-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DkT6tmK1jkB5JduvWO3v1V5M8BmAuMtMY6G2wNki0I171a/nTtOgt82u2tALGog/ 80Vz8WswNIAMzv2+c73wyQ== 0001130319-02-000158.txt : 20020415 0001130319-02-000158.hdr.sgml : 20020415 ACCESSION NUMBER: 0001130319-02-000158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020308 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUITE 101 COM INC CENTRAL INDEX KEY: 0000896726 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330464753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49686 FILM NUMBER: 02569830 BUSINESS ADDRESS: STREET 1: 1122 MAINLAND STREET SUITE 390 CITY: VANCOUVER B C CANADA STATE: A1 ZIP: V6B 5L1 BUSINESS PHONE: 6046891428 FORMER COMPANY: FORMER CONFORMED NAME: KINETIC VENTURES LTD DATE OF NAME CHANGE: 19970514 FORMER COMPANY: FORMER CONFORMED NAME: NEURO NAVIGATIONAL CORP DATE OF NAME CHANGE: 19941117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 284085 B C LTD CENTRAL INDEX KEY: 0001075828 STATE OF INCORPORATION: A1 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1122 MAINLAND STREET SUITE 390 STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA BUSINESS PHONE: 4168659237 MAIL ADDRESS: STREET 1: 1122 MAINLAND STREET SUITE390 STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA STATE: A1 SC 13D/A 1 o06667a1sc13da.txt AMENDMENT 1 TO SCHEDULE 13D/A 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. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 865073 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) 284085 B.C. LTD. 401 HIDHURST PLACE WEST VANCOUVER, BC V7S 1K2 604-926-0868 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) FEBRUARY 25, 2002 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 1. Name of Reporting Person 284085 B.C. Ltd. S.S. or IRS Identification No. of Above Person Not Required - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of (a) [ ] a Group (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Province of British Columbia - -------------------------------------------------------------------------------- 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 ----------------------------------------------------------- 10) Shared Despositive Power -0- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned By Each Reporting Person 418,545 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 3.07% - -------------------------------------------------------------------------------- 14. Type of Reporting Person CO - -------------------------------------------------------------------------------- -2- 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 -3- 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%
- ---------- (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. -4- (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. -5- 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 ------------------------------------ President -6- 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 -7- -----END PRIVACY-ENHANCED MESSAGE-----