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  June  30,  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:  29,418,371

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.  11
Item 4. Disclosure Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Part II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 2. Changes in Securities and Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . .  22
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . . .  22
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
SECTION 302 CERTIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23



                                        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]

                                                             June  30,     December  31,
                                                               2003             2002
                                                          --------------   --------------
                                                                     
ASSETS
  CURRENT
    Cash and cash equivalents. . . . . . . . . . . . . .  $      553,358   $      539,970
    Marketable securities. . . . . . . . . . . . . . . .           4,312            1,198
    Accounts receivable [net of allowances for doubtful
       accounts of $93,519; December 31, 2002 $40,866] .         359,589          169,675
    Prepaid expenses . . . . . . . . . . . . . . . . . .          84,178          102,118
                                                          --------------   --------------
  TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . .  $    1,001,437   $      812,961
    Property and equipment, net. . . . . . . . . . . . .  $      466,452   $      638,665
                                                          --------------   --------------
                                                          $    1,467,889   $    1,451,626
                                                          ==============   ==============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
  CURRENT
    Accounts payable . . . . . . . . . . . . . . . . . .  $      293,767   $      313,272
    Accrued payroll liabilities. . . . . . . . . . . . .          56,419          109,930
    Deferred revenue . . . . . . . . . . . . . . . . . .         312,839          320,900
    Current portion of capital lease obligation. . . . .          79,430          103,205
    Current portion of notes payable . . . . . . . . . .         223,994           95,371
    Current portion of convertible notes (note 2). . . .               -           81,328
                                                          --------------   --------------
  TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . .  $      966,449   $    1,024,006
  Capital lease obligation . . . . . . . . . . . . . . .               -           31,844
  Notes Payable. . . . . . . . . . . . . . . . . . . . .               -          159,787
  Convertible notes (note 2) . . . . . . . . . . . . . .               -        1,486,806
                                                          --------------   --------------
  TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . .  $      966,449   $    2,702,443
                                                          ==============   ==============
COMMITMENTS AND CONTINGENCIES (note 6)

SHAREHOLDERS' EQUITY (DEFICIENCY) (note 3)
    COMMON STOCK, No Par Value
    Authorized shares - 75,000,000
    Issued and outstanding shares - 28,422,371
     at June 30, 2003 [19,552,596- December 31, 2002]. .  $   12,237,274   $    9,203,235
    ADDITIONAL PAID-IN CAPITAL . . . . . . . . . . . . .       3,067,471        2,987,331
    ACCUMULATED DEFICIT. . . . . . . . . . . . . . . . .     (14,803,305)     (13,441,383)
                                                          --------------   --------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY). . . . . . . . .  $      501,440   $   (1,250,817)
                                                          --------------   --------------
                                                          $    1,467,889   $    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    Six Months     Six Months
                                   Ended June      Ended June     Ended June     Ended June
                                    30, 2003        30, 2002       30, 2003       30, 2002
                                 --------------  --------------  ------------  --------------
                                                                   
REVENUE
  Revenues. . . . . . . . . . .  $     688,529   $     407,703   $ 1,290,241   $     849,944
  Cost of revenues. . . . . . .       176,332          169,258       333,686         333,506
                                 --------------  --------------  ------------  --------------
  Gross profit. . . . . . . . .  $     512,197   $     238,445   $   956,555   $     516,438

EXPENSES
  Sales and marketing . . . . .  $     166,041   $     137,451   $   324,815   $     229,511
  General and administrative. .        574,050         432,188     1,111,789         814,226
                                 --------------  --------------  ------------  --------------
                                 $     740,091   $     569,639   $ 1,436,604   $   1,043,737
                                 --------------  --------------  ------------  --------------
LOSS FROM OPERATIONS. . . . . .  $    (227,894)  $    (331,194)  $  (480,049)  $    (527,299)

Interest income . . . . . . . .              -              22             -             168
Interest expense ordinary . . .        (11,789)         (4,095)      (24,647)         (9,881)
Interest on conversion of
  8% convertible notes (note 2)       (656,707)        (33,966)     (860,351)        (52,330)
Interest on conversion of
  3% convertible debentures . .              -               -             -        (160,209)
Loss on warrants liability. . .              -               -             -         (55,000)
Gain on restructuring
  of convertible notes                       -               -             -       1,088,586
Other income. . . . . . . . . .          2,653          (1,671)        3,125           2,279
                                 --------------  --------------  ------------  --------------
NET INCOME (LOSS) . . . . . . .  $    (893,737)  $    (370,904)  $(1,361,922)  $     286,314
                                 ==============  ==============  ============  ==============
BASIC AND DILUTED EARNINGS
(LOSS) PER SHARE:
Loss from operations. . . . . .  $       (0.01)  $       (0.03)  $     (0.02)  $       (0.04)
Income (loss) interest and
  other . . . . . . . . . . . .  $       (0.03)  $       (0.00)  $     (0.04)  $        0.06
Net income (loss) . . . . . . .  $       (0.04)  $       (0.03)  $     (0.06)  $        0.02
                                 ==============  ==============  ============  ==============
Weighted average shares
  outstanding for the period. .     24,199,767      13,841,482    22,371,013      12,313,576
                                 ==============  ==============  ============  ==============


                   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)



                                                            Six Months    Six Months
                                                            Ended June    Ended June
                                                             30, 2003      30, 2002
                                                           ------------  -------------
                                                                   
OPERATING ACTIVITIES
Net income (loss) . . . . . . . . . . . . . . . . . . . .  $(1,361,922)  $    286,314
Add (deduct) non-cash items
  Amortization. . . . . . . . . . . . . . . . . . . . . .      189,853         76,399
  Gain on restructuring of convertible notes. . . . . . .            -     (1,088,586)
  Loss on warrants liability. . . . . . . . . . . . . . .            -         55,000
  Effective interest on convertible notes and debentures.      860,351        212,539
  Bad debt expense. . . . . . . . . . . . . . . . . . . .       52,653        (42,468)
  Common stock and equivalents issued for services. . . .            -        167,500
  Stock based compensation                                           -         38,878
  Unrealized foreign exchange (gain) loss . . . . . . . .       23,762              -
                                                           ------------  -------------
                                                           $  (235,303)  $   (294,424)
  Net changes in non-cash working capital
    Marketable securities . . . . . . . . . . . . . . . .       (3,114)         8,545
    Accounts receivable . . . . . . . . . . . . . . . . .     (242,567)        53,367
    Prepaid expenses. . . . . . . . . . . . . . . . . . .       17,940        (75,747)
    Accounts payable. . . . . . . . . . . . . . . . . . .      (19,505)       (82,776)
    Accrued payroll liabilities . . . . . . . . . . . . .      (53,511)       (64,166)
    Accrued interest on notes payable . . . . . . . . . .       (7,927)         1,018
    Deferred revenue. . . . . . . . . . . . . . . . . . .       (8,061)       123,761
                                                           ------------  -------------
CASH PROVIDED BY (USED IN) OPERATIONS . . . . . . . . . .  $  (552,048)  $   (330,422)
                                                           ------------  -------------
FINANCING ACTIVITIES
  Issuance of common stock and warrants (net) . . . . . .      625,281        390,920
  Proceeds on exercise of warrants. . . . . . . . . . . .       83,775              -
  Proceeds on exercise of stock options . . . . . . . . .       11,970              -
  Repayment of convertible debt . . . . . . . . . . . . .      (35,332)       (23,340)
  Repayment of notes payable. . . . . . . . . . . . . . .      (47,000)             -
  Repayment of capital lease obligation . . . . . . . . .      (55,619)        (4,062)
  Repayment of bank indebtedness. . . . . . . . . . . . .            -         (2,717)
                                                           ------------  -------------
CASH PROVIDED BY (USED IN) FINANCING. . . . . . . . . . .  $   583,075   $    360,801
                                                           ------------  -------------
INVESTING ACTIVITIES
  Property and equipment (net). . . . . . . . . . . . . .      (17,639)       (10,690)
                                                           ------------  -------------
CASH PROVIDED BY (USED IN) INVESTING. . . . . . . . . . .  $   (17,639)  $    (10,690)
                                                           ------------  -------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS. . . . .       13,388         19,689
Cash and cash equivalents, beginning of period. . . . . .      539,970        126,618
                                                           ------------  -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD. . . . . . . . .  $   553,358   $    146,307
                                                           ============  =============


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


                                        5


                       Stockgroup Information Systems Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     For the Six Months Ended June 30, 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 six-month period ended June 30, 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.

Certain  of  the  comparative  figures  have been reclassified to conform to the
presentation  adopted  in  the  current  period.

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 an operating loss of $480,049 for the six months ended June
30,  2003, and had working capital of $34,990 as at June 30, 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





                                                       June 30, 2003    December 31, 2002
------------------------------------------------------------------------------------------
                                                                
8% Convertible notes, maturing December 31, 2005
  Principal . . . . . . . . . . . . . . . . . . . . .  $            -  $        1,704,000
  Unamortized debt discount . . . . . . . . . . . . .               -            (135,866)
------------------------------------------------------------------------------------------
  Subtotal. . . . . . . . . . . . . . . . . . . . . .  $            -  $        1,568,134
  Current portion . . . . . . . . . . . . . . . . . .               -              81,328
  Long Term Portion . . . . . . . . . . . . . . . . .               -           1,486,806
==========================================================================================


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 $145,895 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.

On  May  12  and  May  28,  2003,  the remaining noteholder converted its entire
principal  balance  of  $1,225,684  into 4,380,000 common shares at a negotiated
conversion  price  of  $0.28. The discount on the conversion price was deemed an
inducement to convert, resulting in an interest expense of $578,590 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  $69,437.


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 June 30, 2003, in addition to the 28,422,371 common shares outstanding, there
were  also  2,504,200  stock  options  and  6,634,013  warrants  outstanding.

Issues  of  common  shares and common share equivalents for the six-month period
ended  June  30,  2003  are  summarized  as  follows:

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

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

During  Q1  2003,  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.

On  April 24, 2003, we issued 75,000 common shares to an employee pursuant to an
exercise  of  options  at  $0.15,  for  gross  proceeds  of  $11,250.


                                        7


On  May  12  and  May  28,  2003,  we  issued a total of 4,380,000 common shares
pursuant  to  a  conversion  of  $1,225,684 of principal of convertible notes at
$0.28.

On  June  4, 2003 we issued 2,746,800 units at C$0.37 (approximately $0.27), for
gross  proceeds  of  C$1,016,316  (approximately  $748,723)  under  a Short Form
Offering.  Each unit consists of one common share and one non-transferable share
purchase  warrant.  Each  two  warrants are exercisable at C$0.75 (approximately
$0.55)  until  June  4,  2004.  We  also issued Agent Options to acquire 274,680
units,  exercisable  at  C$0.37  until  June  4,  2005.


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
                                                            ------------------------------------
                                                                                      Weighted
                                                Shares                                 Average
                                              available     Number of    Price per    Exercise
                                              for grant       shares       share        Price
------------------------------------------------------------------------------------------------
                                                                          
Balance at December 31, 2002                     898,278     2,602,700   $0.12 - 0.59  $    0.20
Options exercised. . . . . .                           -       (79,800)          0.15       0.15
Options forfeited. . . . . .                           -       (18,700)   0.15 - 0.31       0.21
------------------------------------------------------------------------------------------------
Balance at June 30, 2003 . .                     898,278     2,504,200   $0.12 - 0.59  $    0.20
================================================================================================


Warrants

As  at  June 30, 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 June      Price           Date
             1, 2003                                       30, 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
Series 8.            -     1,373,400         -         -    1,373,400        0.55     June 4, 2004
Series 9.            -       274,680         -         -      274,680        0.27     June 4, 2005
Series 10            -       137,340         -         -      137,340        0.55     June 4, 2004
----------------------------------------------------------------------------------------------------
             5,183,693     1,785,420   335,100         -    6,634,013
====================================================================================================


(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.


                                        8


4.  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION

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 and complies with the disclosure provisions of Statement
of Accounting Standards No. 123 "Accounting for Stock-Based Compensation" ("SFAS
123"),  as amended by Statement of Accounting Standards No. 148, "Accounting for
Stock-Based  Compensation  -  Transition  and  Disclosure - an amendment of FASB
Statement  No.  123"  ("SFAS  148").

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




                          For  the  three  months  ended     For  the  six  months  ended
                          June 30, 2003    June 30, 2002     June 30, 2003    June 30, 2002
--------------------------------------------------------------------------------------------
                                                                 
Net income (loss) -
  as reported . . . . .  $     (893,737)  $      (370,904)  $   (1,361,922)  $      286,314
Add:  Stock-based
  employee compensation
  expense included
  in reported net
  income. . . . . . . .               -            11,310                -           38,878
Deduct: Stock-based
  employee compensation
  expense determined
  under the fair value-
  based method
  for all awards. . . .          (5,025)          (97,087)         (13,399)        (245,603)
                         ---------------  ----------------  ---------------    -------------
Net income - pro forma.  $     (898,762)  $      (456,681)  $   (1,375,321)  $       79,589
                         ===============  ================  ===============    =============
Net income per share
  As reported . . . . .  $        (0.04)  $         (0.03)  $        (0.06)  $         0.02
  Pro forma . . . . . .           (0.04)            (0.03)           (0.06)            0.01


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 six months ended June
30,  2003.


                                        9


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

                                       For the  three  and  six  months  ended
                                              June 30, 2003  June 30, 2002
Dividend  yield                                     0%            0%
Weighted  average  expected  life  (years)          4.06          4.50
Risk-free  interest  rate                           4.30%         3.83%
Expected  volatility                              121%          214%


5.  SEGMENTED  INFORMATION

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



                           For  the  three months  ended   For  the  six  months  ended
                           June 30, 2003   June 30, 2002   June 30,2003   June 30, 2002
                                                            
Public Company
  Disclosure and
  Awareness Products .   $      380,380   $    242,190   $     765,960   $    527,366
Financial Software and
  Content Systems. . .          308,149        165,513         524,281        322,578
---------------------------------------------------------------------------------------
                         $      688,529   $    407,703   $   1,290,241   $    849,944
=======================================================================================


During  the  first six 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.

In  addition,  the  company  is  subject  to  various other legal matters in the
ordinary course of business. It is not possible at this time to predict with any
certainty  the outcome of such litigation. Management believes that the ultimate
resolution  of  these  matters would not have a material effect on the Company's
financial  position  or  results  of  operations.

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.


                                       10


8.  SUBSEQUENT  EVENTS

a)   On  July  4, 2003 Stockgroup notified Stockhouse Media Corporation that, in
     accordance  with  the  terms of the Joint Venture Development and Operating
     Agreement  dated  June 19, 2002, we would be purchasing their remaining 35%
     interest  in  the  assets  contemplated in the agreement for 920,000 common
     shares  of  Stockgroup.  As  of August 13, 2003 the transaction had not yet
     taken  place.
b)   On  July 16, 2003 Stockgroup closed the second and final part of it's Short
     Form  Offering,  issuing  996,000 units at C$0.37 (approximately $0.27) for
     gross  proceeds  of  C$368,520 (approximately $265,868). Net proceeds after
     issue  costs  were  approximately  $222,058.

Item  2. Management's Discussion and Analysis of Financial Condition and Results
Of  Operations

RESULTS  OF  OPERATIONS  - THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30,
2002

The results of the first six 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  Q2  2002 on both a three-month and six-month
     basis.  We  continue  to  adapt  to  the  changes  in  the  markets.

                                                       Revenue and Gross Profits
--------------------------------------------------------------------------------
Revenue  Summary  ($000s)



                                        2003         2002      Change ($)    Change (%)
                                    -----------  -----------  ------------  -----------
                                                                
  For the 6 months ended June 30
  Total revenues . . . . . . . . .  $     1,290  $       850  $        440        +52%
  Breakdown of major categories:
    Public Company Disclosure. . .          766          527           239        +45%
    Financial Software and Content          524          323           201        +62%

  For the 3 months ended June 30
  Total revenues . . . . . . . . .  $       689  $       408  $        281        +69%
  Breakdown of major categories:
    Public Company Disclosure. . .          381          242           139        +57%
    Financial Software and Content          308          166           142        +86%


Our Public Company Disclosure and Awareness Products revenue stream contains the
revenue  generated by the Stockhouse websites, which account for a large portion
of the increase in 2003 over 2002.  We acquired the Stockhouse web property late
June  2002.

Financial Software and Content Systems revenue has grown at a steady rate due to
its  long  term  contractual  nature.  As  new  clients are added, the effect on
revenue  is felt incrementally over time rather than immediately.  This gives us
a  good  base  of  revenue which will recur for the life of the contract.  In Q2
2003  we  also  earned a large development fee from National Bank Financial, for
developing the portion of their public Website which will contain the Stockgroup
financial  tools.


                                       11


Cost  of  Revenues  and  Gross  Profit  Summary  ($000s)



                                       2003           2002       Change ($)     Change (%)
                                   ------------  ------------  -------------    ----------
                                                                 
  For the 6 months ended June 30
  Total cost of revenues. . . . .  $       334   $       334   $         0           0%
  Gross profit. . . . . . . . . .          957           516           441         +85%
  Gross margin %. . . . . . . . .           74%           61%          +13%

  For the 3 months ended June 30
  Total cost of revenues. . . . .  $       176   $       169   $         7          +4%
  Gross profit. . . . . . . . . .          512           238           274        +115%
  Gross margin %. . . . . . . . .           74%           58%          +16%


Our  cost  of  revenues consists of bandwidth, data feeds, advertising purchased
for  resale,  and  direct  production  labor.  Cost  of  revenues  has  remained
relatively  flat  when  comparing year over year numbers, partly a reflection of
the  fixed  nature  of  our direct costs.  With the acquisition of Stockhouse, a
high traffic Website, our bandwidth and data costs have risen, but our decreased
emphasis  on highly labor-intensive revenue has caused our direct labor costs to
decrease.

Because  our  cost  of  revenues  have  remained relatively flat while sale have
increased,  our  gross profit has increased, both in dollar value and percentage
of  sales.

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.

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 86% over the
same  period  a year ago, and up 43% quarter over quarter from the first quarter
2003.  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
--------------------------------------------------------------------------------

Operating Expenses Summary ($000s)


                                       2003         2002       Change ($)   Change (%)
                                      -------      -------     ----------   ----------
                                                               
For the 6 months ended June 30
Total operating expenses              $1,437       $1,044         $393         +38%
Breakdown:
Sales and marketing                     325          230           95          +41%
General and administrative             1,112         814          298          +37%

For the 3 months ended June 30
Total operating expenses               $740         $570          $170         +30%
Breakdown:
Sales and marketing                     166          138           28          +20%
General and administrative              574          432          142          +33%



                                       12


Sales  and  marketing  expenses  increased  when  comparing  with 2002 due to an
increase  in  our  number  of sales staff. The compensation expense arising from
this  increase  in  sales staff accounts for the increase in sales and marketing
expense  year  over  year.

General  and  administrative  expenses also increased in Q2 2003 compared to the
same  period  2002.  This  increase  is due to several factors. The most notable
increase  has  been  a general increase in payroll expense, which is our largest
expense  category.  We have also had increases in amortization as the Stockhouse
website  asset  is being amortized over three years on a straight line basis and
the related server equipment leased concurrently with the Stockhouse acquisition
is  being  amortized  over two years straight line. Other increases have been in
filing,  regulatory, and investor relations expenses due to our inter-listing on
the  TSX  Venture  Exchange  in Canada, and bad debts expense caused by our more
conservative  risk  assessment  policies  on  our  accounts  receivable. Foreign
exchange  loss has increased as well, as the Canadian dollar has generated value
relative  to  the  United  States  dollar,  and  the  majority  of our expenses,
including  payroll,  are  in  Canadian  dollars.

                                         Other Income (Expense) and Income Taxes
--------------------------------------------------------------------------------

Interest  and  Other  Expenses  Summary  ($000s)



                                         2003         2002
                                     ------------  ----------
                                             
  For the 6 months ended June 30
  Total interest and other expenses  $      (882)  $  814
  Breakdown:
    Cash interest expense . . . . .          (25)     (10)
    Non-cash interest expense on
      conversion of 8% convertible
      notes . . . . . . . . . . . .         (860)     (52)
    Non-cash interest expense on
      conversion of 3% convertible
      debentures. . . . . . . . . .            -     (160)
    Loss on warrants liability. . .            -      (55)
    Gain on restructuring of
      convertible notes . . . . . .            -    1,089
    Other income. . . . . . . . . .            3        2

  For the 3 months ended June 30
  Total interest and other expenses  $      (666)  $  (40)
  Breakdown:
    Cash interest expense . . . . .          (12)      (4)
    Non-cash interest expense on
      conversion of 8% convertible
      notes . . . . . . . . . . . .         (657)     (34)
    Other income. . . . . . . . . .            3       (2)



Cash interest, either already paid or payable after the quarter end, consists of
interest  on  notes  payable and capital leases. The remaining $0.860 million of
interest  for  the  first six months of 2003 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 six months 2003 and the same six months
2002.  Due  to  our  net  loss  position, we did not accrue tax in the first six
months  of  2003. As at the most recent year end, we 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 six months of 2003 was $1.362 million compared to a
gain  of  $0.286  million  in  the  first  six months 2002, a decrease of $1.648
million.  The  decrease  is  due  largely  to  the  non-cash interest expense as
described  above, in 2003 combined with the large non-cash gain on restructuring
of our convertible notes in 2002.  The removal of the convertible notes from our
balance  sheet,  which was completed in January and May 2003,  should reduce the
net  income  volatility  in  the  future.


                                       13


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.

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

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

LIQUIDITY  AND  CAPITAL  RESOURCES
--------------------------------------------------------------------------------

We  ended the second quarter of 2003 with cash and cash equivalents of $553,358,
an  increase  of  $375,282  from  March  31, 2003. This compares with a net cash
decrease of $74,935 in Q3 2002, a net cash increase of $468,598 in Q4 2002 and a
net  cash  decrease  of  $361,894  in  Q1  2003.  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.


                                       14


Our  cash  used  in operations for the first six months of 2003 was $552,048. We
repaid  $35,332 of our convertible notes, and $47,000 in notes payable.  Another
use  of  cash was repayment of capital leases, totaling $55,619. Sources of cash
included  $95,745  for proceeds from exercise of warrants and stock options, and
$625,281  from  issuance  of  shares  and  warrants under a Short Form Offering.

You  should  be  cautioned that there can be no assurance that revenue, margins,
and  profitability  will increase. We have $223,994 of notes payable and $79,430
of  capital lease obligations due within the next 12 months. As certain of these
notes  and  capital  leases,  as  well  as certain other current liabilities are
denominated  in Canadian dollars, fluctuations in exchange rates with the United
States  can  have  an  effect on the USD equivalent liabilities. 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.


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
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.


                                       15


7.     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.

8.     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.

9.     On  May  9,  2003,  we announced with the Associated Press that they had
signed  Road  Runner  high  speed  internet,  owned  by  Time Warner cable, to a
licensing agreement to use AP Financial Tools, which are powered by Stockgroup's
Financial  Software  and  Content  Systems.

10.     On  May  23,  2003,  we  announced  that  Deephaven converted the entire
remaining  balance  of  its  convertible notes into common shares. The principal
balance  of  $1.2MM was converted at a negotiated conversion price of $0.28 into
4.4MM  common  shares. This conversion removes all the convertible debt from our
balance  sheet.  The  conversion  was done through an investor group led by U.S.
Global  Funds  (NASDAQ:GROW),  an  institutional fund which acquired 2.4 million
shares  of  Stockgroup  in  the  transaction.

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


DESCRIPTION  OF  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.


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

                                       16


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.

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.


                                       17


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  Associated  Press, The Canadian Press and through our 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
-    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:


                                       18


-    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 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.

We  recently  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:

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.


                                       19


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.

Advertising  Sponsorship, 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

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

The  following  table sets forth high and low bid prices for our common stock on
the OTC Bulletin Board for the quarterly periods ending June 30, 2002 through to
June  30,  2003.  These  prices  represent  quotations  between  dealers without
adjustment  for  retail  markup,  markdown  or  commission and may not represent
actual  transactions.

     Quarter  Ending:     High         Low        Volume
---------------------------------------------------------

June  30,  2002         $  0.260    $  0.147    2,734,400
September  30,  2002    $  0.200    $  0.125    1,785,900
December  31,  2002     $  0.270    $  0.140    6,072,100
March  31,  2003        $  0.380    $  0.205    4,858,400
June  30,  2003         $  0.380    $  0.219    7,464,200
---------------------------------------------------------

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


                                       20


     Quarter  Ending:             High          Low       Volume
----------------------------------------------------------------

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

Holders

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


DIVIDENDS

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  4.  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

Pacific  Capital  Markets  Inc.
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.


                                       21


As  of July 31, 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.

Stockhouse  BullBoards  Legal  Issues
We  have  been  named  in  two  lawsuits  that we are aware of involving alleged
defamation  by users of our BullBoards on www.Stockhouse.com (.ca).  In one case
we  have received written assurance from the plaintiff that we have been removed
from  the  list  of  defendants  due  to  our  non-involvement  in  the  alleged
defamation.  In the other case we are co-operating with the plaintiff and expect
to  be  removed  from  further  action  without  having  to incur legal costs of
defense.  In the future we may be named in other lawsuits, although we currently
are unaware of any pending.  We believe that our risk of incurring losses and/or
legal  expenses  from  such  lawsuits  is  low.

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.

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

There  were  no  matters  submitted  to  a  vote.

Item  6.  Exhibits  and  Reports  on  Form  8-K

     1.  Reports  on  Form  8-K  (incorporated  by  reference  only)

          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.

          31  (a)  CEO  Section  302  Certification
              (b)  CFO  Section  302  Certification

          32  (a)  CEO  Section  906  Certification
              (b)  CFO  Section  906  Certification

FORWARD LOOKING STATEMENTS AND RISK FACTORS

This report includes forward-looking statements relating to, among other things,
projections  of  future  results  of  operations,  our  plans,  objectives  and
expectations  regarding  our future services and operations and general industry
and  business  conditions  applicable to us. We have based these forward-looking
statements  on our current expectations and projections about future events. You
can  find  many of these forward-looking statements by looking for words such as
"may,  "should",  "believes",  "expects", "anticipates", "estimates", "intends",
"projects", "goals", "objectives", or similar expressions in this document or in
documents incorporated herein. These forward-looking statements are subject to a
number  of risks, uncertainties and assumptions about us that could cause actual
results to differ materially from those in such forward-looking statements. Such
risks,  uncertainties  and  assumptions  include,  but  are  not limited to, the
factors  that we describe in the section entitled "Risk Factors" in the Form 10K
for the year ended December 31, 2002. Stockgroup Information Systems Inc. claims
the  protection  of  the safe harbor for forward-looking statements contained in
the  Private  Securities  Litigation  Reform  Act  of  1995.

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:  August 14, 2003             By:  /s/  David  Gillard,  CGA
                                   ---------------------------------------------
                                   Chief  Financial  Officer,  Secretary  &
                                   Treasurer


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