Form 10-QSB
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


(Mark  One)

[X] Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act
of  1934

     For  the  quarterly  period  ended  March  31,  2003.

[  ]  Transition  report pursuant Section 13 or 15(d) of the Securities Exchange
Act  of  1934

     For  the  transition  period  from  _______________  to  _______________

Commission  file  number:  0-23687

                       Stockgroup Information Systems Inc.
        (Exact name of small business issuer as specified in its charter)

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

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

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



             (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: ___

                Applicable only to issuers involved in bankruptcy
                   proceedings during the preceding five years

Check  whether  the  registrant  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  court.  Yes  ___  No  ___

                      Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:  21,295,571

Transitional  Small  Business  Disclosure  Format  (check one): Yes: ___ No: _X_




                                                                               1




                               Stockgroup Information Systems Inc.
                                           FORM 10-QSB

                                              INDEX

                                                                                             
PART I.  FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
Item 1.  Financial Statements (unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . .   3
   CONSOLIDATED BALANCE SHEETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   CONSOLIDATED STATEMENTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
   CONSOLIDATED STATEMENTS OF CASH FLOWS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .  6
Item 2.  Management's Discussion and Analysis of Financial Condition and Results Of Operations. 10
Item 3.  Disclosure Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . .   19
Part II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 2.  Changes in Securities and Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 19
Item 3.  Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . . 20
Item 4.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
Exhibit  (b) - Section 906 Certification of CEO . . . . . . . . . . . . . . . . . . . . . . . . 24
Exhibit  (c) - Section 906 Certification of CFO . . . . . . . . . . . . . . . . . . . . . . . . 25





                                                                               2

PART  I.  FINANCIAL  INFORMATION
Item  1.  Financial  Statements  (unaudited)



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

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

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

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



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



                                                                               3



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


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

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

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




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


                                                                               4



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

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



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



                                                                               5

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

1.  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

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

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

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

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

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

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

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

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




                                                                               6

2.  CONVERTIBLE  NOTES




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



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

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

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

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


3.  SHARE  CAPITAL

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

At  March  31,  2003,  in  addition to the 21,220,571 common shares outstanding,
there  were  also  2,597,900  stock  options  and 4,848,593warrants outstanding.

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

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




                                                                               7


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

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

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

Stock  Options

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



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


4.  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION

In  December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
an  amendment  of  FASB  Statement No. 123" ("SFAS 148").  This statement amends
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), to provide
alternative  methods of transition for an entity that voluntarily changes to the
fair  value-based  method  of accounting for stock-based compensation under SFAS
123.  In  addition,  SFAS 148 amends the disclosure requirements of SFAS 123 and
Accounting  Principles Board Opinion No. 28, "Interim Financial Reporting" ("APB
28")  to  require  prominent disclosure of the effects of an entity's accounting
policy  with respect to stock-based employee compensation on reported net income
and  earnings  per share in annual and interim financial statements.  SFAS 148's
amendment  of  the  transition  and  annual disclosure provisions of SFAS 123 is
effective  for  the  Company's  fiscal  2003.  The  amendment  to  disclosure
requirements  under  APB  28  is  effective  for the Company's fiscal 2003 first
quarter.

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

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



                                                     For the three months ended
                                                March 31, 2003          March 31, 2002
                                                                 
Net income (loss) - as reported . . . .         $     (468,185)       $      657,219
Add:  Stock-based employee compensation
  expense included in reported net
  income. . . . . . . . . . . . . . . .                      -                27,568






                                                                               8



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


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

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

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



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


Warrants

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



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


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

5.  SEGMENTED  INFORMATION

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



                                                                               9



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


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


6.  COMMITMENTS  AND  CONTINGENCIES

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

7.  RECENT  ACCOUNTING  PRONOUNCEMENTS

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

ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

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

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

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




                                                                              10


                                                       Revenue and Gross Profits
--------------------------------------------------------------------------------
Total revenues in the first three months of 2003 were $0.602 million compared to
$0.442  million in the first three months 2002, an increase of $0.16 million, or
36%.  Our  Public  Company  Disclosure and Awareness Products revenue was $0.385
million compared to $0.285 million in the first three months 2002, a decrease of
$0.100  million  or  3.5%.  Financial  Software  and Content Systems revenue was
$0.216  million  compared  to  $0.157 million in the first three months 2002, an
increase  of  $0.059  million  or  38%.

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

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

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


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

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

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

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




                                                                              11


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

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

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

CRITICAL  ACCOUNTING  POLICIES

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

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

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




                                                                              12


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

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

LIQUIDITY  AND  CAPITAL  RESOURCES
--------------------------------------------------------------------------------
Stockgroup  ended  the  first  quarter of 2003 with cash and cash equivalents of
$178,076 a decrease of $361,894 from Dec 31, 2002. This compares with a net cash
decrease  of  $110,324 in Q2 2002, $74,935 in Q3 2002 and a net cash increase of
$468,598  in  Q4  2002.  Although  we expect to generate positive cash flow from
operations,  we  are  pursuing financing to improve our working capital position
and  to  grow  the  business  to  the  greatest  possible  extent.

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

You  should  be  cautioned that there can be no assurance that revenue, margins,
and profitability will increase. In addition, we paid $15,332 to a noteholder on
April 2,2003 and have cash payments of $15,322 due to the noteholder on June 30,
2003,  September 30, 2003, December 31, 2003, March 31, 2004, and the next three
quarters  after  that.  We  also  have  $209,610 of notes payable and $78,129 of
capital  lease  obligations  due within the next 12 months. We will need to seek
additional  capital.  There  can  be  no assurance that we will be successful in
raising  a sufficient amount of additional capital or in internally generating a
sufficient amount of capital to meet long-term requirements. If we are unable to
generate the required amount of additional capital, our ability to continue as a
going  concern  is  in  substantial  doubt.


CORPORATE  DEVELOPMENTS  DURING  THE  PERIOD
--------------------------------------------------------------------------------
A  synopsis  of  corporate  highlights  for  2003  is  as  follows:

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

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

3.     On  January  31, 2003, we announced that Amro International had converted
its remaining balance of $0.4 million of its convertible debenture. The debt was
converted  into  stock  at $0.32/share as part of a negotiation between Amro and
Stockgroup  to  eliminate  Amro's  debt. Our outstanding long-term debt has been
reduced  from  $1.7  million  to  $1.2  million.

4.     On  February  5,  2003,  we  announced  an  agreement  with  UnionBanCal
Corporation's primary subsidiary, Union Bank of California, N.A. Union Bank will
license  our  cutting-edge  XML  suite  of  financial  content  and  software
applications.  We will customize a scrolling ticker and provide secure XML-based




                                                                              13


quotes,  charts  and  other  banking-specific financial content for Union Bank's
customers  and  internal  applications.

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

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

7.     On  April  11,  2003, we announced a C$2.0MM financing.  First Associates
Investments  Inc. will act as investment banker and have signed a term sheet for
the  underwriting  of a C$2.0MM best efforts offering. Each unit will consist of
one share and one share purchase warrant and the unit has been priced at C$0.37.
Two  warrants  entitle the investor to purchase one additional common share at a
price  of  C$0.75  for  12  months.  As  of  the  date of this filing we had not
received  any  funds  or  closed  the  private  placement.

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

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

DESCRIPTION  OF  BUSINESS  MODEL

GENERAL

We  are  a  financial  media and technology company.  Our revenue streams can be
categorized  into  two  areas:

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

The  clients for Financial Software and Content Systems are primarily enterprise
companies  from  many different markets, such as media, banks and credit unions,
stock  brokerages,  insurance,  and  others.  Public  Company  Disclosure  and
Awareness  Products are primarily investor awareness and disclosure products for
public  companies,  and advertising on Stockhouse.  These products are purchased
by companies in all industries as a means of generating public interest in their
company  or  products.

A  more detailed discussion of our products follows in the Products and Services
section.




                                                                              14


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.  For accounting purposes,
SRG  became  a  subsidiary  of  I-Tech.

Our  name was changed from I-Tech to Stockgroup.com Holdings Inc. on May 6, 1999
and  to  Stockgroup  Information  Systems  Inc.  on  September  20,  2001.

We  are  a  United  States  publicly  traded  company registered on the NASD OTC
Bulletin  Board  under  the  symbol SWEB.  From our head office in Vancouver, we
operate  branch  offices  in  San  Francisco  and  Toronto.

As  SRG,  we  operated  from  1995  to  1997  as a profitable financial Internet
technology  and  media company that offered proprietary financial news and tools
to  investors and companies.  We used our experience and the funds from a public
offering  in  spring  1999  to  provide  the  foundation for the development and
initial  marketing  of  our  products.  In  October  1999  we  launched
Smallcapcenter.com.  At  that  time  it  was  widely  believed  that  a
subscription/advertising  model  centering  around  Smallcapcenter  was  viable.
While  parts of this business model did not prove to be profitable, the building
of  Smallcapcenter and its related investment software and content aggregation &
management systems gave us a strong foundation of skills and a suite of products
to  sell  commercially.  Smallcapcenter  is  still  a  high-traffic  and
well-maintained  portal for the investment community, and its drawing power is a
key  driver  to  many  of our investor awareness products.  It also serves as an
excellent development and testing ground for new financial software applications
being  developed  by  us  on  a  continuing  basis.

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

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

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

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




                                                                              15


On  June 24, 2002, we acquired the Stockhouse website and related assets.  These
assets  added a new dimension to our business, that being a high-traffic, highly
recognized  financial community.  We immediately went to work marketing products
and  services  which  leverage  the  Stockhouse  assets.  While Stockhouse began
contributing  to  our  sales  revenue in the third quarter of 2002, the benefits
have not yet been fully realized, and we expect solid growth in this area of the
business  in  coming  quarters.


PRODUCTS  AND  SERVICES

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

FINANCIAL  SOFTWARE  AND  CONTENT  SYSTEMS

We  have  developed  proprietary  financial applications and tools we license to
clients.  The  clients  for Financial Software and Content Systems are from many
different  markets,  such  as  media, banks and credit unions, stock brokerages,
leasing,  insurance,  and  other  financial  services  companies.

We  provide  Financial  Software and Content Systems on a private-labeled basis,
and  they  are  typically  sold  on  long term (twelve-month or more) contracts,
generating  recurring  revenue  streams.  Many  of the software applications are
data-feed driven.  We either feed data from our own aggregated databases or from
third  parties.  The  advantage  of  using  the  Stockgroup  system  is that the
customer  is  able  to  receive data and information from a variety of different
feeds all from one point of contact, at a fraction of the cost of purchasing all
feeds  individually. We add value by customizing, filtering, and sorting data in
the  configuration  the  customer  wants, and then adding the different software
applications  and hosting the entire solution.  We are able to use our economies
of  scale  and  automation  to  give a product that is efficiently delivered and
customized,  and at a substantial costs savings to having the customer build and
manage  it  internally.

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

We  distribute  Financial  Software  and  Content  Systems  through  content and
application  syndicates,  such  as Yellowbrix, through channel resellers such as
The  Canadian  Press,  Comtex  News Network, Clarinet Communications, Associated
Press  and  through  its  own  sales  team. These Financial Software and Content
Systems  cover  the  entire  North  American  market  including  mutual  funds,
commodities,  and  equities.

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

Here  are  just  a  few  of  the  over 25 Financial Software and Content Systems
products:

-    Real-time  stock  quotes  on  major  U.S.  exchanges
-    North  American  20-minute  delayed  stock  quotes  and  indices
-    Portfolio management, live portfolio updates and wireless portfolio updates
-    Most  active  stock  updates
-    Stock  watch  lists
-    Company  fundamentals,  SEC/SEDAR  filings





                                                                              16


-    Daily  stock  market  winners/losers,  most  actives
-    Company profiles, stock screening (investment data) and technical stock
     analysis
-    Employee  stock  option  calculations

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

On an Application Service Provider (ASP) basis where the content and software is
hosted  by  us  and  private-labeled  to the customers Internet or Intranet site
Through  our  proprietary  software  objects  residing on the customer's servers
which  use  a  proprietary Application Protocol Interface (API) to retrieve data
from  our  servers

Through  secured  Extensible  Markup  Language  (XML)  channel
Through  different wireless devices and modes including: handheld devices, Short
Message  Service  (SMS)  paging, and Wireless Application Protocol (WAP) portals
which  have  been  built  and  maintained  by  us.


PUBLIC  COMPANY  DISCLOSURE  AND  AWARENESS  PRODUCTS


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

Products and  services  offered  by  this revenue stream include the IntegrateIR
software  system,  Investor  Marketplace, E-Mail Distribution of Press Releases,
Sector  Supplements, At The Bell/Smallcap Express sponsorship, Banner and Button
Advertising,  Monthly Investor Marketing, Custom Web Site Development, and other
online  investor  marketing  products.

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

In  the third  quarter  of  2001 we launched version 2.01 of the IntegrateIR, an
automated  financial  application  that  is  licensed  to  public companies. The
IntegrateIR  updates  the  clients'  regulated  investor  relations  information
automatically  by  private  labeling this software application into the clients'
corporate  web site. The SEC has mandated fair disclosure policies that make our
IntegrateIR especially  attractive as it updates news releases, webcasts and SEC
filings direct from the wire services as they happen and automatically sends the
information to the client's shareholders and interested parties. The IntegrateIR
helps  to  prevent  mistakes and increase timeliness compared to having internal
staff  manually  update  these  activities.

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

Other  Public  Company  Disclosure and Awareness Products include the following:





                                                                              17


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

Targeted  e-mail  marketing,  which  is  used to disseminate news releases to an
exclusive  list  of  opt-in  investors  and  interested  parties.

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

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

Banner  Advertising  and  Button  Advertising,  both  on  Stockhouse  and  on
Smallcapcenter,  is  a  growing  part  of  our business since the acquisition of
Stockhouse.  Stockhouse  is  a  high  traffic financial community.  Research has
shown  that  our  traffic  is  composed  of  a high income demographic of active
investors.  This  demographic  is  very  attractive  to  advertisers.  The
Smallcapcenter demographic, which shares those characteristics, attracts a group
whose  interest  is  high-growth  stocks.  The combination of these two websites
gives  us  a  tremendous  number  of  sales  options.

The  products developed by us over the past five years enable us to offer Public
Company  Disclosure  and  Awareness  Products to a rapidly growing customer base
while maintaining a high sales margin. The revenues derived from this source are
typically  contractual over a specified term. The Internet communities developed
and  acquired  by  Stockgroup  host  the critical mass to ensure a high level of
exposure  to  our  Public  Company  Disclosure  and  Awareness  Products.

SHARE  PRICE  AND  VOLUME  DATA

The Company's Common Stock has been quoted for trading on the OTC Bulletin Board
since  March 17, 1999. On December 17, 2002, we began trading on the TSX-Venture
Exchange  in  Canada.  The following table sets forth high and low bid prices on
the OTC BB for the Common Stock for the three-month periods ended June 30, 2002,
September 30, December 31, and March 31, 2003. These prices represent quotations
between dealers without adjustment for retail markup, markdown or commission and
may  not  represent  actual  transactions.


Quarter  Ended:                 High        Low         Volume

June  30,  2002               $  0.230     $  0.147     2,734,400
September  30,  2002          $  0.200     $  0.125     1,785,900
December  31,  2002           $  0.270     $  0.140     6,072,100
March  31,  2003              $  0.200     $  0.125     1,785,900

On  March 31, 2003, the Company had 89 registered shareholders owning 21,220,571
shares.





                                                                              18


DIVIDENDS

The Company has not declared any dividends since inception, and has no intention
of  paying any cash dividends on its Common Stock in the foreseeable future. The
payment  by  the  Company  of  dividends,  if any, in the future, rests with the
discretion  of  its Board of Directors and will depend, among other things, upon
the Company's earnings, its capital requirements and its financial condition, as
well  as  other  relevant  factors.

Item  3.  Disclosure  Controls  and  Procedures

In  February, 2003, we carried out an evaluation, under the supervision and with
the  participation  of  the  company's management, including the company's Chief
Executive  Officer  and  Chief  Financial  Officer,  of the effectiveness of the
design  and operation of the company's disclosure controls and procedures. Based
upon  that  evaluation,  the Chief Executive Officer and Chief Financial Officer
have  concluded  that  the  company's  disclosure  controls  and  procedures are
effective  to ensure that information required to be disclosed by the company in
the  reports  that  the  company files under the Exchange Act is accumulated and
communicated  to management, including the company's Chief Executive Officer and
Chief  Financial  Officer,  as  appropriate  to allow timely decisions regarding
required  disclosure.

However,  since  our  evaluation,  we have taken steps to further strengthen and
formalize our controls. We have put forth to the board of directors for adoption
a  formal Corporate Governance Program, consisting of a Code of Business Conduct
and  Ethics  and  Compliance  Program,  An  Insider  Trading  Policy,  and  the
appointment  of  a  Nominating  and Corporate Governance Committee. We have also
reconfirmed  the  appointment of our Audit Committee and Compensation Committee.

There  have  been  no  significant  changes in our internal controls or in other
factors,  which  could  significantly affect internal controls subsequent to the
date  we  carried  out  our  evaluation.


Part  II.  OTHER  INFORMATION

Item  1.  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 $351,800 due to
it  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
$351,800  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 Defense and Counterclaim. At the time of this
filing, no settlement conferences have been held and no court date has been set.

As of April 28, 2003, no further action had been taken by either side.  While we
believe  we  have a strong case, we have not elected to aggressively pursue this
litigation  at  this  time, pending further information on the collectibility of
the  debt.


Item  2.  Changes  in  Securities  and  Use  of  Proceeds


No unregistered securities were issued during the period covered by this report.
There  were  no  changes  to  any  class  of  our  securities.





                                                                              19


Item  3.  Submission  of  Matters  to  a  Vote  of  Security  Holders

There  were  no  matters  submitted  to  a  vote.

Item  4.  Exhibits  and  Reports  on  Form  8-K

     (a)  Reports  on  Form  8-K

          On  March  31,  2003,  we  filed  an 8-K regarding our $0.544M private
          placement  which  closed  December  31,  2002.

          No  other  reports  on  form  8-K  have  been  filed  in  2003.

     (b) CEO  Section  906  Certification  (page  22)

     (c) CFO  Section  906  Certification  (page  23)




                                                                              20


SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

STOCKGROUP  INFORMATION  SYSTEMS  INC.
(Registrant)

Date:  May  13,  2003             By:  /s/  David  Gillard,  CGA
                                  ----------------------------------------------
                                  Chief Financial Officer, Secretary & Treasurer




                                                                              21


CERTIFICATIONS

                                  CERTIFICATION

I,  Marcus  New,  CEO,  certify  that:

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

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

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

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

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

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

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

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



Date:  May  13,  2003


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




                                                                              22


                                  CERTIFICATION

I,  David  Gillard,  CFO,  certify  that:

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

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

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

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

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;
     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and
     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;
5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

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

     Date:  May  13,  2003


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




                                                                              23