SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
Stratabase.Com
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
855699
--------------------------------------------------------------------------------
(CUSIP Number)
Mr. Trevor Newton David Lubin, Esq.
Stratabase.Com Herrick, Feinstein LLP
34314 Marshall Road 2 Park Avenue
Suite 203 New York, New York 10016
Abbotsford BC (212)592-1400
V2S 112 Canada
Tel.: (800) 475-3349
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 10, 1999
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
----------
(*) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(SC13D-07/99)
<PAGE>
CUSIP No. 855699 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Trevor Newton
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 2,710,400
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,710,400
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,710,400 shares of Common Stock
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.54%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 855699 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
(a) Title of Security: Common Stock, par value $.001 per share
(b) Name of Issuer: Stratabase.Com
(c) Address of Principal Executive Office of the Issuer:
34314 Marshall Road
Suite 203
Abbotsford BC
V2S 1L2 Canada
Item 2. Identity and Background.
(a) Trevor Newton
(b) 34314 Marshall Road
Suite 203
Abbotsford BC
V2S 1L2 Canada
(c) President, Secretary, Treasurer, Chief Operating Officer and
Chief Executive Officer of the Issuer
34314 Marshall Road
Suite 203
Abbotsford BC
V2S 1L2 Canada
(d) During the last five years, there have been no criminal
proceedings against the Reporting Person.
(e) During the last five years, the Reporting Person has not been
a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
(f) The reporting person is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person, as a founder of the Issuer, was issued 2,422,400
shares of Common Stock ("Founder Shares") for nominal consideration
($.0025 per share) by the Issuer. The Reporting Person used personal
funds of $6,056 to purchase such Founder Shares.
Item 4. Purpose of Transaction.
In February 1999, the Reporting Person, as a founder of the Issuer, was
issued 2,422,400 shares of Common Stock for nominal consideration
($.0025 per share) by the Issuer.
The Reporting Person was granted an option to purchase 400,000 shares
of Common Stock at an exercise price of $.50 per share pursuant to an
Option Agreement between the Issuer and the Reporting Person dated July
15, 2000 (the "Option Agreement").
The Reporting Person currently holds such shares of Common Stock for
investment purposes.
The Reporting Person does not currently have any plans or proposals
which would result in any of the actions enumerated in Item 4(a)
through (j).
<PAGE>
CUSIP No. 855699 13D Page 4 of 6 Pages
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date of this filing, the Reporting Person is the
beneficial owner of an aggregate of 2,710,400 shares of Common
Stock which shares represent 37.54% of the total outstanding
shares of Common Stock of the Issuer. Such shares consist of
the following:
(i) 2,310,400 Founder Shares; and
(ii) 400,000 shares representing the presently exercisable
portion of an option granted to the Reporting Person
by the Issuer under the Option Agreement.
The Reporting Person has the sole power to vote and depose of
all of the shares of Common Stock beneficially owned by him.
For purposes of calculating the Reporting Person's percentage
ownership as disclosed in Part I, Answer 13 of this Schedule
13D the total number of issued and outstanding shares includes
6,343,772 shares of Common Stock and 876,000 shares of Common
Stock vested as of date hereof. This calculation does not
include 2,400,000 warrants which are outstanding but are not
exercisable until the effectiveness of a registration
statement covering such warrants.
(c) Except as set forth in Item 4, the only transaction in the
Common Stock effected by the Reporting Person during the past
60 days were gifts made on June 7, 2000 by the Reporting
Person of an aggregate of 112,000 shares of Common Stock.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person has an option to purchase 400,000 shares of Common
Stock at an exercise price of $.50 per share. Such options are
exercisable at any time from and after June 1, 2000 and, unless
otherwise provided in the Option Agreement, remain exercisable for five
years.
Item 7. Material to be Filed as Exhibits.
The following is being filed as an Exhibit to the Schedule 13 D:
10.1 Exhibit A - Option Agreement between Stratabase.Com and Trevor
Newton, dated July 15, 2000.
10.2 STRATABASE.COM 2000 STOCK OPTION PLAN
<PAGE>
CUSIP No. 855699 13D Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 3, 2000
----------------------------------------
(Date)
/s/ Trevor Newton
----------------------------------------
(Signature)
<PAGE>
CUSIP No. 855699 13D Page 6 of 6 Pages
EXHIBIT INDEX
10.1 Exhibit A - Option Agreement between Trevor Newton and Stratabase.Com,
dated July 15, 2000.
10.2 STRATABASE.COM 2000 STOCK OPTION PLAN
