SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SUITE 101.COM, INC.
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(Name of Issuer)
COMMON STOCK $.01 PAR VALUE
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(Title of Class of Securities)
865073 10 0
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(CUSIP Number)
284085 B.C. LTD.
401 HIDHURST PLACE
WEST VANCOUVER, BC V7S 1K2
604-926-0868
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 25, 2002
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
CUSIP NO. 865073 10 0
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1. Name of Reporting Person 284085 B.C. Ltd.
S.S. or IRS Identification No. of Above
Person Not Required
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2. Check the Appropriate Box if a Member of (a) [ ]
a Group (b) [X]
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3. SEC Use Only
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4. Source of Funds WC
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5. Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or
2(e) Not Applicable
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6. Citizenship or Place of Organization
Province of British Columbia
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7) Sole Voting
Power 418,545
Number of -----------------------------------------------------------
Shares 8) Shared Voting
Beneficially Power -0-
Owned by -----------------------------------------------------------
Reporting 9) Sole Dispositive
Person: Power 418,545
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10) Shared
Despositive
Power -0-
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11. Aggregate Amount Beneficially Owned By
Each Reporting Person 418,545
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12. Check if the Aggregate Amount in Row
(11) Excludes Certain Shares Not Applicable
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13. Percent of Class Represented by Amount
in Row (11) 3.07%
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14. Type of Reporting Person CO
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is
shares of common stock, par value $.001 per share (the "Shares"), of
Suite101.com, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 1122 Mainland Street, Suite 210,
Vancouver, British Columbia, Canada V6B 5L1.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by 284085 B.C. Ltd. ("BC Ltd."). BC Ltd.
is a corporation organized under the laws of the Province of British Columbia.
Its principal business is diversified investing. Its address is 401 Hidhurst
Place, West Vancouver, BC, Canada V7S 1K2. The name, citizenship, present
principal occupation or employment and business address of each Director and
executive officer of BC Ltd. and each other person controlling BC Ltd. is set
forth in Schedule A hereto.
Neither BC Ltd. nor any Director or executive officer of BC Ltd. has,
during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
On February 13, 2002, Mr. Bradshaw entered into agreements to sell, at
a price of $0.25 per share, an aggregate of 1,436,565 of his shares of Common
Stock. The purchasers of the shares are five investors none of whom acquired
more than five percent of the shares of the Company outstanding and none of whom
are residents of the United States. The shares sold include all of the shares
held by Mr. Bradshaw, other than options to purchase 418,545 shares exercisable
at prices ranging from $0.25 to $1.50 per share. Concurrently with the sale of
the shares, Mr. Bradshaw resigned as a Director, and the Chairman and Chief
Executive Officer of the Company.
As of the date hereof, except as described herein, BC Ltd. does not
have any plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of
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its subsidiaries; (d) any change in the present board of directors or management
of the Company including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's Certificate of Incorporation or other actions which may
impede the acquisition of control of the Company by any person; (h) causing a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 25, 2002, BC Ltd. holds beneficially the following
securities of the Company.
Percentage of shares of
Title of security Amount Common Stock (1)
----------------- ------ ----------------
Common Stock 418,545(2) 3.07%
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(1) Calculated in accordance with Rule 13d-3.
(2) The shares are issuable on exercise of options at prices ranging from $0.25
to $1.50 per share.
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(b) BC Ltd. has the sole power to vote or to direct the vote of the
Shares held by it and has the sole power to dispose or to direct the disposition
of the Shares held by it. By virtue of his relationships with BC Ltd., Peter
Bradshaw, may be deemed to beneficially own, as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended, the Shares which BC
Ltd. directly beneficially owns. Such person disclaims beneficial ownership of
the Shares for all other purposes.
(c) None
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: February 27, 2002
284085 B.C. Ltd.
By /s/Peter Bradshaw
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President
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SCHEDULE A
Peter L. Bradshaw, Canadian
Director, President and CEO 284085 BC Ltd.
Director and President Suite101.com Inc.
309 - 1122 Mainland Street, Vancouver, B.C. V6B 5L1, Canada
Wilber Kanke, Canadian
Director 284085 B.C. Ltd.
President, Kanke Seafood Restaurants Limited
638 - 375 Water Street, Vancouver, B.C. V6B 5C6, Canada
Mary Ellen Bradshaw, Canadian
Secretary 284085 B.C. Ltd.
Home Maker
401 Hidhurst Place, West Vancouver, B.C. V7S 1K2, Canada
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