AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 2001

                                                    REGISTRATION NO. ___________

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

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              STRATABASE.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   88-0414964
                      (I.R.S. Employer Identification No.)

                              Stratabase.com , Inc.
                         34314 Marshall Road, Suite 203
                             Abbotsford, B.C. V25IL2
                    (Address of Principal Executive Offices)

                             2000 Stock Option Plan
                            (Full Title of the Plan)

                            Laughlin Associates, Inc.
                            2533 North Carson Street
                            Carson City, Nevada 89706
                     (Name and Address of Agent for Service)

                                 (604) 504-5811
          (Telephone number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------   -----------------   ----------------------  ------------------  --------------
         Title of                Amount To Be         Proposed Maximum      Proposed Maximum      Amount of
Securities To Be Registered       Registered         Offering Price Per        Aggregate        Registration
                                                         Share (1)           Offering Price          Fee
----------------------------   -----------------   ----------------------  ------------------  --------------
<S>                               <C>                    <C>                    <C>                <C>
Common Stock, par value           1,250,000              $0.50 (1)              $625,000           $156.25
$.001 per share
----------------------------   -----------------   ----------------------  ------------------  --------------
Common Stock, par value             500,000              $1.09 (2)              $545,000           $136.25
$.001 per share
----------------------------   -----------------   ----------------------  ------------------  --------------
      Total                       1,750,000                                   $1,170,000           $292.50
----------------------------   -----------------   ----------------------  ------------------  --------------
<FN>
         (1) Represents the exercise price of options already offered under the
2000 Stock Option Plan.

         (2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low bid price of the common stock on the
Nasdaq Over-the-Counter Bulletin Board on January 18, 2001.
</FN>
</TABLE>


<PAGE>
                                   PROSPECTUS

                              STRATABASE.COM, INC.

                        1,750,000 SHARES OF COMMON STOCK

         We have prepared this prospectus so that one or more of our officers,
directors, key employees, consultants and agents may resell the shares of common
stock issuable upon exercise of options granted to them under our 2000 Stock
Option Plan. The selling stockholders have the right to determine both the
number of shares they will offer and the time or times when they will offer the
shares. They may sell the shares at the market price at the time of the sale or
at such other prices as they may negotiate.

         We will not receive any proceeds from the sale of such shares of stock
but will receive an aggregate of $625,000 if all the options granted to date are
exercised.

         There is limited trading of our common stock. Our common stock is
currently traded on the Nasdaq Over-the-Counter Bulletin Board under the symbol
"SBSF." On January 18, 2001, the closing sale price of the common stock was
$1.09 per share.

         OUR COMMON STOCK IS A SPECULATIVE INVESTMENT AND INVOLVES A HIGH DEGREE
OF RISK AND SHOULD BE CONSIDERED ONLY BY INVESTORS WHO CAN AFFORD TO SUSTAIN A
LOSS OF THEIR ENTIRE INVESTMENT. YOU SHOULD READ THE DESCRIPTION OF THE RISKS
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 6 BEFORE PURCHASING OUR
COMMON STOCK.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is January 22, 2001.


<PAGE>

                                TABLE OF CONTENTS

Incorporation of Documents By Reference.......................................1

Forward-Looking Statements....................................................2

Prospectus Summary ...........................................................3

Risk Factors..................................................................4

Use of Proceeds..............................................................11

Selling Stockholders.........................................................11

Plan of Distribution.........................................................12

Legal Matters................................................................14

Experts......................................................................14

Commission Position on Indemnification for Securities Act Liabilities........14

Exhibit Index..............................................................II-5

                                        i

<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to incorporate information by reference into this
prospectus, which means that we can disclose important information to you be
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in, or incorporated by reference in,
this prospectus. This prospectus incorporates by reference the following
documents that we have previously filed with the SEC:

         1. The Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999;

         2. The Quarterly Reports on Form 10-QSB for the fiscal quarters ended
March 31, 2000, as amended; June 30, 2000 and September 30, 2000;

         3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the annual report referred to in (1) above;

         4. The description of our common stock contained in our registration
statement filed under the Exchange Act registering such common stock under
Section 12 of the Exchange Act, including any amendment or report file for the
purpose of updating such description; and

         5. All reports and other documents that we file after the date of this
prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall hereby be deemed to be
incorporated by reference in and to be a part of this Registration Statement by
reference from the date of filing of such documents. Any statement contained
herein or in a document or report incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this registration statement.

         You may request a copy of these filings or all of the documents that we
incorporate by reference in this prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents) at no cost by writing or calling us at Stratabase.com, Inc.,
34314 Marshall Road, Suite 203 Abbotsford, B.C., V2S.1L2, Canada. The telephone
number is (604) 504-5811.

                                       1
<PAGE>

                  WHERE YOU CAN FIND MORE INFORMATION ABOUT US

         We file reports, proxy statements and other information with the SEC.
You may read and copy any document we file at the Public Reference Room of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New
York, NY 10048, and at 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511. Please call 1-800-SEC-0330 for further information concerning the
Public Reference Room. Our filings also are available to the public from the
SEC's website at www.sec.gov. We distribute to our stockholders annual reports
containing audited financial statements.

                           FORWARD-LOOKING STATEMENTS

         Information specified in this prospectus contains "forward looking
statements" which can 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. Such statements are subject
to certain risks, uncertainties and assumptions. No assurances can be given that
the future results anticipated by the forward-looking statements will be
achieved. The following matters constitute cautionary statements, identifying
important factors with respect to such forward-looking statements, including
certain risks and uncertainties that could cause actual results to vary
materially from the future results covered in such forward-looking statements.
Among the key factors that have a direct bearing on our results of operations
are the effects of various governmental regulations, the fluctuation of the
direct costs and the costs and effectiveness of our operating strategy. Other
factors could also cause actual results to vary materially from the future
results covered in such forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties, including those
described in the section captioned "Risk Factors."


                                       2
<PAGE>

                               PROSPECTUS SUMMARY

         We have prepared this summary to assist you in your review of this
document. This summary highlights what we believe are the significant aspects of
our business. However, this summary does not include all of the information in
this document that may be important to you. This summary is qualified in its
entirety by reference to, and should be read in conjunction with, the more
detailed information, appearing elsewhere in this prospectus. You should
carefully read this entire document, including the specific risks described in
the "Risk Factors" section and the financial statements including the notes.

         We develop open-source Customer Relationship Management, or CRM,
software for our clients and for general distribution. In turn, we provide our
clients with web-based marketing communications services, which fall within the
category of CRM, which utilize our software. "Open-source" refers to software
whose source code is open and freely distributed.

         Our open-source CRM software is web-based software designed to carry
out, track, report, and manage large-scale custom email communications
campaigns. The source code is open and freely distributed, and available over
the Internet to anyone who wants to download it.

         The release of our internal CRM software represented a turning point in
our development. Previously, our CRM software was proprietary custom software
and not available to the public. It was meant to support the web-based marketing
communications campaigns we carried out on behalf of our clients. However, as
our internal programming and networking capabilities developed, we decided to
release the source code of our software. We believe that by making our
open-source CRM software freely available to anyone who wants to use it, we may
attract more users, which, in turn, could lead to more service contracts for us.

         We realize that there is substantial risk in developing open-source
software, because the revenue potential is as yet unproven. The revenue that we
have realized thus far has been from the provision of web-based marketing
communications services to our clients. We intend to continue to offer these
services to our clients, as that is our only substantial source of revenue.

         The technology on which our software is built is also open source. The
source code itself is written in PHP, an open source programming language. Our
software is designed, therefore, to run most optimally on servers running the
Apache web server and the Linux operating system, and utilizing MySQL. It is
designed for use over the Internet, using a standard web browser.

         Stratabase.com, Inc. 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 34314 Marshall Road, Suite 203 Abbotsford, B.C., V2S.1L2,
Canada. The telephone number is (604) 504-5811.

                                       3
<PAGE>

                                  RISK FACTORS

         IN ADDITION TO THE OTHER INFORMATION SPECIFIED IN THIS PROSPECTUS, THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING US AND OUR
BUSINESS BEFORE PURCHASING OUR COMMON STOCK. PURCHASE OF OUR COMMON STOCK IS
SPECULATIVE IN NATURE AND INVOLVES NUMEROUS RISKS. NO PURCHASE SHOULD BE MADE BY
ANY PERSON WHO CANNOT AFFORD TO LOSE THE ENTIRE AMOUNT OF SUCH INVESTMENT.

WE HAVE LIMITED RESOURCES, HAVE SUSTAINED LOSSES SINCE OUR INCEPTION AND EXPECT
TO CONTINUE TO DO SO.

         As of June 30, 2000, we had working capital of $259,566 incurred losses
since inception totaling approximately $316,033. Because we are emerging from
the developmental stage and have no share of the Internet market, we may incur
losses for a long time.

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN JUDGE OUR PROSPECTS.

         We were organized in November 1998 and thus have limited operating
history and limited operating revenues. In order to be successful, we must
continue to sell web-based marketing and communications services that utilize
our software. Specifically, as an early stage entity in the rapidly evolving
market for Customer Relationship Management software and services, we will face
numerous risks and uncertainties including our ability to:

      o  anticipate and adapt to changing Internet technologies;
      o  generate significant revenues from the provision of our services;
      o  develop a sales force; o implement sales and marketing initiatives;
      o  offer compelling and effective services and software;
      o  attract, retain and motivate qualified personnel;
      o  respond and adjust to actions taken by competitors;
      o  build operations and technical infrastructure to effectively manage
         growth; and
      o  integrate new technologies and services.

WE NEED TO GROW AND MANAGE OUR GROWTH TO BECOME PROFITABLE.

         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 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 will limit or even entirely
negate our chances to be profitable if we do not grow or if we cannot manage our
growth.

                                       4
<PAGE>

OUR VICE PRESIDENT OF CORPORATE DEVELOPMENT CANNOT DEVOTE ALL OF HIS TIME TO OUR
BUSINESS.

         Mr. Coombes, our Vice President of Corporate Development, is active in
other unrelated businesses. As a result, will not be able to devote his
full-time to our affairs. He plans to continue these activities, which 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.

IF WE LOSE THE SERVICES OF OUR OFFICERS, OUR CHANCES OF SUCCESS WILL BE
DIMINISHED.

         We are heavily dependent on the efforts of our officers, especially our
Chairman of the Board, President, CEO, Treasurer and Secretary, Mr. Newton. The
loss of the services of any of our employees or officers, especially Mr. Newton
or Mr. Coombes, would be detrimental to our plans and significantly diminish our
chances of success. Currently, we do not have any employment agreements with any
of our officers, and we do not have key man insurance coverage on Mr. Newton or
Mr. Coombes.

              RISKS RELATED TO OPEN SOURCE SOFTWARE BUSINESS MODELS

THE MARKET FOR OPEN SOURCE CRM SOFTWARE IS STILL DEVELOPING, AND OPEN-SOURCE
SOFTWARE BUSINESS MODELS ARE UNPROVEN.

         The markets for our services have only recently begun to develop.
Demand and market acceptance for software developed under the open-source
development model and services relating to these products are subject to a high
level of uncertainty and risk. Few open-source software products have gained
widespread commercial acceptance. If open source software and the services that
run on open source software should fail to gain widespread commercial
acceptance, our business, operating results and financial condition would be
materially adversely affected.

OPEN SOURCE SOFTWARE DISTRIBUTION DOES NOT GENERATE REVENUES.

         Our software is available over the Internet without cost to the user.
Therefore, we will not derive any revenue from the use of our software and must,
for now, rely completely on selling web-based marketing communications services
that utilize our open source software for our revenue.

              RISKS RELATED TO OUR FINANCIAL RESULTS AND CONDITION.

WE HAVE ARE SUBJECT TO RISKS FREQUENTLY ENCOUNTERED BY EARLY STAGE COMPANIES.

         Stratabase was founded in November 1998. We began offering CRM services
in the form of web-based marketing communications which run on our internally
developed software in October 1999. As a new company, we are subject to the
uncertainties and difficulties encountered by early stage businesses, such as
our ability to implement sales and marketing plans and attain, retain and
motivate qualified personnel. You must consider our prospects in light of the
risks and difficulties frequently encountered by early stage companies in new
and rapidly evolving markets.

                                       5
<PAGE>

WE EXPECT TO INCUR SUBSTANTIAL LOSSES IN THE FUTURE.

         We have incurred substantial losses since our inception. We expect our
expenses relating to sales and marketing, research and development and
administration, to increase in the immediate future. As a result, we expect to
incur significant losses for the foreseeable future and cannot be certain when
or if we will achieve profitability. Failure to become and remain profitable
within the time frame expected by investors may adversely affect the market
price of our common stock and our ability to raise capital and continue
operations.

OUR QUARTERLY RESULTS OF OPERATIONS MAY FLUCTUATE SIGNIFICANTLY AND ARE
DIFFICULT TO FORECAST.

         Due to our limited operating history and the unpredictability of our
industry, our revenue and net income (loss) may fluctuate significantly from
quarter to quarter and are difficult to forecast. Many of our expenses are fixed
in the short term. We may not be able to adjust our spending quickly if our
revenue falls short of our expectations. Accordingly, a revenue shortfall in a
particular quarter would have a disproportionate adverse effect on our net
income (loss) for that quarter. Further, we may make administrative, marketing,
acquisition or financing decisions that could adversely affect our business,
operating results and financial condition.

         Our quarterly operating results will fluctuate for many reasons,
including:

         o  our ability to retain existing customers, attract new customers and
            satisfy our customers' demand;
         o  changes in gross margins of our current and future services;
         o  the timing of the release of upgraded versions of our software;
         o  introduction of new software and services by us or our competitors;
         o  changes in the market acceptance of open source software solutions;
         o  changes in the usage of the Internet and online services;
         o  the effects of any acquisitions or other business combinations,
            including one-time charges, goodwill amortization and integration
            expenses or operational difficulties; and
         o  technical difficulties or system downtime affecting the Internet or
            our website.

         For these reasons, you should not rely on period-to-period comparisons
of our financial results to forecast our future performance. Our future
operating results may fall below expectations of securities analysts or
investors, which would likely cause the trading price of our common stock to
decline significantly.

WE HAVE EXPERIENCED RAPID GROWTH, WHICH HAS PLACED A SIGNIFICANT STRAIN ON OUR
RESOURCES.

         Since January 1, 2000 we have experienced a period of growth and
expansion that has placed, and continues to place, demands on our resources. Our
total revenue increased during the last fiscal year, and from January 1, 2000 to
September 30, 2000, the number of employees increased from 4 to 6. We expect any
future growth to place further demands on our operational and financial
resources.

                                       6
<PAGE>

         To accommodate our anticipated growth we must:

         o  improve existing operational and financial systems, procedures and
            controls;
         o  hire, train and manage additional qualified personnel, including
            sales and marketing, professional services and software engineering
            and development personnel; and
         o  effectively manage multiple relationships with our customers,
            suppliers and other third parties.

         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 manage growth effectively it could have a material adverse effect on
our business, operating results and financial condition.

WE FACE INTENSE COMPETITION FROM ESTABLISHED SOFTWARE DEVELOPERS AND CRM SERVICE
PROVIDERS.

         The market for CRM software and the services that run on CRM software
is intensely competitive and rapidly changing. We face significant competition
from larger companies with greater financial resources and name recognition than
we have. These competitors include Siebel Systems, SAP, Broadbase, E.piphany,
Kana Communications, Aprimo, MarketFirst, PrimeResponse, Recognition Systems,
and dozens of others, all of whom have significantly greater financial resources
and offer more advanced software tools than we do. 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.

WE FACE INTENSE COMPETITION FROM OTHER SOFTWARE AND SERVICE SUPPLIERS, AND NEW
COMPETITORS MAY ENTER OUR MARKETS EASILY.

         The market for CRM 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 300 private and public
suppliers of CRM 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 indicated a growing interest in the market for CRM 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, because our software is open-source software, which means
that it can be downloaded from the Internet for free and modified and
re-distributed with few restrictions, traditional 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

                                       7
<PAGE>

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.

WE MAY NOT SUCCEED IN THE EXPANSION OF OUR SERVICES.

         Our strategic focus is on selling web-based marketing communications
services that utilize our open source software. Historically, this is where we
have derived virtually all of our revenue. Since we give away our software for
free, it is unlikely that we will ever make any revenues from the sale of it. We
cannot be certain that our customers will continue to 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 expansion 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 THAT 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. These transactions create risks such as:

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

         Our inability to efficiently and effectively address these risks could
have a material adverse effect on our business, operating results and financial
condition.

COMPETITION FOR SKILLED TECHNICAL PERSONNEL IN OUR INDUSTRY IS INTENSE.

         Our future performance also depends upon our ability to attract and
retain highly qualified programming, technical, sales, 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 services or infrastructure.

                                       8
<PAGE>

         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. Our business, results of
operations and financial condition could be materially adversely affected if we
incur significant costs to adapt, or if we cannot adapt, to these changes.

IF WE DO NOT DEVELOP AN EFFECTIVE SALES FORCE, WE MAY NOT GENERATE SIGNIFICANT
REVENUES OR BECOME PROFITABLE.

         We currently have a small sales team consisting of three individuals.
In order to grow, we must develop a larger sales team. Our ability to do so
successfully involves a number of factors. They include the competition in
hiring and retaining sales personnel, our ability to integrate and motivate
sales personnel and the length of time it takes for new sales personnel to
become effective. Our failure to develop and maintain an effective sales team
would have a negative effect upon our business prospects.

ANY REVENUES RECEIVED IN CANADIAN DOLLARS WOULD DECREASE IN VALUE BECAUSE OF THE
UNFAVORABLE CURRENCY EXCHANGE RATE.

         Although we are a Nevada corporation, our operations are located in
Canada. Accordingly, most of our revenues may be in Canadian dollars. In recent
years, the currency exchange rate of the Canadian dollar into the US dollar has
steadily dropped. This trend is likely to continue. The continued lowering of
the value of the Canadian dollar vis-a-vis the US dollar may have a materially
adverse effect on our business, results of operations and financial condition.

MANAGEMENT AND PRINCIPAL SHAREHOLDERS HAVE COMPLETE CONTROL OVER OUR COMPANY AND
INVESTORS MAY NOT HAVE AN EFFECTIVE VOICE IN THE MANAGEMENT OF OUR COMPANY.

         Our current management and principal shareholders own approximately
82.12% of the outstanding shares of our common stock. Accordingly, they are able
to control the management policies and conduct of our business. In addition, if
management and the principal shareholders exercise all of their options to
acquire our common stock, they could own an additional 820,000 shares of our
common stock, or 84.17% of all of outstanding common stock.

SHARES ELIGIBLE FOR SALE AFTER THE EXERCISE OF OUTSTANDING OPTIONS COULD
NEGATIVELY AFFECT OUR STOCK PRICES.

         The prevailing market price of our common stock could be adversely
affected upon the exercise of the outstanding options for shares of common stock
and subsequent sale of those shares in the public market, or the perception that
these sales may occur.

                                       9
<PAGE>

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
or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities may become 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 SEC 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 secondary market, if one is formed.

                     RISKS RELATING TO THE LEGAL UNCERTAINTY

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 have a material adverse effect on our business, operating results
and financial condition.

                                       10
<PAGE>

FAILURE TO PROTECT OUR TRADEMARKS COULD HARM OUR BRAND BUILDING EFFORTS AND OUR
ABILITY TO COMPETE EFFECTIVELY.

         We may be unable to detect the unauthorized use of, or take appropriate
steps to enforce, our trademark rights. We have begun the registration process
of our trademarks "Stratabase.com" and "Utarget.com" in the United States but
this is not yet complete, nor do we have any assurances that the trademark
applications will be successful. Failure to adequately protect our trademark
rights could harm or even destroy the Stratabase.com brand and impair our
ability to compete effectively. Furthermore, defending or enforcing our
trademark rights could result in the expenditure of significant financial and
managerial resources, which could materially adversely affect our business,
operating results and financial condition.

WE MAY BE SUED AS A RESULT OF INFORMATION RETRIEVED FROM OUR WEB SITE.

         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
or through content and materials that may be posted by visitors to our website.
Our insurance may not adequately protect us against these types of claims.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares.
However, we expect to use the proceeds from the exercise of options to purchase
the shares for working capital and other general corporate purposes.

                              SELLING STOCKHOLDERS

         The following table sets forth the name and address of each selling
stockholder, the number of shares of common stock he beneficially owned as of
January 15, 2001, the number of shares that the selling stockholder may offer,
and the number of shares and percentage of common stock that the selling
stockholder will beneficially own upon completion of the offering, assuming all
of the shares offered are sold. The percentage ownership is based on 6,353,772
shares of common stock outstanding as of January 15, 2001. The selling
stockholders can sell up to an aggregate of 820,000 shares of our common stock
under this prospectus.

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                        Number of         Percentage of       Number of      Number of Shares      Percentage of
                                       Shares Owned       Shares Owned       Shares to be      Owned After         Shares Owned
Selling Stockholder                  Before Offering     Before Offering         Sold            Offering           After Offering
-------------------                  ---------------     ---------------    --------------       --------        -----------------
<S>                                     <C>                  <C>               <C>               <C>                <C>
Trevor Newton (1)
c\o Stratabase.com, Inc.                2,710,400            37.49%            400,000           2,310,400              36%
34314 Marshall Road Abbotsford, B.C.
V25 IL2

Fred Coombes (2)                        1,042,300            14.42%            350,000             692,300              11%
c\o Stratabase.com, Inc. 34314
Marshall Road Abbotsford, B.C.
V25 lL2

Mary Martin (3)                         1,352,072            18.70%             70,000           1,282,072            17.73%
248 West Park Avenue
Long Beach, NY 11561

<FN>
         (1) Chairman of the Board of Directors, Chief Operating and Executive
             Officer, President, Secretary and Treasurer.

         (2) Vice-President of Corporate Development and a director.

         (3) Mary Martin is a stockholder of ours who holds more than 5% of our
             issued and outstanding capital stock.
</FN>
</TABLE>


                              PLAN OF DISTRIBUTION

         The selling stockholders (or, subject to applicable law, their
pledgees, donees, distributees, transferees or other successors in interest) may
sell shares from time to time in public transactions, on or off the Nasdaq OTC
Bulletin Board, or private transactions, at prevailing market prices or at
privately negotiated prices, including but not limited to, one or any
combination of the following types of transactions:

         o  ordinary brokers' transactions;
         o  transactions involving cross or block trades or otherwise on the
            Nasdaq OTC Bulleting Board;
         o  purchases by brokers, dealers or underwriters as principal and
            resale by such purchasers for their own accounts pursuant to this
            prospectus;
         o  through market makers or into an existing market for the common
            stock;
         o  in other ways not involving market makers or established trading
            markets, including direct sales to purchasers or sales effected
            through agents;
         o  through transactions in options, swaps or other derivatives (whether
            exchange-listed or otherwise);
         o  in privately negotiated transactions; or
         o  to cover short sales.

                                       12
<PAGE>

         In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in the
resales. The selling stockholders may enter into hedging transactions with
broker-dealers, and in connection with those transactions, broker-dealers may
engage in short sales of the shares. The selling stockholders also may sell
shares short and deliver the shares to close out such short positions. The
selling stockholders also may enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares,
which the broker-dealer may resell pursuant to this prospectus. The selling
stockholders also may pledge the shares to a broker or dealer, and upon a
default, the broker or dealer may effect sales of the pledged shares pursuant to
this prospectus.

         Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders in amounts to be
negotiated in connection with the sale. The selling stockholders and any
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting
compensation.

         Information as to whether underwriters who the selling stockholders may
select, or any other broker-dealer, is acting as principal or agent for the
selling stockholders, the compensation to be received by underwriters that the
selling stockholders may select or by any broker-dealer acting as principal or
agent for the selling stockholders, and the compensation to be paid to other
broker-dealers, in the event the compensation of such other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including a prospectus supplement, if any, to any person who
purchases any of the shares from or through such dealer or broker.

         We have advised the selling stockholders that during such time as they
may be engaged in a distribution of the shares they are required to comply with
Regulation M promulgated under the Securities Exchange Act. With certain
exceptions, Regulation M precludes any selling stockholder, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security that is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchases made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of the common stock.

                                       13
<PAGE>

                                  LEGAL MATTERS

         The validity of the shares of common stock offered by this prospectus
has been passed upon for the Company by Herrick, Feinstein LLP, 2 Park Avenue,
New York, NY 10016.

                                     EXPERTS

         The consolidated financial statements as of December 31, 1999 and 1999,
and for each two years in the period ended December 31, 1999, incorporated in
this prospectus by reference, have been incorporated herein in reliance on the
report of Moss Adams LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing

                   COMMISSION POSITION ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

         Our directors and officers are indemnified as provided in the Nevada
Revised Statutes and our By-laws. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and
controlling persons, we have been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.

                                       14
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The SEC allows us to incorporate information by reference into this
prospectus, which means that we can disclose important information to you be
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in, or incorporated by reference in,
this prospectus. This prospectus incorporates by reference the following
documents that we have previously filed with the SEC:

         1. The Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999;

         2. The Quarterly Reports on Form 10-QSB for the fiscal quarters ended
March 31, 2000, as amended; June 30, 2000 and September 30, 2000;

         3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the annual report referred to in (1) above;

         4. The description of our common stock contained in our registration
statement filed under the Exchange Act registering such common stock under
Section 12 of the Exchange Act, including any amendment or report file for the
purpose of updating such description; and

         5. All reports and other documents that we file after the date of this
prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall hereby be deemed to be
incorporated by reference in and to be a part of this Registration Statement by
reference from the date of filing of such documents. Any statement contained
herein or in a document or report incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this registration statement.

         You may request a copy of these filings or all of the documents that we
incorporate by reference in this prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents) at no cost by writing or calling us at Stratabase.com, Inc.,
34314 Marshall Road, Suite 203 Abbotsford, B.C., V2S.1L2, Canada. The telephone
number is (604) 504-5811.

                                       II-1
<PAGE>

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-03300
for further information on the Public Reference Room. Our SEC filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at www.sec.gov.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         The securities reoffered pursuant to this registration statement were
originally issued in reliance upon the exemption from registration permitted
under Rule 506 of Regulation D promulgated under the Securities Act.

ITEM 8.  EXHIBITS

         4.1   Registrant's Certificate of Incorporation*

         4.2   Registrant's Certificate of Amendment of its Certificate of
               Incorporation*

         4.3   Registrant's Bylaws*

         4.4   Stratabase.com, Inc., 2000 Stock Option Plan

         4.5   Form of Stock Option Agreement

         5.1   Opinion of Herrick, Feinstein LLP as to the legality of the
               securities being registered.

         23.1  Consent of Herrick, Feinstein LLP (included in Exhibit 5.1)

         23.2  Consent of Moss Adams LLP

         24.1  Power of Attorney (Contained on the signature page of this
               Registration Statement)

         *Previously filed with the Registrant's SB-2 on August 8, 1999, SEC
File Number 99685236.

                                       II-2
<PAGE>

ITEM 9.  UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

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

         (ii) to reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decease in the volume of securities offered (if the total dollar value of the
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.

         (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

         (iv) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be anew registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of the Registrant of expenses incurred
or paid by the director, officer or controlling person of the Registrant in the
successful defense of any 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 its 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 Act and will be governed by the final adjudication of
such issue.

                                       II-3
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on January 18, 2001.

                                STRATABASE.COM, INC.

                                   By:   /s/ Trevor Newton
                                         -------------------------------------
                                         Trevor Newton, Chairman, President,
                                         Chief Executive Officer,
                                         Secretary and Treasurer

                                POWER OF ATTORNEY

         KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Trevor Newton with the power of
substitution, his attorney-in-fact, to sign any amendments to this Registration
Statement and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that his substitute, may do or choose to be done by
virtue thereof.

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

<TABLE>
<CAPTION>

         SIGNATURE                            TITLE                                DATE
         ---------                            -----                                ----

<S>                                <C>                                       <C>
/s/  Trevor Newton                 Chairman, President, Chief                January 18, 2001
----------------------------       Executive Officer,
    Trevor Newton                  Secretary and Treasurer, Director


/s/  Fred Coombes                  Vice President of Corporate               January 18, 2001
----------------------------       Development, Director
   Fred Coombes
</TABLE>


                                      II-4
<PAGE>
                                 EXHIBIT INDEX

         4.1   Registrant's Certificate of Incorporation*

         4.2   Registrant's Certificate of Amendment of its Certificate of
               Incorporation*

         4.3   Registrant's Bylaws*

         4.4   Stratabase.com, Inc., 2000 Stock Option Plan

         4.5   Form of Stock Option Agreement

         5.1   Opinion of Herrick, Feinstein LLP as to the legality of the
               securities being registered.

         23.1  Consent of Herrick, Feinstein LLP (included in Exhibit 5.1)

         23.2  Consent of Moss Adams LLP

         24.1  Power of Attorney (Contained on the signature page of this
               Registration Statement)

         *Previously filed with the Registrant's SB-2 on August 8, 1999, SEC
File Number 99685236.

                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 57553}]
{"company-data": {"conformed-name": "STRATABASE COM", "cik": "0001092197", "assigned-sic": "7370", "irs-number": "880414964", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54482", "film-number": "1517101"}, "business-address": {"street1": "34314 MARSHALL ROAD STE 203", "street2": "ABBOTSFORD BRITISH COLUMBIA", "city": "V2S 1L2", "phone": "6045045811"}, "mail-address": {"street1": "34314 MARSHALL ROAD STE 203", "street2": "ABBOTSFORD BRITISH COLUMBIA", "city": "V2S 1L2"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 2001

                                                    REGISTRATION NO. ___________

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

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              STRATABASE.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
         (State or Other Jurisdiction of Incorporation or Organization)

                                   88-0414964
                      (I.R.S. Employer Identification No.)

                              Stratabase.com , Inc.
                         34314 Marshall Road, Suite 203
                             Abbotsford, B.C. V25IL2
                    (Address of Principal Executive Offices)

                             2000 Stock Option Plan
                            (Full Title of the Plan)

                            Laughlin Associates, Inc.
                            2533 North Carson Street
                            Carson City, Nevada 89706
                     (Name and Address of Agent for Service)

                                 (604) 504-5811
          (Telephone number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
----------------------------   -----------------   ----------------------  ------------------  --------------
         Title of                Amount To Be         Proposed Maximum      Proposed Maximum      Amount of
Securities To Be Registered       Registered         Offering Price Per        Aggregate        Registration
                                                         Share (1)           Offering Price          Fee
----------------------------   -----------------   ----------------------  ------------------  --------------
Common Stock, par value           1,250,000              $0.50 (1)              $625,000           $156.25
$.001 per share
----------------------------   -----------------   ----------------------  ------------------  --------------
Common Stock, par value             500,000              $1.09 (2)              $545,000           $136.25
$.001 per share
----------------------------   -----------------   ----------------------  ------------------  --------------
      Total                       1,750,000                                   $1,170,000           $292.50
----------------------------   -----------------   ----------------------  ------------------  --------------
(1) Represents the exercise price of options already offered under the
2000 Stock Option Plan.

         (2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low bid price of the common stock on the
Nasdaq Over-the-Counter Bulletin Board on January 18, 2001.
PROSPECTUS

                              STRATABASE.COM, INC.

                        1,750,000 SHARES OF COMMON STOCK

         We have prepared this prospectus so that one or more of our officers,
directors, key employees, consultants and agents may resell the shares of common
stock issuable upon exercise of options granted to them under our 2000 Stock
Option Plan. The selling stockholders have the right to determine both the
number of shares they will offer and the time or times when they will offer the
shares. They may sell the shares at the market price at the time of the sale or
at such other prices as they may negotiate.

         We will not receive any proceeds from the sale of such shares of stock
but will receive an aggregate of $625,000 if all the options granted to date are
exercised.

         There is limited trading of our common stock. Our common stock is
currently traded on the Nasdaq Over-the-Counter Bulletin Board under the symbol
"SBSF." On January 18, 2001, the closing sale price of the common stock was
$1.09 per share.

         OUR COMMON STOCK IS A SPECULATIVE INVESTMENT AND INVOLVES A HIGH DEGREE
OF RISK AND SHOULD BE CONSIDERED ONLY BY INVESTORS WHO CAN AFFORD TO SUSTAIN A
LOSS OF THEIR ENTIRE INVESTMENT. YOU SHOULD READ THE DESCRIPTION OF THE RISKS
UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 6 BEFORE PURCHASING OUR
COMMON STOCK.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is January 22, 2001.
TABLE OF CONTENTS

Incorporation of Documents By Reference.......................................1

Forward-Looking Statements....................................................2

Prospectus Summary ...........................................................3

Risk Factors..................................................................4

Use of Proceeds..............................................................11

Selling Stockholders.........................................................11

Plan of Distribution.........................................................12

Legal Matters................................................................14

Experts......................................................................14

Commission Position on Indemnification for Securities Act Liabilities........14

Exhibit Index..............................................................II-5

                                        i
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to incorporate information by reference into this
prospectus, which means that we can disclose important information to you be
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in, or incorporated by reference in,
this prospectus. This prospectus incorporates by reference the following
documents that we have previously filed with the SEC:

         1. The Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999;

         2. The Quarterly Reports on Form 10-QSB for the fiscal quarters ended
March 31, 2000, as amended; June 30, 2000 and September 30, 2000;

         3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the annual report referred to in (1) above;

         4. The description of our common stock contained in our registration
statement filed under the Exchange Act registering such common stock under
Section 12 of the Exchange Act, including any amendment or report file for the
purpose of updating such description; and

         5. All reports and other documents that we file after the date of this
prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall hereby be deemed to be
incorporated by reference in and to be a part of this Registration Statement by
reference from the date of filing of such documents. Any statement contained
herein or in a document or report incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this registration statement.

         You may request a copy of these filings or all of the documents that we
incorporate by reference in this prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents) at no cost by writing or calling us at Stratabase.com, Inc.,
34314 Marshall Road, Suite 203 Abbotsford, B.C., V2S.1L2, Canada. The telephone
number is (604) 504-5811.

                                       1
WHERE YOU CAN FIND MORE INFORMATION ABOUT US

         We file reports, proxy statements and other information with the SEC.
You may read and copy any document we file at the Public Reference Room of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New
York, NY 10048, and at 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511. Please call 1-800-SEC-0330 for further information concerning the
Public Reference Room. Our filings also are available to the public from the
SEC's website at www.sec.gov. We distribute to our stockholders annual reports
containing audited financial statements.

                           FORWARD-LOOKING STATEMENTS

         Information specified in this prospectus contains "forward looking
statements" which can 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. Such statements are subject
to certain risks, uncertainties and assumptions. No assurances can be given that
the future results anticipated by the forward-looking statements will be
achieved. The following matters constitute cautionary statements, identifying
important factors with respect to such forward-looking statements, including
certain risks and uncertainties that could cause actual results to vary
materially from the future results covered in such forward-looking statements.
Among the key factors that have a direct bearing on our results of operations
are the effects of various governmental regulations, the fluctuation of the
direct costs and the costs and effectiveness of our operating strategy. Other
factors could also cause actual results to vary materially from the future
results covered in such forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties, including those
described in the section captioned "Risk Factors."

                                       2
PROSPECTUS SUMMARY

         We have prepared this summary to assist you in your review of this
document. This summary highlights what we believe are the significant aspects of
our business. However, this summary does not include all of the information in
this document that may be important to you. This summary is qualified in its
entirety by reference to, and should be read in conjunction with, the more
detailed information, appearing elsewhere in this prospectus. You should
carefully read this entire document, including the specific risks described in
the "Risk Factors" section and the financial statements including the notes.

         We develop open-source Customer Relationship Management, or CRM,
software for our clients and for general distribution. In turn, we provide our
clients with web-based marketing communications services, which fall within the
category of CRM, which utilize our software. "Open-source" refers to software
whose source code is open and freely distributed.

         Our open-source CRM software is web-based software designed to carry
out, track, report, and manage large-scale custom email communications
campaigns. The source code is open and freely distributed, and available over
the Internet to anyone who wants to download it.

         The release of our internal CRM software represented a turning point in
our development. Previously, our CRM software was proprietary custom software
and not available to the public. It was meant to support the web-based marketing
communications campaigns we carried out on behalf of our clients. However, as
our internal programming and networking capabilities developed, we decided to
release the source code of our software. We believe that by making our
open-source CRM software freely available to anyone who wants to use it, we may
attract more users, which, in turn, could lead to more service contracts for us.

         We realize that there is substantial risk in developing open-source
software, because the revenue potential is as yet unproven. The revenue that we
have realized thus far has been from the provision of web-based marketing
communications services to our clients. We intend to continue to offer these
services to our clients, as that is our only substantial source of revenue.

         The technology on which our software is built is also open source. The
source code itself is written in PHP, an open source programming language. Our
software is designed, therefore, to run most optimally on servers running the
Apache web server and the Linux operating system, and utilizing MySQL. It is
designed for use over the Internet, using a standard web browser.

         Stratabase.com, Inc. 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 34314 Marshall Road, Suite 203 Abbotsford, B.C., V2S.1L2,
Canada. The telephone number is (604) 504-5811.

                                       3
RISK FACTORS

         IN ADDITION TO THE OTHER INFORMATION SPECIFIED IN THIS PROSPECTUS, THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING US AND OUR
BUSINESS BEFORE PURCHASING OUR COMMON STOCK. PURCHASE OF OUR COMMON STOCK IS
SPECULATIVE IN NATURE AND INVOLVES NUMEROUS RISKS. NO PURCHASE SHOULD BE MADE BY
ANY PERSON WHO CANNOT AFFORD TO LOSE THE ENTIRE AMOUNT OF SUCH INVESTMENT.

WE HAVE LIMITED RESOURCES, HAVE SUSTAINED LOSSES SINCE OUR INCEPTION AND EXPECT
TO CONTINUE TO DO SO.

         As of June 30, 2000, we had working capital of $259,566 incurred losses
since inception totaling approximately $316,033. Because we are emerging from
the developmental stage and have no share of the Internet market, we may incur
losses for a long time.

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN JUDGE OUR PROSPECTS.

         We were organized in November 1998 and thus have limited operating
history and limited operating revenues. In order to be successful, we must
continue to sell web-based marketing and communications services that utilize
our software. Specifically, as an early stage entity in the rapidly evolving
market for Customer Relationship Management software and services, we will face
numerous risks and uncertainties including our ability to:

      o  anticipate and adapt to changing Internet technologies;
      o  generate significant revenues from the provision of our services;
      o  develop a sales force; o implement sales and marketing initiatives;
      o  offer compelling and effective services and software;
      o  attract, retain and motivate qualified personnel;
      o  respond and adjust to actions taken by competitors;
      o  build operations and technical infrastructure to effectively manage
         growth; and
      o  integrate new technologies and services.

WE NEED TO GROW AND MANAGE OUR GROWTH TO BECOME PROFITABLE.

         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 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 will limit or even entirely
negate our chances to be profitable if we do not grow or if we cannot manage our
growth.

                                       4
OUR VICE PRESIDENT OF CORPORATE DEVELOPMENT CANNOT DEVOTE ALL OF HIS TIME TO OUR
BUSINESS.

         Mr. Coombes, our Vice President of Corporate Development, is active in
other unrelated businesses. As a result, will not be able to devote his
full-time to our affairs. He plans to continue these activities, which 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.

IF WE LOSE THE SERVICES OF OUR OFFICERS, OUR CHANCES OF SUCCESS WILL BE
DIMINISHED.

         We are heavily dependent on the efforts of our officers, especially our
Chairman of the Board, President, CEO, Treasurer and Secretary, Mr. Newton. The
loss of the services of any of our employees or officers, especially Mr. Newton
or Mr. Coombes, would be detrimental to our plans and significantly diminish our
chances of success. Currently, we do not have any employment agreements with any
of our officers, and we do not have key man insurance coverage on Mr. Newton or
Mr. Coombes.

              RISKS RELATED TO OPEN SOURCE SOFTWARE BUSINESS MODELS

THE MARKET FOR OPEN SOURCE CRM SOFTWARE IS STILL DEVELOPING, AND OPEN-SOURCE
SOFTWARE BUSINESS MODELS ARE UNPROVEN.

         The markets for our services have only recently begun to develop.
Demand and market acceptance for software developed under the open-source
development model and services relating to these products are subject to a high
level of uncertainty and risk. Few open-source software products have gained
widespread commercial acceptance. If open source software and the services that
run on open source software should fail to gain widespread commercial
acceptance, our business, operating results and financial condition would be
materially adversely affected.

OPEN SOURCE SOFTWARE DISTRIBUTION DOES NOT GENERATE REVENUES.

         Our software is available over the Internet without cost to the user.
Therefore, we will not derive any revenue from the use of our software and must,
for now, rely completely on selling web-based marketing communications services
that utilize our open source software for our revenue.

              RISKS RELATED TO OUR FINANCIAL RESULTS AND CONDITION.

WE HAVE ARE SUBJECT TO RISKS FREQUENTLY ENCOUNTERED BY EARLY STAGE COMPANIES.

         Stratabase was founded in November 1998. We began offering CRM services
in the form of web-based marketing communications which run on our internally
developed software in October 1999. As a new company, we are subject to the
uncertainties and difficulties encountered by early stage businesses, such as
our ability to implement sales and marketing plans and attain, retain and
motivate qualified personnel. You must consider our prospects in light of the
risks and difficulties frequently encountered by early stage companies in new
and rapidly evolving markets.

                                       5
WE EXPECT TO INCUR SUBSTANTIAL LOSSES IN THE FUTURE.

         We have incurred substantial losses since our inception. We expect our
expenses relating to sales and marketing, research and development and
administration, to increase in the immediate future. As a result, we expect to
incur significant losses for the foreseeable future and cannot be certain when
or if we will achieve profitability. Failure to become and remain profitable
within the time frame expected by investors may adversely affect the market
price of our common stock and our ability to raise capital and continue
operations.

OUR QUARTERLY RESULTS OF OPERATIONS MAY FLUCTUATE SIGNIFICANTLY AND ARE
DIFFICULT TO FORECAST.

         Due to our limited operating history and the unpredictability of our
industry, our revenue and net income (loss) may fluctuate significantly from
quarter to quarter and are difficult to forecast. Many of our expenses are fixed
in the short term. We may not be able to adjust our spending quickly if our
revenue falls short of our expectations. Accordingly, a revenue shortfall in a
particular quarter would have a disproportionate adverse effect on our net
income (loss) for that quarter. Further, we may make administrative, marketing,
acquisition or financing decisions that could adversely affect our business,
operating results and financial condition.

         Our quarterly operating results will fluctuate for many reasons,
including:

         o  our ability to retain existing customers, attract new customers and
            satisfy our customers' demand;
         o  changes in gross margins of our current and future services;
         o  the timing of the release of upgraded versions of our software;
         o  introduction of new software and services by us or our competitors;
         o  changes in the market acceptance of open source software solutions;
         o  changes in the usage of the Internet and online services;
         o  the effects of any acquisitions or other business combinations,
            including one-time charges, goodwill amortization and integration
            expenses or operational difficulties; and
         o  technical difficulties or system downtime affecting the Internet or
            our website.

         For these reasons, you should not rely on period-to-period comparisons
of our financial results to forecast our future performance. Our future
operating results may fall below expectations of securities analysts or
investors, which would likely cause the trading price of our common stock to
decline significantly.

WE HAVE EXPERIENCED RAPID GROWTH, WHICH HAS PLACED A SIGNIFICANT STRAIN ON OUR
RESOURCES.

         Since January 1, 2000 we have experienced a period of growth and
expansion that has placed, and continues to place, demands on our resources. Our
total revenue increased during the last fiscal year, and from January 1, 2000 to
September 30, 2000, the number of employees increased from 4 to 6. We expect any
future growth to place further demands on our operational and financial
resources.

                                       6
To accommodate our anticipated growth we must:

         o  improve existing operational and financial systems, procedures and
            controls;
         o  hire, train and manage additional qualified personnel, including
            sales and marketing, professional services and software engineering
            and development personnel; and
         o  effectively manage multiple relationships with our customers,
            suppliers and other third parties.

         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 manage growth effectively it could have a material adverse effect on
our business, operating results and financial condition.

WE FACE INTENSE COMPETITION FROM ESTABLISHED SOFTWARE DEVELOPERS AND CRM SERVICE
PROVIDERS.

         The market for CRM software and the services that run on CRM software
is intensely competitive and rapidly changing. We face significant competition
from larger companies with greater financial resources and name recognition than
we have. These competitors include Siebel Systems, SAP, Broadbase, E.piphany,
Kana Communications, Aprimo, MarketFirst, PrimeResponse, Recognition Systems,
and dozens of others, all of whom have significantly greater financial resources
and offer more advanced software tools than we do. 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.

WE FACE INTENSE COMPETITION FROM OTHER SOFTWARE AND SERVICE SUPPLIERS, AND NEW
COMPETITORS MAY ENTER OUR MARKETS EASILY.

         The market for CRM 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 300 private and public
suppliers of CRM 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 indicated a growing interest in the market for CRM 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, because our software is open-source software, which means
that it can be downloaded from the Internet for free and modified and
re-distributed with few restrictions, traditional 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

                                       7
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.

WE MAY NOT SUCCEED IN THE EXPANSION OF OUR SERVICES.

         Our strategic focus is on selling web-based marketing communications
services that utilize our open source software. Historically, this is where we
have derived virtually all of our revenue. Since we give away our software for
free, it is unlikely that we will ever make any revenues from the sale of it. We
cannot be certain that our customers will continue to 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 expansion 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 THAT 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. These transactions create risks such as:

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

         Our inability to efficiently and effectively address these risks could
have a material adverse effect on our business, operating results and financial
condition.

COMPETITION FOR SKILLED TECHNICAL PERSONNEL IN OUR INDUSTRY IS INTENSE.

         Our future performance also depends upon our ability to attract and
retain highly qualified programming, technical, sales, 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 services or infrastructure.

                                       8
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. Our business, results of
operations and financial condition could be materially adversely affected if we
incur significant costs to adapt, or if we cannot adapt, to these changes.

IF WE DO NOT DEVELOP AN EFFECTIVE SALES FORCE, WE MAY NOT GENERATE SIGNIFICANT
REVENUES OR BECOME PROFITABLE.

         We currently have a small sales team consisting of three individuals.
In order to grow, we must develop a larger sales team. Our ability to do so
successfully involves a number of factors. They include the competition in
hiring and retaining sales personnel, our ability to integrate and motivate
sales personnel and the length of time it takes for new sales personnel to
become effective. Our failure to develop and maintain an effective sales team
would have a negative effect upon our business prospects.

ANY REVENUES RECEIVED IN CANADIAN DOLLARS WOULD DECREASE IN VALUE BECAUSE OF THE
UNFAVORABLE CURRENCY EXCHANGE RATE.

         Although we are a Nevada corporation, our operations are located in
Canada. Accordingly, most of our revenues may be in Canadian dollars. In recent
years, the currency exchange rate of the Canadian dollar into the US dollar has
steadily dropped. This trend is likely to continue. The continued lowering of
the value of the Canadian dollar vis-a-vis the US dollar may have a materially
adverse effect on our business, results of operations and financial condition.

MANAGEMENT AND PRINCIPAL SHAREHOLDERS HAVE COMPLETE CONTROL OVER OUR COMPANY AND
INVESTORS MAY NOT HAVE AN EFFECTIVE VOICE IN THE MANAGEMENT OF OUR COMPANY.

         Our current management and principal shareholders own approximately
82.12% of the outstanding shares of our common stock. Accordingly, they are able
to control the management policies and conduct of our business. In addition, if
management and the principal shareholders exercise all of their options to
acquire our common stock, they could own an additional 820,000 shares of our
common stock, or 84.17% of all of outstanding common stock.

SHARES ELIGIBLE FOR SALE AFTER THE EXERCISE OF OUTSTANDING OPTIONS COULD
NEGATIVELY AFFECT OUR STOCK PRICES.

         The prevailing market price of our common stock could be adversely
affected upon the exercise of the outstanding options for shares of common stock
and subsequent sale of those shares in the public market, or the perception that
these sales may occur.

                                       9
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
or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities may become 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 SEC 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 secondary market, if one is formed.

                     RISKS RELATING TO THE LEGAL UNCERTAINTY

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 have a material adverse effect on our business, operating results
and financial condition.

                                       10
FAILURE TO PROTECT OUR TRADEMARKS COULD HARM OUR BRAND BUILDING EFFORTS AND OUR
ABILITY TO COMPETE EFFECTIVELY.

         We may be unable to detect the unauthorized use of, or take appropriate
steps to enforce, our trademark rights. We have begun the registration process
of our trademarks "Stratabase.com" and "Utarget.com" in the United States but
this is not yet complete, nor do we have any assurances that the trademark
applications will be successful. Failure to adequately protect our trademark
rights could harm or even destroy the Stratabase.com brand and impair our
ability to compete effectively. Furthermore, defending or enforcing our
trademark rights could result in the expenditure of significant financial and
managerial resources, which could materially adversely affect our business,
operating results and financial condition.

WE MAY BE SUED AS A RESULT OF INFORMATION RETRIEVED FROM OUR WEB SITE.

         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
or through content and materials that may be posted by visitors to our website.
Our insurance may not adequately protect us against these types of claims.

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the shares.
However, we expect to use the proceeds from the exercise of options to purchase
the shares for working capital and other general corporate purposes.

                              SELLING STOCKHOLDERS

         The following table sets forth the name and address of each selling
stockholder, the number of shares of common stock he beneficially owned as of
January 15, 2001, the number of shares that the selling stockholder may offer,
and the number of shares and percentage of common stock that the selling
stockholder will beneficially own upon completion of the offering, assuming all
of the shares offered are sold. The percentage ownership is based on 6,353,772
shares of common stock outstanding as of January 15, 2001. The selling
stockholders can sell up to an aggregate of 820,000 shares of our common stock
under this prospectus.

                                       11
Number of         Percentage of       Number of      Number of Shares      Percentage of
                                       Shares Owned       Shares Owned       Shares to be      Owned After         Shares Owned
Selling Stockholder                  Before Offering     Before Offering         Sold            Offering           After Offering
-------------------                  ---------------     ---------------    --------------       --------        -----------------
Trevor Newton (1)
c\o Stratabase.com, Inc.                2,710,400            37.49%            400,000           2,310,400              36%
34314 Marshall Road Abbotsford, B.C.
V25 IL2

Fred Coombes (2)                        1,042,300            14.42%            350,000             692,300              11%
c\o Stratabase.com, Inc. 34314
Marshall Road Abbotsford, B.C.
V25 lL2

Mary Martin (3)                         1,352,072            18.70%             70,000           1,282,072            17.73%
248 West Park Avenue
Long Beach, NY 11561
(1) Chairman of the Board of Directors, Chief Operating and Executive
             Officer, President, Secretary and Treasurer.

         (2) Vice-President of Corporate Development and a director.

         (3) Mary Martin is a stockholder of ours who holds more than 5% of our
             issued and outstanding capital stock.
PLAN OF DISTRIBUTION

         The selling stockholders (or, subject to applicable law, their
pledgees, donees, distributees, transferees or other successors in interest) may
sell shares from time to time in public transactions, on or off the Nasdaq OTC
Bulletin Board, or private transactions, at prevailing market prices or at
privately negotiated prices, including but not limited to, one or any
combination of the following types of transactions:

         o  ordinary brokers' transactions;
         o  transactions involving cross or block trades or otherwise on the
            Nasdaq OTC Bulleting Board;
         o  purchases by brokers, dealers or underwriters as principal and
            resale by such purchasers for their own accounts pursuant to this
            prospectus;
         o  through market makers or into an existing market for the common
            stock;
         o  in other ways not involving market makers or established trading
            markets, including direct sales to purchasers or sales effected
            through agents;
         o  through transactions in options, swaps or other derivatives (whether
            exchange-listed or otherwise);
         o  in privately negotiated transactions; or
         o  to cover short sales.

                                       12
In effecting sales, brokers or dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in the
resales. The selling stockholders may enter into hedging transactions with
broker-dealers, and in connection with those transactions, broker-dealers may
engage in short sales of the shares. The selling stockholders also may sell
shares short and deliver the shares to close out such short positions. The
selling stockholders also may enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares,
which the broker-dealer may resell pursuant to this prospectus. The selling
stockholders also may pledge the shares to a broker or dealer, and upon a
default, the broker or dealer may effect sales of the pledged shares pursuant to
this prospectus.

         Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders in amounts to be
negotiated in connection with the sale. The selling stockholders and any
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting
compensation.

         Information as to whether underwriters who the selling stockholders may
select, or any other broker-dealer, is acting as principal or agent for the
selling stockholders, the compensation to be received by underwriters that the
selling stockholders may select or by any broker-dealer acting as principal or
agent for the selling stockholders, and the compensation to be paid to other
broker-dealers, in the event the compensation of such other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including a prospectus supplement, if any, to any person who
purchases any of the shares from or through such dealer or broker.

         We have advised the selling stockholders that during such time as they
may be engaged in a distribution of the shares they are required to comply with
Regulation M promulgated under the Securities Exchange Act. With certain
exceptions, Regulation M precludes any selling stockholder, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security that is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchases made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of the common stock.

                                       13
LEGAL MATTERS

         The validity of the shares of common stock offered by this prospectus
has been passed upon for the Company by Herrick, Feinstein LLP, 2 Park Avenue,
New York, NY 10016.

                                     EXPERTS

         The consolidated financial statements as of December 31, 1999 and 1999,
and for each two years in the period ended December 31, 1999, incorporated in
this prospectus by reference, have been incorporated herein in reliance on the
report of Moss Adams LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing

                   COMMISSION POSITION ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

         Our directors and officers are indemnified as provided in the Nevada
Revised Statutes and our By-laws. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to our directors, officers and
controlling persons, we have been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.

                                       14
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The SEC allows us to incorporate information by reference into this
prospectus, which means that we can disclose important information to you be
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in, or incorporated by reference in,
this prospectus. This prospectus incorporates by reference the following
documents that we have previously filed with the SEC:

         1. The Annual Report on Form 10-KSB for the fiscal year ended December
31, 1999;

         2. The Quarterly Reports on Form 10-QSB for the fiscal quarters ended
March 31, 2000, as amended; June 30, 2000 and September 30, 2000;

         3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by the annual report referred to in (1) above;

         4. The description of our common stock contained in our registration
statement filed under the Exchange Act registering such common stock under
Section 12 of the Exchange Act, including any amendment or report file for the
purpose of updating such description; and

         5. All reports and other documents that we file after the date of this
prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall hereby be deemed to be
incorporated by reference in and to be a part of this Registration Statement by
reference from the date of filing of such documents. Any statement contained
herein or in a document or report incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this registration statement.

         You may request a copy of these filings or all of the documents that we
incorporate by reference in this prospectus (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents) at no cost by writing or calling us at Stratabase.com, Inc.,
34314 Marshall Road, Suite 203 Abbotsford, B.C., V2S.1L2, Canada. The telephone
number is (604) 504-5811.

                                       II-1
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-03300
for further information on the Public Reference Room. Our SEC filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at www.sec.gov.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         The securities reoffered pursuant to this registration statement were
originally issued in reliance upon the exemption from registration permitted
under Rule 506 of Regulation D promulgated under the Securities Act.

ITEM 8.  EXHIBITS

         4.1   Registrant's Certificate of Incorporation*

         4.2   Registrant's Certificate of Amendment of its Certificate of
               Incorporation*

         4.3   Registrant's Bylaws*

         4.4   Stratabase.com, Inc., 2000 Stock Option Plan

         4.5   Form of Stock Option Agreement

         5.1   Opinion of Herrick, Feinstein LLP as to the legality of the
               securities being registered.

         23.1  Consent of Herrick, Feinstein LLP (included in Exhibit 5.1)

         23.2  Consent of Moss Adams LLP

         24.1  Power of Attorney (Contained on the signature page of this
               Registration Statement)

         *Previously filed with the Registrant's SB-2 on August 8, 1999, SEC
File Number 99685236.

                                       II-2
ITEM 9.  UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:

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

         (ii) to reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decease in the volume of securities offered (if the total dollar value of the
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.

         (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

         (iv) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be anew registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment of the Registrant of expenses incurred
or paid by the director, officer or controlling person of the Registrant in the
successful defense of any 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 its 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 Act and will be governed by the final adjudication of
such issue.

                                       II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of New York, State of New York, on January 18, 2001.

                                STRATABASE.COM, INC.

                                   By:   /s/ Trevor Newton
                                         -------------------------------------
                                         Trevor Newton, Chairman, President,
                                         Chief Executive Officer,
                                         Secretary and Treasurer

                                POWER OF ATTORNEY

         KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Trevor Newton with the power of
substitution, his attorney-in-fact, to sign any amendments to this Registration
Statement and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that his substitute, may do or choose to be done by
virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated.
SIGNATURE                            TITLE                                DATE
         ---------                            -----                                ----
/s/  Trevor Newton                 Chairman, President, Chief                January 18, 2001
----------------------------       Executive Officer,
    Trevor Newton                  Secretary and Treasurer, Director

/s/  Fred Coombes                  Vice President of Corporate               January 18, 2001
----------------------------       Development, Director
   Fred Coombes
II-4
EXHIBIT INDEX

         4.1   Registrant's Certificate of Incorporation*

         4.2   Registrant's Certificate of Amendment of its Certificate of
               Incorporation*

         4.3   Registrant's Bylaws*

         4.4   Stratabase.com, Inc., 2000 Stock Option Plan

         4.5   Form of Stock Option Agreement

         5.1   Opinion of Herrick, Feinstein LLP as to the legality of the
               securities being registered.

         23.1  Consent of Herrick, Feinstein LLP (included in Exhibit 5.1)

         23.2  Consent of Moss Adams LLP

         24.1  Power of Attorney (Contained on the signature page of this
               Registration Statement)

         *Previously filed with the Registrant's SB-2 on August 8, 1999, SEC
File Number 99685236.

                                      II-5