AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2004

REGISTRATION STATEMENT NO. 333-104670

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 6 TO

FORM S-4/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STRATABASE INC.

(Name of Small Business Issuer in its Charter)

Canada 7370 None
------ ---- ----
(State or jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification
Code Number) No.)

34595 3rd Avenue, Suite 101, Abbotsford, BC, Canada V2S.8B7
(604) 504-5811
(Address and telephone number of principal executive offices)

Copies of communications to:

David Lubin, Esq. S. Campbell Fitch, Esq.
David Lubin & Associates Miller Thomson LLP
92 Washington Avenue Robson Court, 1000-840 Howe Street
Cedarhurst, NY 11516 Vancouver, BC, Canada V6Z 2M1
(516) 569-9629 (604) 687-2242

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the requisite votes are obtained pursuant to the solicitation
by Stratabase Inc. referred to in this Registration Statement.

If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

CALCULATION OF REGISTRATION FEE

Proposed
maximum
aggregate Proposed maximum
Title of each class of Amount to be offering aggregate offering Amount of
securities registered registered price price registration fee
- -------------------------- ------------ --------- ------------------ ----------------

Common Stock, no par value 9,914,972 1.12(1) $ 11,104,768.64 $ 1,406.97 (2)

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended, on the basis
of the average of the bid and ask prices reported on the Over-the-Counter
Bulletin Board for the common stock, par value $.001 per share, of Stratabase,
which will become common stock, no par value, of Stratabase Inc., a Canadian
corporation, on a one-for-one basis pursuant to the conversion described in this
Registration Statement.

(2) Registrant previously paid $1,012.44 upon the initial filing of the S-4. As
a result of the additional 1,961,600 shares, there was an additional filing fee
due of $394.53 which was paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.

THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT OFFER OR SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER OR SALE IS NOT PERMITTED.

PROXY/PROSPECTUS SUBJECT TO COMPLETION, DATED _____, 2004

STRATABASE
34595 3rd Avenue, Suite 101
Abbotsford, BC, Canada V2S.8B7

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

A special meeting of the stockholders of Stratabase will be held on _____, 2004,
at __ a.m., at the offices of David Lubin & Associates, 92 Washington Avenue,
Cedarhurst, New York 11516, for the purpose of voting upon a proposal to change
the incorporation of the company from Nevada to Canada.

The continuance will be accomplished through the adoption of the proposed plan
of conversion. If we complete the continuance, Stratabase will be continued
under the Canada Business Corporations Act and cease to be incorporated in
Nevada and as a result will be governed by the Canada Business Corporations Act.

Only stockholders of record at the close of business on _____, 2004 are entitled
to notice of and to vote at the meeting.

Stockholders of record are not entitled to appraisal rights of the fair value of
their shares.

If you do not expect to attend in person, please sign and return the enclosed
proxy card.

By Order of the Board of Directors,

Trevor Newton
Chairman, President, Chief Executive
and Operating Officer and Secretary

_________, 2004

______________, 2004

Dear Stratabase stockholder:

You are cordially invited to attend a special meeting of stockholders to be held
on _____, 2004 at ___ a.m. at the offices of. David Lubin & Associates, 92
Washington Avenue, Cedarhurst, New York 11516 The purpose of the meeting is to
allow you to vote on the proposed conversion plan that would change Stratabase's
domicile from Nevada to Canada. If we complete the conversion and continuance,
the company will be governed by the Canada Business Corporations Act.

Stratabase common stock is currently listed for trading on the Over-the-Counter
Bulletin Board under the symbol "SBSF".

The Board of Directors has declared the conversion plan advisable and recommends
that you vote in favor of the continuance of Stratabase from Nevada to Canada.
Our officers and directors, who currently hold approximately 37.82 % of the
outstanding shares, have indicated that they intend to vote for the approval of
the conversion.

We are calling a special meeting of the stockholders to vote on the plan of
conversion and are soliciting proxies for use at the meeting. The record date
for voting at the meeting is _____, 2004.

Stockholders of record are not entitled to appraisal rights of the fair value of
their shares if they vote against the plan of conversion.

SEE "RISK FACTORS," BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN RISKS,
INCLUDING TAX EFFECTS, RELATING TO THE CONVERSION AND THE OWNERSHIP OF COMMON
SHARES IN STRATABASE.

This proxy statement/prospectus is first being mailed to holders of Stratabase
common stock on or about _____, 2004.

PLEASE NOTE THAT NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROXY
STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT STRATABASE THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
DOCUMENT. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO HOLDERS OF STRATABASE
COMMON STOCK UPON WRITTEN OR ORAL REQUEST. REQUESTS SHOULD BE MADE TO
STRATABASE, 34595 3rd AVENUE, SUITE 101, ABBOTSFORD, BC, CANADA V2S.8B7,
ATTENTION: SECRETARY, TELEPHONE: (604) 504-5811 TO OBTAIN TIMELY DELIVERY, YOU
SHOULD REQUEST INFORMATION NO LATER THAN _____, 2004.

Sincerely,

Trevor Newton
Chairman, President, Chief Executive and Operating Officer and Secretary

TABLE OF CONTENTS

PAGE
SUMMARY

Stratabase 1
Factors You Should Consider 2
The Special Meeting 5
SUMMARY FINANCIAL INFORMATION 6
RISK FACTORS 7
Risks Relating to the Continuance 8
Risks Relating to Stratabase 9
Risks Relating to our Strategy and our Industry 11
CONVERSION PROPOSAL 13
VOTING AND PROXY INFORMATION 16
DISSENTERS' RIGHTS 18
MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES 19
MATERIAL CANADIAN TAX CONSEQUENCES 24
COMPARATIVE RIGHTS OF STOCKHOLDERS 25
ACCOUNTING TREATMENT 32
BUSINESS OF STRATABASE 32
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 37
SELECTED FINANCIAL DATA 45
MARKET PRICES, DIVIDENDS AND TRADING INFORMATION 46
MANAGEMENT 47
EXECUTIVE COMPENSATION 49
RELATED PARTY TRANSACTIONS 50
SECURITY OWNERSHIP 51
DESCRIPTION OF CAPITAL STOCK 52
STOCKHOLDER PROPOSALS 53
EXPERTS 53
LEGAL MATTERS 53
AVAILABLE INFORMATION 53
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 54
CAUTIONARY STATEMENT CONCERNING
FORWARD LOOKING STATEMENTS 54

ANNEX A
Plan of Conversion
Articles of Stratabase Canada
By-Laws of Stratabase Canada

SUMMARY

THIS SUMMARY PROVIDES AN OVERVIEW OF THE INFORMATION CONTAINED IN THIS PROXY
STATEMENT/PROSPECTUS AND DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD
CONSIDER. THEREFORE, YOU SHOULD ALSO READ THE MORE DETAILED INFORMATION SET
FORTH IN THIS DOCUMENT, THE FINANCIAL STATEMENTS OF STRATABASE AND THE OTHER
INFORMATION THAT IS INCORPORATED BY REFERENCE. THE SYMBOL "$" REFERS TO UNITED
STATES DOLLARS.

STRATABASE

Stratabase was incorporated under the laws of the State of Nevada on November
18, 1998 and commenced operations in January 1999. We completed our initial
public offering in February 2000. Our headquarters are located at 34595 3rd
Avenue, Suite 101, Abbotsford, BC, V2S.8B7, Canada. The telephone number is
(604) 504-5811.

We had developed software which was designed to allow users to interface with
and manage databases and customer relationships. However, we did not charge
users for the use of our software. We expected that by giving the software away
for free and making it open source, the users would want to buy our databases of
sales leads and mailing lists. Our model also expected that these users would
want us to provide technical services to customize and improve the quality of
the databases we sold.

Currently we no longer support open source software, but rather have developed
proprietary software. Our proprietary software is called 'Relata', and is
offered to users on a free trial basis for 1 month, and thereafter will be
billed at $50 per user per month. The software has been released in a
beta-version and will be marketed in the first half of 2004. To date the
software has not generated any revenue. Since eliminating our second office we
have lost the services of our two salespeople who were selling custom database
and technical services. Currently we do not have dedicated salespeople to sell
custom database and technical services. We are looking to find suitable
replacements

We are presently incorporated under the corporate law of Nevada. We are
proposing to "continue" Stratabase under the Canada Business Corporations Act.
"Continuance" is a process by which a corporation which is not incorporated
under the laws of Canada may change its jurisdiction of incorporation to Canada.
Under the Canada Business Corporations Act, if the laws of its home jurisdiction
allow for it and a resolution authorizing the continuance is approved by 66 2/3%
of the company's shareholders, the company may be "continued" as a Canadian
corporation by filing of Articles of Continuance with the Director under the
Canada Business Corporations Act. Under the corporate law of Nevada, this
process is treated as a conversion of the outstanding shares of a Nevada company
to shares of a Canadian company. Shareholders are therefore being asked to vote
on a plan of conversion of Stratabase's shares from those of a Nevada company to
those of a Canadian company under Nevada law, and its continuance under the
Canada Business Corporations Act. We refer to this process in this prospectus as
the plan of conversion, or the conversion. After the completion of the plan of
conversion, Stratabase will be a Canadian corporation governed by the Canada
Business Corporations Act. We will continue to conduct the business in which we
are currently engaged. Our operations and employees have always existed entirely
within Canada, and therefore there will be no material effect on operations. The
business and operations of Stratabase following the conversion will be identical
in most respects to our current business, except that we will no longer be
subject to the corporate laws of the State of Nevada but will be subject to the
Canada Business Corporations Act. The Canadian company will be liable for all
the debts and obligations of the Nevada company, and the officers and directors
of the company will be the officers and directors of Stratabase. The differences
between the laws will not materially affect our business but will affect your
rights as a stockholder. The differences between the applicable laws of the two
jurisdictions is discussed in greater detail under the heading "Comparative
Rights of Stockholders" on page 25.

Upon the effectiveness of the conversion, Stratabase will be filing a Form 8-A
with the SEC to register its securities under Section 12(g) of the Securities
Act of 1933.

FACTORS YOU SHOULD CONSIDER

REASONS FOR THE CONVERSION

RISK FACTORS WHICH MAY AFFECT YOUR VOTE

Factors such as possible adverse tax consequences and stock price volatility of
our common stock following the continuance may affect your vote on the
conversion plan and your interest in owning Stratabase common shares. In
evaluating the merits of the proposed conversion, you should carefully consider
the risk factors and the other information included or incorporated by reference
on page 7 of this proxy statement/prospectus.

Although you are entitled to dissent from the proposed continuance and plan of
conversion, Nevada law does not grant dissenters' rights in a conversion.

MATERIAL TAX CONSEQUENCES FOR STOCKHOLDERS

The following is a brief summary of the material tax consequences the
continuance will have for stockholders. Stockholders should consult their own
tax advisers with respect to their particular circumstances. A more detailed
summary of the factors affecting the tax consequences for stockholders is set
out under "Material United States Federal Tax Consequences" and "Material
Canadian Income Tax Consequences."

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

On the date of the continuance, the Nevada company must recognize any gain but
not any losses to the extent that the fair market value of any of our assets
exceeds our taxable basis in such assets. The calculation of any potential gain
will need to be made separately for each asset held. No loss will be allowed for
any asset that has a taxable basis in excess of its fair market value. We
believe we have sufficient losses carried forward from prior periods and
incurred in the current year to offset gains attributable to this transaction.
Therefore, we are not expecting to recognize any taxable gains as a result of
the continuance.

U.S. holders and Canadian holders of our stock will not be required to recognize
any gain or loss as a result of the continuance, thus there will be no US tax
consequences to any of the current stockholders of our company. A U.S.
stockholder's adjusted basis in the shares of the Canadian company will be equal
to such stockholder's adjusted basis in the shares of the Nevada company. A U.S.
stockholder's holding period in the shares of the Canadian should include the
period of time during which such stockholder held his or her shares in the
Nevada company. For a more complete discussion of the U.S. Income Tax
Consequences, please see "Material United States Federal Income Tax
Consequences" on page 19.

CANADIAN INCOME TAX CONSEQUENCES

On our continuance to Canada, the Canadian company will be deemed to dispose of
and to immediately re-acquire its assets at their fair market value. If the fair
market value of the assets exceeds the taxable basis in the assets a tax will be
due. Pre-continuance losses are available for use in Canada, but we do not
anticipate any loss carry-forwards being available to us after the continuance
in Canada. We believe we have sufficient losses carried forward from prior
periods and incurred in the current year to offset gains attributable to this
transaction. Therefore, we are not expecting to recognize any taxable gains as a
result of the continuance.

A Canadian stockholder will not realize a disposition of their Nevada shares on
its continuance to Canada. To the extent a deemed dividend is paid by the Nevada
company to a Canadian stockholder, the amount of the dividend will be included
in their income.

For a more complete discussion of the Canadian Income Tax Consequences, please
see "Material Canadian Income Tax Considerations" on page 24.

HOW THE CONVERSION WILL AFFECT YOUR RIGHTS AS A STOCKHOLDER

Although you will continue to hold the same number of shares you now hold
following the continuance of Stratabase to Canada, the shares will be issued by
a Canadian company as compared to the shares you currently hold which were
issued by a Nevada company. The rights of stockholders under Nevada law differ
in certain substantive ways from the rights of stockholders under the Canada
Business Corporations Act. Examples of some of the changes in stockholder rights
which will result from continuance are:

- - Under Nevada law, unless otherwise provided in the charter, stockholders may
act without a meeting by written consent of the majority of the voting power of
the outstanding common stock entitled to vote on the matter, and notice need not
be given to stockholders.

Under Canadian law, stockholders may only act by way of a resolution passed at a
duly called meeting unless all stockholders otherwise entitled to vote consent
in writing.

- - Under Nevada law, a charter or bylaw amendment requires approval by vote of
the holders of a majority of the outstanding stock. Under Canadian law, an
amendment to a corporation's charter requires approval by two-thirds majority of
the stockholders.

- - Dissenter's rights are available to stockholders under more circumstances
under Canadian law than under Nevada law.

- - Stockholders have a statutory oppression remedy under Canadian law that does
not exist under Nevada statute. It is similar to the common law action in
Delaware for breach of fiduciary duty, but the Canadian remedy does not require
stockholders to prove that the directors acted in bad faith.

- - No less than 25% of the directors of a Canadian company must reside in Canada.
Nevada law does not contain a similar provision.

- - A director's liability may not be limited under Canadian law as it may under
Nevada law.

PRICE VOLATILITY

We cannot predict what effect the continuance will have on the market price
prevailing from time to time or the liquidity of our shares.

ACCOUNTING TREATMENT OF THE CONVERSION

For U.S. accounting purposes, conversion of our company from a Nevada
corporation to a Canadian one represents a transaction between entities under
common control. Assets and liabilities transferred between entities under common
control are accounted for at historical cost, in accordance with the guidance
for transactions between entities under common control in Statement of Financial
Accounting Standards No. 141, Business Combinations. The historical comparative
figures of Stratabase will be those of Stratabase as a Nevada company.

Upon the effective date of the conversion, we will continue to be subject to the
securities laws of the Canadian provinces as those laws apply to Canadian
domestic issuers. We will qualify as a foreign private issuer in the United
States. Before our continuance in Canada, we prepared our consolidated financial
statements in accordance with generally accepted accounting principles ("GAAP")
in the United States. As a Canadian domestic issuer, we will be required to
prepare our annual and interim consolidated financial statements in accordance
with Canadian generally accepted accounting principles. For purpose of our
annual disclosure obligations in the United States, we will annually file in the
United States consolidated financial statements prepared in accordance with
Canadian GAAP together with a reconciliation to US GAAP.

In addition, as a foreign private issuer Stratabase will not have to file
quarterly reports with the SEC nor will its directors, officers and 10%
stockholders be further subject to Section 16(b) of the Exchange Act. As a
foreign private issuer we will not be subject to the proxy rules of Section 14
of the Exchange Act. Furthermore, Regulation FD does not apply to non-U.S.
companies and will not apply to Stratabase upon the conversion.

APPRAISAL RIGHTS

As a Canadian company, there will be more situations in which the stockholders
of Stratabase will be able to exercise appraisal rights than currently existing
for stockholders of a Nevada company. Under Nevada law, appraisal rights only
exist in a merger of a company whose shares are listed on a national securities
exchange or held by at least 2,000 shareholders of record and the shareholders
are required to accept in exchange for their shares anything other than cash or
shares in another such entity or any combination thereof. Under Canadian law,
the holders of shares of any class of a corporation have the right to dissent
when a company amends its articles to change any provisions restricting or
constraining the issue, transfer or ownership of shares of that class.
Stockholders also have dissenters' rights when a company proposes to amend its
articles to add, change or remove any restrictions on the business or businesses
that the corporation may carry on, amalgamate (other than a vertical short-form
amalgamation with a wholly-owned subsidiary), continue to another jurisdiction,
sell, lease or exchange all or substantially all of its property, or carry out a
going private or a squeeze-out transaction. A shareholder who properly exercises
his or her rights of dissent is entitled to be paid the fair market value of his
or her shares in respect of which he or she dissents.

OUR RECOMMENDATION TO STOCKHOLDERS

Taking into consideration all of the factors and reasons for the conversion set
forth above and elsewhere in this proxy statement/prospectus, the board of
directors has approved the conversion and recommends that stockholders of
Stratabase vote FOR approval of the continuance and plan of conversion.

THE SPECIAL MEETING

MATTER TO BE VOTED ON

Stratabase stockholders will be asked to approve the conversion plan. This plan
will have the effect of changing our domicile from Nevada to Canada.

VOTE NEEDED TO APPROVE THE PLAN OF CONVERSION

Approval of the plan of conversion requires the affirmative vote of our
stockholders holding at least a majority of the outstanding shares of Stratabase
common stock. The directors and executive officers of Stratabase together
directly own approximately 39.08% of the total number of outstanding shares of
Stratabase common stock. These stockholders have indicated that they intend to
vote all their shares for the approval of the plan of conversion.

SUMMARY FINANCIAL INFORMATION

THE FOLLOWING SUMMARY AUDITED FINANCIAL INFORMATION FOR THE YEARS ENDED DECEMBER
31, 2003, DECEMBER 31, 2002, DECEMBER 31, 2001, DECEMBER 31, 2000 AND DECEMBER
31, 1999 INCLUDES BALANCE SHEET AND STATEMENT OF OPERATIONS DATA FROM THE
AUDITED FINANCIAL STATEMENTS OF STRATABASE. THE INFORMATION CONTAINED IN THIS
TABLE SHOULD BE READ IN CONJUNCTION WITH "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND THE FINANCIAL STATEMENTS
AND ACCOMPANYING NOTES INCLUDED IN THE 2003 FORM 10-KSB THAT IS INCORPORATED BY
REFERENCE.

The financial statements of Stratabase have been prepared in accordance with
accounting principles generally accepted in the United States. The application
of Canadian generally accepted accounting principles, which will be applicable
to our financial statements if the plan of conversion is approved, would not
result in any material differences from the Stratabase financial statements.

STRATABASE
SELECTED FINANCIAL DATA

For the year ended December 31,
-------------------------------------------------------
2003 2002 2001 2000 1999
----------- ----------- ----------- ----------- -----------

STATEMENT OF OPERATIONS DATA

Revenues $ 5,000 $ 430,240 $ 2,360,452 $ 1,313,579 $ 41,813

Gross profit (loss) 2,331 (149,522) 753,350 253,268 (45,059)
General and administrative
expenses 705,888 794,939 441,571 357,483 175,535
Net income (loss) (1,027,276) (914,645) 421,246 (97,056) (218,108)
Dividends declared -- -- -- --
EARNINGS (LOSS) PER SHARE OF
COMMON STOCK
Basic $ (0.13) $ (0.12) $ 0.06 $ (0.02) $ (0.04)
Diluted (0.13) (0.12) 0.05 (0.02) (0.04)
Dividends per share -- -- -- --
BALANCE SHEET DATA
Total assets $ 804,556 $ 983,038 $ 2,046,460 $ 577,157 $ 67,509
Long-term obligations $ -- $ -- $ -- $ --
Average shares outstanding -
diluted 8,036,037 7,928,372 7,368,372 6,386,272 5,404,801

RISK FACTORS

An investment in Stratabase common shares involves certain risks. In evaluating
us and our business, investors should carefully consider the following risk
factors in addition to the other information included or incorporated by
reference in this proxy statement/prospectus.

We have a going concern opinion from our auditors, indicating the possibility
that we may not able to continue to operate.

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
shareholders may lose some or all of their investment in Stratabase.

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 loose their investment in our company.

Management believed the methodology, estimates and assumptions not only
reasonable but the most appropriate in these 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.

RISKS RELATING TO 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 market our new products. 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.

If we do not grow, we will probably not become profitable. 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 as of
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 by reducing our net income.

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 can not 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 net income 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.

CONVERSION PROPOSAL

BACKGROUND OF THE PROPOSAL

The Board of Directors of Stratabase has determined that it is advisable to
change Stratabase's domicile from Nevada to Canada. Management has determined
that a conversion will be the most effective means of achieving the desired
change of domicile. The Nevada Revised Statutes allow a corporation that is duly
incorporated, organized, existing and in good standing under the Nevada law to
convert into a foreign entity pursuant to a plan of conversion approved by the
stockholders of the Nevada corporation.

Under the proposed conversion, if the stockholders approve the plan of
conversion then articles of conversion will be filed with the Secretary of State
of Nevada. Articles of continuance will also be filed with the Director of
Business Corporations in Canada. Upon the filing, Stratabase will be continued
as a Canadian company and will be governed by the laws of Canada. The assets and
liabilities of the Canadian company immediately after the consummation of the
conversion will be identical to the assets and liabilities of the Nevada company
immediately prior to the conversion. The current officers and directors of the
Nevada company will be the officers and directors of the Canadian company. The
change of domicile will not result in any material change to the business of
Stratabase and will not have any effect on the relative equity or voting
interests of our stockholders. Each previously outstanding share of Stratabase
common stock will become one share of the Canadian company. The change in
domicile will, however, result in changes in the rights and obligations of
current Stratabase stockholders under applicable corporate laws. For an
explanation of these differences see "Comparative Rights of Stockholders". In
addition, the merger may have adverse tax consequences. For a more detailed
explanation of the circumstances to be considered in determining the tax
consequences, see "Material United States Federal Tax Consequences" and
"Material Canadian Tax Consequences."

Pursuant to Section 92A.120 of the Nevada Revised Statutes, the board of
directors of Stratabase has adopted a resolution approving the plan of
conversion. The effect of this conversion will be to change the domicile of
Stratabase from Nevada to British Columbia. Such resolution shall be submitted
to the stockholders of Stratabase at a special meeting. Due notice of the time,
place and purpose of the meeting shall be mailed to each holder of stock,
whether voting or non-voting, at the address of the stockholder as it appears on
the records of the corporation, at least 20 days prior to the date of the
meeting. At the meeting, the resolution shall be considered and a vote taken for
its adoption or rejection. If the holders of a majority of the outstanding
shares of Stratabase vote for the adoption of the resolution, Stratabase shall
file with the Secretary of State of Nevada the Plan of Conversion and file a
notice of registered office, a notice of directors and Articles of Continuance
with the Director under the Canada Business Corporations Act. The current
officers and directors of the Nevada company will be the officers and directors
of the Canadian company. Upon the filing of the Plan of Conversion in accordance
with Section 92A.205 of the Nevada Revised Statutes and payment to the Secretary
of State of all fees prescribed thereto, the conversion shall become effective
in accordance with Section 92A.240 of the Nevada Revised Statutes. Upon receipt
of the Articles of Continuance and payment of all applicable fees, the Director
shall issue a Certificate of Continuance, and the continuance shall be effective
on the date shown in the certificate.

REASONS FOR THE CHANGE OF DOMICILE

We believe that the continuance to Canada will more accurately reflect our
operations, which have always been in Canada. We have never had any employees or
operations in the U.S. We also believe the continuance to Canada will enable us
to benefit from scientific research and development grants that are not
available to non-Canadian corporations, and we consider this to be in the best
interest of our shareholders. For example, in the past we have not been able to
realize all the benefits of the Scientific Research and Experimental Development
program in Canada, due to the jurisdiction of our incorporation. This program
provides a tax credit from the Canadian government for the amount of monies
spent on certain research and development activities, including software
programming expenditures which fall within certain guidelines. Although we have
applied for and obtained this tax credit in previous years, it resulted in no
net gain to the company due to the fact our jurisdiction of incorporation is
outside of Canada. As a Canadian company, we believe that Stratabase will be
able to receive the full benefit of the Scientific Research and Experimental
Development program in future. We consider this to be in the best interest of
shareholders. The Board also believes that continuing Stratabase to Canada more
accurately reflects the nature of our business because it is the jurisdiction in
which our business has always been based. Furthermore, all of our assets and
operations, as well as our officers and directors, are located in Canada, and a
majority of our issued and outstanding common stock is owned of record by
non-U.S. residents.

Accordingly, upon the continuance, we will be considered a "foreign private
issuer" under the Securities Act of 1933, as amended. Before our continuance in
Canada, we prepared our financial statements in accordance with generally
accepted accounting principles ("GAAP") in the United States. As a Canadian
incorporated issuer, we will be required to prepare our annual and interim
financial statements in accordance with Canadian generally accepted accounting
principles. For purpose of our annual disclosure obligations in the United
States, we will annually file in the United States consolidated financial
statements prepared in accordance with Canadian GAAP together with a
reconciliation to US GAAP. In addition, as a foreign private issuer Stratabase
will not have to file quarterly reports with the SEC nor will its directors,
officers and 10% stockholders be subject to Section 16(b) of the Exchange Act.
As a foreign private issuer we will not be subject to the proxy rules of Section
14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-U.S.
companies and will not apply to Stratabase upon the conversion

EFFECTIVE TIME OF THE CONVERSION

The conversion will become effective upon:

1. The approval of the plan of conversion by the stockholders of Stratabase; and

2. The delivery of duly executed articles of conversion to the Secretary of
State of the State of Nevada in accordance with Section 92A.205 of the Nevada
Revised Statutes.

3. The issuance of a Certificate of Continuance by the Director of Business
Corporations under the Canada Business Corporations Act in accordance with
section 262 of that Act.

We anticipate that the Articles of Conversion and Articles of Continuance will
be filed promptly after the special meeting of Stratabase stockholders.

CONDITIONS TO THE CONSUMMATION OF THE CONVERSION

The Board of Directors of Stratabase has adopted and approved the plan of
conversion. Therefore, the only condition required for Stratabase to adopt the
plan of conversion and become continued into Canada is that the stockholders
must duly approve the plan of conversion. The only material consent, approval or
authorization of or filing with any governmental entity required to consummate
the conversion are the approval of the stockholders of Stratabase in accordance
with Section 92A.120 of the Nevada Revised Statutes, the filing of the Articles
of Conversion with the Secretary of State of Nevada and the filing of articles
of continuance with the Canadian Director of Business Corporations.

EXCHANGE OF SHARE CERTIFICATES

No exchange of certificates that, prior to the effective time of the
continuance, represented shares of Stratabase common stock is required with
respect to the continuance and the transactions contemplated by the conversion
plan. Promptly after the effective time of the conversion, we shall mail to each
record holder of certificates that immediately prior to the effective time of
the conversion represented shares of our common stock, a letter of transmittal
and instructions for use in surrendering those certificates. Upon the surrender
of each certificate formerly representing Stratabase stock, together with a
properly completed letter of transmittal, we shall issue in exchange a share
certificate of Stratabase, the Canadian company and the stock certificate
representing shares in the Nevada company shall be cancelled. Until so
surrendered and exchanged, each Stratabase stock certificate shall represent
solely the right to receive shares in the new company.

STOCK OPTIONS

As of the effective time of the conversion, all warrants and options to purchase
shares of Stratabase common stock granted or issued prior to the effective time
of the conversion will remain warrants options to purchase shares in Stratabase
as continued under the Canada Business Corporations Act.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE CONTINUANCE AND PLAN OF
CONVERSION DESCRIBED IN THIS PROXY/PROSPECTUS AND RECOMMENDS THAT STOCKHOLDERS
APPROVE THE CONTINUANCE AND PLAN OF CONVERSION.

In reaching its decision, the board reviewed the fairness to Stratabase and its
stockholders of the proposed continuance and considered, without assigning
relative weights to, the following factors:

- - The fact that all of Stratabase's assets and employees and current
principal executive office are currently located in Canada, and always
have been.

- - The belief of the board of directors that the continuance will provide
greater access to certain research and development grants which are
more readily available to Canadian incorporated companies.

- - The belief that there will be minimal U.S. tax consequences of the
proposed continuance.

- - The fact that the stockholders have an opportunity to vote on the
proposed continuance.

Without relying on any single factor listed above more than any other factor,
the board of directors, based upon their consideration of all such factors taken
as a whole, have concluded that the proposals are fair to Stratabase and its
stockholders. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THE PROPOSAL CONTAINED IN THIS PROXY/PROSPECTUS.

VOTING AND PROXY INFORMATION

SPECIAL MEETING

A special meeting of the Stratabase stockholders will be held at _________ p.m.
on _________, 2004, at the offices of David Lubin & Associates, 92 Washington
Avenue, Cedarhurst, New York 11516 (or at any adjournments or postponements
thereof) to consider and vote on a proposal to effect a plan of conversion,
which will have the effect of transferring the jurisdiction of incorporation of
Stratabase from the State of Nevada to Canada, and to vote on any other matters
that may properly come before such meeting. The presence, in person or by proxy,
of stockholders holding a majority of the outstanding shares of Stratabase
common stock will constitute a quorum. The vote of any stockholder who is
represented at the special meeting by proxy will be cast as specified in the
proxy. If no vote is specified in a duly executed and delivered proxy, such vote
will be cast for the proposal. Any stockholder of record who is present at the
special meeting in person will be entitled to vote at the meeting regardless of
whether the stockholder has previously granted a proxy for the special meeting.

THE BOARD OF DIRECTORS OF STRATABASE HAS APPROVED THE CONTINUANCE AND RECOMMENDS
THAT STOCKHOLDERS VOTE IN FAVOR OF ITS APPROVAL.

PROXY SOLICITATION

The total cost of soliciting proxies will be borne by us. Proxies may be
solicited by officers and regular employees of Stratabase without extra
remuneration, by personal interviews, telephone and by electronic means. We
anticipate that banks, brokerage houses and other custodians, nominees and
fiduciaries will forward soliciting material to stockholders and those persons
will be reimbursed for the related out-of-pocket expenses they incur.

RECORD DATE

Only those stockholders of record at the close of business on ______________,
2004, as shown in Stratabase's records, will be entitled to vote or to grant
proxies to vote at the special meeting.

VOTE REQUIRED FOR APPROVAL

Approval of the conversion plan requires the affirmative vote of the
stockholders of Stratabase holding a majority of the shares of Stratabase common
stock. Abstentions and broker "non-votes" will have the effect of votes against
the plan. As of April 12, 2004, there were 9,914,972 shares of common stock
outstanding held by approximately 90 holders of record. The directors and
executive officers of Stratabase directly own, in the aggregate3,834,700shares
(approximately 38.68%) of the total number of shares of Stratabase common stock
outstanding at the record date. These persons have indicated that they will vote
all of their shares for the approval of the proposal.

PROXIES INSTRUCTION

Each Stratabase stockholder as of ___________, 2004, will receive a proxy card.
A stockholder may grant a proxy to vote for or against, or to abstain from
voting on, the plan of conversion by marking his/her proxy card appropriately
and executing it in the space provided.

Holders of our common stock whose names appear on the stock records of
Stratabase should return their proxy card to our transfer agent, Securities
Transfer Corp., in the envelope provided with the proxy card. Stockholders who
hold their common stock in the name of a bank, broker or other nominee should
follow the instructions provided by their bank, broker or nominee on voting
their shares.

TO BE EFFECTIVE, A PROXY CARD MUST BE RECEIVED PRIOR TO THE SPECIAL MEETING. ANY
PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATION
INDICATED ON THE PROXY CARD. A PROPERLY EXECUTED AND RETURNED PROXY CARD IN
WHICH NO SPECIFICATION IS MADE WILL BE VOTED FOR THE PROPOSAL.

There will be no other matters presented at the special meeting.

PROXY REVOCATION

Holders of Stratabase common stock whose names appear on the stock records of
Stratabase may revoke their proxy card at any time prior to its exercise by:

giving written notice of such revocation to the corporate Secretary;

appearing and voting in person at the special meeting; or

properly completing and executing a later-dated proxy and delivering it to the
corporate Secretary at or before the special meeting.

Presence without voting at the special meeting will not automatically revoke a
proxy, and any revocation during the meeting will not affect votes previously
taken. Stratabase stockholders who hold their Stratabase common stock in the
name of a bank, broker or other nominee should follow the instructions provided
by their bank, broker or nominee in revoking their previously voted shares.

PROXY VALIDITY

All questions as to the validity, form, eligibility (including time of receipt),
and acceptance of proxy cards will be determined by the Stratabase board of
directors. Any such determination will be final and binding. The Stratabase
board of directors will have the right to waive any irregularities or conditions
as to the manner of voting. Stratabase may accept proxies by any reasonable form
of communication so long as Stratabase can be reasonably assured that the
communication is authorized by the Stratabase stockholder.

DISSENTERS' RIGHTS

Under Chapter 92A of the Nevada Revised Statutes, stockholders of record are
entitled to the fair value of all or a portion of their shares in certain
corporate transactions, such as a merger. However, such appraisal rights are not
available in a plan of conversion.

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES

GENERAL

The following sections summarize material provisions of United States federal
income tax laws that may affect our stockholders and us. Although this summary
discusses the material United States federal income tax considerations arising
from and relating to the continuance, it does not purport to discuss all of the
United States consequences that may be relevant to our stockholders, nor will it
apply to the same extent or in the same way to all stockholders. The summary
does not describe the effect of the U.S. federal estate tax laws or the effects
of any state or local tax law, rule or regulation, nor is any information
provided as to the effect of any other United States or foreign tax law, other
than the income tax laws of the United States to the extent specifically set
forth herein.

We have obtained the opinion of Meyers Norris Penny LLP with respect to the US
tax consequences (both at the corporate and stockholder level) of our pending
continuation of Stratabase from the US into Canada. This opinion neither binds
the IRS or the courts nor preclude the IRS nor a court from adopting a contrary
position. In addition, no assurance can be given that new or future legislation,
regulations or interpretations will not significantly change the tax
considerations described below and any such change may apply retroactively. The
tax discussion set forth below is based upon the facts set out in this
registration statement/prospectus and upon additional information possessed by
our management and upon representations of our management. The tax discussion is
included for general information purposes only. It is not intended to be, nor
should it be construed to be, legal or tax advice to any particular stockholder.
The following does not address all aspects of taxation that may be relevant to
you in light of your individual circumstances and tax situation. YOU ARE
STRONGLY ADVISED AND ARE EXPECTED TO CONSULT WITH YOUR OWN LEGAL AND TAX
ADVISORS REGARDING THE UNITED STATES INCOME TAX CONSEQUENCES OF THE CONTINUANCE
IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

U.S. holders and Canadian holders of our stock will not be required to recognize
any gain or loss as a result of the continuance, thus there will be no material
US tax consequences to any of the current stockholders of our company.
Additionally, we believe we have sufficient losses carried forward from prior
periods and incurred in the current period to offset gains attributable to
Stratabase from this transaction. (See the discussion below for details.)

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

This portion of the summary applies to U.S. holders who own our common shares as
capital assets. U.S. holders include individual citizens or residents of the
United States, corporations (or entities treated as corporations for U.S.
federal income tax purposes), and partnerships organized under the laws of the
United States or any State thereof or the District of Columbia. Trusts are U.S.
holders if they are subject to the primary supervision of a U.S. court and the
control of one or more U.S. persons with respect to substantial trust decisions.
An estate is a U.S. holder if the income of the estate is subject to U.S.
federal income taxation regardless of the source of the income. U.S. holders who
own interests indirectly through one or more non-U.S. entities or carry on
business outside the United States through a permanent establishment or fixed
place of business, or U.S. holders who hold an interest other than as a common
shareholder, should consult with their tax advisors regarding their particular
tax consequences.

This summary also describes material U.S. federal income tax consequences to
Canadian holders following the continuance, who are specifically those persons
resident in Canada who own our common shares as capital assets. The discussion
is limited to the material U.S. federal income tax consequences to Canadian
holders of their ownership and disposition of the common shares of Stratabase as
a result of the continuance and assumes the Canadian holders have no other U.S.
assets or activities.

This discussion is based on the Internal Revenue Code of 1986, as amended,
adopted and proposed regulations thereunder, Internal Revenue Service ("IRS")
rulings and pronouncements, reports of congressional committees, judicial
decisions, and current administrative practice, all of which are subject to
change, perhaps with retroactive effect. Any such change could alter the tax
consequences discussed below. No ruling from the IRS will be requested
concerning the U.S. federal income tax consequences of the continuance. The tax
consequences set forth in the following discussion are not binding on the IRS or
the courts and no assurance can be given that contrary positions will not be
successfully asserted by the IRS or adopted by a court. As indicated above, this
discussion does not address all aspects of U.S. federal income taxation that may
be relevant to particular U.S. holders in light of their personal circumstances
or to U.S. holders subject to special treatment under the U.S. Internal Revenue
Code, including, without limitation, banks, financial institutions, insurance
companies, tax-exempt organizations, broker-dealers, S corporations, individual
retirement and other deferred accounts, application of the alternative minimum
tax rules, holders who received our stock as compensation, persons who hold
notes or stock as part of a hedge, conversion, or constructive sale transaction,
straddle, or other risk-reduction transaction, persons that have a "functional
currency" other than the U.S. dollar, and persons subject to taxation as
expatriates. Furthermore, this discussion does not address the tax consequences
applicable to holders that are treated as partnerships or other pass-through
entities for U.S. federal income tax purposes.

This summary does not address the material U.S. federal income tax consequences
to a U.S. holder of the ownership, exercise, or disposition of any warrants or
compensatory options.

U.S. TAX CONSEQUENCES TO US

While the continuance of Stratabase from Nevada to Canada is actually a
migration of the corporation from Nevada to Canada, for tax purposes, the
continuance is treated as the transfer of our assets to the Canadian company in
exchange for stock of the Canadian company. This is to be followed by a
distribution of the stock in the Canadian company to our stockholders, and then
the exchange by Stratabase Nevada's stockholders of their Stratabase Nevada
stock for Stratabase Canada stock. As a Nevada company, we must recognize gain
(but not loss) on the assets held by us at the time of the conversion to the
extent that the fair market value of any of our assets exceeds their respective
basis in the assets. The calculation of any potential gain will need to be made
separately for each asset held by Stratabase Nevada. No loss will be allowed for
any asset that has a taxable basis in excess of its fair market value. We
believe we have sufficient losses carried forward from prior periods and
incurred in the current period to offset gains attributable to this transaction.
Therefore, we are not expecting to recognize any taxable gains as a result of
the continuance.

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 on 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.

Management believes that its determination of the fair market value of its
assets and liabilities and the methodology, estimates and assumptions used in
reaching such determination are reasonable and the most appropriate in these
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). We believe the valuation method employed to be the best
estimate of the fair market value of our underlying assets.

U.S. TAX CONSEQUENCES TO U.S. AND CANADIAN SHAREHOLDERS

The continuance will be treated by shareholders as the exchange by you, our
shareholders, of your stock for stock of the Canadian company. The shareholders
will not be required to recognize any U.S. gain or loss on this transaction. A
shareholder's adjusted basis in the shares of Stratabase Canada received in the
exchange will be equal to such shareholder's adjusted basis in the shares of
Stratabase Nevada surrendered in the exchange. A shareholder's holding period in
the shares of Stratabase Canada received in the exchange should include the
period of time during which such shareholder held his or her shares in
Stratabase Nevada.

Because the continuation qualifies as a "F" reorganization under the Internal
Revenue Code, there are no US tax consequences to any of the current
stockholders of our company. The rule applies whether or not the stockholders
are residents or citizens of the US or of a country other than the US.

CONTROLLED FOREIGN CORPORATION CONSIDERATIONS

There is currently one U.S. shareholder of Stratabase Nevada that owns (directly
or indirectly) at least 10% of the Stratabase Nevada shares. However, the total
combined ownership of all U.S. shareholders is less than 50%. Therefore, the
Controlled Foreign Corporation ("CFC") rules under Internal Revenue Code ("IRC")
Sections 951 - 959 will not apply to Stratabase Canada and its U.S. shareholders
immediately after the continuance. Any United States person who owns (directly
or indirectly) 10% or more of the total combined voting power of all classes of
stock entitled to vote of a foreign corporation, such as Stratabase Canada, will
be considered a "United States shareholder" under the CFC rules. If, in the
future, "United States shareholders" (as defined above) own more than 50% of the
total combined voting power of all classes of Stratabase Canada stock entitled
to vote or own more than 50% of the value of Stratabase Canada stock, Stratabase
Canada will be considered to be a CFC for U.S. tax purposes. In such situation,
the "United States shareholders" would likely be subject to the effects of the
CFC rules, and should consult with their tax advisors regarding their particular
tax consequences.

FOREIGN PERSONAL HOLDING COMPANY CONSIDERATIONS

There is not currently a group of five or fewer U.S. shareholders of Stratabase
Nevada that owns (directly or indirectly) more than 50% of the Stratabase Nevada
shares. Therefore, the Foreign Personal Holding Company ("FPHC") rules under IRC
Sections 551 - 558 will not apply to Stratabase Canada immediately after the
continuance. If, in the future, any group of five or fewer U.S. shareholders
owns (directly or indirectly) more than 50% of Stratabase Canada's stock, the
U.S. shareholders may be subject to the FPHC rules, depending on the type of
income earned by Stratabase. Should that situation occur, the U.S. shareholders
should consult with their tax advisors regarding their particular tax
consequences.

PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS

After the continuance, Stratabase Canada and every U.S. shareholder of
Stratabase Canada will need to annually evaluate whether Stratabase Canada is a
Passive Foreign Investment Company ("PFIC") under IRC Sections 1291 - 1298. If,
at any time after the continuance, Stratabase Canada were considered a PFIC,
Stratabase and all U.S. shareholders of Stratabase Canada would need to consider
various potential reporting requirements, tax elections, and tax liabilities
imposed under the PFIC rules. In such situation, the company and all U.S.
shareholders should consult with their tax advisors regarding their particular
tax consequences.

If Stratabase Canada generates revenues in any tax year that are at least 75%
passive income (dividends, interest, royalties, rents, annuities, foreign
currency gains, and gains from the sale of assets generating passive income),
Stratabase Canada will be considered a PFIC for that year and for all future
years. In addition, if 50% or more of the gross average value of Stratabase
Canada's assets in any tax year consist of assets that would produce passive
income (including cash and cash equivalents held as working capital), Stratabase
Canada will be considered a PFIC for that year and for all future years.

POST-CONTINUANCE U.S. TAXATION OF INCOME, GAINS AND LOSSES

After the continuance, Stratabase Canada will not have any U.S. activities or
operations. As long as Stratabase Canada does not develop a permanent
establishment in the U.S., the operations of Stratabase Canada will not be
subject to U.S. income tax. If Stratabase Canada receives dividends, interest,
rent, or royalties from any U.S. entity, those amounts will be subject to
withholding tax (which will be withheld and remitted to the US Treasury by the
U.S. entity paying the dividends or interest) under the Convention Between the
United States of America and Canada With Respect to Taxes on Income and Capital
("Canada - United States income tax treaty"). Depending on the particular
situation, such amounts may be available to offset taxes imposed by the country
of residence of a particular stockholder.

POST-CONTINUANCE SALE OF STRATABASE CANADA SHARES

A U.S. shareholder who sells his or her shares of Stratabase Canada will
generally recognize capital gain (or loss) equal to the amount by which the cash
received pursuant to sale of the shares exceeds (or is exceeded by) such
holder's adjusted basis in the shares surrendered. If the U.S. shareholder's
holding period for the Stratabase Canada shares (which includes the holding
period for the Stratabase Nevada shares) is less than one year, the U.S.
shareholder will recognize ordinary income (or loss) on the sale of his or her
shares.

POST-CONTINUANCE DIVIDENDS ON STRATABASE CANADA SHARES

Any dividends received by U.S. shareholders of Stratabase Canada will be
recognized as ordinary income by the shareholders for U.S. tax purposes. Any
Canadian tax withheld by Canada Customs & Revenue Agency on such dividends will
be available as a foreign tax credit to the U.S. shareholders. In general, any
Canadian income tax withheld from dividends paid to U.S. shareholders can be
used by the shareholder to offset the U.S. income tax assessed on the dividends.
The amount of the Canadian taxes that can be used as a foreign tax credit will
depend on the particular tax situation of each U.S. shareholder. Each U.S.
shareholder should consult with a tax advisor regarding the calculation of any
available foreign tax credit available in his or her particular tax
consequences.

MATERIAL CANADIAN TAX CONSEQUENCES

GENERAL

The following sections summarize material provisions of Canadian federal income
tax laws that may affect our stockholders and us. Although this summary
discusses the material Canadian federal income tax considerations arising from
and relating to the continuance, it does not purport to discuss all of the
Canadian tax consequences that may be relevant to our stockholders, nor will it
apply to the same extent or in the same way to all stockholders. We have
obtained the opinion of Meyers Norris Penny LLP with respect to the Canadian tax
consequences (both at the corporate and stockholder level) of our pending
continuation of Stratabase from the US into Canada. However, no assurance can be
given that new or future legislation, regulations or interpretations will not
significantly change the tax considerations described below and any such change
may apply retroactively. The summary does not describe the effects of any
provincial or local tax law, rule or regulation, nor is any information provided
as to the effect of any other Canadian federal or foreign tax law, other than
the income tax laws of the Canada to the extent specifically set forth herein.

The tax discussion set forth below is based upon the facts set out in this
registration statement/prospectus and upon additional information possessed by
our management and upon representations of our management. The tax discussion is
included for general information purposes only. It is not intended to be, nor
should it be construed to be, legal or tax advice to any particular stockholder.
The following does not address all aspects of taxation that may be relevant to
you in light of your individual circumstances and tax situation. YOU ARE
STRONGLY ADVISED AND ARE EXPECTED TO CONSULT WITH YOUR OWN LEGAL AND TAX
ADVISORS REGARDING THE CANADIAN INCOME TAX CONSEQUENCES OF THE CONTINUANCE IN
LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

U.S. holders and Canadian holders of our stock will not be required to recognize
any gain or loss as a result of the continuance, thus there will be no material
Canadian tax consequences to any of the current stockholders of our company.
Additionally, we believe we have sufficient losses carried forward from prior
periods and incurred in the current period to offset gains attributable to
Stratabase from this transaction. (See the discussion below for details.)

CANADIAN INCOME TAX CONSIDERATIONS

The following general summary is our understanding of the material Canadian
federal income tax consequences of the proposed continuance of Stratabase Nevada
to Canada as it applies to Stratabase Canada and to those individual Canadian
resident stockholders to whom shares of the Nevada company constitute "capital
property" for the purposes of the Income Tax Act (Canada) (the "Act"). This
summary also describes the material Canadian federal income tax consequences of
the proposed continuance of Stratabase Nevada to Canada to non-resident
individual stockholders who do not carry on business in Canada. Nevada
stockholders should consult their own Canadian tax advisors on the Canadian tax
consequences of the proposed continuance.

This summary is based upon our understanding of the current provisions of the
Act, the regulations thereunder in force on the date hereof (the "Regulations"),
any proposed amendments (the "Proposed Amendments") to the Act or Regulations
previously announced by the Federal Minister of Finance and our understanding of
the current administrative and assessing policies of the Canada Customs and
Revenue Agency. This description is not exhaustive of all possible Canadian
federal income tax consequences and does not take into account or anticipate any
changes in law, whether by legislative, governmental or judicial action other
than the Proposed Amendments, nor does it take into account provincial or
foreign tax considerations, which may differ significantly from those discussed
herein.

CONSEQUENCES OF CONTINUANCE TO CANADA

CANADIAN CORPORATION

As a result of being granted articles of continuance to Canada, Stratabase
Canada will be deemed to have been incorporated in Canada from that point
onwards, and not to have been incorporated elsewhere.

NOT FOREIGN PROPERTY

As of the date of continuance, Stratabase Canada shares will not be considered
foreign property for investment by a registered pension plan, registered
retirement savings plan or deferred profit sharing plan. It is not likely that
the Stratabase Canada shares will ever be considered foreign property.

DEEMED DISPOSITION

As a result of the continuance to Canada, Stratabase Canada will be deemed to
have disposed of, and immediately reacquired, all of its assets at their then
fair market value. Gains arising on the deemed disposition of taxable Canadian
property (if any) are taxable in Canada (subject to exclusion by the
Canada-United States income tax treaty). Since all of our property is located in
Canada, all of our property is taxable Canadian property.

Pre-continuance accrued gains on a subsequent disposition by Stratabase Canada
are not subject to further Canadian tax. Although pre-continuance accrued losses
are available for future use in Canada, we do not anticipate having any loss
carry-forwards subsequent to the continuance. The effect of this provision is
that Stratabase Canada's assets are re-stated for Canadian income tax purposes
at their fair market value as at the time of continuance to Canada.

NEW FISCAL PERIOD

We will be deemed to have a year-end immediately prior to our continuance to
Canada. For Canadian income tax purposes, Stratabase Canada will be able to
choose a new fiscal year end falling within the 12 months following the date of
continuance.

CONSEQUENCES OF CONTINUANCE TO CANADIAN STOCKHOLDERS

NO DEEMED DISPOSITION

A stockholder will not realize a disposition of their Stratabase Nevada shares
on the continuance to Canada. For Canadian income tax purposes, the income tax
cost of their Stratabase Canada shares will be equal to the income tax cost of
their Nevada shares. On a subsequent sale of Stratabase Canada shares, a capital
gain or loss will result equal to the proceeds of disposition less the income
tax cost of their Stratabase Canada shares and any related selling costs.

DEEMED DIVIDEND

The deemed disposition of Stratabase Nevada's assets will result in a decrease
in the income tax cost of its assets. To the extent there is an adjustment in
the income tax cost of Stratabase Canada's assets, a corresponding adjustment to
the paid up capital of Stratabase Canada's shares will be made to ensure their
paid up capital does not exceed the difference between the adjusted income tax
cost of its assets (as adjusted by the deemed disposition) and its outstanding
liabilities. Since a decrease in Stratabase Canada's paid up capital is
required, such decrease is allocated pro-rata amongst Stratabase Canada's
shares.

If an increase in the income tax cost of Stratabase Canada's asset values is
realized, Stratabase Canada may elect to increase the paid up capital of its
shares prior to continuing to Canada. In the event Stratabase Canada makes such
an election, it will be deemed to have paid a dividend to its stockholders.
Canadian stockholders that are deemed to have received such a dividend must
include that dividend in income. In such a situation, the amount of the dividend
will be added to the stockholders' income tax cost of their Stratabase Canada
shares. Since the tax consequences would be detrimental to individual
stockholders if we were to increase the income tax cost, we will not be making
such an election.

INTEREST EXPENSE

Stratabase Nevada's continuance to Canada will not affect the deductibility of
interest incurred on money borrowed to purchase shares of Corp Nevada.
Generally, interest that is currently deductible will continue to be deductible
by a stockholder after our continuance to Canada, as long as the stockholder
continues to own Stratabase Canada shares.

CONSEQUENCES OF CONTINUANCE TO NON-RESIDENT STOCKHOLDERS

On the continuance of Stratabase to Canada, the income tax cost of a
non-resident's Stratabase Canada shares will be equal to their fair market value
at the time of continuance to Canada. A subsequent disposition of Stratabase
Canada shares by a non-resident stockholder will not be subject to tax in Canada
provided his shares are not taxable Canadian property.

To the extent Stratabase Canada pays a dividend to a non-resident stockholder,
such dividend is subject to a 25% withholding tax (to be reduced by an income
tax treaty between Canada and the non-resident stockholder's country of
residence). Under the treaty, most shareholders of Stratabase Canada would be
subject to a 15% withholding tax. Any shareholders that are corporation and that
own 10% or more of Stratabase Canada would be subject to a 5% withholding tax.

COMPARATIVE RIGHTS OF STOCKHOLDERS

After the conversion of Stratabase, the stockholders of the former Nevada
corporation will become the holders of shares in the capital of a Canadian
company organized under the Canada Business Corporations Act. Differences
between the Nevada Revised Statutes and the Canada Business Corporations Act,
will result in various changes in the rights of stockholders of Stratabase. The
following is a summary description of the more significant differences. This
summary description is qualified by reference to the Nevada Revised Statutes and
the Canada Business Corporations Act.

INSPECTION OF BOOKS AND RECORDS

NEVADA. Under Nevada law, there is no specific statutory provision regarding a
stockholder's right to inspect the books and records of the company.

CANADA. Similarly, under Canadian law, there is no specific statutory provision
regarding a stockholder's right to inspect the books and records of the company.

QUALIFICATION OF DIRECTORS

NEVADA. A director must be a natural person who is at least 18 years of age. A
company must have at least 1 director. Unless otherwise provided in the articles
of incorporation of the company, directors need not be stockholders.

CANADA. A director must be a natural person who is at least 18 years of age.
Directors must not have the status of bankrupt, and must not have been found to
be of unsound mind by a court in Canada or elsewhere. All Canada Business Act
Corporation corporations must have at least 1 director, and "distributing
corporations" must have at least 3 directors, at least 2 of which must not be
officers or employees of the corporation or its affiliates. Stratabase is a
"distributing corporation" because it has filed a registration statement in a
jurisdiction other than Canada. Accordingly, prior to the conversion the company
will need to appoint another director who will not be an officer or employee.
Directors need not be stockholders. We currently do not have any provision in
place to appoint another director who is not an officer or employee of the
company. However, we will take the necessary steps to appoint such a person as
our director so that we will comply with the Canada Business Corporations Act.
Other than the appointment of another director, there are no other actions which
must be taken by us in order to remain in compliance with the Canada Business
Corporations Act.

AMENDMENTS TO THE ARTICLES

NEVADA. In order to amend the articles of incorporation of a company, the board
of directors must adopt a resolution setting forth the proposed amendment and
call a meeting of the stockholders to vote on the amendment. If it appears upon
the canvassing of the votes that stockholders holding shares entitling them to
exercise at least a majority of the voting power, or such greater proportion of
the voting power as may be required in the case of a vote by classes, or as may
be required by the provisions of the articles of incorporation, have voted in
favor of the amendment. The certificate setting forth the amendment and the vote
by which the amendment was adopted must be signed by an officer of the company
and filed with the secretary of state. If any proposed amendment would adversely
alter or change any preference or any other right given to any class of
outstanding shares, then the amendment must be approved by the vote, in addition
to the affirmative vote otherwise required, of the holders of shares
representing a majority of the voting power of each class adversely affected by
the amendment.

CANADA. In order to amend its articles, the shareholders of a Canada Business
Corporations Act corporation must pass a special resolution approving the
amendment. A special resolution must be approved by two thirds of the votes cast
on the resolution. The holders of a class or series of shares are entitled to
vote as a separately as a class on any proposed amendment which would increase
or decrease any maximum number of authorized shares of that class, or increase
any maximum number of authorized shares of a class having rights or privileges
equal or superior to those of such class or series; effect an exchange,
reclassification or cancellation of all or part of the shares of that class;
add, change or remove the rights, privileges, restrictions or conditions
attached to the shares of that class; increased the rights or privileges of any
class of shares having rights or privileges equal or superior to the shares of
that class; create a new class of shares equal or superior to the shares of that
class; make any class of shares having rights or privileges inferior to the
shares of that class equal or superior to the shares of that class; effect an
exchange or create a right of exchange of all or part of the shares of another
class into the shares of that class; or constrain the issue, transfer or
ownership of the shares of that class, or change or remove any such constraint.
The right of holders of a class of shares which would be affected in such a
manner to vote separately as a class will apply whether or not that class of
shares is otherwise entitled to vote. If authorized by the shareholders in the
special resolution amending the articles, the directors may revoke the
resolution before it is acted on without further approval of the shareholders.
If the directors do not revoke the resolution, the articles of amendment must be
filed with the Director under the Canada Business Corporations Act, and the
Director will then issue a certificate of amendment.

ELECTION AND REMOVAL OF DIRECTORS

NEVADA. Any director, or the entire Board, may be removed with or without cause,
but only by the vote of not less than two thirds of the voting power of the
company at a meeting called for that purpose. The directors may fill vacancies
on the board.

CANADA. Any director, or the entire Board, may be removed with or without cause,
but only by a majority vote at a meeting of shareholders called for that
purpose. The directors may fill vacancies on the Board.

INSPECTION OF STOCKHOLDERS LIST

NEVADA. Under Nevada law, any stockholder of record of a corporation who has
held his shares for more than six months and stockholders holding at least 5% of
all of its outstanding shares, is entitled to inspect, during normal business
hours, the company's stock ledger and make extracts therefrom. It also provides
that a Nevada company may condition such inspection right upon delivery of a
written affidavit stating that inspection is not desired for any purpose not
related to the stockholder's interest in the company.

CANADA. Under Canadian law, where a corporation has previously distributed its
shares to the public, shareholders and creditors of a corporation may, on
payment of a reasonable fee may require a corporation to furnish a list setting
out the names and addresses of the stockholders of a corporation and the number
of shares held by each stockholder. In order to obtain such a list, an affidavit
must also be provided confirming that the list will only be used in connection
with an effort to influence voting of the stockholders, an offer to acquire
securities of the corporation or any other matter relating to the affairs of the
corporation.

TRANSACTIONS WITH OFFICERS AND DIRECTORS

NEVADA. Under Nevada law, contracts or transactions in which a director or
officer is financially interested are not automatically void or voidable if (i)
the fact of the common directorship, office or financial interest is known to
the board of directors or committee, and the board or committee authorizes,
approves or ratifies the contract or transactions in good faith by a vote
sufficient for the purpose, without counting the vote or votes of the common or
interested director or directors, or (ii) the contract or transaction, in good
faith, is ratified or approved by the holders of a majority of the voting power,
(iii) the fact of common directorship, office or financial interest known to the
director or officer at the time of the transactions is brought before the board
of directors for actions, or (iv) the contract or transaction is fair to the
corporation at the time it is authorized or approved. Common or interested
directors may be counted to determine presence of a quorum and if the votes of
the common or interested directors are not counted at the meeting, then a
majority of directors may authorize, approve or ratify a contract or
transaction.

CANADA. Under Canadian law, a material contract or transaction between a
corporation and one or more of its directors or officers, or between a
corporation and another entity in which a director or officer of the corporation
is a director or officer or has a material interest in is not invalid if the
director or officer has disclosed the nature and extent of his interest and the
contract or transaction was approved by the directors. Even if such disclosure
is not made, a director or officer will not be accountable to the corporation
for any profit realized in such a transaction, and the contract or transaction
will not be invalid only by reason of such interest, if the contract or
transaction is approved by a special resolution at a meeting of shareholders,
disclosure of his interest sufficient to indicate its nature is made before
shareholder approval, and the contract or transaction is reasonable and fair to
the corporation at the time it was approved. Interested directors may be counted
for the purpose of determining a quorum at a meeting of directors called to
authorize the contract.

LIMITATION ON LIABILITY OF DIRECTORS; INDEMNIFICATION OF OFFICERS AND DIRECTORS

NEVADA. Nevada law provides for discretionary indemnification made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made either: (i) by the stockholders;
(ii) by the board of directors by majority vote of a quorum consisting of
directors who were not parties to the actions, suit or proceeding; (iii) if a
majority vote of a quorum consisting of directors who were not parties to the
actions, suit or proceeding so orders, by independent legal counsel in a written
opinion; or (iv) if a quorum consisting of directors who were not parties to the
actions, suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion. The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the actions, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions do not affect any
right to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to Nevada law does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding office, except that
indemnification, unless ordered by a court or for the advancement of expenses,
may not be made to or on behalf of any director or officer if his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action. In addition, indemnification
continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.

CANADA. Canadian law provides that a corporation may indemnify a director or
officer or former director or officer of the corporation against costs, charges
and expenses, including an amount paid to settle an action or satisfy a judgment
reasonably incurred by the individual, in respect of a proceeding to which such
person was a party by reason of being or having been a director or officer, if
the person: (i) acted honestly and in good faith with a view to the best
interests of the corporation; and (ii) in the case of a criminal or
administrative proceeding enforced by a monetary penalty, he had reasonable
grounds for believing his conduct was lawful. Where the indemnity is in respect
of an action by or on behalf of the corporation for a judgment in its favour to
which the director or officer is made party, such indemnity is only available if
the director or officer fulfills those conditions.

VOTING RIGHTS WITH RESPECT TO EXTRAORDINARY CORPORATE TRANSACTIONS

NEVADA. Approval of mergers and consolidations and sales, leases or exchanges of
all or substantially all of the property or assets of a corporation, whether or
not in the ordinary course of business, requires the affirmative vote or consent
of the holders of a majority of the outstanding shares entitled to vote, except
that, unless required by the articles of incorporation, no vote of stockholders
of the corporation surviving a merger is necessary if: (i) the merger does not
amend the articles of incorporation of the corporation; (ii) each outstanding
share immediately prior to the merger is to be an identical share after the
merger, and (iii) either no common stock of the corporation and no securities or
obligations convertible into common stock are to be issued in the merger, or the
common stock to be issued in the merger, plus that initially issuable on
conversion of other securities issued in the merger does not exceed 20% of the
common stock of the corporation outstanding immediately before the merger.

CANADA. Approvals of amalgamations (except amalgamations between a corporation
and wholly owned subsidiaries), consolidations, and sales, leases or exchanges
of substantially all the property of a corporation, other than in the ordinary
course of business of the corporation requires approval by the stockholders by a
two-thirds majority vote at a duly called meeting.

STOCKHOLDERS' CONSENT WITHOUT A MEETING

NEVADA. Unless otherwise provided in the articles of incorporation or the
bylaws, any actions required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting if, before or after taking the
actions, a written consent is signed by the stockholders holding at least a
majority of the voting power, except that if a different proportion of voting
power is required for such an actions at a meeting, then that proportion of
written consent is required. In no instance where actions is authorized by
written consent need a meeting of the stockholders be called or notice given.

CANADA. Any action required or permitted to be taken at a meeting of the
stockholders may be taken by a written resolution signed by all the stockholders
entitled to vote on such resolution.

STOCKHOLDER VOTING REQUIREMENTS

NEVADA. Unless the articles of incorporation or bylaws provide for different
proportions, a majority of the voting power, which includes the voting power
that is present in person or by proxy, regardless of whether the proxy has
authority to vote on all matters, constitutes a quorum for the transactions of
business. In all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders. Directors must be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Where a separate vote by a class or series or
classes or series is required, a majority of the voting power of the class or
series that is present or by proxy, regardless of whether the proxy has
authority to vote on all matters, constitutes a quorum for the transaction of
business. An act by the stockholders of each class or series is approved if a
majority of the voting power of a quorum of the class or series votes for the
actions.

CANADA. Unless the by-laws otherwise provide, a quorum of stockholders is
present for a meeting if the holders of a majority of the shares entitled to
vote at the meeting are present in person or represented by proxy. It is common
practice for companies to provide for a quorum of stockholders to be present
when only 5% of the issued and outstanding share capital is present. Our
proposed bylaws contain such a provision. Except where the Canada Business
Corporations Act requires approval by a special resolution, being approval by a
two-thirds majority of the shares present in person or represented by proxy and
entitled to vote on the resolution, a simple majority or the shares present in
person or represented by proxy and entitled to vote on a resolution is require
to approve any resolution properly brought before the stockholders. Where the
articles of a corporation provide for cumulative voting, stockholders voting at
an election of directors have the right to a number of votes equal to the votes
attached to the shares held by such stockholder multiplied by the number of
directors to be elected and stockholders may cast all such votes in favour of
one candidate for director or may distribute the votes among the candidates in
any manner. The holders of a class or series of shares are entitled to vote
separately on proposals to amend the articles of a corporation where such
amendment affects the rights of such class or series in a manner different than
other shares of the corporation. A vote to approve any such amendment is passed
if approved by a two-thirds majority of the voting power of the class or series
represented in person or by proxy at a meeting called to approve such amendment.

DIVIDENDS

NEVADA. A corporation is prohibited from making a distribution to its
stockholders if, after giving effect to the distribution, the corporation would
not be able to pay its debts as they become due in the usual course of business
or the corporation's total assets would be less than its total liabilities (plus
any amounts necessary to satisfy any preferential rights).

CANADA. A corporation is prohibited from declaring or paying a dividend if there
are reasonable grounds for believing that the corporation, is or would after the
payment be, unable to pay its liabilities as they become due or the realizable
value of the corporation's assets would be less than the total of its
liabilities and stated capital of all classes.

ANTI-TAKEOVER PROVISIONS

NEVADA. Nevada's "Acquisition of Controlling Interest Statute" applies to Nevada
corporations that have at least 200 shareholders, with at least 100 shareholders
of record being Nevada residents, and that do business directly or indirectly in
Nevada. Where applicable, the statute prohibits an acquiror from voting shares
of a target company's stock after exceeding certain threshold ownership
percentages, until the acquiror provides certain information to the company and
a majority of the disinterested shareholders vote to restore the voting rights
of the acquiror's shares at a meeting called at the request and expense of the
acquiror. If the voting rights of such shares are restored, shareholders voting
against such restoration may demand payment for the "fair value" of their shares
(which is generally equal to the highest price paid in the transaction
subjecting the stockholder to the statute). The Nevada statute also restricts a
"business combination" with "interested shareholders", unless certain conditions
are met, with respect to corporations which have at least 200 shareholders of
record. A "combination" includes (a) any merger with an "interested
stockholder," or any other corporation which is or after the merger would be, an
affiliate or associate of the interested stockholder, (b) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition of assets, to an
"interested stockholder," having (i) an aggregate market value equal to 5% or
more of the aggregate market value of the corporation's assets; (ii) an
aggregate market value equal to 5% or more of the aggregate market value of all
outstanding shares of the corporation; or (iii) representing 10% or more of the
earning power or net income of the corporation, (c) any issuance or transfer of
shares of the corporation or its subsidiaries, to the "interested stockholder,"
having an aggregate market value equal to 5% or more of the aggregate market
value of all the outstanding shares of the corporation, (d) the adoption of any
plan or proposal for the liquidation or dissolution of the corporation proposed
by the "interested stockholder," (e) certain transactions which would result in
increasing the proportionate percentage of shares of the corporation owned by
the "interested stockholder," or (f) the receipt of benefits, except
proportionately as a stockholder, of any loans, advances or other financial
benefits by an "interested stockholder." An "interested stockholder" is a person
who, together with affiliates and associates, beneficially owns (or within the
prior three years, did beneficially own) 10% or more of the corporation's voting
stock. A corporation to which this statute applies may not engage in a
"combination" within three years after the interested stockholder acquired its
shares, unless the combination or the interested stockholder's acquisition of
shares was approved by the board of directors before the interested stockholder
acquired the shares. If this approval was not obtained, then after the three
year period expires, the combination may be consummated if all applicable
statutory requirements are met and either (a) (i) the board of directors of the
corporation approves, prior to such person becoming an "interested stockholder",
the combination or the purchase of shares by the "interested stockholder" or
(ii) the combination is approved by the affirmative vote of holders of a
majority of voting power not beneficially owned by the "interested stockholder"
at a meeting called no earlier than three years after the date the "interested
stockholder" became such or (b) (i) the aggregate amount of cash and the market
value of consideration other than cash to be received by holders of common
shares and holders of any other class or series of shares meets certain minimum
requirements set forth in the statutes and (ii) prior to the consummation of the
"combination", except in limited circumstances, the "interested stockholder"
will not have become the beneficial owner of additional voting shares of the
corporation.

CANADA. There is no provision under Canadian law similar to the Nevada
Acquisition of Controlling Interest Statute.

APPRAISAL RIGHTS; DISSENTERS' RIGHTS

NEVADA. Nevada law limits dissenters rights in a merger, when the shares of the
corporation are listed on a national securities exchange included in the
National Market System established by the National Association of Securities
Dealers, Inc. or are held by at least 2,000 shareholders of record, unless the
shareholders are required to accept in exchange for their shares anything other
than cash or (i) shares in the surviving corporation, (ii) shares in another
entity that is publicly listed or held by more than 2,000 shareholders, or (iii)
any combination of cash or shares in an entity described in (i) or (ii). Also,
the Nevada law does not provide for dissenters' rights in the case of a sale of
assets.

CANADA. Under the Canada Business Corporations Act, the holders of shares of any
class of a corporation have the right to dissent when a company amends its
articles to change any provisions restricting or constraining the issue,
transfer or ownership of shares of that class. Stockholders also have
dissenters' rights when a company proposes to amend its articles to add, change
or remove any restrictions on the business or businesses that the corporation
may carry on, amalgamate (other than a vertical short-form amalgamation with a
wholly-owned subsidiary), continue to another jurisdiction, sell, lease or
exchange all or substantially all of its property, or carry out a going private
or squeeze-out transaction. A shareholder who properly exercises his or her
rights of dissent is entitled to be paid the fair market value of his or her
shares in respect of which he or she dissents.

ACCOUNTING TREATMENT

The continuance of our company from Nevada to Canadian represents, for U.S.
accounting purposes, a transaction between entities under common control. Assets
and liabilities transferred between entities under common control are accounted
for at historical cost, in accordance with the guidance for transactions between
entities under common control in Statement of Financial Accounting Standards No.
141, Business Combinations. The historical comparative figures of Stratabase
will be those of Stratabase as a Nevada company.

Upon the effective date of the conversion, we will continue to be subject to the
securities laws of the provinces of Canada as those laws apply to Canadian
domestic issuers. We will qualify as a foreign private issuer in the United
States. Before our continuance in Canada, we prepared our consolidated financial
statements in accordance with generally accepted accounting principles ("GAAP")
in the United States. As a Canadian domestic issuer, we will be required to
prepare our annual and interim consolidated financial statements in accordance
with Canadian generally accepted accounting principles. For purpose of our
annual disclosure obligations in the United States, we will annually file in the
United States consolidated financial statements prepared in accordance with
Canadian GAAP together with a reconciliation to US GAAP. In addition, as a
foreign private issuer Stratabase will not have to file quarterly reports with
the SEC nor will its directors, officers and 10% stockholders be further subject
to Section 16(b) of the Exchange Act.
As a foreign private issuer we will not be subject to the proxy rules of Section
14 of the Exchange Act. Furthermore, Regulation FD does not apply to non-U.S.
companies and will not apply to Stratabase upon the conversion

BUSINESS OF STRATABASE

OVERVIEW OF OUR COMPANY

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. However we did release 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, there is no assurance that we will be successful. With the closing of
our second office we lost the services of our entire sales force, 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 the first half of 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 April 7, 2004, 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 we currently have 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
coverage: (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).

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 is
being 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.

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 their capacity as such.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain statements contained in this proxy statement/prospectus, including
statements regarding the anticipated development and expansion of our business,
our intent, belief or current expectations, our directors or officers, primarily
with respect to the future operating performance of Stratabase and the products
we expect to offer and other statements contained herein regarding matters that
are not historical facts, but are "forward-looking" statements. Future filings
with the Securities and Exchange Commission, future press releases and future
oral or written statements made by us or with our approval, which are not
statements of historical fact, may contain forward-looking statements, because
such statements include risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made.
We undertake no obligation to update such statements to reflect events that
occur or circumstances that exist after the date on which they are made.

OVERVIEW

We are a provider of Knowledge Worker Automation software. Knowledge Worker
Automation (KWA) software 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 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 suitable personnel for these
positions.

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.

Stratabase was incorporated under the laws of the State of Nevada on November
18, 1998, and commenced operations in January 1999. Our offices are located at
34595 3rd Avenue, Suite 101, Abbotsford, British Columbia, Canada, V2S 8B7. Our
telephone number is (604) 504-5811.

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 from one miscellaneous
sale of our old product early in 2003, 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 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.

No significant research and development was undertaken prior to 2002. In 2002,
in connection with the change in our business focus toward proprietary software,
we incurred research and development expenses totaling $171,500, primarily
consisting of salaries and wages for our development staff.

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 rate 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.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2003, we had $509,180 in cash, a 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 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 funding 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 an oral 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. Notwithstanding that the indebtedness owed to us by Messrs. Newton
and Combes was evidenced by two separate written promissory notes, we did not
memoralize in a writing our agreement to settle the indebtedness by issuing
150,000 and 130,000, respectively, shares to said individuals.

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.

SELECTED FINANCIAL DATA

STRATABASE
SUPPLEMENTARY FINANCIAL INFORMATION
2002 QUARTER ENDED
-------------------------------------------------------
DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
-------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
STATEMENT OF OPERATIONS DATA

Revenues $ 10,705 $ 70,503 $ 68,971 $ 280,061

Gross profit (55,395) (3,005) (26,623) 191,251
General and administrative
expenses 169,065 279,667 237,492 108,715
Net income (loss) (363,861) (321,428) (285,914) 56,558
Dividends declared -- -- -- --
EARNINGS (LOSS) PER SHARE OF
COMMON STOCK
Basic $ (0.05) $ (0.04) $ (0.04) 0.01
Diluted (0.05) (0.04) (0.04) 0.01
Dividends per share -- -- -- --
BALANCE SHEET DATA
Total assets $ 983,038 $ 1,183,539 $ 1,775,317 $ 983,038
Long-term obligations $ -- $ -- $ -- $ --
Weighted average shares outstanding -
diluted 8,033,372 8,033,372 7,928,372 7,394,486

STRATABASE
SELECTED FINANCIAL DATA - CONTINUED

2003 QUARTER ENDED
-------------------------------------------------------
DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31
-------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
STATEMENT OF OPERATIONS DATA

Revenues $ -- $ -- $ -- $ 5,000

Gross Profit -- -- -- 2,331
General and administrative 145,856 159.686 171,302 229,044
expenses
Net income (loss) (29,694) (368,271) (208,156) (421,155)
Dividends declared -- -- -- --
EARNINGS (LOSS) PER SHARE OF
COMMON STOCK
Basic (0.00) (0.05) (0.03) (0.06)
Diluted (0.00) (0.05) (0.03) (0.06)
Dividends per share -- -- -- --
BALANCE SHEET DATA
Total assets $804,556 $479,290 $ 681,899 $ 591,362
Long-term obligations $ -- $ -- $ -- $ --
Weighted average shares outstanding -
8,123,946 7,953,372 7,801,150 7,283,372

MARKET PRICES, DIVIDENDS AND TRADING INFORMATION

STRATABASE COMMON STOCK

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 Over the Counter Bulletin Board is maintained by the
Nasdaq Stock Market, but does not have any of the quantitative or qualitative
standards such as those required for companies listed on the Nasdaq Small Cap
Market or National Market System. The following table sets forth the range of
high and low bid prices of our common stock for the quarters indicated through
the fourth quarter of 2003:

Calendar Year High Bid Low Bid

2004

January $1.25 $0.45
February $1.23 $0.76
March $0.80 $0.55

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
quotations were derived from the National Quotation Bureau OTC Market Report. We
estimate that as of March 26, 2004 there were approximately 90 holders of record
of the Common Stock.

OUR TRANSFER 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. The transfer agent is responsible for all record-keeping and
administrative functions in connection with the common shares of stock.

DIVIDEND POLICY

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.

MANAGEMENT

Our present officers and directors are as follows:

Name Age Position

Trevor Newton 35 President, Secretary, Treasurer, Chief Executive Officer

Fred Coombes 51 Vice President of Corporate Development and Director

Scott Praill 38 Director

TREVOR NEWTON, since our incorporation to the present, has been our President,
Secretary, Treasurer and Chief Executive Officer. Mr. Newton oversees all
aspects of operations and business development for Stratabase. 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 all aspects 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.

SCOTT PRAILL has served on our Board of Directors of Stratabase 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. 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).

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..

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

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

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)

- ----------------------------- -------------------------- -------------------- --------------- ------------------------
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)
- ----------------------------- -------------------------- -------------------- --------------- ------------------------

Trevor Newton, President,
Secretary, Treasurer,
Chairman of the Board of
Directors, Chief Operating None None None None
and Executive Officer
- ----------------------------- -------------------------- -------------------- --------------- ------------------------

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUES

- ------------------------------------ ------------------- -------------------- -------------------- -------------------
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)
- ------------------------------------ ------------------- -------------------- -------------------- -------------------

Trevor Newton, President,
Secretary, Treasurer, Chairman of
the Board of Directors, Chief None None $225,000/$0 $0/$0
Operating and Executive Officer
- ------------------------------------ ------------------- -------------------- -------------------- -------------------

(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.

RELATED PARTY TRANSACTIONS

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 receivable
from each of Messrs. Newton and Coombes were written 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 an oral 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. Notwithstanding that the
indebtedness owed to us by Messrs. Newton and Combes was evidenced by two
separate written promissory notes, we did not memoralize in a writing our
agreement to settle the indebtedness by issuing 150,000 and 130,000,
respectively, shares to said individuals.

SECURITY OWNERSHIP

The following table lists, as of April 12, 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.

Officers, Directors,
5% Shareholder No. of Shares Beneficial Ownership %
----------------- ------------- ----------------------

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%

(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 31, 2004; 20,000 on June
23, 2005 and 20,000 on December 31, 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.

DESCRIPTION OF CAPITAL STOCK

We are currently authorized to issue 25,000,000 shares of common stock and
1,000,000 shares of preferred stock. As of February 2, 2004, we have issued,
9,914,972 shares of common stock.

Each share of our common stock has equal, noncumulative voting rights and
participates equally in dividends, if any. The common stock has no sinking fund
provisions applicable to it. The shares are fully paid for and nonassessable
when issued. In addition, we have issued an aggregate of 1,750,000 options to
purchase our common stock at a price range of $.50 - $1.45 per share pursuant to
our 2000 Stock Incentive Plan, consisting of a share purchase plan and a share
option plan, of which 1,050,000 had been exercised at December 31, 2001. Shares
fully vested at December 31, 2001, totaled 477,500. We reserved 1,750,000 shares
for grant under the 2002 Stock Incentive Plan and have issued 330,000 of such
shares to date. We have outstanding 200,000 warrants to purchase 200,000 shares
of our common stock, which are exercisable until April 2005 at $2.50 per share.
These warrants were issued in a private placement to a foreign investor in April
2003 in connection with their purchase of 200,000 shares of common stock for an
aggregate purchase price of $350,000. We have outstanding 3,923,200 Class A and
Class B warrants. The 1,961,600 Class A warrants are exercisable for five years
commencing December 23, 2005, to purchase one share of common stock at an
exercise price of $0.45 per share. The 1,961,600 Class B warrants are
exercisable for four years commencing December 23, 2006, to purchase one share
of common stock at an exercise price of $0.75 per share.

Except for these warrants and options, there are no outstanding options,
warrants, or rights to purchase any of the securities of Stratabase.

We authorized the issuance of up 1,000,000 shares of preferred stock, with
timing and terms at the discretion of the board of directors. No shares of
preferred stock have been issued as of the date of this prospectus.

STOCKHOLDER PROPOSALS

Stockholders of Stratabase may submit proposals to be considered for stockholder
action at the Special Meeting of Stockholders if they do so in accordance with
applicable regulations of the SEC and the laws of the State of Nevada. In order
to be considered for inclusion in the proxy statement for the meeting, the
Secretary must receive proposals no later than _____, 2004. Stockholder
proposals should be addressed to the Secretary, 34595 3rd Avenue, Suite 101,
Abbotsford, BC, V2S.8B7, Canada.

EXPERTS

The 2003 financial statements incorporated by reference in this prospectus have
been audited by BDO Dunwoody LLP, independent auditors, to the extent and for
the period set forth in their report, incorporated herein by reference, and is
incorporated herein in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.

The 2002 financial statements incorporated by reference in this prospectus have
been audited by Moss Adams LLP, independent public accountants, to the extent
and for the period set forth in their report, incorporated herein by reference,
and is incorporated herein in reliance upon such report given upon the authority
of said firm as experts in auditing and accounting.

LEGAL MATTERS

The validity of the issuance of common stock offered hereby will be passed upon
for Stratabase by Miller Thomson LLP, Vancouver, British Columbia, Canada.
Material income tax consequences of the continuance will be passed upon for
Stratabase by Meyers Norris Penny LLP.

AVAILABLE INFORMATION

Stratabase has been and is currently subject to the informational requirements
of the Securities Exchange Act of 1934, as amended. In accordance with those
requirements, we file, and after the conversion will file reports and other
information with the Securities and Exchange Commission. Such reports and other
information can be inspected and copied at the public reference facilities
maintained by the SEC in Room 1024, 450 Fifth Street, NW, Washington, D.C.
20549. Copies of such material may also be obtained at prescribed rates by
writing to the SEC's Public Reference Section, 450 Fifth Street, NW, Washington,
D.C. 20549 upon payment of the fees prescribed by the SEC. Please call the SEC
at 1-800-SEC-0330 for more information on the operation of its public reference
rooms. The SEC also maintains a Web site that contains reports, proxy and
information statements and other materials that are filed through the SEC's
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. This Web Site
can be accessed at http://www.sec.gov. Our reports, registration statements,
proxy and information statements and other information that we file
electronically with the SEC are available on this site.

This proxy statement/prospectus does not contain all the information set forth
in that registration statement and the related exhibits. Statements herein
concerning the contents of any contract or other document are not necessarily
complete, and in each instance reference is made to such contract or other
document filed with the SEC or included as an exhibit, or otherwise, each such
contract or document being qualified by and subject to such reference in all
respects. The registration statement and any subsequent amendments, including
exhibits filed as a part of the registration statement, are available for
inspection and copying as set forth above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this proxy statement/ prospectus, and information filed later with
the SEC will update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after
the date of this proxy statement/prospectus and before the date of the
conversion.

(a) Annual Report on Form 10-KSB for the year ended December 31, 2003; (b)
Current Report of Form 8-K dated April 7, 2003; and (c) Form S-8 filed on
February 12, 2002.

You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:

Secretary
Stratabase
34595 3rd Avenue
Abbotsford, B.C. V2S 8B7
(604) 504-5811

You should rely only on the information incorporated by reference or provided in
this proxy statement/prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this proxy statement/prospectus is accurate as of any date other
than the date on the front of the document.

This proxy statement/prospectus is accompanied by a copy of Stratabase's 2003
Form 10-KSB.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this proxy
statement/prospectus may include "forward-looking statements". This information
may involve known and unknown risks, uncertainties and other factors which could
cause actual results, financial performance, operating performance or
achievements expressed or implied by such forward-looking statements not to
occur or be realized. Such forward-looking statements generally are based upon
our best estimates of future results, performance or achievement and based upon
current conditions and the most recent results of operations. Forward-looking
statements may be identified by the use of forward-looking terminology such as
"believes," "could," "possibly," "probably," "anticipates," "estimates,"
"projects," "expects," "may," "will," or "should" or the negative thereof or
other variations thereon or comparable terminology.

This proxy statement/prospectus contains forward-looking statements, including
statements regarding, among other things, our projected sales and profitability,
our growth strategies, anticipated trends in our industry and our future plans.
These statements may be found under "Business", as well as in this proxy
statement/prospectus generally. Our actual results or events may differ
materially from the results discussed in forward-looking statements as a result
of various factors, including, without limitation, the risks outlined under
"Risk Factors" and elsewhere in this proxy statement/ prospectus.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, we do not assume responsibility
for the accuracy or completeness of the forward-looking statements after the
date of this prospectus.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Nevada law permits a company to indemnify its directors and officers, except for
any act of dishonesty. Stratabase has provided in its by-laws 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 ours. In addition, Stratabase has 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 proceeding arising by
reason of the fact that such person is or was an agent of Stratabase.

The Certificate of Incorporation of Stratabase limits or eliminates the personal
liability of its 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.

ITEM 21. EXHIBITS.

3.1 Certificate of Incorporation of Registrant (a)

3.2 Registrant's Certificate of Amendment of Registrant's Certificate of
Incorporation (b)

3.3 By-Laws of Registrant (a)

3.4 Articles of Continuance - Articles and By-Laws of Stratabase Canada*

4.1 Specimen common stock certificate (a)

4.2 Form of Class A warrant issued in April 2003 (f)

4.3 Form of Class A warrant issued in December 2003 (f)

4.4 Form of Class B warrant issued in December 2003 (f)

5.1 Legal opinion of Miller Thomson LLP*

8.1 Tax opinion of Meyers Norris Penny LLP

10.2 Lease with SGS Enterprises (a)

10.3 Internet Business Service Agreement with BCTEL (c)

10.4 Distributor Agreement with COMTEX(c)

10.5 Stock Option Plan (d)

10.6 Internetworking Services Agreement with Telus Advanced Communications
(a)

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

10.8 2002 Stock Option Plan (e)

23.1 Consent of Moss Adams LLP

23.2 Consent of Miller Thomson LLP (included in Exhibit 5.1)

23.3 Consent of Meyers Norris Penny LLP (included in Exhibit 8.1)

23.4 Consent of BDO Dunwoody LLP

99.1 Form of proxy for holders of common stock for special meeting

(a) Previously filed with Stratabase's Form SB-2 on August 8,
1999.
(b) Previously filed with Stratabase's Information Statement in
June 2001.
(c) Previously filed with Stratabase's Form 10-KSB for the year
ended December 31, 2000.
(d) Previously filed with Stratabase's Form S-8 on January 29,
2000.
(e) Previously filed with Stratabase's Form S-8 filed on February
12, 2002.
(f) Previously filed with Stratabase's Annual Report on Form
10-KSB for the year ended December 31, 2003.

* Incorporated by reference to our Registration Statement on Form S-4
filed April 22, 2003, file number 333-104670

ITEM 22. UNDERTAKINGS.

The undersigned registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a) (3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) Include any additional or changed material information on the plan of
distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 business issuer pursuant to the foregoing provisions, or otherwise, the
small business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as express in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any such action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

(4) Respond to requests for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(5) To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Abbotsford, Canada, on June 14, 2004.

BY /S/ TREVOR NEWTON
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TREVOR NEWTON
PRESIDENT, CHAIRMAN, CHIEF EXECUTIVE
OFFICER AND SECRETARY
(PRINCIPAL EXECUTIVE OFFICER)

BY /S/ TREVOR NEWTON
- -----------------------
TREVOR NEWTON
TREASURER
(PRINCIPAL FINANCIAL OFFICER AND
ACCOUNTING OFFICER)

BY /S FRED COOMBES
Fred Coombes Vice President of Corporate Development

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/S/ TREVOR NEWTON DATED: JUNE 14, 2004

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TREVOR NEWTON PRESIDENT, CHAIRMAN, CHIEF EXECUTIVE OFFICER,
TREASURER AND SECRETARY AND DIRECTOR (PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

/S/ FRED COOMBES DATED: JUNE 14, 2004

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FRED COOMBES VICE PRESIDENT OF CORPORATE
DEVELOPMENT AND DIRECTOR

/S/ SCOTT PRAILL DATED: JUNE 14, 2004

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SCOTT PRAILL DIRECTOR