FORM 10-KSB
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

[X] Annual  report under section 13 or 15(d) of the  Securities  Exchange Act of
1934  For  the  fiscal  year  ended  December  31,  2002.
[ ] Transition  report pursuant  section 13 or 15(d) of the Securities  Exchange
Act  of  1934  For  the  transition  period  from  to

                        Commission file number: 0-23687


                      STOCKGROUP INFORMATION SYSTEMS INC.
       (Exact name of small business issuer as specified in its charter)

           COLORADO                                             84-1379282
(State  or  other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

    SUITE  500  -  750  W  PENDER  STREET
VANCOUVER  BRITISH  COLUMBIA  CANADA  V6C  2T7                            A2
(Address  of  principal  executive  offices)                         (Zip Code)

                   Issuer's telephone number: (604) 331-0995




Check  whether  the  issuer
(1)  filed  all  reports  required  to  be  filed  by Section 13 or 15(d) of the
Exchange  Act  during  the  past  12 months (or for such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes:  X  No:

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  1,964,699

The  aggregate  market  value  of  common  equity  held by non-affiliates of the
registrant  as  of  March  19,  2003  was  approximately  $5  million.

The  number of shares outstanding of the registrant's common equity, as of March
17,  2003  was  21,095,771.

Documents  incorporated  by  reference:  none

Transitional  Small  Business  Disclosure  Format  (check  one):Yes  []; No [x]





                                        1
<PAGE>

<TABLE>
<CAPTION>

                                          STOCKGROUP  INFORMATION  SYSTEMS  INC.

                                                      FORM  10-KSB

                                  For  The  Fiscal  Year  Ended  December  31,  2002



                                                         INDEX
<S>                                                                                                                        <C>
PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Item 1. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Item 2. Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . .   9
Item 6.  Management's Discussion and Analysis of Results of Operations and Financial Condition. . . . . . . . . . . . . .  11
Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
Part III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
Item 9.  Directors, executive officers, promoters and control persons; compliance with section 16(a) of the exchange act.  51
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
Item 11. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . .  52
Item 12. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . .  55
Item 14. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
CERTIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
</TABLE>





                                        2
<PAGE>

PART  I
Item  1.  Business

GENERAL

Stockgroup  Information  Systems  Inc.  ("Stockgroup"  or  the  "Company")  is a
financial  media  and  technology  company.  Its revenue streams for 2002 can be
categorized  into  two  broad  areas:
-     Financial  Software  and  Content  Systems,
-     Public  Company  Disclosure  &  Awareness  Products

See  PRODUCTS  AND  SERVICES  below  for a full description of these two revenue
streams.  The  clients  for  Financial  Content  and  Software  Applications are
primarily enterprise 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  in  Vancouver,  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 1999 to
provide  the  foundation  for  the  development  and  initial  marketing  of our
products.  In  October 1999 we launched Smallcapcenter.com.  At that time it was
widely  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  the  Company  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 the Company, 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.




                                        3
<PAGE>

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  the  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  of Stockgroup upon signing the
agreement, in exchange for a 65% interest in the assets. Stockgroup controls and
manages the operation of the assets and receives the net revenue to its 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 common shares of
Stockgroup  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  a  director  of  Stockgroup.

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

The  transaction  provides  several  key  benefits  to  Stockgroup  including:

-    Augmenting the strength of the company by integrating the technology and
     products into the existing Stockgroup infrastructure.
-    The deepening and strengthening of the company's technology, through
     incorporating StockHouse's applications and capabilities, expanding the
     company's product offering and enhancing its ability to deliver products to
     its customers.
-    The immediate addition of the StockHouse revenue stream and customer base.
-    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.

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 , Public
Company  Disclosure  &  Awareness  Products  and  Advertising.

FINANCIAL  SOFTWARE  AND  CONTENT  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
twelve  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, 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.




                                        4
<PAGE>

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 the 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
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.

-    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


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.




                                        5
<PAGE>

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 (IRO) and Chief Financial Officer (CFO)
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  twelve  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 December 31, 2002, we employed 25 people on a full-time basis and 6 people
on a part-time basis.  After seeing wide fluctuations in the number of employees
between  1999  and  2001, the number of employees has remained relatively stable
for  the  past  eighteen months.  An exception was a three month period after we
acquired  the StockHouse Web site when we needed extra staff for the transition.
This  stability  has  been  an  important  part  of our improved cost structure.




                                        6
<PAGE>

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
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  the  Company's  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.

FORWARD-LOOKING  STATEMENTS

Certain  statements  contained  herein  constitute  "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities  Act")  and  Section  21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These forward-looking statements can be identified
by  the  use of predictive, future-tense or forward-looking terminology, such as
"believes,"  "anticipates,"  "expects,"  "estimates," "plans," "may," "intends,"
"will,"  or similar terms. These statements appear in a number of places in this
report  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 the Company's financial condition or
results  of operations, (ii) the Company's business and growth strategies, (iii)
the  Internet  and  Internet  commerce  and  (iv) the Company's financing plans.
Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees  of  future  performance  and  involve  significant  risks  and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
projected  in  the forward-looking statements as a result of various factors set
forth  under  "Risk  Factors"  and  elsewhere  in  this  report.  The  preceding
discussion  of  the financial condition and results of operations of the Company
should  be  read  in conjunction with the financial statements and notes related
thereto  included  elsewhere  in  this  report.


Item  2.  Description  of  Property

INTELLECTUAL  PROPERTY,  PROPRIETARY  RIGHTS  AND  DOMAIN  NAMES

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.




                                        7
<PAGE>
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 obtains 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 significant part of its
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.

<TABLE>
<CAPTION>
<S>                 <C>                    <C>                <C>
    City             Monthly Payment         Lease              Expiry Date
--------------------------------------------------------------------------------
Vancouver              CDN $23,647          7 years           June -- 2006
New York                    $8,449          7 years           August -- 2006
New York sublease          -$8,449          3 years           April -- 2004
Toronto                CDN  $2,400          N/A
</TABLE>

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.


Item  3.  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  December  31, 2002, 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  the  Company's favour, 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 the statement of operations as the litigation is resolved.


Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

None





                                        8
<PAGE>

PART  II

Item  5.  Market  for  Registrant's Common Stock and Related Stockholder Matters

MARKET  INFORMATION

Our common stock has been quoted for trading on the OTC BB since March 17, 1999.
On  December  17,  2002, we began trading on the TSX-Venture Exchange in Canada.
The  following  table  sets  forth high and low bid prices on the OTC BB for the
common stock for the quarterly periods ending March 31, 2001 through to December
31,  2002  and  the partial quarter from January 1, 2003 to March 6, 2003. These
prices  represent  quotations  between  dealers  without  adjustment  for retail
markup, markdown or commission and may or may not represent actual transactions.


<TABLE>
<CAPTION>
<S>                          <C>                 <C>               <C>
Quarter  Ended:                High                Low               Volume
----------------------------------------------------------------------------
March  31,  2001               0.969               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                0.230               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
Jan  1-Mar  6, 2003 (partial)  0.380               0.205               4,098,100

</TABLE>

The  closing  price  on  March  6,  2003  was  $0.230.

During  2002 we issued 9,421,336 shares of common stock, representing 93% of the
outstanding  stock  at  the beginning of 2002. We also has authorized, reserved,
and  registered  3,050,000 shares of common stock for issuance upon the exercise
of  outstanding warrants, and 3,500,975 shares for issuance upon the exercise of
non-qualified  stock  options. The total amount of shares covered by outstanding
registrations would represent 43% of the number of our outstanding shares on the
date  of  this  filing.  In  addition,  we have authorized and reserved, but not
registered,  5,541,693 shares for issuance upon exercise of certain warrants and
convertible  notes,  which  would represent 19% of the number of our outstanding
shares  on  the  date  of  this  filing.




                                        9
<PAGE>
<TABLE>
<CAPTION>

Recent  sales  of  unregistered  securities
-------------------------------------------------------------------------------------------------------------
                                                                                  Common  Shares
                                                                    Number  of      Underlying       Gross
                                                                      Common        Convertible     Proceeds
     Date             Exemption       Name                            Shares        Securities         ($)
-------------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>                           <C>             <C>              <C>
June 30, 2002         Regulation S    Stockhouse Media Corp.         2,080,000                0       424,320
December 31, 2002     Regulation S    Private Placement (28 Places)  3,403,750        1,701,875(1)    544,600
December 31, 2002     Regulation S    Bolder Capital                         0          150,000(2)          0
-------------------------------------------------------------------------------------------------------------
</TABLE>


HOLDERS

On  December  31,  2002,  we  had  87  holders of record, which does not include
beneficial  owners  of  our  common  stock whose shares are held in the names of
various  dealers,  clearing  agencies,  banks,  brokers  and  other fiduciaries.

DIVIDENDS

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








-------------------------------
1  All warrants issued December 31, 2002, with the exception of 150,000 warrants
to  Bolder Capital, are exercisable at two warrants plus $0.22 per common share,
and  have  an  expiry  date  of  December  31,  2003.
2  Warrants  exercisable  at  one  warrant  plus $0.16 per common share, with an
expiry  date  of  December  31,  2003.

                                       10
<PAGE>
Item  6.  Management's  Discussion  and  Analysis  of  Results of Operations and
Financial  Condition

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 Q1 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  Q2 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 assets will yield positive
returns in 2003. In Q4 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.

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 is 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 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%.




                                       11
<PAGE>

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 the
financial  statements.

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

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





                                       12
<PAGE>

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
twelve or twenty-four months in length.  Public Company Disclosure and Awareness
Products  are  sold  in  either  one-off  or twelve-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  finished 2002 with $539,970 in cash and cash equivalents.  We 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.  We made a
debt  payment  of $20,000 on January 2, 2003, and a note repayment of $50,000 on
January  21,  2003.  Our  cash usage from operations for Q4 2002 was $32,327 and
for the year 2002 was $430,867.  These factors raise substantial doubt about our
ability  to  continue  as  a  going  concern.

We  experienced  a 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 2001.
We  have  negotiated  the  conversion of $392,984 of our 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  the  8%  convertible  notes,  $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 we have taken steps to achieve profitable operations
in  2003,  there  are  no assurances that we will be successful in achieving our
goals.




                                       13
<PAGE>

We  raised  $0.4M  and $0.5M in equity financings during Q1 and Q4 respectively.
We  intend to raise additional capital in 2003 in order to stabilize our balance
sheet,  make  our mandatory debt repayments, and have additional working capital
in  place.

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.

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 are 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  describes  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  pursuant to a Subscription Agreement.  The funding included 2,000,000
units  consisting  of one common share and one warrant each, at a price of $0.20
per  units,  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 the Company's
Canadian  subsidiary  as  one  of  Canada's  fastest growing companies. The 2001
Profit  100  list  awards  companies  based  on  their  5-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  Canada's largest independent investment
dealer,  Canaccord Capital to act as sponsor for the inter-listing of our shares
on  the  TSX  Venture  Exchange.





                                       14
<PAGE>

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.


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  signed 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 we's 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/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  signed  an agreement with UnionBanCal Corporation's
primary  subsidiary,  Union Bank of California, N.A. 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.


RISK  FACTORS

The  following  factors should be considered carefully in evaluating the Company
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. 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.

Liquidity  and  capital  resources  are  uncertain.

We  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,





                                       15
<PAGE>

2002.  These  factors raise substantial doubt about our ability to continue as a
going  concern.  We  experienced  a  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 2001. We have negotiated the conversion of $392,984 of
our  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, $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 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.

Computer  equipment  problems  and  failures  could  adversely  affect business.

Problems  or  failures  in  Internet-related  equipment, including file servers,
computers  and  software, could result in interruptions or slower response times
of  the  our  products,  which  could reduce the attractiveness of the 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 the 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 provided by third
parties  could  have  a  material  and  adverse  effect.

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 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  28%  of  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.

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 seeks 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.




                                       16
<PAGE>

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 which 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.

During  2002 we issued 9,421,336 shares of common stock, representing 93% of the
outstanding  stock  at the beginning of 2002. We also have authorized, reserved,
and  registered  4,901,875 shares of common stock for issuance upon the exercise
of  outstanding warrants, and 3,500,975 shares for issuance upon the exercise of
non-qualified  stock  options. The total amount of shares covered by outstanding
registrations would represent 43% of the number of our outstanding shares on the
date  of  this  filing.  In  addition,  we have authorized and reserved, but not
registered,  3,689,818 shares for issuance upon exercise of certain warrants and
convertible  notes,  which  would represent 19% of the number of our outstanding
shares  on  the  date  of  this  filing.

If required, we will seek to raise additional capital through the sale of common
stock.  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.  Future sales of shares
by  us  or  our stockholders could cause the market price of its common stock to
decline.

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.




                                       17
<PAGE>
Item  7.  Financial  Statements










Consolidated  Financial  Statements

STOCKGROUP  INFORMATION  SYSTEMS  INC.
December  31,  2002  and  2001





                                       18
<PAGE>
                                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,
February  24,  2003.                                      Chartered  Accountants





                                       19
<PAGE>

STOCKGROUP  INFORMATION  SYSTEMS  INC.


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

<TABLE>
<CAPTION>
As  at  December  31                                  (expressed  in  US  dollars)

                                                            2002           2001
                                                             $               $
-----------------------------------------------------------------------------------
<S>                                                     <C>            <C>
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
-----------------------------------------------------------------------------------
</TABLE>

See  accompanying  notes




                                       20
<PAGE>
STOCKGROUP  INFORMATION  SYSTEMS  INC.


                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

Year  ended  December  31                                     (expressed  in  US  dollars)


                                                                       2002         2001
                                                                         $            $
-------------------------------------------------------------------------------------------
<S>                                                                <C>           <C>
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
-------------------------------------------------------------------------------------------
</TABLE>


See  accompanying  notes





                                       21
<PAGE>
STOCKGROUP  INFORMATION  SYSTEMS  INC.


          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
Year  ended  December  31                                                                              (expressed  in  US  dollars)

                                                                                                                          TOTAL
                                                                                      ADDITIONAL      ACCUMULATED     SHAREHOLDERS
                                                  COMMON STOCK     COMMON STOCK     PAID-IN CAPITAL     DEFICIT         EQUITY
[note 11]                                         # OF SHARES            $                 $               $         (DEFICIENCY) $
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>             <C>                <C>             <C>
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)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See  accompanying  notes


                                       22
<PAGE>

STOCKGROUP  INFORMATION  SYSTEMS  INC.


                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

Year  ended  December  31                             (expressed  in  US  dollars)


                                                               2002        2001
                                                                 $           $
<S>                                                        <C>           <C>
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
----------------------------------------------------------------------------------
</TABLE>


See  accompanying  notes




                                       23
<PAGE>
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.





                                       24
<PAGE>

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.





                                       25
<PAGE>

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.





                                       26
<PAGE>

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.





                                       27
<PAGE>

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.





                                       28
<PAGE>

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.





                                       29
<PAGE>

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

<TABLE>
<CAPTION>
                                        ACCUMULATED     NET BOOK
                                            COST      AMORTIZATION    VALUE
                                             $              $           $
--------------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>
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
--------------------------------------------------------------------------------

</TABLE>




                                       30
<PAGE>
5.  CAPITAL  LEASE  OBLIGATION

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

<TABLE>
<CAPTION>

                                                                                2002
                                                                                  $
--------------------------------------------------------------------------------------------
<S>                                                                         <C>
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
--------------------------------------------------------------------------------------------

</TABLE>





                                       31
<PAGE>
6.  NOTES  PAYABLE

The  following  table  summarizes  the  activity  under  various  agreements:

<TABLE>
<CAPTION>

                                               PRINCIPAL   ACCRUED INTEREST    TOTAL
                                                   $               $             $
--------------------------------------------------------------------------------------
<S>                                            <C>         <C>                <C>
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
--------------------------------------------------------------------------------------
</TABLE>

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.





                                       32
<PAGE>

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

<TABLE>
<CAPTION>


                                                      2002        2001
                                                       $           $
-------------------------------------------------------------------------
<S>                                                <C>          <C>
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
-------------------------------------------------------------------------
</TABLE>

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.





                                       33
<PAGE>

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.





                                       34
<PAGE>

8.  CONVERTIBLE  DEBENTURES

<TABLE>
<CAPTION>

                                                        2002     2001
                                                         $        $
-------------------------------------------------------------------------
<S>                                                     <C>    <C>
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
-------------------------------------------------------------------------

</TABLE>



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.





                                       35
<PAGE>

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%.





                                       36
<PAGE>

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.





                                       37
<PAGE>

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.





                                       38
<PAGE>

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.





                                       39
<PAGE>

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:

<TABLE>
<CAPTION>

                                           COMMON
                                           SHARES
                                       EFFECTIVE DATE    AUTHORIZED
-------------------------------------------------------------------
<S>                                  <C>                 <C>
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
-------------------------------------------------------------------
</TABLE>


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:
<TABLE>
<CAPTION>

                                                         OPTIONS OUTSTANDING
                                               -----------------------------------------
                                  SHARES                                    WEIGHTED
                              AVAILABLE FOR    NUMBER OF    PRICE PER        AVERAGE
                                  GRANT         SHARES        SHARE      EXERCISE PRICE
----------------------------------------------------------------------------------------
<S>                           <C>             <C>          <C>           <C>
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
----------------------------------------------------------------------------------------
</TABLE>





                                       40
<PAGE>

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:

<TABLE>
<CAPTION>

                                  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
------------------------------------------------------------------------------------------------
<S>              <C>                  <C>              <C>            <C>           <C>
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
------------------------------------------------------------------------------------------------
</TABLE>



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].





                                       41
<PAGE>

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:

<TABLE>
<CAPTION>
                                      2002       2001
                                        $          $
--------------------------------------------------------
<S>                                <C>         <C>
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)
--------------------------------------------------------
</TABLE>





                                       42
<PAGE>

11.  SHARE  CAPITAL  (CONT'D.)

[d]     Warrants

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

<TABLE>
<CAPTION>


                      OUTSTANDING AT                                           OUTSTANDING AT     EXERCISE
                        JANUARY 1         ISSUED      EXERCISED    CANCELLED     DECEMBER 31       PRICE         EXPIRY
                            #               #             #           #              #               $            DATE
----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>           <C>         <C>          <C>                <C>           <C>
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
</TABLE>

<TABLE>
<CAPTION>

                      OUTSTANDING AT                                           OUTSTANDING AT     EXERCISE
                        JANUARY 1         ISSUED      EXERCISED    CANCELLED     DECEMBER 31       PRICE         EXPIRY
                            #               #             #           #              #               $            DATE
----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>              <C>           <C>         <C>          <C>                <C>           <C>
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
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>





                                       43
<PAGE>

12.  SEGMENTED  INFORMATION

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


                                                                           2002         2001
                                                                            $             $
-----------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>
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
-----------------------------------------------------------------------------------------------
</TABLE>



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.





                                       44
<PAGE>

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:

<TABLE>
<CAPTION>

                                                          2002        2001
                                                           $           $
--------------------------------------------------------------------------------
<S>                                                    <C>           <C>
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) . . . . . . . . . . .          -             -
--------------------------------------------------------------------------------
</TABLE>

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:

<TABLE>
<CAPTION>

                                                          2002        2001
                                                           $           $
--------------------------------------------------------------------------------
<S>                                                    <C>           <C>
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 . . . . . . . . . . . . . . .            -            -
--------------------------------------------------------------------------------
</TABLE>

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.




                                       45
<PAGE>
13.  INCOME  TAXES  (CONT'D.)

The  net  operating  loss  carryforwards  expire  as  follows:
<TABLE>
<CAPTION>


                                                                    $
--------------------------------------------------------------------------------
<S>                                                               <C>
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
--------------------------------------------------------------------------------
</TABLE>

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.





                                       46
<PAGE>

14.  COMMITMENTS  AND  CONTINGENCIES

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

<TABLE>
<CAPTION>


                                                                    $
--------------------------------------------------------------------------------
<S>                                                               <C>
2003. . . . . . . . . . . .  . . . . . . . . . .  . . . . . .  . . .   180,000
2004. . . . . . . . . . . .  . . . . . . . . . .  . . . . . .  . . .   247,000
2005. . . . . . . . . . . .  . . . . . . . . . .  . . . . . .  . . .   281,000
2006. . . . . . . . . . . .  . . . . . . . . . .  . . . . . .  . . .   157,000
--------------------------------------------------------------------------------
                                                                       865,000
--------------------------------------------------------------------------------
</TABLE>



     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.





                                       47
<PAGE>

15.  SUPPLEMENTAL  CASH  FLOW  INFORMATION

Net  changes  in  operating  assets  and  liabilities  are  as  follows:

<TABLE>
<CAPTION>


                                                         2001       2001
                                                          $          $
---------------------------------------------------------------------------
<S>                                                    <C>        <C>
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)
---------------------------------------------------------------------------
</TABLE>


Non-cash  investing  and  financing  activities  are  as  follows:
<TABLE>
<CAPTION>

                                                                  2002     2001
                                                                   $        $
---------------------------------------------------------------------------------
<S>                                                             <C>       <C>
Computer equipment acquired under capital lease. . . . . . . .   129,608   24,646
Asset acquisition completed with the issuance of common stock.   424,320        -
---------------------------------------------------------------------------------
</TABLE>


Cash  amounts  paid  for  interest  are  as  follows:
<TABLE>
<CAPTION>

                                                                  2002     2001
                                                                   $        $
---------------------------------------------------------------------------------
<S>                                                             <C>       <C>
Cash paid for interest.                                           39,586   24,170
---------------------------------------------------------------------------------
</TABLE>




                                       48
<PAGE>
Part  III

Item  9.  Directors,  executive  officers,  promoters  and  control  persons;
compliance  with  section  16(a)  of  the  exchange  act.

The  following  table  sets  forth,  as  of December 31, 2002, the name, age and
position  of  our directors, executive officers and other significant employees.

<TABLE>
<CAPTION>

                                                Director/
                                                Director/
                                                 Officer
Name                               Age            Since              Position with the Company
-----------------------------------------------------------------------------------------------
<S>                               <C>          <C>                  <C>
   Marcus A. New . . . . . . . .   33           May 1995(3)          Chairman of the Board, CEO
   Leslie Landes . . . . . . . .   58           August 1998(4)       Director, President
   David Gillard . . . . . . . .   33           November 2001        Chief Financial Officer
   Craig Faulkner . . . . . . . .  32           May 1995(5)          Director
   David Caddey . . . . . . . . .  53           June 1999            Director
   Louis de Boer II . . . . . . .  50           August 1998          Director
   Jeffrey Berwick . . . . . . .   32           July 2002            Director
</TABLE>

There  are  no  other  significant  employees,  family  relationships,  or legal
proceedings in regard to the disclosed individuals above which require inclusion
in  this  item.

The  backgrounds of the our Directors, Officers and significant employees are as
follows:

Marcus  New,  B.A.,  Founder,  Chairman  of  the  Board  and  CEO

Marcus  New  is  the  founder, and has been Chairman and Chief Executive Officer
since  May 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 the last
five years 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,  Director,  President  and  Chief  Operating  Officer

Leslie  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

----------------------------
3  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.
4  Mr.  Landes  became  President  in August, 1998, but was not a director until
June,  1999
5  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.



                                       49
<PAGE>

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

Mr.  Gillard has been Chief Financial Officer of Stockgroup since November 2001,
and  prior  to  that  he had been with the Company in the capacity of Controller
since  March  2000.  From  1993  to 2000, prior to joining Stockgroup, 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

Mr. Faulkner is one of the founding partners of Stockgroup. 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  Stockgroup  to
co-develop  one of the first portfolio tracking tools, LivequoteSRG, fully based
on  the  use  of  Java.  Mr.  Faulkner  managed  the 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,  Stockgroup
implemented  a  sophisticated blend of both Sun Solaris and Microsoft solutions.
Mr.  Faulkner  is  also part of the advisory boards for Brand Fidelity 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  Chief  Technology  Officer  of  Stockgroup  but  he  remains on the board of
directors.

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

David  Caddey  has been a Director of Stockgroup 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 Stockgroup 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,
Rainbow  Programming  as  well  as several emerging growth companies.  From July
2000  through  June 2001, he also served as CEO of Automatic Media Incorporated,
and  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




                                       50
<PAGE>

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.

Jeff  Berwick  has served as a director of Stockgroup since July 2002.  He began
programming  and  designing  software  applications  independently  in the early
1980's and has since become one of the foremost innovators in Internet services,
technology  and  marketing.  From 1991 to 1995, he was involved in the financial
industry  as  an  investment specialist for CIBC.  During this time, Mr. Berwick
identified  a  growing  need  within  the  financial  industry.  Combining  his
knowledge  of  information  technology  and the investment industry, 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.  Mr. Berwick
held  the  position  of  CEO  and  Chairman  of  the  Board for StockHouse Media
Corporation  from  its  inception.


Item  10.  Executive  Compensation

The  following  summary compensation table reflects all compensation awarded to,
earned  by,  or  paid  to  the Chief Executive Officer and the President for all
services  rendered  to  us  in  all  capacities  during  each of the years ended
December  31,  2001  and  2002.  No  executive officer received salary and bonus
exceeding  $100,000  during  those  years.

<TABLE>
<CAPTION>

SUMMARY  COMPENSATION  TABLE
-------------------------------------------------------------------------------------------------------------------------
                                                                            Long Term Compensation
                                                                --------------------------------------------
                                   Annual Compensation          |              Awards           Payouts     |
                      ---------------------------------------------------------------------------------------
     (a)        (b)       (c)          (d)         (e)          |         (f)           (g)        (h)      |      (i)
                                                 Other          |                    Securities             |
    Name                                         Annual         |     Restricted       Under-               |   All Other
    and                                         Compen-         |       Stock          lying       LTIP     |    Compen-
  Principal                                      sation         |      Award(s)       Options/    Payouts   |     sation
   Position      Year    Salary ($)   Bonus ($)   ($)           |        ($)          SARs (#)      ($)     |      ($)
-------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>          <C>       <C>                   <C>            <C>          <C>           <C>
Marcus New,      2001     97,194        0          0                        0         100,000        0              0
 CEO             2002     93,441        0          0                        0         375,000        0              0
-------------------------------------------------------------------------------------------------------------------------
Leslie           2001     97,194        0          0                        0         533,200        0              0
Landes,          2002     93,441        0          0                        0        (233,200)       0              0
President
=========================================================================================================================
</TABLE>

<TABLE>
<CAPTION>

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)
--------------------------------------------------------------------------------
<S>                 <C>           <C>                <C>         <C>
Marcus New             400,000        40.3%             0.22     04-Mar-08
Marcus New             300,000        30.2%             0.17     12-May-08
Marcus New            (325,000)     (32.7%)             2.50     cancelled
Leslie Landes         (533,200)     (53.7%)             0.94     cancelled
Leslie Landes          300,000       30.2%              0.15     20-Oct-08
--------------------------------------------------------------------------------
</TABLE>



--------------------------------
(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 6 years
from  date  of  grant.


                                       51
<PAGE>
(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)     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.

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

<TABLE>
<CAPTION>

AGGREGATED  OPTION  EXERCISE  IN  LAST  FISCAL  YEAR  AND  FISCAL  YEAR  END  OPTION  VALUES
-----------------------------------------------------------------------------------------
                                           Number of Shares          Value of Unexercised
                                             underlying                  In-the-Money
                                          Unexercised Options              Options at
                                          At December 31, 2002         December 31, 2002
-----------------------------------------------------------------------------------------
     Name       Shares
               acquired       Value        Exer-       Unexer-         Exer-      Unexer-
              on Exercise    Realized     cisable      cisable        cisable     cisable
-----------------------------------------------------------------------------------------
<S>         <C>             <C>         <C>         <C>             <C>          <C>
Marcus New             0            0     800,000           0         $49,000          $0
Leslie Landes    105,000        1,050     726,560     106,640         $42,797      $3,199
=========================================================================================
</TABLE>

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. Mr. David Caddey and Mr. 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
will  fully vest 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
and  full  vesting  immediately.  Mr.  Craig  Faulkner  was  also granted 50,000
options  on  October  22,  2002 with an exercise price of $0.15 and full vesting
immediately,  as  director  compensation.

Employment  and  Severance  Agreement

We  have  an  employment  agreement  with  our  President,  Leslie  Landes. This
agreement  was  signed  on  August  4, 1998 and has a term of 5 years. 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, Mr. Landes is to
receive  a  severance  payment  equal  to  12  months  compensation.


Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

The  following table sets forth as of December 31, 2002 the beneficial ownership
of  common  stock of each person known to us who owns more than 5% of issued and
outstanding  common  stock.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
Name and address* of                                       Amount and Nature          Percent of
Beneficial Owner                                           of Beneficial Ownership    Class
------------------------------------------------------------------------------------------------
<S>                                                      <C>                        <C>
Marcus New                                                 3,016,500                 15.43%
Yvonne New                                                 2,214,500                 11.33%
518464 B.C. Ltd.                                           1,945,000                  9.95%
================================================================================================
</TABLE>




                                       52
<PAGE>

*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,  B.C.  Canada  V6C  2T7.

On  March  11, 1999, Stockgroup 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 the Company 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. Stockgroup also issued to
Stock Trans, Inc., its 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  voting  or  disposition  of  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 December 31, 2002, the
2,808,000 shares of common stock held by the trustee represent approximately 14%
of  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
-    December 31, 2098.

Of  the amount shown for Marcus New, 36% (or 1,072,500 shares) of the shares are
owned  by  Yvonne  New,  Mr.  New's  wife.

Mr.  Marcus  New  owns directly 169,500 Exchangeable Shares and his wife, Yvonne
New,  owns  directly  19,500  exchangeable shares. They both indirectly, through
518464  B.C. Ltd., a British Columbia company owned by Mr. New as to 50% and his
wife  Yvonne  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  11%  of  issued  and  outstanding common stock.

Mr.  New also owns 2,000 shares of common stock which were purchased in the open
market.  Yvonne  New owns directly 80,500 common shares.  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,  with full vesting on grant date and 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, with full vesting on grant date
and  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 the company of 3,016,500 shares representing approximately 15.43% of
issued  and  outstanding  common  stock  as  of  December  31,  2002.

Security  Ownership  of  Management

The  tables  below  and  the  paragraphs that follow present certain information
concerning  directors,  executive  officers and significant employees. Mr. David
Caddey  is  Mr. Marcus New's wife's uncle. Other than this relationship, none of
our  directors,  executive  officers  or  significant  employees  has any family
relationship with any other director, executive officer or significant employee.




                                       53
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Name                 Age     Position  with  Company          Executive     Shares            Percent
                                                              Officer  /    Beneficially        of
                                                              Director      Owned             Class
                                                              Since         Dec 31 2002
-----------------------------------------------------------------------------------------------------
<S>                <C>    <C>                               <C>           <C>               <C>
Directors:
Marcus  A.  New      32     Chairman  of  the  Board,
                            Chief  Executive  Officer,
                            Director                          05/04/95     3,016,500          15.43%
Craig  D. Faulkner   32     Director                          05/04/95       784,000           4.01%
Leslie  Landes       58     President,
                            Chief  Operating  Officer,
                            Director                          08/04/98       726,560           3.72%
David  Caddey        53     Director                          05/04/95       160,000           0.82%
Louis  de  Boer II   50     Director                          10/07/99       100,000           0.51%
David Gillard        33     Chief Financial Officer           11/16/01       100,000           0.51%
Jeffrey  Berwick     32     Director                          07/19/02       437,230           2.24%
-----------------------------------------------------------------------------------------------------
All  Directors,  Executive  Officers  and
Significant  employees  as  a  group                                       5,324,290          27.23%
-----------------------------------------------------------------------------------------------------
</TABLE>

Of  the  amount  shown  for  Craig  Faulkner, Mr. Faulkner owns directly 169,000
exchangeable shares and indirectly, 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, full vesting on the March 18,2002, and
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,  full vesting on the grant date and 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 4.01% of the
issued  and  outstanding  common  stock  as  of  December  31,  2002.

Of  the  amount  shown  for  Mr. Caddey, 50% (or 30,000 shares) are owned by Ms.
Donna  Caddey,  Mr.  Caddey's  wife.

Mr.  David  Caddey  and  his  wife,  Donna  Caddey,  each  own  directly  20,000
exchangeable  shares.  In  addition,  20,000  shares  of  common stock are owned
jointly  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 approximately 0.82% of
issued  and  outstanding  common  stock.

Leslie  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  an  expiry date of August 9, 2007, of which
426,560  had  vested  by  the  end of 2002.  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, full vesting on grant date, and an expiry date of October
21, 2008.  As at December 31, 2002, Mr. Landes' common shares and vested options
provide  him  with  beneficial  ownership  of  831,560  shares  of  issued  and
outstanding  common  stock,  representing 4.25% of issued and outstanding common
stock.

Mr. 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 full 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




                                       54
<PAGE>

of  $0.15  per  share, full vesting on grant date, and an expiry date of October
21, 2008. As at December 31, 2002, Mr. de Boer's vested options provide him with
beneficial  ownership  of  100,000  shares,  representing  0.51%  of  issued and
outstanding  common  stock.


Item  12.  Certain  Relationships  and  Related  Transactions

During  the  last  two  years,  there  have  been  no  transactions  or proposed
transactions  to which we were or are to be a party, in which any persons as set
out  by  Item  404  of  Regulation  S-B  had  or is to have a direct or indirect
material  interest.


Item  13.  Exhibits,  Financial  Statement  Schedules,  and  Reports on Form 8-K


EXHIBIT NUMBER      DESCRIPTION OF EXHIBIT AND FILING REFERENCE
--------------      ------------------------------------------------------------
2.1                 Share  Exchange and Share Purchase Agreement dated March 11,
                    1999  effecting  a  change  in  control  of  Registrant  -
                    incorporated  by  reference to 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  &  Bylaws  -  incorporated  by
                    reference  to  Form  10SB12G  filed  January  29,  1998.
4.1                 1999 Incentive Stock Option Plan - incorporated by reference
                    to  Form  S-8  filed  November  16,  1999.
4.2                 Convertible  Notes  and  Warrants  Agreement dated March 31,
                    2000 - incorporated by reference to Form 8-K filed April 18,
                    2000.
4.3                 Securities  Purchase  Agreement  dated  January  19,  2001 -
                    incorporated  by  reference  to  Form  8-K filed January 30,
                    2001.
4.4                 2000 Incentive Stock Option Plan - incorporated by reference
                    to Form S-8 filed May 15, 2001.
4.5                 Securities  Purchase  Agreement  dated  February  6,  2002 -
                    incorporated  by  reference  to  Form 8-K filed February 20,
                    2002.
4.6                 Securities  Purchase  Agreement  dated  March  26,  2002  -
                    incorporated  by reference to Form 8-K filed March 26, 2002.
4.7                 2001  and 2002 Incentive Stock Option Plan - incorporated by
                    reference  to  Form  S-8  filed  May  13,  2002.
4.8                 Joint  Venture  Development  and  Operating  Agreement  -
                    incorporated  by  reference to Form 8-K filed July 11, 2002.
9.1                 Exchange  and  Voting Agreement incorporated by reference to
                    Form  8K  filed  March  19,  1999
12.1                Subsidiaries  of  the  Registrant  - filed herewith below as
                    Exhibit  12.1
13.1                Forms  10QSB for the quarters ended March 31, 2002, June 30,
                    2002  and  September 30, 2002 - incorporated by reference to
                    filings  made on May 15, 2002, August 14, 2002, and November
                    8,  2002  respectively.
13.2                Form 10KSB for the year ended December 31, 2001 incorporated
                    by  reference  to  the  filing  made on March 29, 2002. 23.1
                    Consent  of  Independent  Auditors - filed herewith below as
                    Exhibit  23.1.
99.1                Section  906  Certification  of  CEO
99.2                Section  906  Certification  of  CFO

No  reports  on  Form  8-K have been filed within the last quarter of the period
covered  by  this  report.





                                       55
<PAGE>
Item  14.  Controls  and  Procedures

In  February, 2003, we carried out an evaluation, under the supervision and with
the  participation  of  the  company's management, including the company's Chief
Executive  Officer  and  Chief  Financial  Officer,  of the effectiveness of the
design  and operation of the company's disclosure controls and procedures. Based
upon  that  evaluation,  the Chief Executive Officer and Chief Financial Officer
have  concluded  that  the  company's  disclosure  controls  and  procedures are
effective  to ensure that information required to be disclosed by the company in
the  reports  that  the  company files under the Exchange Act is accumulated and
communicated  to management, including the company's Chief Executive Officer and
Chief  Financial  Officer,  as  appropriate  to allow timely decisions regarding
required  disclosure.
However,  since  our  evaluation,  we have taken steps to further strengthen and
formalize  our controls.  We have adopted a formal Corporate Governance Program,
consisting  of  a Code of Business Conduct and Ethics and Compliance Program, An
Insider  Trading  Policy,  and  the  appointment  of  a Nominating and Corporate
Governance  Committee.  We  have  also  reconfirmed the appointment of our Audit
Committee  and  Compensation  Committee.





                                       56
<PAGE>

Signatures

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Stockgroup  Information  Systems,  Inc.
       (Registrant)

Dated:  March  18, 2003
By:

/s/  Marcus  A.  New
------------------------------------------------
Marcus  A.  New,  Chairman,  Chief  Executive  Officer

/s/  David  Gillard
------------------------------------------------
David  Gillard,  Chief  Financial  Officer,
Secretary  and  Treasurer

/s/  Leslie  Landes
------------------------------------------------
Leslie  Landes,  Director,  President
&  Chief  Operating  Officer

/s/  Craig  Faulkner
------------------------------------------------
Craig  Faulkner,  Director

/s/  David  Caddey
------------------------------------------------
David  Caddey,  Director

/s/  Louis  de  Boer  II
------------------------------------------------
Louis  de  Boer  II,  Director

/s/  Jeffrey  Berwick
------------------------------------------------
Jeffrey  Berwick,  Director





                                       57
<PAGE>

CERTIFICATIONS

                                  CERTIFICATION

I,  Marcus  New,  CEO,  certify  that:

1.   I have reviewed this annual report on Form 10-KSB of Stockgroup Information
     Systems Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;
     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and
     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and
     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any correction actions with regard to significant deficiencies and material
     weaknesses.


Date:  March  18,  2003


/s/  Marcus  New
----------------
Marcus  New
Chief  Executive  Officer





                                       58
<PAGE>

                                  CERTIFICATION

I,  David  Gillard,  CFO,  certify  that:

1.   I have reviewed this annual report on Form 10-KSB of Stockgroup Information
     Systems  Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;
     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and
     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and
     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this  annual  report  whether or not there were significant changes in
          internal  controls or in other factors that could significantly affect
          internal  controls  subsequent  to  the  date  of  our  most  recent
          evaluation,  including  any  correction  actions  with  regard  to
          significant  deficiencies  and  material  weaknesses.


Date:  March  18,  2003


/s/  David  Gillard
-------------------
David  Gillard,  CGA
Chief  Financial  Officer




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