Form 10-KSB/A
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

(Mark One)

[X]  Annual report under section 13 or 15(d) of the  Securities  Exchange Act of
     1934 For the fiscal year ended December 31, 1998.

[_]  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.com Holdings, 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.

State issuer's revenues for its most recent fiscal year: $1,920,052.00

The  aggregate  market  value of common  equity  held by  non-affiliates  of the
registrant as of April 25, 2000 was $18,438,750.

The number of shares  outstanding of each of the registrant's  common equity, as
of April 25, 2000 was 8,195,000.

Documents incorporated by reference:

None.


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



<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 April 25, 2000,  the name,  age and
position of the Company's  Directors,  Executive  Officers and other significant
employees.

Name                      Age   Position with the Company
----                      ---   -------------------------
Marcus A. New............ 29    Chairman of the Board; Chief Executive Officer
David Caddey............. 49    Director
Louis deBoer II.......... 47    Director
Leslie Landes............ 54    Director, President and Chief Operating Officer
Craig Faulkner........... 29    Director, Chief Technology Officer
David Andelman........... 53    Editor in Chief
John H. Dawe, CFA........ 40    Vice President Finance, Secretary & Treasurer
Tim Bush ................ 40    Vice President Sales

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

Marcus New, Founder, Chairman of the Board and CEO

Marcus  New  is  the   founder,   Chairman  and  Chief   Executive   Officer  of
Stockgroup.com.  Mr.  New  formed  the  vision  for  Stockgroup.com  in 1995 and
developed  the company from an idea to the dominant  single source for small cap
information  on the Internet.  Over the last five years he has grown the company
by  re-investing  profits  earned  and  has  successfully  built  a  substantial
corporate  client  roster  based  on  development  of  his  ideas  for  Internet
marketing.  Similar to other  successful  Internet  pioneers,  Mr.  New  created
Stockgroup.com  based on  identification of the ways in which the Internet could
be used to provide services which were not otherwise available.

Over the last two years Mr. New has aggressively marketed  Stockgroup.com across
North America and in Europe and has attracted a high profile  senior  management
team to implement his vision for Stockgroup.com.

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

Mr.  Caddey has been a Director of the Company  since  inception and has over 26
years  experience  in the business and program  management  field.  He currently
serves as a Executive  Vice  President of MacDonald  Dettwiler  and  Associates.
MacDonald  Dettwiller is a  wholly-owned  subsidiary of Orbital  Sciences  Corp.
(NYSE:  ORB), a space  technology and satellite  services  company that designs,
manufactures, operates and markets a broad range of space products and services.
Mr. Caddey is also the General  Manager of the 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 1994 to 1998, Mr. Caddey worked as a Vice President and General  Manager of
the  Space  and  Defense  Systems  Business  Area.  In  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 where he managed the development of
Radarsat I Ground Segment Program.


<PAGE>


Louis deBoer II, Director

Mr. deBoer has over 20 years experience in the strategic development of national
media programming,  advertising sales and content development.  Mr. deBoer spent
17 years 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 the company's  presence in its  International  markets.  Currently Mr.
deBoer  serves as President at  MediaFutures,  Inc. with clients in the Internet
and cable  broadcasting  industries.  He  provides  strategic  counsel  for such
companies as Hearst New Media, Cox Enterprises,  Rainbow  Programming as well as
several emerging growth companies.

Prior to forming  MediaFutures,  he was Chief  Executive  Officer at New Century
Network,  an  online  company  formed by a  consortium  of the nine  leading  US
newspaper organizations,  including, Advance Communications, Cox Communications,
The Chicago Tribune, Hearst, Gannett,  Knight-Ridder,  Inc., The New York Times,
The  Washington  Post and  Times-Mirror.  At New Century  Networks,  Mr.  deBoer
managed the team of experts that aggregated  content and marketed and sold space
to over 150 newspaper Web sites.

Leslie A. Landes, Director, President and Chief Operating Officer

Leslie Landes,  President and Chief Operating Officer, has been with the Company
since August 1998 and has been an advisor to the Company  since  inception.  Mr.
Landes previously founded Landes  Enterprises  Limited, a privately held 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 $3 Billion and over 13,000  employees.  He served as  President of The
Jim Pattison Sign Group, Outdoor Group, and Communications Group, which included
radio  and  television   stations  and  paid  subscription  print  publications.
Ultimately he was appointed President of Jim Pattison Industries Ltd. and Senior
Vice  President of the parent Jim Pattison  Group,  responsible  for the Group's
acquisitions  and  divestitures,  and with  involvement in the management of the
Group's 50 diversified  companies.  He successfully  initiated and completed the
acquisition  of  strategically  important  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.

Craig Faulkner, Director, Chief Technology Officer

Mr.   Faulkner  is  one  of  the  original   executive   and  board  members  of
Stockgroup.com.

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.com  to  co-develop  one  of  the  first  portfolio  tracking  tools,
LivequoteSRG, based 100 percent on the use of Java.

Mr.  Faulkner has managed both sales and  production  professionals.  As General
Manager for TASP International,  he was responsible for the recruiting, training
and direction of more than 20 sales associates.  Currently, Mr. Faulkner manages
the  programming and information  management team at  Stockgroup.com,  initiates
solutions with data and hardware vendors,  while maintaining a senior management
role and board membership.

Under Mr. Faulkner's  direction,  Stockgroup.com has implemented a sophisticated
blend of both Sun Solaris and Microsoft NT solutions. Stockgroup.com's main site
is  hosted on IBM  Netfinity  servers,  while  client  sites  are  hosted on Sun
Enterprise machines.



<PAGE>


David Andelman, Editor in Chief

David A.  Andelman  is a leading  international  journalist  and  communications
professional who has spent more than 30 years in print and broadcast media, most
recently as news editor of Bloomberg News.

He began his career as a domestic and foreign correspondent and bureau chief for
The New York Times in the U.S.,  Southeast  Asia and Eastern  Europe.  For seven
years he served as European  correspondent  for CBS News,  based in Paris and as
Washington  correspondent  for CNBC before joining  Bloomberg in 1995. He is the
author of two books,  and has written  articles for such  magazines as Harper's,
The Atlantic,  The New Republic and Readers Digest.  He is a graduate of Harvard
College and the Columbia  University  Graduate  School of  Journalism,  and is a
member of the Council on Foreign Relations.

On December 15, 1999  Stockgroup.com  appointed Mr. Andelman as Editor in Chief.
Mr.  Andelman  has the  responsibility  of building a world  class news  service
devoted to the small cap sector. Mr. Andelman is based in  Stockgroup.com's  New
York office.

John H. Dawe, CFA, Vice President Finance, Secretary & Treasurer

John Dawe joined Stockgroup.com in 1998 as Vice President Finance, Secretary and
Treasurer. Mr. Dawe holds the Chartered Financial Analyst designation and brings
over 17 years  experience in the  investment  brokerage  and financial  services
community. During his career he has held senior marketing, treasury and business
development   positions  and  established  a  successful   consulting   practice
specializing  in strategic  analysis and  marketing  services for the  financial
industry.  His  career has  focused  on both  corporate  finance  and  financial
marketing.  He has held senior positions with Pemberton  Securities (now part of
RBC Dominion  Securities),  The Pacific  Corporate  Trust  Company and served as
Treasurer of Canada's  fourth  largest Credit Union,  Pacific Coast Savings.  In
this  position  he managed  $1.1  billion  and  generated  the sale of over $100
million of mortgaged-backed securities and institutional mortgage asset sales.

Tim Bush, Vice President Sales

Tim Bush has been managing  professional  sales teams in major  corporations for
the past 14 years. He has a proven track record of rapidly  growing  sustainable
business at high customer  service  levels.  He began his career by  progressing
quickly in sales and branch sales management at ComputerLand in 1983. At the end
of his 8 years he had regional  responsibility  for major and corporate  account
sales.  Previous  to  joining  Stockgroup.com,  Mr.  Bush was a  Regional  Sales
Director  for  one  of  the  world's  largest  computer  products  and  services
distributors, Ingram Micro Inc. Prior to that he was Regional Sales Director for
computer distributor Merisel. As a Regional Sales Director for the past 8 years,
his teams  have  averaged  over 30% sales  growth  with  sales in excess of $400
Million and have consistently  enjoyed a dominant market share position and high
customer retention and satisfaction.

              SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
executive  officers,  directors and persons who own more than ten percent of the
outstanding Common Stock of the Company to file reports of ownership and changes
in ownership of the Common Stock with the Securities and Exchange  Commission in
ownership of the Common Stock with the Securities and Exchange  Commission  (the
"Commission").  Executive  officers,  directors  and  greater  than ten  percent
shareholders are also required by Commission  regulations to furnish the Company
with copies of all forms they file  pursuant to Section  16(a).  Based solely on
review of the  copies of such  reports  furnished  to the  Company  and  written
representations from reporting persons, to the Company's  knowledge,  all of the
Section  16(a) filing  requirements  applicable  to such persons with respect to
fiscal 1999 were complied with on a timely basis.


<PAGE>


Item 10. Executive Compensation

Executive Officer Compensation

The following  summary  compensation  table sets forth  individual  compensation
information  for the Chief  Executive  Officer and each of the  Company's  other
executive officers (the "Named Executive Officers") whose aggregate compensation
exceeded  $100,000  during each of the years ended  December 31, 1997,  1998 and
1999 pertaining to services rendered to Stockgroup.com.


                                Summary Compensation Table
<TABLE>
<CAPTION>
                                                                              All Annual
Name and Principal Position             Year        Salary         Bonus     compensation
---------------------------             ----       --------       -------    -----------
<S>                                     <C>        <C>            <C>          <C>
Marcus New                              1997       $  47,436      $ 0          $  47,436
Chief Executive Officer,                1998       $  40,192      $ 0          $  40,192
Chairman and Director                   1999       $ 111,073      $ 0          $ 111,073

Leslie Landes,                          1997       n/a            n/a          n/a
President & Chief Operating Officer     1998       $  38,781      $ 0          $  38,781
                                        1999       $ 122,654      $ 0          $ 122,654
</TABLE>


The following table presents information  concerning stock options granted to or
exercised  by Named  Executive  Officers  during 1999 for  services  rendered to
Stockgroup.com Holdings, Inc.


                               OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>                             INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------------
                     Number of         % of Total
                    Securities          Options
                    Underlying         Granted to
                     Options          Employees in       Exercise or Base          Expiration
Name                Granted (#)       Fiscal Year         Price ($/share)             Date
-----------------  ------------     --------------       ----------------        --------------
<S>                  <C>                 <C>                   <C>                     <C> <C>
Marcus New           325,000             18.22%                2.50              March 11, 2004

Leslie Landes        105,000              5.89%                0.01              August 1, 2004
                     640,800*            35.93%                0.94              August 1, 2004
</TABLE>


*Note:  107,600 of Mr.  Landes'  options to purchase  shares at a price of $0.94
will vest and be  exercisable  only if the  Company  attains  sales  performance
levels of  $16,500,000  and  $28,500,000  respectively  in fiscal  years  ending
December 31, 2000 and 2001.


<PAGE>


  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR OPTION VALUES

<TABLE>
<CAPTION>
                                                    Number of Shares underlying      Value of Unexercised
                                                       Unexercised Options at       In-the-Money Options at
                                                         December 31, 1999              December 31, 1999
                Shares acquired     Value          ------------------------------  ---------------------------
   Name         on Exercise (#)  Realized ($)      Exercisable     Unexercisable   Exercisable   Unexercisable
   ----         ---------------  ------------      -----------     --------------  -----------   -------------
<S>             <C>              <C>               <C>             <C>             <C>           <C>
Marcus New      0                0                 0               325,000         0             0

Leslie Landes   0                0                 0               105,000         0             $ 169,575
                0                0                 0               640,800         0             $ 438,948
</TABLE>

Directors' Compensation

We compensate our Directors by issuing each one options to acquire 20,000 shares
of Common  Stock  which  fully  vest  after one year of  service on our Board of
Directors.  Mr.  David  Caddey was granted  such options on March 11, 1999 which
have an  exercise  price  of  $2.50  per  share  and  become  fully  vested  and
exercisable  on March 11, 2000.  Mr. Louis deBoer II was granted such options on
October 7, 1999 which have a exercise  price of $2.75 per share and become fully
vested and exercisable on October 7, 2000.

Employment and Severance Agreement

The Company has an employment  agreement with its President Leslie Landes.  This
agreement  was  signed on  August  4, 1998 and has a term of 5 years.  Under the
agreement Mr. Landes receives  compensation of $150,000 per annum. The agreement
may be  terminated  by the  Company  or Mr.  Landes  on 30  days  notice  and if
termination  is initiated by the Company,  Mr.  Landes is to receive a severance
payment equal to 12 months compensation.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners

The following table sets forth as of April 25, 2000 the beneficial  ownership of
Common  Stock of each  person  known to the Company who owns more than 5% of the
issued and outstanding Common Stock.


Name and address* of                 Amount and Nature            Percent of
Beneficial Owner                  of Beneficial Ownership           Class
-------------------------         -----------------------          ------
Marcus New                            2,882,000(1)(2)               34.89%
Yvonne New                            2,745,000(1)(4)               33.52%
518464 B.C. Ltd.                      2,245,000(1)(5)               27.39%
Craig Faulkner                          954,000(1)(3)               11.59%
569358 B.C. Ltd.                        665,000(1)(6)                8.11%

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


<PAGE>


-----------
(1) Pursuant to a Share  Exchange and Share Purchase  Agreement  dated March 11,
1999 (the  "SEA") by and among the  Company,  formerly  called  I-Tech  Holdings
Group,   Inc.,  579818  B.C.  Ltd.,  a  British  Columbia,   Canada  corporation
wholly-owned by the Company (the  "Subsidiary"),  Stock Research Group,  Inc., a
British Columbia, Canada corporation ("Stock Group") and all of the shareholders
of  Stock   Group,   being  nine   persons   (collectively,   the  "Stock  Group
Shareholders"),  the Company acquired (the  "Acquisition") all of the issued and
outstanding  common shares of Stock Group from the Stock Group  Shareholders  in
consideration  of the  issuance  by  (i)  the  Subsidiary  to  the  Stock  Group
Shareholders, on a pro-rata basis, of 3,900,000 Class A Exchangeable Shares (the
"Exchangeable  Shares")  and (ii) by the Company  issuing to  Stocktrans,  Inc.,
located at 7 East Lancaster Avenue,  Ardmore, PA 19003, as trustee for the Stock
Group  Shareholders (the "Trustee")  3,900,000 shares of Common Stock to be held
under the terms of an Exchange  and Voting  Agreement  dated March 11, 1999 (the
"Trust Agreement") by and among the Company, the Trustee, the Subsidiary and the
Stock Group  Shareholders.  The  Exchangeable  Shares may be  converted,  at the
option of the  holder  into an equal  number of shares of the  Company's  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 the Company's Common Stock. The Trustee has no discretion as to voting
or disposition of the Company's Common Stock.

As a result of these transactions,  each of the Stock Group Shareholders has the
right to vote,  (or to direct the  Trustee to vote on behalf of such Stock Group
Shareholder)  a number of  shares of the  Company's  Common  Stock  equal to the
number of Exchangeable Shares held of record by such Stock Group Shareholder. In
the  aggregate,  shares of the  Company's  Common  Stock  issued to the  Trustee
represent approximately 47.59% of the Company's issued and outstanding shares of
Common Stock.

The Trust created by the SEA shall  continue  until the earliest to occur of the
following events: (a) no outstanding  Exchangeable  Shares are held by any Stock
Group Shareholder; (b) each of the Subsidiary and the Company acts in writing to
terminate  the Trust and such  termination  is  approved  by the  holders of the
Exchangeable  Shares  in  accordance  with  section  27.10 of the  SEA;  and (c)
December 31, 2098.

(2) Of this amount,  47.62% (or 1,372,500 shares) of the Exchangeable Shares are
owned by Yvonne New, Mr. New's wife.

Mr. Marcus New and his wife, Yvonne New, each own directly 250,000  Exchangeable
Shares,  and 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%,  2,245,000
Exchangeable  Shares.  Mr. New also owns 2,000 shares of Common Stock which were
purchased in the open market. Accordingly,  Marcus and Yvonne New have the right
to direct the vote of  2,747,000  shares of the  Company's  Common  Stock  which
represent  approximately  33.52% of the Company's issued and outstanding  Common
Stock.

In addition,  of this amount, 70,000 shares are held in trust for the benefit of
Mr. New. This trust is a non-voting  trust.  Mr. New was also granted options to
purchase 325,000 shares of Common Stock at an exercise price of $2.50 per share.
The  initial  vesting  of  65,000  options  took  place on March  11,  2000.  In
combination with Mr. New's 2,745,000 Exchangeable shares, 2,000 shares of Common
Stock,  and 70,000 shares of Common Stock held in trust,  these 65,000  optioned
shares create a beneficial ownership position in the company of 2,882,000 shares
representing approximately 34.89% of the Company's issued and outstanding Common
Stock.


<PAGE>


(3) Of this amount, Mr. Craig Faulkner owns directly 250,000 Exchangeable Shares
and indirectly,  through 569358 B.C. Ltd., a British  Columbia  company owned by
Mr. Faulkner,  665,000  Exchangeable  Shares. Mr. Faulkner has also been granted
options to acquire  195,000 shares of Common Stock at an exercise price of $2.50
per share. Mr. Faulkner was granted these options on March 11, 1999. The options
have a five year  term and vest 20% per  year.  The  initial  vesting  of 39,000
options  took  place on March 11,  2000.  In  combination  with his  direct  and
indirect holdings of 915,000  Exchangeable Shares, Mr. Faulkner controls 954,000
shares representing approximately 11.59% of the Company's issued and outstanding
Common Stock.

(4) Yvonne New is Marcus New's wife. Mrs. New owns 250,000  Exchangeable  Shares
directly and  2,245,000  shares  indirectly  through her 50% ownership of 518464
B.C. Ltd. These holdings in combination with the 250,000 Exchangeable Shares and
2,000  shares of Common  Stock  owned by Mr.  New,  bring Ms.  New's  beneficial
ownership of shares of the Comapany to 33.52%.

(5) 518464  B.C.  Ltd. is a private  company  owned 50% by Marcus New and 50% by
Yvonne New, his wife.

(6) 569358 B.C. Ltd. is a private company wholly-owned by Craig Faulkner.

Security Ownership of Management

The tables below and the  paragraphs  that follow  present  certain  information
concerning  Directors,  Executive  Officers  and  significant  employees  of the
Company.  Mr. David Caddey is Mr.  Marcus  New's wife's  uncle.  Other than this
relationship, none of the Company's Directors, Executive Officers or significant
employees has any family relationship with any other Director, Executive Officer
or significant employee.

<TABLE>
<CAPTION>
                                                                  Executive     Shares of Common
                                                                   Officer/    Stock Beneficially  Percent
                                                Positions          Director       Owned as of      of class
Name                                Age        with Company         Since        April 27, 2000      (3)
--------------------------------   ------   --------------------  ----------  -------------------- ----------
<S>                                 <C>     <C>                   <C>         <C>                  <C>
Directors:
Marcus A. New                       29      Chairman of the       05/04/95      2,882,000(1)(2)(6)   34.89%
                                            Board, Chief
                                            Executive
                                            Officer, Director

Craig D. Faulkner                   29      Chief Technology      05/04/95      954,000(1)(3)(7)     11.59%
                                            Officer, Director

Leslie A. Landes                    54      President, Chief      08/04/98      Nil(8)                 **
                                            Operating Officer,
                                            Director

Louis deBoer II                     47      Director              10/07/99      Nil(9)                 **

David Caddey                        49      Director              05/04/95      80,000(1)(4)(10)       **


Executive Officers and significant employees who are not Directors:

John H. Dawe, CFA                   40      Vice President of     11/17/98      10,800(5)(11)          **
                                            Finance, Secretary
                                            and Treasurer

David Andelman                      53      Editor in Chief       12/16/99      6,000(5)(12)

Tim Bush                            40      Vice President Sales  01/03/00      6,000(5)(13)

All Directors, Executive Officers and
Significant employees as a group ...............................                3,938,800(1)(2)       47.29%
                                                                                (3)(4)(5)(6)(7)
                                                                                (10)(11)
</TABLE>
**   Less than one percent


<PAGE>




----------

(1)  Pursuant to a Share Exchange and Share Purchase  Agreement  dated March 11,
1999 (the  "SEA") by and among the  Company,  formerly  called  I-Tech  Holdings
Group,   Inc.,  579818  B.C.  Ltd.,  a  British  Columbia,   Canada  corporation
wholly-owned by the Company (the  "Subsidiary"),  Stock Research Group,  Inc., a
British Columbia, Canada corporation ("Stock Group") and all of the shareholders
of  Stock   Group,   being  nine   persons   (collectively,   the  "Stock  Group
Shareholders"),  the Company acquired (the  "Acquisition") all of the issued and
outstanding  common shares of Stock Group from the Stock Group  Shareholders  in
consideration  of the  issuance  by  (i)  the  Subsidiary  to  the  Stock  Group
Shareholders, on a pro-rata basis, of 3,900,000 Class A Exchangeable Shares (the
"Exchangeable  Shares")  and (ii) by the Company  issuing to  Stocktrans,  Inc.,
located at 7 East Lancaster Avenue,  Ardmore, PA 19003, as trustee for the Stock
Group  Shareholders (the "Trustee")  3,900,000 shares of Common Stock to be held
under the terms of an Exchange  and Voting  Agreement  dated March 11, 1999 (the
"Trust Agreement") by and among the Company, the Trustee, the Subsidiary and the
Stock Group  Shareholders.  The  Exchangeable  Shares may be  converted,  at the
option of the holder into an equal number of the Company's  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 Company's  Common Stock.
The Trustee  has no  discretion  as to voting or  disposition  of the  Company's
Common Stock.

As a result of these transactions,  each of the Stock Group Shareholders has the
right to vote,  (or to direct the  Trustee to vote on behalf of such Stock Group
Shareholder)  a number of the  Company's  Common  Stock  equal to the  number of
Exchangeable  Shares  held of record by such  Stock  Group  Shareholder.  In the
aggregate,   the  Company's  Common  Stock  issued  to  the  Trustee   represent
approximately  47.59% of the  Corporation's  issued  and  outstanding  shares of
Common Stock.

The Trust created by the SEA shall  continue  until the earliest to occur of the
following events: (a) no outstanding  Exchangeable  Shares are held by any Stock
Group Shareholder; (b) each of the Subsidiary and the Company acts in writing to
terminate  the Trust and such  termination  is  approved  by the  holders of the
Exchangeable  Shares  in  accordance  with  section  27.10 of the  SEA;  and (c)
December 31, 2098.

(2) Of this amount,  47.62% (or 1,372,500 shares) of the Exchangeable Shares are
owned by Yvonne New, Mr. New's wife.

Mr.  Marcus  New and his  wife,  Ms.  Yvonne  New,  each  own  directly  250,000
Exchangeable  Shares,  and  indirectly,  through  518464  B.C.  Ltd.,  a British
Columbia  company  owned by Mr. New as to 50% and Ms.  New as to 50%,  2,245,000
Exchangeable  Shares.  Mr. New also owns 2,000 shares of Common Stock which were
purchased  in the open  market.  Accordingly,  Mr. and Ms. New have the right to
direct  the  vote of  2,747,000  shares  of the  Company's  Common  Stock  which
represent  approximately  33.52% of the Company's issued and outstanding  Common
Stock.

In addition, Mr. New beneficially owns 70,000 shares which are held in trust for
the benefit of Mr. New. This trust is a non-voting trust.

(3) Of this amount, Mr. Craig Faulkner owns directly 250,000 Exchangeable Shares
and indirectly,  through 569358 B.C. Ltd., a British  Columbia  company owned by
Mr. Faulkner, 665,000 Exchangeable Shares.


<PAGE>


(4) Of this amount,  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.  Accordingly,  Mr. and Ms.  Caddey  have the
right  to  direct  the  vote of  60,000  of the  Company's  Common  Stock  which
represents  approximately  0.73% of the Company's issued and outstanding  Common
Stock.

(5) Mr. John Dawe,  Mr. David  Andelman and Mr. Tim Bush each  respectively  own
800, 6,000 and 6,000 shares of Common Stock purchased in the open market.

(6) Mr. New has been granted  options to acquire  325,000 shares of Common Stock
at an exercise  price of $2.50 per share.  Mr. New was granted  these options on
March 11,  1999.  The options  have a five year term and vest 20% per year.  The
initial  vesting  of  65,000  options  took  place  on  March  11,  2000 and the
beneficial  ownership  calculation  here includes  65,000 shares of Common Stock
underlying these options.  In combination with Mr. New's 2,745,000  Exchangeable
shares,  2,000  shares of Common  Stock,  70,000  shares of Common Stock held in
trust,  these 65,000 optioned shares create a beneficial  ownership  position in
the  company  of  2,882,000  shares  representing  approximately  34.89%  of the
Company's issued and outstanding Common Stock.

(7) Mr.  Faulkner has been granted  options to acquire  195,000 shares of Common
Stock at an exercise  price of $2.50 per share.  Mr.  Faulkner was granted these
options on March 11,  1999.  The options  have a five year term and vest 20% per
year. The initial vesting of 39,000 options took place on March 11, 2000 and the
beneficial  ownership  calculation  here includes  39,000 shares of Common Stock
underlying these options.  In combination with his direct and indirect  holdings
of  915,000   Exchangeable   shares,   Mr.  Faulkner   controls  954,000  shares
representing approximately 11.59% of the Company's issued and outstanding Common
Stock.

(8) Mr.  Caddey has been  granted  options to purchase  20,000  shares of Common
Stock at an exercise  price of $2.50 per share.  Mr.  Caddey was  granted  these
options on March 11, 1999.  The options have a six year term and full vesting of
the 20,000  options  took place on March 11, 2000 and the  beneficial  ownership
calculation  here  includes  20,000  shares of  Common  Stock  underlying  these
options.  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, Mr. Caddey controls 80,000 shares representing approximately 0.97% of the
Company's issued and outstanding Common Stock.

(9) Mr. Leslie Landes has been granted options to purchase 745,800 shares of the
Company's  Common  Stock at a price of $0.01 per share as to 105,000  shares and
$0.94 per shares as to the  balance.  Mr.  Landes was granted  these  options on
March 11, 1999. The options may be exercised,  to the extent vested,  only after
August 1, 2000.  As at August 1, 1999,  106,640 of the options  had  vested.  In
addition,  107,600 of Mr. Landes' options to purchase shares at a price of $0.94
will vest and be exercisable  only if the Company  attains Company attains sales
performance  levels  $16,500,000  and  $28,500,000  respectively in fiscal years
ending  December 31, 2000 and 2001.  As at April 27, 2000,  none of Mr.  Landes'
options  provide  him with the right to control any of the  Company's  issued or
outstanding Common Stock.

(10) Mr. Louis deBoer II, has been granted  options to purchase 20,000 shares of
the Company's  Common Stock at an exercise price of $2.75 per share.  Mr. deBoer
was granted these  options on October 7, 1999.  The options have a six year term
and full vesting of the 20,000 options will take place on October 7, 2000. As at
April 27,  2000,  none of Mr.  deBoer's  options  provide  him with the right to
control any of the Company's issued or outstanding Common Stock.


<PAGE>


(11) On March 11, 1999 Mr. Dawe was granted options to purchase 15,000 shares of
the  Company's  Common  Stock at an  exercise  price of $2.50 per  share.  These
options  have a term of six years.  On January  28,  2000 Mr.  Dawe was  granted
options to purchase 35,000 of the Company's Common Stock at an exercise price of
$2.75 per share.  These  options  have a six year term and starting on March 11,
2000, in  combination  with his original  grant,  vest as to 10,000 options each
year. The beneficial ownership calculation here includes 10,000 shares of Common
Stock underlying these options. On February 3, 2000, Mr. Dawe received a further
option grant.  These options have a six year term, are  exercisable at $3.50 per
share of Common  Stock and vest as to 20% per year.  Initial  vesting  will take
place  February  3, 2001.  As at April 27,  2000,  Mr.  Dawe's  stock and option
positions allow him to control 10,800 shares representing 0.13% of the Company's
issued and outstanding Common Stock

(12) Mr. David  Andelman was granted  options to purchase  100,000  shares at an
exercise price of $1.62.  These options were granted to Mr. Andelman on December
16, 1999, have a six year term and vest as to 20% per year starting December 16,
2000. As at April 27, 2000, Mr. Andelman's vested options are nil and his Common
Stock  position  allows him to control  6,000 shares  representing  0.07% of the
Company's issued and outstanding Common Stock.

(13) Mr. Tim Bush was granted  options to purchase  50,000 shares at an exercise
price of $1.625. These options were granted to Mr. Bush on January 3, 2000, have
a six year term and vest as to 20% per year  starting  January  3,  2001.  As at
April 27, 2000,  Mr. Bush's vested options are nil and his Common Stock position
allows him to control 6,000 shares  representing  0.07% of the Company's  issued
and outstanding Common Stock

Item 12. Certain Relationships and Related Transactions

None.


<PAGE>




                                   Part IV

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 Stock  Incentive Plan - incorporated  by reference to Form
                 S-8 filed November 16, 1999

    9.1          Exchange and Voting Agreement incorporated by reference to Form
                 8K filed March 19, 1999

    11.1         Statement  re:  computation  of  per  share  earnings  -  filed
                 herewith in Note 10 to financial statements

    13.1         Forms 10QSB for the  quarters  ended March 31,  1999,  June 30,
                 1999 and  September  30, 1999 -  incorporated  by  reference to
                 filings made on May 13, 1999,  July 12, 1999,  and November 12,
                 1999 respectively

    16.1         Letter regarding change in certifying accountant - incorporated
                 by reference to Form 8K filed July 9, 1999

    21           Subsidiaries

    22.1         Published  report  regarding   matters   submitted  to  vote  -
                 incorporated by reference to Form PRES14C filed April 5, 1999

    23.1         Consent of experts  or counsel - filed  herewith  below as Item
                 23.1

    27.1         Financial data schedule - filed herewith below


No reports on Form 8-K have been filed within the last quarter


<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.com Holdings, Inc.
                                   (Registrant)



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

                                Date April 27, 2000

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.com Holdings, Inc.
       (Registrant)

Dated:  April 27, 2000
By:

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

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

/s/  Louis deBoer II
---------------------------------------------------
Louis deBoer II, Director

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

/s/ Craig Faulkner
---------------------------------------------------
Craig Faulkner, Director, Chief Technology Officer

/s/ John H. Dawe, CFA
---------------------------------------------------
John H. Dawe, CFA, Vice President Finance,
Secretary and Treasurer