AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON  July 31, 2003
                                                       REGISTRATION NO._________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM SB-2
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              --------------------
                       STOCKGROUP INFORMATION SYSTEMS INC.
             (Exact Name of Registrant as Specified in Its Charter)

        COLORADO                         6282                      84-1379282
 (State or jurisdiction of     (Primary Standard Industrial     (I.R.S. Employer
incorporation or organization)     Classification Code)           Identification
                                                                     Number)

                       SUITE 500 - 750 WEST PENDER STREET
          VANCOUVER, BRITISH COLUMBIA, CANADA  V6C 2T7  (604) 331-0995
               (Address, Including Zip Code, and Telephone Number,
             Including Area Code, of Registrant's Executive Offices)

                                  DEVLIN JENSEN
                            BARRISTERS AND SOLICITORS
                         2550 - 555 WEST HASTINGS STREET
                          VANCOUVER, BC, CANADA V6B 4N5
                                 (604) 684-2550
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

-----------------------
APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable  after  this  registration  statement  becomes  effective.

--------------------
If  any  of  the securities being registered on this Form are being offered on a
delayed  or  continuous  basis  pursuant to Rule 415 under the Securities Act of
1933,  check  the  following  box.  [X]

If this Form is filed to register additional securities for an offering pursuant
to  Rule  462(b)  under  the Securities Act of 1933, check the following box and
list  the  Securities Act registration statement number of the earlier effective
registration  statement  for  the  same  offering.  [ ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(c) under
the  Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering.  [ ]

If  this  Form is a post-effective amendment filed pursuant to Rule 462(d) under
the  Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering.  [ ]

If  delivery  of  the  Prospectus  is  expected to be made pursuant to Rule 434,
please  check  the  following  box.[ ]


                                        1


CALCULATION  OF  REGISTRATION  FEE


                                                                Maximum         Aggregate     Amount of
                                                             Offering Price      Offering    Registration
Description of Securities (1)              Number of Shares   Per Share (2)       Price         Fee
-----------------------------------------  ----------------  --------------  --------------  ------------
                                                                                

Common shares being offered by
selling security holders, originally
acquired in a private placement
December 31, 2002 . . . . . . . . . . . .         3,403,750  $        0.285  $     970,069   $  89.25
-----------------------------------------  ----------------  --------------  --------------  ------------
Common shares underlying warrants,
originally acquired in a private
placement December 31, 2002 . . . . . . .         1,701,875  $        0.22   $     374,413   $  34.45
-----------------------------------------  ----------------  --------------  --------------  ------------
Common shares underlying agent's
warrants, originally acquired in a
private placement December 31, 2002 . . .           150,000  $        0.16   $      24,000   $   2.21
-----------------------------------------  ----------------  --------------  --------------  ------------
Common shares being offered by
selling security holders, originally
acquired in a short  form  offering  June
 4  and  July  16,  2003. . . . . . . . .         3,742,800  $        0.285  $   1,066,698   $  98.14
-----------------------------------------  ----------------  --------------  --------------  ------------
Common shares underlying warrants
issued, originally acquired in a short
form offering June 4 and July 16, 2003. .         1,871,400  $         0.55  $   1,029,270   $  94.69
-----------------------------------------  ----------------  --------------  --------------  ------------
Common shares underlying agent options
originally acquired in a short
form offering June 4 and July 16, 2003. .           374,280  $         0.27  $     101,056   $   9.30
-----------------------------------------  ----------------  --------------  --------------  ------------
Common shares underlying warrants
underlying agent options, originally
acquired in a short form offering
June 4 and July 16, 2003. . . . . . . . .           187,140  $         0.55  $     102,921   $   9.47
-----------------------------------------  ----------------  --------------  --------------  ------------

Totals. . . . . . . . . . . . . . . . . .        11,431,245                  $   3,668,432   $ 337.51
-----------------------------------------  ----------------  --------------  --------------  ------------


1.   All  securities  being  registered  are  common  shares,  no  par  value
2.   Calculated  in accordance with Rule 457(c) and (o) under the Securities Act
     of 1933 solely  for  the  purpose  of  calculating  the  registration  fee.

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


                                        2



PROSPECTUS                           Subject to completion, dated July 31,  2003
----------

THE  INFORMATION  CONTAINED  IN  THIS  PROSPECTUS  IS  SUBJECT  TO COMPLETION OR
AMENDMENT.  A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.  THIS PROSPECTUS IS NOT AN OFFER TO
SELL  THESE  SECURITIES,  AND  IT  IS  NOT  SOLICITING  AN  OFFER  TO  BUY THESE
SECURITIES,  IN  ANY  STATE  WHERE  THE  OFFER  OR  SALE  IS  NOT  PERMITTED.

                       STOCKGROUP INFORMATION SYSTEMS INC.

 7,146,550 shares of common stock to be sold by certain selling security holders
    4,284,695 shares of common stock issuable upon the exercise of outstanding
    warrants and agent options to be sold by certain selling security holders

This  prospectus relates to the offer and sale of 7,146,550 shares of our common
stock  and  4,284,695  shares  of our common stock issuable upon the exercise of
outstanding  warrants  and  agent  options, by certain selling security holders.
The  selling  security  holders  will offer and sell their shares of outstanding
common  stock  and  shares  of  common  stock underlying outstanding warrants at
prevailing  market  prices  or  at  privately  negotiated  prices.

The  shares  will  become  tradable on the effective date of this prospectus. We
will receive no proceeds from sales of shares by the selling shareholders, other
than proceeds, if any, from the exercise of the warrants and agent options.  Our
common  stock  is listed on the O-T-C Bulletin Board under the symbol "SWEB" and
on  the  TSX  Venture  Exchange  under  the symbol "SWB."  On July 29, 2003, the
closing  price  of  our  common  stock  was  $0.285  per  share  on  the  OTCBB.

SEE  "RISK  FACTORS" BEGINNING ON PAGE 7 FOR A DISCUSSION OF MATERIAL ISSUES TO
CONSIDER  BEFORE  PURCHASING  OUR  COMMON  STOCK.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENSE.

                  The date of this prospectus is July 31, 2003


                                        3




                                TABLE OF CONTENTS

                                                                                   
SUMMARY INFORMATION AND RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . .   5
  PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
  SUMMARY FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . .   6
  RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
  CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . .   8
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
  SELLING SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS . . . . . . . . . . . .  18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . .  20
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
  COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
  PREFERRED STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
  CONVERTIBLE DEBENTURES, NOTES AND WARRANTS . . . . . . . . . . . . . . . . . . . .  23
  STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
  LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.  26
ORGANIZATION WITHIN LAST FIVE YEARS. . . . . . . . . . . . . . . . . . . . . . . . .  26
DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
  GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
  EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
  REGULATORY ISSUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
  SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
  RESEARCH AND DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
MANAGEMENT'S DISCUSSION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . .  30
  RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002 . . .  30
  RESULTS OF OPERATIONS - FOR THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001 31
  CRITICAL ACCOUNTING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
  LIQUIDITY AND CAPITAL RESOURCES. . . . . . . . . . . . . . . . . . . . . . . . . .  33
  CORPORATE DEVELOPMENTS DURING THE YEAR . . . . . . . . . . . . . . . . . . . . . .  34
  CORPORATE DEVELOPMENTS SINCE YEAR END. . . . . . . . . . . . . . . . . . . . . . .  35
DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
  INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND DOMAIN NAMES . . . . . . . . . . . .  35
  LEASEHOLD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
  EQUIPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . .  36
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . .  36
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
  AGGREGATED OPTION EXERCISE IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES .  38
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  78
  ANTITAKEOVER EFFECTS OF COLORADO LAW AND OUR ARTICLES OF INCORPORATION AND BYLAWS.  78
  TRANSFER AGENT AND REGISTRAR . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
  SHARES ELIGIBLE FOR FUTURE SALE. . . . . . . . . . . . . . . . . . . . . . . . . .  78
  WHERE YOU CAN FIND ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . .  78
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . . . . . . . . . . . . . . . . . . .  80
  LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS. . . . . . . . . . . . . . . .  81
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. . . . . . . . . . . . . . . . . . . . .  83
RECENT SALES OF UNREGISTERED SECURITIES. . . . . . . . . . . . . . . . . . . . . . .  83
UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . .  86
  A.  EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
  B.  FINANCIAL STATEMENT SCHEDULES. . . . . . . . . . . . . . . . . . . . . . . . .  87
  EXHIBIT 4.10 FORM OF SUBSCRIPTION AGREEMENT DECEMBER 31, 2002. . . . . . . . . . .  88
  EXHIBIT 4.11 FORM OF WARRANT DECEMBER 31, 2002 . . . . . . . . . . . . . . . . . . 104
  EXHIBIT 4.12 SHORT FORM OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . 129
  EXHIBIT 4.13 FORM OF WARRANT FOR SHORT FORM OFFERING . . . . . . . . . . . . . . . 150
  EXHIBIT 4.14 AGENCY AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 175
  EXHIBIT 5.1 CONSENT AND OPINION OF LEGAL COUNSEL . . . . . . . . . . . . . . . . . 194
  EXHIBIT 23.1 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS. . . . . . . . . . . . . 195



                                        4


SUMMARY  INFORMATION  AND  RISK  FACTORS

PROSPECTUS  SUMMARY

THIS  SUMMARY  HIGHLIGHTS  INFORMATION  CONTAINED  ELSEWHERE IN THIS PROSPECTUS.
BECAUSE  IT  IS  A  SUMMARY, IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU
SHOULD  CONSIDER  BEFORE  INVESTING  IN  OUR  COMMON STOCK.  YOU SHOULD READ THE
ENTIRE  PROSPECTUS  CAREFULLY,  INCLUDING  THE  "RISK FACTORS" AND OUR FINANCIAL
STATEMENTS  AND  RELATED  NOTES  APPEARING  ELSEWHERE  IN  THIS  PROSPECTUS,  TO
UNDERSTAND  THIS  OFFERING  FULLY.  References  herein  to  "we",  "us",  "our",
"Company"  or  "Stockgroup" refer to Stockgroup Information Systems Inc. and its
subsidiaries.

     Company  Overview

Stockgroup  is  a  financial  media and technology company which provides a wide
range of financial information services including Financial Software and Content
Systems,  and  Public  Company  Disclosure  and  Awareness  Products.

We  were incorporated under the laws of the State of Colorado in 1994 and have a
December  31st  financial  year  end.

In addition to our corporate headquarters at Suite 500 - 750 West Pender Street,
Vancouver,  British  Columbia,  Canada  V6C  2T7,  we  have  offices in Toronto,
Ontario.  Our  telephone  number at our corporate head office is (604) 331-0995.

A  full  description  of  our  company may be found elsewhere in this prospectus
under  the  heading  "Business".

     Selling  Security Holders

This  prospectus  relates  to the registration for resale of 7,146,550 shares of
our  common  stock  and  4,284,695  shares of our common stock issuable upon the
exercise  of outstanding warrants and agent options, by certain selling security
holders.  The  selling  security  holders  will  offer  and sell their shares of
outstanding  common  stock  and  shares  of  common stock underlying outstanding
warrants at prevailing market prices or privately negotiated prices. We will not
receive  any  proceeds  from  the sale of the securities by the selling security
holders, other than through the exercise, if any, of their outstanding warrants.

     Other Information



                                                
Common stock outstanding prior to the offering:     29,418,371  shares.  This  number does not include shares reserved for issuance
                                                    upon the exercise of outstanding stock options or warrants.

Common stock offered by selling
Security holders:                                   11,431,245 shares. This number assumes the exercise of all outstanding warrants
                                                    to purchase in aggregate 4,284,695 shares of our common stock.

Common stock to be outstanding after the
offering:                                           33,703,066 shares.  This number assumes the exercise of all outstanding
                                                    warrants being offered by the selling security holders.

Net proceeds:                                       We will not receive any proceeds from the sale of the securities by the selling
                                                    security holders.

Trading Symbols:                                    OTCBB: "SWEB"
                                                    TSX Venture Exchange: "SWB"



                                        5


SUMMARY  FINANCIAL  INFORMATION

Set forth below are summary statements of operations data for the quarters ended
March  31, 2003 and 2002 and years ended December 31, 2002 and 2001, and summary
balance  sheet  data  as  of  March 31, 2003, December 31, 2002 and December 31,
2001.  This  information  should  be  read  in  conjunction  with  the quarterly
consolidated financial statements for the quarters ended March 31, 2003 and 2002
and  annual  consolidated  financial statements for the years ended December 31,
2002  and  2001  and  notes  thereto and "Management's Discussion and Analysis",
appearing  elsewhere  in  this  prospectus.



                                              Three Months Ended                       Years Ended
                                                   March 31                            December 31
                                            2003             2002                2002            2001
                                       --------------  ---------------      ---------------  -------------
                                                                                    
STATEMENT OF OPERATIONS DATA:
REVENUE
Revenues. . . . . . . . . . . . . . .  $     601,712   $      442,241       $    1,964,699   $  2,857,151
Cost of revenues. . . . . . . . . . .        157,354          164,248              706,911      1,045,326
                                       --------------  ---------------      ---------------  -------------
Gross profit. . . . . . . . . . . . .  $     444,358   $      277,993       $    1,257,788   $  1,811,825
                                       --------------  ---------------      ---------------  -------------
EXPENSES
Sales and marketing . . . . . . . . .  $     158,774   $       92,060       $      475,038   $    466,954
Product development . . . . . . . . .          7,451           18,498               78,792        241,392
General and administrative. . . . . .        530,288          363,540            1,712,056      1,776,710
Total expenses. . . . . . . . . . . .  $     696,512   $      474,098       $    2,265,886   $  2,485,056
                                       --------------  ---------------      ---------------  -------------
Loss from operations. . . . . . . . .  $    (252,155)  $     (196,105)      $   (1,008,098)  $   (673,231)
Interest income . . . . . . . . . . .              -              146                  195          4,020
Interest (expense). . . . . . . . . .       (216,502)        (184,359)            (319,641)      (596,097)
Gain (loss) on warrants
  liability . . . . . . . . . . . . .              -          (55,000)             (55,000)       242,000
Gain on restructuring
  of convertible notes. . . . . . . .              -        1,088,586            1,088,586              -
Gain on convertible note
  redemption. . . . . . . . . . . . .              -                -                    -         58,701
Other income (expense). . . . . . . .            472            3,951              (12,719)         9,509
                                       --------------  ---------------      ---------------  -------------
Loss before effect of
  cumulative change in
  accounting principle. . . . . . . .  $    (468,185)  $      657,219       $     (306,677)  $   (955,098)
Cumulative effect of
change in accounting
principle . . . . . . . . . . . . . .              -                -                    -        413,546
                                       --------------  ---------------      ---------------  -------------
Net income (loss) . . . . . . . . . .  $    (468,185)  $      657,219       $     (306,677)  $   (541,552)
                                       ==============  ===============      ===============  =============
Basic and diluted loss per share:
Net loss before cumulative change in
  accounting principle. . . . . . . .          (0.02)            0.06                (0.02)         (0.10)
Cumulative effect of change in
  accounting principle. . . . . . . .           0.00             0.00                 0.00           0.04
Net loss. . . . . . . . . . . . . . .          (0.02)            0.06                (0.02)         (0.06)
                                       ==============  ===============      ===============  =============

BALANCE SHEET DATA as at: . . . . . .  March 31, 2003        December 31, 2002       December 31, 2001
                                       ---------------       -----------------       -----------------
Total assets. . . . . . . . . . . . .  $    1,132,241        $      1,451,626        $        723,690
Total liabilities . . . . . . . . . .       2,177,869               2,702,443               3,467,292
Total shareholders' deficiency. . . .      (1,045,628)             (1,250,817)             (2,743,602)




                                        6

RISK  FACTORS

The  following  factors  should be considered carefully in evaluating Stockgroup
and  its  business.

Our limited operating history makes it difficult for you to judge our prospects.

We  have  a  limited  operating  history upon which an evaluation of our current
business  and  prospects  can  be based. We have reported losses for each fiscal
year  since  we became a public company. You should consider any purchase of our
shares  in  light  of the risks, expenses and problems frequently encountered by
all companies in the early stages of its corporate development,  such as lack of
capital,  difficulty attracting high quality personnel, lack of market exposure,
and  uncertainty  about  the  viability  of  its  business  plan.

Liquidity  and  capital  resources  are  uncertain.

We  incurred  a  net  loss of $468,185 for the quarter ended March 31, 2003, and
$306,677  for  the  year  ended  December  31,  2002,  and had a working capital
deficiency  of  $496,462  as  at March 31, 2003. These factors raise substantial
doubt  about  our  ability  to  continue  as  a  going concern and the report we
received  from  our independent accountants for the year ended December 31, 2002
included  an explanatory paragraph stating that there is substantial doubt about
our  ability  to  continue as a going concern as well. We have $209,610 in notes
payable and $78,129 in capital lease payments due within the next twelve months.
We  have raised $0.9M net (referenced elsewhere in this document at C$1.4M gross
proceeds)  in  equity  placements on June 4, 2003, and July 16, 2003, and we may
need  to  seek  additional  capital.  Although  we  have  taken steps to achieve
profitable  operations  in  2003,  there  are  no  assurances  that  we  will be
successful  in  achieving  our  goals.

In  view  of  these  conditions,  our  ability to continue as a going concern is
uncertain  and dependent upon achieving a profitable level of operations and, if
necessary,  on  our  ability  to  obtain  necessary  financing  to  fund ongoing
operations.  As  well,  our  ability  to absorb a large unforseen expenditure is
limited  by  our  current  lack  of  capital  resources.

Computer  equipment  problems  and failures could adversely affect our business.

Problems  or  failures  in  Internet-related  equipment, including file servers,
computers  and  software, could result in interruptions or slower response times
for  our  products,  which  could  reduce  the  attractiveness  of our Web site,
financial  tools  or  software  products  to advertisers and users.  Should such
interruptions continue for an extended period we could lose significant business
and  reputation.  Equipment  problems and failures could result from a number of
causes,  including  an increase in the number of users of our Web site, computer
viruses,  outside programmers penetrating and disrupting software systems, human
error,  fires,  floods,  power  and  telecommunications  failures  and  internal
breakdowns.  In  addition,  any  disruption  in  Internet  access and data feeds
provided  by  third  parties  could  have  a  material and adverse effect on our
businesses.  Our  limited  resources  do  not currently permit us to maintain an
off-site  disaster  recovery  facility.  As  a  result, if we experience a major
disaster  such  as  a  fire,  theft,  or intentional destruction of our computer
equipment,  it  could  have  catastrophic  results  for  our  business.

We  may  not  be  able  to  compete  successfully  against  current  and  future
competitors.

We  currently  compete  with  several other companies offering similar services.
Many  of  these  companies  have significantly greater financial resources, name
recognition,  and  technical  and marketing resources, and virtually all of them
are  seeking  to  improve  their  technology,  products and services. We can not
assure  you  that  we  will  have  the  financial resources or the technological
expertise  to  successfully  meet  this  competition.

We  are  significantly  influenced  by  our  officers,  directors  and  entities
affiliated  with  them.

In  the  aggregate,  ownership  of  Stockgroup  shares  by management represents
approximately  18% of our present issued and outstanding shares of common stock.
These  shareholders, if acting together, will be able to significantly influence
all  matters  requiring  approval  by  shareholders,  including  the election of
directors  and  the  approval  of  mergers  or  other  business  combinations
transactions  involving  the  Company.

We  may  be  unable  to  protect the intellectual property rights upon which our
business  relies.

We  regard  substantial  elements  of  our Web site and underlying technology as
proprietary  and  attempt  to  protect  them by relying on intellectual property
laws,  including  trademark,  service  mark, copyright and trade secret laws and
restrictions  on  disclosure  and  transferring title and other methods. We also
generally  enter  into confidentiality agreements with employees and consultants
and  in  connection  with  license agreements with third parties, and we seek to
control  access to proprietary information. Despite these precautions, it may be
possible  for  a  third party to copy or otherwise obtain or use our proprietary
information  without  authorization  or  to  develop  similar  technology
independently.  There can also be no assurance that our business activities will
not  infringe  upon the proprietary rights of others, or that other parties will
not assert infringement claims against us, including claims that by, directly or
indirectly,  providing  hyperlink  text  links  to  Web  sites operated by third
parties,  we  have infringed upon the proprietary rights of other third parties.

                                        7


It  is  unclear  how any existing and future laws enacted will be applied to the
internet  industry  and  what  effect  such  laws  will  have  on  us.

A number of legislative and regulatory proposals under consideration by federal,
state, provincial, local and foreign governmental organizations may lead to laws
or  regulations  concerning  various  aspects of the Internet including, but not
limited  to,  online  content, user privacy, taxation, access charges, liability
for  third-party  activities and jurisdiction. Additionally, it is uncertain how
existing  laws will be applied by the judiciary to the Internet. The adoption of
new  laws or the application of existing laws may decrease the growth in the use
of  the  Internet,  which  could  in  turn decrease the demand for our services,
increase  the cost of doing business or otherwise have a material adverse effect
on  our  business,  results  of  operations  and  financial  condition.

We may be held liable for online information or products provided by us or third
parties.

Because  materials  may be downloaded by the public on Internet services offered
by  us  or  the  Internet  access providers with whom we have relationships, and
because  third  party information may be posted by third parties on our Web site
through discussion forums and otherwise, there is the potential that claims will
be  made  against  us  for  defamation,  negligence,  copyright  or  trademark
infringement  or other theories. Such claims have been brought against providers
of online services in the past. The imposition of liability based on such claims
could  materially  and  adversely  affect  us.

Even  to  the  extent  such  claims  do  not result in liability, we could incur
significant  costs  in  investigating  and  defending  against  such claims. The
imposition  on  us of potential liability for information or products carried on
or disseminated through our Web site could require implementation of measures to
reduce  exposure  to  such  liability,  which  may  require  the  expenditure of
substantial  resources  and  limit the attractiveness of services to members and
users.

Our  general  liability insurance may not cover all potential claims to which we
are exposed or may not be adequate to indemnify us for all liability that may be
imposed.  Any  imposition of liability that is not covered by insurance or is in
excess  of  insurance  coverage  could  have  a  material  adverse effect on our
business,  results  of  operations  and  financial  condition.

Future  sales  of  shares  may  adversely  impact  the  value  of  our  stock.

We  will attempt to raise additional capital through the sale of common stock in
the  near  future, including through this offering. Future sales of common stock
may  dilute  your  position in the Company. As there is a limited market for our
common  stock,  there  may  be considerable volatility in our stock price due to
selling  and  buying pressures. Future sales of shares by us or our shareholders
could  cause the market price of our common stock to decline. Under the terms of
outstanding  convertible  notes  and debentures the number of shares that may be
issued  under  such instruments may be increased in the event of certain changes
in  our  capital  structure.

The  departure  of  key  personnel could have an adverse impact on our business.

We  employ certain key personnel with skills, including management skills, which
may  be  difficult  to replace quickly.  Should one or more of our key personnel
depart  our  Company  we may incur time and cost losses replacing them.  Even if
replaced,  it is possible that their departure could have a long lasting adverse
impact  on  us.

CAUTIONARY  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS

This  prospectus  contains  "forward-looking  statements." In some cases you can
identify  forward-looking  statements  by  terminology  such  as  "may", "will",
"should",  "could",  "expects",  "plans",  "intends", "anticipates", "believes",
"estimates", "predicts", "potential" or "continue" or the negative of such terms
and  other  comparable  terminology.

These  forward-looking statements include, without limitation, statements about:

-     our  market  opportunity;
-     our  strategies;
-     competition;
-     expected  activities  and expenditures as we pursue our business plan; and
-     the  adequacy  of  our  available  cash  resources.

These statements appear in a number of places in this registration statement and
include  statements  regarding the intent, belief or current expectations of the
Company,  its directors or its officers with respect to, among other things: (i)
trends  affecting  our  financial  condition  or results of operations, (ii) our
business  and  growth  strategies,  (iii) the Internet and Internet commerce and
(iv) our financing plans. Although we believe that the expectations reflected in
the  forward-looking  statement  are  reasonable,  we  cannot  guarantee  future
results,  levels  of  activity,  performance  or  achievements.

                                        8


The  accompanying  information  contained  in this prospectus including, without
limitation,  the  information  set  forth  under  the  headings  "Risk Factors",
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations",  and  "Business"  identify  important  factors that could adversely
affect  actual  results  and  performance.  All  forward-looking  statements
attributable  to  us  are expressly qualified in their entirety by the foregoing
cautionary  statement.

USE  OF  PROCEEDS

We  will  not  receive  any  proceeds from the sale of the securities by the
selling  security holders.

SELLING  SECURITY HOLDERS

This  prospectus  relates  to  the  offering  by the selling security holders of
shares of our common stock acquired by them in an equity investment and exercise
of  warrants  that  the  selling  security  holders  received in certain private
placements.  11,431,245  shares  of  common stock offered by this prospectus are
being  offered  by  the  selling  security  holders  for  their  own  accounts.

     A. 28 SHAREHOLDERS PARTICIPATING IN THE DECEMBER 31, 2002 PRIVATE PLACEMENT

We  are  registering  the  resale  of  5,255,625  shares  for  this  group  of
shareholders.

555625  BC  Ltd.,  APL  Securities, C. Channing Buckland, Carpe Diem Investments
Ltd., Isabel Chiarantano, James McAusland, Jasna Frakes, Jeana Traviss, Kimberly
D.  Hodal,  Madeline  McAusland, Neil Linder, Ronald Blusson, Rudy Lunter, Shane
Myers,  828820  Alberta  Ltd,  Ming  Capital  Enterprises, Turf Holding, Dorothy
Morrison, Sanovest Holdings Ltd., Bank Sal Oppenheim jr. cie, Belzberg Financial
Market  &  News  Inc.,  Clive de Larrabeiti, Darcy A. Higgs, Panorama Public and
Industrial  Communications  Ltd.,  Konstantinos  Tsirigotis,  Les Enterprises de
Richard  Atkinson  Ltee.,  Peter  Krag Hansen, Thomas O'Neill and Bolder Capital
(collectively,  the "selling security holders") purchased an aggregate 3,403,750
units,  each  unit  consisting  of  one  common  share  and one non-transferable
warrant,  at a price of $0.16 per unit for total gross proceeds of $544,600 from
us in a private placement transaction which completed on December 31, 2002. Each
two warrants entitle the holder to acquire one common share at an exercise price
of  $0.22  until  December  31, 2003. We also issued 150,000 agent's warrants to
Bolder  Capital  as a placement fee in the transaction. Each one agent's warrant
is  exercisable  at  $0.16  per  common  share.

As  of  the date of this prospectus none of the warrants or agent's warrants had
been  exercised.

The  following  table  sets  forth  information with respect to the common stock
beneficially  owned  by  the  selling  security  holders  as of the date of this
prospectus. Beneficial ownership is determined in accordance with Securities and
Exchange  Commission  rules and includes voting or investment power with respect
to  the  securities.

The  percentage  interest  of  each  selling  security  holder  is  based on the
beneficial  ownership  of that selling security holder divided by the sum of the
current  outstanding  shares of common stock plus the additional shares, if any,
which would be issued to that selling security holder (but not any other selling
security  holder)  when  exercising  warrants  in  the  future.

To  our  knowledge,  each  of  the  selling security holders has sole voting and
investment  power  over the shares of common stock listed in the table below. No
selling  security holder has had a material relationship with us during the last
three  years, other than as an owner of our common stock or other securities. To
our  knowledge,  none  of  these  investors  is  affiliated  with  the  others.


                                       9




                                                                                                                    Amount  and
                                                                                           Percentage of Stock  Percentage of Stock
                                                     Number of Shares   Number of Shares    Owned Prior To the    Owned After the
Name                                                Beneficially Owned   Offered Herein          Offering             Offering
                                                    ------------------  ----------------  --------------------  -------------------
                                                                                                 
                                                                                                                         0
555625 BC Ltd. . . . . . . . . . . . . . . . . . .              50,000          50,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
APL Securities . . . . . . . . . . . . . . . . . .              75,000          75,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
C. Channing Buckland . . . . . . . . . . . . . . .             236,250         236,250            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Carpe Diem Investments Ltd.. . . . . . . . . . . .              62,500          62,500            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Isabel Chiarantano . . . . . . . . . . . . . . . .              31,250          31,250            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
James McAusland. . . . . . . . . . . . . . . . . .              30,000          30,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Jasna Frakes . . . . . . . . . . . . . . . . . . .              25,000          25,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Jeana Traviss. . . . . . . . . . . . . . . . . . .              60,000          60,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Kimberly D. Hodal. . . . . . . . . . . . . . . . .              60,000          60,000            *                      0%
--------------------------------------------------  ------------------  -----------------  --------------------  ------------------
                                                                                                                         0
Madeline McAusland . . . . . . . . . . . . . . . .              30,000          30,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Neil Linder. . . . . . . . . . . . . . . . . . . .             100,000         100,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Ronald Blusson . . . . . . . . . . . . . . . . . .              60,000          60,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Rudy Lunter. . . . . . . . . . . . . . . . . . . .              30,000          30,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Shane Myers. . . . . . . . . . . . . . . . . . . .             150,000         150,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
828820 Alberta Ltd . . . . . . . . . . . . . . . .             312,500         312,500         1.06%                     0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Ming Capital Enterprises . . . . . . . . . . . . .             475,000         475,000         1.60%                     0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Turf Holding . . . . . . . . . . . . . . . . . . .             500,000         500,000         1.69%                     0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Dorothy Morrison . . . . . . . . . . . . . . . . .             100,000         100,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Sanovest Holdings Ltd. . . . . . . . . . . . . . .             312,500         312,500         1.06%                     0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Bank Sal Oppenheim jr.  Cie. . . . . . . . . . . .              81,250          81,250            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Belzberg Financial Market & News Inc.. . . . . . .             200,000         200,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Clive de Larrabeiti. . . . . . . . . . . . . . . .             100,000         100,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Darcy A. Higgs . . . . . . . . . . . . . . . . . .              62,500          62,500            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------


                                       10




                                                                                                                    Amount  and
                                                                                           Percentage of Stock  Percentage of Stock
                                                     Number of Shares   Number of Shares    Owned Prior To the    Owned After the
Name                                                Beneficially Owned   Offered Herein          Offering             Offering
                                                    ------------------  ----------------  --------------------  -------------------
                                                                                                 
                                                                                                                         0
Panorama Public and Industrial Communications Ltd.             100,000         100,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Konstantinos Tsirigotis. . . . . . . . . . . . . .              10,000          10,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Les Enterprises de Richard Atkinson Ltee . . . . .              50,000          50,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Peter Krag Hansen. . . . . . . . . . . . . . . . .              50,000          50,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Thomas O'Neill . . . . . . . . . . . . . . . . . .              50,000          50,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------
                                                                                                                         0
Bolder Investment Partners . . . . . . . . . . . .             150,000         150,000            *                      0%
--------------------------------------------------  ------------------  ----------------  --------------------  -------------------

*  -  Less  than  1%

     B. 215 SECURITY HOLDERS PARTICIPATING IN THE APRIL 2003 SHORT FORM OFFERING

We  are  registering  the  resale of 6,175,620 shares for this group of security
holders.

The  list  of  security  holders  in  the  table below purchased an aggregate of
3,742,800  units,  each  unit  consisting  of  one  common  share  and  one
non-transferable  warrant,  at  a  price  of  C$0.37  per  unit, for total gross
proceeds of C$1,384,836, from us in a short form offering which completed in two
parts  on  June 4, 2003 and July 16, 2003.  Each two warrants entitle the holder
to acquire one share of us at an exercise price of C$0.75 for 12 months from the
respective  completion  date.  In  addition,  a  group  of  agents  led by First
Associates  Investments  Inc.  and  including  Bolder  Investment Partners Ltd.,
Canaccord  Capital  Corp.,  Haywood  Securities  Inc., Penson Financial Services
Canada,  Wolverton  Securities  Ltd.,  and  Union  Securities  Ltd.  received an
aggregate  of 374,280 agent options, with each agent option entitling the holder
to  acquire  one  unit  as  described  above  for  24 months from the respective
completion  date  at  C$0.37  per  unit.

As of the date of this prospectus none of the warrants or agent options had been
exercised.

The  following  table  sets  forth  information with respect to the common stock
beneficially  owned  by  the  selling  security  holders  as of the date of this
prospectus. Beneficial ownership is determined in accordance with Securities and
Exchange  Commission  rules and includes voting or investment power with respect
to  the  securities.

The  percentage  interest  of  each  selling  security  holder  is  based on the
beneficial  ownership  of that selling security holder divided by the sum of the
current  outstanding  shares of common stock plus the additional shares, if any,
which would be issued to that selling security holder (but not any other selling
security  holder)  when  exercising  warrants  in  the  future.

To  our  knowledge,  each  of  the  selling security holders has sole voting and
investment  power  over the shares of common stock listed in the table below. No
selling  security holder has had a material relationship with us during the last
three  years, other than as an owner of our common stock or other securities. To
our  knowledge,  none  of  these  investors  is  affiliated  with  the  others.

                                       11




                                          Amount and
                                       Number of Shares   Number of Shares  Percentage of Stock   Percentage of Stock
Name                                  Beneficially Owned   Offered Herein    Owned Prior To the     Owned After the
                                                                                 Offering              Offering
------------------------------------  ------------------  ----------------  --------------------  --------------------
                                                                                      
Marc Melnic. . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Robert Grapko. . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Wendy Stang. . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Keith Pascoe-Price. . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Ms. Alice Linderman. . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mike Svab. . . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Margaret Bosch . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Miss Raffelina Lamontagne. . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Wayne Young. . . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Guy Farebrother. . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Roger Michaud. . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Bob Pandelidis . . . . . . . . . . .               3,000             3,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Ann Kostiuk. . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Andy Kostiuk . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Denis Gosselin . . . . . . . . . . .               1,500             1,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Mohammed Elsaghir. . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Ty Lopes . . . . . . . . . . . . . .               1,500             1,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Robin John Wilkinson . . . . . . . .              75,000            75,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Ralph Wallace. . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Colin Magee. . . . . . . . . . . . .               4,500             4,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
940180 Alberta Limited . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Kenneth Leong. . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Ben J Murphy . . . . . . . . . .               3,750             3,750                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Cheryl Enright . . . . . . . . . . .               1,500             1,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Karen Tomter . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Winsome Capital Inc. . . . . . . . .              52,500            52,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Balmon Holdings Ltd. . . . . . . . .             150,000           150,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Cibc World Markets Inc . . . . . . .              65,700            65,700                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Brian Schmidt. . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Oriole Energy Eastern Ltd. . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Barry Slusarchuk . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Gary L Gray Pro Corp.. . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Peter-Paul Holdings. . . . . . . . .             150,000           150,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Steve Mulherin . . . . . . . . . . .              45,000            45,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Ms. Jan Richard. . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Peter Tse. . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
International Benefits Management. .             150,000           150,000                    *                     -
Corporation
------------------------------------
Tony Smith . . . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Dean Bristow . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------



                                       12




                                          Amount and
                                       Number of Shares   Number of Shares  Percentage of Stock   Percentage of Stock
Name                                  Beneficially Owned   Offered Herein    Owned Prior To the     Owned After the
                                                                                 Offering              Offering
------------------------------------  ------------------  ----------------  --------------------  --------------------
                                                                                      
Michelle L Colley. . . . . . . . . .               3,000             3,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Leo Verlaan. . . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Elizabeth Verlaan. . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Steve Simonds. . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Keith Rose . . . . . . . . . . . . .              52,500            52,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Raymond Pineo . . . . . . . . . .              43,500            43,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Sherry Sturko. . . . . . . . . . . .               4,500             4,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr John Robert Conaty And/Or . . . .              15,000            15,000                    *                     -
Mrs Louise Conaty Jtwros
------------------------------------
Warren Seaman. . . . . . . . . . . .               3,750             3,750                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Melissa M Hart . . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Tom Hart . . . . . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Gord Berkhold . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Andrew Watts . . . . . . . . . . . .               3,000             3,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Jenifer Gray . . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Heather Hankins-Bruce. . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Time Frame Construction Ltd. . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Robert J Watts . . . . . . . . .               9,000             9,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Arthur Borzel . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Mark Salmon. . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Jeff Wright. . . . . . . . . . . . .               6,000             6,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Kevin Clarkson . . . . . . . . .               1,500             1,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Yue Tim Pak. . . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Aldo Marangoni For Jesse . . . . . .               3,000             3,000                    *                     -
Marangoni
------------------------------------
Flo Ibsen And Barrie Ibsen Jtwros. .               6,000             6,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Randal Wilson. . . . . . . . . .              75,000            75,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Jack Howorko . . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Bill Brandsma. . . . . . . . . . . .               6,000             6,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Galaxy Players Ltd . . . . . . . . .              37,500            37,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Rykel Resources Ltd. . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. David Westlund . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Gabina Herrmann. . . . . . . . . . .               1,500             1,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Tarik Elsaghir . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Derrick Armstrong. . . . . . . .             150,000           150,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Gary Lobb. . . . . . . . . . . .              45,000            45,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Gary Dagnall . . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mrs. Linda Dagnall . . . . . . . . .              82,500            82,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mark Woods . . . . . . . . . . . . .               3,750             3,750                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------



                                       13




                                          Amount and
                                       Number of Shares   Number of Shares  Percentage of Stock   Percentage of Stock
Name                                  Beneficially Owned   Offered Herein    Owned Prior To the     Owned After the
                                                                                 Offering              Offering
------------------------------------  ------------------  ----------------  --------------------  --------------------
                                                                                      
Shannon L Lussier. . . . . . . . . .               3,750             3,750                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Dean Giesbrecht. . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mrs. Kari-Leigh Whitelaw . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Brian Whitelaw . . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Wayne Cutforth . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Paul Chiasson . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Melinda Chiasson . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Bill Hamilton. . . . . . . . . . . .               2,250             2,250                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Don Serwa. . . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Todd Viollette . . . . . . . . . . .              42,000            42,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
L Kristi Eshleman. . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Aldo Marangoni . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Caribou Land Services Ltd. . . . . .              37,500            37,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Cal Gazdag . . . . . . . . . . . . .              37,500            37,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Hamish Pollard . . . . . . . . . . .               6,000             6,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Domenic Parrotta For Joey. . . . . .              30,000            30,000                    *                     -
Parrotta
------------------------------------
827119 Alberta Ltd . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Roxana J Acheson . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. John Sobkowich . . . . . . . . .               9,000             9,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Denise Blinkal . . . . . . . . . . .               9,000             9,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Bruce Hrabchak . . . . . . . . .               3,000             3,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Nizar Devji. . . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Sandy Tse. . . . . . . . . . . . . .              25,500            25,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Stacy Provins. . . . . . . . . . . .              12,000            12,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Aldo Marangoni For Jenna . . . . . .               3,000             3,000                    *                     -
Maria Marangoni
------------------------------------
Jason Perri. . . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Candace Cooke. . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Gary Whelan. . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Gary Brownlee. . . . . . . . . . . .               1,500             1,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Gary Brownlee For Steven . . . . . .               3,000             3,000                    *                     -
Unsworth
------------------------------------
Rudy Witt. . . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Terry Sheepy. . . . . . . . . . .               3,750             3,750                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Jack Little. . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Richard Block. . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Gordon Jeffery . . . . . . . . . . .              45,000            45,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Danny Rasmussen . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------



                                       14




                                          Amount and
                                       Number of Shares   Number of Shares  Percentage of Stock   Percentage of Stock
Name                                  Beneficially Owned   Offered Herein    Owned Prior To the     Owned After the
                                                                                 Offering              Offering
------------------------------------  ------------------  ----------------  --------------------  --------------------
                                                                                      
Bob Anderson . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. John-Paul Trottier . . . . . . .              90,000            90,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Herb Pflughaupt. . . . . . . . . . .              16,500            16,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Colleen Weeks. . . . . . . . . . . .              16,500            16,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Kirk Pflughaupt. . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Bob Eakin. . . . . . . . . . . .              75,000            75,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
James Belovich . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Leroy N Hiller . . . . . . . . . . .               2,250             2,250                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Leroy Hiller For Jordan Hiller . . .               2,250             2,250                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Neil B Ramsay. . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Neil Ramsay Professional . . . . . .              30,000            30,000                    *                     -
Corporation
------------------------------------
Paul Sabourin. . . . . . . . . . . .              45,000            45,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Alan Olinyk. . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mrs. Mary Panas. . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Paul Vandergust. . . . . . . . . . .               9,000             9,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Marc I Lozynsky. . . . . . . . .               1,500             1,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Michael Marianicz. . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mrs. Marlane Marianicz . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Miss Lori Marianicz. . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Alexander Meinzinger And . . . .              15,000            15,000                    *                     -
Helen Meinzinger Jtwros
------------------------------------
Maurice Walsh. . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Maxine E Webb And Norman . . . . . .              13,500            13,500                    *                     -
Webb Jtwros
------------------------------------
Mr. Dale K Anderson. . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Tony Wong. . . . . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Ms Laura Jean Mack . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Sharon Willcock. . . . . . . . . . .               1,500             1,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Robert Borzel . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Chris Blyth. . . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Barry Brown. . . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Vern Haberlack . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Serge Bonnet . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Leonard Henri Garon. . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Thurston Consulting Ltd. . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Igor Lozynsky. . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. John Ames. . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------



                                       15




                                          Amount and
                                       Number of Shares   Number of Shares  Percentage of Stock   Percentage of Stock
Name                                  Beneficially Owned   Offered Herein    Owned Prior To the     Owned After the
                                                                                 Offering              Offering
------------------------------------  ------------------  ----------------  --------------------  --------------------
                                                                                      
Ash Mukherjee. . . . . . . . . . . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Gary Lynkowski And Denise. . . . . .               7,500             7,500                    *                     -
Lynkowski Jtwros
------------------------------------
Don Osbak. . . . . . . . . . . . . .               3,000             3,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Donna Gaidica. . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Canaccord Capital Corp . . . . . . .             312,000           312,000                 1.06%                    -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Donald Mcinnes . . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Haywood Securities Inc . . . . . . .             300,000           300,000                 1.02%                    -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Jurgen Wollschlager. . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Hanwol Investments Ltd . . . . . . .              37,500            37,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Randy Wold And Tina Wold . . . . . .              15,000            15,000                    *                     -
Jtwros
------------------------------------
Mr. Patrick Stratton . . . . . . . .              75,000            75,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Vern Chipiuk . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Ruth Ferguson. . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Rick Draper . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Charlene Squire. . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mrs. Jacquie Danforth. . . . . . . .               3,000             3,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Sheryl Schlegel. . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Karen Mawhinney. . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
George Kakouros. . . . . . . . . . .              10,500            10,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Andy Borzel . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Joe Stewart. . . . . . . . . . .              30,000            30,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Scott Mackenzie. . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Don Serwa. . . . . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Archibald Nesbitt. . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Baljinder Garcha . . . . . . . . . .               8,100             8,100                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Nazir Mulji. . . . . . . . . . . . .               4,200             4,200                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Rudolph & Margaretha . . . . . . . .               4,200             4,200                    *                     -
Zwamborn
------------------------------------
Patrick O'brien. . . . . . . . . . .              12,000            12,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Antonio Spadafora. . . . . . . . . .              10,500            10,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Inder Singh. . . . . . . . . . . . .               3,600             3,600                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Harold Busat . . . . . . . . . . . .              12,000            12,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Darshan & Kewal Bains. . . . . . . .               4,200             4,200                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------



                                       16




                                          Amount and
                                       Number of Shares   Number of Shares  Percentage of Stock   Percentage of Stock
Name                                  Beneficially Owned   Offered Herein    Owned Prior To the     Owned After the
                                                                                 Offering              Offering
------------------------------------  ------------------  ----------------  --------------------  --------------------
                                                                                      
Leslie Orton . . . . . . . . . . . .               4,200             4,200                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Raymond Hill . . . . . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Bernard De Souza. . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mrs Lucia De Souza And/Or. . . . . .               7,500             7,500                    *                     -
Mr Patrick De Souza Jtwros
------------------------------------
Delores Tam. . . . . . . . . . . . .              51,000            51,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Penson Financial Services. . . . . .              15,000            15,000                    *                     -
In Trust For:Arthur Curley
------------------------------------
Penson Financial Services. . . . . .               7,500             7,500                    *                     -
In Trust For:Kenneth Mcfarland
------------------------------------
Kostas Konstantinou. . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Jim Taylor. . . . . . . . . . . .              22,500            22,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Cherie Anne &/Or Paul Chappelle. . .               7,500             7,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Konstantinos Tsirigotis. . . . . . .              15,000            15,000                    *                     -
Itf Dimitrios
------------------------------------
Konstantinos Tsirigotis Itf Sophia .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr Matt Kuhn . . . . . . . . . . . .              54,000            54,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Panagiota Mattheakis . . . . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Catherine A &/Or Walter Gagen. . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Penson Financial Services. . . . . .              75,000            75,000                    *                     -
In Trust For:Beverly Cherry
------------------------------------
Mr Thomas O'neill. . . . . . . . . .              37,500            37,500                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Mr. Doug Johnson . . . . . . . . . .             150,000           150,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Nikolaos &/Or Athina Kilindris . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Wolverton Securities Ltd.. . . . . .              15,000            15,000                    *                     -
Itf Kinder S Deo
------------------------------------
Wolverton Securities Ltd.. . . . . .              15,000            15,000                    *                     -
Itf Chrisovalantis D Gionis
------------------------------------
Wolverton Securities Ltd.. . . . . .              15,000            15,000                    *                     -
Itf Caroline K Huen
------------------------------------
Wolverton Securities Ltd.. . . . . .              15,000            15,000                    *                     -
Itf Antonios Tsigounis
------------------------------------
Wolverton Securities Ltd.. . . . . .              15,000            15,000                    *                     -
Itf Joanna Kotsiris
------------------------------------
Wolverton Securities Ltd.. . . . . .              15,000            15,000                    *                     -
Itf Konstantinos Tsirigotis
------------------------------------
Penson Financial Services. . . . . .               4,500             4,500                    *                     -
In Trust For:Peter Stratford
------------------------------------
Penson Financial Services. . . . . .               3,000             3,000                    *                     -
In Trust For:Peter Stratford
------------------------------------
Richard Bullock. . . . . . . . . . .           1,045,000           600,000                 3.53%       445,000/  1.51%
------------------------------------  ------------------  ----------------  --------------------  --------------------
First Associates Investments Inc.. .             456,090           456,090                 1.54%                    -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Bolder Investment Partners Ltd.. . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Canaccord Capital Corp.. . . . . . .              12,000            12,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Haywood Securities Inc.. . . . . . .              54,000            54,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Penson Financial Services Canada . .               5,250             5,250                    *                     -
In Trust For: 3QAAGCA - Dan Currie -
Northern Securities Inc.
------------------------------------
Wolverton Securities Ltd.. . . . . .              15,000            15,000                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------
Union Securities Ltd.. . . . . . . .               4,080             4,080                    *                     -
------------------------------------  ------------------  ----------------  --------------------  --------------------



                                       17

PLAN  OF  DISTRIBUTION

SELLING  SECURITY  HOLDERS

The  selling  security  holders  and  any  of  their  pledgees,  assignees  and
successors-in-interest  may,  from time to time, sell any or all of their shares
of  common  stock on any stock exchange, market or trading facility on which the
shares  are  traded  or  in private transactions. These sales may be at fixed or
negotiated  prices.  The selling security holders may use any one or more of the
following  methods  when  selling  shares:

-    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits  purchasers;
-    block  trades in which the broker-dealer will attempt to sell the shares as
     agent  but  may  position and resell a portion of the block as principal to
     facilitate  the  transaction;
-    purchases  by  a broker-dealer as principal and resale by the broker-dealer
     for  its  account;
-    an  exchange  distribution  in  accordance with the rules of the applicable
     exchange;
-    privately  negotiated  transactions;
-    short  sales;
-    broker-dealers  may  agree  with  the  selling  security  holders to sell a
     specified  number  of  such  shares  at  a  stipulated  price  per  share;
-    a  combination  of  any  such  method  of  sale;  or
-    any  other  method  permitted  pursuant  to  applicable  law.

The  selling  security  holders  may  also  sell shares under Rule 144 under the
Securities  Act,  if  available,  rather  than  under  this  prospectus.

The  selling  security  holders  may also engage in short sales against the box,
puts and calls and other transactions in securities of Stockgroup or derivatives
of  our  securities  and  may  sell  or  deliver shares in connection with these
trades.  The  selling  security holders may pledge their shares to their brokers
under the margin provisions of customer agreements. If a selling security holder
defaults  on  a  margin  loan, the broker may, from time to time, offer and sell
pledged  shares.

Broker-dealers  engaged  by  the  selling security holders may arrange for other
brokers-dealers  to participate in sales. Broker-dealers may receive commissions
or discounts from the selling security holders (or, if any broker-dealer acts as
agent  for  the  purchaser  of  shares,  from  the  purchaser)  in amounts to be
negotiated.  The  selling  security  holders do not expect these commissions and
discounts  to  exceed  what  is customary in the types of transactions involved.

The  selling  shareholders and any broker-dealers or agents that are involved in
selling  the shares may be deemed to be "underwriters" within the meaning of the
Securities  Act  in  connection  with such sales. In such event, any commissions
received  by  such  broker-dealers or agents and any profit on the resale of the
shares  purchased  by  them  may  be  deemed  to  be underwriting commissions or
discounts  under  the  Securities  Act.

We are required to pay all fees and expenses incident to the registration of the
shares. We have agreed to indemnify the selling security holders against certain
losses,  claims,  damages  and  liabilities,  including  liabilities  under  the
Securities  Act.

LEGAL  PROCEEDINGS

We are currently involved in litigation with a customer to collect amounts owing
pursuant to a contract entered into in September, 2000. The defendant provided a
$100,000  deposit and contracted us to provide certain lead generation services.
We  delivered  the  requested  services  throughout  October and November, 2000,
however,  the  defendant  defaulted on all additional payments. We are suing the
defendant for the $351,800 balance owing, plus interest and costs. The defendant
has  filed  a  statement  of  defense  and  counterclaim to recover the $100,000
deposit.  As  of the date of this prospectus no further action had been taken by
either  party  and no court date has been set. Although we currently believe the
outcome  of  the  litigation  will  be  in  our  favor,  we  have not elected to
aggressively  pursue  the litigation at this time. We have made no provision for
the  counterclaim  in the financial statements and any settlement or final award
will  be reflected in our statement of operations as the litigation is resolved.

DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

The following table sets forth, as of the date of this prospectus, the name, age
and  position  of  our  directors,  executive  officers  and  other  significant
employees:


                                       18





Director/Officer
      Name               Age            Since                     Position with the Company
-----------------------------------------------------------------------------------------------------------
                                                            
Marcus A. New . . .      33           May 1995(1)         Chief Executive Officer and Chairman of the Board

Leslie A. Landes. .      59           August 1998(2)      President and a Director

David Gillard . . .      33           November 2001       Chief Financial Officer

Craig Faulkner. . .      32           May 1995(3)         Director

David N. Caddey . .      53           June 1999           Director

Louis deBoer II . .      51           October 1999        Director

Jeffrey Berwick . .      32           July 2002           Director


The  backgrounds  of  the  our  directors,  executive  officers  and significant
employees  are  as  follows:

Marcus  A.  New,  B.A.,  Chief  Executive  Officer  and  Chairman  of  the Board

Marcus A. New is the founder, and has been Chairman and Chief Executive Officer,
since  May  of  1995, of Stockgroup. Mr. New formed the vision for Stockgroup in
1995  and developed the company from an idea to the goal of becoming a leader in
information solutions for financial services companies and a leading provider of
investor  relations  products  for  public  companies  on the Internet. Over its
history  he  has  grown the Company by re-investing internally generated capital
and  has  successfully  built  a substantial corporate client roster. Similar to
other  successful  Internet  pioneers,  Mr.  New  created  Stockgroup  based  on
identification  of  the  ways  in  which  the  Internet could be used to provide
services  that  were  not  otherwise available. Prior to that, Mr. New was VP of
AmCan  Public  Relations Group and is currently a director of Iwave.com Inc., an
online information company. Mr. New earned a Bachelor of Arts degree majoring in
business  from  Trinity  Western  University.

Leslie  A.  Landes,  President  and  a  Director

Leslie  A.  Landes  has  served  as  Stockgroup's  President and Chief Operating
Officer  since  August  1998 and has been an advisor to Stockgroup since shortly
after  its inception. Since January 1992, Mr. Landes has served as the President
and  as a director of Landes Enterprises Limited, which he founded, and which is
an  interim  turnaround management consulting company that advised and counseled
clients  in  several industries, including telecommunications and technology, on
issues  ranging  from  mergers  and  acquisitions  to  international  marketing
campaigns. Prior to forming Landes Enterprises in 1992 Mr. Landes spent 13 years
with  the Jim Pattison Group, Canada's third largest privately held company with
sales  in  excess  of  CDN$3  Billion,  with over 13,000 employees. He served as
President  of  The  Jim  Pattison  Sign  Group, Outdoor Group and Communications
Group,  which included radio and television stations and paid subscription print
publications.  Ultimately  he was appointed President of Jim Pattison Industries
Ltd. and Senior Vice President of the parent Jim Pattison Group, responsible for
the  Group's  acquisitions  and  divestitures,  and  with  involvement  in  the
management  of  the  Group's 50 diversified companies. He successfully initiated
and  completed  the  acquisitions  of  other  companies  in  a number of diverse
industries in which the Group was active. Under his direction the Sign Group was
built into the largest electric sign company in the world.  Mr. Landes is also a
director  of  TIR Systems Ltd., a lighting technology company, which is a public
company.

David  Gillard,  CGA,  Chief  Financial  Officer

David  Gillard  has  been Chief Financial Officer of us since November 2001, and
prior  to  that  he  had  been with us in the capacity of Controller since March
2000.  From  1993  to 2000, prior to joining us, he gained extensive finance and
accounting  experience  with  Maynards Industries Ltd., one of the largest asset
conversion companies in North America.  He is a graduate of the British Columbia
Institute  of Technology and has been a Certified General Accountant since 1996.

Craig  Faulkner,  B.A.,  Director

Craig  Faulkner  is  one  of  our  founding  partners.  Mr. Faulkner's skill and
knowledge  of  database-to-Web  solutions  brings  a  history  of innovative and
dynamic solutions. Early in his career, Mr. Faulkner led us to co-develop one of
the  first  portfolio  tracking  tools,  LivequoteSRG, fully based on the use of
Java.  Mr.  Faulkner  managed our programming and information management team at
Stockgroup,  initiated  solutions  with  data  and  hardware  vendors,  while
maintaining  a senior management role and board membership. Under Mr. Faulkner's
direction we implemented a sophisticated blend of both Sun Solaris and Microsoft
solutions.  Mr.  Faulkner is also part of the advisory boards for Brand Fidelity

----------------
1  Mr. New was a founding member and CEO of Stock Research Group Ltd., which was
incorporated  in  May, 1995, and became a director of Stockgroup in March, 1999.
2  Mr.  Landes  became  President  in August, 1998, but was not a director until
June,  1999
3  Mr.  Faulkner  was  a  founding  member and Chief Technology Officer of Stock
Research  Group Ltd., which was incorporated in May, 1995, and became a director
of  Stockgroup  in  March,  1999.


                                       19


an  online  service  addressing the commercial naming and branding business, and
Serveyor,  a  leading  Managed  Service Provider (MSP) for Internet Availability
Monitoring,  Performance  Measurement  and  Quality testing.  On March 28, 2002,
Craig  resigned  as  our Chief Technology Officer but he remains on the Board of
Directors.

David  N.  Caddey,  B.Sc.,  M.Sc.,  Director

David  N. Caddey has been a director of us since June 1999 and has over 26 years
experience  in the business and program management field. Since July 1998 he has
served  as  an  Executive  Vice  President of MacDonald Dettwiler and Associates
Ltd.,  a  space  technology  and  satellite  services  company  that  designs,
manufactures, operates and markets a broad range of space products and services.
During  this  period he has also served as the General Manager of that company's
Space  Missions  Group, where he is responsible for managing the construction of
the  Radarsat-2  spacecraft and associated ground infrastructure program, valued
at  over  $350  million, as well as the construction of the Space Station Mobile
Servicing  System.  From  July  1994  to  June 1998, Mr. Caddey worked as a Vice
President  and General Manager of the Space and Defense Systems Business Area of
MacDonald  Dettwiler  and Associates LtdIn this capacity he was responsible for
marketing  and sales, project management, technical management and post delivery
support.  From  1990  to 1994 he served as Vice President and General Manager of
Geo-information  Systems  of  MacDonald  Dettwiler and Associates Ltd., where he
managed  the  development  of  Radarsat  I  Ground  Segment  Program.

Louis  de  Boer  II,  Director

Louis  de  Boer  has served as a director of us since October 1999. Since May of
1998,  he  has  served  as  President  of  MediaFutures,  Inc.,  which  provides
consulting  services  to  clients  in  the  Internet  and  cable  broadcasting
industries,  including  such  companies as Hearst New Media, Cox Enterprises and
Rainbow  Programming  as  well  as several emerging growth companies.  From July
2000  through  June 2001, he also served as Chief Executive Officer of Automatic
Media  Incorporated, an Internet media and software firm based in New York City.
From  June  1996  to  April  1998, he was Chief Executive Officer at New Century
Network,  an  online  company  formed  by  a  consortium  of the nine leading US
newspaper  organizations, including, Advance Communications, Cox Communications,
The  Chicago  Tribune, Hearst, Gannett, Knight-Ridder, Inc., The New York Times,
The  Washington  Post  and Times-Mirror. From 1977 to December 1994, Mr. de Boer
was  employed at HBO culminating in the positions of Executive Vice President of
HBO  Inc.  and  President  of  its  International  division,  where he played an
instrumental  role  in  helping  negotiate  and  broker deals that significantly
increased  that  company's presence in its international markets. Mr. de Boer is
also a director of Click TV, a television production company in the UK and Priva
Technologies,  both  of  which  are  private  companies.

Jeffrey  Berwick,  Director

Jeff  Berwick  has  served  as  a  director  of  us since July 2002. Mr. Berwick
established  StockHouse  Media Corporation in 1995. StockHouse grew to a size of
250  employees  in  8  countries  worldwide  at  its  peak,  providing financial
information  through  its portals to over a million unique customers. StockHouse
raised  over  $30  million USD from private equity markets. Mr. Berwick held the
position  of  Chief  Executive  Officer and Chairman of the Board for StockHouse
Media  Corporation from its inception. In 2003 Mr. Berwick helped found Covenant
Corporation,  a  leader  in anti-piracy solutions in the entertainment industry,
and  retains  an  active  role  with  the  company.

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets  forth,  as  of  the  date  of  this prospectus, the
beneficial ownership of common stock of each person known to us who owns, or has
the  right  to  acquire  within the next 60 days, more than 5% of our issued and
outstanding  common  stock.




Name and address* of          Amount and Nature        Percent of
  Beneficial Owner         of Beneficial Ownership       Class
-----------------------------------------------------------------
                                                
Marcus A. New. . . . . . .  3,016,500                     9.98%

Yvonne New . . . . . . . .  2,214,500                     7.53%

518464 B.C. Ltd. . . . . .  1,945,000                     6.61%

U.S. Global Funds
  7900 Callaghan Road,
  San Antonio, TX 78229. .  2,400,000                     8.16%


*Unless  otherwise  referenced,  the  address  for  each  of the above mentioned
parties  is c/o Stockgroup Information Systems Inc., Suite 500 - 750 West Pender
Street,  Vancouver,  British  Columbia,  Canada  V6C  2T7.


                                       20


On March 11, 1999, we entered into a Share Exchange and Share Purchase Agreement
with  579818 B.C. Limited, a British Columbia corporation, Stock Research Group,
Inc.,  a  British  Columbia  corporation,  and  all of the shareholders of Stock
Research  Group.  Under  that  agreement  we  acquired  all  of  the  issued and
outstanding shares of Stock Research Group in consideration of which 579818 B.C.
Limited  issued  to  the  Stock  Research  Group  shareholders 3,900,000 Class A
Exchangeable  Shares.  We  also issued to Stock Trans, Inc., our transfer agent,
3,900,000  shares  of  common  stock,  to hold as trustee for the benefit of the
Stock  Research Group shareholders. The exchangeable shares may be converted, at
the option of the holder, into an equal number of shares of common stock held by
the trustee. Pending any such conversion, each holder of the exchangeable shares
may  direct  the trustee to vote an equivalent number of shares of common stock.
The  trustee  has  no  discretion as to the voting or disposition of such common
stock.

As  a  result  of  these  transactions  each  of the former Stock Research Group
shareholders  has  the  right to vote, or to direct the trustee to vote on their
behalf,  a  number of shares of common stock equal to the number of exchangeable
shares  held  of  record  by  them.  In  the  aggregate,  as of the date of this
prospectus,  the  2,808,000 shares of common stock held by the trustee represent
approximately  9.55%  of  our  issued  and  outstanding  shares of common stock.

The  trust  created  by  these  transactions will continue until the earliest to
occur  of  the  following  events:

-    no  outstanding  exchangeable  shares are held by any former Stock Research
     Group  shareholder;
-    each of 579818 B.C. Limited and Stockgroup acts in writing to terminate the
     trust  and  such termination is approved by the holders of the exchangeable
     shares; and no outstanding exchangeable shares are held by any former Stock
     Research  Group  shareholder;  and
-    December  31,  2098.

Marcus  New  directly owns 169,500 exchangeable shares and his wife, Yvonne New,
owns  directly  19,500  exchangeable  shares.  They both indirectly own, through
518464  B.C.  Ltd., a British Columbia company owned by Mr. New as to 50% and by
Mrs.  New  as  to  50%,  1,945,000  exchangeable shares. Accordingly, Marcus and
Yvonne New beneficially own 2,134,000 exchangeable shares of common stock, which
represent  approximately  7.25%  of  our  issued  and  outstanding common stock.

Mr.  New also owns 2,000 shares of common stock which were purchased in the open
market.  On  September 18, 2001, Mr. New was granted options to purchase 100,000
shares  of  common  stock at an exercise price of $0.12 per share. These options
fully  vested  on  March  18, 2002 and expire on September 17, 2007. On March 5,
2002,  Mr. New was granted options to purchase 400,000 shares of common stock at
an  exercise  price of $0.22 per share, fully vesting on the grant date and with
an  expiry  date of March 4, 2008.  On May 13, 2002, Mr. New was granted options
to  purchase  300,000  shares  of common stock at an exercise price of $0.17 per
share,  fully vesting on grant date and with an expiry date of May 12, 2008.  In
combination  with  Mr.  New's  2,134,000  exchangeable shares, his wife's 80,500
common  shares, his 800,000 vested options and 2,000 shares of common stock, Mr.
New  holds  a  beneficial  ownership  position  in  us  of  3,016,500  shares,
representing  approximately  9.98%  of  issued  and  outstanding  common stock.

Yvonne New owns directly 80,500 common shares.  Her direct shares in combination
with  her  beneficial  ownership  of  2,134,000  exchangeable  shares give her a
beneficial  ownership  position  in  us  of  2,214,500  shares,  representing
approximately  7.53%  of  issued  and  outstanding  common  stock.

U.S.  Global  Funds  owns  2,400,000 shares, representing approximately 8.16% of
issued  and  outstanding  common  stock.

     Security  ownership  of  management

The  tables  below  and  the  paragraphs that follow present certain information
concerning  directors,  executive officers and significant employees of us. None
of  our directors, executive officers or significant employees has any immediate
family  relationship  with  any other director, executive officer or significant
employee.


                                       21




                                                                      Shares
                                                                   Beneficially
                                                                       Owned           Percent
Name                           Position with Company               July 31, 2003      of Class
-----------------------------------------------------------------------------------------------
                                                                            
Marcus A. New. . . . . . . .   CEO, Director                        3,016,500           9.98%
Leslie A. Landes . . . . . .   President, Director                    831,560           2.76%
David Gillard. . . . . . . .   Chief Financial Officer                100,000           0.34%
Craig D. Faulkner. . . . . .   Director                               784,000           2.65%
David N. Caddey. . . . . . .   Director                               160,000           0.54%
Louis de Boer II . . . . . .   Director                               100,000           0.34%
Jeffrey Berwick. . . . . . .   Director                               437,230           1.49%
-----------------------------------------------------------------------------------------------
All directors, executive officers and significant employees
as a group                                                          5,429,290          18.10%
-----------------------------------------------------------------------------------------------


Leslie A. Landes acquired 105,000 common shares by exercising 105,000 options on
November 26, 2002. On August 10, 2001, Mr. Landes was granted 533,200 options at
an  exercise  price of $0.22 and with an expiry date of August 9, 2007, of which
426,560  had  vested  as  of  the  date of this filing. On October 22, 2002, Mr.
Landes  was  granted  options  to  purchase 300,000 shares of common stock at an
exercise  price  of $0.15 per share, fully vesting on the grant date and with an
expiry  date  of  October 21, 2008. Mr. Landes' common shares and vested options
provide  him with a beneficial ownership of 831,560 shares representing 2.76% of
our  issued  and  outstanding  common  stock.

David  Gillard  was granted, on April 30, 2001, options to purchase 7,500 shares
of  common  stock  at  an  exercise  price  of $0.31 per share, fully vesting on
October  31,  2001  with a six year exercise term.  On May 13, 2002, Mr. Gillard
was  granted  options  to  purchase 92,500 shares of common stock at an exercise
price  of  $0.15  per  share,  fully vesting on May 13, 2002 and with a six year
exercise term.  Mr. Gillard has beneficial ownership of 100,000 shares of common
stock  representing  less  than  1%  of  issued  and  outstanding  common stock.

Of  the  amount  shown  for  Craig  Faulkner, Mr. Faulkner directly owns 169,000
exchangeable  shares  and  indirectly  owns, through 569358 B.C. Ltd., a British
Columbia  company  owned  by  Mr.  Faulkner,  465,000  exchangeable  shares.  On
September  18,  2001, Mr. Faulkner was granted options to acquire 100,000 shares
of  common  stock  at an exercise price of $0.12 per share, fully vesting on the
March  18,2002,  and  with an expiry date of September 17, 2007.  On October 22,
2002,  Mr. Faulkner was granted options to acquire 50,000 shares of common stock
at  an  exercise  price  of $0.15 per share, fully vesting on the grant date and
with  an  expiry  date of October 21, 2008. Mr. Faulkner, through his direct and
indirect  holdings  and 150,000 vested options, beneficially owns 784,000 shares
representing  2.65%  of  our  issued  and  outstanding  common  stock.

Of  the  amount  shown for David Caddey, 50% (or 30,000 shares) are owned by Ms.
Donna  Caddey,  Mr.  Caddey's  wife.  Mr.  Caddey and his wife each directly own
20,000  exchangeable  shares.  In  addition,  20,000  shares of common stock are
jointly  owned  by  David  and  Donna Caddey. On August 10, 2001, Mr. Caddey was
granted  options  to purchase 50,000 shares of common stock at an exercise price
of  $0.22  per  share,  full  vesting  on August 10, 2002, and an expiry date of
August 9, 2007.  On October 22, 2002, Mr. Caddey was granted options to purchase
50,000  shares  of  common  stock  at an exercise price of $0.15 per share, full
vesting  on  grant date, and an expiry date of October 21, 2008.  In combination
with  his  direct and indirect holdings of 40,000 exchangeable shares and direct
and  indirect  holdings  of  20,000  shares  of common stock, and 100,000 vested
options,  Mr.  Caddey beneficially owns 160,000 shares representing less than 1%
of  issued  and  outstanding  common  stock.

Louis  de  Boer  II  was granted, on August 10, 2001, options to purchase 50,000
shares  of common stock at an exercise price of $0.22 per share, with a six year
term and fully vesting on August 10, 2002.  On October 22, 2002, Mr. de Boer was
granted  options  to purchase 50,000 shares of common stock at an exercise price
of  $0.15  per share, fully vesting on the grant date and with an expiry date of
October  21,  2008.  Mr.  de Boer's vested options provide him with a beneficial
ownership  of 100,000 shares representing less than 1% of issued and outstanding
common  stock.

Jeffrey  Berwick is a 27.8% shareholder in StockHouse Media Corporation. On June
19,  2002,  we  issued  2,080,000 common shares to Stockhouse Media Corporation,
pursuant  to  a  Joint  Venture  Development  and Operation Agreement. After the
release  from escrow of the 2,080,000 shares owned by Stockhouse, and subsequent
division  of such to Stockhouse shareholders, the share ownership of Mr. Berwick
was  437,230  common  shares, representing approximately 1.49% of our issued and
outstanding  common  stock.


                                       22


     Employment  and  severance  agreement

We  have  an  employment  agreement  with  our  President, Leslie A. Landes. The
initial  term  of this agreement is 5 years and expires August 4, 2003, with two
possible  renewal terms of two years each.  By virtue of neither party giving 90
days'  termination  notice  before  August 4, 2003, the management agreement had
been  renewed  until August 4, 2005. Under the agreement Mr. Landes is scheduled
to  receive  a  minimum  compensation  of CDN$150,000 per annum, however, he has
consented  to  receive  only CDN$135,000 per annum until further notice, with no
provision  for a retro-active increase back to CDN$150,000. The agreement may be
terminated  by  us  or Mr. Landes on 30 days notice, and if early termination is
initiated  by  Stockgroup  without  cause,  Mr. Landes is to receive a severance
payment  equal  to  12  months  compensation.

DESCRIPTION  OF  SECURITIES

The  following  description  of  our  securities  and  various provisions of our
Articles  of Incorporation and our bylaws are summaries. Statements contained in
this  prospectus  relating  to such provisions are not necessarily complete, and
reference  is  made to our Articles of Incorporation and bylaws, copies of which
have  been  filed with the Securities and Exchange Commission as exhibits to our
registration  statement  of  which  this  prospectus  constitutes  a  part,  and
provisions  of  applicable  law.  Our  authorized  capital  stock  consists  of
75,000,000 shares of common stock, no par value, of which 29,418,371 shares were
issued  and  outstanding as of the date of this prospectus, and 5,000,000 shares
of preferred stock, no par value, of which no shares were issued and outstanding
as  of the date of this filing. As of the date of this prospectus there were, to
our  knowledge after consultation with our transfer agent, 125 holders of record
of  our  common  stock.

COMMON  STOCK

Each  share  of  our common stock is entitled to share pro rata in dividends and
distributions  with  respect to our common stock when, as and if declared by the
Board  of  Directors  from  funds  legally  available therefor. No holder of any
shares  of  common  stock  has any pre-emptive right to subscribe for any of our
securities.  Upon  dissolution,  liquidation  or  winding  up of Stockgroup, the
assets  will be divided pro rata on a share-for-share basis among holders of the
shares  of  common  stock  after  any  required  distribution  to the holders of
preferred  stock,  if any. All shares of common stock outstanding are fully paid
and  non-assessable.

Each  shareholder of common stock is entitled to one vote per share with respect
to  all  matters  that  are required by law to be submitted to shareholders. The
shareholders are not entitled to cumulative voting in the election of directors.
Accordingly,  the  holders of more than 50% of the shares voting in the election
of  directors  will  be able to elect all the directors if they choose to do so.

Currently,  our bylaws provide that shareholder action may be taken at a meeting
of  shareholders  and may be affected by a consent in writing if such consent is
signed by the holders of the majority of outstanding shares, unless Colorado law
requires  a  greater  percentage. Our Articles of Incorporation provide that our
bylaws  may  be  amended  by  the  affirmative  vote of a majority of the shares
entitled  to  vote  on  such  an amendment. These are the only provisions of our
bylaws  or  Articles  of  Incorporation  that  specify  the  vote  required  by
security holders  to  take  action.

PREFERRED  STOCK

The  Board  of Directors is authorized, without further shareholder approval, to
issue  from  time  to  time  up to an aggregate of 5,000,000 shares of preferred
stock.  The preferred stock may be issued in one or more series and the Board of
Directors may fix the rights, preferences and designations thereof. No shares of
preferred  stock are currently outstanding and we have no present plans to issue
any  shares of preferred stock. The issuance of preferred stock, while providing
desirable  flexibility  in  connection  with  possible  acquisitions  and  other
corporate  purposes,  could  have  the  effect of making it more difficult for a
third  party  to  acquire,  or  of  discouraging a third party from acquiring, a
majority  of  our  outstanding  voting  stock.

CONVERTIBLE  DEBENTURES,  NOTES  AND  WARRANTS

     A.  WARRANTS  ISSUED  WITH  3%  CONVERTIBLE  DEBENTURES

On  January 19, 2001, we entered into a Securities Purchase Agreement with seven
unaffiliated  investors to issue $500,000 of unsecured 3% convertible debentures
and  800,000  non-transferable  share  purchase  warrants.

By  March  15,  2002 all of the principal of the convertible debentures had been
converted  into  common  stock.

The  warrants  remain outstanding and were issued on a pro-rata basis, with each
debenture  holder  receiving  one Series A warrant for each dollar of debentures
purchased  and  three  Series  B  warrants  for  each five dollars of debentures
purchased.  The exercise price of the warrants is $0.25 per share for the Series
A  warrants  and  $0.50 per share for the Series B warrants. The warrants permit
the  holders  to acquire up to an aggregate of 800,000 common shares at any time
up  to  July  31,  2005.


                                       23

     B.  WARRANTS  ISSUED  WITH  8%  CONVERTIBLE  NOTES

On April 3, 2000, we entered into a Convertible Note Purchase Agreement with two
unaffiliated  investors  to  issue  unsecured  8%  convertible  notes and 5-year
callable  warrants  for  gross  proceeds  of $3 million.  As of the date of this
filing  the  principal  balance  of  the  notes  had  been fully extinguished or
converted  into  common  shares.  The  agreement included non-transferable share
purchase  warrants.

The  warrants  permit  the  holders to acquire up to 281,818 common shares at an
exercise  price  of  $3.00 at any time up to March 31, 2005.

     C.  WARRANTS  ISSUED  TO  A  CONSULTANT

On  March  15, 2002, we issued 250,000 warrants to a consultant. Each warrant is
exercisable  for one common share at $0.30, and the warrants expire on September
15,  2003.

     D.  WARRANTS  ISSUED  WITH  A  MARCH  2002  PRIVATE  PLACEMENT

On  March  25,  2002,  a  group of 22 unrelated investors purchased an aggregate
2,000,000  units,  each  unit  consisting  of  one  common  share  and  one
non-transferable  warrant,  at  a  price  of  $0.20 per unit, plus 51,000 common
shares at a price of $0.20 per share, for total gross proceeds of $410,200, from
us  in  a  private  placement  transaction.  Each warrant entitles the holder to
acquire  one share of us at an exercise price of $0.30 until September 30, 2003.

As of the date of this prospectus 335,100 of the warrants had been exercised and
1,664,900  remained  unexercised.

     E.  WARRANTS  ISSUED  WITH  A  DECEMBER  2002  PRIVATE  PLACEMENT

On  December  31, 2002, a group of 28 unrelated investors purchased an aggregate
3,403,750  units,  each  unit  consisting  of  one  common  share  and  one
non-transferable  warrant, at a price of $0.16 per unit for total gross proceeds
of  $544,600  from  us  in  a  private  placement transaction. Each two warrants
entitle  the  holder  to  acquire one common share at an exercise price of $0.22
until  December  31,  2003.  We  also  issued 150,000 agent's warrants to Bolder
Investment  Partners  as  a  placement  fee in the transaction. Each one agent's
warrant  is  exercisable  at  $0.16  per  common  share.

As  of  the date of this prospectus none of the warrants or agent's warrants had
been  exercised.

     F.  WARRANTS  ISSUED  WITH  A  JUNE/JULY  2003  SHORT  FORM  OFFERING

On  June  4, 2003 and July 16, 2003, a group of investors purchased an aggregate
of  3,742,800  units,  each  unit  consisting  of  one  common  share  and  one
non-transferable warrant, at a price of C$0.37 per unit for total gross proceeds
of  C$1,384,836  from us under a Short Form Offering.  Each two warrants entitle
the  holder  to  acquire one common share at an exercise price of C$0.75 for one
year  following  the  respective  issue  date.  We  also  issued 374,280 agent's
options,  with  each option allowing the agent to purchase one unit as described
above  for  C$0.37  for  up  to  24  months following the respective issue date.

As  of  the  date of this prospectus none of the warrants or agent's options had
been  exercised.


STOCK  OPTIONS

     1999  Incentive  Stock  Option  Plan

The  purposes  of  our  1999  Incentive  Stock  Option  Plan  are to enhance our
profitability  and  shareholder  value  by  enabling  us  to  offer  stock based
incentives  to  employees, directors and consultants. The 1999 Stock Option Plan
authorizes  the  grant  to  our,  and  our  respective  subsidiaries, employees,
directors,  consultants  and  advisors,  of:

-    stock  options;
-    restricted  shares (which would generally provide for a substantial risk of
     forfeiture  for  a  period  of  time);
-    deferred shares, which would generally provide for shares to be issued upon
     services  being  rendered;  and

                                       24


-    performance  shares,  which would generally provide for shares to be issued
     upon  the  attainment  of  specified  performance  goals.

Under the 1999 Stock Option Plan we may grant incentive stock options within the
meaning  of  Section 422 of the Internal Revenue Code of 1986, and non-qualified
stock  options.  Incentive  stock  options may only be granted to our employees.

The  number  of  shares  authorized and reserved for grants under our 1999 Stock
Option  Plan  is  2,000,000.  The  1999 Stock Option Plan is administered by the
Board  of  Directors, although the Board has the right to appoint a committee of
two  or  more  non-employee  directors  to  administer  the plan. Subject to the
provisions  of the plan, the Board and the committee have authority to determine
the employees, directors, consultants and advisors who are to receive awards and
the  terms  of  such  awards,  including:

-    the  number  of  shares  subject  to  the  award;
-    the  fair  market  value  of  the  shares  subject  to  options;
-    the  exercise  price  per  share;
-    the  terms  of vesting, including whether vesting accelerates upon a change
     of  control, which may also be granted to participants at any time after an
     award  has  been  granted;  and
-    other  terms.

Grants  of  options  may consist of incentive stock options, non-qualified stock
options  or a combination of both. Incentive stock options must have an exercise
price  equal to at least 100% of the fair market value of a share on the date of
the  award  and non-qualified stock options must have an exercise price at least
equal  to  75%  of the fair market value of a share on the date of the award. If
the grant of an incentive stock option is to a shareholder holding more than 10%
of our voting stock, the exercise price must be at least 110% of the fair market
value  on  the  date  of  grant. Terms and conditions of awards are set forth in
written  agreements  between  the respective option holders and us. Awards under
the  1999  Stock  Option  Plan  may  not be made after March 11, 2009, and stock
options  granted  before  that  date  may  not  have  a  term  beyond that date.

If  the employment with us of the holder of a stock option is terminated for any
reason,  other  than  as a result of a voluntary termination with the consent of
the  Board  or  the  holder's  death  or  disability,  the holder's stock option
terminates  on  the  same  date.  If  the termination is due to such a voluntary
termination the holder may exercise the option, to the extent exercisable on the
date  of  termination  of  employment,  until  three  months  after  the date of
termination.  If  an  option  holder dies or becomes disabled, stock options may
generally  be  exercised,  to  the  extent  exercisable  on the date of death or
disability,  by  the  option  holder  or the option holder's survivors until six
months  after  the  date  of  death  or  disability.

As  of the date of this prospectus options to purchase up to 1,493,576 shares of
common  stock  had  been  granted  under  the  1999  Stock Option Plan, of which
1,043,576  have  been  exercised,  and  options  to purchase 506,424 shares were
available  for  future grants. We have registered the shares subject to issuance
under  our 1999 Stock Option Plan pursuant to our registration statement on Form
S-8  filed  with  the  Securities  and Exchange Commission on November 16, 1999.

     2000  Incentive  Stock  Option  Plan

The  purposes  and  description  of  our  2000  Incentive  Stock Option Plan are
identical to our 1999 Stock Option Plan in all respects, save that the amount of
shares  authorized and reserved for issuance under the 2000 Stock Option Plan is
500,000  shares.  As  of  the  date of this prospectus 421,666 options have been
issued  under  the  2000 Stock Option Plan, of which 264,166 have been exercised
and  78,334  options  are available to be granted. We have registered the shares
subject  to  issuance  under  our  2000  Stock  Option  Plan  pursuant  to  our
registration  statement  on  Form  S-8  filed  with  the Securities and Exchange
Commission  on  May  15,  2001.

     2001  Incentive  Stock  Option  Plan

The  purposes  and  description  of  our  2001  Incentive  Stock Option Plan are
identical to our 1999 and 2000 Stock Option Plans in all respects, save that the
amount  of  shares  authorized  and  reserved  for issuance under the 2001 Stock
Option  Plan  is  1,000,000  shares.  As  of the date of this prospectus 956,402
options have been issued under the 2001 Stock Option Plan, of which 123,202 have
been exercised and 43,598 options are available to be granted. We registered the
shares  subject  to  issuance  under  our 2001 Stock Option Plan pursuant to our
registration  statement  on  Form  S-8  filed  with  the Securities and Exchange
Commission  on  May  13,  2002.

     2002  Incentive  Stock  Option  Plan

The  purposes  and  description  of  our  2002  Incentive  Stock Option Plan are
identical  to  our 1999, 2000, and 2001 Stock Option Plans in all respects, save
that  the  amount  of shares authorized and reserved for issuance under the 2002
Stock  Option  Plan  is  1,500,000  shares.  As  of  the date of this prospectus
1,230,078  options  have  been issued under the 2002 Stock Option Plan, of which
72,878  have  been exercised and 269,922 options are available to be granted. We
registered  the  shares  subject  to  issuance  under our 2002 Stock Option Plan
pursuant to our registration statement on Form S-8 filed with the Securities and
Exchange  Commission  on  May  13,  2002.


                                       25


EXPERTS

The  consolidated  financial  statements  of Stockgroup at December 31, 2002 and
2001,  and  for  each  of  the  two years in the period ended December 31, 2002,
appearing  in  this  prospectus  and registration statement have been audited by
Ernst  &  Young  LLP,  independent  chartered accountants, as set forth in their
report  thereon  (which  contains an explanatory paragraph describing conditions
that raise substantial doubt about our ability to continue as a going concern as
described  in  Note  1  to  the  consolidated  financial  statements)  appearing
elsewhere  herein,  and  are  included in reliance upon such report given on the
authority  of  such  firm  as  experts  in  accounting  and  auditing.

LEGAL  MATTERS

The  validity of the issuance of the common stock offered hereby has been passed
upon  for  us  by  Faegre  &  Benson  LLP.

DISCLOSURE  OF  COMMISSION  POSITION  ON  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES

Our  Articles  of  Incorporation  and  bylaws authorize indemnification of every
person  who  is or was a director of us or is or was serving at our request as a
director  of  another  corporation  of  which we are or were a shareholder.  The
Board  of  Directors may determine whether or not to indemnify any person who is
or  was  an  officer,  employee,  agent  or  person working to the benefit of us
against  all  costs,  charges  and  expenses  actually  incurred by that person.

The directors may cause us to purchase and maintain insurance for the benefit of
any  person  who  is  or  may  be entitled to indemnification as mentioned above
against  any expense or liability from which the person is or may be so entitled
to  be  indemnified  and may secure such right of indemnification by mortgage or
other  charge  upon  all  or any part of our real and personal property, and any
action  taken  by  the  Board  will  not require approval or confirmation by our
shareholders.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  (the  "Securities  Act")  may  be  permitted  to  directors,  officers  or
controlling persons of us pursuant to the foregoing provisions, or otherwise, we
have  been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,  unenforceable.

In  the  event  that a claim for indemnification against such liabilities (other
than  our  payment  of  expenses  incurred  or  paid  by  a director, officer or
controlling  person  of  us  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, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court  of competent jurisdiction the question whether such indemnification by us
is against public policy as expressed in the Securities Act and will be governed
by  the  final  adjudication  of  such  issue.

ORGANIZATION  WITHIN  LAST  FIVE  YEARS

As  set  forth  hereinabove, we have an employment agreement with our President,
Leslie A. Landes. This agreement was signed on August 4, 1998, and has a term of
5 years with two possible renewal periods of two years each. Under the agreement
Mr.  Landes  is  scheduled  to receive a minimum compensation of CDN$150,000 per
annum,  however,  he  has  consented to receive only CDN$135,000 per annum until
further  notice,  with  no  provision  for  a  retroactive  increase  back  to
CDN$150,000.  The  agreement  may  be  terminated by Mr. Landes or us on 30 days
notice,  and  if early termination is initiated by Stockgroup without cause, Mr.
Landes  is  to  receive  a  severance  payment  equal to 12 months compensation.

Other  than  for  our  employment with Mr. Landes, and other than the employment
salary  which  is  presently  payable  by  us  to  Mr.  New,  there are no other
transactions or proposed transactions during the last two years to which we were
a  party,  in  which  any  director, executive officer or a family member of any
director  or  executive  officer had or is to have a direct or indirect material
interest  exceeding  $60,000.

DESCRIPTION  OF  BUSINESS

GENERAL

Stockgroup is a financial media and technology company.  Our revenue streams for
2002  can  be  categorized  into  two  broad  areas:

-     Financial  Software  and  Content  Systems,
-     Public  Company  Disclosure  &  Awareness  Products


                                       26


See  "Products  and  services" below for a full description of these two revenue
streams.  The  clients  for Financial Software and Content Systems are primarily
large  companies  from  many  different markets, such as media, banks and credit
unions,  stock  brokerages,  insurance  and  others. Public Company Disclosure &
Awareness  Products are awareness and disclosure products that are purchased, as
the  name  implies,  by  public  companies  in  all  industries.

     Corporate  Background

We  are  a  United  States  publicly  traded  company  incorporated  in 1995 and
registered  in  Colorado.  Our  head  office  is in Vancouver, British Columbia,
Canada.

We  operated from 1995 to 1997 as a profitable financial Internet technology and
media company that offered proprietary financial news and tools to investors and
companies.

We used our experience and the funds from a public offering in spring of 1999 to
provide  the  foundation  for  the  development  and  initial  marketing  of our
products.  In  October  1999  we  launched  Smallcapcenter.com.  At that time we
believed  that  a subscription/advertising model centering around Smallcapcenter
was  viable.  While parts of this business model did not prove to be profitable,
the exercise of building Smallcapcenter and its related investment tools gave us
a  strong  foundation  of  skills  and a suite of products to sell commercially.
Smallcapcenter  is  still  a  high-traffic  and  well-maintained  portal for the
investment  community,  and  its  drawing  power  is a key driver to many of our
investor  awareness  products.  It  also  serves as an excellent development and
testing  ground  for  new  financial  software  tools being developed by us on a
day-to-day  basis.

From  late  1999  to early 2001 we were hired to create several large enterprise
Web  sites  for  different  clients  on  a  contract  basis.  These  were  large
contracts,  and added a significant amount of revenue to us, but they also added
instability  in  our  cost  structure.  In  early  2001 it was decided that this
E-Business  Solutions  division  would  be de-emphasized in favor of other areas
with  more  profit potential, namely Financial Content and Software Applications
and  Public  Company  Disclosure  and  Awareness  Products  (as described in the
"Products  and  services"  section  below).

From  2000  to  2001  we  expanded  our awareness and disclosure product line to
include  Sector Supplements and automated investor relations Web page tools such
as  the IntegratIR.  We already had a large public company customer base, so the
transition  into  this  area  was  a natural extension of our core competencies.

We  entered  the Financial Content and Software Applications market late in 2000
by  licensing our proprietary financial software tools, content and applications
to  customers  that  need  to  offer financial information to their customers or
improve  their  content  offering.  We  had  access to a wide array of customers
through  our  internal sales team as well as our reseller channels.  Our content
and  software  application  model  is  attractive  to  customers because it is a
comprehensive  and  cost  effective  alternative  to  in-house  development.

Early  in  2001,  as the market for our products and services evolved, it became
apparent  to  us where the most profitable and sustainable areas of the business
were.  They  were Financial Content and Software Applications and Public Company
Disclosure  and Awareness Products (including IntegratIR and other awareness and
disclosure products).  Once these were identified, a more streamlined and stable
cost  structure  was  introduced  and  our  profitability and cash flow began to
improve.

On  June  24,  2002,  under  an  agreement with StockHouse Media Corporation, we
acquired  the  Web  site  assets,  software  and  systems  to run the StockHouse
websites.  We  issued  2,080,000  common  shares  in exchange for the Stockhouse
assets  and  we  control and manage the operations of the assets and receive the
net  revenue to our account. Due to certain provisions in the agreement, we have
the  option of acquiring the remaining 35% of the assets for between 920,000 and
1,120,000  of  our  common  shares  based  on  a  revenue/profit  formula.  The
transaction  was  completed  with  an  arms  length  party,  although one of the
principals  of  StockHouse  Media  Corporation  has  since  become  one  of  our
directors.

Prior  to  that  agreement StockHouse Media Corporation spent approximately C$35
million  on  its technology, brand and business development, ultimately becoming
established  as  one  of  the  leading  online  financial  communities.

That  transaction  provided  several  key  benefits  to  us  including:

-    Augmenting  the  strength  of our Company by integrating the technology and
     products  into  our  existing  infrastructure;
-    The  deepening  and  strengthening of our technology, through incorporating
-    The  immediate  addition of the StockHouse Media Corporation revenue stream
     and  customer  base;  and
-    The integration of resources of the two companies, lowering overall cost of
     delivery,  strengthening  brand  and  adding value to the more than 450,000
     registered  subscribers  and  over  50  million  monthly  page  views  of
     StockHouse.com  and  Smallcapcenter.com.


                                       27


On  July  23,  2002  we  became a reporting issuer in Canada and on December 17,
2002,  we  were  listed and began trading on the TSX Venture Exchange in Canada.

     Products  and  services

Our  understanding  of Internet based financial technology and media has enabled
us  to  leverage  our  products and services to enter new markets and secure new
clients.  Using  a  common integrated technology platform, we have developed two
main  revenue  sources:  Financial  Content and Software Applications and Public
Company  Disclosure  &  Awareness  Products  and  Advertising.

     Financial  Software  and  Contents  Systems

We  have  developed  proprietary  financial applications and tools we license to
clients.  The  clients  for Financial Content and Software Applications are from
many  different  markets,  such  as  news  media, banks and credit unions, stock
brokerages,  leasing,  insurance  and  others.  We  provide  the  tools  on  a
private-labeled  basis, and they are typically sold in licencing contracts of 12
months  or  more.  These  long-term contracts generate stable, recurring revenue
streams.

Many  of  the  tools  are  data-feed  driven.  We  either feed data from our own
aggregated  databases  or  from  third  parties.  The  advantage  of  using  the
Stockgroup  tools  is  that the customer is able to receive data and information
from a variety of different feeds all from point of contact and at a fraction of
the cost of purchasing all feeds individually.  Also, in most cases we add value
by  customizing,  filtering  and  sorting data in the configuration the customer
wants.  We  are  able  to  use  our  economies of scale and automation to give a
product that is efficiently delivered and customized, and at a substantial costs
savings  to  having  the  customer  build  and  manage  it  internally.

Examples of some of the providers of third-party data feeds include Marketguide,
Comtex,  Multex  and  North  American  Quotations.

We  distribute  financial tools through content and application syndicates, such
as  Yellowbrix,  through  channel  resellers  such  as The Associated Press, The
Canadian Press, Comtex News Network, Clarinet Communications and through our own
sales  team.  These  financial tools, applications and content systems cover the
entire  North  American market including mutual funds, commodities and equities.

We  bring  in  market  feeds  through  satellite,  File Transfer Protocol (FTP),
Extensible  Markup  Language (XML) and other delivery formats. We have built and
maintain our proprietary middleware solution that aggregates the multiple feeds,
translates  and builds a common database infrastructure. Our system then cleans,
filters  and  maintains the data in a common database structure. A sophisticated
server  cluster  and  security system backs this content/data management system.
The  data  is  then  streamed  to  our  proprietary  software  applications.

The  following  are  just  a  few  of our over 25 Financial Content and Software
Applications  products:

-    Real-time  stock  quotes  on  major  U.S.  exchanges;
-    North  American  20-minute  delayed  stock  quotes  and  indices;
-    Portfolio  management,  live  portfolio  updates  and  wireless  portfolio
     updates;
-    Most  active  stock  updates;
-    Stock  watch  lists;
-    Company  fundamentals,  SEC/SEDAR  filings;
-    Daily  stock  market  winners/losers,  most  actives;
-    Company  profiles,  stock  screening  (investment data) and technical stock
     analysis;  and
-    Employee  stock  option  calculations.

The  Financial  Content  and  Software Applications is delivered to customers in
four  different  formats:

-    On  an  Application  Service  Provider  (ASP)  basis  where the content and
     software  is  hosted  by  Stockgroup  and  private labeled to the customers
     Internet  or  Intranet  site;
-    Through our proprietary software objects residing on the customers' servers
     which  use  a  proprietary Application Protocol Interface (API) to retrieve
     data  from  our  servers;
-    Through  secured  Extensible  Markup  Language  (XML)  channel;  or
-    Through  different  wireless  devices and modes including handheld devices,
     Short  Message Service (SMS) paging and Wireless Application Protocol (WAP)
     portals  which  have  been  built  and  maintained  by  us.

     Public  Company  Disclosure  and  Awareness  Products


                                       28


We  have  developed  and  own  a  large  array  of Public Company Disclosure and
Awareness  products.  These  products  are  used by clients to either (a) manage
their  investor relations and shareholder communications through their Web site,
(b)  generate  awareness  for  their  company and their stock, (c) improve their
public  disclosure  compliance  or  (d)  advertise  their products and services.

Products  and  services  offered  by  this revenue stream include the IntegratIR
software  system,  Investor Marketplace, E-Mail News Blasts, Sector Supplements,
Stockhouse  @  The  Bell  sponsorship,  Smallcap  Express  sponsorship, Web site
advertising, monthly investor marketing bundles, custom Web site development and
other  online  investor  marketing  products.

Public companies are increasingly outsourcing these activities because they lack
the  internal  skills  and  resources  or  because it is more effective and cost
efficient  than  in-house  development  and  maintenance.  We  offer a 'one-stop
shopping' package for corporate clients and provide everything from news release
tracking and postings to quarterly streaming conference calls. Our understanding
of  this market segment and focus has resulted in a highly specialized bundle of
products including: private label quotes, charts and database tools for building
relationships  with  shareholders and traffic reports to track investor usage of
Web  sites  and  inquiries.

Our  IntegratIR  system  represents  a  whole  new  way  to  manage  shareholder
communications  and reach new investors. The IntegratIR is an investor relations
Web  page and email management system that functions as a software application -
giving  the  Investor  Relations  Officer  and  Chief  Financial Officer desktop
control  over  the  investor relations portion of their Web site. In addition to
standard  features,  such  as dynamic quotes and charts, the IntegratIR provides
powerful  new  tools  that  automate  the  client's online disclosure activities
including  publishing their press releases, publishing of regulatory filings and
distributing  information  requested  by  shareholders,  all  on  a  real-time,
automated  basis.

Other  awareness  products  for  public  companies  include  the  following:

Investor  Marketplace  (IMP),  a  Web  page  which  is actively marketed through
advertising  to  draw  readers,  where  companies  can  be  featured  online  to
prospective investors.  Being featured on the IMP enables customers to get their
name,  profile and internet link in front of a large investor audience that they
may  not  otherwise  be  able  to  attain.

Stockhouse  News  Blasts,  Special Situation Alerts, and NewsHotlines, which are
targeted  e-mail  marketing  tools  used  to  disseminate  news  releases  to an
exclusive  list  of  up  to  450,000  opt-in  investors.

Sector  Supplements, which are a spotlight feature on a certain industry sector,
such  as  energy,  mining, biotech or technology, are an effective exposure tool
for  companies.  In  a  Sector Supplement investors are drawn to a Web site that
features up to 12 companies and contains industry-specific news and information.
Investors  who  visit  this  Web  site  can view each of the featured companies'
profiles,  request  information  or  link directly to the client's own Web site.

Sponsorship  of  the  Stockhouse  @ The Bell/Smallcap Express daily market recap
mailings  that  goes to a large audience of e-mail readers who have signed up to
receive  it through Stockhouse.com and Smallcapcenter.com. A client who sponsors
Stockgroup  @ The Bell/Smallcap Express gets an advertising banner at the top of
each  flight.  This  can be an effective way for the client to get their name in
front  of  a  large  number  of  investors.

Advertising,  which  is  shown  in  various  positions  on  Stockhouse.com  and
Smallcapcenter.com  on  a prescribed rotation, is another way for clients to get
the  attention of a targeted investor audience.  Potential investors who see the
advertisement can 'click through' the ad to get to a jump page which can include
the  client's  own  description  of  their  company  or  product.

The  StockHouse  network (StockHouse.com/.ca/.com.au) offers content aggregation
from  hundreds  of sources, a comprehensive equities database and the Internet's
first syndicated message forums, the BullBoards(TM). The three Web sites attract
investors  in  a  number  of  global  markets,  including  the  USA,  Canada and
Australia.

EMPLOYEES

As of the date of this prospectus we employed 33 people on a full-time basis and
4  people  on  a  part-time  basis.
None  of  our employees are subject to collective bargaining agreements. We have
never  had  a  work  stoppage.  We  believe  relations  with employees are good.

REGULATORY  ISSUES
We are not subject to governmental regulation in our Internet publishing efforts
other  than  local  state  and  municipal  sales  tax  licenses.

A number of legislative and regulatory proposals under consideration by federal,
state, provincial, local and foreign governmental organizations may lead to laws
or  regulations  concerning  various  aspects of the Internet including, but not
limited  to,  online  content, user privacy, taxation, access charges, liability
for  third-party  activities and jurisdiction. Additionally, it is uncertain how



                                       29


existing  laws will be applied by the judiciary to the Internet. The adoption of
new  laws or the application of existing laws may decrease the growth in the use
of  the  Internet,  which  could  in  turn decrease the demand for our services,
increase  the cost of doing business or otherwise have a material adverse effect
on  our  business,  results  of  operations  and  financial  condition.

SUBSIDIARIES

Stockgroup  owns  100%  of  the  issued  and outstanding voting common shares of
579818  B.C.  Ltd.,  which wholly owns Stockgroup Media Inc., a British Columbia
corporation,  and  owns  50%  of Stockscores Analytics Corp., a British Columbia
corporation.  In  addition,  Stockgroup  wholly  owns Stockgroup Systems Ltd., a
Nevada  Corporation, and Stockgroup Australia Pty Ltd, an Australia Corporation.

RESEARCH  AND  DEVELOPMENT

During  2001  and  2002  we  invested  approximately  $241,392  and  $78,792,
respectively,  on research and development related to new products and services.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

The following discussion of the financial condition and results of operations of
Stockgroup should be read in conjunction with the unaudited financial statements
for  the  quarters  ended  March  31,  2003  and  2002 and the audited financial
statements  for the years ended December 31, 2002 and 2001 and the notes thereto
included elsewhere in this prospectus.  This discussion contains forward-looking
statements  that involve risks and uncertainties.  Our actual results may differ
materially  from  those  anticipated  in  these  forward-looking statements as a
result  of  various factors including, but not limited to, those set forth under
"Risk  Factors"  and  elsewhere  in  this  prospectus.

RESULTS  OF  OPERATIONS  -  THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002

The  results  of  the  first three months of 2003 are a product of our continued
focus  on improving the balance sheet and obtaining high quality sales customers
and  partners  for  our Financial Software and Content Systems.  We continued to
acquire  additional  twelve  and  twenty-four  month customers for our Financial
Software  and Content Systems, which will continue to grow our recurring revenue
stream.

Overall  sales  are up from the first three months of 2002. We continue to adapt
to  the  downturn  in  the  Stock  Markets.

                                                       Revenue and Gross Profits
--------------------------------------------------------------------------------
Total revenues in the first three months of 2003 were $0.602 million compared to
$0.442  million in the first three months 2002, an increase of $0.16 million, or
36%.  Our  Public  Company  Disclosure and Awareness Products revenue was $0.385
million compared to $0.285 million in the first three months 2002, a decrease of
$0.100  million  or  35%.  Financial  Software  and  Content Systems revenue was
$0.216  million  compared  to  $0.157 million in the first three months 2002, an
increase  of  $0.059  million  or  38%.

Gross  profits in the first three months of 2003 were $0.444 million compared to
$0.277  million in the first three months 2002, a increase of $0.166 million, or
60%.  Gross profit as a percentage of sales was 74% and 61% for the three-months
periods  ended  March  31,  2003  and  2002  respectively.

We  are  continuing  to  provide  innovative  products  in  our  Public  Company
Disclosure and Awareness Products line, and the IntegrateIR sales remain strong,
delivering  high  value  to customers.  Historically, many of our Public Company
Disclosure  and  Awareness  Products  customers  have  come  from the technology
sector,  and  the  slowdown in this sector has caused considerable attrition. As
well,  part  of the product line has been affected adversely as public companies
reduced  or  eliminated  spending  on  their  awareness  products.  However,  we
continue  to  sign  new  agreements  for  our  disclosure  products  with  major
corporations.  We  have  been  diversifying  our  target market for some time in
order  to  be  less  dependent on any one sector.  We feel that this area of the
business  will  rebound  fully  when the financial markets begin to recover from
their  current  slowdown.

Financial  Software  and Content Systems continues to be a strong contributor to
our  overall  revenue  and gross profits.  Our process has matured over the past
year,  and we are able to efficiently deliver high quality services to customers
for  a  fraction  of the cost to customers of having it done internally. We have
established  relationships  with  major  sales  channels,  media  networks,  and
financial  companies,  and  have  already  seen  significant results.  Financial
Software and Content Systems revenue was up this three month period 38% over the
same  period  a  year  ago,  and  down 0.6% quarter over quarter from the fourth
quarter  2002.  All of this revenue is contractual, typically in 24-month terms,
so  we  have  a  solid  base  of  revenue  in  this  area  to  grow  from.


                                       30


                                                              Operating Expenses
--------------------------------------------------------------------------------
Total  operating  expenses in the first three months of 2003 were $0.696 million
compared  to  $0.474  million  in the same three months last year, a increase of
$0.222  million  or  47%.  This increase was a result of the additional payroll,
amortization  and  foreign  exchange  costs  for  2003.  We  have stabilized our
operating  expenses  at  a  level  which  will  enable  us  to  grow  our  sales
efficiently,  thereby  generating  the  greatest  return  on  investment.

Sales  and  Marketing  expenses were $0.158 million in the first three months of
2003  compared  to  $0.092 million in the first three months 2002, a increase of
$0.066  million,  or  72%. This area of the expenses increased but should remain
relatively  flat  for  the  near  future.

Product  Development  expenses  in  the  first  three months of 2003 were $0.007
million compared to $0.018 million in the first three months 2002, a decrease of
$0.011  million,  or  60%.  As our business has matured, product development has
naturally taken a lesser role.  Our staff is more experienced, and our processes
for  developing  new  products are streamlined so that overall development costs
are  minimized.

General  and  Administrative  expenses  in  the first three months of 2003  were
$0.530  million  compared  to  $0.363  million in the first three months 2002, a
increase  of  $0.167  million,  or  46%. The most notable increases have been in
payroll,  which  is our largest expense category.  We have also had increases in
amortization  due  to  the  acquisition  of  the  Stockhouse  website.


                                         Other Income (Expense) and Income Taxes
--------------------------------------------------------------------------------
Interest  expense  in the first three months of 2003 was $0.216 million compared
to  $0.184 million in the first three months 2002, a increase of $0.032 million,
or  17%.  Of  the  amount  for the first three months of 2003, $0.013 million is
cash  interest,  either  already  paid  or  payable  after the quarter end.  The
remaining  interest is non-cash interest arising out of the conversion of the 8%
convertible  notes  and  the  amortization  of  the  debt  discount  on  the  8%
convertible  notes.

Income  taxes  were  nil  in both the first three months 2003 and the same three
months  2002.  Due  to our net loss position, we did not accrue tax in the first
three  months  of  2003. As at the most recent year end, Stockgroup had tax loss
carry forwards of $5.324 million in Canada which expire in 2006, 2007, and 2008,
and  tax loss carry forwards of $3.144 million in the U.S. which expire in 2019,
2020,  2021,  and  2022.


                                                                      Net Income
--------------------------------------------------------------------------------
The net loss for the first three months of 2003 was $0.468 million compared to a
gain  of  $0.657  million  in  the first three months 2002, a decrease of $1.125
million  or  171%.


RESULTS  OF  OPERATIONS - FOR THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31,
2001

We  are  in a business in which sales are strongly influenced by public interest
in  the  North  American  stock  markets.  Nearly  all  aspects of our business,
including  financial  tools,  investor  marketing and Stockhouse advertising are
affected  by  ups  and  downs  of  the  markets.

The  results  for  the  year 2002 were mixed, as we made a number of significant
improvements  during  the year, but revenue was down from 2001, primarily due to
the  discontinuation  of  our  E-Business  consulting.  In  our first quarter we
improved  our  balance  sheet  by  restructuring and converting a portion of our
convertible debt, and in the process decreased our net loss dramatically through
a gain of $1.089 million.  In our second quarter we acquired a valuable Web site
asset,  software  and  technology  by  acquiring  a majority interest in certain
assets  of  Stockhouse  Media  Inc.  without  expending any cash.  We expect the
Stockhouse  Media Inc. assets will yield positive returns in 2003. In the fourth
quarter  we  raised $0.490 million net in a private placement which improved our
balance  sheet,  and we were accepted for listing on the TSX Venture Exchange in
Canada.  We  emerged  from  2002  stronger  and  more experienced, with a strong
management  team  in  place.

                                                       Revenue and gross profits
--------------------------------------------------------------------------------
Total  revenues for 2002 were $1.965 million compared to $2.857 million in 2001,
a  decrease  of  $0.893  million  or 31%.  The drop in revenue was primarily the
result  of  the  discontinuation  of  our  E-Business  consulting.


                                       31


Our  revenue  from  Public  Company  Disclosure and Awareness Products decreased
compared to last year, from $1.643 million in 2001 to $1.209 in 2002, a decrease
of  $0.434  million or 26%. Much of this decrease was attributed to the decrease
in  public  company  corporate  communications  spending caused by the continued
downturn  in  financial  markets.  Nevertheless,  we  continued  to  direct  a
significant  portion  of  our  sales  efforts in this area because we feel that,
strategically,  this  business  will  be  profitable  for  us  in  the  future.

Financial  Software and Content Systems revenue increased from $0.580 million in
2001  to  $0.756  million  in  2002, an increase of 30%, which was a result of a
gradual  buildup  of recurring monthly fees. The revenue from Financial Software
and Content represented 38% of our total sales in 2002, an increase over the 20%
of  sales  it  represented  in 2001. This is a growing source of revenue that is
expected  to  continue increasing.  We continue to acquire high quality clients,
both  through  new  relationship  building  and referrals from existing clients.

E-Business  revenue  was  nil  in 2002, compared to $0.634 million in 2001.  The
decision  was  made  in 2001 to focus on our scalable recurring product lines in
place  of  consulting  revenue.

Gross  profits in 2002 were $1.258 million compared to $1.812 million in 2001, a
decrease  of  $0.554  million  or  30%. Gross profit margin percentage increased
slightly  from  63% to 64%. Direct costs include direct payroll, bandwidth, data
feeds  and  job-specific  advertising  purchases.

                                                              Operating expenses
--------------------------------------------------------------------------------
Total operating expenses for 2002 were $2.266 million compared to $2.485 million
in  2001, a decrease of $0.219 million or 9%.  Most of the decrease in costs was
in  product  development,  which  dropped off significantly due to the fact that
most  of  our  products  were  in  place  by  the  beginning  of  the  year.

Sales  and  Marketing expenses were $0.475 million compared to $0.467 million in
2001,  an  increase  of  $0.008  million  or  2%.

Product  Development  expenses  in  2002  were $0.079 million compared to $0.241
million  in  2001,  a decrease of $0.163 million or 67%. Our products were fully
developed  by the end of 2001, and our strategy for 2002 was to only develop new
products  if  there was a known demand or request for them.  This led to a sharp
decrease  in  product  development  costs.

General  and  Administrative  expenses  in  2002 were $1.712 million compared to
$1.777  million  in  2001,  a  decrease  of $0.065 million or 4%. Payroll is our
largest  cost  item  in  this  category.  Our  payroll costs remained relatively
stable  throughout  the  year,  with  only  moderate increases and a three-month
period  after  we  acquired  the  Stockhouse  Web  site  when  our employee base
temporarily  increased  by  about  10  people.  In  2001, for comparison, we had
higher  payroll  at  the  beginning  of the year than at the end, so overall the
payrolls  were  similar  in both years. Our emphasis in all other cost areas for
both  2002  and  2001 has been toward cost reduction, with measured expansion in
conjunction  with  expanded  sales  only.

Operating  losses  were  $1.008  million  and  $0.673  million for 2002 and 2001
respectively.  The  increase  of operating loss year over year was due mainly to
the  decrease  in  total  sales.

                                         Other income (expense) and income taxes
--------------------------------------------------------------------------------
Interest  expense in 2002 was $0.320 million compared to $0.596 million in 2001,
a  decrease  of $0.276 million or 46%.  Interest on our 8% convertible notes was
$0.120 million in 2002, compared to $0.193 million in 2001, a decrease of $0.073
million  caused  by  lower  principal  balances  in  2002 and put premiums being
avoided  in  2002  due  to  the  restructuring  of  the notes that took place on
February  6, 2002.  Interest on our 3% convertible debentures was $0.160 million
in 2002, compared to $0.375 million in 2001, a decrease of $0.215 million caused
by the conversion of the full amount of principal in March 2002.  Other interest
was  $0.040  million in 2002, compared to $0.028 million in 2001, an increase of
$0.012  million caused by the addition of a 17% note in July 2002, a 25% note in
October  2002  and  a  new  capital lease in June 2002. Of the $0.320 million in
interest expense in 2002, $0.040 million was paid in cash.  The remaining $0.280
million was a combination of amortized debt discount on the 8% convertible notes
and  deemed  interest  expense  on  the induced conversion of the 3% convertible
debentures.

The  gain on warrants liability of $0.055 million results from the restructuring
of  the  warrants from the 3% convertible debentures, as described in Note 10 of
the  financial  statements.

The  gain  of  $1.089  million  is  the  result  of  the restructuring of our 8%
convertible  notes  in  February 2002, and is further described in Note 7 of our
financial  statements.

Other expense in 2002 was $0.013 million, which consists of net losses on market
value  of  short  term  marketable  securities.


                                       32


Due  to  our  net  loss  position  we  did not incur income tax in 2002 or 2001.

                                                                      Net income
--------------------------------------------------------------------------------
The  net  loss for 2002 was $0.307 million compared to $0.542 million in 2001, a
decrease  in losses of $0.235 million or 43%. This reduction in net loss was due
to the gain of $1.089 million, which offset the increase in ordinary net loss of
$0.326  million.

CRITICAL  ACCOUNTING  POLICIES

Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations  discusses  our  consolidated  financial  statements, which have been
prepared in accordance with accounting policies generally accepted in the United
States.  The  preparation of these consolidated financial statements requires us
to  make estimates and assumptions that affect the assets and liabilities at the
date  of  the  financial  statements  and  the  reported amounts of revenues and
expenses  during  the  reporting  period.  We  believe  the  following  critical
accounting policies affect significant judgments, estimates and assumptions used
in  the  preparation  of  the  consolidated  financial  statements.

     Revenue

Financial  Software  and  Content  Systems  and  Public  Company  Disclosure and
Awareness  Products  revenues  are  recognized as services are rendered based on
contractual  terms  such as usage, fixed fee or other pricing models.  Financial
Software  and  Content Systems are sold in monthly service agreements, typically
12 or 24 months in length.  Public Company Disclosure and Awareness Products are
sold in either one-off or 12-month contract arrangements.  Revenue is recognized
only if a contractual arrangement is in place, no significant obligations remain
and  collection  of the resulting receivable is probable. Start-up fee revenues,
charges  for  implementation and initial integration support of our products are
recognized  over  the  initial  term  of  the contract pursuant to the SEC Staff
Accounting  Bulletin  101,  Revenue Recognition in Financial Statements. Amounts
received  in  advance  are  deferred  and  recognized  over  the service period.

     Property  and  equipment

We  evaluate,  on  a  periodic  basis,  our property and equipment, to determine
whether any events or changes in circumstances indicate that the carrying amount
of  the  asset  may  not  be  recoverable.  We  base  our  evaluation on certain
impairment  indicators,  such  as  the nature of the assets, the future economic
benefit  of  the  assets, any historical or future profitability measurements as
well  as  other  external  market  conditions or factors that may be present. If
these  impairment  indicators  are  present or other factors exist that indicate
that  the  carrying  amount  of the asset may not be recoverable, we then use an
estimate  of  the  undiscounted value of expected future operating cash flows to
determine  whether  the  asset  is  recoverable  and  measure  the amount of any
impairment  as  the  difference between the carrying amount of the asset and its
estimated  fair  value.  The  fair value is estimated using valuation techniques
such  as  market  prices  for similar assets or discounted future operating cash
flows.

Amortization  of  property  and  equipment  is on a straight-line basis over the
asset's  estimated  useful  life.

     Contingencies

From  time  to  time  we  are  subject to proceedings, lawsuits and other claims
related  to labor and other matters. We are required to assess the likelihood of
any  adverse  judgments  or outcomes to these contingencies as well as potential
ranges  of  probable  losses  and  establish  reserves  accordingly.  We  use
professional judgement, legal advice and estimates in the assessment of outcomes
of contingencies.  The amounts of reserve required, if any, may change in future
periods  due  to  new  developments  in  each matter or changes in approach to a
matter  such  as  a  change  in  settlement  strategy.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  ended the first quarter of 2003 with cash and cash equivalents of $178,076 a
decrease  of  $361,894 from Dec 31, 2002. This compares with a net cash decrease
of  $110,324  in Q2 2002, $74,935 in Q3 2002 and a net cash increase of $468,598
in  Q4  2002. Although we expect to generate positive cash flow from operations,
we  are  pursuing  financing to improve our working capital position and to grow
the  business  to  the  greatest  possible extent. We raised $0.9M net in equity
placements  on  June  4,  2003  and  July  16,  2003.

Our  cash used in operations for the first three months of 2003 was $329,545. We
repaid  $20,000  of  our convertible notes, and $47,000 in notes payable.  Other
uses  of cash were repayment of capital lease, totaling $43,398. Sources of cash
included  $84,495  for  proceeds  from  exercise  of warrants and stock options.

You  should  be  cautioned that there can be no assurance that revenue, margins,
and profitability will increase.  In addition, we have $209,610 of notes payable
and  $78,129 of capital lease obligations due within the next 12 months. We may


                                       33


need  to  seek  additional  capital.  There  can be no assurance that we will be
successful in raising a sufficient amount of additional capital or in internally
generating a sufficient amount of capital to meet long-term requirements.  If we
are unable to generate the required amount of additional capital, our ability to
continue  as  a  going  concern  is  in  substantial  doubt.

CORPORATE  DEVELOPMENTS  DURING  THE  YEAR

A  synopsis  of  corporate  highlights  for  2002  is  as  follows.

On  February  6,  2002,  we restructured the 8% convertible notes with Deephaven
Private  Placement  Trading  Ltd.  and  Amro  International,  S.A.  Under  the
restructuring  the  interest rate and prepayment penalties were reduced to zero,
accrued  interest  has been waived, the conversion price is fixed at $0.50 and a
total  of  up to $300,000 cash is required to be paid to the noteholders over 10
quarterly  installments  starting  June 30, 2002.  The new notes have a two-year
term  with  renewal  provisions  for  another two years.  We filed a form 8-K on
February  20,  2002  which  fully  described  the  restructured  notes.

On  February  11, 2002, we announced an agreement with Freedom Communications, a
large  private media company with publications and websites throughout the U.S.,
to  provide  our  Financial  Software  and  Content  Systems  to  its  websites.

On  February  21, 2002, we announced the signing of a market exclusive agreement
with  The Canadian Press, Canada's national news agency, to resell our financial
content  management  and  software  system  in  Canada.

On March 15, 2002, we and the remaining noteholders from the January 19, 2001 3%
convertible  debenture reached an agreement whereby they would convert the $0.2M
balance of the debt into common shares at $0.50 per share. The exercise price of
the  Series 3A warrants has been reduced from $1.00 to $0.25. The exercise price
of  the Series 3B warrants has been reduced from $2.00 to $0.50. The expiry date
for  both  the  Series  3A  and  3B warrants has been extended to July 31, 2005.

On  March  19,  2002,  we signed a licensing agreement with Credential Group for
financial  software  tools  and content. Credential Group is partnered with more
than  450  credit  unions  across  Canada. We will provide Credential Group with
mutual  fund  information,  stock  quotes, interactive charts, indexes and other
financial  information.

On  March  25,  2002,  we  completed  a  $0.410M  financing with 22 unaffiliated
investors.  The  funding included 2,000,000 units consisting of one common share
and one warrant each, at a price of $0.20 per unit, plus 51,000 common shares at
a price of $0.20 per share.  The warrants have an exercise price of $0.25 and an
expiry date of March 31, 2003. The full details of this financing, including all
relevant documents, were filed in a Form 8-K on March 26, 2002 and can be viewed
therein.

On  May  30, 2002, we announced that Profit Magazine had recognized our Canadian
subsidiary  as  one  of  Canada's fastest growing companies. The 2001 Profit 100
list  awards  companies  based  on  their  five-year  revenue  growth.

On  June  24,  2002, we acquired certain of the assets of StockHouse Media Corp.
We  purchased  the  StockHouse  assets,  including  its  financial  communities,
StockHouse.com,  StockHouse.ca  and StockHouse.au, its software applications and
its  infrastructure, with an initial 65% ownership interest for 2,080,000 shares
of  unregistered  common  stock  of  Stockgroup and with an additional option to
acquire  the  remaining  35% interest based on a formula for between 920,000 and
1,120,000 shares. We filed a form 8-K on July 11, 2002 which fully describes the
agreement.

On  September  25, 2002, we retained an independent investment dealer, Canaccord
Capital  Corporation,  to  act as sponsor for the inter-listing of our shares on
the  TSX  Venture  Exchange.

On  October  1,  2002,  we  announced that Intrawest will license our IntegratIR
Software  System.  Our  IntegratIR tool allows Intrawest complete control of the
individual elements of their IR site and enables Intrawest to quickly update and
change  their  site  anytime  from  anywhere  they  have  internet  access.

On  October  8,  2002,  we  announced  a  licensing agreement with National Bank
Financial  to build a customized solution to provide online market data to their
clients.  National  Bank  Financial  is one of the leading securities dealers in
Canada.

On  December 17, 2002, we were accepted for listing in Canada on the TSX Venture
Exchange.

On  December  31, 2002, we closed a private equity placement of 3,403,750 units,
each  unit  consisting  of one share and one warrant, to a group of unaffiliated
investors,  for  gross  proceeds  of  $544,600.


                                       34


CORPORATE  DEVELOPMENTS  SINCE  YEAR  END
On  January 22, 2003, we reached an agreement with AP Digital, a division of The
Associated  Press  that  distributes  news  and  information  to  interactive
applications,  to market and resell our market information and financial content
management  and  software  system  to  AP's  worldwide  network  of  members and
customers.

On  January  26, 2003, we announced a licensing agreement with Global Securities
Information  Inc.  (GSI)  to  provide  GSI's  clients with financial information
powered  by  the software tools and content in our proprietary Financial Content
Management  System.  Global  Securities  Information  Inc.  is  an award-winning
specialty  provider of public-record business transaction information to law and
accounting  firms,  investment  banks,  corporations  and  the  business  press.

On  January  31,  2003,  we  announced that Amro International had converted its
remaining  balance  of  $0.4  million of its convertible debenture. The debt was
converted  into stock at US$0.32 per share as part of a negotiation between Amro
and Stockgroup to eliminate Amro's debt. Our outstanding long-term debt has been
reduced  from  $1.7  million  to  $1.3  million.

On  February  5,  2003, we announced an agreement with UnionBanCal Corporation's
primary subsidiary, Union Bank of California, N.A., pursuant to which Union Bank
will  license  our  cutting-edge  XML  suite  of  financial content and software
applications.  We will customize a scrolling ticker and provide secure XML-based
quotes,  charts  and  other  banking-specific financial content for Union Bank's
customers  and  internal  applications.

On  February  18,  2003,  we announced that our popular StockHouse financial Web
portals,  StockHouse.com  and StockHouse.ca had recorded over 6 million postings
within  their  BullBoards(TM)  message  forums.

On  March  18, 2003, we launched a financial resource portal for one of Canada's
leading  securities  dealers, National Bank Financial. National Bank Financial's
newly  launched  customized  financial  solution will provide online market data
products for their clients. The complete suite of market data tools will benefit
their  clients  by  providing them with market data research tools such as Stock
Screeners,  Mutual  Fund  Screeners,  Technical  stock analysis, Market Indices,
Stock  Charts,  Stock  Watch Lists, Portfolio Managers, Market Movers, Scrolling
Tickers  and  much  more.

On  April  11,  2003,  we  announced  a  C$2.0MM  short  form  financing.  First
Associates  Investments  Inc.  will  act  as  our Agent and has signed an agency
agreement  for  the  underwriting  of a C$2.0MM best efforts offering. Each unit
will  consist  of one share and one share purchase warrant and the unit has been
priced  at  C$0.37. Two warrants entitle the investor to purchase one additional
common  share  at  a  price  of  C$0.75  for  12  months.

On  April  15, 2003, Stockgroup and one of its resellers, AP digital, a division
of  the  Associated  Press, signed a licensing agreement with Netster.com.  As a
result  of  the agreement Netster.com, one of the fastest growing search engines
on  the  Web,  will  use  AP  Financial  Tools, a suite of news, market data and
financial applications powered by Stockgroup's Financial Content Software System
and  provided by AP Digital. Netster.com is now able to offer its audience these
turnkey  solutions  that  present  and  manage  quotes, charts, user portfolios,
technical  analysis,  watch  lists  and  more,  through  its  portal  site
www.netster.com.

On  April  30,  2003,  we  announced that we will provide Richard Ivey School of
Business financial market content, data and applications for the use of faculty,
students  and  alumni  as  a  gift  to the school.  Ivey's students, faculty and
alumni  will  be  able  to  access  a  suite  of  news,  market  data, financial
applications  and turnkey solutions that present and manage quotes, charts, user
portfolios,  technical  analysis,  watch  lists  and  much  more,  powered  by
Stockgroup's Financial Content Software System for at least the next five years.

On  May  23,  2003,  we  announced that Deephaven converted the entire remaining
balance  of  its convertible notes into common shares.  The principal balance of
$1.2MM was converted at a negotiated conversion price of $0.28 into 4.4MM common
shares.  This  conversion  removes  all  the  convertible  debt from our balance
sheet.

On  June  4, 2003 and July 16, 2003, we completed our Short Form Offering equity
placement  in  two parts.  The lead underwriter was First Associates Investments
Inc.  The  offering  yielded C$1.4M in gross proceeds and aggregate net proceeds
to us of approximately $0.9M USD, and was composed of 3.7M units at C$0.37, each
unit  consisting  of one common share and one warrant.  Each two warrants may be
used  to  purchase  one  common  share  for  C$0.75  until  12  months after the
respective  completion  date.  We  also  issued  as  an underwriting fee agent's
options  to  purchase  0.4M  of  the same units at C$0.37 for 24 months from the
completion  date,  and  we  paid  8% underwriting commissions plus we reimbursed
certain  expenses  of  the  underwriter.


DESCRIPTION  OF  PROPERTY

INTELLECTUAL  PROPERTY,  PROPRIETARY  RIGHTS  AND  DOMAIN  NAMES


                                       35


We  protect  our  intellectual  property  through a combination of trademark and
copyright  law,  trade secret protection and confidentiality agreements with its
employees,  customers, independent contractors and strategic partners. We pursue
the registration of our domain names, trademarks and service marks in the United
States  and  internationally.  Effective  trademark, service mark, copyright and
trade  secret  protection  may  not  be  available in every country in which our
services  and  products are made available on-line.  We create a majority of our
own  content  and  obtain  rights  to  use the balance of our content from third
parties.  It  is  possible  that we could become subject to infringement actions
based  upon  the  content obtained from these third parties. In addition, others
may  use  this  content  and  we may be subject to claims from its licensors. We
currently  have no patents or patents pending and do not anticipate that patents
will  become  a  significant part of our intellectual property in the future. We
enter  into  confidentiality  agreements  with  our  employees  and  independent
consultants and have instituted procedures to control access to and distribution
of  our  technology,  documentation  and  other  proprietary information and the
proprietary  information  of  others  from whom we license content. The steps we
take to protect our proprietary rights may not be adequate and third parties may
infringe or misappropriate our copyrights, trademarks, service marks and similar
proprietary rights. In addition, other parties may assert claims of infringement
of  intellectual  property  or  alter  proprietary  rights against us. The legal
status  of intellectual property on the Internet is currently subject to various
uncertainties  as  legal  precedents  have  not  been  set  and  are still to be
determined  in  many  areas  of  internet  law.

LEASEHOLD

Our  corporate  offices are composed of one floor of leased space located in the
center  of  Vancouver's business community. We also hold a lease in New York and
rent  an  office  in Toronto on a month to month basis. Our facilities are fully
used  for current operations, with the exception of the New York facility, which
is  currently  being  subleased  to  a  tenant.



City          Monthly Payment       Lease Term              Expiry Date
-----------------------------------------------------------------------------
                                                 
Vancouver. . . . . .   C$23,647        7 years               June 2006
New York . . . . . .    $ 8,449        7 years               August 2006
New York sublease. .    $(8,449)       3 years               April 2004
Toronto. . . . . . .   C$2,400         N/A                   N/A


EQUIPMENT

We have made a significant investment in servers and computer equipment required
for our Web site and have dedicated staff assigned to maintenance and support of
these  operations.

CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

There  have  not been any material transactions with related parties in the past
two  years.

MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Our  common  stock  has  been quoted for trading on the OTC Bulletin Board since
March  17,  1999,  and  on  the  TSX  Venture  Exchange since December 17, 2002.
Accordingly,  there  has  been  a  limited  public  market for our common stock.

The  following  table sets forth high and low bid prices for our common stock on
the  OTC  Bulletin Board for the quarterly periods ending March 31, 2001 through
to  June  30,  2003.  These  prices represent quotations between dealers without
adjustment  for  retail  markup,  markdown  or  commission and may not represent
actual  transactions.



         Quarter Ending:            High       Low          Volume
---------------------------------------------------------------------
                                               
March 31, 2001. . . . . . . . .  $  1.000     $ 0.375     1,005,700
June 30, 2001 . . . . . . . . .  $  0.650     $ 0.280     2,840,800
September 30, 2001. . . . . . .  $  0.390     $ 0.090     1,105,300
December 31, 2001 . . . . . . .  $  0.200     $ 0.115     1,977,800
March 31, 2002. . . . . . . . .  $  0.400     $ 0.140     5,509,300
June 30, 2002 . . . . . . . . .  $  0.260     $ 0.147     2,734,400
September 30, 2002. . . . . . .  $  0.200     $ 0.125     1,785,900
December 31, 2002 . . . . . . .  $  0.270     $ 0.140     6,072,100
March 31, 2003. . . . . . . . .  $  0.380     $ 0.205     4,858,400
June 30, 2003 . . . . . . . . .  $  0.380     $ 0.219     7,464,200



                                       36


The  following  table sets forth high and low bid prices for our common stock on
the  TSX  Venture Exchange for the period from inception on December 17, 2002 to
December  31,  2002, the two quarterly periods ended June 30, 2003. These prices
represent  quotations  between  dealers  without  adjustment  for retail markup,
markdown  or  commission  and  may  not  represent  actual  transactions.



         Quarter Ending:            High       Low          Volume
--------------------------------------------------------------------
                                               
December 31, 2002 (partial)     C$  0.45     C$ 0.38      181,500
March  31, 2003                 C$  0.50     C$ 0.31      575,300
June 30, 2003                   C$  0.49     C$ 0.34      703,744



     Holders

As  of  the  date  of  this prospectus we had 125 registered shareholders owning
29,418,371  shares  of  our  common  stock.

     Dividends

We  have  not  declared, and do not foresee declaring, any dividends now or into
the  foreseeable  future.

We have authorized and reserved, as of the date of this prospectus, an aggregate
of 10,702,591  shares  of  our  common  stock  for issuance upon the exercise of
outstanding  warrants  and  upon  the  exercise  of non-qualified stock options.

EXECUTIVE  COMPENSATION
The  following  summary compensation table reflects all compensation awarded to,
earned  by,  or  paid  to  the  Chief Executive Officer and the President of our
Company  for  all  services  rendered to us in all capacities during each of the
years  ended  December  31,  2001 and 2002. None of the other executive officers
received  salary  and  bonus  exceeding  $100,000  during  those  years.

     Summary  Compensation  Table



                                                      Securities   All Other
                                            Salary    Underlying   Compensation
Name and Principal Position     Year          $        Options (#)   $
--------------------------------------------------------------------------------
                                                        
Marcus A. New
Chief Executive Officer,. .     2001      $  97,194     100,000        $0
Chairman and Director . . .     2002      $  93,441     375,000        $0
--------------------------------------------------------------------------------
Leslie A. Landes. . . . . .     2001      $  97,194     533,200        $0
President and . . . . . . .     2002      $  93,441    (233,200)       $0
Chief Operating Officer



                                       37

     Option  Grants  In  the  Last  Fiscal  Year  To  Named  Executive  Officers



Name               Securities      % Of Net     Exercise   Expiration
                   Underlying      Options       Price        Date
                    Options       Granted to       $
                    Granted       Employees
                     (1)(2)       In Year (3)
----------------------------------------------------------------------
                                              
Marcus A. New. . .  400,000         40.3%         0.22      04-Mar-08
Marcus A. New. . .  300,000         30.2%         0.17      12-May-08
Marcus A. New. . . (325,000)      (32.7%)         2.50      cancelled
Leslie A. Landes . (533,200)      (53.7%)         0.94      cancelled
Leslie A. Landes .  300,000         30.2%         0.15      20-Oct-08
----------------------------------------------------------------------


(1)  All  of the above options are subject to the terms of our Stock Option Plan
and  are  exercisable  only  as they vest.  The options have a term of six years
from  date  of  grant.
(2)  All  options were granted at an exercise price equal to or greater than the
fair  market  value  of  our  common  stock  on  the  date  of  grant.
(3) The denominator is total options granted less total options forfeited during
the  year.

No  bonuses  were paid to named executive officers in any of the above years. No
Restricted  Stock  Awards  (RSAs), Stock Appreciation Rights (SARs) or Long Term
Incentive  Plans  (LTIPs) were awarded to named executive officers in any of the
above  years.

AGGREGATED OPTION EXERCISE IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The  following  table  summarizes  the  option  holdings  of the named executive
officers  as  at  December  31,  2002:



                                                 Number of Shares         Value of Unexercised
                                                    Uunderlying              In-the-Money
                                                  Unexercised Options         Options at
                                                 At December 31, 2002      December 31, 2002
----------------------------------------------------------------------------------------------
                        Shares
                        acquired         Value      Exer-     Unexer-     Exer-      Unexer-
Name                    on Exercise     Realized    cisable   cisable     cisable    cisable
----------------------------------------------------------------------------------------------
                                                                  
MARCUS A. NEW . . . . .           0     $       0   800,000          0    $ 49,000   $    0
Leslie A. Landes. . . .     105,000     $   1,050   726,560    106,640    $ 42,797   $3,199
==============================================================================================



     Directors'  compensation

Stockgroup  compensates  its  outside  directors  by  issuing options to acquire
shares  of  common stock which fully vest after one year of service on the Board
of  Directors.  David  N.  Caddey  and Lee de Boer were each granted 50,000 such
options  on  August  10, 2001 that have an exercise price of $0.22 per share and
fully  vested  on  August  10, 2002.  On October 22, 2002, Mr. Caddey and Mr. De
Boer  were each granted a further 50,000 options with an exercise price of $0.15
fully  vesting  immediately.  Craig  Faulkner was also granted 50,000 options on
October  22,  2002 with an exercise price of $0.15 fully vesting immediately, as
director  compensation.


                                       38


FINANCIAL  STATEMENTS



                         Stockgroup Information Systems Inc.
                             CONSOLIDATED BALANCE SHEETS
                       (UNAUDITED - Expressed in U.S. Dollars)

             [See Note 1 - Nature of Business and Basis of Presentation]

                                                            March 31,     December 31,
                                                              2003            2002
                                                          ------------   --------------
                                                                   
ASSETS
  CURRENT
    Cash and cash equivalents. . . . . . . . . . . . . .  $    178,076   $      539,970
    Marketable securities. . . . . . . . . . . . . . . .         1,691            1,198
    Accounts receivable [net of allowances for doubtful
      accounts of $38,933; December 31, 2002 $40,866]. .       314,461          169,675
  Prepaid expenses                                              87,417          102,118
                                                          ------------   --------------
  TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . .  $    581,645   $      812,961
    Property and equipment, net. . . . . . . . . . . . .  $    550,596   $      638,665
                                                          ------------   --------------
                                                          $  1,132,241   $    1,451,626
                                                          ============   ==============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
  CURRENT
    Accounts payable . . . . . . . . . . . . . . . . . .  $    288,129   $      313,272
    Accrued payroll liabilities. . . . . . . . . . . . .        49,606          109,930
    Deferred revenue . . . . . . . . . . . . . . . . . .       375,974          320,900
    Current portion of capital lease obligation. . . . .        78,129          103,205
    Current portion of notes payable . . . . . . . . . .       209,610           95,371
    Current portion of convertible notes (note 2). . . .        76,660           81,328
                                                          ------------   --------------
  TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . .  $  1,078,107   $    1,024,006
  Capital lease obligation . . . . . . . . . . . . . . .        13,522           31,844
  Notes Payable                                                      -          159,787
  Convertible notes (note 2) . . . . . . . . . . . . . .     1,086,239        1,486,806
                                                          ------------   --------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . .  $  2,177,869   $    2,702,443
                                                          ------------   --------------
COMMITMENTS AND CONTINGENCIES (note 7)

SHAREHOLDERS' EQUITY (DEFICIENCY) (note 5)
  COMMON STOCK, No Par Value
    Authorized shares - 75,000,000
    Issued and outstanding shares - 21,220,571
      at March 31, 2003 [19,552,596 December 31, 2002] .  $  9,876,609   $    9,203,235
  ADDITIONAL PAID-IN CAPITAL . . . . . . . . . . . . . .     2,987,331        2,987,331
  ACCUMULATED DEFICIT. . . . . . . . . . . . . . . . . .   (13,909,568)     (13,441,383)
                                                          ------------   --------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY). . . . . . . . .  $ (1,045,628)      (1,250,817)
                                                          ------------   --------------
                                                          $  1,132,241   $    1,451,626
                                                          ============   ==============

                    The Accompanying Notes Are An Integral Part
                      Of These Unaudited Financial Statements.


                                       39


                      Stockgroup Information Systems Inc.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     (UNAUDITED - Expressed in U.S. Dollars)




                                               Three Months    Three Months
                                                Ended March     Ended March
                                                 31, 2003        31, 2002
                                               -------------    -----------
                                                         
REVENUE
  Revenues . . . . . . . . . . . . . . . . .  $      601,712   $    442,241
  Cost of revenues . . . . . . . . . . . . .         157,354        164,248
                                               -------------    -----------
  Gross profit . . . . . . . . . . . . . . .  $      444,358   $    277,993

EXPENSES
  Sales and marketing. . . . . . . . . . . .  $      158,774   $     92,060
  Product development. . . . . . . . . . . .           7,451         18,498
  General and administrative . . . . . . . .         530,288        363,540
                                               -------------    -----------
                                              $      696,512   $    474,098
                                               -------------    -----------
LOSS FROM OPERATIONS . . . . . . . . . . . .  $     (252,155)  $   (196,105)

Interest income. . . . . . . . . . . . . . .               -            146
Interest expense . . . . . . . . . . . . . .        (216,502)      (184,359)
Loss on warrants liability . . . . . . . . .               -        (55,000)
Gain on restructuring
  of convertible notes (note 2). . . . . . .               -      1,088,586
Other income . . . . . . . . . . . . . . . .             472          3,951
                                               -------------    -----------
NET LOSS . . . . . . . . . . . . . . . . . .  $     (468,185)  $    657,219
                                               =============    ===========
BASIC AND DILUTED EARNINGS
(LOSS) PER SHARE:
Net income (loss). . . . . . . . . . . . . .  $        (0.02)  $       0.06
                                               =============    ===========
Weighted average shares
  outstanding for the period . . . . . . . .      20,521,940     10,776,737
                                               =============    ===========

                  The Accompanying Notes Are An Integral Part
                    Of These Unaudited Financial Statements.


                                       40




                                    Stockgroup Information Systems Inc.
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED - Expressed in U.S. Dollars)

                                                            Three Months       Three Months
                                                             Ended March        Ended March
                                                               31, 2003          31, 2002
                                                           --------------     ---------------
                                                                        
OPERATING ACTIVITIES
Net income (loss) . . . . . . . . . . . . . . . . . . . .  $    (468,185)  $         657,219
Add (deduct) non-cash items
  Amortization. . . . . . . . . . . . . . . . . . . . . .         94,515              37,701
  Gain on restructuring of convertible notes                           -          (1,088,586)
  Loss on warrants liability                                           -              55,000
  Effective interest on convertible notes and debentures.        203,644             178,573
  Bad debt expense. . . . . . . . . . . . . . . . . . . .          3,067             (19,003)
  Common stock and equivalents issued for services                     -             167,500
  Stock based compensation                                             -              27,568
  Unrealized foreign exchange (gain) loss . . . . . . . .         11,996                   -
                                                           --------------      ---------------
                                                           $    (154,963)  $          15,972
  Net changes in non-cash working capital
    Marketable securities . . . . . . . . . . . . . . . .           (493)             14,667
    Accounts receivable . . . . . . . . . . . . . . . . .       (147,853)             19,569
    Prepaid expenses. . . . . . . . . . . . . . . . . . .         14,701            (120,739)
    Accounts payable. . . . . . . . . . . . . . . . . . .        (25,143)           (123,979)
    Accrued payroll liabilities . . . . . . . . . . . . .        (60,324)            (58,503)
    Accrued interest on notes payable . . . . . . . . . .        (10,544)             (4,374)
    Deferred revenue. . . . . . . . . . . . . . . . . . .         55,074                (497)
                                                           --------------      ---------------
CASH PROVIDED BY (USED IN) OPERATIONS . . . . . . . . . .  $    (329,545)  $        (257,884)
                                                           --------------      ---------------
FINANCING ACTIVITIES
  Issuance of common stock and warrants (net)              $           -   $         390,920
  Proceeds on exercise of warrants. . . . . . . . . . . .         83,775                   -
  Proceeds on exercise of stock options . . . . . . . . .            720                   -
  Repayments of convertible debt. . . . . . . . . . . . .        (20,000)                  -
  Repayments of notes payable . . . . . . . . . . . . . .        (47,000)                  -
  Repayment of capital lease obligations. . . . . . . . .        (43,398)             (1,871)
  Repayment of bank indebtedness                                       -              (1,152)
                                                           --------------      ---------------
CASH PROVIDED BY (USED IN) FINANCING. . . . . . . . . . .  $     (25,903)  $         387,897
                                                           --------------      ---------------
INVESTING ACTIVITIES
  Property and equipment (net). . . . . . . . . . . . . .         (6,446)                  -
                                                           --------------      ---------------
CASH PROVIDED BY (USED IN) INVESTING. . . . . . . . . . .  $      (6,446)  $               -
                                                           --------------      ---------------
INCREASE (DECREASE) IN CASH AND ASH EQUIVALENTS                 (361,894)            130,013
Cash and cash equivalents, beginning of period. . . . . .        539,970             126,618
                                                           --------------      ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD. . . . . . . . .  $     178,076   $         256,631
                                                           ==============      ===============

                         The Accompanying Notes Are An Integral Part
                           Of These Unaudited Financial Statements.



                                       41


                       Stockgroup Information Systems Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    For the Three Months Ended March 31, 2003
                                   (UNAUDITED)

1.  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

Stockgroup  Information  Systems  Inc.  (the "Company") is a financial media and
technology  company  that  provides various financial software solutions, tools,
content  and services to media, corporate, and financial services companies. The
Company  employs  proprietary  technologies  that  enable its clients to provide
financial  data  streams  and  news  combined  with  fundamental,  technical,
productivity,  and  disclosure  tools  to  their  customers,  shareholders,  and
employees  in  a  cost  effective  manner.  The  Company  also provides Internet
communications  products  for  publicly  traded companies and an online research
center  for  the  investment community through its Stockhouse and Smallcapcenter
financial  web  sites.

The  Company  was  incorporated  under the laws of Colorado on December 6, 1994.

The  accompanying  interim unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and with the instructions to Form 10-QSB and Item 310(b)
of  Regulation  S-B. Accordingly, they do not include all of the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial  statements. In the opinion of management, all adjustments (consisting
of  normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March 31, 2003
are  not necessarily indicative of the results that may be expected for the year
ended  December  31,  2003.

The  balance  sheet  at  December  31,  2002  has  been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes  required  by generally accepted accounting principles for annual
financial  statements.

These  interim  financial  statements  should  be  read  in conjunction with the
consolidated  financial  statements  and  footnotes  thereto  included  in  the
Company's  annual  report  on  Form 10-KSB for the year ended December 31, 2002.

These  financial  statements have been prepared by management in accordance with
accounting principles generally accepted in the United States on a going concern
basis,  which  contemplates  the  realization  of  assets  and  the discharge of
liabilities  in  the  normal  course  of  business  for  the foreseeable future.

The Company incurred a net loss of $468,185 for the three months ended March 31,
2003,  and  had  a  working capital deficiency of $496,462 as at March 31, 2003.
These factors raise substantial doubt about the Company's ability to continue as
a  going  concern. Management has been able, thus far, to finance the losses, as
well  as the growth of the business, through a series of equity and debt private
placements.  The  Company  is  continuing  to seek other sources of financing in
order  to  grow  the  business  to  the  greatest  possible extent. There are no
assurances  that  the  Company  will  be  successful  in  achieving  its  goals.

In  view  of these conditions, the ability of the Company to continue as a going
concern  is  uncertain  and  dependent  upon  achieving  a  profitable  level of
operations  and  on  the ability of the Company to obtain necessary financing to
fund  ongoing  operations. Management believes that its current and future plans
provide  an  opportunity  to  continue  as  a  going  concern.  These  financial
statements do not give effect to any adjustments which would be necessary should
the  Company  be unable to continue as a going concern and therefore be required
to  realize  its  assets  and discharge its liabilities in other than the normal
course  of  business  and  at  amounts  different  from  those  reflected in the
accompanying  financial  statements.


                                       42


2.  CONVERTIBLE  NOTES



                                                            March 31, 2003    December 31, 2002
------------------------------------------------------------------------------------------------
                                                                       
8% Convertible notes, maturing December 31, 2005
  Principal . . . . . . . . . . . . . . . . . . . . . . .  $   1,241,016      $   1,704,000
  Unamortized debt discount . . . . . . . . . . . . . . .        (78,117)          (135,866)
------------------------------------------------------------------------------------------------
  Subtotal. . . . . . . . . . . . . . . . . . . . . . . .  $   1,162,899      $   1,568,134
  Current portion . . . . . . . . . . . . . . . . . . . .         76,660             81,328
  Long Term Portion . . . . . . . . . . . . . . . . . . .      1,086,239          1,486,806
================================================================================================


The  convertible  notes are non-interest bearing and are convertible into common
shares  at  the  option of the holder at any time at a fixed conversion price of
$0.50  through to December 31, 2003.  From January 1, 2004 to December 31, 2005,
or  sooner  in  the event of a default on any mandatory payment described below,
the  notes  bear  interest  at  8% and are convertible into common shares at the
option  of  the  holder at any time at a conversion price equal to the lesser of
(i)  the  initial conversion price of $0.50 and (ii) 88% of the average of the 5
lowest  closing prices of the Company's common shares during the 30 trading days
prior  to  the  date  of  conversion.

The  restructured agreement provides for quarterly mandatory payments of $15,332
due  at  the  end  of  each  of  the eight quarters ending December 31, 2004. If
applicable, the Company will also provide mandatory payments of 20% of the gross
proceeds  raised  from  any common stock or common stock equivalent financing in
excess  of  $500,000  in  2003.

The  restructuring  resulted  in  a  debt  discount  representing the difference
between the fair value of the notes at a market interest rate of 8% and the face
value  of the notes which are non-interest bearing through to December 31, 2003.
The  debt  discount is subject to accretion over the interest-free period ending
December  31,  2003.

On  January  28,  2003,  one  of  the noteholders converted its entire principal
balance  of  $392,984  into  1,228,075  common shares at a negotiated conversion
price  of  $0.32.  The discount on the conversion price was deemed an inducement
to convert, resulting in an interest expense of $145,985 representing the excess
of  the  fair  value  of  the  notes after inducement over the fair value before
inducement.  The unamortized debt discount on the portion of the total principal
was  fully  expensed on the conversion date, resulting in an interest expense of
$31,711.


3.  SHARE  CAPITAL

The  Company  is authorized to issue up to 75,000,000 shares of common stock and
5,000,000  shares  of  preferred  stock.

At  March  31,  2003,  in  addition to the 21,220,571 common shares outstanding,
there  were  also  2,597,900  stock  options  and  4,848,59339048769
39048769DDavid_g39048769DH/Amro  181,818,  Jesup 100K, Jan 19 800,000, Rainmaker
2Mwarrants  outstanding.

Issues  of common shares and common share equivalents for the three month period
ended  March  31,  2003  are  summarized  as  follows:

On  January 28, 2003, we issued 1,228,075 common shares pursuant to a conversion
of  $392,984  of  principal  of  convertible  notes  at  $0.32.


On  February 3, 2003 we issued 100,000 common shares pursuant to a conversion of
$50,000  of  principal  of  convertible  notes  at  $0.50.


                                       43


During  the  quarter  335,100 common shares were issued pursuant to exercises of
warrants  at  $0.25  for  gross  proceeds  of  $83,775.

On March 28, 2003, 4,800 common shares were issued to an employee pursuant to an
exercise  of  options  at  $0.15,  for  gross  proceeds  of  $720.

Stock  Options

The  Company's  1999,  2000, 2001, and 2002 Stock Option Plans (collectively the
"Plans")  authorize  a  total of 5,000,000 common shares for issuance.  Activity
under  the  Plans  is  set  forth  below.




                                                             Options  Outstanding
                                                      -----------------------------------
                                     Shares
                                     available           Number of           Price per
                                     for grant            shares              share
-----------------------------------------------------------------------------------------
                                                                   
Balance at December 31, 2002. . . . .   898,278          2,602,700           $0.12-0.59
Options exercised . . . . . . . . . .         -             (4,800)             0.15
-----------------------------------------------------------------------------------------
Balance at March 31, 2003 . . . . . .   898,278          2,597,900           $0.12-0.59
=========================================================================================


Warrants

As  at March 31, 2003, common stock issuable pursuant to warrants outstanding is
as  follows:



             Warrants                                       Warrants
            Outstanding   Warrants  Warrants   Warrants   Outstanding   Exercise   Expiry
            At  January    Issued   Exercised  Cancelled    at March     Price      Date
             1,  2003                                      31,  2003
                 #            #         #         #            #           $
--------------------------------------------------------------------------------------------------
                                                             
Series  1      281,818          -         -           -      281,818      3.00     March  31, 2005
Series  3A     500,000          -         -           -      500,000      0.25     July  31, 2005
Series  3B     300,000          -         -           -      300,000      0.50     July  31, 2005
Series  4    2,000,000          -   335,100           -    1,664,900(1)   0.30     Sept  30,  2003
Series  5      250,000          -         -           -      250,000      0.30     Sept  15,  2003
Series 6     1,701,875          -         -           -    1,701,875      0.22     Dec 31, 2003
Series  7      150,000          -         -           -      150,000      0.16     Dec  31,  2003
--------------------------------------------------------------------------------------------------
             5,183,693          -         -           -    4,848,593
==================================================================================================

(1) On March 30, 2003 the expiry date on the Series 4 warrants was extended from
March  30,  2003  to September 30, 2003, and the exercise price was changed from
$0.25  to  $0.30.


4.  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION

In  December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an  amendment  of  FASB  Statement No. 123" ("SFAS 148").  This statement amends
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), to provide
alternative  methods of transition for an entity that voluntarily changes to the
fair  value-based  method  of accounting for stock-based compensation under SFAS
123.  In  addition,  SFAS 148 amends the disclosure requirements of SFAS 123 and


                                       44


Accounting  Principles Board Opinion No. 28, "Interim Financial Reporting" ("APB
28")  to  require  prominent disclosure of the effects of an entity's accounting
policy  with respect to stock-based employee compensation on reported net income
and  earnings  per share in annual and interim financial statements.  SFAS 148's
amendment  of  the  transition  and  annual disclosure provisions of SFAS 123 is
effective  for  the  Company's  fiscal  2003.  The  amendment  to  disclosure
requirements  under  APB  28  is  effective  for the Company's fiscal 2003 first
quarter.

The  Company  measures  compensation  expense  for all of its Stock Option Plans
using  the  intrinsic  value  method  prescribed  by Accounting Principles Board
Opinion  No.  25,  "Accounting  for  Stock  Issued  to Employees" ("APB 25") and
related  interpretations.

The  following  table provides pro forma disclosures of the effect on net income
and  earnings  per  share  if  the  fair  value-based method had been applied in
measuring  compensation  expense  (in  thousands,  except  per  share  amounts):



                                                      For the three months ended
                                                March 31, 2003          March 31, 2002
                                                                
Net income (loss) - as reported . . . .     $        (468,185)         $      657,219
Add:  Stock-based employee compensation
  expense included in reported net
  income. . . . . . . . . . . . . . . .                     -                  27,568
Deduct: Stock-based employee
  compensation expense determined
  under the fair value-based method
  for all awards. . . . . . . . . . . .                (8,235)               (148,517)
                                                  ------------           -------------
Net income - pro forma. . . . . . . . .     $        (476,420)         $      536,270
                                                  ============           =============
Net income per share - as reported. . .     $           (0.02)         $         0.06
Net income per share - pro forma. . . .                 (0.02)                   0.05


For purposes of the pro forma disclosures, the estimated fair value of the stock
options  is  amortized  over  the  stock  options'  vesting  period.

The  pro  forma  effects  of applying SFAS 123 for the periods presented are not
likely  to  be  representative of the pro forma effects of future periods as the
number  of  stock  options  and  the  vesting schedules thereof vary widely from
quarter to quarter.  No options were granted during the three months ended March
31,  2003.

The  weighted  average  assumptions used and the resulting estimates of weighted
average  fair  value  of  stock  options  granted  are  as  follows:



                                                    For the three months ended
                                              March 31, 2003            March 31, 2002
                                                                
Dividend yield . . . . . . . . . . . .                   0%                      0%
Weighted average expected life (years)                   4.06                    4.50
Risk-free interest rate. . . . . . . .                   4.30%                   3.83%
Expected volatility. . . . . . . . . .                 121%                    214%


5.  SEGMENTED  INFORMATION

SFAS  No.  131,  Disclosure  about  Segments  of  an  Enterprise  and  Related
Information,  requires  a  public  business  enterprise  to report financial and
descriptive information about its reportable operating segments. The Company has
concluded  that  its  business  activities  fall  into one identifiable business
segment  with  the  following  sources  of  revenue:


                                       45



                                                             For the three months ended
                                                                    March      March
                                                                  31, 2003   31, 2002
---------------------------------------------------------------------------------------
                                                                      
Public Company Disclosure and Awareness Products . . . . . . . .  $ 385,580  $ 285,177
Financial Software and Content Systems . . . . . . . . . . . . .    216,132    157,064
---------------------------------------------------------------------------------------
                                                                  $ 601,712  $ 442,241
=======================================================================================


During the first three months of 2003 and 2002 the Company had no customers from
whom  revenue  received  by  the  Company  represented greater than 10% of total
revenue.


6.  COMMITMENTS  AND  CONTINGENCIES

The  Company  is  currently  involved  in  litigation with a customer to collect
amounts  owing  pursuant  to  a  contract  entered  into  in September 2000. The
defendant  provided  a  $100,000  deposit  and contracted the Company to provide
certain  advertising  services.  The  Company  delivered  the requested services
throughout  October  and  November 2000; however, the defendant defaulted on all
additional payments. The Company is suing the defendant for the $351,800 balance
owing,  plus  interest and costs. The defendant has filed a statement of defense
and  counterclaim to recover the $100,000 deposit. No court date has been set at
this  time. Although management currently believes the outcome of the litigation
will  be  in  the Company's favour, they have not elected to aggressively pursue
the  litigation  at  this  time.  The  Company  has  made  no  provision for the
counterclaim  in the financial statements and any settlement or final award will
be  reflected  in  the  statement  of  operations as the litigation is resolved.

7.  RECENT  ACCOUNTING  PRONOUNCEMENTS

In  November  2002,  the  FASB  issued  FASB  Interpretation No. 45 "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of  Others"  ("FIN  45").  FIN  45 requires that a
liability  be  recorded  in  the  guarantor's  balance  sheet upon issuance of a
guarantee.  In  addition,  FIN  45  requires  disclosures  about the guarantees,
including  indemnifications,  that  an  entity  has  issued.  The  disclosure
provisions  of  FIN  45  are  effective  for  financial  statements  of  interim
periods  ending  after  December  15,  2002; however, the provisions for initial
recognition  and measurement are effective on a prospective basis for guarantees
that are issued or modified after December 31, 2002. The initial adoption of FIN
45  did  not have a material impact on the Company's financial position, results
of  operations  or  cash  flows.



                                       46








Consolidated  Financial  Statements

STOCKGROUP  INFORMATION  SYSTEMS  INC.
December  31,  2002  and  2001





                                       47


                                AUDITORS' REPORT




To  the  Shareholders  of
STOCKGROUP  INFORMATION  SYSTEMS  INC.

We  have  audited  the  accompanying  consolidated  balance sheets of STOCKGROUP
INFORMATION  SYSTEMS  INC.  as  of  December  31,  2002 and 2001 and the related
consolidated  statements  of  operations, shareholders' equity (deficiency), and
cash  flows  for  the  years  then  ended.  These  financial  statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to  obtain  reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  consolidated  financial  position  of  Stockgroup
Information  Systems  Inc.  at  December  31, 2002 and 2001 and the consolidated
results  of  its  operations  and  its  cash  flows  for the years then ended in
conformity  with  accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have  been  prepared  assuming  that
Stockgroup  Information  Systems  Inc.  will  continue  as  a  going concern. As
discussed  in  Note  1  to  the  financial  statements, the Company has incurred
recurring  net  losses  and  has  a working capital deficiency. These conditions
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  Management's  plans  in  regard to these matters are also described in
Note  1.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

As  discussed  in  Note  10  to  the  financial statements, in 2001, the Company
changed  its  method  of  accounting  for  callable  warrants.




Vancouver,  Canada,                                   /s/  Ernst  &  Young  LLP
February  24,  2003.                                  Chartered  Accountants


                                       48

STOCKGROUP  INFORMATION  SYSTEMS  INC.



                            CONSOLIDATED BALANCE SHEETS
            [See Note 1 - Nature of Business and Basis of Presentation]

As  at  December  31                                   (expressed  in  US  dollars)


                                                            2002           2001
                                                             $              $
-----------------------------------------------------------------------------------
                                                                 
ASSETS [notes 5, 6 and 7]
CURRENT
Cash and cash equivalents. . . . . . . . . . . . . . .       539,970       126,618
Marketable securities. . . . . . . . . . . . . . . . .         1,198        21,814
Accounts receivable [net of allowances for doubtful
accounts of $40,866; 2001 - $92,331] [note 3]. . . . .       169,675       173,105
Prepaid expenses . . . . . . . . . . . . . . . . . . .       102,118        60,465
-----------------------------------------------------------------------------------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . .       812,961       382,002
-----------------------------------------------------------------------------------
Property and equipment, net [note 4] . . . . . . . . .       638,665       341,688
-----------------------------------------------------------------------------------
                                                           1,451,626       723,690
===================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
CURRENT
Bank indebtedness. . . . . . . . . . . . . . . . . . .             -         6,081
Accounts payable . . . . . . . . . . . . . . . . . . .       313,272       373,674
Accrued payroll liabilities. . . . . . . . . . . . . .       109,930       144,920
Deferred revenue . . . . . . . . . . . . . . . . . . .       320,900       124,944
Current portion of capital lease obligation [note 5] .       103,205         7,674
Current portion of notes payable [note 6]. . . . . . .        95,371       108,837
Current portion of convertible notes [note 7]. . . . .        81,328     2,509,236
Warrants liability [note 10] . . . . . . . . . . . . .             -       110,000
-----------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . .     1,024,006     3,385,366
-----------------------------------------------------------------------------------
Capital lease obligation [note 5]. . . . . . . . . . .        31,844        11,231
Notes payable [note 6] . . . . . . . . . . . . . . . .       159,787             -
Convertible notes [note 7] . . . . . . . . . . . . . .     1,486,806             -
Convertible debentures [note 8]. . . . . . . . . . . .             -        70,695
-----------------------------------------------------------------------------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . .     2,702,443     3,467,292
===================================================================================
Commitments and contingencies [note 14]

SHAREHOLDERS' EQUITY (DEFICIENCY)
Common stock, no par value [note 11]
Authorized shares - 75,000,000
Issued and outstanding shares - 19,552,596 in 2001
and 10,131,260 in 2001 . . . . . . . . . . . . . . . .     9,203,235     7,969,090
Additional paid-in capital . . . . . . . . . . . . . .     2,987,331     2,422,014
Accumulated deficit. . . . . . . . . . . . . . . . . .   (13,441,383)  (13,134,706)
-----------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY). . . . . . . .    (1,250,817)   (2,743,602)
-----------------------------------------------------------------------------------
                                                           1,451,626       723,690
===================================================================================


See  accompanying  notes


                                       49


STOCKGROUP  INFORMATION  SYSTEMS  INC.



                           CONSOLIDATED STATEMENTS OF OPERATIONS


Year  ended  December  31                                      (expressed  in  US  dollars)


                                                                       2002         2001
                                                                        $            $
                                                                          
REVENUE
Revenues [note 12]. . . . . . . . . . . . . . . . . . . . . . . .    1,964,699   2,857,151
Cost of revenues. . . . . . . . . . . . . . . . . . . . . . . . .      706,911   1,045,326
-------------------------------------------------------------------------------------------
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . .    1,257,788   1,811,825
-------------------------------------------------------------------------------------------

EXPENSES
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . .      475,038     466,954
Product development . . . . . . . . . . . . . . . . . . . . . . .       78,792     241,392
General and administrative. . . . . . . . . . . . . . . . . . . .    1,712,056   1,776,710
-------------------------------------------------------------------------------------------
                                                                     2,265,886   2,485,056
-------------------------------------------------------------------------------------------
Loss from operations. . . . . . . . . . . . . . . . . . . . . . .   (1,008,098)   (673,231)
Interest income . . . . . . . . . . . . . . . . . . . . . . . . .          195       4,020
Interest expense [notes 5, 6, 7 and 8]. . . . . . . . . . . . . .     (319,641)   (596,097)
Gain (loss) on warrants liability [note 10] . . . . . . . . . . .      (55,000)    242,000
Gain on restructuring of convertible notes [note 7] . . . . . . .    1,088,586           -
Gain on convertible note redemptions. . . . . . . . . . . . . . .            -      58,701
Other income (expense). . . . . . . . . . . . . . . . . . . . . .      (12,719)      9,509
-------------------------------------------------------------------------------------------
Loss before cumulative effect of change in accounting principle .     (306,677)   (955,098)

Cumulative effect of change in accounting principle [note 10] . .            -     413,546
-------------------------------------------------------------------------------------------
NET LOSS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (306,677)   (541,552)
===========================================================================================


BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Loss before cumulative change in accounting principle . . . . . .        (0.02)      (0.10)
Cumulative effect of change in accounting principle . . . . . . .            -        0.04
-------------------------------------------------------------------------------------------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (0.02)      (0.06)
-------------------------------------------------------------------------------------------

Weighted average number of common shares outstanding. . . . . . .   14,151,349   9,305,391
===========================================================================================


See  accompanying  notes


                                       50


STOCKGROUP  INFORMATION  SYSTEMS  INC.




                                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)

Year  ended  December  31                                                                             (expressed  in  US  dollars)

                                                                                                                       TOTAL
                                                                                     ADDITIONAL    ACCUMULATED     SHAREHOLDERS'
                                                     COMMON STOCK  COMMON STOCK    PAID-IN CAPITAL   DEFICIT    EQUITY (DEFICIENCY)
[note 11]                                            # OF SHARES         $                $            $                 $
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
BALANCE AT DECEMBER 31, 2000 . . . . . . . . . . . .   8,467,676      7,344,483        2,602,743    (12,593,154)        (2,645,928)
Fair value of detachable warrants pursuant
   to convertible debenture private placement,
   net of financing costs. . . . . . . . . . . . . .           -              -          298,778              -            298,778
Intrinsic value of beneficial conversion
  feature pursuant to convertible debenture
   private placement. . . . . . . . . . . . . . . . .          -              -          190,000              -            190,000
Issuance of common stock on partial conversion
   of outstanding convertible notes and debentures .     960,640        413,664                -              -            413,664
Repurchase of beneficial conversion feature
   on partial redemption of outstanding
   convertible notes. . . . . . . . . . . . . . . . .          -              -          (31,551)             -            (31,551)
Intrinsic value of beneficial conversion
   feature pursuant to convertible notes
   private placement. . . . . . . . . . . . . . . . .          -              -           32,182              -             32,182
Cumulative effect of change in accounting principle.           -              -         (765,546)             -           (765,546)
Issuance of common stock for shares granted
   under the employee stock option plan . . . . . . .     92,944         27,260                -              -             27,260
Issuance of common stock pursuant to exercise
   of employee stock options. . . . . . . . . . . . .    600,000        173,993                -              -            173,993
Issuance of common stock for consulting services . .      10,000          9,690                -              -              9,690
Stock based compensation . . . . . . . . . . . . . .           -              -           95,408              -             95,408
Net loss . . . . . . . . . . . . . . . . . . . . . .           -              -                -       (541,552)          (541,552)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001 . . . . . . . . . . . . .  10,131,260      7,969,090        2,422,014    (13,134,706)        (2,743,602)
Issuance of common stock on partial conversion
   of outstanding convertible notes [note 7] . . . .     666,700        100,000                -              -            100,000
Repurchase of beneficial conversion feature on
   partial redemption of outstanding convertible
   notes [note 7] . . . . . . . . . . . . . . . . .            -              -         (247,222)             -           (247,222)
Issuance of common stock on conversion of
   Outstanding debentures [note 8]. . . . . . . . .      413,808              -          206,904              -            206,904
Reclassification of warrant liability to
   equity [note 10]. . . . . . . . . . . . . . . .             -              -          165,000              -            165,000
Excess of fair value of convertible debentures
   after conversion [note 8] . . . . . . . . . . .             -              -           24,000              -             24,000
Issuance of common stock pursuant to private
   placements, net . . . . . . . . . . . . . . . .     5,454,750        571,563          301,756              -            873,319
Issuance of common stock pursuant to asset
   acquisition [note 9]. . . . . . . . . . . . . .     2,080,000        424,320                -              -            424,320
Issuance of common stock for shares granted
   under the employee stock option plan . . . . .        101,078         17,712                -              -             17,712
Issuance of common stock pursuant to exercise
   of employee stock options. . . . . . . . . . .        205,000         13,050                -              -             13,050
Issuance of common stock for consulting services         500,000        107,500                -              -            107,500
Issuance of warrants for consulting services . . .             -              -           60,000              -             60,000
Stock based compensation . . . . . . . . . . . . .             -              -           54,879              -             54,879
Net loss . . . . . . . . . . . . . . . . . . . . .             -              -                -       (306,677)          (306,677)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002 . . . . . . . . . . . .    19,552,596      9,203,235        2,987,331    (13,441,383)        (1,250,817)
===================================================================================================================================


See  accompanying  notes


                                       51


STOCKGROUP  INFORMATION  SYSTEMS  INC.



                       CONSOLIDATED STATEMENTS OF CASH FLOWS


Year  ended  December  31                             (expressed  in  US  dollars)


                                                               2002        2001
                                                                $           $
----------------------------------------------------------------------------------

                                                                   
OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . . . . . . .     (306,677)  (541,552)
Add (deduct) non-cash items
  Amortization. . . . . . . . . . . . . . . . . . . . . . .    308,558    191,632
  Amortization of deferred financing costs. . . . . . . . .          -      8,818
  Bad debt expense. . . . . . . . . . . . . . . . . . . . .    (51,464)   (27,299)
  Loss on disposition of property and equipment . . . . . .          -      8,759
  Non-cash interest on convertible notes and debentures . .    280,471    401,093
  Gain on redemption of convertible notes . . . . . . . . .          -    (58,701)
  Gain on restructuring of convertible notes. . . . . . . . (1,088,586)         -
  Cumulative effect of change in accounting principle . . .          -   (413,546)
  (Gain) loss on warrants liability . . . . . . . . . . . .     55,000   (242,000)
  Common stock and warrants issued for consulting services.    167,500      9,690
  Stock based compensation. . . . . . . . . . . . . . . . .     72,591    122,668
  Unrealized foreign exchange gain. . . . . . . . . . . . .      3,322          -
----------------------------------------------------------------------------------
                                                              (559,285)  (540,438)
Net change in operating assets and liabilities [note 15].      128,418   (237,648)
----------------------------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . .     (430,867)  (778,086)
----------------------------------------------------------------------------------

FINANCING ACTIVITIES
Net proceeds from issuance of common stock. . . . . . . .      886,369    173,993
Net proceeds from issuance of convertible debentures. . .            -    479,960
Net proceeds from issuance of notes payable . . . . . . .      144,034    100,347
Repayments of convertible notes . . . . . . . . . . . . .     (120,000)  (181,000)
Repayment of capital lease obligation . . . . . . . . . .       (7,231)    (5,741)
Repayments of bank indebtedness, net. . . . . . . . . . .       (6,081)    (8,222)
----------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . .      897,091    559,337
----------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of property and equipment. . . . . . . . . . . .      (54,115)    (7,103
Proceeds on disposition of property and equipment . . . .        1,243     31,107
----------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES . . . . .      (52,872)    24,004
----------------------------------------------------------------------------------

DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . .      413,352   (194,745
Cash and cash equivalents, beginning of year. . . . . . .      126,618    321,363
----------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR. . . . . . . . . .      539,970    126,618
==================================================================================



See  accompanying  notes


                                       52


1.  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

Stockgroup  Information  Systems  Inc.  (the "Company") is a financial media and
technology  company  that  provides various financial software solutions, tools,
content  and services to media, corporate, and financial services companies. The
Company  employs  proprietary  technologies  that  enable its clients to provide
financial  data  streams  and  news  combined  with  fundamental,  technical,
productivity,  and  disclosure  tools  to  their  customers,  shareholders,  and
employees  in  a  cost  effective  manner.  The  Company  also provides Internet
communications  products  for  publicly  traded companies and an online research
center for the investment community through its www.smallcapcenter.com financial
web  site.

The Company was incorporated under the laws of Colorado on December 6, 1994. The
Company  previously  operated under the name Stockgroup.com Holdings, Inc. until
its  name was changed in accordance with the relevant provisions of the Colorado
Business  Corporations  Act and pursuant to shareholder approval received at the
Company's  annual  general  meeting  held  September  20,  2001.

The  financial  statements  have  been prepared by management in accordance with
accounting principles generally accepted in the United States on a going concern
basis,  which  contemplates  the  realization  of  assets  and  the discharge of
liabilities  in  the  normal  course  of  business  for  the foreseeable future.

The Company incurred a net loss of $306,677 for the year ended December 31, 2002
[2001  -  $541,552],  and  had  a  working  capital deficiency of $211,045 as at
December  31,  2002.  These  factors raise substantial doubt about the Company's
ability  to  continue  as a going concern. The Company experienced a significant
reduction  in  cash used in operations from $778,086 in 2001 to $430,867 in 2002
as  a result of cost restructuring activities initiated in 2002. The Company has
negotiated the conversion of $392,984 of its 8% convertible notes on January 28,
2003,  thereby  eliminating  eight mandatory quarterly payments totaling $42,012
and  a  maturity  payment  of  $350,972.  Of  the  remaining principal of its 8%
convertible  notes,  a  total  of  $137,988  will be paid in mandatory quarterly
payments  of  $15,332 until December 31, 2004, and the $1,168,360 balance is due
December  31,  2005.  Although the Company has taken steps to achieve profitable
operations  in 2002, there are no assurances that the Company will be successful
in  achieving  its  goals.


                                       53


1.  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION  (CONT'D.)

In  view  of these conditions, the ability of the Company to continue as a going
concern  is  uncertain  and  dependent  upon  achieving  a  profitable  level of
operations  and, if necessary, on the ability of the Company to obtain necessary
financing  to  fund ongoing operations. Management believes that its current and
future  plans  provide  an  opportunity  to  continue  as a going concern. These
financial  statements  do  not  give  effect  to  any adjustments which would be
necessary  should  the  Company  be  unable  to  continue as a going concern and
therefore  be  required  to  realize its assets and discharge its liabilities in
other  than  the  normal  course of business and at amounts different from those
reflected  in  the  accompanying  financial  statements.


2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

PRINCIPLES  OF  CONSOLIDATION

The  consolidated  financial  statements include the accounts of the Company and
its wholly owned subsidiaries, Stockgroup Media Inc. (British Columbia, Canada),
Stockgroup  Systems Ltd. (Nevada, United States), Stockgroup Australia, Pty Ltd.
and  579818  B.C.  Ltd. (British Columbia, Canada). All significant intercompany
accounts  and  transactions  have  been  eliminated.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual  results  could  differ  from  those  estimates.

REVENUE  RECOGNITION

The  Company  generates  its  revenues  from two primary sources: Public Company
Disclosure and Awareness Products and Financial Software and Content Systems. In
2001, the Company had a third source of revenue, E-Business Solutions, which was
discontinued  in  2002.


                                       54


2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D.)

Public Company Disclosure and Awareness Products consist of small-scale web site
development  and  maintenance,  IntegratIR  investor  relations  tools,  monthly
investor  marketing  programs,  and online advertising. Revenue from small-scale
web  site  development  and  periodic  web  site  maintenance is recognized upon
completion  of  the  services  provided  no  significant  obligations remain and
collection  of  the  resulting receivable is probable. Revenues from IntegratIR,
monthly  investor  marketing  programs,  and  online  advertising are recognized
ratably  over  the  contract  life  as  the  service  is provided. Most of these
services  require an advance payment which is recorded as deferred revenue until
the  services  have  been  provided.

Financial  Software  and Content Systems consists of real time, time delayed and
wireless  quotes  and  charts,  company  profiles, investment data and technical
analysis.  Revenue  from  set up fees, periodic maintenance fees and contractual
monthly  licensing  fees  for  ongoing  use  of  financial  tools and content is
recognized  ratably  over  the  contract term, which is typically twelve months.

FOREIGN  EXCHANGE

The  reporting  currency  and the functional currency of the Company is the U.S.
dollar.  The  accounts  of the Company's Canadian subsidiary are translated into
U.S.  dollars  such  that  monetary  assets  and  liabilities  are translated at
exchange  rates  in  effect at the balance sheet date and non-monetary items are
translated  at  exchange  rates  prevailing  at  the transaction date. Operating
revenues and expenses are translated at average exchange rates prevailing during
the  year.  Any  corresponding foreign exchange gains and losses are included in
income.

Foreign  currency  transactions  are translated into U.S. dollars at the rate of
exchange  in effect at the date of the transaction. Foreign currency balances of
monetary  assets  and  liabilities  are translated using the rate of exchange in
effect  at  the  balance  sheet  date.  Foreign  exchange  gains  and  losses on
transactions during the year and on the year end translation of the accounts are
included  in  income.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  Company's  financial  instruments  consist  of  cash  and cash equivalents,
marketable securities, accounts receivable, bank indebtedness, accounts payable,
notes  payable,  convertible  notes,  convertible  debentures  and capital lease
obligations. Unless otherwise stated the fair value of the financial instruments
approximates  their  carrying  value.


                                       55


2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D.)

CASH  AND  CASH  EQUIVALENTS

Cash  and cash equivalents consist of cash and short-term deposits with original
maturities  of  ninety  days  or  less  and  are  recorded  at  amortized  cost.

MARKETABLE  SECURITIES

Marketable  securities  consist  of  equity instruments held for trading and are
recorded  at  fair  value  based  on  quoted  market  prices.  Both realized and
unrealized  gains  and  losses  are  included  in  the  statement of operations.

DEFERRED  FINANCE  COSTS

Finance  costs  associated with the issuance of convertible notes and debentures
are  deferred  and  amortized  over the term to earliest conversion. All finance
costs  have  been amortized and included as interest expense in the statement of
operations.

PROPERTY  AND  EQUIPMENT

Property  and  equipment are carried at cost. Amortization is provided using the
straight  line  method  over  the  assets  estimated  useful  lives  as follows:

     Computer  equipment                            5  years
     Computer  equipment  under  capital  lease     2  years
     Computer  software                             1  year
     Website  software                              3  years
     Office  furniture  and  equipment              5  years
     Leasehold  improvements                        Term  of  the  lease

PRODUCT  DEVELOPMENT  COSTS

Product  development  costs  other  than  those  incurred during the application
development  stage  are  expensed  as  incurred.  Costs  incurred  during  the
application  development stage are required to be capitalized and amortized over
the  estimated  useful  life of the software. Substantially all of the Company's
product  development  costs  are  for ongoing operating and maintenance and have
been  expensed  in  the  period  incurred.


                                       56


2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D.)

INCOME  TAXES

The  Company utilizes the liability method of accounting for income taxes. Under
this  method, deferred taxes are determined based on the differences between the
financial  statement  and  tax bases of assets and liabilities using enacted tax
rates.  A  valuation allowance is provided against deferred tax assets for which
it  is  more  likely  than  not  that  the  asset  will  not  be  realized.

STOCK-BASED  COMPENSATION

The  Company  accounts  for  fixed stock-based awards to employees in accordance
with  Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees,  and  related  interpretations  and  has  adopted the disclosure-only
alternative  of FASB Statement No. 123, Accounting for Stock-Based Compensation.
Accordingly,  compensation  expense  for  stock  options  issued to employees is
measured  as  the  excess,  if  any, of the quoted market price of the Company's
stock  at  the date of the grant over the amount an employee must pay to acquire
the  stock.

EARNINGS  PER  SHARE

Basic earnings (loss) per share is computed based on the weighted average number
of common shares outstanding during each year. Diluted earnings (loss) per share
reflects  the  dilutive  potential  of outstanding securities using the treasury
stock  method.

For  the  years  ended  December  31, 2001 and 2000, all of the Company's common
shares  issuable  upon  the  exercise  of  stock  options,  warrants  and  other
convertible  securities were excluded from the determination of diluted loss per
share  as  their  effect  would  be  anti-dilutive.

COMPREHENSIVE  INCOME

Comprehensive  income includes all changes in equity except those resulting from
investments  by  owners  and  distributions  by  owners.  Comprehensive  income
comprises  only  net  income  for  all  years  presented.


                                       57


2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONT'D.)

RECENT  PRONOUNCEMENTS

In  December 2002, the Financial Accounting Standards Board issued Statement No.
148,  ("SFAS  148"),  "Accounting  for  Stock-Based  Compensation-Transition and
Disclosure-An  amendment  of  FASB  Statement  No.  123".  SFAS  148 amends FASB
Statement  No.  123,  "Accounting for Stock Based Compensation" ("SFAS 123") and
provides  alternative  methods for accounting for a change by registrants to the
fair value method of accounting for stock-based compensation. Additionally, SFAS
148  amends the disclosure requirements of SFAS 123 to require disclosure in the
significant  accounting  policy  footnote  of  both annual and interim financial
statements  of  the  method  of  accounting for stock-based compensation and the
related  pro-forma  disclosure  when  the intrinsic value method continues to be
used.  The  statement is effective for fiscal years beginning after December 15,
2002.  The Company will adopt the disclosure provisions of SFAS 148 beginning in
the  quarter  ended  March  31,  2003.

In  April  2002,  the  Financial Accounting Standards Board issued Statement No.
145,  (SFAS  145"),  "Rescission of FASB Statements No. 44, and 64, Amendment of
FASB  Statement  No.  13,  and  Technical Corrections". SFAS 145 requires, among
other  things,  gains  or  losses of extinguishments of debt to be classified as
income  (loss) from continuing operations rather than as an extraordinary items,
unless  such  extinguishments  is  determined  to  be  extraordinary pursuant to
Accounting  Principles  Board  Opinion  No.  30  ("Opinion  30"), "Reporting the
Results  of  Operations  - Reporting the Effects of a Disposal of a Segment of a
Business  and  Extraordinary, Unusual, and Infrequently Occurring Transactions".
The  provisions  SFAS 145 are effective for fiscal years beginning after May 15,
2002.  Any  gain  or  loss  on  extinguishment of debt that was classified as an
extraordinary item in prior periods presented that does not meet the criteria in
Opinion 30 for classification as an extraordinary item must be reclassified. The
Company  will early adopt the provisions of SFAS 145 for the year ended December
31,  2002  and accordingly, will reclassify the $58,701 gain on convertible note
redemptions  for 2001 from extraordinary items to a separate component of income
before  taxes.


                                       58


3.  CONCENTRATION  OF  CREDIT  RISK

Financial  instruments,  which potentially subject the Company to concentrations
of  credit  risk,  consist  principally  of  cash and cash equivalents and trade
receivables.

The  Company  performs ongoing credit evaluations of its customers and maintains
allowances for potential credit losses. No customer owed greater than 10% of the
outstanding  receivables  in  2002. Amounts owing from two customers represented
12%  and  12%  respectively  of  the  total accounts receivable balance in 2001.

4.  PROPERTY  AND  EQUIPMENT



                                                     ACCUMULATED   NET BOOK
                                           COST      AMORTIZATION   VALUE
                                            $             $           $
---------------------------------------------------------------------------
                                                          
2002
Computer equipment . . . . . . . . . .     514,541      389,184     125,357
Computer equipment under capital lease     154,254       46,195     108,059
Computer software. . . . . . . . . . .     147,747      111,070      36,677
Website software [note 9]. . . . . . .     347,122       46,680     300,442
Office furniture and equipment . . . .     141,047      102,780      38,267
Leasehold improvements . . . . . . . .      62,434       32,571      29,863
---------------------------------------------------------------------------
                                         1,367,145      728,480     638,665
===========================================================================

2001
Computer equipment . . . . . . . . . .     531,682      299,841     231,841
Computer equipment under capital lease      24,646        6,097      18,549
Computer software. . . . . . . . . . .     110,698      110,698           -
Office furniture and equipment . . . .     146,187       76,621      69,566
Leasehold improvements . . . . . . . .      42,197       20,465      21,732
---------------------------------------------------------------------------
                                           855,410      513,722     341,688
===========================================================================



                                       59


5.  CAPITAL  LEASE  OBLIGATION

The  Company  has  capital  lease  agreements  for computer equipment with lease
obligations  as  follows:


                                                                          2002
                                                                           $
--------------------------------------------------------------------------------
Total  future  lease  payments                                          156,823
Less  interest  (effective  rate  during  2002  -  17%)                 (21,774)
--------------------------------------------------------------------------------
                                                                        135,049

Less  current  portion                                                 (103,205)
--------------------------------------------------------------------------------
                                                                         31,844
================================================================================

The  following  capital  lease  payments  are  required over the next two years:

                                                                           $

2003                                                                     123,685
2004                                                                      33,138
--------------------------------------------------------------------------------
                                                                         156,823
================================================================================


                                       60


6.  NOTES  PAYABLE

The  following  table  summarizes  the  activity  under  various  agreements:



                                                   PRINCIPAL    ACCRUED INTEREST    TOTAL
                                                       $               $              $
------------------------------------------------------------------------------------------
                                                                         
2002
16% Notes payable, no specified maturity date        35,000          9,301          44,301
17% Notes payable, maturing January 31, 2004.       159,787          1,794         161,581
25% Notes payable, maturing January 21, 2003.        47,000          2,276          49,276
------------------------------------------------------------------------------------------
Total Notes payable . . . . . . . . . . . . .       241,787         13,371         255,158
==========================================================================================

2001
16% Notes payable, maturing July 30, 2002 . .       100,347          8,490         108,837
------------------------------------------------------------------------------------------
Total Notes payable . . . . . . . . . . . . .       100,347          8,490         108,837
==========================================================================================


On  May 8, 2001 the Company entered into a Securities Purchase Agreement with an
individual  related  to  a  Director and Officer of the Company to issue $32,375
(Cdn$50,000)  of  secured  unregistered  16%  notes.  The  notes had an original
maturity  of July 30, 2002 that was informally extended until November 18, 2002,
at which time the investor agreed to an amendment to extend the maturity date to
January  31,  2004  and  increase  the  interest  rate to 17%. The note has been
collateralized  by  a  second floating charge over all of the Company's Canadian
subsidiary's  property,  assets,  and  rights.

On  May  10, 2001, the Company entered into a Securities Purchase Agreement with
an  unrelated  investor  to issue $35,000 of secured unregistered 16% notes. The
notes  had an original maturity of July 30, 2002. The notes were extended beyond
the  original  maturity by an informal agreement for an undetermined period. All
accrued  interest  to  December  31,  2002  was  paid  in  January  2003.

On  July 16, 2001, the Company entered into a Securities Purchase Agreement with
a  Director  and Officer of the Company to issue $32,972 (Cdn$50,000) of secured
unregistered 16% notes. The notes had an original maturity of July 30, 2002 that
was  informally  extended  until  November  18, 2002, at which time the investor
agreed  to  an  amendment  to  extend  the maturity date to January 31, 2004 and
increase  the interest rate to 17%. The note has been collateralized by a second
floating  charge  over  all  of  the  Company's  Canadian subsidiary's property,
assets,  and  rights.


                                       61


6.  NOTES  PAYABLE  (CONT'D.)

On July 23, 2002, the Company issued a $97,034 (Cdn $152,400) promissory note to
an  unrelated  party that bears interest at 17% interest and matures on June 30,
2003. On November 18, 2002, the noteholder agreed to extend the maturity date to
January  31,  2004.  The note is collateralized by a General Security Agreement,
which  places  a floating charge over all of the Company's Canadian subsidiary's
property,  assets,  and  rights.

On  October  22,  2002,  the  Company  issued  a  $47,000  promissory note to an
unrelated  party  that  bears interest at 25.5% and matures on January 21, 2003.
The  note  is  collateralized  by  a  General Security Agreement, which places a
floating  charge  over  all  of  the  Company's  Canadian subsidiary's property,
assets,  and  rights,  but  which  is subordinated to the 16% and 17% notes. The
principal  plus  accrued  interest  was  paid  on  January  21,  2003.

7.  CONVERTIBLE  NOTES



                                                      2002        2001
                                                       $           $
-------------------------------------------------------------------------
                                                          
8% Convertible notes, maturing December 31, 2005
Principal . . . . . . . . . . . . . . . . . . . .   1,704,000   1,924,000
Prepayment premium. . . . . . . . . . . . . . . .           -     288,600
Accrued interest. . . . . . . . . . . . . . . . .           -     296,636
Unamortized debt discount . . . . . . . . . . . .    (135,866)          -
-------------------------------------------------------------------------
                                                    1,568,134   2,509,236
=========================================================================

Current portion . . . . . . . . . . . . . . . . .      81,328   2,509,236
Long term portion . . . . . . . . . . . . . . . .   1,486,806           -
-------------------------------------------------------------------------
                                                    1,568,134   2,509,236
=========================================================================


On  February  6,  2002  the  Company and the two lenders reached an agreement to
restructure  the  terms  and  conditions  of  the existing convertible notes and
callable  warrants.


                                       62


7.  CONVERTIBLE  NOTES  (CONT'D.)

The  note holders agreed to waive the 15% prepayment premium of $288,600 and the
accrued  interest  to date of $315,000 and immediately converted $100,000 of the
principal  balance due into 666,700 common shares of the Company at a conversion
price  of  $0.15.  The  remaining  principal  balance  of  $1,824,000 matures on
December  31,  2005. The notes are non-interest bearing and are convertible into
common  shares  at  the  option  of the holder at any time at a fixed conversion
price  of  $0.50  through to December 31, 2003. From January 1, 2004 to December
31, 2005, or sooner in the event of a default on any mandatory payment described
below,  the  notes bear interest at 8% and are convertible into common shares at
the  option  of the holder at any time at a conversion price equal to the lesser
of  (i) the initial conversion price of $0.50 and (ii) 88% of the average of the
5  lowest  closing  prices  of the Company's common shares during the 30 trading
days  prior  to  the  date  of  conversion.

The  restructured  agreement provides for $300,000 of mandatory payments through
to  December  31,  2004.  $23,340 was paid on June 28, 2002, $76,660 was paid on
July  12,  2002,  $20,000  was  paid on October 1, 2002, and $20,000 was paid on
January  2, 2003. Separate payments of $20,000 are due at the end of each of the
next  eight  quarters  through  to December 31, 2004. If applicable, the Company
will  also  provide  mandatory payments of 20% of the gross proceeds raised from
any  common  stock  or  common  stock equivalent financing in excess $500,000 in
2003.

The  restructuring  resulted  in a gain of $1,088,586 consisting of $603,600 for
the  waived prepayment premium and accrued interest, $247,222 for the repurchase
of  the  beneficial  conversion  feature  and  $237,764  for  the  debt discount
representing  the  difference  between  the  fair value of the notes at a market
interest  rate  of  8%  and  the  face value of the notes which are non-interest
bearing  through  to December 31, 2003. The debt discount of $237,764 is subject
to  accretion  over  the  interest-free  period  ending  December  31,  2003.

The  callable warrants permit the holders to acquire up to 181,818 common shares
at an exercise price of $3.00 at any time up to March 31, 2005. The warrants may
be  called  by the Company, at a purchase price of $.01 per underlying share, if
the  stock  price  of  the  Company's  common  shares  exceeds  $6.00 for any 20
consecutive  trading  days, provided that the holders have the right to exercise
the  warrants  within  30  days  after  their  receipt  of  such  a  call.

On  January  28, 2003, one of the lenders agreed to convert its entire principal
balance  of  $392,984  into  1,228,075 common shares of the Company at $0.32 per
common  share.  This conversion reduces the mandatory quarterly cash payments to
$15,332  from  $20,000.

                                       63


8.  CONVERTIBLE  DEBENTURES



                                                           2002     2001
                                                            $        $
--------------------------------------------------------------------------
                                                            
3% Convertible debentures, maturing December 31, 2003
Principal. . . . . . . . . . . . . . . . . . . . . . .         -  200,000
Unamortized warrants discount. . . . . . . . . . . . .         -  (84,013)
Unamortized beneficial conversion feature. . . . . . .         -  (51,490)
Accrued interest . . . . . . . . . . . . . . . . . . .         -    6,198
--------------------------------------------------------------------------
                                                               -   70,695
==========================================================================


On  March  15, 2002, the Company and the 3% convertible debenture holders agreed
to  an  amendment  to  the original Securities Purchase Agreement. The debenture
holders  agreed to immediately convert the $200,000 of outstanding principal and
$6,904 accrued interest into 413,808 common shares of the Company at the minimum
conversion  price of $0.50. The conversion resulted in the immediate recognition
of  $135,503  in  interest  expense  related  to the previously unamortized debt
discount  and  beneficial  conversion  feature.

The  Company  agreed  to  modify  the  existing  terms  of  the Series 3A and 3B
warrants.  The  exercise  price  of the Series 3A warrants has been reduced from
$1.00  to  $0.25.  The exercise price of the Series 3B warrants has been reduced
from  $2.00 to $0.50. The expiry date for both the Series 3A and 3B warrants has
been  extended  to  July  31,  2005 from December 31, 2004. The reduction in the
exercise price and extension of the expiry date of the warrants is accounted for
as  an  inducement  to convert the convertible debentures. The fair value of the
warrants  after  the  conversion  was $24,000 greater than the fair value of the
warrants prior to conversion and this excess fair value was recorded as interest
expense  on  the  conversion  date.


                                       64


9.  ASSET  ACQUISITION

On  June  24,  2002,  the  Company acquired certain website and related software
assets  of  Stockhouse  Media Corporation ("Stockhouse"). Under the terms of the
agreement,  the  Company  purchased  a  65%  interest  in  the assets by issuing
2,080,000 shares of unregistered common stock with a fair value of $424,320. The
assets  acquired  consisted  of  program source codes underlying the website for
$347,122,  and  prepaid  operating  costs  of  $77,198.

The  prepaid operating costs of $77,198 were expensed fully in the current year.
The  website  software is being amortized over a three year period commencing on
the  date  of  acquisition.

Presently,  an  unrelated third party investor is also considering an investment
in  Stockhouse  that  would effect certain terms and conditions of the Company's
agreement  with  Stockhouse.  If the third party invests in Stockhouse, then the
Company  would  maintain  its 65% interest in the acquired assets but would have
the  option to acquire the remaining 35% during the period of one year following
June  24, 2004. During the same period, Stockhouse would also have the option to
cause  the  Company  to  purchase  the  remaining  35%  interest.

If  the  third  party  does  not  invest  in  Stockhouse,  then the Company will
immediately  have  the  option  to  acquire the remaining 35% of the website and
related  software  assets  of  Stockhouse with the issuance of additional common
shares.  As  per  the  terms of the agreement, the number of common shares to be
issued  for the remaining 35% shall not be less than 920,000 shares and not more
than  1,120,000  shares.

The  original 2,080,000 common shares were issued into an escrow account on June
28, 2002 and will be released to Stockhouse on the date the third party investor
makes  its  decision.

As of February 24, 2003, the Company has not exercised its option to acquire the
remaining  35%.


                                       65


10.  WARRANTS  LIABILITY  AND  CUMULATIVE CHANGE IN ACCOUNTING PRINCIPLE

The  Emerging  Issues  Task  Force Abstract No. 00-19, Accounting for Derivative
Financial  Instruments  Indexed  to, and Potentially Settled in, a Company's Own
Stock  ("EITF  00-19")  became  applicable to the Company's warrants on June 30,
2001.  Since  the  number  of  shares  issuable  in the event of exercise of the
callable  warrants  is not currently subject to an explicit limit, the Company's
300,000  callable  and  800,000  other warrants were presented as a liability at
their  fair  value as at June 30, 2001. The fair value of the warrants liability
was  estimated  using  the  Black-Scholes  option  pricing  model.  The $413,546
difference  between  the  previous  carrying value of the warrants in additional
paid  in  capital  of $765,546 and their fair value at June 30, 2001 of $352,000
has  been  recorded as the cumulative effect of a change in accounting principle
on prior periods. This $413,546 change in accounting principle has decreased the
net  loss  per  share  for  the  year  ended  December  31,  2001  by  $0.04.

As at December 31, 2001, the Company could not demonstrate they had a sufficient
number  of authorized but unissued shares to share settle all of the outstanding
warrants if exercised and the $110,000 fair value of the warrants was classified
as a current liability. As a result of the February 6, 2002 restructuring of the
convertible  notes and callable warrants, the Company could demonstrate they had
a  sufficient  number  of  authorized  but  unissued shares to settle all of the
outstanding  warrants  if  exercised and the $165,000 fair value of the warrants
was  reclassified  as  equity.  The $55,000 difference between the fair value on
December  31,  2001  and  February  6,  2002  was recorded as a loss on warrants
liability  in  the  statement  of  operations.


11.  SHARE  CAPITAL

[A]     AUTHORIZED

The  Company  is authorized to issue up to 75,000,000 shares of common stock and
5,000,000  shares  of  preferred  stock.  No  preferred  stock  are  issued  and
outstanding  in  the  years  presented.


                                       66


11.  SHARE  CAPITAL  (CONT'D.)

[B]     COMMON  STOCK

2002

On  February  6,  2002,  the  Company issued 666,700 common shares pursuant to a
conversion  of  $100,000  of  principal under the restructured convertible notes
[Note  7].

On  February 25, 2002, the Company issued 33,000 common shares with a fair value
of  $7,500  to  an  employee  for  services  rendered.

On  March  5,  2002,  the  Company  issued 500,000 common shares to a consultant
pursuant  to a service contract. The transaction was recorded at a fair value of
$107,500  based  on  the  closing  stock  price  on  the  date of the agreement.

On March 16, 2002, the Company issued warrants to purchase 250,000 common shares
to  a consultant pursuant to a services agreement. The warrants have an exercise
price  of  $0.30 and expire on September 15, 2003. The $60,000 fair value of the
warrants  issued  was estimated using the Black-Scholes option pricing model and
was  recorded  as  an  expense  in  the  current  year.

On  March  25,  2002,  the  Company  issued  413,808 common shares pursuant to a
conversion  of  the  final  $206,904  in  principal  and accrued interest of the
convertible  debentures  as  amended  [Note  8].

On  March 28, 2002, the Company completed a private placement of 2,000,000 units
at  $0.20, each unit consisting of one common share and one warrant, plus 51,000
common  shares,  for gross proceeds of $410,200. Financing fees were $19,280 and
legal fees were $7,195, resulting in net cash proceeds of $383,725. Each warrant
entitles  the  holder to acquire one common share at $0.25 per share until March
31,  2003. The net proceeds were allocated to common stock and warrants based on
the  relative  fair  value  of  each  security  at  the  time  of  issuance.

On  June  28, 2002, the Company issued 2,080,000 common shares with a fair value
of  $424,320  to  Stockhouse  Media  Corporation  pursuant  to an asset purchase
agreement.  The  shares  are  being  held  in  escrow until certain terms of the
agreement  are  met.

On September 23, 2002, the Company issued 68,078 common shares with a fair value
of  $10,212  to  an  employee  for  services  rendered.


                                       67


11.  SHARE  CAPITAL  (CONT'D.)

On  November  20, 2002, a consultant exercised options resulting in the issuance
of  100,000  common  shares  for  exercise  proceeds  of  $12,000.

On November 25, 2002, an employee exercised options resulting in the issuance of
105,000  common  shares  for  exercise  proceeds  of  $1,050.

On  December  31,  2002,  the Company completed a private placement of 3,403,750
units  at  $0.16,  each unit consisting of one common share and one warrant, for
gross  proceeds  of  $544,600.  Financing  fees were $50,960 and legal fees were
$4,046,  resulting  in  net cash proceeds of $489,594. Each two warrants entitle
the  holder  to  acquire  one common share at $0.22 per share until December 31,
2003.  The net proceeds were allocated to common stock and warrants based on the
relative  fair  value  of  each  security  at the time of issuance. In addition,
150,000  warrants  were  issued to a placement agent with each warrant entitling
the  holder  to  acquire  one common share at $0.16 per share until December 31,
2003.  The  fair  value  of the $0.16 warrants was allocated to common stock and
warrants  based  on  the  relative  fair  value  of each security at the time of
issuance.

2001

The Company issued an aggregate of 960,640 common shares pursuant to conversions
of  convertible  notes  and  debentures.

On  January  19,  2001,  the  Company issued warrants to purchase 800,000 common
shares.  The fair value of the warrants issued, net of financing costs, amounted
to  $298,778  and  was  recorded  as  an increase to additional paid-in capital.

The Company issued an aggregate of 92,944 common shares directly to employees in
consideration  for  past  services  resulting  in  a compensation expense and an
increase  in  share  capital  of  $27,260.

The  Company  issued an aggregate of 600,000 common shares to employees pursuant
to  the  exercise  of  stock  options  for  total  proceeds  of  $173,993.

The Company issued 10,000 common shares in exchange for consulting services. The
transaction  was  recorded at a fair value of $9,690 for the common shares based
on  the  closing  stock  price  on  the  January 18, 2001 date of the agreement.


                                       68


11.  SHARE  CAPITAL  (CONT'D.)

[C]     STOCK  OPTIONS

1999,  2000,  2001  AND  2002  INCENTIVE  STOCK  OPTION  PLANS (COLLECTIVELY THE
"PLANS")

The  following  table  sets  out  the  authorized  shares  under  each  plan:



                                                              COMMON
                                                              SHARES
                                          EFFECTIVE DATE    AUTHORIZED
----------------------------------------------------------------------
                                                    
1999 Incentive Stock Option Plan       March 11, 1999       2,000,000
2000 Incentive Stock Option Plan       November 10, 2000      500,000
2001 Incentive Stock Option Plan       September 20, 2001   1,000,000
2002 Incentive Stock Option Plan       March 25, 2002       1,500,000
----------------------------------------------------------------------
Total authorized . . . . . . . .                            5,000,000
======================================================================


The Plans entitle directors, employees and consultants to purchase common shares
of  the  Company.

Options immediately become exercisable once vested. Any options that do not vest
as  the  result  of  a  grantee leaving the Company are forfeited and the common
shares  underlying them are returned to the reserve. The Board has the authority
to  vary  the  vesting  provisions  of  grants  at  its  discretion.

Activity  under  the  Plans  is  set  forth  below:



                                                          OPTIONS OUTSTANDING
                                               -----------------------------------------
                                  SHARES                                    WEIGHTED
                              AVAILABLE FOR    NUMBER OF    PRICE PER        AVERAGE
                                  GRANT         SHARES        SHARE      EXERCISE PRICE
----------------------------------------------------------------------------------------
                                                             
Balance at December 31, 2000        514,000    1,986,000   $0.01 - 4.44    $        1.70
Additional shares authorized      1,000,000            -              -                -
Options granted. . . . . . .     (2,184,644)   2,184,644   $0.12 - 3.58    $        0.29
Options forfeited. . . . . .      1,061,800   (1,061,800)  $0.20 - 4.44    $        1.49
Options exercised. . . . . .              -     (692,944)  $0.14 - 3.58    $        0.34
----------------------------------------------------------------------------------------
Balance at December 31, 2001        391,156    2,415,900   $0.01 - 2.75    $        0.91
Additional shares authorized      1,500,000            -              -                -
Options granted. . . . . . .     (2,238,078)   2,238,078   $0.15 - 0.40    $        0.18
Options forfeited. . . . . .      1,245,200   (1,245,200)  $0.20 - 2.75    $        1.57
Options exercised. . . . . .              -     (806,078)  $0.01 - 0.25    $        0.06
----------------------------------------------------------------------------------------
Balance at December 31, 2002        898,278    2,602,700   $0.12 - 0.59    $        0.20
========================================================================================



                                       69


11.  SHARE  CAPITAL  (CONT'D.)

The  number  of  options  granted and options exercised for 2002 include 601,078
direct  awards  of  common  shares.

The  weighted  average  remaining contractual life and weighted average exercise
price  of options outstanding and of options exercisable as of December 31, 2002
are  as  follows:



                                     OPTIONS OUTSTANDING               OPTIONS EXERCISABLE
                         ------------------------------------------  -----------------------
                                             WEIGHTED
                                              AVERAGE      WEIGHTED                 WEIGHTED
                           NUMBER OF         REMAINING     AVERAGE                   AVERAGE
                            SHARES          CONTRACTUAL    EXERCISE      SHARES     EXERCISE
EXERCISE PRICE            OUTSTANDING      LIFE (YEARS)     PRICE     EXERCISABLE     PRICE
--------------------------------------------------------------------------------------------
                                                                     
0.12. . . . . . . .          200,000           4.72       $   0.12       200,000     $  0.12
0.15. . . . . . . .          812,000           5.68       $   0.15       735,100     $  0.15
0.17. . . . . . . .          300,000           5.37       $   0.17       300,000     $  0.17
0.22. . . . . . . .        1,033,200           4.83       $   0.22       926,560     $  0.22
0.31. . . . . . . .          157,500           3.33       $   0.31       157,500     $  0.31
0.40. . . . . . . .           50,000           5.75       $   0.40        20,000     $  0.40
0.59. . . . . . . .           50,000           4.02       $   0.59        10,000     $  0.59
--------------------------------------------------------------------------------------------
                           2,602,700           5.06       $   0.20     2,349,160     $  0.19
============================================================================================


For  the  year  ended  December  31,  2002 the Company recorded $240,091 [2001 -
$122,668]  in  stock  based compensation expense. Of this total, $54,879 [2001 -
$95,408]  is a result of options granted to an employee in 1999 with an exercise
price  less  than  the  market price of the common stock on the date of grant. A
total of $17,712 relates to stock bonuses granted to an employee measured at the
market price on the date of the grant. A total of $167,500 relates to shares and
warrants  granted  to  consultants  in  exchange  for  services  which have been
measured  at  fair  value  on  the  commitment  date  [2001  -  $27,260].


                                       70

11.  SHARE  CAPITAL  (CONT'D.)

PRO  FORMA  DISCLOSURE  OF  STOCK  BASED  COMPENSATION

Pro  forma  information  regarding results of operations and earnings (loss) per
share  is required by FASB Statement No. 123 ("SFAS 123") for stock-based awards
to  employees  as if the Company had accounted for such awards using a valuation
method  permitted  under  SFAS  123.

The  fair value of the Company's stock-based awards granted to employees in 2002
and  2001 was estimated using the Black-Scholes option pricing model. The option
pricing  assumptions include a dividend yield of 0%, a weighted average expected
life of 4.5 years [2001 - 4.5 years], a risk free interest rate of 3.83% [2001 -
4.45%]  and  an  expected volatility of 214% [2001 - 216%]. The weighted average
fair  value  of  options  granted  during 2002 was $0.18 [2001 - $0.12]. For pro
forma  purposes,  the  estimated  value  of  the Company's stock-based awards to
employees  is  amortized  over the vesting period of the underlying options. The
effect  on the Company's net loss and loss per share of applying SFAS 123 to the
Company's  stock-based  awards  to  employees  would  approximate the following:



                                                          2002       2001
                                                           $          $
----------------------------------------------------------------------------
                                                            
Net loss. . . . . . . . . . . . . . . . . . . . . .    (306,677)  (541,552)
Compensation expense. . . . . . . . . . . . . . . .    (306,406)  (380,148)
----------------------------------------------------------------------------
Pro forma net loss. . . . . . . . . . . . . . . . .    (613,083)  (921,700)
============================================================================


BASIC AND DILUTED LOSS PER SHARE
As reported . . . . . . . . . . . . . . . . . . . .      (0.02)     (0.06)
Pro forma . . . . . . . . . . . . . . . . . . . . .      (0.04)     (0.10)
============================================================================



                                       71

11.  SHARE  CAPITAL  (CONT'D.)

[D]     WARRANTS

As  at December 31, 2002, common stock issuable pursuant to warrants outstanding
is  as  follows:



                OUTSTANDING AT                                  OUTSTANDING AT  EXERCISE
                  JANUARY 1      ISSUED    EXERCISED  CANCELLED  DECEMBER 31     PRICE      EXPIRY
                      #             #          #          #           #            $         DATE
-------------------------------------------------------------------------------------------------------------
                                                                     
2002
Series 1 . . .         300,000          -          -     18,182      281,818      3.00     March 31, 2005
Series 3A. . .         500,000          -          -          -      500,000      0.25     July 31, 2005
Series 3B. . .         300,000          -          -          -      300,000      0.50     July 31, 2005
Series 4 . . .               -  2,000,000          -          -    2,000,000      0.25     March 31, 2003
Series 5 . . .               -    250,000          -          -      250,000      0.30     September 15, 2003
Series 6 . . .               -  1,701,875          -          -    1,701,875      0.22     December 31, 2003
Series 7 . . .               -    150,000          -          -      150,000      0.16     December 31, 2003
-------------------------------------------------------------------------------------------------------------
                     1,100,000  4,101,875          -     18,182    5,183,693
=============================================================================================================

                OUTSTANDING AT                                  OUTSTANDING AT  EXERCISE
                  JANUARY 1      ISSUED    EXERCISED  CANCELLED  DECEMBER 31     PRICE      EXPIRY
                      #             #          #          #           #            $         DATE
-------------------------------------------------------------------------------------------------------------
2001
Series 1 warrants.     272,727    27,273          -          -      300,000       3.00     March 31, 2005
Series 2 warrants.     100,000         -          -    100,000            -          -     Cancelled
Series 3A warrants           -   500,000          -          -      500,000       1.00     December 31, 2004
Series 3B warrants           -   300,000          -          -      300,000       2.00     December 31, 2004
-------------------------------------------------------------------------------------------------------------
                       372,727   827,273          -    100,000    1,100,000
=============================================================================================================



                                       72

12.  SEGMENTED  INFORMATION

The  Company  operates  in one industry segment and derives its revenue from the
following  services:



                                                                           2002        2001
                                                                            $           $
----------------------------------------------------------------------------------------------
                                                                              
Public company solutions . . . . . . . . . . . . . . . . . . . . . . .   1,209,164   1,643,023
Financial software and content systems . . . . . . . . . . . . . . . .     755,535     580,409
E-business solutions . . . . . . . . . . . . . . . . . . . . . . . . .           -     633,719
----------------------------------------------------------------------------------------------
                                                                         1,964,699   2,857,151
==============================================================================================

Revenue from external customers, by country of origin, is as follows:

                                                                              2002        2001
                                                                               $           $
----------------------------------------------------------------------------------------------

Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1,870,521   2,655,477
United States. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      94,178     201,674
----------------------------------------------------------------------------------------------
                                                                         1,964,699   2,857,151
==============================================================================================


During 2002, the Company had no customers whose revenue represented greater than
10%  of  total  revenue. During 2001, the Company had one customer whose revenue
represented  20%  of  total  revenue.

Substantially  all of the Company's property and equipment is located in Canada.


                                       73


13.  INCOME  TAXES

The  Company  is  subject  to United States federal and state income taxes at an
approximate  rate  of  35%.  The  reconciliation of the provision (recovery) for
income  taxes  at  the  United  States  federal  statutory  rate compared to the
Company's  income  tax  expense  as  reported  is  as  follows:



                                                          2002        2001
                                                           $           $
--------------------------------------------------------------------------------
                                                            
Tax expense (recovery) at U.S. statutory rates. . . .   (107,000)   (190,000)
Lower (higher) effective income taxes of
   Canadian subsidiary. . . . . . . . . . . . . . . .    (31,000)    (26,000)
Change in valuation allowance . . . . . . . . . . . .    158,000    (852,000)
Change in opening valuation allowance for the
   reduction in future enacted tax rates. . . . . . .          -   1,004,000
Non-deductible expenses . . . . . . . . . . . . . . .    279,000      64,000
Non-taxable income. . . . . . . . . . . . . . . . . .   (381,000)          -
Non-taxable portion of capital loss realized during
   the year. . . . . . . . . . . . . . . . . . . . .      82,000           -
--------------------------------------------------------------------------------
Income tax provision (recovery) . . . . . . . . . . .          -           -
================================================================================


Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amounts  used  for  income  tax  purposes.

Significant  components  of the Company's deferred tax assets as of December 31,
2002  are  as  follows:



                                                          2002        2001
                                                           $           $
--------------------------------------------------------------------------------
                                                            
Net operating loss carryforwards. . . . . . . . . . .  2,997,000    3,091,000
Net capital loss carryforwards. .                         82,000            -
Property and equipment. . . . . . . . . . . . . . . .    205,000      149,000
Other . . . . . . . . . . . . . . . . . . . . . . . .    114,000            -
--------------------------------------------------------------------------------
Total deferred tax assets . . . . . . . . . . . . . .  3,398,000    3,240,000
Valuation allowance . . . . . . . . . . . . . . . . . (3,398,000)  (3,240,000)
--------------------------------------------------------------------------------
Net deferred tax assets . . . . . . . . . . . . . . .          -            -
================================================================================


The Company has recognized a valuation allowance for the deferred tax assets for
which  it  is  more  likely  than  not  that  realization  will  not  occur.


                                       74

13.  INCOME  TAXES  (CONT'D.)

The  net  operating  loss  carryforwards  expire  as  follows:



                                                                           $
----------------------------------------------------------------------------------
                                                                  
CANADA
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2,576,000
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2,289,000
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    459,000
----------------------------------------------------------------------------------
                                                                        5,324,000
----------------------------------------------------------------------------------

U.S.
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1,173,000
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1,494,000
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    135,000
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    342,000
----------------------------------------------------------------------------------
                                                                        3,144,000
----------------------------------------------------------------------------------

TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8,468,000
==================================================================================


The  Company  also has net capital losses of $230,000 available to offset future
taxable  capital  gains  in  Canada.

Pursuant  to  Section 382 of the Internal Revenue Code, use of the Company's net
operating  loss  carryforwards  may  be  limited  if  the  Company experiences a
cumulative  change  in  ownership  of  greater  than  50% in a moving three year
period.  Ownership  changes  could  impact  the Company's ability to utilize net
operating  losses  and  credit  carryforwards  remaining at the ownership change
date. The limitation will be determined by the fair market value of common stock
outstanding  prior to the ownership change, multiplied by the applicable federal
rate.  The  Canadian  non-capital  loss  carryforwards  may also be limited by a
change  in  Company  ownership.


                                       75

14.  COMMITMENTS  AND  CONTINGENCIES

[a]     The  Company  has  operating  lease  commitments  with respect to office
premises  with  minimum  annual  payments  as  follows:



                                                                           $
----------------------------------------------------------------------------------
                                                                  
2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  180,000
2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  247,000
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  281,000
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  157,000
----------------------------------------------------------------------------------
                                                                        865,000
==================================================================================


        Rental expense included in general and administrative expenses for the
year ended  December  31,  2002  was  $191,000  [2001  -  $289,000].

[b]     The  Company  is  currently  involved  in  litigation with a customer to
collect amounts owing pursuant to a contract entered into in September 2000. The
defendant  provided  a  $100,000  deposit  and contracted the Company to provide
certain  lead  generation services. The Company delivered the requested services
throughout  October  and  November 2000, however, the defendant defaulted on all
additional payments. The Company is suing the defendant for the $351,800 balance
owing,  plus  interest and costs. The defendant has filed a statement of defense
and  counterclaim  to  recover the $100,000 deposit. As of December 31, 2002, no
further  action  had  been taken by either party and no court date has been set.
Although  management currently believes the outcome of the litigation will be in
the  Company's  favour,  they  have  not  elected  to  aggressively  pursue  the
litigation  at this time. The Company has made no provision for the counterclaim
in  the financial statements and any settlement or final award will be reflected
in  the  statement  of  operations  as  the  litigation  is  resolved.


                                       76


15.  SUPPLEMENTAL  CASH  FLOW  INFORMATION

Net  changes  in  operating  assets  and  liabilities  are  as  follows:



                                                                  2001        2001
                                                                   $           $
------------------------------------------------------------------------------------
                                                                     
Marketable securities . . . . . . . . . . . . . . . .             20,616     (4,729)
Accounts receivable . . . . . . . . . . . . . . . . .             54,895     73,004
Prepaid expenses. . . . . . . . . . . . . . . . . . .            (41,653)    55,662
Accounts payable. . . . . . . . . . . . . . . . . . .            (60,819)  (437,160)
Accrued payroll liabilities . . . . . . . . . . . . .            (45,458)   (46,706)
Accrued interest on notes payable . . . . . . . . . .              4,881      8,490
Accrued interest on convertible notes and debentures.                  -    170,834
Deferred revenue. . . . . . . . . . . . . . . . . . .            195,956    (57,043)
------------------------------------------------------------------------------------
                                                                 128,418   (237,648)
====================================================================================


Non-cash  investing  and  financing  activities  are  as  follows:



                                                                  2002        2001
                                                                    $          $
------------------------------------------------------------------------------------
                                                                    
Computer equipment acquired under capital lease. . . . . . . .   129,608     24,646
Asset acquisition completed with the issuance of common stock.   424,320          -
====================================================================================


Cash amounts paid for interest are as follows:



                                                                     
                                                                  2002        2001
                                                                    $          $
------------------------------------------------------------------------------------
Cash paid for interest . . . . . . . . . . . . . . . . . . . .    39,586     24,170
====================================================================================



                                       77


CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND FINANCIAL
DISCLOSURE

There  are  no  disagreements  with  accountants  on  accounting  and  financial
disclosure.

ANTITAKEOVER  EFFECTS  OF  COLORADO  LAW  AND  OUR ARTICLES OF INCORPORATION AND
BYLAWS

Colorado  law  does not contain provisions which are intended to have the effect
of  delaying  or  deterring  a  change  in  control or management of Stockgroup.

Our  Articles  of Incorporation permit the issuance of up to 5,000,000 shares of
preferred  stock, having such rights, preferences and privileges as the Board of
Directors  may  determine.  The  issuance  of  preferred  stock, while providing
desirable  flexibility  in  connection  with  possible  acquisitions  and  other
corporate  purposes,  could  have  the  effect of making it more difficult for a
third  party  to  acquire,  or  of  discouraging a third party from acquiring, a
majority  of  our  outstanding  voting  stock.

Provisions of our bylaws which are summarized below may affect potential changes
in  control of Stockgroup. The Board of Directors believes that these provisions
are  in  the  best  interests  of  shareholders  because  they  will encourage a
potential  acquirer to negotiate with the Board of Directors, which will be able
to  consider the interests of all shareholders in a change in control situation.
However,  the  cumulative effect of these terms may be to make it more difficult
to  acquire and exercise control of Stockgroup and to make changes in management
more  difficult.

Our  bylaws provide the number of directors of Stockgroup will be established by
the  Board  of  Directors,  but  shall  be no less than one. Between shareholder
meetings  the  Board of Directors may appoint new directors to fill vacancies or
newly  created  directorships.  A  director  may  be  removed from office by the
affirmative vote of 66-2/3% of the combined voting power of the then outstanding
shares  of  stock  entitled  to  vote  generally  in  the election of directors.

As  discussed  above,  our bylaws further provide that shareholder action may be
taken  at  a meeting of shareholders and may be effected by a consent in writing
if  such consent is signed by the holders of the majority of outstanding shares,
unless  Colorado  law  requires  a  greater  percentage.

We  are  not  aware  of any proposed takeover attempt or any proposed attempt to
acquire  a  large  block  of  our  common  stock.

TRANSFER  AGENT  AND  REGISTRAR

Pacific  Corporate Trust Company in Vancouver, Canada, is the transfer agent and
registrar  for  our  capital  stock.

SHARES  ELIGIBLE  FOR  FUTURE  SALE

As  of  the  date  of this prospectus 29,418,371 shares of our common stock were
outstanding,  3,421,178  shares of common stock were issuable subject to options
granted  under  our Stock Option Plans and 7,281,413 shares of common stock were
issuable  pursuant  to  warrants  and  agent  options  granted  under  private
placements.  Of  the  outstanding  shares, 20,191,821 shares of common stock are
immediately  eligible  for  sale  in  the  public  market without restriction or
further  registration  under the Securities Act unless purchased by or issued to
any  "affiliate"  of ours, as that term is defined in Rule 144 promulgated under
the  Securities  Act,  as  described  below. All other outstanding shares of our
common stock are "restricted securities" as such term is defined under Rule 144,
in  that  such shares were issued in private transactions not involving a public
offering  and  may  not  be  sold  in  the absence of registration other than in
accordance  with Rule 144, 144(k) or 701 promulgated under the Securities Act or
under  another  exemption  from  registration.

The  shares of common stock issued to certain selling security holders are being
registered  in  the  registration  statement of which this prospectus is a part.
Upon  effectiveness  of  this  registration  statement  such shares will also be
immediately  eligible  for  sale  in  the  public market subject to restrictions
included  in  our  agreements  with  the selling security holders. We also filed
registration  statements  to  register for resale the 5,000,000 shares of common
stock  reserved  for  issuance  under our Stock Option Plans. These registration
statements became effective immediately upon filing. Accordingly, shares covered
by  these  registration  statements  are  eligible for sale in the public market
subject  to vesting restrictions. As of the date of this prospectus 2,328,260 of
these  options  were  exercisable.

Sales of substantial amounts of our common stock under Rule 144, this prospectus
or  otherwise  could  adversely affect the prevailing market price of our common
stock  and  could impair our ability to raise capital through the future sale of
our  securities.

WHERE  YOU  CAN  FIND  ADDITIONAL  INFORMATION

We  have  filed  with  the  Securities  and  Exchange  Commission a registration
statement  on  Form  SB-2.  This prospectus, which is a part of the registration
statement,  does not contain all of the information included in the registration
statement.  Some information is omitted and you should refer to the registration


                                       78


statement  and  its exhibits. With respect to references made in this prospectus
to  any contract, agreement or other document of Stockgroup, such references are
not  necessarily  complete  and you should refer to the exhibits attached to the
registration  statement  for  copies  of the actual contract, agreement or other
document.  You  may  review  a  copy  of  the  registration statement, including
exhibits,  at  the Securities and Exchange Commission's public reference room at
Judiciary  Plaza,  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.

The  public may obtain information on the operation of the public reference room
by  calling  the  Securities  and  Exchange  Commission  at  1-800-SEC-0330.

We  will  also  file annual, quarterly and current reports, proxy statements and
other  information with the Securities and Exchange Commission. You may read and
copy  any  reports,  statements  or  other  information  on  file  at the public
reference  rooms.  You can also request copies of these documents, for a copying
fee,  by  writing  to  the  Securities  and  Exchange  Commission.

Our  Securities  and  Exchange Commission filings and the registration statement
can  also  be  reviewed  by  accessing  the Securities and Exchange Commission's
Internet  site  at  http://www.sec.gov,  which  contains  reports,  proxy  and
information  statements  and  other  information regarding registrants that file
electronically  with  the  Securities  and  Exchange  Commission.


                                       79


                       STOCKGROUP INFORMATION SYSTEMS INC.

                              11,431,245 Shares of
                                  Common Stock
                              --------------------

                                   PROSPECTUS
                              --------------------
                                  July 31, 2003

PART  II

INFORMATION  NOT  REQUIRED  IN  PROSPECTUS

 INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

Colorado  Law provides that a corporation may indemnify a person made a party to
a  proceeding because the person is or was a director against liability incurred
in  the  proceeding  if:

     (a)     the  person  conducted  himself  or  herself  in  good  faith;  and

     (b)     the  person  reasonably  believed:

(i)     in  the  case  of  conduct in an official capacity with the corporation,
that  his  or  her  conduct  was  in  the  corporation's  best  interests;  and

     (ii)     in  all  other  cases,  that  his  or her conduct was at least not
opposed  to  the  corporation's  best  interest.

The  law  also  provides  that  a  corporation  may  not  indemnify  a director:

(a)     in connection with a proceeding by or in the right of the corporation in
which  the  director  was  adjudged  liable  to  the  corporation;  or

(b)     in  connection  with  any  other  proceeding  charging that the director
derived  an  improper  personal  benefit,  whether or not involving action in an
official  capacity,  in which proceeding the director was adjudged liable on the
basis  that  he  or  she  derived  an  improper  personal  benefit.

Indemnification  permitted under Colorado law in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding. Unless limited by its articles of incorporation,
Colorado law provides that a corporation shall indemnify a person who was wholly
successful,  on  the  merits  or  otherwise, in the defense of any proceeding to
which  the  person  was  party  because the person is or was a director, against
reasonable  expenses  incurred  by him or her in connection with the proceeding.

Colorado  law  further  provides that a corporation may pay for or reimburse the
reasonable  expenses  incurred  by  a director who is a party to a proceeding in
advance  of  final  disposition  of  the  proceeding  if:

(a)     the  director  furnishes to the corporation a written affirmation of the
director's  good  faith  belief  that  he  or  she  met  the standard of conduct
described  in  the  law;

(b)     the  director  furnishes  to  the  corporation  a  written  undertaking,
executed  personally  or on the director's behalf, to repay the advance if it is
ultimately  determined  that he or she did not meet the standard of conduct; and

(c)     a  determination  is  made that the facts then known to those making the
determination  would  not  preclude  indemnification  under  Colorado  law.

A  corporation may not indemnify a director under Colorado law unless authorized
in the specific case after a determination has been made that indemnification of
the  director  is  permissible in the circumstances because the director has met
the  standard  of  conduct  set  forth in the law. A corporation may not advance
expenses  to a director unless authorized in the specific case after the written
affirmation  and  undertaking  required  by  the  law  are  received  and  the
determination  required  by  the  law  has  been  made.


                                       80


The  determinations  required  by  Colorado  law  shall  be  made:

(a)     by  the  board  of  directors  by  a majority vote of those present at a
meeting  at  which  a quorum is present, and only those directors not parties to
the  proceeding  shall  be  counted  in  satisfying  the  quorum;  or

(b)     if a quorum cannot be obtained, by a majority vote of a committee of the
board  of  directors designated by the board of directors, which committee shall
consist  of  two  or  more  directors not parties to the proceeding; except that
directors  who  are parties to the proceeding may participate in the designation
of  directors  for  the  committee.

Alternatively,  the  determination  required  to be made by the law may be made:

(a)     by  independent  legal  counsel  selected  by  a  vote  of  the board of
directors  or the committee in the manner specified above or, if a quorum of the
full  board  cannot  be  obtained  and  a  committee  cannot  be established, by
independent  legal  counsel  selected  by  a  majority vote of the full board of
directors;  or

(b)     by  the  shareholders.

Authorization  of  indemnification  and advance of expenses shall be made in the
same  manner as the determination that indemnification or advance of expenses is
permissible;  except  that, if the determination that indemnification or advance
of  expenses  is permissible is made by independent legal counsel, authorization
of  indemnification  and  advance of the expenses shall be made by the body that
selected  such  counsel.

Colorado  law  also  provides that, unless otherwise provided in the articles of
incorporation:

(a)     an  officer is entitled to mandatory indemnification, and is entitled to
apply  for  court-ordered  indemnification, in each case to the same extent as a
director;

(b)     a  corporation  may  indemnify  and  advance  expenses  to  an  officer,
employee,  fiduciary  or  agent  of  the  corporation to the same extent as to a
director;  and

(c)     a  corporation  may  also  indemnify and advance expenses to an officer,
employee,  fiduciary  or agent who is not a director to a greater extent, if not
inconsistent  with  public policy, and if provided for by its bylaws, general or
specific  action  of  its  board  of  directors  or  shareholders  or  contract.

Colorado  law  further  provides  that  a  corporation may purchase and maintain
insurance  on  behalf  of  a person who is or was a director, officer, employee,
fiduciary  or  agent  of  the  corporation,  or  who, while a director, officer,
employee,  fiduciary  or  agent  of  the  corporation,  is or was serving at the
request  of  the corporation as a director, officer, partner, trustee, employee,
fiduciary,  or  agent of another domestic or foreign corporation or other person
or  of  an employee benefit plan, against liability asserted against or incurred
by  the person in that capacity or arising from his or her status as a director,
officer,  employee,  fiduciary,  or  agent, whether or not the corporation would
have  power  to  indemnify  the person against the same liability under Colorado
law.

Our  articles of incorporation provide that the Board of Directors has the power
to:

(a)     indemnify any person who was or is a party or is threatened to be made a
party  to  any  threatened,  pending  or  completed  action, suit or proceeding,
whether  civil,  criminal, administrative or investigative (other than an action
by or in the right Stockgroup), by reason of the fact that he or she is or was a
director,  officer,  employee or agent of Stockgroup or is or was serving at our
request  as  a  director,  officer,  employee  or  agent of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorney's  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably incurred by him or her in connection with such action,
suit  or  proceeding  if  he  or  she  acted  in  good  faith and in a manner he
reasonably  believed  to  be  in  our  best  interests  and, with respect to any
criminal  action  or  proceedings, had no reasonable cause to believe his or her
conduct  was  unlawful;

(b)     indemnify any person who was or is a party or is threatened to be made a
party  to any threatened, pending or completed action or suit by or in the right
of  Stockgroup  to procure a judgment in its favor by reason of the fact that he
or  she  is or was a director, officer, employee or agent of Stockgroup or is or
was  serving  at  our  request  as  a  director,  officer,  employee or agent of
Stockgroup  or is or was serving at our request as a director, officer, employee
or  agent  of  another  corporation,  partnership, joint venture, trust or other
enterprise  against expenses (including attorney's fees) actually and reasonably
incurred  by  him in connection with the defense or settlement of such action or
suit  if he acted in good faith and in a manner he or she reasonably believed to
be in our best interests; but no indemnification shall be made in respect of any
claim,  issue  or  matter as to which such person has been adjudged to be liable
for negligence or misconduct in the performance of his or her duty to Stockgroup
unless  and  only  to the extent that the court in which such action or suit was
brought determines upon application that, despite the adjudication of liability,
but  in  view  of  all  circumstances  of  the  case,  such person is fairly and
reasonably  entitled to indemnification for such expenses which such court deems
proper;


                                       81


(c)     indemnify  a  director,  officer, employee or agent of Stockgroup to the
extent  that  such  person  has  been successful on the merits in defense of any
action,  suit  or  proceeding referred to in subparagraph (a) or (b) above or in
defense  of  any  claim,  issue,  or matter therein, against expenses (including
attorney's  fees)  actually  and reasonable incurred by him or her in connection
therewith;

(d)     authorize  indemnification  under  subparagraph (a) or (b) above (unless
ordered  by  a  court)  in  the  specific  case  upon  a  determination  that
indemnification  of  the  director,  officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subparagraph  (a)  or  (b).  Such  determination  shall  be made by the Board of
Directors  by  a  majority vote of a quorum consisting of directors who were not
parties  to  such  action,  suit  or  proceeding,  or,  if  such a quorum is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by  independent  legal  counsel  in  a  written opinion, or by the shareholders;

(e)     authorize  payment  of  expenses (including attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding as authorized in subparagraph (d)
above  upon  receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it is ultimately determined that he or
she  is  not  entitled  to  be  indemnified  by  Stockgroup;  and

(f)     purchase  and maintain insurance on behalf of any person who is or was a
director,  officer,  employee or agent of Stockgroup or who is or was serving at
our  request  as  a director, officer, employee or agent of another corporation,
partnership,  joint  venture,  trust  or  other enterprise against any liability
asserted  against him and incurred by him or her in any such capacity or arising
our  of  his  or  her  status as such, whether or not we would have the power to
indemnify  him or her against such liability under the provision of our Articles
of  Incorporation.

The  indemnification  provided by our Articles of Incorporation is not exclusive
of any other rights to which those indemnified may be entitled under our bylaws,
any agreement, vote of shareholders or disinterested directors or otherwise, and
any  procedure provided for by any of the foregoing, both as to action in his or
her official capacity and as to action in another while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or  agent  and shall inure to the benefit of heirs, executors and administrators
of  such  a  person.

Our  bylaws  give  effect  to  the  foregoing  provisions  of  our  Articles  of
Incorporation.

We  intend  to  enter  into  indemnification  agreements  with our directors and
officers.  These  agreements  provide,  in  general, that we will indemnify such
directors and officers for, and hold them harmless from and against, any and all
amounts  paid  in settlement or incurred by, or assessed against, such directors
and  officers arising out of or in connection with the service of such directors
and  officers  as  a  director or officer of Stockgroup or its affiliates to the
fullest  extent  permitted  by  Colorado  law.

The Company intends to obtain liability insurance for its directors and officers
covering,  subject  to  exceptions,  any actual or alleged negligent act, error,
omission,  misstatement, misleading statement, neglect or breach of duty by such
directors  or  officers, individually or collectively, in the discharge of their
duties  in  their  capacity  as  directors  or  officers  of  Stockgroup.

LIMITATION  OF  LIABILITY  AND  INDEMNIFICATION  MATTERS

We  believe  that provisions of our Articles of Incorporation and bylaws will be
useful  to  attract  and retain qualified persons as directors and officers. Our
Articles  of  Incorporation limit the liability of directors and officers to the
fullest  extent  permitted  by  Colorado  law.  This  is  intended  to allow our
directors  and officers the benefit of Colorado's corporation law which provides
that directors and officers of Colorado corporations may be relieved of monetary
liabilities  for  breach  of  their  fiduciary duties as directors, except under
circumstances  which  involve  acts  or  omissions  which  involve  intentional
misconduct,  fraud  or  a  knowing  violation of law, or the payment of unlawful
distributions.

We  intend  to  enter  into  indemnification  agreements  with our directors and
officers.  These agreements will provide, in general, that we will indemnify and
hold harmless such directors and officers to the fullest extent permitted by law
against  any judgments, fines, amounts paid in settlement, and expenses incurred
in  connection  with,  or  in  any  way  arising  out  of,  any claim, action or
proceeding  against,  or  affecting, such directors and officers resulting from,
relating  to  or  in  any way arising out of, the service of such persons as our
directors  and  officers.  Currently, directors and officers are entitled to the
benefits of the limitation of liability provided under our charter documents and
the  laws  of  the  State  of  Colorado.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted to our directors, officers and controlling persons pursuant to the
foregoing  provisions, or otherwise, we have been advised that in the opinion of
the  Securities  and  Exchange Commission such indemnification is against public
policy  as  expressed  in  the  Securities Act and is, therefore, unenforceable.

In  the  event  that a claim for indemnification against such liabilities (other
than  our  payment  of  expenses  incurred  or  paid  by  a director, officer or


                                       82


controlling  person 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, we will, unless in the opinion of our counsel
the  matter  has  been  settled  by  controlling precedent, submit to a court of
appropriate  jurisdiction  the  question  whether  such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by
the  final  adjudication  of  such  issue.

OTHER  EXPENSES  OF  ISSUANCE  AND  DISTRIBUTION

The  following table sets forth an itemization of various expenses, all of which
we  will  pay,  in  connection  with the sale and distribution of the securities
being  registered. All of the amounts shown are estimates, except the Securities
and  Exchange  Commission  registration  fee.

Securities  and  Exchange  Commission  Registration  Fee             $     500
Accounting  Fees  and  Expenses                                          5,575
Legal  Fees  and  Expenses                                              33,000
Miscellaneous                                                            5,925
                                                                 -------------
Total                                                                $  45,000

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Set  forth  in chronological order is information regarding shares of our common
stock  issued  and options and warrants and other convertible securities granted
by  us  during the past three years. Also included is the consideration, if any,
received  by  us  for  such  shares  and options and information relating to the
section  of  the  Securities  Act,  or  rule  of  the  Securities  and  Exchange
Commission, under which exemption from registration was claimed.  All securities
issued  were  restricted.

1.     On  April  3, 2000, we entered into a Convertible Note Purchase Agreement
pursuant to which we obtained $3 million in a financing led by Deephaven Capital
Management LLC, a subsidiary of Knight/Trimark. Amro International S.A., managed
by  Rhino Advisors was an additional lender in the funding. The funding included
$3  million  of  8% convertible notes and five-year callable warrants. The notes
were  convertible into common stock only after July 31, 2000. The notes may only
have  been  converted  if  we  did not make payment on a noteholder's prepayment
request  and  were  in  receipt  of a properly completed and executed conversion
notice  at  any time thereafter, or if we would have sought to prepay the notes.
Interest  would  have  been paid in the form of cash or registered stock, at our
option.  The  warrants  permit  the  holders  to acquire up to 181,818 shares of
common  stock.  The  placement  agent  in  the  transaction received warrants to
purchase  90,909  common  shares on the same terms as the warrants issued to the
lenders. The issuances were made under Section 4(2) of the Securities Act and/or
Regulation  D promulgated under the Securities Act and were made without general
solicitation  or  advertising.  The purchasers were sophisticated investors with
access  to all relevant information necessary to evaluate these investments, and
who  represented to us that the shares were being acquired for investment.  This
agreement  was  restructured  in  February  2002,  as  described in the "Selling
security holders"  section  of  this  prospectus.

2.     On  August  17,  2000,  Stockgroup  completed  a  private  placement with
Mediastream  Limited,  a media company in Singapore, for the issuance of 116,935
shares  at  $3.72  each  for gross cash proceeds of $435,000. The issuances were
made  under  Regulation  S  of  the  Securities  Act.

3.     On  August  24,  2000,  Stockgroup  completed  a  private  placement with
Continental  Capital  &  Equity  Corporation,  a  financial relations and direct
marketing  advertising  firm  in  Canada, for the issuance of 100,000 shares and
100,000  warrants  in  exchange  for  publicity  services.  The  transaction was
recorded  at  a fair value of $162,500 for the shares based on the closing price
of  the  stock on the day of the agreement and $81,000 for the warrants based on
the  fair  value of the warrants under the Black-Scholes option pricing formula.
The  issuances  were made under Regulation S of the Securities Act.  On June 30,
2001  the  warrants  under  this  private  placement  were  cancelled.

4.     On January 18, 2001, we issued 10,000 common shares to Value Relations IR
Services  GmbH in exchange for consulting services. The transaction was recorded
at a fair value of $9,690 for the common shares based on the closing stock price
on  the  date of the agreement.  The issuance was made under Regulation S of the
Securities  Act.

5.     On  January  19, 2001, we closed a $0.5 million financing from a group of
unaffiliated  investors  pursuant  to  a  Securities  Purchase  Agreement, under
Section  4(2)  of  the  Securities  Act. The funding included $0.5 million of 3%
convertible  debentures  and  four-year  warrants. The warrants were issued on a
pro-rata  basis,  with  each debenture-holder receiving one Series A warrant for
each  dollar  of  debentures  purchased  and  3  Series B warrants for each five
dollars  of debentures purchased. The debentures mature on December 31, 2003 and
are  convertible  into common shares upon the earlier to occur of March 25, 2001
or the effective date of the registration of the shares issuable upon conversion
of  the  debentures  and  exercise  of  the  warrants.

Stockgroup filed a registration statement on Form SB-2 for the investors' resale
of the shares underlying the debentures, the shares issuable, if any, in payment
of  interest  on  the  debentures, and the shares underlying the warrants, which
registration statement became effective on April 4, 2001. There was no placement
agent  in  the  transaction.


                                       83


On March 16, 2002, we issued 250,000 warrants to a consultant under Section 4(2)
of  the  Securities  Act,  each warrant having an exercise price of $0.30 and an
expiry  date  of  August  31,  2003.

On March 25, 2002, we completed a $0.4M financing with 22 unaffiliated investors
pursuant  to  a Subscription Agreement under Section 4(2) of the Securities Act.
The  funding  included  2,000,000  units  consisting of one common share and one
warrant each, at a price of $0.20 per unit, plus 51,000 common shares at a price
of  $0.20 per share.  The warrants have an exercise price of $0.30 and an expiry
date  of  September  30  , 2003.  The 2,051,000 common shares were issued to the
investors  on  April  1,  2002.

On  June  28,  2002,  we  issued  2,080,000  common  shares  to Stockhouse Media
Corporation in exchange for certain website and technology assets, valued at the
market  price  of  the  shares  issued  of  $424,320  under  Regulation 5 of the
Securities  Act.

On  December  31,  2002,  we completed a $544,600 financing with 28 unaffiliated
investors  pursuant  to  a  Subscription  Agreement  under  Section  4(2) of the
Securities  Act.  The  funding included 3,403,750 units consisting of one common
share and one warrant each, at a price of $0.16 per unit.  Each two warrants are
exercisable  at  $0.22  per  common  share and they expire on December 31, 2003.

On  June  4,  2003 and July 16, 2003, we issued in two parts, 3,742,800 units at
C$0.37  per  unit  under  a Short Form Offering in British Columbia and Alberta,
Canada,  under  Regulation  S  of  the  Securities  Act.  Gross  proceeds  were
C$1,384,836  and  there were 208 subscribers.  Each unit consisted of one common
share  and  one warrants, with each two warrant exercisable for one common share
at  C$0.75  for  12  months  from date of issue.  In addition, we issued 374,280
agent  options  to a group of 7 agents led by First Associates Investments Inc.,
each agent's option entitling the holder to purchase one unit as described above
for  C$0.37  for  24  months  from  date  of  issue.

UNDERTAKINGS

(a)     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  provisions  described  under  Item  14  above, or
otherwise,  the  Company has been advised that, in the opinion of the Securities
and  Exchange  Commission,  such  indemnification  is  against  public policy as
expressed  in  the  Securities  Act  and  is,  therefore,  unenforceable.

(b)     The  undersigned  registrant  hereby  undertakes:

(i)     to  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement:

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

(B)     to  reflect  in  the  prospectus  any  facts or events arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually,  or  in  the  aggregate,  represent a
fundamental  change  in the information set forth in the registration statement;
and

(C)     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;

(ii)     that, for the purpose of determining any liability under the Securities
Act,  each  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;  and

(iii)     to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

                                       84

SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  that  it  has duly caused this registration statement to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized,  in the City of
Vancouver,  Province  of  British  Columbia,  on  July  31,  2003.

STOCKGROUP  INFORMATION  SYSTEMS  INC.

By:     /s/  Marcus  A.  New
------------------------------------------------
Marcus  A.  New,  Chief  Executive  Officer

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


/s/  Marcus  New                                            Dated: July 31, 2003
-----------------------------------------------------------
Marcus A. New, Chief Executive Officer, Chairman of the Board

/s/  David  Gillard                                         Dated: July 31, 2003
-----------------------------------------------------------
David E. Gillard, Chief Financial Officer, Treasurer, Secretary

/s/  Leslie  Landes                                         Dated: July 31, 2003
-----------------------------------------------------------
Leslie  A.  Landes,  President,  Director

/s/  Craig  Faulkner                                        Dated: July 31, 2003
-----------------------------------------------------------
Craig  D.  Faulkner,  Director

/s/  David  Caddey                                          Dated: July 31, 2003
-----------------------------------------------------------
David  N.  Caddey,  Director

/s/  Lee  deBoer                                            Dated: July 31, 2003
-----------------------------------------------------------
Louis  deBoer  II,  Director

/s/  Jeff  Berwick                                          Dated: July 31, 2003
-----------------------------------------------------------
Jeffrey  D.  Berwick,  Director


                                       85


EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES

A.  EXHIBIT INDEX

The  following  Exhibits  are  either  attached  hereto  incorporated  herein by
reference  or  will  be  filed  by  amendment  to  this  registration statement:

EXHIBIT  NUMBER  AND  DESCRIPTION  OF  EXHIBIT  AND  FILING  REFERENCE

2.1  Share  Exchange  and  Share  Purchase Agreement dated March 11, 1999, among
     I-Tech  Holdings  Group,  Inc.  (the "Registrant"), 579818 B.C. Ltd., Stock
     Research  Group, Inc. ("SRG"), and the former shareholders of SRG effecting
     a  change  in  control  of  Registrant.  (incorporated  by reference to the
     Exhibits filed with Form 8K filed March 19, 1999, Form 8K/A filed March 24,
     1999  and  Form  8K/A  filed  May  10,  1999)

3.1  Articles  of Incorporation (incorporated by reference to the Exhibits filed
     with  Form  10SB12G  filed  January 29, 1998, and Amendments to Articles of
     Incorporation  filed  herewith)

3.2  Amended  and  Restated  Bylaws  (incorporated  by reference to the Exhibits
     filed  with  Form  10SB12G  filed  January  29,  1998)

4.1  1999, 2000, 2001, and 2002 Stock Incentive Plans (incorporated by reference
     to  the Exhibits filed with Form S-8 filed November 16, 1999, May 15, 2001,
     and  May  13,  2002  respectively).

4.2  Convertible  Note  Purchase  Agreement,  dated  March  21,  2000, among the
     Registrant,  Deephaven  Private  Placement  Trading  Ltd.  and  Amro
     International, S.A. (incorporated by reference to Form SB-2 and Form SB-2/A
     filed  May  26,  2000  and  August  1,  2000  respectively)

4.3  Form  of  8% Convertible Note issued to each of Deephaven and Amro pursuant
     to  the Note Purchase Agreement (incorporated by reference to Form SB-2 and
     Form  SB-2/A  filed  May  26,  2000  and  August  1,  2000  respectively)

4.4  Form  of  Callable  Warrant issued to Deephaven, Amro, and Jesup and Lamont
     Securities  Corporation  pursuant  to  the  Note  Purchase  Agreement
     (incorporated  by reference to Form SB-2 and Form SB-2/A filed May 26, 2000
     and  August  1,  2000  respectively)

4.5  Registration  Rights Agreement, dated March 31, 2000, among the Registrant,
     Deephaven  and Amro (incorporated by reference to Form SB-2 and Form SB-2/A
     filed  May  26,  2000  and  August  1,  2000  respectively)

4.6  Securities Purchase Agreement, dated January 19, 2001, among the Registrant
     and  a  group  of unaffiliated investors (incorporated by reference to Form
     SB-2  and  Form SB-2/A filed March 20, 2001 and April 3, 2001 respectively)

4.7  Form  of  3%  Convertible  Debenture,  dated  January  19,  2001, among the
     Registrant and a group of unaffiliated investors (incorporated by reference
     to  Form  SB-2  and  Form  SB-2/A  filed  March  20, 2001 and April 3, 2001
     respectively)


                                       86


4.8  Form  of  Warrant, dated January 19, 2001, among the Registrant and a group
     of  unaffiliated investors (incorporated by reference to Form SB-2 and Form
     SB-2/A  filed  March  20,  2001  and  April  3,  2001  respectively)

4.9  Registration Rights Agreement, dated January 19, 2001, among the Registrant
     and  a  group  of unaffiliated investors (incorporated by reference to Form
     SB-2  and  Form SB-2/A filed March 20, 2001 and April 3, 2001 respectively)

**4.10  Form  of  Subscription Agreement for December 31, 2002 private placement
     among  the  Registrant  and  a  group  of  unaffiliated  investors.

**4.11  Form  of  Warrant,  dated  December 31, 2002, among the Registrant and a
     group  of  unaffiliated  investors.

**4.12 TSX Venture Exchange Form 4H Short Form Offering document dated April 30,
     2003 for the equity placement which closed June 4, and July 16, 2003, among
     the  Registrant  and  a  group  of  unaffiliated  investors.

**4.13  Form  of  Warrant  for  Short  Form  Offering  dated  April  30,  2003.

**4.14  Agency  Agreement between the Registrant and First Associates Invesments
     Inc.  for  the  Short  Form  Offering  dated  April  30,  2003.

**5.1  Opinion  of Faegre & Benson LLP, regarding the legality of the securities
     being  registered

**23.1  Consent  of  Faegre  &  Benson  LLP  (included  in  Exhibit  5.1)

**23.5  Consent  of  Ernst  &  Young  LLP
----------------------
*     Previously  filed.
**    Filed  herewith.

B.  FINANCIAL  STATEMENT  SCHEDULES

Financial Statement Schedules omitted because the information is included in the
Financial  Statements  or  the  notes  thereto.


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