Form 10-KSB
                     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, 2000.
[ ] 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


             Former address: ......................................
             (Former name or address, if changed since last report)


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: $4,037,608

The aggregate market value of common equity held by non-affiliates of the
registrant as of February 28, 2001 was $6,401,388.

The number of shares outstanding of the registrant's common equity, as of
February 28, 2001 was 8,535,184.

Documents incorporated by reference: none

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                       1

<PAGE>


                           STOCKGROUP.COM HOLDINGS, INC.

                                   FORM 10-KSB

                  For The Fiscal Year Ended December 31, 2000

                                     INDEX





PART I.......................................................................  4
Item 1.  Business............................................................  4
Item 2.  Description of Property.............................................  7
Item 3.  Legal Proceedings...................................................  8
Item 4.  Submission of Matters to a Vote of Security Holders.................  9
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.................................................. 9
Item 7.  Financial Statements and Supplementary Data......................... 20
Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosures............................................... 47
Part III..................................................................... 48
Item 9.  Directors, executive officers, promoters and control persons;
         compliance with section 16(a) of the exchange act................... 48
Item 10. Executive Compensation.............................................. 49
Item 11. Security Ownership of Certain Beneficial Owners and Management...... 50
Item 12. Certain Relationships and Related Transactions...................... 53
Part IV...................................................................... 53
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.... 53
Signatures................................................................... 55
Item 23.1  Consent of independent auditors................................... 56





                                       2
<PAGE>

PART I

Item 1. Business

GENERAL

Stockgroup.com Holdings Inc. ("Stockgroup" or the "Company") is a financial
media and technology company.

As an Application Solution Provider, Stockgroup develops custom private labeled
financial communities for media, brokerages, and financial services companies.
Its proprietary technologies enable companies to provide news and data streams
combined with cutting edge fundamental, technical, and productivity tools to
their customers. Stockgroup.com is also a leading provider of Web site
development and Internet marketing services to small and micro cap companies.

Stockgroup's suite of financial tools and contents provides its ASP customers
with:

|_|  Real-time stock quotes on major U.S. exchanges;

|_|  North American 20-minute delayed stock quotes and indices;

|_|  Wireless North American stock quotes and indices;

|_|  Portfolio management, live portfolio updates and wireless portfolio
     updates;

|_|  Most active stock updates and wireless updates;

|_|  Daily winners/losers updates and wireless updates; and,

|_|  Company profiles, stock screening (investment data) and technical analysis.


In addition, Stockgroup is a leading online provider of financial news and
information services, disseminated from offices in New York, San Francisco,
Toronto, and Vancouver. Stockgroup's Internet Web site, www.smallcapcenter.com,
is a state-of-the-art online research center for the small cap investor or
anyone interested in the small cap sector. Interested individuals can opt-in to
Stockgroup's services and information by completing a free online registration.

In addition to the ASP Financial tools and content listed above, some of the
features available to members of Stockgroup's free opt-in community at
www.smallcapcenter.com include:

|_|  Market news from a wide range of data providers

|_|  Stockgroup's proprietary Small Cap news

|_|  Financial tools and analytical charts

|_|  Stockscores to assist in ranking all public stocks using a variety of
     methods

|_|  Small cap express newsletter and News hot line

|_|  Investor market place




                                       3
<PAGE>


CORPORATE BACKGROUND

Stockgroup was incorporated under the laws of Colorado on December 6, 1994 under
the name I-Tech Holdings Group, Inc. ("I-Tech"), a United States non-operating
company registered on the NASD OTC Bulletin Board. The financial statements and
supporting information in this report are issued under the name of Stockgroup
but are a continuation of the financial statements and report of operations of
Stock Research Group, Inc. ("SRG"), a British Columbia corporation which was
incorporated on May 4, 1995. On March 11, 1999, pursuant to a reverse
acquisition, SRG acquired the net assets of I-Tech. This transaction is
considered a recapitalization of SRG for accounting purposes and an acquisition
of Stockgroup by SRG. Accordingly, the transaction has been accounted for as a
purchase of the net assets of Stockgroup by SRG, however Stockgroup continues as
the remaining legal entity. Prior to the reverse acquisition, between 1995 and
1999, SRG had carried on active operations based on the business model described
below, which model has also been continued since the reverse acquisition.

Stockgroup operates offices in Vancouver, New York, San Francisco, and Toronto.
Stockgroup was created as a technology and media company that developed Internet
financial tools, content and media forums that assist individual investors with
information about small cap companies. Stockgroup defines "small cap" as
publicly traded companies with less than $750 million market capitalization.
From its original website, www.Stockgroup.com, the Company used its experience
and the funds from a private placement in spring 1999 to launch a more
full-service website at www.smallcapcenter.com. This new website, launched in
October 1999, included unbiased proprietary news and tools for the North
American small cap market. www.smallcapcenter.com is distinct in the financial
news industry in that it supplies information on almost 8,000 smaller public
companies not generally reported by other sites in addition to information on
larger public companies, making www.smallcapcenter.com a comprehensive website
that offers information on most public companies in North America. Throughout
1999 and the first six months of 2000, the Company enhanced its
www.smallcapcenter.com website and its tools and content.

The Company's community on www.smallcapcenter.com has provided a foundation for
growth because of the targeted, opt-in subscriber base (making it appealing to
advertisers and corporate clients) and the recurring, contractual nature of
revenues. Stockgroup improved its position in the Business to Business sector
through a wider offering of services and tools to small cap companies.
Smallcapcenter.com has received recognition for its usefulness and quality to a
wide range of users, and has become a launching pad for the newest sources of
revenue for Stockgroup - Application Services Products (ASP) Financial Tools and
Content and Enterprise Financial Website Development. These new revenue sources
are a logical extension of products and expertise Stockgroup gained building and
maintaining www.smallcapcenter.com. Stockgroup entered the ASP Financial Tools
and Content market by syndicating, or licensing, financial tools and content to
websites that want to improve their content. The ASP Financial Tools and Content
market has created opportunities for Stockgroup beyond its traditional core
market of public small cap companies, allowing the Company to sell to a wide
range of companies of all sizes. The quality of www.smallcapcenter.com and the
expertise gained in building and maintaining it also gave Stockgroup the
credibility and exposure required to win Application Services Provider and
Enterprise Financial Website Development contracts with companies that want a
strong internet presence with a financial focus.

PRODUCTS AND SERVICES

In addition to maintaining the www.smallcapcenter.com community, Stockgroup now
offers three services including Business to Business Corporate Services, ASP
Financial Tools and Content and Enterprise Financial Website Development.

Business to Business Corporate Services comprises the range of products and
services that Stockgroup offers to its small cap company clients through its
monthly marketing and maintenance programs, in addition to the many products and
services that are available through its www.smallcapcenter.com website. In the
monthly programs, Stockgroup currently serves over 400 corporate clients, and
for a monthly fee offers them a one-stop solution for their Internet corporate
disclosure and corporate advertising requirements. Clients



                                       4
<PAGE>

typically sign a twelve-month or longer agreement, and are featured on a
Showcase section of the website, thereby gaining exposure to smallcapcenter
users. Subscribers to the monthly maintenance program, whereby Stockgroup
updates their websites with corporate information, also helps satisfy SEC
requirements for continuous disclosure on the Internet. Management expects this
area of business to grow in light of recent SEC pronouncements requiring
improved Internet disclosure for their registrants, which will cause an increase
in the appeal of this offering. Revenues derived from the website include banner
and button advertising on the website and on targeted communications to our
community, email access to our opt-in community of qualified investors, and
Investor Marketplace where companies can be featured on a section of the website
with guaranteed results. The opt-in nature and the appealing demographics of
Stockgroup's online smallcapcenter community have improved our ability to
generate website revenues in the past. Management expects this to continue in
the future as we endeavor to maintain both the quality and size of the community
and the range of products we offer.

ASP Financial Tools and Content, leveraged from Business to Business financial
tool and content products, is aimed at any company that wishes to add financial
news, tools, market data and in depth fundamental and technical analysis to
their Web site. In its direct sales and through channel agreements, Stockgroup
has already made sales to a wide array of customers including government
agencies, large corporation Intranets and websites, internet companies,
financial services companies and media companies. In addition to the wide array
of customers Stockgroup has access to through channel agreements with
syndicators, possible customers include the 5,000 full service brokers in North
America. The Application Services Products model is attractive because it is a
comprehensive and inexpensive alternative to in-house development or
partnership. It is a strong source of revenue for Stockgroup because of the
recurring, annuity nature of the revenue streams, which are typically generated
through 12-month contracts that renew annually. Other potential customers
include but are not limited to insurance and trust companies, financial news
publications, and investor relations firms. Since launching Application Services
products, during the second half of 2000 new Application Services Products
customers include major technology, banking, and insurance clients.

Enterprise Financial Web Site Development offers data aggregation and
management, system design and development, technology development and project
management to business customers. More involved than the Application Services
Products model, Stockgroup began offering Enterprise Financial Web Site
Development late in 1999. These customers need completed solutions to their Web
presence and have chosen Stockgroup because of its expertise in the development
and maintenance of Web sites that require the incorporation of financial
technology, content and media. The Company believes it has become efficient and
effective in the development of these types of sites owing to five years of
financial tool and Web site development. One of Stockgroup's competitive
advantages is the ability to develop comprehensive solutions using proprietary
tools in a compressed time frame. In the past year, the Company's four
Enterprise Financial Website Development customers have generated $1.4 million
in revenue.

Stockgroup's industry is characterized by rapid technological change, new
product development and evolving industry standards. Inherent in the Company's
business are various risks and uncertainties, including a limited operating
history and the limited history of commerce on the Internet. For a more complete
discussion of the risks associated with the Company's business, see the risk
factors discussion at the end of section 6, Management's Discussion and Analysis
of Results of Operations and Financial Condition, later in this document.
Success may depend in part upon the emergence of the Internet as a
communications medium, prospective product development efforts and the
acceptance of the Company's products and services by the marketplace. As part of
its strategic development plans, the Company invests significant resources in
research and development of new products and services.

EMPLOYEES

As of December 31, 2000 Stockgroup employed 59 people on a full-time basis and 4
people on a part-time basis. Of the total of 63 staff, 31 were in design,
programming, product research and development, 12 in sales, marketing, and
support, 6 in publishing (plus an additional 5 freelance writers), and 14 in
administration and finance. Stockgroup's



                                       5
<PAGE>

success is highly dependent on the ability to attract and retain qualified
employees. Competition for employees is intense in the Internet industry. To
date, the Company believes that it has been successful in efforts to recruit and
retain qualified employees, but there is no assurance that it will continue to
be as successful in the future. None of the Company's employees are subject to
collective bargaining agreements. The Company believes relations with employees
are good.

REGULATORY ISSUES

The Company is not subject to governmental regulation in its 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 Stockgroup's
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 has five subsidiaries. In Canada, its British Columbia subsidiaries
are Stockgroup.com Media, Inc. and 579818 B.C. Ltd. In the U.S. the Company
operates through Stockgroup.com, Ltd. Stockgroup also owns two non-operating
corporations, Stockgroup.com (Bahamas) Ltd. and Stockgroup.com International,
Inc. which are currently dormant.

RESEARCH AND DEVELOPMENT

During 1999 and 2000 the Company invested approximately $849,335 and $415,108
respectively on research and development related to new products and services,
the creation of www.smallcapcenter.com, and the development of new markets in
Europe.

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.



                                       6
<PAGE>


Item 2. Description of Property

INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND DOMAIN NAMES

The Company protects its 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. The Company pursues the registration of its domain names, trademarks
and service marks in the United States and internationally. Effective trademark,
service mark, copyright and trade secret protection may not be available in
every country in which the Company's services and products are made available
on-line. The Company creates a majority of its content and obtains rights to use
the balance of its content from third parties. It is possible that the Company
could become subject to infringement actions based upon the content obtained
from these third parties. In addition, others may use this content and the
Company may be subject to claims from its licensors. The Company currently has
no patents or patents pending and does not anticipate that patents will become
significant part of its intellectual property in the future. The Company enters
into confidentiality agreements with its employees and independent consultants
and has instituted procedures to control access to and distribution of its
technology, documentation and other proprietary information and the proprietary
information of others from whom it licenses content. The steps the Company takes
to protect its proprietary rights may not be adequate and third parties may
infringe or misappropriate the Company's 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 the
Company. 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

The Company's corporate offices are composed of one floor of leased space
located in the center of Vancouver's business community. The Company also leases
sites in New York, San Francisco, and Toronto. The Company's facilities are
fully used for current operations.

City             Monthly Payment     Lease       Expiry Date
-------------    ---------------    -------      ---------------
Vancouver         CDN $19,969       7 years      June -- 2006
New York               $8,154       7 years      August -- 2006
Toronto            CDN $4,204       3 years      July -- 2002
San Francisco          $4,276       3 years      January -- 2002

EQUIPMENT

The Company has made a significant investment in servers and computer equipment
required for its website and has dedicated staff assigned to maintenance and
support of these operations.

Item 3. Legal Proceedings

We filed a statement of claim in the Supreme Court of British Columbia on
January 3, 2001, against Pacific Capital Markets Inc., James King, Rick Jeffs,
and Heidi Hirst. We are suing Pacific Capital Markets Inc. for $351,180 due to
us under a sales contract we signed with them on September 20, 2000. We are
suing the individuals named above, who are managers of Pacific Capital Markets
Inc., for general damages for misrepresentation. We are seeking payment of the
$351,180 owing, plus interest, damages, costs and such further and other relief
as deemed suitable by the court.

On January 12, 2001, Pacific Capital Markets Inc., James King, Rick Jeffs, and
Heidi Hirst filed a Statement of Defence and Counterclaim. At the time of this
filing, no settlement conferences have been held and no court date has been set.



                                       7
<PAGE>


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

The Company held its Annual General Meeting on November 10, 2000. At this
meeting, the Board of Directors was re-elected with no changes, comprising
Marcus New, Chairman, Les Landes, Craig Faulkner, Lee deBoer, and David Caddey.
Ernst & Young LLP were re-appointed as the Company's auditors for the 2000
fiscal year, and approval was granted for the 2000 Stock Option Plan, whereby
the Company was authorized to grant up to 500,000 Stock Options under terms
substantially the same as its 1999 Stock Option Plan.

A summary of the votes cast and results of voting is as follows:

<TABLE>
<CAPTION>
Issue to be voted upon                      Votes For          Votes Against    Abstentions
-------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>              <C>
Election of Marcus New to Board             4,372,632                  0             500
Election of Craig Faulkner to Board         4,372,632                  0             500
Election of Les Landes to Board             4,371,632                  0           1,500
Election of Lee deBoer to Board             4,371,632                  0           1,500
Election of David Caddey to Board           4,372,632                  0             500
Appoint Ernst & Young as Auditors           4,372,532                  0             600
Approve 2000 Stock Option Plan              4,305,432             62,600           5,100
Authority to vote on other issues           4,311,132             59,900           2,100
-------------------------------------------------------------------------------------------
Total votes cast                            4,373,132 of 8,411,935
===========================================================================================
</TABLE>

PART II

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

Our common stock has been quoted for trading on the OTC BB since March 17, 1999.
Accordingly, there has been a limited public market for the Company's common
stock. The following table sets forth high and low bid prices for the common
stock for the quarterly periods ending March 31, 1999 through to December 31,
2000 and the partial quarter from January 1, 2001 to March 16, 2001. These
prices represent quotations between dealers without adjustment for retail
markup, markdown or commission and may or may not represent actual transactions.

Quarter Ending:                High                Low               Volume
----------------------------------------------------------------------------
March 31, 1999               $ 10.250            $ 6.000           3,339,000
June 30, 1999                $  9.000            $ 3.125           4,859,200
September 30, 1999           $  5.000            $ 2.125           3,297,500
December 31, 1999            $  3.625            $ 1.312           1,927,700
March 31, 2000               $  5.031            $ 1.562           2,623,600
June 30, 2000                $  3.500            $ 0.760           1,732,700
September 30, 2000           $  2.813            $ 0.875           4,983,800
December 31, 2000            $  1.938            $ 0.563           1,120,500
March 16, 2001               $  1.000            $ 0.438             843,300

On March 16, 2001, the Company had 32 registered shareholders owning 8,535,184
shares.

Stockgroup has not declared, and does not foresee declaring, any dividends now
or into the foreseeable future.

The Company has authorized and reserved, as of March 16, 2001, an aggregate of
13,315,432 shares of common stock for issuance upon the conversion of notes,
debentures and warrants and upon the exercise of non-qualified stock options.



                                       8
<PAGE>


Item 6.  Management's Discussion and Analysis of Results of Operations and
Financial Condition

RESULTS OF OPERATIONS - FOR THE YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31,
1999

In the year 2000 the Company leveraged its expertise in the Business to Business
(B2B) Corporate Services area, and developed two new revenue streams that are a
direct result of the core competencies developed in B2B and in running its
award-winning destination website for investors, www.smallcapcenter.com. Much of
its growth was attributable to the investments in infrastructure that it made
using the equity funds raised in 1999 and 2000, and the debt financing secured
early in 2000. Although the use of these funds caused the Company to produce
deficit operations for the last two years, management now believes it has
completed the majority of the effort to consolidate its position and develop
desirable revenue streams. Stockgroup believes it is now poised to leverage its
infrastructure and expertise in 2001 and complete the transition to profitable
operations.

The consolidated financial statements included in this document are prepared in
U.S. Dollars and are prepared in accordance with accounting principles generally
accepted in the United States ("U.S. GAAP"). The comparative figures presented
in the consolidated financial statements for periods prior to the March 11, 1999
reverse acquisition are those of SRG.


                                                       Revenue and Gross Profits
--------------------------------------------------------------------------------
Total revenues in 2000 were $4.0 million compared to $1.9 million in 1999, an
increase of $2.1 million, or 110.5%. The company's historical business of B2B
Corporate Services also increased compared to last year, growing from $1.9
million in 1999 to $2.6 million in 2000, an increase of $0.6 million or 32.8%.
The other growth in revenue came from the company's two new sources of revenue,
both an outgrowth of the B2B business. ASP Financial Tools and Services
accounted for $87,728 of the increase in 2000, while Enterprise Financial
Website Development accounted for the remaining $1.4 million.

Gross profits in 2000 were $2.2 million compared to $0.7 million in 1999, an
increase of $1.5 million, or 214.3%. Gross profits were able to grow faster than
sales because increases in revenue were not dependent on matching increases in
costs, most notably labor costs. This scalability is a result of two main
factors. Stockgroup completed the major effort of building
www.smallcapcenter.com in 1999, allowing it to re-allocate those resources to
new ASP Financial Tools and Services and Enterprise revenue sources. Also, the
fact that all three revenue streams have compatible requirements in terms of
programming, design, administration, and management allows the Company to avoid
excess capacity and derive the maximum benefit from investments in staff and
assets such as computer hardware and software.

Stockgroup believes revenues from the B2B market will continue to grow in 2001.
Not only does the Company continue to add tools and content to improve its
product offering, it is also continuously finding new ways to leverage its
successful website. Stockgroup's business development department is always on
the lookout for strategic opportunities, prime examples being the startup of the
Company's ASP business in November, a special Oil and Gas supplement launched in
March 2001, and the Integrat-IR, an automated Internet disclosure tool launched
in March 2001 that helps public companies comply with SEC Internet continuous
disclosure requirements. Stockgroup will continue to complement the growing
popularity of its B2B products by entering new strategic areas.

While the revenue from ASP Financial Tools and Services represents less than 2%
of sales in 2000, it is a growing source of revenue that is expected to become a
significant line of business in 2001. Stockgroup started providing tools and
content to other companies' websites and intranets late in November 2000, using
direct and channel sales through internet syndicators. Each customer the Company
secures typically signs a twelve-month contract in addition to the start-up
fees, providing an on-going revenue stream that is continuously building. At
December 31, 2000, the Company had signed contracts worth over $0.5 million in
future revenues. The Company's ASP Financial Tools and Content market and



                                       9
<PAGE>


its Business to Business Corporate Services market both benefit from continuous
recurring revenues derived from a common technology base.

Enterprise Financial Website Development was also a new area this year.
Stockgroup started the year with its Asian product, AsiaXIS.com, and ended the
year working on its latest product, OnMark. These two major projects, along with
several minor ones, helped establish this area as a significant revenue source
for the Company in 2000. Stockgroup was able to capitalize on opportunities in
this area because of the expertise it developed in building and maintaining its
own destination website. The Company plans to pursue further business
opportunities in this area, as it is highly compatible with the skills and
competencies developed in building and maintaining revenues in the B2B and ASP
areas.


                                                              Operating Expenses
--------------------------------------------------------------------------------
Total operating expenses in 2000 were $7.8 million compared to $5.1 million in
1999, an increase of $2.7 million or 52.9%. Of this amount, over $0.6 million
was from non-cash expenses as described below, as well as $1.08 million of
unusual expenses. Much of the increase in operating expenses occurred in the
first half of 2000, as Stockgroup continued to build infrastructure and develop
revenue streams. During the third quarter, the Company undertook an effort to
achieve the most cost-efficient structure possible, in order to benefit from the
infrastructure and revenue gains it had realized but to also start moving toward
profitability. Stockgroup was able to make significant reductions in most areas
of expenditures during the last half of the year, without reducing its ability
to earn revenues. Stockgroup will continue to keep expenses as low as possible
as it grows its revenues in an effort to achieve profitable operations in 2001.

Sales and Marketing expenses were $2.7 million in 2000 compared to $2.5 million
in 1999, an increase of $0.2 million or 10.8%. This increase was primarily the
result of the addition of a Vice President of Sales during the first half of the
year and the strategy of significantly increased staffing and geographic
expansion into offices in Alberta, Ontario, New York, California, and Texas.
Late in the third quarter the company re-evaluated this strategy and concluded
that it would be beneficial to change the strategy from the standpoint of
increasing revenue and reducing costs, by using fewer, more competent resources
concentrated in fewer markets, thus achieving increased effectiveness and
economies. Stockgroup expects these reductions to have a continuing beneficial
effect on costs in this area in 2001.

Product Development expenses in 2000 were $0.8 million compared to $0.4 million
in 1999, an increase of $0.4 million or 104.6%. The increases in this area were
a result of over $450,000 in expenses relating to the Company's expansion into
Europe in the spring of 2000, which was discontinued due to adverse financial
market conditions.

General and Administrative expenses in 2000 were $4.2 million compared to $2.2
million in 1999, an increase of $2.0 million, or 90.9%. Major non-cash elements
of this area totaled over $0.6 million and included $243,500 of non-cash
investor relations expenses that were paid in stock, over $140,000 of
stock-based compensation expenses, and $204,000 in amortization expenses. Also
included was bad debts expense of $631,000 relating to collection of large
receivables from two customers, $351,000 of which the Company believes is likely
to be collectible pending the outcome of litigation. Other significant expenses
included rent and office expenses on North American offices, legal and
accounting expenses relating to public company status, and general increases in
administrative staff and associated costs to keep pace with the growth in sales.
Many of these costs have been reduced in the last five months of 2000, and
management expects the effect of these reductions to carry forward into 2001.



                                       10
<PAGE>


                                         Other Income (Expense) and Income Taxes
--------------------------------------------------------------------------------
Interest income in 2000 was $85,138 compared to $123,260 in 1999, a reduction of
$38,122 or 30.9%. Interest is earned on short term investments of available
cash, and primarily occurred in the first half of the year.

Interest expense was $3.9 million in 2000 compared to $15,610 in 1999, an
increase of $3.9 million. Of this amount, only $163,000 was actually paid in
cash; a further $132,000 is the actual amount that has accrued and will be
payable in cash or shares upon redemption or conversion of the balance of the
outstanding convertible notes. The remaining $3.6 million in interest expense is
deemed interest recorded as a result of the particular nature of the $3.0
million convertible notes' conversion formula which entitles the holder to an
in-the-money conversion rate. Due to the variable nature of the conversion
feature, the effective interest will continuously be re-measured as the
Company's stock price changes, until conversion, redemption, or maturity of the
notes.

Due to its net loss position, the Company did not incur tax in 2000. At present
Stockgroup has tax loss carry forwards of $6,718,000 in Canada which expire in
2006 and 2007, and tax loss carry forwards of $2,306,000 in the U.S. which
expire in 2019 and 2020.


                                                                      Net Income
--------------------------------------------------------------------------------
The net loss for 2000 was $8.3 million compared to a loss of $4.2 million in
1999, an increase in losses of $4.1 million or 96.4%. This increase in losses
can be entirely attributed to unusual or non-cash items totaling $4.2 million as
described above: the $3.6 million deemed interest on the convertible notes, and
the $631,000 bad debt expense on two customers. The extraordinary gain on note
redemption was recorded in accordance with the appropriate accounting
principles. The portion of the operating loss experienced in 2000 that was not
attributable to non-cash items was primarily due to continuation of
infrastructure and revenue building activities commenced in 1999, the majority
of which were completed by the end of the third quarter of 2000. Allowing for
the effect of non-cash and unusual items previously discussed above, management
believes profitability is within reach in 2001.


RESULTS OF OPERATIONS - FOR THE YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31,
1998

1999 was the most significant period of growth and development in our history.
During the year, the Company expanded the scope of its news division by hiring
10 journalistic professionals, including our Editor in Chief, David Andelman.
During 1999 we also expanded our productive capacity and developed and launched
www.smallcapcenter.com, our state of the art website dedicated to serving the
needs of small cap investors. This project required a significant investment of
resources and, along with other initiatives, resulted in the addition of 31 new
staff to our programming and design teams. The launch of www.smallcapcenter.com
also included the creation of our advertising image based on the slogan `Where
to find the next big thing'. The accompanying ad campaign included commercials
on media such as CNBC and print ads in The Wall Street Journal, U.S. News and
World Report and other major publications.

During 1999, we also expanded our news bureau/sales office branch network
through the addition of offices in San Francisco and New York. Supporting
financing for our strategic plan was raised through private placements of an
aggregate cash proceeds of $5.4 million which were completed after the Company
went public in March.

With respect to the performance of the predecessor company in 1998 and 1999,
prior to its acquisition on March 11, 1999 of Stock Research Group, I-Tech
Holdings Group, Inc. had achieved minimal success in the implementation of its
marketing plan and the operation of its business, the design of websites.



                                       11
<PAGE>


                                                                         Revenue
--------------------------------------------------------------------------------
1999 was a year of record revenue for Stockgroup.com. During the year ended
December 31, 1999, we generated revenues of $1,920,052 versus $857,591 for the
year ended December 31, 1998. This represents a 123% increase in year over year
revenue.

Revenues in 1999 and 1998 were all Business to Business Corporate Services. A
substantial part of growth in revenues was due to an increase in Advertising and
Media Services sales, which saw year over year growth of 393%. Website Design
and Development also saw gains, with an increase of 61% and Website Maintenance
and Marketing saw a marginal decrease of (12)%. Over the course of 1999 growth
in Website services overall was impacted by resources applied to the development
of our new enterprise financial news media Website www.smallcapcenter.com.


                                                              Operating Expenses
--------------------------------------------------------------------------------
The development and launch of www.smallcapcenter.com had a major bearing on the
operating expenses incurred by Stockgroup.com during 1999. Cost of Revenues,
which include items such as data feed costs, Internet connectivity costs, some
of the costs of our Design team and third party advertising costs for
advertising purchased on behalf of clients, increased from $172,343 in 1998 to
$1,208,033 in 1999 representing and increase of 601%. These costs are required
to maintain the infrastructure which support the delivery of financial
information services on the Internet.

Sales and Marketing costs also saw significant increases primarily as a function
of advertising purchases related to the launch of www.smallcapcenter.com and
went from $265,840 in 1998 to $2,454,473 in 1999, an increase of 823%. Funds
expended for advertising have provided us with reach to viewers and are expected
to continue to provide value over the longer term. In 1998 we had not yet
undertaken significant initiatives with respect to Sales and Marketing and our
expenses were largely related to our commissioned sales staff.

Product Development costs, which consist of salaries for programmers and Design
staff seconded to the development of www.smallcapcenter.com increased from
$117,453 in 1998 to $415,108 in 1999, an increase of 253%.

General and Administrative costs also saw a large relative increase from
$443,201 in 1998 to $2,193,582 in 1999, or 395%. Notable expenses in this area
came as a result of the addition of two new offices, the moving of head office
to larger premises, amortization of imputed expenses for employee stock options,
increased salaries and wages for new management and executive staff, and
increased legal and accounting fees and one-time consulting fee charges related
to our launch as a public company.


                                                   Other Income and Income Taxes
--------------------------------------------------------------------------------
We earned Interest and other income of $124,221 in 1999 primarily on investment
of our cash resources. Due to our net loss position, we did not incur tax in
1999.

                                                                      Net Income
--------------------------------------------------------------------------------
During 1999 we incurred a net loss of $(4,242,533) versus a net loss of
$(149,289) in 1998. The loss incurred in 1999 was the result of our strategic
investment in the development of our enterprise financial website and supporting
advertising program, the addition of significant development capacity in our
programming and design teams and the initial investment in our editorial
operations.

The most significant component of investment in 1999 was www.smallcapcenter.com
which was launched on October 5, 1999.



                                       12
<PAGE>


                                                             Financial Condition
--------------------------------------------------------------------------------
Stockgroup ended 2000 with a cash and cash equivalents balance of $338,448. The
Company has set a corporate goal of achieving positive cash flow and profitable
operations in 2001. Although the Company expects to achieve this without further
need for financing, it may require such financing before it is able to achieve
this goal. Additionally, it will still pursue financing in order to grow the
business to the greatest possible extent. In 1999 Stockgroup ended the year with
cash and cash equivalents of $1,658,822.

Stockgroup expects that increasing revenues resulting from current operations,
combined with the fact that start-up costs are substantially complete, will
reduce use of cash going forward. However, there can be no assurance that
revenue will increase or that costs will be lower going forward. In addition,
cash levels may be insufficient if the Company responds to a prepayment demand
from certain of the noteholders by making a cash prepayment, rather than
electing to have the noteholders convert a portion of their convertible notes
into shares of common stock. To the extent that either of these possibilities
seriously depletes cash levels, the Company may need to seek additional capital.
If it does, there can be no assurance that it will be successful in raising a
sufficient amount of additional capital or in internally generating a sufficient
amount of capital to meet long-term requirements. If the Company is unable to
generate the required amount of additional capital, its ability to meet
obligations and to continue operations may be adversely affected.


CORPORATE DEVELOPMENTS DURING THE YEAR

--------------------------------------------------------------------------------
A synopsis of corporate highlights for 2000 is as follows:

1.   Syndication strategy launched - Early in 2000 Stockgroup began the
     implementation of its syndication strategy, signing agreements with Web
     content aggregators and distributors. The purpose of the syndication
     program is to raise the profile of smallcapcenter.com's content, to drive
     traffic to smallcapcenter.com and to generate revenues through licensing
     fees and revenue sharing agreements. Stockgroup syndicates content
     available from the public access (free) areas of smallcapcenter.com and
     some of its proprietary tools. The structure of the terms of each agreement
     and the revenue model is dependent on the size of the user base of the
     other site and the requirements of the other site. In December 2000
     Stockgroup signed a channel agreement with a major internet syndication
     company that distributes tools and content through its website.

2.   In March of 2000 Stockgroup completed a placement of $3,000,000 in
     convertible notes and warrants as described in Note 7 to the December 31,
     2000 balance sheet below.

3.   June 5 2000 - Stockgroup and Cybersurf Corporation partnered to develop a
     financial channel for the 3Web Network, Cybersurf's free Internet portal.
     This channel is now accessible on the 3Web Network. Cybersurf is the second
     largest ISP in Canada, with over 350,000 users.

4.   In July of 2000 Stockgroup enhanced its award winning smallcapcenter.com
     website. With a brand new look and a wide array of sophisticated tools for
     investors and public companies, Stockgroup strengthened its community and
     improved its base of tools and content available for syndication.

5.   August 8 2000 - Stockgroup and AvantGo Team to Deliver the
     Smallcapcenter.com Channel to Investors' Handheld Devices. In an agreement
     with AvantGo, Inc., a mobile Internet company, Stockgroup agreed to deliver
     a small cap stock information channel for handheld and wireless devices.
     The AvantGo mobile Internet service will make Stockgroup's content
     available for download at www.avantgo.com onto AvantGo's more than 700,000
     registered users' Palm OS and Windows CE devices and Internet-enabled
     phones.

6.   Private placement during the third quarter of 2000 - Stockgroup completed a
     private placement totaling $0.435 million through the issuance of 116,935
     shares of common stock



                                       13
<PAGE>


     at $3.72 per share.  These  shares are deemed  "restricted  shares" as that
     term is defined under U.S. securities laws Regulation "S" of the 1933 Act.

7.   October 23, 2000 - Stockgroup launches free real-time quotes and
     interactive charts to users of its small cap financial super site,
     www.smallcapcenter.com and as an additional feature for its ASP
     applications and financial tool offerings to companies. The quotes,
     accessible free of charge and in real-time, include all major US exchanges.
     The real-time quotes can be tracked by symbol or within a portfolio. In
     addition to the Company's real-time quote product, Stockgroup has also
     developed a proprietary Interactive Chart, a powerful analytical tool that
     gives investors a comprehensive snapshot of the activities for a given
     stock or index on the North American exchanges all on one screen.
     Interactive charting offers the open, close, high, low, volume and stock
     split information for a particular day available by simply dragging a mouse
     over the chart. The Interactive Chart offers users an easy way to view
     different time frames in line or candle format by simply zooming in and out
     and scrolling left and right. The chart also features various technical
     analysis features and the option of viewing multiple tickers. The free real
     time quotes and interactive charts have also been integrated into the
     content and tool offerings and ASP applications for the company's
     business-to-business clients. All Internet sites can now offer their
     customers complimentary real-time quotes, charts, interactive tools and
     content through the licensing of Stockgroup's products.

8.   November 20, 2000 - Smallcapcenter.com Posts 10,000th Story - Largest
     Smallcap News Archive on the internet. Stockgroup announced that its news
     site, smallcapcenter.com, has reached the 10,000 mark for articles and
     columns produced by its staff of journalists. The 10,000th story is by Adam
     Peeler: Damn the Lawsuits, Full Speed Ahead, Peeler writes "It appears
     there's no end to a litany of copyright infringement lawsuits against San
     Diego-based online music provider MP3.com, Inc., but the market likes the
     company anyway."

9.   November 30, 2000 - Stockgroup announced a major development project
     agreement with Onmark Group, the financial services and e-commerce company.
     Stockgroup will contribute its project management, web development and
     design services in the delivery of an Onmark Group global marketplace for
     web-based leasing, financing and documentation. This marketplace will
     enable clients to source tailored asset financing and assets online on a
     global scale in multiple currencies. Stockgroup and Onmark Group had been
     involved in ongoing projects for several months. This latest initiative as
     specified by Onmark Group includes Stockgroup's project management and web
     development and design services to deliver the front end and functionality
     of Onmark's e-leasing product. Other corporate members of the development
     team include Oracle Corporation (NASDAQ: ORCL), the world's largest
     provider of software for e-business, and Viewlocity Inc. Onmark Group's
     marketplace automates the leasing application process, routing vendor lease
     applications to the appropriate funders in real time.


DEVELOPMENTS SINCE YEAR END

1.   On January 19, 2001, Stockgroup closed a $0.5 million financing from a
     group of unaffiliated investors pursuant to a Securities Purchase
     Agreement. The funding included $0.5 million of 3% Convertible Debentures
     and 4-year warrants. The warrants were issued on a pro-rata basis, with
     each debenture-holder receiving 1 Series A warrant for each dollar of
     debentures purchased and 3 Series B warrants for each five dollars of
     debentures purchased. The debentures mature on December 31, 2003 and are
     convertible into common shares upon the earlier to occur of March 25, 2001,
     or the effective date of the registration of the shares issuable upon
     conversion of the debentures and exercise of the warrants.

     The maximum and minimum conversion prices for the debentures are $1.00 and
     $0.50 respectively, and the exercise price of the warrants is $1.00 per
     share for the Series A warrants and $2.00 per share for the Series B
     warrants. The actual conversion price of the Notes will be determined upon
     receipt of a conversion



                                       14
<PAGE>


     notice and will be the lesser of (a) the maximum conversion price, or (b)
     80% of the 2 lowest closing prices of the Company's common shares during
     the 10 trading days prior to the date of conversion, but in no case less
     than the minimum conversion price.

     The full details of this financing, including all relevant documents, were
     filed in a Form 8K on January 30, 2001 and can be viewed therein.


RISK FACTORS

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

Stockgroup's limited operating history makes it difficult for you to judge its
prospects.

Stockgroup has a limited operating history upon which an evaluation of the
Company, its current business and its prospects can be based. You should
consider any purchase of the Company's shares in light of the risks, expenses
and problems frequently encountered by all companies in the early stages of its
corporate development.

Recent revenue growth may not continue in the future.

There can be no assurance that the revenue growth experienced in recent periods
will continue or increase. Stockgroup's limited operating history makes the
prediction of future results difficult or impossible and, therefore, recent
revenue growth should not be taken as an indication of any growth that can be
expected in the future. Furthermore, the Company's limited operating history
leads it to believe that period-to-period comparisons of operating results may
not be meaningful and that the results for any period should not be relied upon
as an indication of future performance. In 1999 and in 2000, revenues included
significant sales to four customers (35% to one customer in 1999, 40% to three
customers in 2000). These customers were of a contract nature. No further
revenues will be generated from three of these customers; the fourth customer
will provide reduced revenue until March 2001. To the extent that revenues do
not grow at anticipated rates, or that the Company is unable to secure or retain
large contracts similar to those obtained in prior periods, the Company's
business, results of operations and financial condition would be materially and
adversely affected.

Stockgroup may be unable to achieve profitable operations as soon as planned.

Stockgroup has not achieved profitability in the current period and, although it
plans to achieve positive cash flow and profitability in 2001, the Company may
continue to incur net losses for the foreseeable future. The extent and duration
of these losses, if any, will depend, in part, on the amount of growth in
revenues from Business to Business Corporate Services and ASP Financial Tools
and Services. As of December 31, 2000, the Company had an accumulated deficit of
$(12,593,154). There can be no assurance that the Company will ever achieve or
sustain profitability or that operating losses will not increase in the future.

Stockgroup's success depends upon the widespread acceptance of the Internet as a
key source of information.

Traditionally, the investing public has obtained current information on public
companies from brokers, securities analysts, newspapers and magazines.
Stockgroup's business is based entirely on the premise that a significant
portion of the investing public will seek to obtain that information via the
Internet. If that does not occur, or if it occurs more slowly than expected, the
Company will be materially and adversely affected.

Liquidity and capital resources are uncertain.

Stockgroup expects that increasing revenues resulting from current operations,
combined with the fact that start-up costs are substantially complete, will
reduce use of cash going forward. However, there can be no assurance that
revenue will increase or that



                                       15
<PAGE>


costs will be lower going forward. In addition, cash levels may be insufficient
if the Company responds to a prepayment demand from certain of the noteholders
by making a cash prepayment, rather than electing to have the noteholders
convert a portion of their convertible notes into shares of common stock. To the
extent that either of these possibilities seriously depletes cash levels, the
Company may need to seek additional capital. If it does, there can be no
assurance that it will be successful in raising a sufficient amount of
additional capital or in internally generating a sufficient amount of capital to
meet long-term requirements. If the Company is unable to generate the required
amount of additional capital, its ability to meet obligations and to continue
operations may be adversely affected.

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
on the Company's Web site, which could reduce the attractiveness of the Web site
to advertisers and users. 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.

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

Stockgroup currently competes with thousands of corporate and individual Web
sites for viewers, corporate subscribers and advertisers. 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. Stockgroup can not assure you that it will
have the financial resources or the technological expertise to successfully meet
this competition.

Stockgroup is controlled by its officers, directors and entities affiliated with
them.

In the aggregate, ownership of Stockgroup shares by management represents
approximately 46% 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.

Stockgroup's future performance is dependent on the ability to retain key
personnel.

Stockgroup's performance is substantially dependent on the performance of senior
management and key technical personnel. In particular, the Company's success
depends on the continued efforts of its senior management team. The loss of the
services of any of its executive officers or other key employees could have a
material adverse effect on the Company's business, results of operations and
financial condition.

Future success also depends on the continuing ability to retain and attract
highly qualified technical, editorial and managerial personnel. The Company
anticipates that the number of employees will increase in the next 12 months.
Wages for managerial and technical employees are increasing and are expected to
continue to increase in the foreseeable future due to the competitive nature of
this job market. The Company has experienced difficulty from time to time in
attracting the personnel necessary to support the growth of its business, and
there can be no assurance that it will not experience similar difficulty in the
future. The inability to attract and retain the technical and managerial
personnel necessary to support the growth of its business could have a material
adverse effect upon the Company's business, results of operations and financial
condition.

Stockgroup may be unable to protect the intellectual property rights upon which
its business relies.



                                       16
<PAGE>


The Company regards substantial elements of its Web site and underlying
technology as proprietary and attempts 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. The Company also generally enters 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 the Company's proprietary information without authorization or to
develop similar technology independently. Moreover, effective trademark, service
mark, copyright and trade secret protection may not be available in every
country in which the Company's services are distributed or made available
through the Internet, and policing unauthorized use of proprietary information
is difficult. There can also be no assurance that the Company's business
activities will not infringe upon the proprietary rights of others, or that
other parties will not assert infringement claims against the Company, including
claims that by directly or indirectly providing hyperlink text links to Web
sites operated by third parties, Stockgroup has infringed upon the proprietary
rights of other third parties.

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 Stockgroup.

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 Stockgroup's
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.

Stockgroup may be held liable for online information or products provided by the
Company or third parties.

Because materials may be downloaded by the online or Internet services offered
by Stockgroup or the Internet access providers with which the Company has
relationships, and because third party information may be posted by third
parties on its Web site through discussion forums and otherwise there is the
potential that claims will be made against the Company 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 Stockgroup.

Even to the extent such claims do not result in liability, the Company could
incur significant costs in investigating and defending against such claims. The
imposition on the Company of potential liability for information or products
carried on or disseminated through its 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.

Stockgroup's general liability insurance may not cover all potential claims to
which it is exposed or may not be adequate to indemnify it 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 the Company's business, results of operations and financial condition.

Stockgroup's strategy to commence international operations exposes the Company
to additional risks.

A part of the Company's growth strategy is to expand into international markets.
The success of any additional foreign operations initiated in the future will be
dependent upon local service providers and/or partners. In addition to the risks
attendant to the



                                       17
<PAGE>


Company's business in the United States and Canada, Stockgroup may experience
difficulty in managing international operations as a result of the following:

     |_|  difficulty in locating effective foreign service providers and/or
          partners;
     |_|  competition;
     |_|  technical problems;
     |_|  local laws and regulations;
     |_|  language and cultural differences;
     |_|  unexpected changes in regulatory requirements;
     |_|  trade barriers;
     |_|  fluctuations in currency exchange rates;
     |_|  longer payment cycles;
     |_|  difficulty in enforcing contracts;
     |_|  political and economic instability; and
     |_|  potential adverse tax consequences.

There can be no assurance that one or more of such factors will not have a
material adverse effect on the Company's future international operations and,
consequently, on the Company's business, results of operations and financial
condition.

The value and transferability of Stockgroup's shares may be adversely impacted
by the limited trading market for its shares and the penny stock rules.

There is only a limited trading market for Stockgroup's shares. The Company's
common stock is traded in the over-the-counter market and "bid" and "asked"
quotations regularly appear on the O-T-C Bulletin Board under the symbol "SWEB".
There can be no assurance that the Company's common stock will trade at prices
at or about its present level, and an inactive or illiquid trading market may
have an adverse impact on the market price. In addition, holders of Stockgroup's
common stock may experience substantial difficulty in selling their securities
as a result of the "penny stock rules," which restrict the ability of brokers to
sell certain securities of companies whose assets or revenues fall below the
thresholds established by those rules.

Future sales of shares may adversely impact the value of Stockgroup's stock.

In addition to shares being offered by outstanding registrations, Stockgroup has
authorized and reserved, as of February 28, 2001, 2,500,000 shares of common
stock for issuance upon the exercise of non-qualified stock options. The total
amount of shares covered by outstanding registrations, plus the shares reserved
for such options, would represent 57.8% of the number of Stockgroup's
outstanding shares on the date of this filing. If required, Stockgroup 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 Stockgroup or its
stockholders could cause the market price of its common stock to decline.




                                       18
<PAGE>


Item 7.  Financial Statements and Supplementary Data

                                AUDITORS' REPORT





To the Shareholders of
Stockgroup.com Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Stockgroup.com
Holdings, Inc. as of December 31, 2000 and December 31, 1999 and the related
consolidated statements of operations, shareholders' equity (deficiency), and
cash flows for each of the three years in the period ended December 31, 2000.
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.com
Holdings, Inc. at December 31, 2000 and 1999 and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.

The accompanying financial statements have been prepared assuming that
Stockgroup.com Holdings, Inc. will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has incurred recurring operating
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.




Vancouver, Canada,
February 21, 2001.                                         Chartered Accountants



                                       19
<PAGE>


Stockgroup.com Holdings, Inc.


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


As at December 31                                      (expressed in US dollars)


<TABLE>
<CAPTION>
                                                                         2000               1999
                                                                           $                  $
-------------------------------------------------------------------------------------------------
<S>                                                                  <C>                <C>
ASSETS [note 6]
Current
Cash and cash equivalents                                              338,448          1,658,822
Accounts receivable [net of allowances for doubtful
   accounts of $471,430; 1999 - $20,786] [note 3]                      218,810            855,170
Due from shareholder [note 4]                                               --             31,973
Prepaid expenses                                                       116,127            887,223
-------------------------------------------------------------------------------------------------
Total current assets                                                   673,385          3,433,188
-------------------------------------------------------------------------------------------------
Property and equipment, net [note 5]                                   529,855            440,368
-------------------------------------------------------------------------------------------------
                                                                     1,203,240          3,873,556
=================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current
Bank indebtedness [note 6]                                              14,303             21,004
Accounts payable                                                       796,637            732,392
Accrued payroll liabilities                                            194,241            126,566
Deferred revenue                                                       181,987            230,545
Convertible notes and accrued interest [note 7]                      2,662,000                 --
-------------------------------------------------------------------------------------------------
Total current liabilities                                            3,849,168          1,110,507
-------------------------------------------------------------------------------------------------
Commitments and contingencies [note 11]

Shareholders' equity (deficiency)
Common stock, no par value [note 8]
   Authorized shares - 50,000,000
   Issued and outstanding shares - 8,467,676 in 2000                 7,344,483          6,761,483
     and 8,195,000 in 1999
Additional paid-in capital                                           2,602,743            261,277
Accumulated deficit                                                (12,593,154)        (4,259,711)
-------------------------------------------------------------------------------------------------
Total shareholders' equity (deficiency)                             (2,645,928)         2,763,049
-------------------------------------------------------------------------------------------------
                                                                     1,203,240          3,873,556
=================================================================================================
</TABLE>

See accompanying notes



                                       20
<PAGE>


Stockgroup.com Holdings, Inc.


                      CONSOLIDATED STATEMENTS OF OPERATIONS
           [See Note 1 - Nature of Business and Basis of Presentation]


Year ended December 31                                 (expressed in US dollars)


<TABLE>
<CAPTION>
                                                       2000              1999               1998
                                                        $                  $                  $
-------------------------------------------------------------------------------------------------
<S>            <C>                                 <C>               <C>                  <C>
REVENUE
Revenues [note 9]                                  4,037,608         1,920,052            857,591
Cost of revenues                                   1,800,810         1,208,033            172,343
-------------------------------------------------------------------------------------------------
Gross profit                                       2,236,798           712,019            685,248
-------------------------------------------------------------------------------------------------

EXPENSES
Sales and marketing                                2,718,992         2,454,473            265,840
Product and website development                      849,335           415,108            117,453
General and administrative                         4,220,455         2,193,582            443,201
-------------------------------------------------------------------------------------------------
                                                   7,788,782         5,063,163            826,494
-------------------------------------------------------------------------------------------------
Loss from operations                              (5,551,984)       (4,351,144)          (141,246)
Interest income                                       85,138           123,260                 --
Interest expense [notes 6 and 7]                  (3,910,517)          (15,610)                --
Other income (expense)                                (4,453)              961            (42,845)
-------------------------------------------------------------------------------------------------
Loss before income taxes and
   extraordinary items                            (9,381,816)       (4,242,533)          (184,091)
Income tax provision (recovery) [note 10]                 --                --            (34,802)
-------------------------------------------------------------------------------------------------
Loss before extraordinary items                   (9,381,816)       (4,242,533)          (149,289)
Extraordinary gain on convertible note
   redemptions [note 7]                            1,048,373                --                 --
-------------------------------------------------------------------------------------------------
Net loss                                          (8,333,443)       (4,242,533)          (149,289)
=================================================================================================

Earnings (loss) per share [note 8[e]]
Basic and diluted loss per share
   before extraordinary items                         (1.13)            (0.60)             (0.04)
Basic and diluted loss per share                      (1.01)            (0.60)             (0.04)
=================================================================================================
</TABLE>

See accompanying notes



                                       21
<PAGE>


Stockgroup.com Holdings, Inc.


          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)
           [See Note 1 - Nature of Business and Basis of Presentation]


Year ended December 31                                 (expressed in US dollars)


<TABLE>
<CAPTION>
                                                                                                        Retained           Total
                                                                                         Additional      earnings      shareholders'
                                                                                           paid-in     (accumulated       equity
                                                        Common stock     Common stock      capital       deficit)       (deficiency)
[note 8]                                                 # of shares           $              $              $               $
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>               <C>          <C>              <C>
Balance at December 31, 1997                             3,660,000              97              --         132,111          132,208
Net loss                                                        --              --              --        (149,289)        (149,289)
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                             3,660,000              97              --         (17,178)         (17,081)
Issuance of common stock pursuant to private placement     240,000         402,451              --              --          402,451
Deemed issuance of common stock pursuant to
   reverse acquisition                                   3,120,000             672              --              --              672
Issuance of common stock pursuant to a consulting
   agreement                                                75,000         450,000              --              --          450,000
Issuance of common stock pursuant to private
   placements, net of share issue costs of $167,737        900,000       5,232,263              --              --        5,232,263
Issuance of common stock pursuant to an advertising
   agreement                                               200,000         676,000              --              --          676,000
Stock based compensation                                        --              --         261,277              --          261,277
Net loss                                                        --              --              --      (4,242,533)      (4,242,533)
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                             8,195,000       6,761,483         261,277      (4,259,711)       2,763,049
Issuance of common stock pursuant to private placement     116,935         435,000              --              --          435,000
Issuance of common stock and warrants pursuant to
   a consulting agreement                                  100,000         162,500          81,000              --          243,500
Fair value of detachable warrants pursuant to
   convertible note private placement, net of
   financing costs                                              --              --         455,546              --          455,546
Intrinsic value of beneficial conversion feature
   pursuant to convertible note private placement               --              --       2,751,061              --        2,751,061
Repurchase of beneficial conversion feature on partial
   redemption of outstanding convertible notes                  --              --      (1,089,166)             --       (1,089,166)
Issuance of common stock on partial conversion of
   outstanding convertible notes                            67,741          57,500              --              --           57,500
Cancellation of common stock                               (12,000)        (72,000)             --              --          (72,000)
Stock based compensation                                        --              --         143,025              --          143,025
Net loss                                                        --              --              --      (8,333,443)      (8,333,443)
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000                             8,467,676       7,344,483       2,602,743     (12,593,154)      (2,645,928)
====================================================================================================================================
</TABLE>

See accompanying notes



                                       22
<PAGE>


Stockgroup.com Holdings, Inc.


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           [See Note 1 - Nature of Business and Basis of Presentation]


Year ended December 31                                 (expressed in US dollars)


<TABLE>
<CAPTION>
                                                       2000              1999               1998
                                                        $                  $                  $
--------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>                  <C>
OPERATING ACTIVITIES
Net loss                                          (8,333,443)       (4,242,533)          (149,289)
Add (deduct) non-cash items
   Amortization                                      203,961            85,601             19,459
   Amortization of deferred debt financing costs     244,763                --                 --
   Effective interest on convertible notes         3,633,062                --                 --
   Extraordinary gain on redemption of
     convertible notes                            (1,048,373)               --                 --
   Bad debt expense                                  730,643           (39,352)            44,715
   Consulting services received for common stock
     and equivalents                                 243,500           450,000                 --
   Advertising services received for common stock         --           676,000                 --
   Stock based compensation                          143,025           261,277                 --
--------------------------------------------------------------------------------------------------
                                                  (4,182,862)       (2,809,007)           (85,115)
Net changes in non-cash working capital
   Accounts receivable                              (166,284)         (717,000)           (19,539)
   Prepaid expenses                                  771,096          (848,218)            (2,312)
   Accounts payable                                   51,633           678,080             43,144
   Accrued payroll liabilities                        67,675           110,729            (10,524)
   Income taxes payable                                   --                --               (199)
   Deferred revenue                                  (48,558)          188,843            (39,993)
--------------------------------------------------------------------------------------------------
Cash used in operating activities                 (3,507,300)       (3,396,573)          (114,540)
--------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Net proceeds from issuance of common stock           435,000         5,634,714                 --
Net proceeds from issuance of convertible notes
   and warrants                                    2,870,000                --                 --
Repayments of convertible notes                     (862,500)               --                 --
(Repayments) proceeds on bank indebtedness, net       (6,701)          (80,073)            75,825
Repayments on long-term debt                              --            (8,260)           (17,105)
(Repayments to) advances from shareholders, net       31,973           (26,009)             6,010
Advances from related company                             --                --             39,186
--------------------------------------------------------------------------------------------------
Cash provided by financing activities              2,467,772         5,520,372            103,916
--------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of property and equipment                  (280,846)         (468,249)           (21,092)
Net cash acquired in reverse acquisition                  --             3,272                 --
--------------------------------------------------------------------------------------------------
Cash used in investing activities                   (280,846)         (464,977)           (21,092)
--------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents  (1,320,374)        1,658,822            (31,716)
Cash and cash equivalents, beginning of year       1,658,822                --             31,716
--------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year               338,448         1,658,822                 --
==================================================================================================

Supplemental disclosure of cash flow information
Interest paid                                         33,000            10,500              4,100
Income taxes paid                                         --                --                 --
--------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes



                                       23
<PAGE>


1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

[a]  Nature of business and continuing entity

Stockgroup.com Holdings, Inc. ("Stockgroup.com") is an internet based media and
technology company that provides business to business (B2B) corporate services
(including advertising and media services), application service provider (ASP)
financial tools and content solutions, and enterprise financial website
development services. Stockgroup.com was incorporated under the laws of Colorado
on December 6, 1994 under the former name of I-Tech Holdings Group, Inc.
("I-Tech"), a United States non-operating company registered on the NASD OTC
Bulletin Board.

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 an operating loss of $5,551,984 for the year ended
December 31, 2000 [1999 - $4,351,144; 1998 - $141,246], and had a working
capital deficiency of $3,175,783 as at December 31, 2000. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management has been able, thus far, to finance the losses, as well as the growth
of the business, through a series of equity and convertible note private
placements. Management expects that increasing revenues resulting from current
operations, combined with the fact that start-up costs are substantially
complete, will allow the Company to achieve profitable operations and positive
cash flows in 2001. Although the Company expects to achieve this without further
need for financing, the Company is continuing to seek other sources of financing
in order to grow the business to the greatest possible extent. There are no
assurances that the Company will be successful in achieving its goals.

In view of these conditions, the ability of the Company to continue as a going
concern is uncertain and dependent upon achieving a profitable level of
operations and, 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.

These financial statements are issued under the name of Stockgroup.com but are a
continuation of the financial statements of Stock Research Group Inc. ("SRG"), a
British Columbia corporation which was incorporated on May 4, 1995. On March 11,
1999, pursuant to a reverse acquisition, SRG acquired the net assets of I-Tech.



                                       24
<PAGE>


1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (cont'd.)

[b]  Reverse acquisition of Stockgroup.com

Pursuant to a share exchange agreement dated March 11, 1999, the shareholders of
SRG sold their 100% interest in SRG to Stockgroup.com in consideration for
3,900,000 shares of Stockgroup.com which represented a controlling interest of
approximately 56% of Stockgroup.com. This transaction is considered a
recapitalization of SRG and an acquisition of Stockgroup.com (the accounting
subsidiary/legal parent) by SRG (the accounting parent/legal subsidiary).
Accordingly, the transaction has been accounted for as a purchase of the net
assets of Stockgroup.com by SRG in these consolidated financial statements.

In these consolidated financial statements, SRG's assets and liabilities are
included at their historical carrying amounts. Operating results to March 11,
1999 are those of SRG. For purposes of the acquisition, the fair value of the
net monetary assets of Stockgroup.com of $672 was ascribed to the 3,120,000
previously outstanding common shares of Stockgroup.com deemed to be issued in
the acquisition as follows:

                                                                       $
--------------------------------------------------------------------------------

Net assets acquired
   Cash                                                              3,272
   Accounts payable                                                  2,600
--------------------------------------------------------------------------------
                                                                       672
Deemed consideration
   3,120,000 shares of Stockgroup.com                                  672
================================================================================


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The consolidated financial statements include the accounts of Stockgroup.com
Holdings, Inc. (the "Company") and its wholly owned subsidiaries, Stockgroup.com
Media Inc. (British Columbia, Canada) (formerly Stock Research Group Inc.),
Stockgroup.com, Ltd. (Nevada, United States) and 579818 B.C. Ltd. (British
Columbia, Canada). All significant intercompany accounts and transactions have
been eliminated.





                                       25
<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)

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 three primary sources; business to
business corporate services, application service provider financial tools and
content solutions, and enterprise financial website development.

Business to business corporate services consists of small-scale web site
development and maintenance, media services, monthly marketing and maintenance
programs, broadcast services 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 media
services, monthly marketing and maintenance programs, broadcast services and
online advertising are recognized ratably over the contract life as the revenue
is earned. Most of these services require an advance payment which is
appropriately recorded as deferred revenue until the services have been
provided.

Application service provider financial tools and content solutions 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 life, which
is typically twelve months, as the revenue is earned.

Enterprise financial website development consists of large scale, longer-term
technology development, data aggregation, system design and development and
project management services. Revenue from fixed price long term contracts is
recognized on the percentage of completion method of contract accounting based
on the ratio of actual costs incurred to total estimated contract costs.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined.






                                       26
<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)

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 principally of cash and cash
equivalents, accounts receivable, due from shareholder, bank indebtedness,
accounts payable and convertible notes. The carrying values of all financial
instruments approximate fair value due to their short-term maturities.

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.

Deferred finance costs

Finance costs associated with the issuance of convertible notes are deferred and
amortized over the term of the notes to earliest conversion. At December 31,
2000, all finance costs have been amortized and included as interest expense in
the statement of operations.






                                       27
<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)

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 software                                 2 years
     Office furniture and equipment                    5 years
     Leasehold improvements                            Term of the lease

The Company changed its amortization policy in 2000 from the declining balance
method to the straight line method. The cumulative effect of this change in
accounting policy is not significant to the financial statements.

Product development costs

Product development costs are expensed until the technological feasibility of
the product has been established. After technological feasibility is established
and until the product is available for general release, software development,
product enhancements and acquisition costs are capitalized. For all periods
presented, product development costs have been expensed in the period incurred
as the criteria eligible for capitalization have not been met.

Website development costs

Commencing July 1, 2000 the Company accounts for Website development costs in
accordance with the FASB Emerging Issues Task Force ("EITF") 00-2, Accounting
for Website Development Costs. EITF 00-2 requires all costs related to the
development of websites other than those incurred during the application
development stage to be 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. The Company has adopted EITF 00-2
prospectively from July 1, 2000. Prior to July 1, 2000 Website development costs
were expensed as incurred. Substantially all of the Company's website
development costs since July 1, 2000 are for ongoing operating and maintenance
costs and have been expensed in the period incurred.







                                       28
<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)

Advertising costs

Advertising costs are expensed in the period incurred and are included as a
component of sales and marketing expenses. Advertising expense for the years
ended December 31, 2000, 1999 and 1998 was $1,112,000, $1,670,000 and $23,000
respectively.

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.

Comprehensive income

Comprehensive income includes all changes in equity except those resulting from
investments by owners and distributions by owners. For the years ended
December 31, 2000, 1999 and 1998, comprehensive income comprises only net
income.








                                       29
<PAGE>


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd.)

Comparative figures

Certain amounts in the 1999 consolidated financial statements have been
reclassified to conform to the 2000 presentation.

Recent accounting pronouncements

FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities", ("SFAS No. 133"), as amended by SFAS 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133", and SFAS 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities", is effective for the Company as of
January 1, 2001. SFAS 133, as amended, requires that an entity recognize all
derivatives as either assets or liabilities measured at fair value. The
accounting for changes in the fair value of a derivative depends on the use of
the derivative. The Company does not expect the adoption of these accounting
pronouncements to have a material effect on its financial position or results of
operations, except as discussed below.

The Emerging Issues Task Force has released EITF 00-19, Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock ("EITF 00-19"). EITF 00-19 is effective for derivative
instruments entered into or outstanding at June 30, 2001, and will be applicable
to the Company's callable warrants then outstanding (note 7). The number of
shares issuable in the event of exercise of the callable warrants is not subject
to an explicit limit. Accordingly, the callable warrants will be considered a
liability to be recorded at fair value, commencing June 30, 2001, and will be
marked to market in accordance with SFAS 133 thereafter. At December 31, 2000
the callable warrants have been presented as additional paid in capital in these
financial statements. At December 31, 2000 the company has sufficient authorized
share capital assuming a limit to the number of shares issuable equal to the
number of shares that would have been required to settle the warrants on
September 30, 2000, in accordance with the transition provisions of EITF 00-19.








                                       30
<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.

Amounts owing from two customers represented 31% and 11% respectively of the
total accounts receivable balance in 2000. An amount owing of $575,000 from one
customer represented 67% of the total accounts receivable balance in 1999. No
other customers represented greater than 10% of the total balance in any other
year.


4. DUE FROM SHAREHOLDER

At December 31, 1999, the amounts due from shareholder consisted of $12,850 in
short-term advances and a $19,123 non-interest bearing loan. The loans and
advances were repaid in full in 2000.


5. PROPERTY AND EQUIPMENT

                                                    Accumulated         Net book
                                    Cost           amortization           value
                                      $                  $                  $
--------------------------------------------------------------------------------

2000
Computer equipment                  524,636           189,970            334,666
Computer software                   107,138            65,700             41,438
Office furniture and equipment      182,181            58,680            123,501
Leasehold improvements               42,310            12,060             30,250
--------------------------------------------------------------------------------
                                    856,265           326,410            529,855
================================================================================

1999
Computer equipment                  360,552            85,571            274,981
Computer software                    24,074            12,037             12,037
Office furniture and equipment      146,595            21,608            124,987
Leasehold improvements               31,596             3,233             28,363
--------------------------------------------------------------------------------
                                    562,817           122,449            440,368
================================================================================








                                       31
<PAGE>


6. BANK INDEBTEDNESS

Bank indebtedness consists of a demand loan which bears interest at prime plus
1%, is repayable in blended monthly principal and interest payments of $635, and
is due December 31, 2002. Interest expense for the years ended December 31,
2000, 1999 and 1998 was $1,300, $1,800 and $1,800 respectively.

The Company also has an approved demand operating line of credit of $100,000
bearing interest at prime plus 1/4%. Interest expense for the years ended
December 31, 2000, 1999 and 1998 was $8,600, $8,400 and $1,300 respectively.

The demand loan and the operating line of credit are collateralized by a general
security agreement on all assets of the Company. The weighted average effective
prime rate for 2000 was 7.23% [1999 - 6.44%; 1998 - 6.60%].


7. CONVERTIBLE NOTES

On April 3, 2000, the Company entered into a Convertible Note Purchase Agreement
with two unaffiliated investors to issue unsecured 8% Convertible Notes
("notes") and 5-year Callable Warrants ("warrants") for gross proceeds of $3
million.

The notes mature on March 31, 2002 and are convertible into common shares only
after July 31, 2000. The notes may only be converted if the Company does not
make payment on a lender's prepayment request, or if the Company seeks to prepay
the notes. The initial conversion price for the notes is $3.72. Prepayments on
the notes are subject to a tiered prepayment schedule that increases as the
number of days between the closing date and the prepayment date increases, being
105%, 110%, and 115% of principal from days 1-60, 61-120, and after 120 days,
respectively. Interest accrues on the notes at the rate of 8% per annum, and is
payable on each conversion date and at maturity. Interest may be paid in the
form of cash or registered stock, at the Company's option. The lenders have the
right to put back to the Company up to 25% of the unconverted amount of the
notes during any 30-day period after July 31, 2000. Upon the lenders' exercise
of such right, the Company has the option of prepaying the portion of the notes
sought to be converted, such prepayment to be in accordance with the tiered
prepayment schedule set forth above. If the Company does not make such a
prepayment within 10 days after its receipt of a "put" notice, the conversion
rate of the notes and any accrued interest changes to the lesser of (a) the
initial conversion price, and (b) 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.








                                       32
<PAGE>


7. CONVERTIBLE NOTES (cont'd.)

In the event the notes are not prepaid or converted prior to March 21, 2002,
they will automatically convert on maturity to common shares at the lesser of
(a) the initial conversion price, and (b) 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 maturity.

The warrants permit the holders to acquire up to 181,818 common shares at an
exercise price of $3.30 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 $6.51 for any 20 consecutive
trading days after the effective date of the registration statement, provided
that the holders have the right to exercise the warrants within 30 days after
their receipt of such a call.

The exercise price of the warrants is adjusted upon the occurrence of certain
events, including the issuance of equity or convertible instruments exchangeable
into common shares at a price below the market value of the common shares at the
time of issuance and the exercise price of the warrants. In certain
circumstances, the holders of the warrants could elect on exercise to satisfy
their obligation to pay the cash exercise price to the Company by accepting a
lesser number of common shares.

The gross proceeds of $3 million have been allocated to the convertible notes
and warrants based on the relative fair value of each security at the time of
issuance. Accordingly, $2.7 million was allocated to the notes and $300,000 was
allocated to the 181,818 lender warrants. The fair value of the warrants was
estimated using the Black-Scholes option pricing model. The convertible notes
include a 15% put premium after July 31, 2000. The total premium of $450,000 and
the $300,000 discount for the warrants has been accrued and recorded as interest
expense over the original eight month term to earliest conversion.

The terms of the convertible notes provide the holders with an `in-the-money'
variable conversion rate. A beneficial conversion feature on the convertible
notes was calculated at issuance based on the difference between the effective
conversion price of the allocated proceeds and the market price of the common
stock. The original amount of the beneficial conversion feature was $281,588 at
inception, however, because of the variability of the conversion ratio, it is
remeasured each reporting period until conversion, extinguishment or maturity.
As at year end, the accumulated beneficial conversion feature on the outstanding
principal and accrued interest amounted to $2,751,061. This amount is recorded
as interest expense.








                                       33
<PAGE>


7. CONVERTIBLE NOTES (cont'd.)

The Company paid $130,000 in cash for financing costs and issued additional
warrants to the placement agent to acquire up to 90,909 common shares on the
same terms as the warrants issued to the lenders. The financing costs were
allocated to the notes and lender warrants in the same relative fair value
manner. The fair value of the placement agent warrants amounted to $187,273 and
was estimated using the same Black-Scholes pricing assumptions as the lender
warrants.

On August 10 and 17, 2000 respectively, the two note holders exercised their
rights to put 25% of the notes, or $750,000 back to the Company. The Company
extinguished the $750,000 principal, the $112,500 put premium and the $22,290 in
accrued interest for cash of $884,790. The cash redemption resulted in a
$1,048,373 extraordinary gain, which included the repurchase of the beneficial
conversion feature at the date of extinguishment in the amount of $1,089,166 net
of $40,793 in deferred financing costs.

On September 25, 2000, one of the note holders exercised their right to put an
additional 25% of their portion, or $250,000. On October 5, 2000, the Company
notified the lender of its intention not to pay the put notice. Under the
agreement, the note holder had the right to convert the $250,000 plus
accumulated interest into shares of the Company. On November 14, 2000, the note
holder converted $50,000 plus accumulated interest into 67,741 common shares.

As at December 31, 2000, the $2,662,000 in convertible notes reported as a
current liability consists of the remaining $2,200,000 of principal outstanding,
the accrued 15% prepayment premium of $330,000, and accrued interest of
$132,000. The total interest expense of $3,900,114 recorded in the year is
substantially all non-cash with the exception of the $130,000 cash financing
costs and the $22,290 cash interest paid on the August 10 and 17, 2000
redemptions.








                                       34
<PAGE>


7. CONVERTIBLE NOTES (cont'd.)

The following table summarizes the activity under the agreement:

<TABLE>
<CAPTION>
                                          Convertible
                                           Notes and                                             Extra-
                                            Accrued                              Interest       ordinary
                                            Interest           Warrants           Expense        (Gain)
----------------------------------------------------------------------------------------------------------
<S>                                        <C>                  <C>               <C>         <C>
Proceeds on issuance of convertible
   notes and warrants                      2,700,000            300,000                  --            --
Agent warrants                                    --            187,273                  --            --
Allocation of finance costs, including
   agent warrants                                 --            (31,727)            244,763        40,793
Accretion of put premium                     450,000                 --             450,000            --
Accretion of discount attributable to
   the warrants                              300,000                 --             300,000            --
Beneficial conversion feature                     --                 --           2,751,061            --
Accrued interest at 8%                       154,290                 --             154,290            --
Partial redemption of convertible notes
   and payment of accrued interest          (884,790)                --                  --            --
Repurchase of beneficial conversion
   feature on partial redemption                  --                 --                  --    (1,089,166)
Partial conversion of convertible notes      (57,500)                --                  --            --
----------------------------------------------------------------------------------------------------------
Balance at December 31, 2000               2,662,000            455,546           3,900,114    (1,048,373)
==========================================================================================================
</TABLE>

On January 12, 2001, the Company received an additional put notice for $500,000.
On February 6, 2001, one of the note holders converted $25,000 plus accrued
interest into 67,508 common shares. As of the date of the audit report, the
Company has outstanding put notices for $675,000 of the outstanding principal
for which the Company has chosen not to settle for cash.


8. SHARE CAPITAL

[a]  Authorized

The Company is authorized to issue up to 50,000,000 shares of common stock, no
par value, and up to 5,000,000 shares of preferred stock non-voting, no par
value. No preferred stock are issued and outstanding in the periods presented.








                                       35
<PAGE>


8. SHARE CAPITAL (cont'd.)

[b]  Common stock

During 1998, SRG effected a split of its common stock on the basis of 18,300
common shares for each common share outstanding which is reflected in these
financial statements for all periods presented.

During January and February of 1999, SRG completed a private placement to
certain institutions and individuals for the issuance of 240,000 common shares
at $1.68 per share for net cash proceeds of $402,451.

By a share exchange agreement dated March 11, 1999, the Company entered into a
series of transactions whereby the 3,900,000 issued and outstanding shares of
SRG were exchanged for 3,900,000 shares of 579818 B.C. Ltd. a Canadian
subsidiary of Stockgroup.com. The exchangeable shares are convertible into
shares of Stockgroup.com through a trustee, Stocktrans Inc. The Company also
issued to the trustee, 3,900,000 common shares, to hold in trust for the SRG
shareholders pursuant to a voting and exchange agreement giving the SRG
shareholders effective control over Stockgroup.com. The holders of the
exchangeable shares may convert their exchangeable shares to an equal number of
common shares of the Company. The common shares are held by the trustee pending
conversion of the exchangeable shares to common shares, whereupon common shares
will be released by the trustee to the SRG shareholders and the exchangeable
shares will be delivered to the Company. The holders of the exchangeable shares
have the right to vote their interests in the Company through the trustee as
holder of the common shares. The holders of the exchangeable shares are entitled
to essentially the same voting, dividend and other rights as the Company's
common stockholders.

On March 15, 1999, the Company issued 75,000 shares in exchange for consulting
services provided in respect of the reverse acquisition. The transaction was
recorded at a fair value of $450,000 based on the closing price of the stock on
the day of the agreement.

During the second quarter of 1999, the Company completed a private placement to
certain institutions and individuals for the issuance of 900,000 common shares
at $6.00 per share for net cash proceeds of $5,232,263.

On September 17, 1999 the Company completed a private placement with a media
company for the issuance of 200,000 common shares in exchange for advertising
services. The transaction was recorded at a fair value of $676,000 based on the
closing price of the stock on the day of the agreement.








                                       36
<PAGE>


8. SHARE CAPITAL (cont'd.)

On August 17, 2000, the Company completed a private placement to an investor for
the issuance of 116,935 common shares at $3.72 per share for net cash proceeds
of $435,000.

On August 24, 2000, the Company issued 100,000 common shares and 100,000
warrants in exchange for consulting services. The warrants allow for purchase of
the Company's common stock at $4.00 per share. The warrants expire the earlier
of one year from the effective date of a Registration Statement registering the
underlying shares or two years from the date of issuance. As of December 31,
2000 the warrants had not been registered. The transaction was recorded at a
fair value of $162,500 for the common shares based on the closing stock price on
the date of the agreement and $81,000 for the warrants which was estimated using
the Black-Scholes option pricing model.

[c]  Stock options

1999 Incentive Stock Option Plan

The Company's 1999 Incentive Stock Option Plan ("1999 Plan") became effective
March 11, 1999 and entitles directors, employees and consultants to purchase
common shares of the Company.

Under the 1999 Plan, a total of 2,000,000 common shares have been authorized for
issuance. Options issued generally begin vesting one year after grant, at which
time vesting occurs in equal instalments of one-fifth of the grant total per
year for a period of five years. 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.

2000 Incentive Stock Option Plan

The Company's 2000 Incentive Stock Option Plan ("2000 Plan") became effective on
November 10, 2000, entitles directors, employees and consultants, to purchase
common shares of the Company and is intended to serve in addition to the 1999
Plan.

Under the 2000 Plan, a total of 500,000 common shares have been authorized for
issuance. Options issued generally begin vesting one year after the grant, at
which time vesting occurs in equal instalments of one-fifth of the grant total
per year for a period of five years. Options immediately become exercisable once
vested. Any options that do not vest as a result of a grantee leaving the
Company are canceled 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.








                                       37
<PAGE>


8. SHARE CAPITAL (cont'd.)

Activity under the 1999 and 2000 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, 1998 and 1997             --                 --                  --            --
Shares authorized                          2,000,000                 --                  --            --
Options granted                           (1,827,800)         1,827,800         0.01 - 5.62         $1.85
Options forfeited                             44,500            (44,500)        2.50 - 5.62         $3.92
---------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                 216,700          1,783,300         0.01 - 4.44         $1.80
Shares authorized                            500,000                 --                  --            --
Options granted                             (586,500)           586,500         0.59 - 4.36         $1.79
Options forfeited                            383,800           (383,800)        0.94 - 4.34         $2.28
---------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000                 514,000          1,986,000         0.01 - 4.44         $1.70
===============================================================================================================
</TABLE>

The weighted average remaining contractual life and weighted average exercise
price of options outstanding and of options exercisable as of December 31, 2000
are as follows:

<TABLE>
<CAPTION>
                                    Options Outstanding                   Options Exercisable
                          -----------------------------------------     --------------------------
                                         Weighted
                                          average         Weighted                       Weighted
                          Number of      remaining         average                        average
Range of                   shares       contractual       exercise        Shares         exercise
exercise prices          outstanding   life (years)         price       exercisable        price
--------------------------------------------------------------------------------------------------
<S>                       <C>               <C>             <C>          <C>               <C>
$0.01 - 0.99              708,000           3.64            $0.80        213,280           $0.94
$1.01 - 1.99              453,500           4.85            $1.43         40,700           $1.57
$2.01 - 2.99              742,000           4.25            $2.50        179,600           $2.52
$3.01 - 4.99               50,000           4.68            $3.34          9,500           $3.34
$4.01 - 5.99               32,500           4.70            $4.20          4,800           $4.15
--------------------------------------------------------------------------------------------------
                        1,986,000           4.19            $1.70        447,880           $1.72
==================================================================================================
</TABLE>

For the year ended December 31, 2000 the Company recorded $143,025 [1999 -
$261,277; 1998 - $nil] in stock based compensation expense. Of this total,
$128,925 [1999 - $257,077; 1998 - $nil] 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. The remaining $14,100 [1999 - $4,200; 1998 - $nil]
is a result of options granted to consultants in exchange for services which
have been measured at fair value on the commitment date.








                                       38
<PAGE>


8. SHARE CAPITAL (cont'd.)

As at December 31, 2000, the Company has $177,535 [1999 - $306,460; 1998 - $nil]
in deferred compensation to be expensed in future periods based on the vesting
terms of the underlying fixed plan options.

A total of 53,800 of the outstanding options are performance based with an
exercise price of $0.94 which vest in 2001 if the Company achieves predetermined
annual revenues. These options are classified as variable, whereby, compensation
expense is measured as the excess, if any, of the quoted market price of the
Company's stock at the measurement date over the amount the employee must pay to
acquire the stock. With variable options, the measurement date is established
when it appears probable that the Company will meet the performance targets.
Because of the uncertainty of achieving the annual revenue targets, no
compensation expense has been recorded.

Pro forma disclosure of stock based compensation

Pro forma information regarding results of operations and net income (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 2000
and 1999 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 4.19 years [1999 - 4.55 years], a risk free interest rate of 5.41% [1999
- 5.06%] and an expected volatility of 205% [1999 - 151%]. The weighted average
fair value of options granted during 2000 was $1.72 [1999 - $1.70]. 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:

                                         2000          1999           1998
                                          $             $              $
----------------------------------------------------------------------------

Net loss                             (8,333,443)   (4,242,533)     (149,289)
Compensation expense                   (778,095)     (848,797)         --
----------------------------------------------------------------------------
Pro forma net loss                   (9,111,538)   (5,091,330)     (149,289)
============================================================================

Basic and diluted loss per share
As reported                               (1.01)        (0.60)        (0.04)
Pro forma                                 (1.10)        (0.72)        (0.04)
============================================================================







                                       39
<PAGE>


8. SHARE CAPITAL (cont'd.)

[d]  Warrants

As at December 31, 2000, common stock issuable pursuant to warrants outstanding
is as follows:

<TABLE>
<CAPTION>
                                                     Common
                        Warrants     Warrants        shares        Exercise
                         issued      exercised      issuable         price          Expiry
                            #            #              $              $             date
--------------------------------------------------------------------------------------------------
<S>                     <C>             <C>          <C>             <C>        <C>
Series 1 warrants       272,727         --           272,727         3.30       March 31, 2005
Series 2 warrants       100,000         --           100,000         4.00       August 24, 2002,
                                                                                or August 24, 2001
                                                                                if registered
--------------------------------------------------------------------------------------------------
                        372,727                      372,727
==================================================================================================
</TABLE>

[e]  Earnings (loss) per share

The following table sets forth the computation of earnings (loss) per share:

<TABLE>
<CAPTION>
                                                       2000              1999               1998
                                                        $                  $                  $
--------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>                  <C>
Numerator:
Loss before extraordinary items                   (9,381,816)       (4,242,533)          (149,289)
Net loss                                          (8,333,443)       (4,242,533)          (149,289)

Denominator:
Weighted average number of common shares
   used in computation                             8,284,867         7,055,151          3,660,000

Basic and diluted loss per share before
   extraordinary items                                (1.13)            (0.60)              (0.04)
Basic and diluted loss per share                      (1.01)            (0.60)              (0.04)
==================================================================================================
</TABLE>

For the years ended December 31, 2000, 1999 and 1998, 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.








                                       40
<PAGE>


9. SEGMENTED INFORMATION

The Company operates in one industry segment and derives its revenue from the
following services:
<TABLE>
<CAPTION>
                                                       2000              1999               1998
                                                        $                  $                  $
-------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>                  <C>
B2B corporate services                             2,550,373         1,920,052            857,591
ASP financial tools and services                      87,728                --                 --
Enterprise financial website development           1,399,507                --                 --
-------------------------------------------------------------------------------------------------
                                                   4,037,608         1,920,052            857,591
=================================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                       2000              1999               1998
                                                        $                  $                  $
-------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>                  <C>
Canada                                             3,556,753         1,811,580            857,591
United States                                        480,855           108,472                 --
-------------------------------------------------------------------------------------------------
                                                   4,037,608         1,920,052            857,591
=================================================================================================
</TABLE>

During 2000, the Company had three customers whose revenue represented 17%, 12%
and 11% of total revenue, respectively. During 1999, the Company had one
customer whose revenue represented 35% of total revenue. No other customers
represented greater than 10% of the revenue in any other year.

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


10. INCOME TAXES

The Company is subject to United States federal and state income taxes at an
approximate rate of 40%. The Company's Canadian subsidiary is subject to
Canadian federal and provincial combined tax rates of approximately 45%. For
1998 and prior years, the Canadian subsidiary qualified as a Canadian Controlled
Private Corporation and was subject to a lower tax rate of 22%. The Canadian
subsidiary is no longer eligible for this low tax rate.








                                       41
<PAGE>


10. INCOME TAXES (cont'd.)

The reconciliation of the provision (recovery) for income taxes before the
extraordinary gain, at the United States federal statutory rate compared to the
Company's income tax expense as reported is as follows:

<TABLE>
<CAPTION>
                                                       2000              1999               1998
                                                        $                  $                  $
--------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>                   <C>
Tax expense (recovery) at U.S. statutory rates    (3,753,000)       (1,698,000)           (74,000)
Lower (higher) effective income taxes of
   Canadian subsidiary                              (467,000)         (170,000)            33,000
Change in valuation allowance                      2,348,000         1,744,000                 --
Non-deductible expenses                            1,872,000           124,000              6,198
--------------------------------------------------------------------------------------------------
Income tax provision (recovery)                           --                --            (34,802)
==================================================================================================
</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. The Company has
recognized a valuation allowance for those deferred tax assets for which it is
more likely than not that realization will not occur. Significant components of
the Company's deferred tax assets as of December 31 are as follows:

<TABLE>
<CAPTION>
                                                                         2000               1999
                                                                           $                  $
--------------------------------------------------------------------------------------------------
<S>                                                                  <C>                <C>
Net operating loss carryforwards                                     3,987,000          1,744,000
Property and equipment                                                 105,000                 --
--------------------------------------------------------------------------------------------------
Total deferred tax assets                                            4,092,000          1,744,000
Valuation allowance                                                 (4,092,000)        (1,744,000)
--------------------------------------------------------------------------------------------------
Net deferred tax assets                                                     --                 --
==================================================================================================
</TABLE>








                                       42
<PAGE>


10. INCOME TAXES (cont'd.)

The net operating loss carryforwards expire as follows:
                                                                 $
--------------------------------------------------------------------

Canada
2006                                                       2,833,000
2007                                                       3,885,000
--------------------------------------------------------------------
                                                           6,718,000
U.S.
2019                                                       1,173,000
2020                                                       1,133,000
--------------------------------------------------------------------
                                                           2,306,000
--------------------------------------------------------------------

Total                                                      9,024,000
====================================================================


11. COMMITMENTS AND CONTINGENCIES

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

    2001                                                     348,000
    2002                                                     285,000
    2003                                                     261,000
    2004                                                     261,000
    2005 and thereafter                                      409,000
--------------------------------------------------------------------
                                                           1,564,000
====================================================================

Rental expense included in general and administrative expenses for the years
ended December 31, 2000, 1999 and 1998 was $371,000, $204,000 and $72,000
respectively.







                                       43
<PAGE>


11. COMMITMENTS AND CONTINGENCIES (cont'd.)

[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 $351,000 balance owing, plus interest and costs. The defendant has
     filed a statement of defense and counterclaim to recover the $100,000
     deposit. No court date has been set at this time. Although management
     currently believes the outcome of the litigation will be in the Company's
     favour, the results of litigation are inherently uncertain, and an adverse
     outcome is possible. The Company has provided a full allowance for the
     amount to be collected and any settlement or final award will be reflected
     in income as the litigation is resolved.

12. SUBSEQUENT EVENTS

On January 19, 2001, the Company entered into a Securities Purchase Agreement
with unaffiliated investors to issue $0.5 million of unsecured 3% convertible
debentures ("debentures"), and 4-year warrants ("warrants").

The debentures mature on December 31, 2003 and are convertible into common
shares upon the earlier to occur of March 25, 2001, or the effective date of the
registration of the shares issuable upon conversion of the debentures and
exercise of the warrants. The maximum and minimum conversion prices for the
debentures are $1.00 and $0.50 respectively. The actual conversion price of the
debentures will be determined upon receipt of a conversion notice and will be
the lesser of (a) the maximum conversion price, or (b) 80% of the 2 lowest
closing prices of the Company's common shares during the 10 trading days prior
to the date of conversion, but in no case less than the minimum conversion
price. Interest accrues on the debentures at the rate of 3% per annum, and is
payable on each conversion date, at the end of each calendar quarter and at
maturity. Interest may be paid in the form of cash or shares at the Company's
option.

The warrants were issued on a pro-rata basis, with each note holder receiving
one Series A warrant for each dollar of debentures purchased and three Series B
warrants for each five dollars of debentures purchased. The exercise price of
the warrants is $1.00 per share for the Series A warrants and $2.00 per share
for the Series B warrants. The warrants permit the holders to acquire up to an
aggregate of 800,000 common shares at any time up to January 31, 2005.








                                       44
<PAGE>


12. SUBSEQUENT EVENTS (cont'd.)

The maximum and minimum conversion prices of the debentures and the exercise
price of the warrants are subject to adjustment upon the happening of certain
events, such as the payment of a stock dividend, a stock split, a corporate
merger or spin-off, or the issuance of securities at a price below the
conversion price.

The Company has agreed to file a registration statement covering the common
shares issuable on exercise of the warrants, the common shares underlying the
convertible debentures, and the common shares issuable, if any, in payment of
interest on the debentures. There was no placement agent in the transaction.








                                       45
<PAGE>


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures

On July 7, 1999, the Board of Directors of Stockgroup.com approved the retention
of the firm of Ernst & Young LLP as principal independent accountant to perform
the examination of its financial statements as of December 31, 1999, and for the
year then ended, effective with the resignation of Dale Matheson, Carr-Hilton,
the former independent accountant, which occurred on July 8, 1999. Dale
Matheson, Carr-Hilton had been principal independent accountant for Stock
Research Group, Inc., which was acquired by us on March 11, 1999. Dale Matheson,
Carr-Hilton had performed audit services for the three most recent fiscal years
ended December 31, 1998, 1997 and 1996, and had expressed unqualified opinions
on such financial statements. In connection with those audits and through July
8, 1999, there were no disagreements between us and Dale Matheson, Carr-Hilton
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Dale Matheson, Carr-Hilton would have caused them to make
reference in their reports to the subject matter of the disagreements.

We requested Dale Matheson, Carr-Hilton to furnish us with a letter addressed to
the Securities and Exchange Commission stating whether such firm agrees with the
statements made above and, if not, stating the respects in which they do not
agree. Such letter is attached as an exhibit in the Form 8K filing made by us
regarding this matter on July 7, 1999.

There were no disagreements with accountants on accounting and financial
disclosure matters.











                                       46
<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, 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............ 30    Chairman of the Board; Chief Executive Officer
David Caddey............. 51    Director
Louis deBoer II.......... 49    Director
Leslie Landes............ 56    Director, President and Chief Operating Officer
Craig Faulkner........... 30    Director, Chief Technology Officer
Lindsay Moyle, CGA....... 36    Chief Financial Officer, Secretary & Treasurer

The backgrounds of the Company's Directors, Officers and significant employees
are as follows:

Marcus New, 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
e-business solutions for financial services companies and the dominant single
source for small cap information 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 based on development of
his ideas for Internet marketing. 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.
Mr. New is also a director of several other private and public companies.

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

David Caddey has been a Director of Stockgroup since May 1995 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 Ltd.. 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 of MacDonald Dettwiler and Associates Ltd., where he
managed the development of Radarsat I Ground Segment Program.

Louis deBoer II, Director

Louis de Boer has served as a director of Stockgroup since October 1999. Since
May 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 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



                                       47
<PAGE>


Tribune, Hearst, Gannett, Knight-Ridder, Inc., The New York Times, The
Washington Post and Times-Mirror. At New Century Networks, Mr. de Boer managed
the team of experts that aggregated content and marketed and sold space to over
150 newspaper Web sites. 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, an online television listings service, and Nextplay, both of which are
public companies.

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

Craig Faulkner, Director, Chief Technology Officer

Craig Faulkner has served as Stockgroup's Chief Technical Officer and as a
member of Stockgroup's board of directors since January 1995. Early in his
career with Stockgroup, Mr. Faulkner led Stockgroup to co-develop one of the
first portfolio tracking tools, LivequoteSRG. Mr. Faulkner manages the
programming and information management team at Stockgroup, initiates solutions
with data and hardware vendors, while maintaining a senior management role and
board membership. Under Mr. Faulkner's direction, Stockgroup has implemented a
sophisticated blend of both Sun Solaris and Microsoft NT solutions. Stockgroup's
main site is hosted on IBM Netfinity servers, while client sites are hosted on
Sun Enterprise machines.

Lindsay Moyle, CGA, Chief Financial Officer, Secretary and Treasurer

Lindsay Moyle has served as the Chief Financial Officer of Stockgroup since May
2000. From July, 1995 to April, 1999 he was the Chief Financial Officer of NTS
Computer Systems, a publicly traded specialty computer manufacturer, where he
helped the company grow from annual revenues of CDN$1 Million to CDN$35 Million.


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 the Company in all capacities during each of the years
ended December 31, 1998, 1999 and 2000. None of the other executive offices
received salary and bonus exceeding $100,000 during those years.



                                       48
<PAGE>


Summary Compensation Table
--------------------------------------------------------------------------------
                                                      Securities     All Other
Name and Principal Position    Year      Salary       Underlying    Compensation
                                           $          Options (#)        $
--------------------------------------------------------------------------------
Marcus New                     1998     $  40,192            0          $ 0
Chief Executive Officer,       1999     $ 111,073      325,000          $ 0
Chairman and Director          2000     $ 147,460            0          $ 0
--------------------------------------------------------------------------------
Leslie Landes                  1998     $  38,781            0          $ 0
President &                    1999     $ 122,654      745,800          $ 0
Chief Operating Officer        2000     $ 145,668            0          $ 0
================================================================================

No Bonuses were paid to named executive officers in any of the above years. No
Restricted Stock Awards, SAR's, or LTIP's were awarded to named executive
officers in any of the above years.

No stock options were granted to any of the named executive officers during 2000
for services rendered to Stockgroup.

The following table summarizes the option holdings of the named executive
officers as at December 31, 2000:

<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, 2000    December 31, 2000
------------------------------------------------------------------------------------------
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            65,000   260,000       $ 0      $      0
Leslie Landes      0              0                 0   105,000       $ 0      $ 64,575
Leslie Landes      0              0           213,280   373,720       $ 0      $      0
==========================================================================================
</TABLE>

Directors' Compensation

Stockgroup compensates its outside Directors by issuing each one options to
acquire shares of common stock which fully vest after one year of service on the
board of directors. Mr. David Caddey was granted 20,000 such options on March
11, 1999 that have an exercise price of $2.50 per share and became fully vested
and exercisable on March 11, 2000. Mr. Louis deBoer II was granted 20,000 such
options on October 7, 1999 which have a exercise price of $2.75 per share and
became fully vested and exercisable on October 7, 2000. Mr. David Caddey and Mr.
Louis deBoer II were granted 50,000 additional options each on November 8, 2000
that have an exercise price of $1.00 per share and become fully vested and
exercisable on November 8, 2001.

Employment and Severance Agreement

Stockgroup has an employment agreement with the 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 compensation of $150,000 per annum.
The agreement may be terminated by Stockgroup or Mr. Landes on 30 days notice,
and if 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, 2000 the beneficial ownership
of common stock of each person known to the Company who owns more than 5% of
issued and outstanding common stock.



                                       49
<PAGE>


--------------------------------------------------------------------------------
Name and address* of                     Amount and Nature            Percent of
Beneficial Owner                         of Beneficial Ownership      Class
--------------------------------------------------------------------------------
Marcus New                               2,803,500                    33.11%
Yvonne New                               2,666,500                    31.49%
518464 B.C. Ltd.                         2,245,000                    26.51%
Craig Faulkner                             834,000                     9.84%
569358 B.C. Ltd.                           665,000                     7.85%
================================================================================

*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.

On March 11, 1999, Stockgroup entered into a Share Exchange and Share Purchase
Agreement with 579818 B.C. Limited, a British Columbia wholly-owned subsidiary;
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, shares of common stock issued
to the trustee represent approximately46.06% 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, 50.15% (or 1,372,500 shares) of the
exchangeable shares are owned by Yvonne New, Mr. New's wife.

Mr. Marcus New owns directly 171,500 Exchangeable shares and his wife, Yvonne
New, owns directly 250,000 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%, 2,245,000 exchangeable shares. Accordingly, Marcus
and Yvonne New beneficially own 2,666,500 exchangeable shares of common stock,
which represent approximately 31.49% of issued and outstanding common stock.

In addition to this amount, 70,000 shares are held in trust for the benefit of
Mr. New. This trust is a non-voting trust. Mr. New also owns 2,000 shares of
common stock which were purchased in the open market. 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 2,666,500 exchangeable shares, 2,000 shares of
common stock, and 70,000 shares of common stock held in trust, these 65,000
optioned shares, which are exercisable, create a beneficial



                                       50
<PAGE>


ownership position in the company of 2,803,500 shares representing approximately
33.11% of issued and outstanding common stock.

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, 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 834,000 exchangeable shares, Mr.
Faulkner beneficially owns 873,000 shares representing approximately 10.30% of
issued and outstanding common stock.

Security Ownership of Management

The tables below and the paragraphs that follow present certain information
concerning directors, executive officers and significant employees. 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>
----------------------------------------------------------------------------------------------
Name               Age    Position with Company          Executive     Shares          Percent
                                                         Officer /     Beneficially      of
                                                         Director      Owned            Class
                                                         Since         Dec 31 2000
----------------------------------------------------------------------------------------------
<S>                <C>    <C>                            <C>           <C>             <C>
Directors:
Marcus A. New      30     Chairman of the Board,
                          Chief Executive Officer,
                          Director                       05/04/95      2,803,500       33.11%
Craig D. Faulkner  30     Chief Technology Officer,
                          Director                       05/04/95        834,000        9.84%
Leslie Landes      56     President,
                          Chief Operating Officer,
                          Director                       08/04/98        213,280        2.51%
David Caddey       51     Director                       05/04/95         80,000        0.94%
Louis deBoer II    47     Director                       10/07/99         20,000        0.23%
----------------------------------------------------------------------------------------------
All Directors, Executive Officers and
Significant employees as a group                                       3,950,780       46.65%
----------------------------------------------------------------------------------------------
</TABLE>

Of the amount shown for Mr. Caddy, 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 beneficially
owns 60,000 shares of common stock which represents approximately 0.71% of
issued and outstanding common stock. 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. On November 8, 2000, Mr. Caddey was
granted further options to purchase 50,000 shares of common stock at an exercise
price of $1.00 per share, with a five-year term and full vesting on November 8,
2001. 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 beneficially owns 80,000 shares representing approximately
0.94% of issued and outstanding common stock.



                                       51
<PAGE>


Mr. Leslie Landes has been granted options to purchase 692,000 shares of 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. As at August 1, 2000, a
further 106,640 of the options had vested. In addition, 53,800 of Mr. Landes'
options to purchase shares at a price of $0.94 will vest and be exercisable only
if Stockgroup attains sales performance levels of $28,500,000 in the fiscal year
ending December 31, 2001. As at December 31, 2000, Mr. Landes' options provide
him with beneficial ownership of 213,280 of issued and outstanding common stock.

Mr. Louis deBoer II, has been granted options to purchase 20,000 shares of
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 occurred on October 7, 2000. On November 8, 2000,
Mr. deBoer was granted further options to purchase 50,000 shares of common stock
at an exercise price of $1.00 per share, with a five year term and full vesting
on November 8, 2001. As at December 31, 2000, Mr. deBoer's options provide him
with beneficial ownership of 20,000 shares of common stock, representing 0.24%
of issued and outstanding common stock.

Mr. Moyle was granted options to acquire 25,000 shares at an exercise price of
$1.56. These options were granted to Mr. Moyle on August 23, 2000, have a
six-year term and vest as to 20% per year starting August 23, 2001. As at
December 31, 2000, Mr. Moyle's vested options are nil.


Item 12. Certain Relationships and Related Transactions

During the last two years, there have been no transactions or proposed
transactions to which the Company was or is 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.


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 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 SB 2 and SB-2/A
                 filed May 26, 2000 and August 1, 2000 respectively

    4.3          Securities Purchase Agreement dated January 19, 2001 -
                 incorporated by reference to Form 8K filed January 30, 2001

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



                                       52
<PAGE>


    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

    13.2         Forms 10KSB and 10KSB/A for the year ended December 31, 1999 -
                 incorporated by reference to filings made on March 30, 2000 and
                 May 1, 2000 respectively.

    13.3         Forms 10QSB for the quarters ended March 31, 2000, June 30,
                 2000 and September 30, 2000 - incorporated by reference to
                 filings made on May 5, 2000, August 14, 2000, and November 14,
                 2000 respectively

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

    18.1         Letter regarding change in accounting method - filed herewith
                 below as Item 18.1

    22.1         Published report regarding matters submitted to vote -
                 incorporated by reference to Form DEF 14A filed September 10,
                 1999

    22.2         Published report regarding matters submitted to vote -
                 incorporated by reference to Form DEF 14A filed October 16,
                 2000

    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 of the period
covered by this report.








                                       53
<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)

Dated:  March 19, 2001
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/ Lindsay Moyle, CGA
------------------------------------------------
Lindsay Moyle, CGA, Chief Financial Officer,
Secretary and Treasurer










                                       54
<PAGE>


Exhibit 18.1



March 16, 2001

Lindsay Moyle
Chief Financial Officer
Stockgroup.com Holdings, Inc.
500-750 West Pender Street
Vancouver, B.C.
V6C 2T7


Dear Sir:

Note 2 of the Notes to the Consolidated Financial Statements of Stockgroup.com
Holdings, Inc. included in its Form 10-KSB for the year ended December 31, 2000
describes a change in the method of accounting for the depreciation of property
and equipment. For the year ended December 31, 1999, property and equipment were
depreciated at the following annual rates and methods: computer equipment at 30%
declining balance, computer software at 100% straight line, office furniture and
equipment at 20% declining balance and leasehold improvements at straight line
over the lease term. For all property and equipment, one half of the above rates
were applied in the year of acquisition. For the year ended December 31, 2000,
the depreciation method has changed to the following annual rates and methods:
computer equipment at 5 years straight line, computer software at 2 years
straight line, office furniture and equipment at 5 years straight line and
leasehold improvements at straight line over the lease term. For all property
and equipment, depreciation begins in the month of acquisition with no one-half
provision in the year of acquisition.

There are no authoritative criteria for determining a `preferable' depreciation
method based on the particular circumstances; however, we conclude that such
change in the method of accounting is to an acceptable alternative method which,
based on your business judgment to make this change and for the stated reason,
is preferable in your circumstances.


Very truly yours,

/s/ Ernst & Young LLP

Ernst & Young LLP








                                       55
<PAGE>


Item 23.1   Consent of independent auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-91043) pertaining to the 1999 Incentive Stock Option Plan As Amended
and in the Registration Statement (Form SB-2/A No. 33-37938) of Stockgroup.com
Holdings, Inc. and in the related prospectuses, of our report dated February 21,
2001, with respect to the consolidated financial statements of Stockgroup.com
Holdings, Inc. included in the Annual Report (Form 10-KSB) for the year ended
December 31, 2000.


         /s/ ERNST & YOUNG LLP
Vancouver, Canada,
March 19, 2001.                                            Chartered Accountants









                                       56