FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                Annual Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934



For the fiscal year ended                        Commission File Number ______
December 31, 1999


                                 STRATABASE.COM

(Exact name of registrant as specified in its charter)



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



         34314 Marshall Road, Suite 203, Abbotsford BC, V2S 1L2, Canada
          -----------------------------------------------------------
                    (Address of principal executive offices)


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

Securities registered pursuant to Section 12(b) of the Act:  None.

Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock, par value $.0025  per share

                                (Title of Class)


<PAGE>

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation SB is not contained herein, and will not 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 revenue for the fiscal year ending December 31, 1999, was $41,813.

As of March 7, 2000,  6,353,772  shares of the  registrant's  Common  Stock were
outstanding.  The registrant's  Common Stock is not currently listed or admitted
for trading on any exchange or over-the-counter market.


<PAGE>


                                 STRATABASE.COM

                                TABLE OF CONTENTS

                                                                            Page

PART I.......................................................................  4
 Item 1.  Business...........................................................  4
 Item 2.  Properties.........................................................  7
 Item 3.  Legal Proceedings..................................................  7
 Item 4.  Submission of Matters to a Vote of Security Holders................  7

PART II......................................................................  7
 Item 5.  Market for Registrant's Common Equity  and Related Security Holder
       Matters...............................................................  7
 Item 6.  Management's Discussion and Analysis of Plan of Operations.........  8
 Item 7.  Financial Statements and Supplementary Data.......................  11
 Item 8.  Changes In and Disagreements with Accountants on Accounting and
       Financial Disclosure.................................................  11
 Item 9.  Directors, Executive Officers and Control Persons; Compliance with
       Section

       16(6) of the Exchange Act............................................  11
 Item 10. Executive Compensation............................................  12
 Item 11. Security Ownership of Certain Beneficial Owners and Management....  14
 Item 12. Certain Relationships and Related Transactions....................  15
 Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.  17
SIGNATURES..................................................................  18



<PAGE>


                                     PART I

Item 1......Business.

We are a development  stage  corporation that incorporated on November 18, 1998,
focusing on providing  direct marketing  information and online  advertising for
corporations seeking to market their goods and services through the internet. We
are  currently  compiling a list from  internet  users for whom we provide  free
services such as: internet based news,  newsletters and video. In return for the
free  services,  we will  attempt to obtain the  consent  of  internet  users to
receive corporate advertisements. Their personal information (including name and
e-mail  address) will become part of our user  database.  We recently  engaged a
leading  distributor  of news to provide  some of the news content and began the
creation  of a free news web site for  internet  users.  Finally,  we have begun
development of our direct marketing web site from which  advertisers will engage
in on-line advertising.

Our objective is to become one of the internet's  leading  direct  marketers and
providers  of  internet  services  to small  businesses.  The key element of our
strategy is the compiling of databases of marketing  information  about internet
users.  To compile the  database,  we will  provide  free  information  and free
services, such as internet-based news, newsletters and videos, to internet users
in return for their personal information such as names and e-mail addresses. The
free news will be supplied  Usenet and  delivered to users  through the web. The
free  newsletters,  the free  videos  and the free  informational  items such as
special  reports on various  topics of  interest  to users will be  supplied  by
advertisers  and  paid  for  out of  the  proceeds  from  our  direct  marketing
campaigns.

The users  receiving  the free  services  will be asked to consent to the use of
their personal  information  for direct  marketing  purposes.  We believe we can
develop large  databases of information  about internet  users  including  their
interests and various  demographic  information which would be of great value to
advertisers.  Using our compiled  database,  we then intend to conduct  internet
based direct marketing  programs on behalf of advertisers.  The direct marketing
will consist of presenting  online  advertisements  to users in our database who
have consented to receive specific  information about products and services.  If
the users are  interested in the  advertisements  present to them,  they will be
asked to respond to the  advertisers  by e-mail.  Our primary source of revenues
will be the fees charged to  advertisers  for providing  these direct  marketing
services.

As an additional  source of revenue,  we are also  developing  our capability to
provide internet  related  services to small businesses which are  independently
owned and  operated  and which are not  dominant  in their  field of  operation.
Services to small businesses include:

      designing website,
      updating and maintaining their website;
      producing  and editing  informational  or  advertising  video  tapes;  and
      hosting their website on our servers for accessing by internet users.


<PAGE>



For the period from  November 18,  1998,  through the  present,  our  activities
related  primarily to the recruitment of independent  contractors and suppliers,
and the establishment of our organizational and technical infrastructure. As our
business  develops,  we expect revenues to come partly from sales of advertising
and direct  marketing  opportunities on our websites and partly from the sale of
internet services to small businesses.

Our Industry

The internet is a rapidly  growing  global  computer  network for collecting and
exchanging  information,  communicating,  and conducting business. The growth of
this computer network is driven by inexpensive web access,  inexpensive  website
production costs, and businesses wishing to capitalize on the potential revenues
which may result from effective advertising.

Effective internet  advertising requires the targeting of specific audiences who
consent to be the recipients of specific information about products.

We intend to conduct  direct  marketing to only those users in our databases who
have expressly  consented to receive  specific  information  about products from
advertisers. The internet allows advertisers to target specific audiences, based
on their personal  information  and  interests.  The  effectiveness  of internet
advertising  efforts can be monitored by the number of times an ad is viewed and
counting  the number of people who respond to the ad. We believe  that  internet
advertising  will become  more  effective  as more  personal  information  about
internet  users is  gathered.  We also  believe  that the  problem  to date with
internet  advertising is that there are very few companies who understand how to
conduct effective online direct marketing  programs for advertisers.  We believe
that our strategy of first compiling a database of internet users who consent to
the  receipt of  specific  information  from  advertisers  is  essential  to the
development  of an  effective  direct  marketing  programs for  advertisers.  By
marketing to users who have requested  specific marketing  information,  we will
deliver quality marketing  information and programs to our advertisers  targeted
at specific  audiences.  In this way, we enhance the effectiveness of our direct
marketing programs.

Internet users demand quality information and service.

A vast amount of  information  is being added to the internet  every day and the
quality  of this  information  is  often  low.  We  believe  that  high  quality
information  will have a high perceived  value to internet  users.  By providing
this  information  free of  charge,  we  believe  internet  users  will  have an
incentive to access it, and voluntarily provide their personal  information such
as names and email addresses.  This  information,  in turn, can then be added to
our databases  ultimately to be used to conduct direct  marketing  programs.  We
also  believe  that we can provide  free  services to  internet  users,  such as
information delivery via e-mail, in return for users' personal information.


<PAGE>



Small businesses demand quality web services.

Our management  believes that as the web expands and develops,  there will be an
increasing  number of small  businesses  who require web  services be they video
production for the web,  website  design,  or website  hosting.  We believe that
there is  substantial  demand  for these  services,  and that such  demand  will
continue to grow in the coming years as more and more small  businesses  seek to
develop a presence on the web for themselves.

Regulation

Several federal and state statutes prohibit the transmission of certain types of
indecent,  obscene or offensive content over the internet to certain persons. In
addition,  pending  legislation  seeks to ban internet  gambling and federal and
state  officials  have taken action  against  businesses  that operate  internet
gambling  activities.  An overly broad  interpretation  and enforcement of these
statutes and  initiatives,  may result in limitations on the type of content and
advertisements  available  on  Stratabase.com.  Present  or  future  legislation
regulating  online  content  could  dampen the growth in the use of the internet
generally  and decrease the  acceptance  of the internet as an  advertising  and
e-commerce  medium.  This could have a material  adverse effect on our business,
results of operations and financial condition.

We have no intention of running  pornography or gambling sites. The relevance of
this disclosure is that we run computer  servers which internet users can use to
conduct  realtime  chat or to post  messages in order to  communicate  with each
other.  On occasion,  internet users have been known to abuse these services and
post  messages  of an  adult  or  obscene  nature  (this  happens  on AOL  quite
frequently).  These  users  could leave us in a  potentially  damaging  position
because the objectionable  content would be physically  residing on our computer
servers,  and if the  content  were of a  regulated  nature,  we could be deemed
responsible. We intend to do everything that we reasonably can to ensure such an
event does not transpire.

Employees

As of December 31, 1999, we had two employees.  Mr. Trevor Newton, Chairman of
the Board, President,  Secretary, Treasurer and CEO and Mr. Fred Coombes, Vice
President  of  Corporate  Development  and a Director.  Only Mr.  Newton has a
management agreement and is devoting his full-time efforts to the company.

Currently,  the  Company  retains  the  services,  on an  as  needed  basis,  of
independent  contractors and/or outside  consultants.  We will retain additional
full-time employees when considered cost effective to do so.


<PAGE>


Mr. Newton oversees the technical and marketing  sides of the business,  and the
tasks  themselves  are  generally  carried out by  independent  contractors  and
outside  consultants as much as possible.  However,  we understand  that in some
instances it will be more cost  effective  to hire  full-time  employees  should
suitable candidates be found. We will hire full-time employees when appropriate.
In all  instances,  Mr.  Newton  will  continue  to  oversee  any and all of our
contractors,  consultants,  and  employees.  Additionally,  he will  oversee all
aspects of operations including technical development and marketing.

Item 2......Properties.

We do not own any real property.  Our offices are  approximately 750 square feet
located at 34314 Marshall Road, Suite 203, Abbotsford, B.C., V2S1L2, Canada. The
office is leased for one year which commences on March 1, 2000. The monthly rent
is  approximately  $660. We believe that the facilities will be adequate for the
foreseeable future.

Item 3......Legal Proceedings.

We are not involved in any material pending litigation,  nor are we aware of any
material pending or contemplated  proceedings against us. We know of no material
legal proceedings pending or threatened, or judgments entered against any of our
Directors or Officers in his 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, 1999.


<PAGE>



                                     PART II

Item 5. Market for  Registrant's  Common Equity and Related  Security  Holder
        Matters.


On November  18,  1999,  we  commenced a public  offering of 800,000  units at a
purchase  price of $.50 per  unit.  Each unit  consisted  of one share of Common
Stock,  one Class A Warrant,  one Class B Warrant and one Class C Warrant.  Each
Class A Warrant is exercisable for one share of Common Stock at $1, each Class B
Warrant  is  exercisable  for one share of Common  Stock at $3 and each  Class C
Warrant is  exercisable  for one share of Common Stock at $5, for periods of six
months,  12 months and 18 months  respectively,  commencing with the date of the
prospectus  related  thereto.  All 800,000 units were sold, and the offering was
closed on February 7, 2000.

There is currently no public  market for the Company's  Common Stock.  We are in
the process of applying for listing on the Nasdaq Stock Market,  Inc.,  Over the
Counter Bulletin Board. There were approximately 87 shareholders of record as of
March 7, 2000.

Item 6. Management's Discussion and Analysis of Plan of Operations.

We are in the  development  stage  and  have  generated  insignificant  revenues
related  primarily  to  website  development  projects  since our  inception  to
December 31, 1999, and have incurred  primarily only startup and  organizational
expenses.  Accordingly,  our financial  results,  from inception to December 31,
1999, are not meaningful as an indication of future operations.

We are presently  engaged in the development of free services for internet users
(such as  internet  based  news,  newsletters,  and videos) in return for users'
personal  information.  We will then  compile  lists of users from which we will
conduct  internet  based  direct  marketing  programs on behalf of  advertisers.
Concerning the free services for internet users:

     The  news we provide will be supplied by Usenet.  The newsfeed  consists of
          business  news,  financial  news,  current  events,  and various other
          topics of interest to users.

     The  newsletters we intend to provide have not yet been  developed,  nor do
          we know precisely what topics the newsletters will cover. We intend to
          determine these topics during the first quarter of 2000.

     The  newsletters will be written by outside  contractors.  A portion of the
          proceeds from our direct  marketing  campaigns for advertisers will be
          used to pay the fees of these outside consultants.

     The  subject  matter of the videos has not been  determined  but will cover
          the same topics as the newsletters and will be determined in the first
          quarter of 2000.

     The  videos  will  be  produced  using  our own  video  facility  which  is
          currently in place.  The  information  contained in the videos will be
          presented interview style by outside contractors and script writers.

     The  proceeds of the  advertising  campaigns  we carry out for  advertisers
          will be used to pay the fees of the  outside  contractors  and  script
          writers.

We are also developing our  capabilities to provide internet related services to
small businesses. These services include video taping and editing and designing,
maintaining and hosting those website.


<PAGE>


For the period from our  incorporation on November 18, 1998 through December 31,
1999,  our  activities  related  primarily  to the  recruitment  of  independent
contractors and suppliers, and the establishment of organizational and technical
infrastructure.  As our business  develops,  we anticipate that revenues will be
derived partly from the sale of advertising and direct  marketing  opportunities
on our website and partly from the sale of our online video  production  and web
services.  Further into our development,  it is anticipated that e-commerce will
play an  increasing  revenue  role.  E-commerce  revenues  will likely come from
revenue  sharing  agreements  with merchants whose sites are affiliated with our
websites that are now being developed.  Any revenues that we derive from revenue
sharing  arrangements  will be  recognized  by us  upon  notification  from  our
e-commerce merchant partners of sales attributable to our websites.

The expected significant costs related to our operation will be the purchase of:

      hardware;
      software;
      a bandwidth  fiber optic line;  data  acquisition  costs;  human  resource
      costs; and advertising and market costs.

Our liquidity and capital resources

From inception  through December 31, 1999, we received  $236,609 in net proceeds
from an investor and our founders. As of December 31, 1999, we had approximately
$5,000 in cash and cash  equivalents.  To date, we show negative cash flows.  We
expect  losses  from  operations  and  negative  cash flow to  continue  for the
foreseeable  future.  If our revenues,  and our spending levels are not adjusted
accordingly,  we may not generate sufficient revenues to achieve  profitability.
Even  if  we  achieve  profitability,  we  may  not  sustain  or  increase  such
profitability on a quarterly or annual basis in the future.

As the result of a public  offering of the  Company's  Common Stock and Purchase
Warrants,  the Company realized proceeds of $400,000  subsequent to December 31,
1999. Such proceeds were released from escrow to the Company upon closing of the
offering  on February 7, 2000.  We may need to raise  additional  capital in the
future  in order to fund  more  rapid  expansion,  to  develop  new or  enhanced
services,  to  respond to  competitive  pressures  or to  acquire  complementary
businesses, technologies or services.

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 exercise of the warrants,  then existing
stockholders will experience dilution of their ownership interest. If additional
funds are raised by our issuance of debt or other equity instruments,  we may be
subject  to  certain  limitations  on  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 our  expansion,  take  advantage of
acquisition opportunities, develop or enhance services or respond to competitive
pressures.

Impact of the Year 2000 issues

Many currently  installed  computer  systems and software  products are coded to
accept or recognize only two digit entries in the date code field. These systems
may recognize a date using "00" as the year 1900 rather than the year 2000. As a
result, computer systems and/or software used by many companies and governmental
agencies may need to be upgraded to comply with such Year 2000  requirements  or
may risk  system  failure  or  miscalculations  causing  disruptions  of  normal
business activities.

We do not possess the  information  necessary to estimate the potential costs of
addressing year 2000 issues.

To date, we have not incurred any material  costs in  identifying  or evaluating
Year 2000  compliance  issues.  At this time, we do not possess the  information
necessary  to estimate the  potential  costs of  unanticipated  revisions to our
software  should such  revisions be required or the  replacement  of third-party
software,  hardware  or  services  that  are  determined  not  to be  Year  2000
compliant.  Although we do not  anticipate  that such expenses will be material,
such expenses, if higher than anticipated,  could have a material adverse effect
on our business, results of operations and financial condition.

We are not  aware of any  year  2000  compliance  problems  relating  to our own
software or systems.

We are not currently aware of any Year 2000 compliance  problems relating to our
software or systems that would have a material  adverse  effect on our business,
results of operations and financial  condition,  without taking into account our
efforts to avoid or fix any problems. There can be no assurance that we will not
discover  Year 2000  compliance  problems  in our  software  that  will  require
substantial  revisions or replacements.  In addition,  there can be no assurance
that third-party  software,  hardware, or services incorporated into our systems
will not need to be revised  or  replaced,  which  could be time  consuming  and
expensive.  Our  failure to fix our  software  or to fix or replace  third-party
software,  hardware or services on a timely basis could result in lost revenues,
increased operating costs and other business  interruptions,  any of which could
have a  material  adverse  effect on our  business,  results of  operations  and
financial  condition.   Moreover,   failure  to  adequately  address  Year  2000
compliance  issues  in our  software  and  systems  could  result  in  claims of
mismanagement,  misrepresentation  or breach of contract and related litigation,
which could be costly and time consuming to defend. In addition, there can be no
assurance  that  governmental  agencies,  utility  companies,   internet  access
companies,  third-party service providers and others outside our control will be
Year 2000  compliant.  The failure by such  entities  to be Year 2000  compliant
could  result in a  systematic  failure  beyond our  control,  such as prolonged
internet,  telecommunications  or electrical failure. That type of failure could
prevent us from  delivering  our  services,  decrease the use of the internet or
prevent  users from  accessing  our  websites any of which would have a material
adverse effect on our business, results of operations and financial condition.

Item 7......Financial Statements and Supplementary Data.

The  financial  statements  listed in the  accompanying  Index at Item 13(a) are
filed as a part of this report.

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

            None.

Item 9......Directors, Executive Officers and Control Persons; Compliance
            with Section 16(6) of the Exchange Act.

The  following  sets  forth the names and ages of our  directors  and  executive
officers.

Name  ............                  Age         Position

Trevor Newton.....                  30          President, Secretary, Treasurer,
                                                Chairman of the Board of
                                                Directors, Chief Operating and
                                                Operating     and    Executive
                                                Officer

Fred Coombes......                  46          Vice     President    of
                                                Corporate
                                                Development and Director

John Tarves.......                  45          Director

TREVOR NEWTON,  since our  incorporation  to the present has been our President,
secretary,  treasurer,  Chairman of the Board of Directors,  Chief Operating and
Executive Officer.  From June, 1993 through August 1994, Mr. Newton was employed
as a  Statistical  Analyst with the British  Columbia Gas Co.  Thereafter,  from
August 1994 until December  1995, Mr. Newton taught  Economics and Statistics at
the University College of Fraser Valley.  From February 1996 until October 1996,
Mr. Newton was a registered  representative with Global Resource  Investment,  a
broker-dealer located in Southern California.  From October 1996 until September
1999,  Mr.  Newton was  employed  in various  capacities  at  Stockscape.com,  a
publicly  traded producer of a financial  website which has published  dozens of
financial newsletters and delivered financial information,  such as stock quotes
and  news,  to its  users 24 hours a day.  His  responsibilities  at  Stockscape
included  the  overseeing  of all  aspects of  operations  such as  programming,
content development, 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 and
since  October 1995 as President  and Director of Yuma Copper  Corp.,  a mineral
exploration  firm.  In  addition,  Mr.  Coombes has been  retained as an outside
investor relations  consultant to the NBG Radio Network.  Presently,  he devotes
minimal time to our affairs. Mr. Coombes, who plans on continuing with his other
outside  responsibilities,  will  devote as much time to our affairs as he deems
necessary  for it to  achieve  its  goals.  There can be no  assurance  that any
conflicts  of  interest  that may arise from these  outside  activities  will be
resolved in our favor.

JOHN  TARVES  has been one of our  Directors  since our  incorporation.  Since
1979, Mr. Tarves has been a secondary school teacher in the Chichester  School
District in Boothwyn,  Pennsylvania.  He is a member of the school  district's
Technology  Leadership Team and has initiated an internet usage program in the
classroom.  Mr. Tarves has a B.A.  degree from St. Francis  College  (Loretto,
PA) and an M.A. degree from Fairfield University (Fairfield, CT.).

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.

Item 10.....Executive Compensation.

The following table sets forth  information with respect to compensation we paid
for the period ended December 31, 1999, for services of the executive  officers.
We have not paid any executive officer in excess of $100,000 (including salaries
and benefits) during the period ending December 31, 1999.

                         Summary of Annual Compensation

Name and

Principal Position                        Year              Salary

Trevor Newton, Chairman of
the Board, President, Secretary,
Treasurer and Chief Operating and

Executive Officer.                        1998,             $0
      ............                        1999              $55,000

Fred Coombes,
Vice President of Corporate

Development and Director                  1998,             $0
      ............                        1999              $0
------------------------------------------------------------------------------

Messrs. Newton and Coombes, as founders of Stratabase, were issued 2,422,400 and
732,300  shares of the common  stock,  respectively,  for nominal  consideration
(i.e.  $.0025 per share).  With the exception of Mr. Newton, we have not, nor do
we intend to, in the foreseeable future, enter into any additional employment or
management  agreements with executive  officers.  We have no other  compensation
plans for our  executive  officers.  However,  we plan to institute an executive
employee  stock  option  plan in the  future,  the terms of which  have not been
determined  or agreed  upon.  In  addition,  in the future,  we may  consider an
executive bonus plan.

For the year 2000,  we will pay  salaries to Messrs.  Newton and Coombes at an
annual rate of $60,000 and $ 36,000, respectively.  From February 1999 through
December  1999,  Mr. Newton was paid $5,000 per month in as a management  fee.
Mr.  Coombes has not been paid any  compensation  in 1999,  nor has he accrued
any compensation.

We do not compensate Directors.

We do not pay our directors any remuneration for their service.  However, they
are reimbursed for their  out-of-pocket  expenses  associated with meetings of
the Board of Directors.  Mr. John Tarves,  a Stratabase  director,  was issued
25,000 shares of the common stock, for nominal  consideration (i.e. $.0025 per
share). We do not maintain a stock option plan for Directors.

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.

To the  Company's  knowledge,  based solely on the  Company's  review of Forms 3
(Initial Statement of Beneficial Ownership of Securities), Forms 4 (Statement of
Changes in  Beneficial  Ownership)  and Forms 5 (Annual  Statement of Changes in
Beneficial  Ownership)  furnished to the Company with respect to the fiscal year
ended  December  31, 1999,  no persons  failed to file any such form in a timely
manner.


<PAGE>


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

The following table contains information concerning:

      those  persons  whom  we  know  beneficially  own  more  than  5% of our
            outstanding shares of common stock;

      each of our officers and directors; and

      all of our officers and directors as a group.

As of March 7, 2000, there were 6,353,772 shares of Common Stock outstanding and
approximately 87 shareholders.

Officers, Directors,                         Beneficial          Beneficial
  5% Shareholder        No. of Shares         Owenrship           Ownership
                                            Prior to the          after the
                                              Offering           Offering

Trevor Newton             2,422,400             43.6%               38.1%
Mary Martin               1,464,072             26.4%               23.0%
Fred Coombes                732,300             13.2%               11.5%
John Tarves                  25,000             0.5%                0.4%
New Horizons LP*            900,000             16.2%               14.2%

All Directors and
executive officers
as a Group (3             3,179,700             57.3%               50.0%
persons)**
------------------------------------------------------------------------------
* The general  partner and a minority  limited partner of New Horizons LP is Joe
MacDonald, who is married to Mary Martin.

** These shares are attributed to Trevor Newton, Fred Coombs and John Tarves.

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.
<PAGE>


Item 12.  Certain Relationships and Related Transactions.

At the time of  incorporation,  we  authorized  the issuance of 25,000 shares of
common stock,  no par value.  To facilitate a public offering of our securities,
we  authorized  on  January  20,  1999,  the  amendment  of our  certificate  of
incorporation to effect certain changes, which were:

      a change in the par value of the common stock to $.001 par value; and

      an  increase  in the  number of shares of  common  stock  authorized  to
            25,000,000 shares.

In February 1999, we issued shares of common stock,  at $.001 par value,  to our
founders as follow:

      2,422,400 to Trevor Newton;

      1,464,072 to Mary Martin;

      732,300 to Fred Coombes; and


      25,000 to John Tarves.

In each case, the consideration was nominal, $.0025 per share.

In March 1999, we privately sold 900,000 shares of our common stock,  at a price
of $.25 per share, to one affiliated investor for a total of $225,000.  To date,
the  majority  of the  proceeds  have  been  utilized  for  hardware,  software,
programming  and  computing  fees,  content  acquisition,   general  operations,
salaries,  connectivity and costs associated with this offering. The balance was
retained for operating funds. The investor,  New Horizons LP, is affiliated with
one of our founders,  Ms. Mary Martin in that its general partner and a minority
limited partner is Ms. Martin's husband, Joe MacDonald.

In addition  to the above,  in January  2000,  we issued to our  previous  legal
counsel, Thomas Boccieri,  10,000 shares of common stock in lieu of receiving an
additional $2,500 towards his legal fee.

We have not adopted any  provisions,  resolutions  or bylaws  regarding  related
party transactions nor do we intend to do so in the future.

In connection with each of these stock  issuances,  we relied upon the exemption
from registration provided under Section 4(2) of the Securities Act.

Director's Indemnification Agreements


Our by-laws  provide for the  indemnification  of officers and  directors to the
fullest extent possible under Nevada law against expenses (including  attorney's
fees), judgments, fines, settlements,  and other amounts actually and reasonably
incurred in connection with any  proceeding,  arising by reason of the fact that
such person is or was an agent of Stratabase.  We are also granted the power, to
the maximum extent and in the manner  permitted by Nevada Revised  Statutes,  to
indemnify  each of our employees and agents (other than  directors and officers)
against expenses (including attorneys' fees), judgments,  fines, settlements and
other amounts  actually and reasonably  incurred in connection with any lawsuits
arising by reason of the fact that such person is or was an agent of Stratabase.

Our Certificate of Incorporation  limits or eliminates the personal liability of
officers and directors for damages  resulting  from breaches of their  fiduciary
duty for acts or omissions  except for damages  resulting from acts or omissions
which involve intentional misconduct,  fraud, a knowing violation of law, or the
inappropriate payment of dividends in violation of Nevada Revised Statutes.

Concerning whether  indemnification for liabilities arising under the Securities
Act may be permitted to our officers, directors and controlling persons, we were
advised by legal counsel that in the opinion of the SEC such  indemnification of
officers,  directors and controlling  persons is against public policy,  and is,
therefore,   unenforceable.   If  a  claim  for  indemnification   against  such
liabilities  (other  than  expenses  actually  incurred  or paid by an  officer,
director or controlling person in successful defense the lawsuit) is asserted by
any  officer,  director or  controlling  person in  connection  with  registered
securities,  we will,  then,  submit to a court of appropriate  jurisdiction the
question of whether such  indemnification  is against public policy as expressed
in the Securities Act of 1933, and will be governed by the final adjudication of
that issue.


<PAGE>
Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.

(a)   The following documents are filed as part of this report:

1.    Financial Statements and Independent Auditors' Report
                                                                            Page

                                                                             F-1

2.    Exhibits

            Incorporated herein by reference is a list of the Exhibits contained
            in the  Exhibit  Index  included  in Item 13(c)  below,  numbered in
            accordance with Item 601 of Regulation S-B.


(b)   Reports on Form 8-K

      None during the fourth calendar quarter ended December 31, 1999.

(c)   INDEX TO EXHIBITS

      Exhibit No.                         Description

     3.1                               Articles of Incorporation*

     3.2                               Amended Articles of Incorporation*

     3.3                               By-laws*

     4.1                               Class A Warrant Certificate*

     4.2                               Class B Warrant Certificate*

     4.3                               Class C Warrant Certificate*

     10.1                              Lease with SGS Enterprises*

     27                                Financial Data Schedule

<PAGE>


                                   SIGNATURES

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


<PAGE>

   STRATABASE.COM

   By: _____________________
      Trevor Newton,
      President, Secretary, Treasurer,
      Chief Operating and Executive
         Officer

<PAGE>

Date:  March __, 2000

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

/S/Trevor Newton                                               March __, 2000
--------------------------------
Trevor Newton, Chairman of
the Board, President, Secretary,
Treasurer and Chief Operating
and Executive Officer; Director


/S/Fred Coombs                                                 March __, 2000
------------------------------
Fred Coombs, Vice President of
Corporate Development and Director

/S/John Tarves                                                 March __, 2000
-------------------------------
John Tarves, Director
<PAGE>

                                 MOSS ADAMS LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                                 --------------
                       222 SW COLUMBIA CIRCLE, SUITE 400
                               PORTLAND, OR 97201
                              Phone (503) 242-1447
                               Fax (503) 274-2789

INDEPENDENT AUDITOR'S REPORT

The Board of Directors
Stratabase.com

We have audited the accompanying  balance sheet of Stratabase.com (a development
stage company) as of December 31, 1999, and the related statements of operations
and comprehensive loss, changes in shareholders'  equity, and cash flows for the
year ended December 31, 1999,  the period from inception  (November 18, 1998) to
December 31, 1998, and the period from inception (November 18, 1998) to December
31, 1999.  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 the audit in accordance with generally accepted auditing standards.
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.com (a development
stage  company) as of December 31, 1999,  and the changes in its  operations and
its cash flows for the year ended  December 31, 1999,  the period from inception
(November  18,  1998) to  December  31,  1998,  and the  period  from  inception
(November 18, 1998) to December 31, 1999, in conformity with generally  accepted
accounting principles.


/s/Moss Adams LLP

Portland, Oregon
March 14, 2000





                                       F-1
<PAGE>


                                                                STRATABASE.COM
                                                 (a development stage company)
------------------------------------------------------------------------------
                                                                   BALANCE SHEET
                                                               DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                       ASSETS
<S>                                                                     <C>

CURRENT ASSETS
    Cash                                                                $      4,696
    Accounts receivable                                                       32,965
    GST receivable                                                             2,172
                                                                          -----------
         Total current assets                                                 39,833
                                                                          -----------

OFFICE EQUIPMENT, at cost
    Computer hardware                                                         21,228
    Computer software                                                          2,634
    Office equipment                                                           1,950
    Office furniture                                                           2,077
    Video production equipment                                                 5,212
                                                                          -----------
                                                                              33,101
    Accumulated depreciation and amortization                                 (5,425)
                                                                          -----------
                                                                          -----------
                                                                              27,676
                                                                          -----------

         Total assets                                                   $     67,509
                                                                          ===========

                        LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                    $     16,336
    Accrued liabilities                                                       33,201
                                                                          -----------
         Total current liabilities                                            49,537
                                                                          -----------

COMMITMENTS AND CONTINGENCIES (Note 5)

SHAREHOLDERS' EQUITY
    Common stock, $.001 par value; 25,000,000 shares authorized,
      5,543,772 shares issued and outstanding                                  5,544
    Additional paid-in capital                                               231,065
    Deficit accumulated in the development stage                            (218,108)
    Foreign currency translation adjustments                                    (529)
                                                                          -----------
         Total shareholders' equity                                           17,972
                                                                          -----------

         Total liabilities and shareholders' equity                     $     67,509
                                                                          ===========
</TABLE>


                                       F-2


<PAGE>
                                                                  STRATABASE.COM
                                                   (a development stage company)
  ------------------------------------------------------------------------------
                                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
          FOR THE PERIOD FROM INCEPTION (NOVEMBER 18, 1998) TO DECEMBER 31, 1999
<TABLE>
                                                                           YEAR ENDED                           INCEPTION
                                                                          DECEMBER 31,                     (NOVEMBER 18, 1998)
                                                                   1999                1998               TO DECEMBER 31, 1999
<S>                                                           <C>                  <C>                <C>

REVENUE                                                       $      41,813        $         -        $                  41,813
OPERATING EXPENSES
    Community site development                                       57,073                  -                           57,073
    Internet connectivity                                            10,085                  -                           10,085
    Web related services                                              5,578                  -                            5,578
    Video production and encoding                                     4,946                  -                            4,946
    Network administration                                            2,133                  -                            2,133
                                                               ------------         -------------      ------------------------
          Total operating expenses                                   79,815                  -                           79,815
                                                               ------------         -------------      ------------------------
          Excess of operating expenses over revenues                (38,002)                 -                          (38,002)
                                                               ------------         -------------      ------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
    Management fees                                                  55,000                  -                           55,000
    Legal fees                                                       29,342                  -                           29,342
    Accounting                                                       16,294                  -                           16,294
    Advertising                                                      12,855                  -                           12,855
    Office                                                           11,837                  -                           11,837
    Consulting fees                                                  11,456                  -                           11,456
    Rent                                                             10,242                  -                           10,242
    Wages and benefits                                                7,057                  -                            7,057
    Program and site design                                           5,865                  -                            5,865
    Depreciation and amortization                                     5,425                  -                            5,425
    Licenses and dues                                                 4,980                  -                            4,980
    Travel                                                            3,483                  -                            3,483
    Telecommunications                                                2,643                  -                            2,643
    Professional development                                          2,224                  -                            2,224
    Insurance expense                                                 1,923                  -                            1,923
    Other expenses                                                    1,966                  -                            1,966
                                                               ------------         -------------      ------------------------
          Total general and administrative expenses                 182,592                  -                          182,592
                                                               ------------         -------------      ------------------------

                                                               ============         =============      ========================
</TABLE>




                                       F-3


<PAGE>
                                                                  STRATABASE.COM
                                                   (a development stage company)
  ------------------------------------------------------------------------------
                                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
          FOR THE PERIOD FROM INCEPTION (NOVEMBER 18, 1998) TO DECEMBER 31, 1999




<TABLE>
                                                                           YEAR ENDED                           INCEPTION
                                                                          DECEMBER 31,                     (NOVEMBER 18, 1998)
                                                                   1999                1998               TO DECEMBER 31, 1999
<S>                                                           <C>                  <C>                <C>


INTEREST INCOME                                               $       2,486        $         -        $                   2,486
                                                               ------------         -------------      ------------------------

NET LOSS IN THE DEVELOPMENT STAGE                                  (218,108)                 -                         (218,108)

OTHER COMPREHENSIVE LOSS
    Foreign currency translation adjustments                           (529)                 -                             (529)
                                                               ------------         -------------      ------------------------

COMPREHENSIVE LOSS                                            $    (218,637)       $         -        $                (218,637)
                                                               ============         =============      ========================

BASIC AND DILUTED LOSS PER SHARE OF
    COMMON STOCK                                              $        0.04        $         -        $                    0.04
</TABLE>





                                       F-4


<PAGE>
STRATABASE.COM
(a development stage company)
------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (NOVEMBER 18, 1998) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                  DEFICIT
                                                                                ACCUMULATED        ACCUMULATED
                                                               ADDITIONAL         IN THE              OTHER             TOTAL
                                     COMMON STOCK                PAID-IN        DEVELOPMENT       COMPREHENSIVE       SHAREHOLDERS'
                             -----------------------------
                                 SHARES          AMOUNT          CAPITAL           STAGE               LOSS             EQUITY
                             ---------------    ----------    --------------    --------------     ---------------    --------------
<S>                          <C>                <C>           <C>               <C>                <C>                <C>

BALANCE,
    December 31, 1998                     -   $         -   $             -   $             -    $              -   $             -

Issuance of common
    stock at $.0025 per
    share (February 1999)         4,643,772         4,644             6,965                 -                   -            11,609

Issuance of common
    stock at $.25 per
    share (March 1999)              900,000           900           224,100                 -                   -           225,000

Net loss and comprehen-
    sive loss in the deve-
    lopment stage                         -             -                 -          (218,108)               (529)         (218,637)
                             ---------------    ----------    --------------    --------------     ---------------    --------------

BALANCE,
    December 31, 1999             5,543,772   $     5,544   $       231,065   $      (218,108)   $           (529)  $        17,972
                             ===============    ==========    ==============  ================     ===============    ==============
</TABLE>

                                       F-5


<PAGE>
STRATABASE.COM
(a development stage company)
------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (NOVEMBER 18, 1998) TO DECEMBER 31, 1999


<TABLE>
<CAPTION>
                                                                                                PERIOD FROM
                                                                    YEAR ENDED                   INCEPTION
                                                                    DECEMBER 31,            (NOVEMBER 18, 1998)
                                                           -----------    -----------
                                                               1999            1998        TO DECEMBER 31, 1999
                                                           -----------    -----------     ----------------------
<S>                                                       <C>            <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss in the development stage                     $   (218,108)  $        -      $              (218,108)
    Depreciation and amortization                                5,425            -                        5,425
    Adjustments to reconcile net loss to net cash from
          operating activities:
       Increase in assets and liabilities:
          Accounts receivable                                  (32,965)           -                      (32,965)
          GST receivable                                        (2,172)           -                       (2,172)
          Accounts payable                                      16,336            -                       16,336
          Accrued liabilities                                   33,201            -                       33,201
                                                           -----------    -----------     ----------------------
             Net cash from operating activities               (198,283)           -                     (198,283)
                                                           -----------    -----------     ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of office equipment                            (33,101)           -                      (33,101)
                                                           -----------    -----------     ----------------------
             Net cash from investing activities                (33,101)           -                      (33,101)
                                                           -----------    -----------     ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Sale of common stock                                       236,609            -                      236,609
                                                           -----------    -----------     ----------------------
             Net cash from financing activities                236,609            -                      236,609
                                                           -----------    -----------     ----------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                           (529)           -                         (529)
                                                           -----------    -----------     ----------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                        4,696            -                        4,696
CASH AND CASH EQUIVALENTS, beginning of period                       -            -                            -
                                                           -----------    -----------     ----------------------

CASH AND CASH EQUIVALENTS, end of period                  $      4,696   $        -      $                 4,696
                                                           ===========    ===========     ======================

</TABLE>





<PAGE>
STRATABASE.COM

------------------------------------------------------------------------------
(a development stage company)
------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1999

NOTE 1   - NATURE OF OPERATIONS AND ORGANIZATION

         Stratabase.com  (the Company) is a Nevada company  specializing  in the
         provision  of online  content,  information,  and  services in specific
         topic areas,  with an emphasis on relationship  (name)  development and
         corresponding  database  management.  The  Company  operates  from  its
         headquarters in Abbotsford, British Columbia, Canada.

         For the period from inception (November 18, 1998) to December 31, 1999,
         the  Company  has been in the  development  stage.  Substantially,  all
         activity  during this period was conducted in 1999 and has been devoted
         to the  raising  of  equity  capital  and  development  of a  long-term
         business  plan.  The Company has adopted  December  31st as the closing
         date of its fiscal year.

NOTE 2   - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Cash and cash  equivalents  - The Company  considers  all highly liquid
         investments  purchased  with a maturity  of three  months or less to be
         cash equivalents.

         Revenue  recognition  - Revenues  are  recognized  as  website  related
         services,  video  production  and encoding  services,  or direct e-mail
         marketing  services  are realized or  realizable  and when there are no
         further performance obligations and no right of refund exists.

         Software  development costs - The Company  capitalizes certain software
         development and  implementation  costs.  Development and implementation
         costs are expensed until the Company  determines 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, such costs
         are not significant.  The Company does not develop software for sale to
         its customers.

         Office equipment - Office equipment is recorded at cost and depreciated
         over its useful life, which ranges from one to five years. Depreciation
         expense  in the  amount of $5,425 was  recognized  for the period  from
         inception to December 31, 1999.


<PAGE>




NOTE 2   - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued)

         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  accounting - The Company's Canadian  transactions are
         measured in local currency and then translated into U.S.  dollars.  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 in a separate component of shareholders'  equity.
         All  amounts  included in the  accompanying  financial  statements  and
         footnotes are denominated in U.S. dollars unless otherwise indicated.

         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 (5,404,801).  Diluted earnings
         per  share  reflects  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.

         Use  of  estimates  -  The  preparation  of  financial   statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make  estimates and  assumptions  that affect the amounts
         reported in the financial  statements and  accompanying  notes.  Actual
         results could differ from those estimates.


<PAGE>




NOTE 3   - SHAREHOLDER TRANSACTIONS

         For the period from inception  (November 18, 1998) through December 31,
         1999,  the Company  has been  involved in raising  equity  capital.  On
         November 18, 1998, the Company issued  4,643,772 shares of common stock
         at $.0025 per share to its founding group of  shareholders.  In January
         1999, the Company's Board of Directors consented to the sale of 900,000
         additional  shares of common  stock at $.0025 per share to New Horizons
         LLP, a New York venture capital firm.

NOTE 4   - INCOME TAXES

         As of December 31,  1999,  the Company had  available to offset  future
         taxable  income,  net operating  loss  carryforwards  of  approximately
         $207,000.  The  carryforwards  will expire in 2016  unless  utilized in
         earlier years.

         Deferred income taxes represent the tax effect of differences in timing
         between  financial  income and taxable  income.  The net  deferred  tax
         benefits  in the  accompanying  balance  sheet  include  the  following
         components:


            Deferred tax assets (liabilities):
               Net operating loss carryforward                   $       70,261
               Accumulated depreciation                                  (1,000)
               Accrual to cash adjustment                                 4,896
                                                                   -------------
                                                                         74,157
                                                                   -------------
            Valuation allowance                                         (74,157)
                                                                   -------------

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


         The  valuation  allowance  is  provided  since it is  uncertain  if the
         Company  will  be  able  to  utilize   existing  net   operating   loss
         carryfowards in future periods.


<PAGE>

NOTE 5   - COMMITMENTS AND CONTINGENCIES

         Lease  commitments - As of December 31, 1999, the Company leased office
         space in Abbotsford and Vancouver, British Columbia, Canada.

         Future  minimum  lease  payments  associated  with office  space are as
         follows:

            YEARS ENDING DECEMBER 31,
            -------------------------------------
                  2000                                           $        8,563
                  2001                                                    1,185
                                                                   -------------

                                                                 $        9,748
                                                                   =============

         For the period ending December 31, 1999, rent expense,  net of sublease
         income, was $10,242.

         Management  fees - The  Company  has  agreed  to pay  its  President  a
         management fee of $5,000 a month commencing February 1999. Compensation
         of $55,000  through  December 31, 1999, has been recorded as management
         fees in the accompanying financial statements.

         Legal contingencies - The Company may become involved in certain claims
         and legal actions  arising in the ordinary  course of business.  In the
         opinion of management, after consultation with legal counsel, there are
         no current  matters  expected to have a material  adverse effect on the
         financial condition of the Company

         Year 2000 matter - Because of the unprecedented nature of the Year 2000
         issue, its effects,  if any, may not be identified until a future date.
         Management  cannot assure that the Company has identified all Year 2000
         issues, that the Company's  remediation efforts have been successful in
         whole or in part,  or that parties with whom the Company does  business
         will not be significantly impacted by Year 2000 issues.


<PAGE>

NOTE 6   - SUBSEQUENT EVENT

         On February 7, 2000, the Company closed offering for 800,000 investment
         units.  Each unit had a public offering price of $.50, and consisted of
         one  share of common  stock and one each of Class A, B, and C  purchase
         warrants.  The  warrants,  Classes A, B, and C, may be exercised at $1,
         $3, and $5, respectively, at six-month, 12-month, and 18-month periods,
         respectively,  commencing  on the date of the  prospectus  (February 7,
         2000).  Total  proceeds  from the public  offering  of  $400,000,  were
         released to the Company by the escrow agent  subsequent  to the closing
         of the  offering.  Potential  additional  proceeds from the exercise of
         warrants, if any, could be as much as $7,200,000.


* Incorporated by reference to the Issuer's Registration  Statement on Form SB-2
dated August 12, 1999