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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2
 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  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-K
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 May 21, 2004,  the
aggregate market value of the voting stock of registrant held by  non-affiliates
was $2,796,925.

     The  registrant  has one  class  of  Common  Stock  with  9,914,972  shares
outstanding as of May 21, 2004.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

     Transitional  Small Business Issuer  Disclosure Format (check one): YES [ ]
NO [X].


<PAGE>



(a) Exhibits.


Exhibit No.                Description

3.1      Registrant's Restated Articles of Incorporation(1)

3.2      By-Laws of Registrant(2)

4.1      Specimen Common Stock Certificate(2)

4.2      Form of Class A warrant issued in April 2003

4.3      Form of Class A warrant issued in December 2003

4.4      Form of Class B warrant issued in December 2003

10.2     Lease with SGS Enterprises(2)

10.3     Internet Business Service Agreement with BCTEL(2)

10.4     Distributor Agreement with COMTEX(2)

10.5     Stock Option Plan(3)

10.6     Internetworking     Services     Agreement    with    Telus    Advanced
         Communications(2)

10.7     Lease Agreement with George P. and Sandra J. Andreasen(2)

10.8     2002 Stock Option Plan(4)

10.9     Promissory Note dated April 1, 2001 from Trevor Newton to Stratabase in
         the principal amount of $200,000

10.10    Promissory Note dated March 26, 2001 from Fred Coombes to Stratabase in
         the principal amount of $175,000

         (1)      Previously filed with the Company's  Information  Statement on
                  May 30, 2001.
         (2)      Previously  filed  with the  Company's  Form SB-2 on August 8,
                  1999.
         (3)      Previously  filed with the  Company's  Form S-8 on January 29,
                  2000.
         (4)      Previously filed with the Company's Form S-8 filed on February
                  12, 2002.




<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: May 28,2004                         Chairman, President, Chief Executive
                                           and Operating Officer, Secretary and
                                           Treasurer


                                By         /s/ Fred Coombes
                                           -----------------
                                           Fred Coombes
Dated: May 28,2004                         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: May 28,2004
                           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: May 28,2004
     -----------------
         Fred Coombes


                           Director
     /s/ Scott Praill                                      Dated: May 28,2004
     -----------------
         Scott Praill