our Board of Directors since October 2002. Mr. Praill
is a financial  professional who has been employed by leading  companies such as
Placer  Dome  and  Westcoast  Energy,  and was a  Senior  Accountant  for  Price
Waterhouse,  where his  responsibilities  included  the  planning  of  financial
statement audits and ensuring Canadian and U.S. GAAP compliance. His duties have
also included assessment of adequate financial statement  disclosure;  preparing
and reviewing financial information including pro-forma financial statements for
prospectuses,  information  circulars and other  offering  documents  related to
acquisitions, mergers and the issuance of debt and equity securities; evaluating
public company operating results through financial statement and financial ratio
analysis; and reviewing financial internal control systems and preparing reports
for  presentation  to audit  committees and boards of directors.  Mr. Praill has
extensive  experience in public company financial reporting including compliance
with Canadian and U.S. securities exchange  requirements and the preparation and
review of financial statements.  Until October 2003, Mr. Praill was the director
of  finance  for   Inflazyme   Pharmaceuticals.   Mr.   Praill  is  currently  a
self-employed  financial  consultant.   Mr.  Praill  has  earned  the  following
designations:  Chartered  Accountant (BC,  1996),  Certified  Public  Accountant
(Illinois,  2001),  and a Bachelor of Science  Degree (Simon Fraser  University,
1989).

None of our  directors  holds any  directorships  in  companies  with a class of
securities  registered  pursuant to Section 12 of the Securities Exchange Act or
subject  to the  requirements  of  Section  15(d)  of  such  Act or any  company
registered as an investment company under the Investment Company Act of 1940, as
amended.

During the 2003 fiscal year, we paid a salary of $90,000 for the services of Mr.
Trevor Newton, the President,  Chief Executive Officer, Secretary and Treasurer,
and fees of $56,074 for the services of Mr. Fred Coombes,  the Vice President of
Corporate Development.

Our  Directors  have been  elected  to serve  until the next  annual  meeting of
stockholders and until their  successor(s)  have been elected and qualified,  or
until death, resignation or removal.

Meetings and Committees of the Board of Directors

Our Board of Directors  conducts its business  through meetings of the Board and
through activities of its committees.  During the fiscal year ended December 31,
2003,  the Board of  Directors  held no regular  meetings  and took 4 actions by
unanimous written consent.

The Board of Directors has established an Audit Committee.  Mr. Praill, the sole
member of the Audit  Committee,  is the audit committee  financial  expert.  The
Audit Committee recommends  engagement of the company's independent auditors, is
primarily  responsible  for  approving the services  perform by the  independent
auditors and for reviewing and  evaluating  our  accounting  principles  and its
system  of  internal  accounting  controls  and has  general  responsibility  in
connection with related matters.

The Board has established an Option Committee and a Compensation Committee, each
consisting of Messrs.  Newton and Coombes.  The Option Committee  recommends and
grants options to individuals under the option plans adopted by the company. The
Compensation  Committee  recommends and grants  compensation  to individuals who
work for the company.

The Board  does not have a  nominating  committee,  the  functions  of which are
performed by the Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section  16(a) of the Exchange Act requires the  Company's  executive  officers,
directors and persons who  beneficially  own more than 10% of a registered class
of the Company's equity  securities to file with the Commission  initial reports
of  ownership  and  reports of changes in  ownership  of Common  Stock and other
equity  securities  of the  Company.  Such  persons are  required by  Commission
regulations  to furnish the Company with copies of all Section  16(a) forms they
filed.

We are not aware of any instances in fiscal year 2003 when an executive officer,
director  or  owners of more than 10% of the  outstanding  shares of our  common
stock failed to comply with the reporting  requirements  of Section 16(a) of the
Securities  Exchange Act of 1934,  other than the Form 4s which should have been
filed by our directors Trevor Newton and Fred Coombes.

Code of Ethics

-    the  Company has  adopted a code of ethics  that  applies to its  principal
     executive  officer,   principal  financial  officer,  principal  accounting
     officer  or  controller,  or  persons  performing  similar  functions.  For
     purposes of this Item, the term code of ethics means written standards that
     are reasonably designed to deter wrongdoing and to promote:
-    honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;
-    full, fair, accurate,  timely, and understandable disclosure in reports and
     documents  that the issuer files with, or submits to, the Commission and in
     other  public   communications  made  by  the  issuer;
-    compliance with applicable governmental laws, rules and regulations;
-    the prompt  internal  reporting of  violations  of the code to the board of
     directors or another  appropriate  person or persons;  and
-    accountability for adherence to the code.

The Company  hereby  undertakes to provide to any person  without  charge,  upon
request,  a copy of such code of ethics.  Such request may be made in writing to
the board of directors at the address of the issuer.

Item 10. Executive Compensation.

The following table sets forth  information with respect to compensation we paid
for the years ended  December  31, 2003,  2002 and 2001,  for services of Trevor
Newton,  our Chairman,  President,  Chief  Executive  Officer,  Chief  Operating
Officer,  Secretary and  Treasurer.  We have not paid any  executive  officer in
excess of $100,000  (including  salaries  and  benefits)  during the years ended
December 31, 2003, 2002 or 2001.

Summary of Annual Compensation
<TABLE>
<CAPTION>
                                                      SUMMARY COMPENSATION TABLE
                                         Annual Compensation                 Long Term Compensation
                                                                             Awards                           Payouts
Name and Principal                 Year  Salary       Bonus       Other      Securities       Restricted      LTIP         All Other
Position                                 (US$)        (US$)       Annual     Underlying       Shares or       Payouts      Compen-
                                                                  Compen-    Options/         Restricted      (US$)        sation
                                                                  sation     SARs             Share
                                                                  (US$)      Granted          Units
<S>                                <C>   <C>          <C>         <C>        <C>              <C>             <C>          <C>
Trevor Newton                      2003  $90,000      N/A         N/A        N/A              N/A             N/A          N/A
Chief Executive Officer, Chief     2002  $75,000      N/A         N/A        N/A              N/A             N/A          N/A
Operating Officer, Secretary,      2001  $60,000      N/A         N/A        225,000          N/A             N/A          N/A
Treasurer
</TABLE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)
<TABLE>
<CAPTION>
----------------------------- -------------------------- -------------------- --------------- ------------------------
                                Number Of Securities      Percent Of Total
                               Underlying Options/SARs      Options/SARs
                                     Granted (#)             Granted To        Exercise or
                                         (b)                Employees In        Base Price
            Name                                             Fiscal Year          ($/Sh)          Expiration Date
            (a)                                                  (c)               (d)                  (e)
----------------------------- -------------------------- -------------------- --------------- ------------------------
<S>                           <C>                        <C>                  <C>             <C>
Trevor Newton, President,
Secretary, Treasurer,
Chairman of the Board of
Directors, Chief Operating              None                    None               None                None
and Executive Officer
----------------------------- -------------------------- -------------------- --------------- ------------------------
</TABLE>


               AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTIONS/SAR VALUES
<TABLE>
<CAPTION>
------------------------------------ ------------------- -------------------- -------------------- -------------------
                                                                                   Number Of
                                                                                  Unexercised           Value Of
                                                                                  Securities          Unexercised
                                                                                  Underlying          In-The-Money
                                                                                Options/SARs At      Options/SARs At
                                      Shares Acquired                             FY-End (#)           FY-End ($)
                                        On Exercise        Value Realized        Exercisable/         Exercisable/
               Name                         (#)                  ($)             Unexercisable       Unexercisable
                (a)                         (b)                  (c)                  (d)                (e)(1)
------------------------------------ ------------------- -------------------- -------------------- -------------------
<S>                                  <C>                 <C>                  <C>                  <C>
Trevor Newton, President,
Secretary, Treasurer, Chairman of
the Board of Directors, Chief               None                None               225,000/0              $0/0
Operating and Executive Officer
------------------------------------ ------------------- -------------------- -------------------- -------------------
</TABLE>

(1) The closing bid price of our common stock on December 31, 2003 was $0.45 and
accordingly the unexercised options at December 31, 2003 had no value.

We  have  no  employment  agreements  with  any of  our  executive  officers  or
employees.

During the 2003 fiscal year, we paid a salary of $90,000 for the services of Mr.
Trevor Newton, the President,  Chief Executive Officer, Secretary and Treasurer,
and fees of $56,074 for the services of Mr. Fred Coombes,  the Vice President of
Corporate Development.

We have no employment or any similar agreements with the foregoing  individuals.
During the 2001  fiscal  year,  we loaned to each of Messrs.  Newton and Coombes
$200,000  and  $175,000,   respectively,   to  exercise  options  held  by  such
individuals.  The notes receivable from each of Messrs.  Newton and Coombes were
non-interest  bearing and were to be paid from the proceeds from the sale of the
stock acquired through the exercise of the stock options. The notes were due and
payable on April 1, 2003. In May 2003, we reached agreement with Messrs.  Newton
and Coombes to settle the  indebtedness  by accepting  150,000  common shares of
Stratabase  as payment in full for Mr.  Newton's  outstanding  note and  130,000
common  shares of the  Company as payment  for Mr.  Coombes'  outstanding  note,
representing a total value of $385,560 as compared to the $375,000 face value of
the notes.  The total value was determined  based on quoted market prices of our
common stock on the redemption  date. The redemption and  cancellation  of these
shares occurred in May 2003. No gain or loss was recognized on the redemption.


Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The following  table lists, as of March 26, 2004, the number of shares of common
stock  beneficially  owned by (i) each  person or  entity  known to us to be the
beneficial owner of more than 5% of our outstanding  common stock;  (ii) each of
our officers  and  directors;  and (iii) all of our officers and  directors as a
group.  Information  relating to  beneficial  ownership  of common  stock by our
principal  stockholders  and management is based upon  information  furnished by
each  person  using  "beneficial  ownership"  concepts  under  the  rules of the
Securities and Exchange Commission.  Under these rules, a person is deemed to be
a  beneficial  owner of a security  if that person has or shares  voting  power,
which  includes  the power to vote or direct  the  voting  of the  security,  or
investment  power,  which includes the power to vote or direct the voting of the
security.  The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire  beneficial  ownership  within 60 days.
Under the Securities and Exchange  Commission rules, more than one person may be
deemed to be a  beneficial  owner of the same  securities,  and a person  may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest.  Unless indicated otherwise,  the address for
each of the person listed below is c/o Stratabase, 34595 3rd Avenue, Abbotsford,
B.C.
V2S 8B7 Canada.

The percentages  below are calculated  based on 9,914,972 shares of common stock
issued  and  outstanding,  plus in the  case of a  person  who has the  right to
acquire  additional  shares within 60 days, any new shares which would be issued
to effect such acquisition.


<PAGE>
<TABLE>
<CAPTION>
      Officers, Directors,
         5% Shareholder                         No. of Shares                 Beneficial Ownership %
        -----------------                       -------------                 ----------------------

<S>                                             <C>              <C>                  <C>
Trevor Newton                                   2,897,400        (1)                  28.57%


Fred Coombes                                      912,300        (2)                   9.20%


Scott Praill

                                                   25,000        (3)               Less than 1%
Y. de Joie                                        876,177        (4)                   8.84%

A. Ramic                                          876,170        (4)                   8.84%

All Directors and executive
officers as a Group (3 persons)*
                                                3,834,700                             37.82%
</TABLE>

----------

(1) Includes  225,000  options to purchase  common stock at a purchase  price of
$0.60 per share, all of which are vested.

(2)  Includes  30,000  shares of common  stock owned by Mr.  Coombes'  children,
Candice Coombes, Mackenzie Coombes and Carley Coombes.

(3) Scott Praill was granted 100,000  options  pursuant to the 2002 Stock Option
Plan to purchase  common stock at a purchase price of $1.30 per share.  Of these
options,  only 25,000 are currently  vested.  The balance of his options vest as
follows:  15,000 on June 23, 2004;  20,000 on December 23, 2004;  20,000 on June
23, 2005 and 20,000 on December 23, 2005.

(4) Does not  include the  warrants  held by each of the above  individuals,  of
which 480,800 are not  exercisable  until  December 23, 2005 and 480,800 are not
exercisable until December 23, 2006.

* These shares are attributed to Trevor Newton, Fred Coombes and Scott Praill.

The persons or entities  named in this table,  based upon the  information  they
have provided to us, have sole voting and  investment  power with respect to all
shares of common stock beneficially owned by them.

Securities Authorized for Issuance under Equity Compensation Plans

We  do  not  have  any  equity  compensation  plan  that  was  approved  by  our
stockholders.

Set forth below is certain  information as of December 31, 2003 regarding equity
compensation plans that have not been approved by our stockholders.

Equity compensation plans not approved by stockholders
<TABLE>
<CAPTION>
       Plan Category              Number of securities to be      Weighted average exercise Number of securities
                                  issued upon exercise of         price of outstanding
                                                                  options,                  remaining available for
                                  outstanding options, warrants                             future issuance
                                  and rights                      warrants and rights
       ----------------------------------------------------------------------------------------------------------------
<S>                               <C>                             <C>                       <C>

       2002 Stock Option Plan
                                  245,000                         $0.57                     1,420,000

       2000 Stock Option Plan     390,000                         $0.85                        80,000

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

       Total                      635,000                         $0.74                     1,500,000
                                  =====================================================================================
</TABLE>

The following discussion describes material terms of grants made pursuant to the
stock option plans:

Pursuant to both Stock Option Plans,  grants of shares can be made to employees,
officers,  directors,  consultants and independent  contractors of non-qualified
stock  options  as well as for the  grant of stock  options  to  employees  that
qualify as incentive  stock options  under  Section 422 of the Internal  Revenue
Code  of  1986  ("Code")  or as  non-qualified  stock  options.  The  Plans  are
administered   by  the  Option   Committee  of  the  Board  of  Directors   (the
"Committee"), which has, subject to specified limitations, the full authority to
grant options and establish  the terms and  conditions  for vesting and exercise
thereof.

Subject to the  foregoing,  the Committee  has broad  discretion to describe the
terms and conditions applicable to options granted under the Plan. The Committee
may at any  time  discontinue  granting  options  under  the  Plan or  otherwise
suspend,  amend or terminate  the Plan and may, with the consent of an optionee,
make such  modification of the terms and conditions of such optionee's option as
the Committee shall deem advisable.

Item 12.  Certain Relationships and Related Transactions

During the 2003 fiscal year, we paid a salary of $90,000 for the services of Mr.
Trevor Newton, the President,  Chief Executive Officer, Secretary and Treasurer,
and fees of $56,074 for the services of Mr. Fred Coombes,  the Vice President of
Corporate Development.

We have no employment or any similar agreements with the foregoing individuals.

During the 2001  fiscal  year,  we loaned to each of Messrs.  Newton and Coombes
$200,000  and  $175,000,   respectively,   to  exercise  options  held  by  such
individuals.  The notes receivable from each of Messrs.  Newton and Coombes were
non-interest  bearing and were to be paid from the proceeds from the sale of the
stock acquired through the exercise of the stock options. The notes were due and
payable on April 1, 2003. In May 2003, we reached agreement with Messrs.  Newton
and Coombes to settle the  indebtedness  by accepting  150,000  common shares of
Stratabase  as payment in full for Mr.  Newton's  outstanding  note and  130,000
common  shares of the  Company as payment  for Mr.  Coombes'  outstanding  note,
representing a total value of $385,560 as compared to the $375,000 face value of
the notes.  The total value was determined  based on quoted market prices of our
common stock on the redemption  date. The redemption and  cancellation  of these
shares occurred in May 2003.

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

         (a) Exhibits to this Report are all  documents  previously  filed which
are  incorporated  herein as exhibits to this Report by  reference  to all other
reports  previously  filed by the Company pursuant to the Securities Act of 1933
and the Securities Exchange Act of 1934.

We are filing the exhibits listed below with this Report:

Exhibit No.                Description

4.1  Form of Class A warrant issued in April 2003

4.2  Form of Class A warrant issued in December 2003

4.3  Form of Class B warrant issued in December 2003

31   Certification required by Rules 13a-14(a) or 15d-14(a)

32   Section 1350 Certifications

(b)  Reports  on Form 8-K.  The  Company  has not filed any  Reports on Form 8-K
during the last quarter of the fiscal year of December 31, 2003.

Item 14.  Principal Accountant Fees and Services.


BDO Dunwoody LLP has served as the Company's  Principal  Accountant  since April
30, 2003. Their pre-approved fees billed to the Company are set forth below:

                                      Fiscal year ending    Fiscal year ending
                                       December 31, 2003    December 31, 2002(1)
                                   ---------------------   --------------------
                                   ---------------------   --------------------
Audit Fees                         $             55,910    $
Audit Related Fees                                  NIL
Tax Fees                                            NIL
All Other Fees                     $                NIL    $


As of December 31, 2003,  the  Company's  Audit  Committee did not have a formal
documented  pre-approval policy for the fees of the principal accountant.  It is
in the process of adopting such a policy.

(1) Our financial  statements  for the year ended December 31, 2002 were audited
by Moss Adams, LLP. We changed  principal  accountants to BDO Dunwoody LLP prior
to completion of our first  quarterly  report in 2003.  Moss Adams LLP were paid
$46,917 in relation to audit services performed for the December 31, 2002 audit.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                                   STRATABASE

                                By         /s/ Trevor Newton
                                           -----------------
                                           Trevor Newton
Dated: March 30,2004                       Chairman, President, Chief Executive
                                           and Operating Officer, Secretary and
                                           Treasurer


                                By         /s/ Fred Coombes
                                           -----------------
                                           Fred Coombes
Dated: March 30,2004                       Vice President of Corporate
                                           Development


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


                           Chairman, President, Chief      Dated: March 30,2004
                           Executive and Operating
                           Officer, Secretary
     /s/ Trevor Newton     and Treasurer
     -----------------     (Principal  Executive Officer and
     Trevor Newton         Principal Financial Officer)


                           Vice President of Corporate
     /s/ Fred Coombes      Development                     Dated: March 30,2004
     -----------------
         Fred Coombes


                           Director
     /s/ Scott Praill                                      Dated: March 30,2004
     -----------------
         Scott Praill