U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                          STOCKGROUP.COM HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          Colorado                                      84-1379282
(State of other jurisdiction of             (IRS Employer identification number)
 incorporation of organization)

                         Suite 500-750 W. Pender Street
                 Vancouver, B.C., Canada V6C 2T7 (604) 331-0995
        (Address, including postal code, and telephone number, including
                   area code, of principal executive offices)

                   1999 Incentive Stock Option Plan As Amended
                            (Full Title of the Plan)

                   Marcus New                   Copies of all communications to:
        c/o Corporation Service Company                  Joseph Sierchio
                 1560 Broadway                       Sierchio & Albert, P.C.
                Denver, CO 80202                150 East 58th Street, 25th Floor
                 (303) 860-7052                     New York, New York 10155
    (Name, Address and telephone number                    (212) 446-9500
              of Agent for Service

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
 Title of securities       Amount to be      Proposed maximum offering    Proposed maximum aggregate       Amount of
   to be registered         registered         price per share(1)(2)            offering price          Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                        <C>                       <C>
Common Shares               2,000,000                 N/A                       $3,820,100                 $1,062
(no par value)
------------------------------------------------------------------------------------------------------------------------
Total                       2,000,000                 N/A                       $3,820,100                 $1,062
========================================================================================================================
</TABLE>

(1)  The closing price for the Registrant's common stock in the over-the-counter
     market on November 15, 1999 was $2.32 per share.

To date,  Registrant  has  granted  the  following  number of  options  with the
following respective exercise prices per share:

           105,000      $0.01                          8,000     $3.437
           640,800      $0.94                          2,500     $3.50
           692,000      $2.50                         10,000     $3.75
             8,000      $2.75                         24,000     $3.875
             8,000      $2.937                        16,000     $4.00
            23,000      $3.00                          8,000     $4.437
            18,000      $3.062                        10,000     $5.625
             5,000      $3.25

     Pursuant to Rule 457(c) and 457(h)(i),  the registration fee was calculated
on the basis of these figures.

(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement  also covers an  indeterminate  amount of interests to be offered
     and sold pursuant to the employee benefit plan described herein.

<PAGE>


                                EXPLANATORY NOTE

     This  Registration  Statement on a Form S-8  includes a Reoffer  Prospectus
prepared in accordance  with the  requirements of Form S-3 which may be used for
the reoffer and resale of securities  registered hereby, by certain officers and
directors of the Company who may be deemed  "affiliates"  of the Company as that
term is defined in Rule 405 under the Securities Act of 1933, as amended.

                                       ii

<PAGE>



                                   PROSPECTUS
                                2,000,000 SHARES
                          STOCKGROUP.COM HOLDINGS, INC.
                            1999 STOCK INCENTIVE PLAN
                           COMMON STOCK, NO PAR VALUE

     This  Prospectus  is part of a  registration  statement  which  we filed to
register  2,000,000 shares of our common stock.  These shares may be issued upon
the  exercise  of stock  options  which  we have  granted  and may  grant to our
employees,  consultants,  officers and directors  under our 1999 Incentive Stock
Option Plan, as amended (the "Plan").  Our common stock is quoted for trading on
the NASD's over the counter  electronic  bulletin  board (the "OTCBB") under the
symbol SWEB.

     This  Prospectus  relates to offers and sales of shares of our common stock
by certain directors, consultants and advisors of the Company (collectively, the
"Selling  Shareholders") who may be deemed to be "affiliates" of the Company, as
defined in Rule 405 under the  Securities  Act of 1933,  as  amended.  Shares of
common  stock  may be  acquired  or have been  acquired  by those  persons  upon
exercise of stock options  granted  pursuant to the Plan. The shares that may be
acquired by the  Selling  Shareholders  pursuant  to the Plan are called  "Award
Shares."  Although  the  expenses  of  preparing  and  filing  the  registration
statement,  of which this  Prospectus  is a part,  are being paid by us, we will
receive no part of the proceeds of any such sales.  However, we will receive the
proceeds from the exercise, if any, of the stock options granted pursuant to the
Plan.

     Our  principal  office is  located at Suite 500 - 750 West  Pender  Street,
Vancouver,  B.C.,  Canada  V6C 2T7  (Telephone  No.  (604)  331-0995).  We are a
corporation formed under and governed by the laws of the State of Colorado.

                     SEE "RISK FACTORS" FOR CERTAIN FACTORS
                  RELATING TO THE COMPANY BEGINNING ON PAGE 5.

     Neither The  Securities And Exchange  Commission  Nor Any State  Securities
     Commission  Has Approved Or  Disapproved  Of The Award Shares Or Determined
     That This Prospectus Is Accurate.  Any  Representation To The Contrary Is A
     Criminal Offense.

As of the date of this  Prospectus,  1,578,300  stock  options have been granted
under the Plan.

     The Award  Shares may be sold from time to time to  purchasers  directly by
any of the Selling  Shareholders.  Alternatively,  the Selling  Shareholders may
sell Award  Shares in one or more  transactions  (which may  involve one or more
block  transactions) in sales occurring on the OTC BB, in separately  negotiated
transactions or in a combination of  transactions.  Each sale may be made either
at market prices  prevailing  at the time of such sale or at negotiated  prices;
some or all of the Award Shares may be sold through  brokers acting on behalf of
the  Selling  Shareholders  or to dealers  for resale by such  dealers;  and, in
connection with these sales, the brokers or dealers may receive  compensation in
the form of discounts or commissions  from the Selling  Shareholders  and/or the
purchasers  of such  shares  from whom  they may act as  broker or agent  (which
discounts or commissions  are not expected to exceed those customary in the type
of transaction  involved).  However,  any securities  covered by this Prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold
under Rule 144 rather  than  pursuant to this  Prospectus.  Please also refer to
"Plan of Distribution."

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

                The date of this Prospectus is November 16, 1999.


                                       1
<PAGE>


                                TABLE OF CONTENTS

Incorporation of Certain Information by Reference............................2

The Company..................................................................4

Risk Factors.................................................................5

Use of Proceeds.............................................................25

Selling Shareholders........................................................25

Plan of Distribution........................................................26

Description of Securities...................................................27

Interests of Named Experts and Counsel......................................27

SEC Position Regarding Indemnity............................................27

Available Information.......................................................27

     We have not  authorized  any person to give any  information or to make any
representations  to you that are not contained in this Prospectus.  You must not
rely upon any information not contained in this Prospectus.

     This Prospectus  does not constitute an offer of any securities  other than
the Award  Shares that may be offered  hereby or an offer of Award Shares to any
person in any jurisdiction  where such offer would be unlawful.  The delivery of
this Prospectus or any sale made through its use at any time does not imply that
the information herein is correct as of any time subsequent to its date.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by us with  the  Securities  and  Exchange
Commission are incorporated herein by reference and made a part hereof:

     1.   Our latest  Annual  Report on Form  10-KSB  for the fiscal  year ended
          December 31, 1998 filed  pursuant to Section 13(a) of the Exchange Act
          which  contains  financial  statements  for our latest fiscal year for
          which a form 10-KSB was required to have been filed.

     2.   Our  Current  Report  filed on Form 8-K with the SEC on March 19, 1999
          pursuant to Section 13 or 15(d) of the Exchange Act and the amendments
          thereto filed with the SEC on March 24, 1999 and May 11, 1999.


                                       2
<PAGE>


     3.   Our  Quarterly  Reports  filed on Form  10-QSB with the SEC on May 13,
          1999  pursuant to Section 13 or 15(d) of the  Exchange Act of 1934 for
          the period ending March 31, 1999.

     4.   Our  Current  Report  filed on Form 8-K with the SEC on June 25,  1999
          pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

     5.   Our  Current  Report  filed on Form  8-K with the SEC on July 9,  1999
          pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

     6.   Our  Quarterly  Report  filed on Form  10-QSB with the SEC on July 12,
          1999  pursuant to Section 13 or 15(d) of the  Exchange Act of 1934 for
          the period ended June 30, 1999.

     7.   The  description  of our  securities  contained  in  our  registration
          statement on Form 10-SB, as amended, filed on June 29, 1998.

     8.   In addition to the  foregoing,  all  documents  subsequently  filed by
          Stockgroup.com pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
          Securities  Act,  prior to the  filing of a  post-effective  amendment
          which indicated that all remaining  securities  offered have been sold
          or which  registers all  securities  then remaining  unsold,  shall be
          deemed to be incorporated by reference in this Registration  Statement
          and to be part thereof from the date of filing such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by  reference  in this  Prospectus  is  deemed to be  modified  or
superseded for the purposes of this Registration  Statement to the extent that a
statement  contained  in this  Prospectus  or in any  other  subsequently  filed
document  which also is or is deemed to be  incorporated  by  reference  in this
Prospectus  modifies or supersedes such statement.  Any statement so modified or
superseded is not be deemed, except as so modified or superseded,  to constitute
a part of this Registration Statement.

     This Prospectus  incorporates documents by reference that are not presented
in it or delivered  with it. We will  provide,  without  charge,  to each person
(including  any  beneficial  owner) to whom this  Prospectus is delivered,  upon
written or oral request of that person, a copy of any and all of the information
that has been  incorporated  by  reference  in this  Prospectus  (not  including
exhibits to such information unless such exhibits are specifically  incorporated
by reference into such  information).  Those requests should be directed to John
Dawe, Vice President Finance,  Secretary & Treasurer, at our principal executive
offices at Suite 500-750 West Pender  Street,  Vancouver,  B.C.,  Canada V6C 2T7
(604) 331-0995.



                                       3
<PAGE>


                                   THE COMPANY

     Stockgroup.com  Holdings,  Inc. was incorporated under the laws of Colorado
on December 6, 1994 under the name of I-Tech Holdings  Group,  Inc. On March 11,
1999, we acquired Stock Research Group, Inc. ("our  subsidiary") and underwent a
change in control. Through our subsidiary,  we commenced our present business at
that time.  Prior to that time we were engaged in the design and  implementation
of  websites.  All  descriptions   concerning  our  business  included  in  this
Prospectus incorporate our subsidiary. On May 6, 1999, we officially changed our
name from I-Tech Holdings Group, Inc. to Stockgroup.com Holdings, Inc.

     Our  executive  offices are located at Suite 500 - 750 West Pender  Street,
Vancouver,  British  Columbia V6C 2T7. We also maintain offices in New York, San
Francisco,  Toronto and  Calgary.  We are a reporting  issuer under the Exchange
Act.

Our Business

     We are an investment  information  online  "Community"  with viewers in the
United States, Canada and abroad. The "Community" model is based on the creation
and  fostering  of an  Internet  site  which  provides  members  with a range of
services  and content  which are  targeted  toward a certain  area of  interest.
Community  sites  are  generally  designed  to  foster  a  user's  creative  and
interactive  experience.  Content is generally  based around  themes of interest
such as News, Business,  Entertainment,  Life, Art, Career Information, Romance,
Sports, Technology,  Travel, etc. By satisfying the personal and practical needs
of its  users,  an online  Community  seeks to become  the  users  online  home.
Generally,  a Community's revenue sources include the sale of advertising,  with
additional  revenues generated through  e-commerce  arrangements and the sale of
membership subscriptions for enhanced services.

     We focus on business  and  financial  news and  information  for  investors
interested in micro and small capitalization companies. These are companies that
have market capitalization (defined as shares outstanding times the market price
per  share)  of less  than $750  million  in the case of "small  capitalization"
companies or $50 million in the case of "micro capitalization" companies.

     Our main  website,  www.smallcapcenter.com,  acts as a portal for investors
researching,  analyzing,  and discussing micro and small cap stocks and markets.
This website provides  newsworthy micro and small cap information to hundreds of
thousands of investor  viewers as well as  disseminating  information  about our
corporate  clients.  This information  includes  detailed profiles of companies,
industry news,  stock quotes,  charts,  daily market reports,  news releases and
other investment  tools. Our Community is multi-tiered and includes both general
interest and  industry-specific  areas  including:  Computer  Hardware/Software;
Telecomm;      Mining/Exploration;      Technology;     Automotive;     Oil/Gas;
Financial/Insurance;   Medical  Tech;  Manufacturing;   Biotech;  Environmental;
Food/Beverage  Tech;  Real Estate;  and  Entertainment.  We believe that we have
become a primary provider of timely,  accurate  investment  information to micro
and small cap investors.


                                       4
<PAGE>

     Our subsidiary has been in operation  since 1995 and  historically  has had
three sources of revenue:  (i) financial products for public companies' Internet
sites; (iii) marketing services; and (iii) advertising.

     Our business is characterized by rapid  technological  change,  new product
development and evolving industry standards. Our business involves various risks
and  uncertainties,  including our limited operating history, a new and unproven
business model and the limited history of commerce on the Internet.  Our success
may  depend in part  upon the  emergence  of the  Internet  as a  communications
medium,  prospective  product  development  efforts  and the  acceptance  of our
products and services by the marketplace.  As part of our strategic  development
plans,  we invest  significant  resources  in research  and  development  of new
products and services.

     As of October, 1999 we had 53 employees, of which 51 were full time.

                                  RISK FACTORS

     The  following  factors  should be considered  carefully in evaluating  the
Company and its business  before  purchasing  the common shares  offered by this
Prospectus.

Our limited  operating  history makes the evaluation of our current business and
the forecasting of our future results difficult.

     We have a limited  operating  history upon which an  evaluation  of us, our
current  business  and  our  prospects  can be  based,  each  of  which  must be
considered in light of the risks,  expenses and problems frequently  encountered
by all companies in the early stages of  development,  and  particularly by such
companies entering new and rapidly developing markets like the Internet.

Risks related to the Internet may affect our success.

     There are many risks  associated  with  operations on the Internet that may
adversely  affect our  success.  Such risks  include,  without  limitation,  the
following:

o    the lack of broad  acceptance of the Community  model (as described on page
     4) on the Internet

o    the possibility  that the Internet will fail to achieve broad acceptance as
     an advertising  and commercial  medium

o    our  inability  to attract or retain  viewers  or to  generate  significant
     advertising  revenues or subscription  service  revenues from our corporate
     clients

o    a new and relatively unproven business model

o    our ability to anticipate and adapt to a developing market


                                       5
<PAGE>


o    the failure of our network infrastructure  (including its servers, hardware
     and software) to efficiently handle its Internet traffic

o    changes in laws that adversely affect our business

o    our  ability  to  manage  effectively  our  rapidly  expanding  operations,
     including  the amount and timing of capital  expenditures  and other  costs
     relating to the expansion of our operations

o    the introduction and development of different or more extensive Communities
     by our direct and indirect  competitors  of,  including  those with greater
     financial, technical and marketing resources

o    our inability to maintain and increase levels of traffic on our Web site

o    our  inability to attract,  retain and  motivate  qualified  personnel  and
     general economic conditions.

Our recent revenue growth may not continue in the future.

     There can be no assurance  that the revenue  growth we have  experienced in
recent periods will continue or increase.  Our limited  operating  history makes
the prediction of future results  difficult or impossible  and,  therefore,  our
recent  revenue  growth  should not be taken as an indication of any growth that
can be expected in the future. Furthermore,  our limited operating history leads
us to believe that period-to-period comparisons of our operating results are not
meaningful  and that the results for any period  should not be relied upon as an
indication  of future  performance.  To the extent that  revenues do not grow at
anticipated rates, our business,  results of operations and financial  condition
would be materially and adversely affected.

We anticipate losses for the foreseeable future.

     We have not achieved  profitability in the current period and we anticipate
that we will continue to incur net losses for the foreseeable future. The extent
of these  losses will depend,  in part,  on the amount of our growth in revenues
from advertising sales, client product and marketing services and sales revenues
and  subscription  fees from new  services.  As of December 31, 1998,  we had an
accumulated  deficit of CDN$35,000.  We expect that our operating  expenses will
increase significantly during the next several years, especially in the areas of
sales  and  marketing,   product  development  and  general  and  administrative
expenses.  Thus,  we  will  need  to  generate  increased  revenues  to  achieve
profitability. To the extent that increases in our operating expenses precede or
are not subsequently followed by corresponding increases in revenues, or that we
are unable to adjust operating expense levels accordingly, our business, results
of  operations  and  financial  condition  would  be  materially  and  adversely
affected.  There  can be no  assurance  that we will  ever  achieve  or  sustain
profitability or that our operating losses will not increase in the future.

Our future  success is dependent on  continued  growth in use of and  commercial
viability of the Internet.

     Our future success is substantially  dependent upon continued growth in the
use of the


                                       6
<PAGE>


Internet. To support advertising sales, and product and marketing services sales
revenues on www.smallcapcenter.com,  the Internet's recent and rapid growth must
continue,  and use of the Internet must become widespread.  None of these can be
assured.  The Internet may prove not to be a viable  information  communications
medium  and  information  marketplace.  Additionally,  due  to  the  ability  of
consumers to easily compare prices of similar  products or services on competing
Web sites,  gross  margins  for the  services  marketed  by us may narrow in the
future and, accordingly,  our revenues may be materially negatively impacted. If
use of the  Internet  does  not  continue  to grow,  our  business,  results  of
operations and financial condition would be materially and adversely affected.

     Additionally,  there are  several  issues  that  could  lead to  resistance
against the acceptance of the Internet as a viable  commercial  marketplace.  To
the extent that the Internet  continues to experience  significant growth in the
number  of  users  and the  level of use,  there  can be no  assurance  that its
technical  infrastructure will continue to be able to support the demands placed
upon it. The necessary  technical  infrastructure  for significant  increases in
electronic news  dissemination and e-commerce  related to it, such as a reliable
network  backbone,  may not be timely and  adequately  developed.  In  addition,
performance improvements,  such as high-speed modems, may not be introduced in a
timely fashion.  Furthermore,  security and authentication concerns with respect
to transmission  over the Internet of confidential  information,  such as credit
card numbers,  may remain.  Also,  the Internet  could lose its viability due to
delays in the development or adoption of new standards and protocols required to
handle  increased  levels  of  activity,   or  due  to  increased   governmental
regulation.  Changes  in  or  insufficient  availability  of  telecommunications
services could result in slower response times and adversely affect usage of the
Internet.  To the  extent  the  Internet's  technical  infrastructure  does  not
effectively  support  the  growth  that may  occur,  our  business,  results  of
operations and financial condition would be materially and adversely affected.

     Our  business  model and  acceptance  of our  products  is  unproven in the
developing market in which we operate.

     Our business model is new and relatively  unproven.  The model depends upon
our ability to generate  multiple  revenue streams by  diversifying  our product
offerings.  To be successful,  we must,  among other things,  develop and market
products  and  services  that  achieve  broad  market  acceptance  by its users,
advertisers and client subscriber companies.  There can be no assurance that any
Internet Community, including www.smallcapcenter.com,  will achieve broad market
acceptance.  Accordingly, no assurance can be given that our business model will
be successful or that it can sustain revenue growth or be profitable.

     The market for our  products and services is new,  rapidly  developing  and
characterized by an increasing  number of market entrants.  As is typical of any
new and rapidly  evolving  market,  demand and market  acceptance  for  recently
introduced  products and services are subject to a high level of uncertainty and
risk. Moreover, because this market is new and rapidly evolving, it is difficult
to predict its future growth rate, if any, and its ultimate  size. If the market
fails to develop,  develops more slowly than expected or becomes  saturated with
competitors,  or if our products  and services do not achieve or sustain  market
acceptance, our


                                       7
<PAGE>


business,  results of operations and financial condition would be materially and
adversely affected.

If our  efforts to  achieve a strong  brand  identity  are not  successful,  our
business and operating results will be materially adversely affected.

     We believe that  establishing and maintaining  brand identity is a critical
aspect of efforts to attract and expand our viewer  base,  Internet  traffic and
advertising  and  commerce  relationships.  Furthermore,  we  believe  that  the
importance of brand recognition will increase as low barriers to entry encourage
the  proliferation  of Internet  sites.  In order to attract and retain viewers,
advertisers and subscriber clients, and in response to competitive pressures, we
intend to increase our financial  commitment to the creation and  maintenance of
brand  loyalty  among these groups.  We plan to  accomplish  this,  although not
exclusively,  through advertising campaigns in several forms of media, including
television, print, online media, and other marketing and promotional efforts. If
we do not  generate  a  corresponding  increase  in  revenue  as a result of our
branding efforts or otherwise fail to promote our brand  successfully,  or if we
incur  excessive  expenses in an attempt to promote and maintain our brand,  our
business,  results of operations and financial condition would be materially and
adversely affected.

     Promotion and enhancement of the smallcapcenter.com brand will also depend,
in part, on our success in providing a high-quality "Community Experience." Such
success cannot be assured. If viewers,  users,  advertisers and commerce vendors
do not perceive Smallcapcenter.com's Community experience to be of high quality,
or if we introduce new services or enter into new business ventures that are not
favorably  received  by such  parties,  the value of our brand could be diluted.
Such brand dilution could decrease the attractiveness of  Smallcapcenter.com  to
such parties,  and could materially and adversely affect the Company's business,
results of operations and financial condition.

We rely significantly on advertising  revenues,  the level of which is difficult
to  predict  and will  depend on the  amount of  "traffic"  on our  website  and
advertisers' acceptance of the internet - based advertising medium.

     We  derive  a  significant  portion  of  our  revenues  from  the  sale  of
advertisements  on our site, and expect to continue to do so for the foreseeable
future.  Our  business  model  therefore  is highly  dependent  on the amount of
"traffic" on  Smallcapcenter.com,  which has a direct effect on our  advertising
revenues.  We are in the early stages of implementing our  international  branch
network and our  advertising  sales programs,  which,  if not successful,  could
materially  and  adversely  affect  our  business,  results  of  operations  and
financial condition.

     Our ability to generate  significant  advertising  revenues will depend, in
part, on our ability to create new  advertising  programs  without  diluting the
perceived value of our existing  programs.  Our ability to generate  advertising
revenues will depend also, in part, on  advertisers'  acceptance of the Internet
as an attractive  and  sustainable  medium,  the


                                       8
<PAGE>


development of a large base of users of our products and services, the effective
development of Web site content that provides user  demographic  characteristics
that will be attractive to advertisers,  and government regulation. The adoption
of  Internet-based  advertising,  particularly  by those  advertisers  that have
historically relied upon traditional  advertising media, requires the acceptance
of a new way of conducting business and exchanging information.  There can be no
assurance  that the market for Internet  advertising  will continue to emerge or
become  sustainable.  If the market  develops  more  slowly than  expected,  our
business,  results of operations and financial condition could be materially and
adversely affected.

     The  Internet  as an  advertising  medium  has  not  been  available  for a
sufficient   period  of  time  to  gauge  its  effectiveness  as  compared  with
traditional  advertising  media.  No standards have been widely accepted for the
measurement of the effectiveness of Internet-based advertising, and there can be
no assurance that any such standards will become widely  accepted in the future.
Additionally,  no standards  have been widely  accepted to measure the number of
unique users or page views related to a particular  site.  Internet  advertising
rates are based in part on  third-party  estimates of users of an Internet site.
Such  estimates  are  often  based on  sampling  techniques  or other  imprecise
measures,  and  may  materially  differ  from  our  estimates.  There  can be no
assurance that  advertisers  will accept our or other parties'  measurements  of
impressions.  The rejection by  advertisers  of such  measurements  could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

     The sale of Internet advertising is subject to intense competition that has
resulted  in a wide  variety  of pricing  models,  rate  quotes and  advertising
services.  This has made it difficult to project  future  levels of  advertising
revenues and rates.  It is also  difficult to predict which pricing  models,  if
any, will achieve broad  acceptance  among  advertisers.  As described above, to
date,  we have  based our  advertising  rates on  providing  advertisers  with a
guaranteed  number of impressions,  and any failure of our advertising  model to
achieve broad market  acceptance,  would have a material  adverse  effect on our
business, results of operations and financial condition.

A majority of our advertising contracts are of a short-term nature and the level
of advertising purchases in the future is uncertain.

     To date, substantially all of our advertising contracts have been for terms
averaging  one to three  months  in  length,  with  relatively  few  longer-term
advertising contracts. Many of our advertising customers have limited experience
with  Internet  advertising,  have not  devoted a  significant  portion of their
advertising  expenditures to Internet  advertising and may not believe  Internet
advertising to be effective relative to traditional advertising media. There can
be  no  assurance  that  our  current  advertisers  will  continue  to  purchase
advertisements on www.smallcapcenter.com.


                                       9
<PAGE>

If the  advertisers'  guaranteed  minimum  view run times on our Website are not
met, we will be required to provide  additional run times following the contract
terms which may limit our advertising inventory.

     Our  contracts  with  advertisers  typically  guarantee  the  advertiser or
sponsor either a minimum view run time during which the ad will be seen by users
of   smallcapcenter.com;   or,   a   minimum   number   of   "impressions,"   or
"click-throughs,"  or times that a sponsorship or advertisement is seen by users
of smallcapcenter.com.  To the extent that minimum view run times, or impression
or click-through  levels are not achieved for any reason,  we may be required to
"make good" or provide additional impressions after the contract term, which may
adversely affect the availability of advertising  inventory and which could have
a material  adverse effect on our business,  results of operations and financial
condition.

     Specifically,   the  process  of  managing   advertising  within  a  large,
high-traffic  Web site such as ours is an  increasingly  important  and  complex
task. If we do not manage this task in an efficient and appropriate  manner, our
financial  performance may be impaired.  To the extent that we encounter  system
failures or material  difficulties in the operation of our systems,  we could be
unable to deliver banner  advertisements and sponsorships  through our site. Any
extended  failure of, or material  difficulties  encountered in connection with,
our advertising  management system may expose the company to further "make good"
obligations  with our  advertisers,  which,  by displacing  salable  advertising
inventory,  among other  consequences,  would  reduce  revenues and could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

The increased  use by consumers of software  programs  which remove  advertising
from their desktops could have an adverse affect on our advertising revenues.

     "Filter"  software  programs  that  limit  or  remove  advertising  from an
Internet  user's  desktop are  available to  consumers.  Widespread  adoption or
increased  use of such  software by users or the  adoption  of such  software by
certain  Internet access providers could have a material adverse effect upon the
viability  of  advertising  on the  Internet  and, as we rely  significantly  on
advertising  revenues,  on our  business,  results of  operations  and financial
condition.

Potential  fluctuations in our operating results and quarterly  fluctuations may
adversely affect our trading price.

     Our operating results may fluctuate significantly in the future as a result
of a variety of factors, many of which are outside our control. See "Our Limited
Operating..."  p.5 and  "Our  Recent  Revenue  Growth..."  p.6.  As a  strategic
response  to changes in the  competitive  environment,  we may from time to time
make certain pricing,  service or marketing decisions or acquisitions that could
have a material short-term or long-term adverse effect on our business,  results
of operations and financial  condition.  See "If our efforts to achieve a strong
brand identity..." p.8.

     We  derive  a  significant  portion  of  our  revenues  from  the  sale  of
advertising under short-term contracts, averaging one to three months in length.
As a result,  our quarterly revenues and operating results are, to a significant
extent, dependent on advertising revenues from contracts entered into within the
quarter,  and on our ability to adjust spending in a timely


                                       10
<PAGE>


manner  to  compensate  for any  unexpected  revenue  shortfall.  See  "We  rely
significantly  on advertising  revenues..."  p.8; "A majority of our advertising
contracts..."  p.9; "If the advertisers'  guaranteed  minimum view run times..."
p.10.

     The  foregoing  factors,  in some future  quarters,  may lead our operating
results to fall below the expectations of securities analysts and investors.  In
such event, the trading price of our common stock would likely be materially and
adversely affected.

We are controlled by our officers, directors and entities affiliated with them.

     In  the  aggregate,   ownership  of  our  shares  by  Management  represent
approximately  46% of our issued and outstanding  shares of common stock.  These
stockholders,  if acting together,  will be able to significantly  influence all
matters  requiring  approval  by our  stockholders,  including  the  election of
directors   and  the  approval  of  mergers  or  other   business   combinations
transactions.

Our future performance is dependent on key personnel.

     Our performance is substantially dependent on the performance of our senior
management and key technical  personnel.  In particular,  our success depends on
the  continued  efforts  of our senior  management  team,  especially  our Chief
Executive Officer, Marcus New and our President,  Leslie Landes. The loss of the
services of any of our executive  officers or other key  employees  could have a
material  adverse  effect on our business,  results of operations  and financial
condition.  Although several senior management  personnel have substantial share
and/or stock options  interests,  we do not have agreements in place, which bind
its senior management to us.

     Our future  success  also depends on our  continuing  ability to retain and
attract  highly  qualified  technical,  editorial and managerial  personnel.  We
anticipate that the number of our employees will increase  significantly  in the
next 12 months.  Wages for managerial and technical employees are increasing and
are  expected  to continue  to  increase  in the  foreseeable  future due to the
competitive nature of this job market. There can be no assurance that we will be
able to retain our key  managerial  and  technical  personnel or that it will be
able to attract and retain additional highly qualified  technical and managerial
personnel in the future.  We have  experienced  difficulty  from time to time in
attracting  the personnel  necessary to support the growth of our business,  and
there can be no assurance that we will not experience  similar difficulty in the
future.  The  inability  to  attract  and retain the  technical  and  managerial
personnel  necessary to support the growth of our business,  due to, among other
things,  a large increase in the wages demanded by such personnel,  could have a
material  adverse effect upon our business,  results of operations and financial
condition.

A majority  of our  senior  management  is  inexperienced  in  managing a public
company.

     Our recent  growth has placed,  and is  expected  to  continue to place,  a
significant strain on our managerial,  operational and financial  resources.  To
manage our  potential  growth,  we


                                       11
<PAGE>


must continue to implement and improve our  operational  and financial  systems,
and must expand,  train and manage its employee  base.  Our  President  and Vice
President  Finance joined us during August and November 1998,  respectively.  In
addition, we have yet to fill several key senior management posts.  Furthermore,
the members of our current senior management (other than the President) have not
had any  previous  experience  managing a public  company  or a large  operating
company.  There can be no assurance that we will be able to  effectively  manage
the expansion of our operations,  that our systems,  procedures or controls will
be adequate to support our  operations  or that our  management  will be able to
achieve the rapid  execution  necessary to fully exploit the market  opportunity
for our products and services.  Any inability to manage growth effectively could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.

We must enhance and develop www.smallcapcenter.com to remain competitive.

     To  remain  competitive,  we must  continue  to  enhance  and  improve  the
responsiveness, functionality and features of www.smallcapcenter.com and develop
other products and services. Enhancements of or improvements to the Web site may
contain   undetected   programming   errors  that  require   significant  design
modifications, resulting in a loss of customer confidence and user support and a
decrease in the value of our brand name recognition.

     We plan to develop  and  introduce  new  features  and  functions,  such as
increased  capabilities for user  personalization  and interactivity.  This will
require the development or licensing of increasingly complex technologies. There
can be no assurance that we will be successful in developing or introducing such
features and functions or that such features and functions  will achieve  market
acceptance  or enhance our brand name  recognition.  Any failure to  effectively
develop and  introduce  new features and  functions,  or the failure of such new
features  and  functions  to achieve  market  acceptance,  could have a material
adverse effect on our business, results of operations and financial condition.

     We also plan to develop and introduce new products and services.  There can
be no assurance  that we will be successful in  developing or  introducing  such
products and services or that such  products  and services  will achieve  market
acceptance  or enhance  our brand name  recognition.  Any failure on our part to
effectively develop and introduce these products and services, or the failure of
such products and services to achieve market  acceptance,  could have a material
adverse effect on our business, results of operations and financial condition.

The internet industry is characterized by rapid  technological  change which may
affect our ability to respond to the evolving demands of our market place.

     The market for Internet  products and  services is  characterized  by rapid
technological  developments,  evolving industry  standards and customer demands,
and  frequent  new  product   introductions  and   enhancements.   These  market
characteristics  are  exacerbated  by the emerging  nature of the market and the
fact that many  companies  are expected to introduce  new Internet  products and
services in the near future.  Our future success will depend in significant part
on its ability to continually improve the performance,  features and reliability
of the  site in


                                       12
<PAGE>


response to both evolving demands of the marketplace and competitive product and
service  offerings,  and there can be no assurance that we will be successful in
doing so. In addition, the widespread adoption of developing multimedia enabling
technologies could require  fundamental and costly changes in our technology and
could   fundamentally   affect  the  nature,   viability  and  measurability  of
Internet-based  advertising,  which could adversely affect our business, results
of operations and financial condition.

We may be unable to accommodate increased consumer traffic on our website, which
would  limit our  ability  to  increase  advertising  sales and  achieve  market
acceptance.

     A key element of our strategy is to generate a high volume of user traffic.
Our  ability to attract  advertisers  and to achieve  market  acceptance  of its
products  and  services,  and its  reputation,  depend  significantly  upon  its
performance and its network infrastructure  (including its servers, hardware and
software).  Any system failure that causes  interruption or slower response time
of our products and services could result in less traffic to the Website and, if
sustained  or  repeated,  could  reduce the  attractiveness  of our products and
services to advertisers and licensees. An increase in the volume of user traffic
could strain the capacity of our technical  infrastructure,  which could lead to
slower response time or system failures, and could adversely affect the delivery
of the  number  of  impressions  that  are  owed to  advertisers  and  thus  our
advertising    revenues.    In   addition,   as   the   number   of   users   of
www.smallcapcenter.com  increase,  there can be no assurance that Stockgroup.com
and our technical  infrastructure will be able to grow accordingly,  and we face
risks  related to our ability to scale up to the  expected  viewer  levels while
maintaining  superior  performance.  Any  failure of our  server and  networking
systems  to handle  current or higher  volumes of traffic  would have a material
adverse effect on our business, results of operations and financial condition.

     We may suffer system failures on our Website which could result in negative
publicity,  reduce  volume of our  advertising  sales and  adversely  affect our
market acceptance.

     We are also  dependent upon third parties to provide  potential  users with
Web browsers and Internet and online services  necessary for access to the site.
In the past, users have occasionally  experienced difficulties with Internet and
online  services due to system  failures,  including  failures  unrelated to our
systems.  Any disruption in Internet access provided by third parties could have
a material  adverse effect on our business,  results of operations and financial
condition.  Furthermore, we are dependent on hardware and software suppliers for
prompt  delivery,  installation  and  service of  equipment  used to deliver our
products and services.

     Our  operations  are  dependent  in part upon our  ability to  protect  our
operating  systems against damage from human error,  fire,  floods,  power loss,
telecommunications  failures,  break-ins and similar events. We do not presently
have redundant,  multiple-site capacity in the event of any such occurrence. Our
servers  are  also  vulnerable  to  computer  viruses,   break-ins  and  similar
disruptions  from  unauthorized   tampering  with  our  computer  systems.   The
occurrence  of any of these events could  result in the  interruption,  delay or
cessation  of  service,


                                       13
<PAGE>


which  could  have a  material  adverse  effect  on  our  business,  results  of
operations  and  financial  condition.  In  addition,  our  reputation  and  the
smallcapcenter.com brand could be materially and adversely affected.

There are security risks to our network.

     Experienced programmers ("hackers") have attempted on occasion to penetrate
our  network  security.  We  expect  that  these  attempts,  some of which  have
succeeded,  will  continue  to occur from time to time.  Because a hacker who is
able  to  penetrate  our  network  security  could  misappropriate   proprietary
information  or cause  interruptions  in our  products  and services or do other
damage,  we may be  required to expend  significant  capital  and  resources  to
protect against or to alleviate  problems caused by such parties.  Additionally,
we may not have a timely  remedy  against a hacker who is able to penetrate  our
network  security.  Such  purposeful  security  breaches  could  have a material
adverse effect on our business,  results of operations and financial  condition.
In addition to purposeful  security  breaches,  the inadvertent  transmission of
computer  viruses could expose us to a material  risk of loss or litigation  and
possible liability.

     In offering  certain  payment  services for some products and services,  we
could become  increasingly  reliant on encryption and authentication  technology
licensed from third parties to provide the security and authentication necessary
to effect secure  transmission  of  confidential  information,  such as customer
credit card numbers. Advances in computer capabilities, discoveries in the field
of cryptography and other  discoveries,  events, or developments could lead to a
compromise  or  breach  of the  algorithms  that  our  licensed  encryption  and
authentication technology used to protect such confidential information. If such
a compromise  or breach of our  licensed  encryption  authentication  technology
occurs,  it could have a material  adverse  effect on our  business,  results of
operations  and financial  condition.  We may be required to expend  significant
capital  and  resources  and engage  the  services  of third  parties to protect
against the threat of such security,  encryption and  authentication  technology
breaches or to alleviate  problems  caused by such  breaches.  Concerns over the
security of Internet  transactions and the privacy of users may also inhibit the
growth  of  the  Internet  generally,  particularly  as a  means  of  conducting
commercial transactions.

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

     The market for viewers,  corporate  subscribers and Internet advertising is
new and rapidly evolving,  and competition for viewers and advertisers,  as well
as  competition  in the  information  dissemination  market,  is intense  and is
expected  to   increase   significantly.   Barriers  to  entry  are   relatively
insubstantial  and  we may  face  competitive  pressures  from  many  additional
companies both in the United States, Canada and abroad.

     We believe that the principal  competitive factors for companies seeking to
create Communities on the Internet are critical mass (i.e., depth of content and
range of features of interest to viewers),  functionality of the Web site, brand
recognition,  viewer  affinity and  loyalty,  broad  demographic  focus and open
access for visitors.  In the future,  Internet


                                       14
<PAGE>


communities may be developed or acquired by companies  currently operating other
Communities  or by Web  directories,  search  engines,  shareware  archives  and
content sites,  and by commercial  online service  providers,  Internet  Service
Providers and other entities,  certain of which may have more resources than us.
We compete  for users and  advertisers  with other  content  providers  and with
thousands of Web sites operated by  individuals,  the government and educational
institutions.  In  addition,  we  could  face  competition  in the  future  from
traditional media companies, such as newspaper,  magazine,  television and radio
companies, a number of which, including The Walt Disney Company ("Disney"),  CBS
Corporation ("CBS") and The National Broadcasting Company ("NBC"), have recently
made significant acquisitions of or investments in Internet companies.

     We believe that the principal competitive factors in attracting advertisers
include  the  amount of  traffic on our Web site,  brand  recognition,  customer
service,  the demographics of the Community's  members and users, our ability to
offer targeted  audiences and the overall cost  effectiveness of the advertising
medium offered by us. We believe that the number of Internet  companies  relying
on Internet-based  advertising  revenue, as well as the number of advertisers on
the Internet and the number of users, will increase substantially in the future.
Accordingly,  we will likely face increased competition,  resulting in increased
pricing pressures on its advertising  rates, which could have a material adverse
effect on the company.

     Many  of  our  existing  and  potential  competitors,  including  companies
operating Web directories and search engines,  and traditional  media companies,
have  longer  operating   histories  in  the  Internet   Market,   greater  name
recognition,   larger  customer  bases  and  significantly   greater  financial,
technical and marketing  resources than ours.  Such  competitors  may be able to
undertake  more  extensive  marketing  campaigns  for their brands and services,
adopt more  aggressive  advertising  pricing  policies and make more  attractive
offers to potential  employees,  distribution  partners,  e-commerce  companies,
advertisers and third-party  content  providers.  Furthermore,  our existing and
potential  competitors  may  develop  Communities  that are equal or superior in
quality   to,   or   that    achieve    greater    market    acceptance    than,
www.smallcapcenter.com.  There  can be no  assurance  that  we  will  be able to
compete   successfully  against  its  current  or  future  competitors  or  that
competition will not have a material adverse effect on our business,  results of
operations and financial condition.

     Additionally,  the Internet information market is new and rapidly evolving,
and   competition   among   information   providers   is  expected  to  increase
significantly.  There  can be no  assurance  that Web  sites  maintained  by our
existing and potential competitors will not be perceived by advertisers as being
more  desirable  for placement of  advertisements  than  smallcapcenter.com.  In
addition,  many of our current  advertising  customers and some of its corporate
clients have established relationships with certain of the company's existing or
potential competitors.  There can be no assurance that we will be able to retain
or grow our  viewer  base,  traffic  levels  and  advertising  customer  base at
historical  levels,  or that competitors will not experience better retention or
greater  growth in these areas than us.  Accordingly,  there can be no assurance
that any of our  advertising  customers or corporate  client  companies will not
sever or will elect not to renew their  agreements  with us, the result of which
could have a material adverse effect on our business,  results of operations and
financial condition.


                                       15
<PAGE>


We have a strong  dependence on  relationships  with suppliers and carriers.  If
these  relationships  are not maintained,  our business and financial  condition
will be adversely affected.

     We are and will  continue  to be  significantly  dependent  on a number  of
third-party  relationships  to increase  traffic on  www.smallcapcenter.com  and
thereby generate advertising revenues, maintain the current level of service and
variety of content  for our  viewers,  and meet future  milestones.  We are also
dependent on other Web site operators that provide links to smallcapcenter.com.

     Most  of  our  arrangements  with  third-party  Internet  sites  and  other
third-party  service providers do not require future minimum  commitments to use
our services or to provide access or links to our services or products,  are not
exclusive and are  short-term or may be  terminated  at the  convenience  of the
other party.  Moreover, we do not have agreements with the majority of other Web
site  operators  that  provide  links to  smallcapcenter.com,  and such Web site
operators may terminate  such links at any time without  notice to us. There can
be no  assurance  that  third  parties  regard  their  relationship  with  us as
important to their own respective businesses and operations,  that they will not
reassess their  commitment to us at any time in the future or that they will not
develop their own competitive services or products.

     There can be no  assurance  that we will be able to maintain  relationships
with third  parties that supply us with software or products that are crucial to
our  success,  or that such  software  or  products  will be able to sustain any
third-party  claims or rights  against their use.  Furthermore,  there can be no
assurance  that the  software,  services  or products  of those  companies  that
provide  access  or  links to our  services  or  products  will  achieve  market
acceptance  or commercial  success.  Failure of one of these third parties could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition. In particular,  the elimination of a pre-installed bookmark
on a Web browser that directs traffic to our Web site could significantly reduce
traffic  on our Web site,  which  would have a  material  adverse  effect on our
business, results of operations and financial condition.

Additional  financing may be required by us as we expect negative operating cash
flow for the next fiscal  year.  Such  financing  may result in the  issuance of
additional securities and/or may not be available on terms favorable to us.

     We expect that we will continue to experience  negative operating cash flow
for the  foreseeable  future as a result of significant  spending on advertising
and  infrastructure.  Accordingly,  we may need to raise  additional  funds in a
timely  manner  in order  to fund our  anticipated  expansion  and new  enhanced
services or products,  respond to competitive pressures or acquire complementary
products, businesses or technologies. If additional funds are raised through the
issuance of equity or convertible debt securities,  the percentage  ownership of
the  stockholders  of the company will be reduced,  stockholders  may experience
additional  dilution  and  such  securities  may  have  rights,  preferences  or
privileges  senior to those of the holders of


                                       16
<PAGE>


the common stock. We do not have any contractual  restrictions on our ability to
incur debt and, accordingly,  we could incur significant amounts of indebtedness
to finance our operations.  Any such indebtedness could contain covenants, which
would  restrict  its  operations.  There  can be no  assurance  that  additional
financing if and when needed will be  available on terms  favorable to us, or at
all. If adequate  funds are not  available or are not  available  on  acceptable
terms,  it would  have a  material  adverse  effect on our  ability  to fund our
expansion,  take  advantage  of  acquisition  opportunities,  develop or enhance
services or products or respond to competitive pressures.

Future  acquisitions of other business  entities by us entail numerous risks and
uncertainties which could have an adverse affect on its operations and financial
condition.

     As part of our business strategy, we expect to review acquisition prospects
that would  complement our existing  business,  augment the  distribution of its
Community or enhance its technological  capabilities.  Future acquisitions by us
could result in potentially dilutive issuance's of equity securities,  large and
immediate  write-offs,  the  incurrence of debt and  contingent  liabilities  or
amortization  expenses related to goodwill and other intangible  assets,  any of
which could materially and adversely affect our business,  results of operations
and financial condition.

     Furthermore,   acquisitions   entail  numerous  risks  and   uncertainties,
including   difficulties   in  the   assimilation   of  operations,   personnel,
technologies,  products and information systems of the acquired  companies,  the
diversion of management's  attention from other business concerns,  the risks of
entering  geographic  and business  markets in which we have no or limited prior
experience and the potential loss of key employees of acquired organizations.

     We have not made any acquisitions in the past. No assurance can be given as
to our ability to successfully integrate any businesses,  products, technologies
or  personnel  that might be acquired  in the  future,  and our failure to do so
could have a material adverse effect on our business,  results of operations and
financial condition.

We may be unable to protect  the  intellectual  property  rights  upon which our
business  relies,  which  could  harm our  competitiveness  and  cause  customer
confusion.

     We regard substantial elements of our Web site and underlying technology as
proprietary  and  attempt to protect  them by relying on  intellectual  property
laws,  including  trademark,  service mark,  copyright and trade secret laws and
restrictions  on disclosure and  transferring  title and other methods.  We also
generally  enter  into   confidentiality   agreements  with  our  employees  and
consultants and in connection with our license agreements with third parties. We
seek to control access to and distribution of our technology,  documentation and
other proprietary information. Despite these precautions, it may be possible for
a third party to copy or otherwise  obtain and use our  proprietary  information
without  authorization or to develop similar  technology  independently.  We are
pursuing  the   registration   of  our  trademarks  in  the  United  States  and
internationally.  Effective trademark,  service mark, copyright and trade secret
protection  may not be  available  in every  country in which our  services  are

                                       17
<PAGE>


distributed or made available  through the Internet,  and policing  unauthorized
use of our proprietary information is difficult.

     Legal  standards  relating  to the  validity,  enforceability  and scope of
protection of certain  proprietary  rights in  Internet-related  businesses  are
uncertain  and still  evolving,  and no assurance  can be given as to the future
viability or value of any of our proprietary  rights.  There can be no assurance
that the steps taken by us will prevent  misappropriation or infringement of its
proprietary  information,  which  could  have a material  adverse  effect on our
business, results of operations and financial condition.

     Litigation  may be  necessary  in the  future to enforce  our  intellectual
property  rights,  to protect its trade secrets or to determine the validity and
scope of the  proprietary  rights of others.  Such  litigation  might  result in
substantial   costs  and  diversion  of  resources  and  management   attention.
Furthermore,  there can be no assurance  that our business  activities  will not
infringe upon the proprietary  rights of others,  or that other parties will not
assert  infringement  claims  against us,  including  claims that by directly or
indirectly  providing  hyperlink  text  links  to Web  sites  operated  by third
parties,  we have infringed upon the proprietary  rights of other third parties.
Moreover, from time to time, we may be subject to claims of alleged infringement
by us of the trademarks, service marks and other intellectual property rights of
third parties. Such claims and any resultant litigation,  should it occur, might
subject us to significant liability for damages, might result in invalidation of
our proprietary rights and, even if not meritorious, could result in substantial
costs and  diversion  of resources  and  management  attention  and could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

     We currently license from third parties certain  technologies  incorporated
into  www.smallcapcenter.com.  As we continue to  introduce  new  services  that
incorporate  new  technologies,   it  may  be  required  to  license  additional
technology  from  others.  There  can be no  assurance  that  these  third-party
technology  licenses  will  continue  to be  available  to  us  on  commercially
reasonable  terms, if at all.  Additionally,  there can be no assurance that the
third  parties from which we currently  license our  technology  will be able to
defend their proprietary rights successfully against claims of infringement.  As
a result,  any inability on our part to obtain any of these technology  licenses
could  result in delays or  reductions  in the  introduction  of new services or
could adversely affect the performance of our existing services until equivalent
technology can be identified, licensed and integrated.

It is unclear how any  existing  and future laws  enacted will be applied to the
Internet industry and what effect such laws will have on us.

     A number of legislative  and regulatory  proposals under  consideration  by
federal,  state,  provincial,  local and foreign governmental  organizations may
lead  to  laws  or  regulations  concerning  various  aspects  of the  Internet,
including,  but not limited to, online content, user privacy,  taxation,  access
charges, liability for third-party activities and jurisdiction. Additionally, it
is uncertain how existing laws will be applied by the judiciary to the Internet.
The adoption of new laws or the  application  of existing  laws may decrease the
growth in the


                                       18
<PAGE>


use of the  Internet,  which could in turn decrease the demand for our services,
increase our cost of doing business or otherwise have a material  adverse effect
on our business, results of operations and financial condition.

     There can be no assurance that the United States, Canada or foreign nations
will  enact  legislation  or  seek  to  enforce  existing  laws  prohibiting  or
restricting  certain  content from the Internet.  Prohibition and restriction of
Internet  content  could  dampen  the  growth  of  Internet  use,  decrease  the
acceptance of the Internet as a communications and commercial medium,  expose us
to liability, and/or require substantial modification of www.smallcapcenter.com,
and  thereby  have a  material  adverse  effect  on  our  business,  results  of
operations and financial condition.

     Internet user privacy has become an issue both in the United States, Canada
and abroad. We cannot predict the exact form of the regulations that the FTC may
adopt.  There can be no  assurance  that the  United  States,  Canada or foreign
nations  will not  adopt  additional  legislation  purporting  to  protect  such
privacy. Any such action could affect the way in which we are allowed to conduct
our business,  especially  those  aspects that involve the  collection or use of
personal information,  and could have a material adverse effect on our business,
results of operations and financial condition.

     The tax treatment of the Internet and e-commerce is currently unsettled.  A
number of proposals have been made at the federal,  state,  provincial and local
level and by certain foreign  governments that could impose taxes on the sale of
goods and services and certain other Internet activities. Recently, the Internet
Tax Freedom  Act was signed into law,  placing a  three-year  moratorium  on new
state and local taxes on certain aspects of Internet  commerce.  However,  there
can be no assurance  that future laws  imposing  taxes or other  regulations  on
commerce  over the  Internet  would  not  substantially  impair  the  growth  of
e-commerce  and as a result  have a  material  adverse  effect on our  business,
results of operations and financial condition.

     Certain local telephone  carriers have asserted that the growing popularity
and  use  of  the  Internet   has   burdened  the  existing   telecommunications
infrastructure,  and that  many  areas  with  high  Internet  use have  begun to
experience  interruptions in telephone  service.  These carriers have petitioned
the  Federal  Communications  Commission  (the  "FCC") to impose  access fees on
internet service  providers and on-line service  providers.  If such access fees
are  imposed,  the  costs  of  communicating  on  the  Internet  could  increase
substantially,  potentially  slowing  the growth in use of the  Internet,  which
could in turn  decrease  demand for our  services or increase  our cost of doing
business,  and thus have a material  adverse effect on our business,  results of
operations and financial condition.

     Although our servers are located in the Province of British  Columbia,  the
governments of other  provinces,  states and foreign  countries might attempt to
take action against us for  violations of their laws.  There can be no assurance
that violations of such laws will not be alleged or charged by provincial, state
or  foreign  governments  and that such laws will not be  modified,  or new laws
enacted,  in the  future.  Any of the  foregoing  could have a material  adverse
effect on our business, results of operations and financial condition.

                                       19
<PAGE>



We may be exposed to liability for  information  retrieved  from or  transmitted
over our websites or for products sold over our websites.

     Because  materials  may be  downloaded  by the online or Internet  services
operated or  facilitated  by us or the Internet  access  providers with which we
have relationships and that material may be subsequently  distributed to others,
there  is a  potential  that  claims  will be made  against  us for  defamation,
negligence,  copyright or trademark  infringement or other theories based on the
nature and content of such  materials.  Such claims  have been  brought  against
providers of online  services in the past.  Such claims could be material in the
future. In addition,  the increased  attention focused upon liability issues and
legislative  proposals  could  materially  impact the overall growth of Internet
use.

     We  could  also  be  exposed  to  liability  with  respect  to  third-party
information that may be accessible through our Web sites, or through content and
materials that may be posted by viewers on discussion forums offered by us. Such
claims might include,  among others,  that, by directly or indirectly  providing
hyperlink  text links to Web sites  operated  by third  parties or by  providing
discussion  forums  for  viewers,  we are  liable  for  copyright  or  trademark
infringement  or other wrongful  actions by such third parties  through such Web
sites. It is also possible that, if any third-party content information provided
on our Web site contains errors,  third parties could make claims against us for
losses incurred in reliance on such information.

     We offer e-mail service, which is provided by a third party. See "We have a
strong  dependence  on..." p.16.  Such service may expose us to potential  risk,
such as liabilities or claims  resulting from unsolicited  e-mail  ("spamming"),
lost  or  misdirected   messages,   illegal  or  fraudulent  use  of  e-mail  or
interruptions or delays in e-mail service.

     We also enter into agreements with advertisers and commerce  partners under
which we are entitled to receive a  commission  or share of any revenue from the
purchase of goods and  services  through  direct  links from our Web site.  Such
arrangements  may  expose  us  to  additional  legal  risks  and  uncertainties,
including  pursuant  to  regulation  by local,  provincial,  state,  federal and
foreign authorities and potential  liabilities to consumers of such products and
services,  even if we do not ourselves provide such products or services.  There
can be no assurance  that any  indemnification  provided to us in our agreements
with these parties, if available, will be adequate.

     Even to the extent such claims do not result in  liability  to us, we could
incur significant costs in investigating and defending against such claims.  The
imposition  on  us  of  potential   liability  for  information  carried  on  or
disseminated  through  our systems  could  require us to  implement  measures to
reduce its  exposure to such  liability,  which may require the  expenditure  of
substantial  resources and limit the  attractiveness  of our services to members
and users.

     Our general liability insurance may not cover all potential claims to which
we are exposed or may not be adequate to indemnify us for all liability that may
be imposed.  Any


                                       20
<PAGE>


imposition  of  liability  that is not covered by  insurance  or is in excess of
insurance coverage could have a material adverse effect on our business, results
of operations and financial condition.

Our strategy to commence international operations and other expansions expose us
to several risks that could have an adverse  affect on our business,  results of
operations and financial condition.

     A part of our strategy is to expand our sales  offices  network  throughout
the United States, Canada and international  markets.  There can be no assurance
that our products or services will become widely accepted for corporate clients,
advertising in the U.S., Canada or any international  markets.  In addition,  we
expect that the success of any additional  foreign operations we initiate in the
future will also be dependent upon local service  providers and/or partners.  If
revenues from  international  ventures are not adequate to cover the investments
in such activities,  our business, results of operations and financial condition
could be materially  and adversely  affected.  We may  experience  difficulty in
managing  international  operations  as  a  result  of  difficulty  in  locating
effective  foreign service  providers  and/or partners,  competition,  technical
problems,  local  laws and  regulations,  distance  and  language  and  cultural
differences, and there can be no assurance that we or our international partners
will be able to  successfully  market and  operate in foreign  markets.  We also
believe  that,  in  light of  substantial  anticipated  competition,  it will be
necessary to  aggressively  market our  products  and  services  into the United
States and  international  markets in order to effectively  obtain market share,
and there can be no  assurance  that we will be able to do so. There are certain
risks inherent in doing business on an international  level,  such as unexpected
changes in regulatory requirements, trade barriers, difficulties in staffing and
managing foreign  operations,  fluctuations in currency  exchange rates,  longer
payment  cycles  in  general,   problems  in  collecting  accounts   receivable,
difficulty in enforcing contracts, political and economic instability,  seasonal
reductions  in  business  activity  in  certain  other  parts of the  world  and
potentially adverse tax consequences. There can be no assurance that one or more
of  such  factors  will  not  have a  material  adverse  effect  on  our  future
international  operations  and,  consequently,   on  our  business,  results  of
operations and financial condition.

Year 2000 issues may materially affect our business.

     The Year 2000 issue is the potential for system and processing  failures of
date-related data and the result of computer-controlled systems using two digits
rather than four to define the applicable year. For example,  computer  programs
that have  time-sensitive  software may  recognize a date using "00" as the year
1900  rather  than the Year  2000.  This  could  result  in system  failures  or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, a temporary inability to process  transactions,  send invoices or engage
in similar normal business activities.

     We may be affected by Year 2000 issues related to non-compliant information
technology  systems or  non-information  technology systems operated by us or by
third parties.  We have substantially  completed  assessment of our internal and
external  (third  party)


                                       21
<PAGE>


information  technology systems and non-information  technology systems. At this
point in our  assessment,  we are not currently  aware of any Year 2000 problems
relating  to  systems  operated  by us or by third  parties  that  would  have a
material effect on our business,  results of operations or financial  condition,
without  taking into  account our efforts to avoid such  problems.  Based on our
assessment to date, we do not anticipate that costs  associated with remediating
our non-compliant  information technology systems or non-information  technology
systems will be material, although there can be no assurance to such effect.

     To the extent that our  assessment  is finalized  without  identifying  any
additional material non-compliant  information technology systems operated by us
or by third parties, the most reasonably likely worst case Year 2000 scenario is
the failure of one or more of our vendors of hardware or software or one or more
providers of  non-information  technology systems to us to properly identify any
Year 2000 compliance  issues and remediate any such issues prior to December 31,
1999. We believe that the primary  business risks, in the event of such failure,
would  include,  but not be limited to,  lost  advertising  revenues,  increased
operating costs,  loss of customers or persons  accessing our Web site, or other
business interruptions of a material nature, as well as claims of mismanagement,
misrepresentation,  or breach of  contract,  any of which  could have a material
adverse effect on our business, results of operations and financial condition.

Any significant  deterioration in the general economic  conditions would have an
adverse effect on our business, result of operations or financial condition.

     Time spent on the Internet by  individuals,  purchases of new computers and
purchases  of  membership   subscriptions   to  Internet   sites  are  typically
discretionary  for consumers and may be particularly  affected by adverse trends
in the general economy.  The success of our operations  depends to a significant
extent upon a number of factors  relating to  discretionary  consumer  spending,
including economic  conditions (and perceptions of such conditions by consumers)
affecting  disposable  consumer  income such as employment,  wages and salaries,
business conditions,  interest rates,  availability of credit and taxation,  for
the economy as a whole and in regional and local markets where we operate. There
can be no assurance  that consumer  spending  will not be adversely  affected by
general  economic  conditions,  which  could  negatively  impact our  results of
operations or financial  condition.  Any  significant  deterioration  in general
economic conditions or increases in interest rates may inhibit consumers' use of
credit and cause a material adverse effect on our revenues and profitability. In
addition,  our business  strategy  relies on advertising by and agreements  with
other Internet  companies.  Any significant  deterioration  in general  economic
conditions  that adversely  affected these  companies could also have a material
adverse effect on our business, results of operations and financial condition.


                                       22
<PAGE>


If the trading price of our common stock remains volatile, the long-term trading
price may be adversely affected regardless of our performance and a class action
litigation  may be instituted  against us which would have an adverse  effect on
our business, results of operations and financial condition.

     The trading price of our common stock has been volatile and may continue to
be subject to wide fluctuations in response to quarterly variations in operating
results, announcements of technological innovations or new products and services
by us or our competitors, changes in financial estimates by securities analysts,
the operating and stock price  performance of other companies that investors may
deem  comparable  to ours and other events or factors.  In  addition,  the stock
market in  general,  and the market  prices for  Internet-related  companies  in
particular, have experienced extreme volatility that often has been unrelated to
the operating  performance  of such  companies.  These broad market and industry
fluctuations  may  adversely  affect  the  trading  price of our  common  stock,
regardless  of our  operating  performance.  In the past,  following  periods of
volatility  in the market  price of a  company's  securities,  securities  class
action  litigation  has  often  been  instituted  against  such  company.   Such
litigation,  if  instituted,   whether  or  not  successful,   could  result  in
substantial costs and a diversion of management's attention and resources, which
would have a material adverse effect on our business,  results of operations and
financial condition.

Shares Eligible for Future Sale; Limited Trading Market

Potential Future 144 Sales:

     As of October 31, 1999, of the shares of our common stock authorized, there
were issued and outstanding 8,195,000 of which 5,000,000 are "restricted shares"
as that term is defined under the Securities  Act, and in the future may be sold
in compliance with Rule 144 of the Securities Act, or pursuant to a Registration
Statement  filed under the Act.  Rule 144  provides,  in essence,  that a person
holding  restricted  securities for a period of 1 year may sell those securities
in unsolicited brokerage transactions or in transactions with a market maker, in
an amount equal to the greater of (i) 1% of our outstanding common stock or (ii)
the average weekly trading volume for the four week period prior to the proposed
date of sale, every 3 months. Additionally,  Rule 144 requires that an issuer of
securities make available  adequate  current public  information with respect to
the issuer.  Such  information is deemed  available if the issuer  satisfies the
reporting  requirements  of  Sections  13 or  15(d) of the  Exchange  Act and of
Rule15c2-11 thereunder. Rule 144 also permits, under certain circumstances, that
sale of shares by a person who is not an affiliate (and has not been an affilate
for the 90 day period  preceding the prosposed  sale) of the company and who has
satisfied a 2 year holding period without any quantity limitation and whether or
not there is adequate current public information available.

Possible Issuance of Additional Shares:

     Our Articles of Incorporation,  authorizes the issuance of common stock. No
information  is  currently  available  and no  prediction  can be made as to the
timing or amount of future  sales of such  shares or the  effect,  if any,  that
future sales of shares, or the availability of shares for future sale, will have
on the market price of the common stock  prevailing from time to time.  Sales of
substantial amounts of common stock (including shares issuable upon the exercise
of stock  options),  or the  perception  that  such  sales  could  occur,  could
materially  adversely affect  prevailing  market prices for the common stock and
the ability of Stockgroup.com to raise equity capital in the future.


                                       23
<PAGE>


There is a limited market for our common stock.

     Our common  stock has been quoted for trading on the OTC BB since March 17,
1999. Accordingly,  there has been a limited public market for our common stock.
The following  table sets forth high and low bid prices for the common stock for
the periods ending March 31, 1999,  June 30, 1999 and September 30, 1999.  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
March 31, 1999               $ 10.25            $ 6.00            3,339,000
June 30, 1999                $  9.00            $ 3.125           4,859,200
September 30, 1999           $  5.00            $ 2.125           3,297,500

     The closing price on November 3, 1999 was $2.625.

     No  assurance  can be given  that a market  for our  common  stock  will be
sustained or that the common stock will continue to be quoted on the NASD's Over
the Counter Bulletin Board.

     On October 31, 1999,  Stockgroup.com had 43 registered  shareholders owning
8,195,000 shares.

The sale or transfer of our common stock by  shareholders  may be subject to the
so-called "Penny Stock Rules."

     Under  Rule  15g-9 of the  Exchange  Act, a broker or dealer may not sell a
"penny  stock" (as defined in Rule  3a51-1) to or effect the purchase of a penny
stock by any person unless:

     (a)  such sale or purchase is exempt from Rule 15g-9;

     (b)  prior to the  transaction  the broker or dealer has (1)  approved  the
          person's  account for  transaction in penny stocks in accordance  with
          Rule 15g-9,  and (2) received  from the person a written  agreement to
          the  transaction  setting forth the identity and quantity of the penny
          stock to be purchased; and

     (c)  the purchaser has been provided an appropriate disclosure statement as
          to penny stock investment.

     The Securities and Exchange  Commission adopted  regulations that generally
define a penny stock to be any equity  security  other than a security  excluded
from such  definition  by Rule  3a51-1.  Such  exemptions  include,  but are not
limited to (1) an equity  security issued by an issuer that has (i) net tangible
assets  of at  least  US$2,000,000,  if  such  issuer  has  been  in  continuous
operations  for at least  three  years,  (ii) net  tangible  assets  of at least
US$5,000,000,  if such  issuer has been in  continuous  operation  for less than
three years, or (iii) average revenue of at least US$6,000,000 for the preceding
three  years;  (2) except for  purposes of Section  7(b) of the Exchange Act and
Rule 419, any security  that has a price of US$5.00 or more;  and (3) a security
that is  authorized  or approved for  authorization  upon notice of issuance for
quotation on the NASDAQ Stock Market,  Inc.'s Automated  Quotation System. It is
likely that shares of common stock, assuming a market were to develop therefore,
will be subject to the  regulations  on penny stocks;  consequently,  the market
liquidity  for the common  stock may be adversely  affected by such  regulations
limiting the ability of  broker/dealers to sell our common stock and the ability
of shareholders to sell their securities in the secondary market.

     Moreover, our shares may only be sold or transferred by our shareholders in
those jurisdictions in which an exemption for such "secondary trading" exists or
in which the shares may have been registered.

We have not declared any dividends or intend to do so in the foreseeable future.

     We have not declared any  dividends  since  inception,  and have no present
intention of paying any cash  dividends  on our common stock in the  foreseeable
future.  The payment by us of dividends,  if any, in the future,  rests with the
discretion of our Board of Directors and will depend,  among other things,  upon
our earnings,  our capital requirements and our financial condition,  as well as
other relevant factors.

As we  maintain  our  accounts in  Canadian  Dollars,  we are subject to foreign
currency fluctuations, which could have an adverse effect on our business.

     We maintain our accounts in Canadian Dollars. Our operations in the
United  States  make us  subject  to  foreign  currency  fluctuations  and  such
fluctuations may materially  affect our financial  position and results.  At the
present time we do not engage in hedging activities.

If  issued,  the shares  reserved  for future  issuance,  may cause the  current
stockholders to suffer an equity dilution.

     We have reserved,  as of October 31, 1999, 2,000,000 shares of common stock
("Shares") for issuance upon the exercise of non-qualified  stock options.  Such
amount of Shares represents a potential equity dilution of 24.41% based upon the
number of outstanding Shares at October 31,


                                       24
<PAGE>


1999.  Furthermore,  we may enter into  commitments  in the future  which  would
require the issuance of additional shares and may grant additional stock options
or warrants.  At October 31, 1999, we had 91,805,000 authorized but unissued and
unreserved  Shares.  Issuance of  additional  Shares would be subject to certain
regulatory approvals and compliance with applicable securities  legislation.  We
currently  have no  plans  to  issue  preferred  shares  and no  plans  to issue
additional  shares  other than for the  purposes  of raising  funds for  general
working  capital  requirements  which  issuance  would be subject to  regulatory
approval.

Forward Looking Statements

     This  Prospectus  contains  statements  that  plan for or  contemplate  the
future.  These  statements are based upon a number of assumptions  and estimates
which are inherently  subject to significant  uncertainties  and  contingencies,
many of which are beyond our control and reflect future business decisions which
are  subject  to  change.   Some  of  these  assumptions   inevitably  will  not
materialize,  and  unanticipated  events will occur which will affect our future
results.  In this  Prospectus  such statement are generally  identified by words
such as "anticipate,"  "plan," "believe," "expect," "estimate" and the like. All
such forward looking  statements are qualified by reference to matters discussed
under the section entitled, "Risk Factors."

     The Private Securities Litigation Reform Act of 1995 which provides a "safe
harbor" for similar  statements by certain public companies may not apply to the
offer and sale of the Award Shares.

                                 USE OF PROCEEDS

     We will not receive any of the proceeds  from the offering  hereunder.  All
expenses of  registration  incurred in  connection  with this offering are being
paid by us,  but all  selling  and other  expenses  incurred  by the  individual
Selling  Shareholders  will be paid by them.  However,  we will receive proceeds
from the exercise, if any, of the stock options granted pursuant to the Plan.

                              SELLING SHAREHOLDERS

     The following  table sets forth the information as of October 31, 1999 with
respect to the number of Shares beneficially owned by the Selling Shareholders.

================================================================================
    Name Of Selling Shareholder            Award Shares Acquired Or Which May Be
                                                       Acquired And Offered
--------------------------------------------------------------------------------
Marcus New                                                            325,000(1)
Chief Executive Officer, Director,
Chairman of the Board
--------------------------------------------------------------------------------
Les Landes                                                            745,800
President, Chief Operating Officer, Director
--------------------------------------------------------------------------------
John Dawe                                                              15,000(2)
Vice President of Finance, Secretary, Treasurer
--------------------------------------------------------------------------------
Craig Faulkner                                                        195,000(3)
Chief Technology Officer, Director
================================================================================


                                       25
<PAGE>


(1)  Mr. Marcus New beneficially owns 2,817,000 shares of common stock.

(2)  Mr. John Dawe beneficially owns 800 shares of common stock.

(3)  Mr. Craig Faulkner beneficially owns 915,000 shares of common stock.

                              PLAN OF DISTRIBUTION

     The Award  Shares may be sold from time to time to  purchasers  directly by
any of the Selling  Shareholders.  Alternatively,  the Selling  Shareholders may
sell the Award Shares in one or more transactions (which may involve one or more
block transactions) in sales occurring in the over-the-counter public market, in
separately  negotiated  transactions,  or in a combination of such transactions.
Each sale may be made  either at market  prices  prevailing  at the time of such
sale or at  negotiated  prices;  some  or all of the  Award  Shares  may be sold
through  brokers acting on behalf of the Selling  Shareholders or to dealers for
resale by such dealers;  in connection with such sales,  such brokers or dealers
may  receive  compensation  in the form of  discounts  or  commissions  from the
Selling  Shareholders  and/or the purchasers of these Award Shares for whom they
may act as broker or agent (which  discounts or commissions  are not anticipated
to exceed those customary in the types of transactions  involved).  However, any
securities  covered by this  Prospectus  which qualify for sale pursuant to Rule
144 under the  Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.

     All expenses of registration  incurred in connection with this offering are
being paid by us, but all brokerage  commissions and other expenses  incurred by
individual  Selling  Shareholders will be paid by that Selling  Shareholder.  We
will not receive any of the  proceeds  from such sales,  although we may receive
the  exercise  price in cash upon the  exercise of the  options  under which the
Award Shares are acquired by the Selling Shareholders.

     The Selling  Shareholders and any dealer  participating in the distribution
of any of the Award Shares,  or any broker executing selling orders on behalf of
the Selling Shareholders,  may be deemed to be "underwriters" within the meaning
of the  Securities  Act,  in which event any profit on the sale of any or all of
the Award Shares by them and any discounts or  commissions  received by any such
brokers or dealers may be deemed to be  underwriting  discounts and  commissions
under the Securities  Act, and such broker or dealer will be required to deliver
a copy of this Prospectus,  including a Prospectus  Supplement,  if required, to
any person who  purchases any of the Award Shares from or through such broker or
directly.

     In order to comply with the securities  laws of certain states which may be
applicable,  the Award Shares will be sold only through  registered  or licensed
brokers or dealers in such states.


                                       26
<PAGE>


In  addition,  in certain  states,  the Award Shares may not be sold unless they
have been  registered or qualified  for sale in such state or an exemption  from
such registration or qualification requirement is available and complied with.

                            DESCRIPTION OF SECURITIES

     Our  common  stock is  entitled  to  share,  on a  ratable  basis,  in such
dividends  as may be declared  by the Board of  Directors  out of funds  legally
available  for that purpose.  Each share of common stock  entitles its holder to
one vote.  Holders of common  stock do not have  cumulative  voting  rights.  In
addition,  the shares of common stock do not have  preemptive,  subscription  or
conversion rights nor are they redeemable by us.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Joseph Sierchio and Stephen A. Albert,  members of Sierchio & Albert, P.C.,
our  counsel,  each own 9,500  shares of our common  stock.  We have not awarded
options under the Plan to either of Messrs. Sierchio and Albert.

                        SEC POSITION REGARDING INDEMNITY

     The  laws  of  the  State  of  Colorado  and  the  Company's   Articles  of
Incorporation  permit  indemnification  of its  directors  and officers  against
certain  liabilities,  including  liability  arising under the  Securities  Act.
Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our directors,  officers and controlling persons pursuant to the
foregoing provisions,  or otherwise, we have been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934 (the  "Exchange  Act") and in  accordance  with the Exchange Act, we
file reports,  proxy  statements,  and other information with the Securities and
Exchange Commission.  Such reports, proxy statements,  and other information can
be inspected  and copied at the public  reference  facilities  maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W.,  Washington,  D.C.
20549 or at the Regional Offices of the Securities and Exchange Commission:  500
West Madison Street, 14th Floor,  Chicago,  Illinois 60661 and Seven World Trade
Center,  New  York,  NY 10048.  Copies of these  materials  can be  obtained  at
prescribed  rates  from the  Public  Reference  Section  of the  Securities  and
Exchange  Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549.  The
public may obtain  information on the operation of the Public  Reference Room by
calling the Securities and Exchange  Commission at 1-800-SEC-0330.  In addition,
the   Securities   and   Exchange   Commission   maintains   an  Internet   Site
(http://www.sec.gov)  that contains reports,  proxy, and information statements,
and other information  regarding the issuers that file  electronically  with the
Commissioner.


                                       27
<PAGE>

     We are  currently  subject to the rules under the Exchange Act  prescribing
the furnishing and content of proxy statements, and its officers,  directors and
principal  shareholders  are subject to the  reporting  and  short-swing  profit
recovery  provisions  contained in Section 16 of that Act. We are required under
that Act to publish  periodic  reports prepared in accordance with United States
Generally Accepted  Accounting  Principles.  We are also required to file annual
reports containing audited financial statements and quarterly reports containing
unaudited  results of  operations as well as such other reports as may from time
to time be  authorized  by the Board of Directors or be required  under law. Our
management has solicited  proxies from our  shareholders and intends to continue
this policy.

     Our common stock is traded on the NASD Electronic  Bulletin Board under the
symbol OTC-BB: SWEB. We have filed with the Securities and Exchange Commission a
Registration  Statement  on Form S-8 (the  "Registration  Statement")  under the
Securities Act, as amended (the "Act"),  with respect to 2,000,000 shares of our
common stock, to be issued to employees,  directors, advisors and/or consultants
of  the  company  pursuant  to  the  1999  Incentive  Stock  Option  Plan.  This
Prospectus,  which  is  Part  I of the  Registration  Statement,  omits  certain
information  contained in the Registration  Statement.  For further  information
with  respect to us and the shares of common stock  offered by this  Prospectus,
reference is made to the Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not  necessarily  complete,
and where any such  document is an exhibit to the  Registration  Statement or is
incorporated  by  reference  herein,  each such  statement  is  qualified in all
respects by the provisions of such exhibit or other document, to which reference
is hereby made,  for a full  statement of the provision  thereof.  A copy of the
Registration  Statement,  with exhibits, may be obtained from the Securities and
Exchange  Commission's  office in  Washington,  D.C. (at the above address) upon
payment of the fees  prescribed by the rules and  regulations of the Commission,
or examined there without charge.



                                       28
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The documents listed in (1) through (3) below are incorporated by reference
in this registration statement.

     (1) Stockgroup.com Holdings, Inc.  ("Stockgroup.com")  latest annual report
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or, in the case of  Stockgroup.com,  either (1)
the latest  prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Act"),  that contains  audited  financial  statements for
Stockgroup.com's  latest fiscal year for which  statement have been filed or (2)
Stockgroup.com's  effective registration statement on Form 10-SB filed under the
Exchange Act containing audited financial statements for Stockgroup.com's latest
fiscal year.

     (2) All other reports and  documents  filed by  Stockgroup.com  pursuant to
Section 13(a) or 15(d) of the Exchange Act.

     (3)  The  description  of  Stockgroup.com's   securities   contained  in  a
Registration Statement filed under the Exchange Act, including any amendments or
report filed for the purpose of updating such description.

     All documents  subsequently  filed by  Stockgroup.com  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act after the date hereof and prior
to the filing of a  post-effective  amendment which indicate that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by  reference  in and to be a part
thereof from the date of filing of such documents.  Any statement contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be  modified  or  superseded  for the  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     The class of  securities to be offered  hereby is registered  under Section
12(g) of the  Exchange  Act,  as  amended.  A  description  of  Stockgroup.com's
securities is set forth in the  Registration  Statement  filed  pursuant to Form
10-SB, as amended.  Stockgroup.com  registered common stock which is entitled to
share,  on a ratable basis, in such dividends as may be declared by the Board of
Directors out of funds legally  available  therefor.  Each share of common stock
entitles  the holders  thereof to one vote.  Holders of common stock do not have
cumulative voting rights nor does the common stock have preemptive, subscription
or conversion rights and is not


                                       29
<PAGE>


redeemable by Stockgroup.com.

ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL

     Joseph Sierchio and Stephen A. Albert,  members of Sierchio & Albert, P.C.,
our  counsel,  each own 9,500  shares of our common  stock.  We have not awarded
options under the Plan to either of Messrs. Sierchio and Albert.

ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  applicable   laws  of  Colorado  and   Stockgroup.com's   Articles  of
Incorporation  permit  indemnification  of its  directors  and officers  against
certain   liabilities,   which  would  include  liabilities  arising  under  the
Securities Act.

     Under  Section  7-109-102 of the Colorado  Business  Corporations  Act (the
"Colorado  Act"),  a  corporation  may  indemnify  a  person  made a party  to a
proceeding  because the person is or was a director,  against liability incurred
in the  proceeding.  Indemnification  permitted under this section in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     Indemnification is only possible under this section  7-109-102,  however if
(a) the person conducted him/herself in good faith and (b) the person reasonably
believed  (i)  in  the  case  of  conduct  in  an  official  capacity  with  the
corporation,  that his or her conduct was in the  corporation's  best interests;
and (ii) in all other cases, that his or her conduct was at least not opposed to
the  corporation's  best  interests;  and  (c)  in  the  case  of  any  criminal
proceeding, the person had no reasonable cause to believe his or her conduct was
unlawful.

     It should be noted, however, that under Section 7-109-102(4), a corporation
may not  indemnify a director (i) in  connection  with a proceeding by or in the
right of the  corporation  in which  the  director  is  adjudged  liable  to the
corporation; or (ii) in connection with any other proceeding in which a director
is  adjudged  liable  on the  basis  that he or she  derived  improper  personal
benefit.

     Under   Section   7-109-103,   a  director   is   entitled   to   mandatory
indemnification,  when  he/she  is  wholly  successful  in  the  defense  of any
proceeding  to which  the  person  was a party  because  the  person is or was a
director, against reasonable expenses incurred in connection to the proceeding.

     Under Section 7-109-105,  unless restricted by a corporation's  articles of
incorporation,  a director who is or was a party to a  proceeding  may apply for
indemnification to a court of competent jurisdiction. The court, upon receipt of
the  application,  may order  indemnification  after giving any notice the court
considers necessary.  The court,  however, is limited to awarding the reasonable
expenses  incurred in connection  with the proceeding  and  reasonable  expenses
incurred to obtain court-ordered indemnification.


                                       30
<PAGE>


     Under Section 7-109-107, unless restricted by the corporation's articles of
incorporation,  an  officer  of a  corporation  is also  entitled  to  mandatory
indemnification  and to  apply  for  court-ordered  indemnification  to the same
extent as a director.

     A corporation may also indemnify an officer, employee,  fiduciary, or agent
of the corporation to the same extent as a director.

     Under Section 7-109-108,  a corporation may purchase and maintain insurance
on behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the corporation  against liability  asserted against or incurred by the
person in that capacity,  whether or not the corporation would have the power to
indemnify  such person  against the same  liability  under other sections of the
Colorado Act.

     Article XIII of  Stockgroup.com's  Articles of Incorporation  also contains
provisions  providing for the  indemnification  of directors and officers of the
company as follows:

     "The Board of Directors of the Corporation shall have the power to:

     A. Indemnify any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the Corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonable  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed to be in the best  interests of the  Corporation  and, with
respect  to any  criminal  action or  proceedings,  had no  reasonable  cause to
believe  his conduct  was  unlawful.  The  termination  of any  action,  suit or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its equivalent  shall not of itself create a presumption  that the
person did not act in good faith and in a manner which he reasonably believed to
be in the best  interests of the  Corporation  and, with respect to any criminal
action or proceeding, had reasonable cause to believe the action was unlawful.

     B. Indemnify any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director,  officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of the Corporation, partnership, joint venture, trust or other or agent
of the  Corporation,  partnership,  joint  venture,  trust or  other  enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith and in a manner he  reasonably  believed  to be in the best
interests of the Corporation; but no indemnification shall be made in respect of
any claim,  issue or matter as to which  such  person  has been  adjudged  to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Corporation unless and only to


                                       31
<PAGE>


the extent that the court in which such  action or suit was  brought  determines
upon application that, despite the adjudication of liability, but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification for such expenses which such court deems proper.

     C. Indemnify a Director,  officer,  employee or agent of the Corporation to
the extent that such person has been  successful on the merits in defense of any
action, suit or proceeding referred to in Subparagraph A or B of this Article or
in defense of any claim,  issue, or matter therein,  against expenses (including
attorney's  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

     D.  Authorize  indemnification  under  Subparagraph  A or B of this Article
(unless  ordered  by a court) in the  specific  case upon a  determination  that
indemnification  of the  Director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said  Subparagraph  A or B.  Such  determination  shall be made by the  Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or,  if  such a  quorum  is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written option, or by the shareholders.

     E. Authorize  payment of expenses  (including  attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action,  suit or proceeding as authorized in  Subparagraph D
of this Article upon receipt of an  undertaking by or on behalf of the Director,
officer,  employee  or  agent to  repay  such  amount  unless  it is  ultimately
determined  that  he is  entitled  to  be  indemnified  by  the  Corporation  as
authorized in this Article.

     F. Purchase and maintain  insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who is or was serving
at the request of the Corporation as a Director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity  or arising out of his status as such,  whether or not the  Corporation
would have the power to indemnify him against such liability under the provision
of this Article.

     The indemnification  provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these  Articles  of  Incorporation,  and  the  Bylaws,  agreement,  vote  of the
shareholders or disinterested directors or otherwise, and any procedure provided
for by any of the foregoing,  both as to action in his official  capacity and as
to action in another  capacity while holding such office,  and shall continue as
to a person  who has ceased to be a  Director,  officer,  employee  or agent and
shall  inure to the benefit of heirs,  executors  and  administrators  of such a
person."

     Stockgroup.com  has no  agreements  with any of its  directors or executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.


                                       32
<PAGE>


     At  present,  there is no pending  litigation  or  proceeding  involving  a
director or executive officer of Stockgroup.com as to which  indemnification  is
being sought.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8 - EXHIBITS

(A)  EXHIBITS

        EXHIBIT     DESCRIPTION
        -------     -----------

          3.1       Articles   of   Incorporation   (Colorado)-Incorporated   by
                    reference  to  Exhibit  2.1 of  Stockgroup.com's  Form 10-SB
                    filed January 29, 1998.

          3.2       By-Laws  -  Incorporated  by  reference  to  Exhibit  2.2 of
                    Stockgroup.com's Form 10-SB, filed January 29, 1998.

          5.0       Legal opinion of Sierchio & Albert, P.C.

          10.01     1999 Incentive Stock Option Plan

          23.1      Consent of Sierchio & Albert,  P.C., included in the opinion
                    filed as Exhibit 5 hereto.

          23.2      Consent of Independent Certified Public Accountant.


ITEM 9 - UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  to include any additional or changed material  information on the
               plan of distribution.

     (2)  That for the purpose of determining any liability under the Securities
          Act, each such  post-effective  amendment  shall be deemed to be a new
          registration statement


                                       33
<PAGE>


          relating to the securities  offered therein,  and the offering of such
          securities  at the time  shall be deemed to be the  initial  bona fide
          offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of an employee  benefit plan
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



                                       34
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Vancouver,  Province of British Columbia,  Canada, on
the 5th day of November, 1999.

         STOCKGROUP.COM HOLDINGS, INC.


By:       s/ Marcus New
         -----------------------------------
         Marcus New, Chief Executive Officer

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



 s/ Marcus New                                          Dated:  November 5, 1999
------------------------------------------------
Marcus New, Director and Chief Executive Officer


 s/ John Dawe                                           Dated:  November 5, 1999
------------------------------------------------
John Dawe, V.P. Finance, Treasurer, Secretary


 s/ Les Landes                                          Dated:  November 5, 1999
------------------------------------------------
Les Landes, Chief Operating Officer


 s/ David Caddey                                        Dated:  November 5, 1999
------------------------------------------------
David Caddey, Director


 s/ Craig Faulkner                                      Dated:  November 5, 1999
------------------------------------------------
Craig Faulkner, Chief Technology Officer, Director


s/Louis deBoer II                                       Dated:  November 5, 1999
------------------------------------------------
Louis deBoer II, Director


<PAGE>


                                INDEX TO EXHIBITS



        EXHIBIT     DESCRIPTION

          3.1       Articles   of   Incorporation   (Colorado)-Incorporated   by
                    reference  to  Exhibit  2.1 of  Stockgroup.com's  Form 10-SB
                    filed January 29, 1998.

          3.2       By-Laws  -  Incorporated  by  reference  to  Exhibit  2.2 of
                    Stockgroup.com's Form 10-SB, filed January 29, 1998.

          5.0       Legal opinion of Sierchio & Albert, P.C.

          10.01     1999 Incentive Stock Option Plan

          23.1      Consent of Sierchio & Albert,  P.C., included in the opinion
                    filed as Exhibit 5 hereto.

          23.2      Consent of Independent Certified Public Accountants.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 120188}]
{"company-data": {"conformed-name": "STOCKGROUP COM HOLDINGS INC", "cik": "0001054097", "assigned-sic": "7310", "irs-number": "841379282", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91043", "film-number": "99758946"}, "business-address": {"street1": "1000 789 W PENDER STREET", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 1H2", "state": "A2", "phone": "6043310995"}, "mail-address": {"street1": "1000 789 W PENDER STREET", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 1H2", "state": "A2"}, "former-company": {"former-conformed-name": "I TECH HOLDINGS INC", "date-changed": "19980129"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                          STOCKGROUP.COM HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          Colorado                                      84-1379282
(State of other jurisdiction of             (IRS Employer identification number)
 incorporation of organization)

                         Suite 500-750 W. Pender Street
                 Vancouver, B.C., Canada V6C 2T7 (604) 331-0995
        (Address, including postal code, and telephone number, including
                   area code, of principal executive offices)

                   1999 Incentive Stock Option Plan As Amended
                            (Full Title of the Plan)

                   Marcus New                   Copies of all communications to:
        c/o Corporation Service Company                  Joseph Sierchio
                 1560 Broadway                       Sierchio & Albert, P.C.
                Denver, CO 80202                150 East 58th Street, 25th Floor
                 (303) 860-7052                     New York, New York 10155
    (Name, Address and telephone number                    (212) 446-9500
              of Agent for Service

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
 Title of securities       Amount to be      Proposed maximum offering    Proposed maximum aggregate       Amount of
   to be registered         registered         price per share(1)(2)            offering price          Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Shares               2,000,000                 N/A                       $3,820,100                 $1,062
(no par value)
------------------------------------------------------------------------------------------------------------------------
Total                       2,000,000                 N/A                       $3,820,100                 $1,062
========================================================================================================================
(1)  The closing price for the Registrant's common stock in the over-the-counter
     market on November 15, 1999 was $2.32 per share.

To date,  Registrant  has  granted  the  following  number of  options  with the
following respective exercise prices per share:

           105,000      $0.01                          8,000     $3.437
           640,800      $0.94                          2,500     $3.50
           692,000      $2.50                         10,000     $3.75
             8,000      $2.75                         24,000     $3.875
             8,000      $2.937                        16,000     $4.00
            23,000      $3.00                          8,000     $4.437
            18,000      $3.062                        10,000     $5.625
             5,000      $3.25

     Pursuant to Rule 457(c) and 457(h)(i),  the registration fee was calculated
on the basis of these figures.

(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement  also covers an  indeterminate  amount of interests to be offered
     and sold pursuant to the employee benefit plan described herein.
EXPLANATORY NOTE

     This  Registration  Statement on a Form S-8  includes a Reoffer  Prospectus
prepared in accordance  with the  requirements of Form S-3 which may be used for
the reoffer and resale of securities  registered hereby, by certain officers and
directors of the Company who may be deemed  "affiliates"  of the Company as that
term is defined in Rule 405 under the Securities Act of 1933, as amended.

                                       ii
PROSPECTUS
                                2,000,000 SHARES
                          STOCKGROUP.COM HOLDINGS, INC.
                            1999 STOCK INCENTIVE PLAN
                           COMMON STOCK, NO PAR VALUE

     This  Prospectus  is part of a  registration  statement  which  we filed to
register  2,000,000 shares of our common stock.  These shares may be issued upon
the  exercise  of stock  options  which  we have  granted  and may  grant to our
employees,  consultants,  officers and directors  under our 1999 Incentive Stock
Option Plan, as amended (the "Plan").  Our common stock is quoted for trading on
the NASD's over the counter  electronic  bulletin  board (the "OTCBB") under the
symbol SWEB.

     This  Prospectus  relates to offers and sales of shares of our common stock
by certain directors, consultants and advisors of the Company (collectively, the
"Selling  Shareholders") who may be deemed to be "affiliates" of the Company, as
defined in Rule 405 under the  Securities  Act of 1933,  as  amended.  Shares of
common  stock  may be  acquired  or have been  acquired  by those  persons  upon
exercise of stock options  granted  pursuant to the Plan. The shares that may be
acquired by the  Selling  Shareholders  pursuant  to the Plan are called  "Award
Shares."  Although  the  expenses  of  preparing  and  filing  the  registration
statement,  of which this  Prospectus  is a part,  are being paid by us, we will
receive no part of the proceeds of any such sales.  However, we will receive the
proceeds from the exercise, if any, of the stock options granted pursuant to the
Plan.

     Our  principal  office is  located at Suite 500 - 750 West  Pender  Street,
Vancouver,  B.C.,  Canada  V6C 2T7  (Telephone  No.  (604)  331-0995).  We are a
corporation formed under and governed by the laws of the State of Colorado.

                     SEE "RISK FACTORS" FOR CERTAIN FACTORS
                  RELATING TO THE COMPANY BEGINNING ON PAGE 5.

     Neither The  Securities And Exchange  Commission  Nor Any State  Securities
     Commission  Has Approved Or  Disapproved  Of The Award Shares Or Determined
     That This Prospectus Is Accurate.  Any  Representation To The Contrary Is A
     Criminal Offense.

As of the date of this  Prospectus,  1,578,300  stock  options have been granted
under the Plan.

     The Award  Shares may be sold from time to time to  purchasers  directly by
any of the Selling  Shareholders.  Alternatively,  the Selling  Shareholders may
sell Award  Shares in one or more  transactions  (which may  involve one or more
block  transactions) in sales occurring on the OTC BB, in separately  negotiated
transactions or in a combination of  transactions.  Each sale may be made either
at market prices  prevailing  at the time of such sale or at negotiated  prices;
some or all of the Award Shares may be sold through  brokers acting on behalf of
the  Selling  Shareholders  or to dealers  for resale by such  dealers;  and, in
connection with these sales, the brokers or dealers may receive  compensation in
the form of discounts or commissions  from the Selling  Shareholders  and/or the
purchasers  of such  shares  from whom  they may act as  broker or agent  (which
discounts or commissions  are not expected to exceed those customary in the type
of transaction  involved).  However,  any securities  covered by this Prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold
under Rule 144 rather  than  pursuant to this  Prospectus.  Please also refer to
"Plan of Distribution."

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

                The date of this Prospectus is November 16, 1999.

                                       1
TABLE OF CONTENTS

Incorporation of Certain Information by Reference............................2

The Company..................................................................4

Risk Factors.................................................................5

Use of Proceeds.............................................................25

Selling Shareholders........................................................25

Plan of Distribution........................................................26

Description of Securities...................................................27

Interests of Named Experts and Counsel......................................27

SEC Position Regarding Indemnity............................................27

Available Information.......................................................27

     We have not  authorized  any person to give any  information or to make any
representations  to you that are not contained in this Prospectus.  You must not
rely upon any information not contained in this Prospectus.

     This Prospectus  does not constitute an offer of any securities  other than
the Award  Shares that may be offered  hereby or an offer of Award Shares to any
person in any jurisdiction  where such offer would be unlawful.  The delivery of
this Prospectus or any sale made through its use at any time does not imply that
the information herein is correct as of any time subsequent to its date.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed by us with  the  Securities  and  Exchange
Commission are incorporated herein by reference and made a part hereof:

     1.   Our latest  Annual  Report on Form  10-KSB  for the fiscal  year ended
          December 31, 1998 filed  pursuant to Section 13(a) of the Exchange Act
          which  contains  financial  statements  for our latest fiscal year for
          which a form 10-KSB was required to have been filed.

     2.   Our  Current  Report  filed on Form 8-K with the SEC on March 19, 1999
          pursuant to Section 13 or 15(d) of the Exchange Act and the amendments
          thereto filed with the SEC on March 24, 1999 and May 11, 1999.

                                       2
3.   Our  Quarterly  Reports  filed on Form  10-QSB with the SEC on May 13,
          1999  pursuant to Section 13 or 15(d) of the  Exchange Act of 1934 for
          the period ending March 31, 1999.

     4.   Our  Current  Report  filed on Form 8-K with the SEC on June 25,  1999
          pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

     5.   Our  Current  Report  filed on Form  8-K with the SEC on July 9,  1999
          pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

     6.   Our  Quarterly  Report  filed on Form  10-QSB with the SEC on July 12,
          1999  pursuant to Section 13 or 15(d) of the  Exchange Act of 1934 for
          the period ended June 30, 1999.

     7.   The  description  of our  securities  contained  in  our  registration
          statement on Form 10-SB, as amended, filed on June 29, 1998.

     8.   In addition to the  foregoing,  all  documents  subsequently  filed by
          Stockgroup.com pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
          Securities  Act,  prior to the  filing of a  post-effective  amendment
          which indicated that all remaining  securities  offered have been sold
          or which  registers all  securities  then remaining  unsold,  shall be
          deemed to be incorporated by reference in this Registration  Statement
          and to be part thereof from the date of filing such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by  reference  in this  Prospectus  is  deemed to be  modified  or
superseded for the purposes of this Registration  Statement to the extent that a
statement  contained  in this  Prospectus  or in any  other  subsequently  filed
document  which also is or is deemed to be  incorporated  by  reference  in this
Prospectus  modifies or supersedes such statement.  Any statement so modified or
superseded is not be deemed, except as so modified or superseded,  to constitute
a part of this Registration Statement.

     This Prospectus  incorporates documents by reference that are not presented
in it or delivered  with it. We will  provide,  without  charge,  to each person
(including  any  beneficial  owner) to whom this  Prospectus is delivered,  upon
written or oral request of that person, a copy of any and all of the information
that has been  incorporated  by  reference  in this  Prospectus  (not  including
exhibits to such information unless such exhibits are specifically  incorporated
by reference into such  information).  Those requests should be directed to John
Dawe, Vice President Finance,  Secretary & Treasurer, at our principal executive
offices at Suite 500-750 West Pender  Street,  Vancouver,  B.C.,  Canada V6C 2T7
(604) 331-0995.

                                       3
THE COMPANY

     Stockgroup.com  Holdings,  Inc. was incorporated under the laws of Colorado
on December 6, 1994 under the name of I-Tech Holdings  Group,  Inc. On March 11,
1999, we acquired Stock Research Group, Inc. ("our  subsidiary") and underwent a
change in control. Through our subsidiary,  we commenced our present business at
that time.  Prior to that time we were engaged in the design and  implementation
of  websites.  All  descriptions   concerning  our  business  included  in  this
Prospectus incorporate our subsidiary. On May 6, 1999, we officially changed our
name from I-Tech Holdings Group, Inc. to Stockgroup.com Holdings, Inc.

     Our  executive  offices are located at Suite 500 - 750 West Pender  Street,
Vancouver,  British  Columbia V6C 2T7. We also maintain offices in New York, San
Francisco,  Toronto and  Calgary.  We are a reporting  issuer under the Exchange
Act.

Our Business

     We are an investment  information  online  "Community"  with viewers in the
United States, Canada and abroad. The "Community" model is based on the creation
and  fostering  of an  Internet  site  which  provides  members  with a range of
services  and content  which are  targeted  toward a certain  area of  interest.
Community  sites  are  generally  designed  to  foster  a  user's  creative  and
interactive  experience.  Content is generally  based around  themes of interest
such as News, Business,  Entertainment,  Life, Art, Career Information, Romance,
Sports, Technology,  Travel, etc. By satisfying the personal and practical needs
of its  users,  an online  Community  seeks to become  the  users  online  home.
Generally,  a Community's revenue sources include the sale of advertising,  with
additional  revenues generated through  e-commerce  arrangements and the sale of
membership subscriptions for enhanced services.

     We focus on business  and  financial  news and  information  for  investors
interested in micro and small capitalization companies. These are companies that
have market capitalization (defined as shares outstanding times the market price
per  share)  of less  than $750  million  in the case of "small  capitalization"
companies or $50 million in the case of "micro capitalization" companies.

     Our main  website,  www.smallcapcenter.com,  acts as a portal for investors
researching,  analyzing,  and discussing micro and small cap stocks and markets.
This website provides  newsworthy micro and small cap information to hundreds of
thousands of investor  viewers as well as  disseminating  information  about our
corporate  clients.  This information  includes  detailed profiles of companies,
industry news,  stock quotes,  charts,  daily market reports,  news releases and
other investment  tools. Our Community is multi-tiered and includes both general
interest and  industry-specific  areas  including:  Computer  Hardware/Software;
Telecomm;      Mining/Exploration;      Technology;     Automotive;     Oil/Gas;
Financial/Insurance;   Medical  Tech;  Manufacturing;   Biotech;  Environmental;
Food/Beverage  Tech;  Real Estate;  and  Entertainment.  We believe that we have
become a primary provider of timely,  accurate  investment  information to micro
and small cap investors.

                                       4
Our subsidiary has been in operation  since 1995 and  historically  has had
three sources of revenue:  (i) financial products for public companies' Internet
sites; (iii) marketing services; and (iii) advertising.

     Our business is characterized by rapid  technological  change,  new product
development and evolving industry standards. Our business involves various risks
and  uncertainties,  including our limited operating history, a new and unproven
business model and the limited history of commerce on the Internet.  Our success
may  depend in part  upon the  emergence  of the  Internet  as a  communications
medium,  prospective  product  development  efforts  and the  acceptance  of our
products and services by the marketplace.  As part of our strategic  development
plans,  we invest  significant  resources  in research  and  development  of new
products and services.

     As of October, 1999 we had 53 employees, of which 51 were full time.

                                  RISK FACTORS

     The  following  factors  should be considered  carefully in evaluating  the
Company and its business  before  purchasing  the common shares  offered by this
Prospectus.

Our limited  operating  history makes the evaluation of our current business and
the forecasting of our future results difficult.

     We have a limited  operating  history upon which an  evaluation  of us, our
current  business  and  our  prospects  can be  based,  each  of  which  must be
considered in light of the risks,  expenses and problems frequently  encountered
by all companies in the early stages of  development,  and  particularly by such
companies entering new and rapidly developing markets like the Internet.

Risks related to the Internet may affect our success.

     There are many risks  associated  with  operations on the Internet that may
adversely  affect our  success.  Such risks  include,  without  limitation,  the
following:

o    the lack of broad  acceptance of the Community  model (as described on page
     4) on the Internet

o    the possibility  that the Internet will fail to achieve broad acceptance as
     an advertising  and commercial  medium

o    our  inability  to attract or retain  viewers  or to  generate  significant
     advertising  revenues or subscription  service  revenues from our corporate
     clients

o    a new and relatively unproven business model

o    our ability to anticipate and adapt to a developing market

                                       5
o    the failure of our network infrastructure  (including its servers, hardware
     and software) to efficiently handle its Internet traffic

o    changes in laws that adversely affect our business

o    our  ability  to  manage  effectively  our  rapidly  expanding  operations,
     including  the amount and timing of capital  expenditures  and other  costs
     relating to the expansion of our operations

o    the introduction and development of different or more extensive Communities
     by our direct and indirect  competitors  of,  including  those with greater
     financial, technical and marketing resources

o    our inability to maintain and increase levels of traffic on our Web site

o    our  inability to attract,  retain and  motivate  qualified  personnel  and
     general economic conditions.

Our recent revenue growth may not continue in the future.

     There can be no assurance  that the revenue  growth we have  experienced in
recent periods will continue or increase.  Our limited  operating  history makes
the prediction of future results  difficult or impossible  and,  therefore,  our
recent  revenue  growth  should not be taken as an indication of any growth that
can be expected in the future. Furthermore,  our limited operating history leads
us to believe that period-to-period comparisons of our operating results are not
meaningful  and that the results for any period  should not be relied upon as an
indication  of future  performance.  To the extent that  revenues do not grow at
anticipated rates, our business,  results of operations and financial  condition
would be materially and adversely affected.

We anticipate losses for the foreseeable future.

     We have not achieved  profitability in the current period and we anticipate
that we will continue to incur net losses for the foreseeable future. The extent
of these  losses will depend,  in part,  on the amount of our growth in revenues
from advertising sales, client product and marketing services and sales revenues
and  subscription  fees from new  services.  As of December 31, 1998,  we had an
accumulated  deficit of CDN$35,000.  We expect that our operating  expenses will
increase significantly during the next several years, especially in the areas of
sales  and  marketing,   product  development  and  general  and  administrative
expenses.  Thus,  we  will  need  to  generate  increased  revenues  to  achieve
profitability. To the extent that increases in our operating expenses precede or
are not subsequently followed by corresponding increases in revenues, or that we
are unable to adjust operating expense levels accordingly, our business, results
of  operations  and  financial  condition  would  be  materially  and  adversely
affected.  There  can be no  assurance  that we will  ever  achieve  or  sustain
profitability or that our operating losses will not increase in the future.

Our future  success is dependent on  continued  growth in use of and  commercial
viability of the Internet.

     Our future success is substantially  dependent upon continued growth in the
use of the

                                       6
Internet. To support advertising sales, and product and marketing services sales
revenues on www.smallcapcenter.com,  the Internet's recent and rapid growth must
continue,  and use of the Internet must become widespread.  None of these can be
assured.  The Internet may prove not to be a viable  information  communications
medium  and  information  marketplace.  Additionally,  due  to  the  ability  of
consumers to easily compare prices of similar  products or services on competing
Web sites,  gross  margins  for the  services  marketed  by us may narrow in the
future and, accordingly,  our revenues may be materially negatively impacted. If
use of the  Internet  does  not  continue  to grow,  our  business,  results  of
operations and financial condition would be materially and adversely affected.

     Additionally,  there are  several  issues  that  could  lead to  resistance
against the acceptance of the Internet as a viable  commercial  marketplace.  To
the extent that the Internet  continues to experience  significant growth in the
number  of  users  and the  level of use,  there  can be no  assurance  that its
technical  infrastructure will continue to be able to support the demands placed
upon it. The necessary  technical  infrastructure  for significant  increases in
electronic news  dissemination and e-commerce  related to it, such as a reliable
network  backbone,  may not be timely and  adequately  developed.  In  addition,
performance improvements,  such as high-speed modems, may not be introduced in a
timely fashion.  Furthermore,  security and authentication concerns with respect
to transmission  over the Internet of confidential  information,  such as credit
card numbers,  may remain.  Also,  the Internet  could lose its viability due to
delays in the development or adoption of new standards and protocols required to
handle  increased  levels  of  activity,   or  due  to  increased   governmental
regulation.  Changes  in  or  insufficient  availability  of  telecommunications
services could result in slower response times and adversely affect usage of the
Internet.  To the  extent  the  Internet's  technical  infrastructure  does  not
effectively  support  the  growth  that may  occur,  our  business,  results  of
operations and financial condition would be materially and adversely affected.

     Our  business  model and  acceptance  of our  products  is  unproven in the
developing market in which we operate.

     Our business model is new and relatively  unproven.  The model depends upon
our ability to generate  multiple  revenue streams by  diversifying  our product
offerings.  To be successful,  we must,  among other things,  develop and market
products  and  services  that  achieve  broad  market  acceptance  by its users,
advertisers and client subscriber companies.  There can be no assurance that any
Internet Community, including www.smallcapcenter.com,  will achieve broad market
acceptance.  Accordingly, no assurance can be given that our business model will
be successful or that it can sustain revenue growth or be profitable.

     The market for our  products and services is new,  rapidly  developing  and
characterized by an increasing  number of market entrants.  As is typical of any
new and rapidly  evolving  market,  demand and market  acceptance  for  recently
introduced  products and services are subject to a high level of uncertainty and
risk. Moreover, because this market is new and rapidly evolving, it is difficult
to predict its future growth rate, if any, and its ultimate  size. If the market
fails to develop,  develops more slowly than expected or becomes  saturated with
competitors,  or if our products  and services do not achieve or sustain  market
acceptance, our

                                       7
business,  results of operations and financial condition would be materially and
adversely affected.

If our  efforts to  achieve a strong  brand  identity  are not  successful,  our
business and operating results will be materially adversely affected.

     We believe that  establishing and maintaining  brand identity is a critical
aspect of efforts to attract and expand our viewer  base,  Internet  traffic and
advertising  and  commerce  relationships.  Furthermore,  we  believe  that  the
importance of brand recognition will increase as low barriers to entry encourage
the  proliferation  of Internet  sites.  In order to attract and retain viewers,
advertisers and subscriber clients, and in response to competitive pressures, we
intend to increase our financial  commitment to the creation and  maintenance of
brand  loyalty  among these groups.  We plan to  accomplish  this,  although not
exclusively,  through advertising campaigns in several forms of media, including
television, print, online media, and other marketing and promotional efforts. If
we do not  generate  a  corresponding  increase  in  revenue  as a result of our
branding efforts or otherwise fail to promote our brand  successfully,  or if we
incur  excessive  expenses in an attempt to promote and maintain our brand,  our
business,  results of operations and financial condition would be materially and
adversely affected.

     Promotion and enhancement of the smallcapcenter.com brand will also depend,
in part, on our success in providing a high-quality "Community Experience." Such
success cannot be assured. If viewers,  users,  advertisers and commerce vendors
do not perceive Smallcapcenter.com's Community experience to be of high quality,
or if we introduce new services or enter into new business ventures that are not
favorably  received  by such  parties,  the value of our brand could be diluted.
Such brand dilution could decrease the attractiveness of  Smallcapcenter.com  to
such parties,  and could materially and adversely affect the Company's business,
results of operations and financial condition.

We rely significantly on advertising  revenues,  the level of which is difficult
to  predict  and will  depend on the  amount of  "traffic"  on our  website  and
advertisers' acceptance of the internet - based advertising medium.

     We  derive  a  significant  portion  of  our  revenues  from  the  sale  of
advertisements  on our site, and expect to continue to do so for the foreseeable
future.  Our  business  model  therefore  is highly  dependent  on the amount of
"traffic" on  Smallcapcenter.com,  which has a direct effect on our  advertising
revenues.  We are in the early stages of implementing our  international  branch
network and our  advertising  sales programs,  which,  if not successful,  could
materially  and  adversely  affect  our  business,  results  of  operations  and
financial condition.

     Our ability to generate  significant  advertising  revenues will depend, in
part, on our ability to create new  advertising  programs  without  diluting the
perceived value of our existing  programs.  Our ability to generate  advertising
revenues will depend also, in part, on  advertisers'  acceptance of the Internet
as an attractive  and  sustainable  medium,  the

                                       8
development of a large base of users of our products and services, the effective
development of Web site content that provides user  demographic  characteristics
that will be attractive to advertisers,  and government regulation. The adoption
of  Internet-based  advertising,  particularly  by those  advertisers  that have
historically relied upon traditional  advertising media, requires the acceptance
of a new way of conducting business and exchanging information.  There can be no
assurance  that the market for Internet  advertising  will continue to emerge or
become  sustainable.  If the market  develops  more  slowly than  expected,  our
business,  results of operations and financial condition could be materially and
adversely affected.

     The  Internet  as an  advertising  medium  has  not  been  available  for a
sufficient   period  of  time  to  gauge  its  effectiveness  as  compared  with
traditional  advertising  media.  No standards have been widely accepted for the
measurement of the effectiveness of Internet-based advertising, and there can be
no assurance that any such standards will become widely  accepted in the future.
Additionally,  no standards  have been widely  accepted to measure the number of
unique users or page views related to a particular  site.  Internet  advertising
rates are based in part on  third-party  estimates of users of an Internet site.
Such  estimates  are  often  based on  sampling  techniques  or other  imprecise
measures,  and  may  materially  differ  from  our  estimates.  There  can be no
assurance that  advertisers  will accept our or other parties'  measurements  of
impressions.  The rejection by  advertisers  of such  measurements  could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

     The sale of Internet advertising is subject to intense competition that has
resulted  in a wide  variety  of pricing  models,  rate  quotes and  advertising
services.  This has made it difficult to project  future  levels of  advertising
revenues and rates.  It is also  difficult to predict which pricing  models,  if
any, will achieve broad  acceptance  among  advertisers.  As described above, to
date,  we have  based our  advertising  rates on  providing  advertisers  with a
guaranteed  number of impressions,  and any failure of our advertising  model to
achieve broad market  acceptance,  would have a material  adverse  effect on our
business, results of operations and financial condition.

A majority of our advertising contracts are of a short-term nature and the level
of advertising purchases in the future is uncertain.

     To date, substantially all of our advertising contracts have been for terms
averaging  one to three  months  in  length,  with  relatively  few  longer-term
advertising contracts. Many of our advertising customers have limited experience
with  Internet  advertising,  have not  devoted a  significant  portion of their
advertising  expenditures to Internet  advertising and may not believe  Internet
advertising to be effective relative to traditional advertising media. There can
be  no  assurance  that  our  current  advertisers  will  continue  to  purchase
advertisements on www.smallcapcenter.com.

                                       9
If the  advertisers'  guaranteed  minimum  view run times on our Website are not
met, we will be required to provide  additional run times following the contract
terms which may limit our advertising inventory.

     Our  contracts  with  advertisers  typically  guarantee  the  advertiser or
sponsor either a minimum view run time during which the ad will be seen by users
of   smallcapcenter.com;   or,   a   minimum   number   of   "impressions,"   or
"click-throughs,"  or times that a sponsorship or advertisement is seen by users
of smallcapcenter.com.  To the extent that minimum view run times, or impression
or click-through  levels are not achieved for any reason,  we may be required to
"make good" or provide additional impressions after the contract term, which may
adversely affect the availability of advertising  inventory and which could have
a material  adverse effect on our business,  results of operations and financial
condition.

     Specifically,   the  process  of  managing   advertising  within  a  large,
high-traffic  Web site such as ours is an  increasingly  important  and  complex
task. If we do not manage this task in an efficient and appropriate  manner, our
financial  performance may be impaired.  To the extent that we encounter  system
failures or material  difficulties in the operation of our systems,  we could be
unable to deliver banner  advertisements and sponsorships  through our site. Any
extended  failure of, or material  difficulties  encountered in connection with,
our advertising  management system may expose the company to further "make good"
obligations  with our  advertisers,  which,  by displacing  salable  advertising
inventory,  among other  consequences,  would  reduce  revenues and could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

The increased  use by consumers of software  programs  which remove  advertising
from their desktops could have an adverse affect on our advertising revenues.

     "Filter"  software  programs  that  limit  or  remove  advertising  from an
Internet  user's  desktop are  available to  consumers.  Widespread  adoption or
increased  use of such  software by users or the  adoption  of such  software by
certain  Internet access providers could have a material adverse effect upon the
viability  of  advertising  on the  Internet  and, as we rely  significantly  on
advertising  revenues,  on our  business,  results of  operations  and financial
condition.

Potential  fluctuations in our operating results and quarterly  fluctuations may
adversely affect our trading price.

     Our operating results may fluctuate significantly in the future as a result
of a variety of factors, many of which are outside our control. See "Our Limited
Operating..."  p.5 and  "Our  Recent  Revenue  Growth..."  p.6.  As a  strategic
response  to changes in the  competitive  environment,  we may from time to time
make certain pricing,  service or marketing decisions or acquisitions that could
have a material short-term or long-term adverse effect on our business,  results
of operations and financial  condition.  See "If our efforts to achieve a strong
brand identity..." p.8.

     We  derive  a  significant  portion  of  our  revenues  from  the  sale  of
advertising under short-term contracts, averaging one to three months in length.
As a result,  our quarterly revenues and operating results are, to a significant
extent, dependent on advertising revenues from contracts entered into within the
quarter,  and on our ability to adjust spending in a timely

                                       10
manner  to  compensate  for any  unexpected  revenue  shortfall.  See  "We  rely
significantly  on advertising  revenues..."  p.8; "A majority of our advertising
contracts..."  p.9; "If the advertisers'  guaranteed  minimum view run times..."
p.10.

     The  foregoing  factors,  in some future  quarters,  may lead our operating
results to fall below the expectations of securities analysts and investors.  In
such event, the trading price of our common stock would likely be materially and
adversely affected.

We are controlled by our officers, directors and entities affiliated with them.

     In  the  aggregate,   ownership  of  our  shares  by  Management  represent
approximately  46% of our issued and outstanding  shares of common stock.  These
stockholders,  if acting together,  will be able to significantly  influence all
matters  requiring  approval  by our  stockholders,  including  the  election of
directors   and  the  approval  of  mergers  or  other   business   combinations
transactions.

Our future performance is dependent on key personnel.

     Our performance is substantially dependent on the performance of our senior
management and key technical  personnel.  In particular,  our success depends on
the  continued  efforts  of our senior  management  team,  especially  our Chief
Executive Officer, Marcus New and our President,  Leslie Landes. The loss of the
services of any of our executive  officers or other key  employees  could have a
material  adverse  effect on our business,  results of operations  and financial
condition.  Although several senior management  personnel have substantial share
and/or stock options  interests,  we do not have agreements in place, which bind
its senior management to us.

     Our future  success  also depends on our  continuing  ability to retain and
attract  highly  qualified  technical,  editorial and managerial  personnel.  We
anticipate that the number of our employees will increase  significantly  in the
next 12 months.  Wages for managerial and technical employees are increasing and
are  expected  to continue  to  increase  in the  foreseeable  future due to the
competitive nature of this job market. There can be no assurance that we will be
able to retain our key  managerial  and  technical  personnel or that it will be
able to attract and retain additional highly qualified  technical and managerial
personnel in the future.  We have  experienced  difficulty  from time to time in
attracting  the personnel  necessary to support the growth of our business,  and
there can be no assurance that we will not experience  similar difficulty in the
future.  The  inability  to  attract  and retain the  technical  and  managerial
personnel  necessary to support the growth of our business,  due to, among other
things,  a large increase in the wages demanded by such personnel,  could have a
material  adverse effect upon our business,  results of operations and financial
condition.

A majority  of our  senior  management  is  inexperienced  in  managing a public
company.

     Our recent  growth has placed,  and is  expected  to  continue to place,  a
significant strain on our managerial,  operational and financial  resources.  To
manage our  potential  growth,  we

                                       11
must continue to implement and improve our  operational  and financial  systems,
and must expand,  train and manage its employee  base.  Our  President  and Vice
President  Finance joined us during August and November 1998,  respectively.  In
addition, we have yet to fill several key senior management posts.  Furthermore,
the members of our current senior management (other than the President) have not
had any  previous  experience  managing a public  company  or a large  operating
company.  There can be no assurance that we will be able to  effectively  manage
the expansion of our operations,  that our systems,  procedures or controls will
be adequate to support our  operations  or that our  management  will be able to
achieve the rapid  execution  necessary to fully exploit the market  opportunity
for our products and services.  Any inability to manage growth effectively could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition.

We must enhance and develop www.smallcapcenter.com to remain competitive.

     To  remain  competitive,  we must  continue  to  enhance  and  improve  the
responsiveness, functionality and features of www.smallcapcenter.com and develop
other products and services. Enhancements of or improvements to the Web site may
contain   undetected   programming   errors  that  require   significant  design
modifications, resulting in a loss of customer confidence and user support and a
decrease in the value of our brand name recognition.

     We plan to develop  and  introduce  new  features  and  functions,  such as
increased  capabilities for user  personalization  and interactivity.  This will
require the development or licensing of increasingly complex technologies. There
can be no assurance that we will be successful in developing or introducing such
features and functions or that such features and functions  will achieve  market
acceptance  or enhance our brand name  recognition.  Any failure to  effectively
develop and  introduce  new features and  functions,  or the failure of such new
features  and  functions  to achieve  market  acceptance,  could have a material
adverse effect on our business, results of operations and financial condition.

     We also plan to develop and introduce new products and services.  There can
be no assurance  that we will be successful in  developing or  introducing  such
products and services or that such  products  and services  will achieve  market
acceptance  or enhance  our brand name  recognition.  Any failure on our part to
effectively develop and introduce these products and services, or the failure of
such products and services to achieve market  acceptance,  could have a material
adverse effect on our business, results of operations and financial condition.

The internet industry is characterized by rapid  technological  change which may
affect our ability to respond to the evolving demands of our market place.

     The market for Internet  products and  services is  characterized  by rapid
technological  developments,  evolving industry  standards and customer demands,
and  frequent  new  product   introductions  and   enhancements.   These  market
characteristics  are  exacerbated  by the emerging  nature of the market and the
fact that many  companies  are expected to introduce  new Internet  products and
services in the near future.  Our future success will depend in significant part
on its ability to continually improve the performance,  features and reliability
of the  site in

                                       12
response to both evolving demands of the marketplace and competitive product and
service  offerings,  and there can be no assurance that we will be successful in
doing so. In addition, the widespread adoption of developing multimedia enabling
technologies could require  fundamental and costly changes in our technology and
could   fundamentally   affect  the  nature,   viability  and  measurability  of
Internet-based  advertising,  which could adversely affect our business, results
of operations and financial condition.

We may be unable to accommodate increased consumer traffic on our website, which
would  limit our  ability  to  increase  advertising  sales and  achieve  market
acceptance.

     A key element of our strategy is to generate a high volume of user traffic.
Our  ability to attract  advertisers  and to achieve  market  acceptance  of its
products  and  services,  and its  reputation,  depend  significantly  upon  its
performance and its network infrastructure  (including its servers, hardware and
software).  Any system failure that causes  interruption or slower response time
of our products and services could result in less traffic to the Website and, if
sustained  or  repeated,  could  reduce the  attractiveness  of our products and
services to advertisers and licensees. An increase in the volume of user traffic
could strain the capacity of our technical  infrastructure,  which could lead to
slower response time or system failures, and could adversely affect the delivery
of the  number  of  impressions  that  are  owed to  advertisers  and  thus  our
advertising    revenues.    In   addition,   as   the   number   of   users   of
www.smallcapcenter.com  increase,  there can be no assurance that Stockgroup.com
and our technical  infrastructure will be able to grow accordingly,  and we face
risks  related to our ability to scale up to the  expected  viewer  levels while
maintaining  superior  performance.  Any  failure of our  server and  networking
systems  to handle  current or higher  volumes of traffic  would have a material
adverse effect on our business, results of operations and financial condition.

     We may suffer system failures on our Website which could result in negative
publicity,  reduce  volume of our  advertising  sales and  adversely  affect our
market acceptance.

     We are also  dependent upon third parties to provide  potential  users with
Web browsers and Internet and online services  necessary for access to the site.
In the past, users have occasionally  experienced difficulties with Internet and
online  services due to system  failures,  including  failures  unrelated to our
systems.  Any disruption in Internet access provided by third parties could have
a material  adverse effect on our business,  results of operations and financial
condition.  Furthermore, we are dependent on hardware and software suppliers for
prompt  delivery,  installation  and  service of  equipment  used to deliver our
products and services.

     Our  operations  are  dependent  in part upon our  ability to  protect  our
operating  systems against damage from human error,  fire,  floods,  power loss,
telecommunications  failures,  break-ins and similar events. We do not presently
have redundant,  multiple-site capacity in the event of any such occurrence. Our
servers  are  also  vulnerable  to  computer  viruses,   break-ins  and  similar
disruptions  from  unauthorized   tampering  with  our  computer  systems.   The
occurrence  of any of these events could  result in the  interruption,  delay or
cessation  of  service,

                                       13
which  could  have a  material  adverse  effect  on  our  business,  results  of
operations  and  financial  condition.  In  addition,  our  reputation  and  the
smallcapcenter.com brand could be materially and adversely affected.

There are security risks to our network.

     Experienced programmers ("hackers") have attempted on occasion to penetrate
our  network  security.  We  expect  that  these  attempts,  some of which  have
succeeded,  will  continue  to occur from time to time.  Because a hacker who is
able  to  penetrate  our  network  security  could  misappropriate   proprietary
information  or cause  interruptions  in our  products  and services or do other
damage,  we may be  required to expend  significant  capital  and  resources  to
protect against or to alleviate  problems caused by such parties.  Additionally,
we may not have a timely  remedy  against a hacker who is able to penetrate  our
network  security.  Such  purposeful  security  breaches  could  have a material
adverse effect on our business,  results of operations and financial  condition.
In addition to purposeful  security  breaches,  the inadvertent  transmission of
computer  viruses could expose us to a material  risk of loss or litigation  and
possible liability.

     In offering  certain  payment  services for some products and services,  we
could become  increasingly  reliant on encryption and authentication  technology
licensed from third parties to provide the security and authentication necessary
to effect secure  transmission  of  confidential  information,  such as customer
credit card numbers. Advances in computer capabilities, discoveries in the field
of cryptography and other  discoveries,  events, or developments could lead to a
compromise  or  breach  of the  algorithms  that  our  licensed  encryption  and
authentication technology used to protect such confidential information. If such
a compromise  or breach of our  licensed  encryption  authentication  technology
occurs,  it could have a material  adverse  effect on our  business,  results of
operations  and financial  condition.  We may be required to expend  significant
capital  and  resources  and engage  the  services  of third  parties to protect
against the threat of such security,  encryption and  authentication  technology
breaches or to alleviate  problems  caused by such  breaches.  Concerns over the
security of Internet  transactions and the privacy of users may also inhibit the
growth  of  the  Internet  generally,  particularly  as a  means  of  conducting
commercial transactions.

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

     The market for viewers,  corporate  subscribers and Internet advertising is
new and rapidly evolving,  and competition for viewers and advertisers,  as well
as  competition  in the  information  dissemination  market,  is intense  and is
expected  to   increase   significantly.   Barriers  to  entry  are   relatively
insubstantial  and  we may  face  competitive  pressures  from  many  additional
companies both in the United States, Canada and abroad.

     We believe that the principal  competitive factors for companies seeking to
create Communities on the Internet are critical mass (i.e., depth of content and
range of features of interest to viewers),  functionality of the Web site, brand
recognition,  viewer  affinity and  loyalty,  broad  demographic  focus and open
access for visitors.  In the future,  Internet

                                       14
communities may be developed or acquired by companies  currently operating other
Communities  or by Web  directories,  search  engines,  shareware  archives  and
content sites,  and by commercial  online service  providers,  Internet  Service
Providers and other entities,  certain of which may have more resources than us.
We compete  for users and  advertisers  with other  content  providers  and with
thousands of Web sites operated by  individuals,  the government and educational
institutions.  In  addition,  we  could  face  competition  in the  future  from
traditional media companies, such as newspaper,  magazine,  television and radio
companies, a number of which, including The Walt Disney Company ("Disney"),  CBS
Corporation ("CBS") and The National Broadcasting Company ("NBC"), have recently
made significant acquisitions of or investments in Internet companies.

     We believe that the principal competitive factors in attracting advertisers
include  the  amount of  traffic on our Web site,  brand  recognition,  customer
service,  the demographics of the Community's  members and users, our ability to
offer targeted  audiences and the overall cost  effectiveness of the advertising
medium offered by us. We believe that the number of Internet  companies  relying
on Internet-based  advertising  revenue, as well as the number of advertisers on
the Internet and the number of users, will increase substantially in the future.
Accordingly,  we will likely face increased competition,  resulting in increased
pricing pressures on its advertising  rates, which could have a material adverse
effect on the company.

     Many  of  our  existing  and  potential  competitors,  including  companies
operating Web directories and search engines,  and traditional  media companies,
have  longer  operating   histories  in  the  Internet   Market,   greater  name
recognition,   larger  customer  bases  and  significantly   greater  financial,
technical and marketing  resources than ours.  Such  competitors  may be able to
undertake  more  extensive  marketing  campaigns  for their brands and services,
adopt more  aggressive  advertising  pricing  policies and make more  attractive
offers to potential  employees,  distribution  partners,  e-commerce  companies,
advertisers and third-party  content  providers.  Furthermore,  our existing and
potential  competitors  may  develop  Communities  that are equal or superior in
quality   to,   or   that    achieve    greater    market    acceptance    than,
www.smallcapcenter.com.  There  can be no  assurance  that  we  will  be able to
compete   successfully  against  its  current  or  future  competitors  or  that
competition will not have a material adverse effect on our business,  results of
operations and financial condition.

     Additionally,  the Internet information market is new and rapidly evolving,
and   competition   among   information   providers   is  expected  to  increase
significantly.  There  can be no  assurance  that Web  sites  maintained  by our
existing and potential competitors will not be perceived by advertisers as being
more  desirable  for placement of  advertisements  than  smallcapcenter.com.  In
addition,  many of our current  advertising  customers and some of its corporate
clients have established relationships with certain of the company's existing or
potential competitors.  There can be no assurance that we will be able to retain
or grow our  viewer  base,  traffic  levels  and  advertising  customer  base at
historical  levels,  or that competitors will not experience better retention or
greater  growth in these areas than us.  Accordingly,  there can be no assurance
that any of our  advertising  customers or corporate  client  companies will not
sever or will elect not to renew their  agreements  with us, the result of which
could have a material adverse effect on our business,  results of operations and
financial condition.

                                       15
We have a strong  dependence on  relationships  with suppliers and carriers.  If
these  relationships  are not maintained,  our business and financial  condition
will be adversely affected.

     We are and will  continue  to be  significantly  dependent  on a number  of
third-party  relationships  to increase  traffic on  www.smallcapcenter.com  and
thereby generate advertising revenues, maintain the current level of service and
variety of content  for our  viewers,  and meet future  milestones.  We are also
dependent on other Web site operators that provide links to smallcapcenter.com.

     Most  of  our  arrangements  with  third-party  Internet  sites  and  other
third-party  service providers do not require future minimum  commitments to use
our services or to provide access or links to our services or products,  are not
exclusive and are  short-term or may be  terminated  at the  convenience  of the
other party.  Moreover, we do not have agreements with the majority of other Web
site  operators  that  provide  links to  smallcapcenter.com,  and such Web site
operators may terminate  such links at any time without  notice to us. There can
be no  assurance  that  third  parties  regard  their  relationship  with  us as
important to their own respective businesses and operations,  that they will not
reassess their  commitment to us at any time in the future or that they will not
develop their own competitive services or products.

     There can be no  assurance  that we will be able to maintain  relationships
with third  parties that supply us with software or products that are crucial to
our  success,  or that such  software  or  products  will be able to sustain any
third-party  claims or rights  against their use.  Furthermore,  there can be no
assurance  that the  software,  services  or products  of those  companies  that
provide  access  or  links to our  services  or  products  will  achieve  market
acceptance  or commercial  success.  Failure of one of these third parties could
have a  material  adverse  effect on our  business,  results of  operations  and
financial condition. In particular,  the elimination of a pre-installed bookmark
on a Web browser that directs traffic to our Web site could significantly reduce
traffic  on our Web site,  which  would have a  material  adverse  effect on our
business, results of operations and financial condition.

Additional  financing may be required by us as we expect negative operating cash
flow for the next fiscal  year.  Such  financing  may result in the  issuance of
additional securities and/or may not be available on terms favorable to us.

     We expect that we will continue to experience  negative operating cash flow
for the  foreseeable  future as a result of significant  spending on advertising
and  infrastructure.  Accordingly,  we may need to raise  additional  funds in a
timely  manner  in order  to fund our  anticipated  expansion  and new  enhanced
services or products,  respond to competitive pressures or acquire complementary
products, businesses or technologies. If additional funds are raised through the
issuance of equity or convertible debt securities,  the percentage  ownership of
the  stockholders  of the company will be reduced,  stockholders  may experience
additional  dilution  and  such  securities  may  have  rights,  preferences  or
privileges  senior to those of the holders of

                                       16
the common stock. We do not have any contractual  restrictions on our ability to
incur debt and, accordingly,  we could incur significant amounts of indebtedness
to finance our operations.  Any such indebtedness could contain covenants, which
would  restrict  its  operations.  There  can be no  assurance  that  additional
financing if and when needed will be  available on terms  favorable to us, or at
all. If adequate  funds are not  available or are not  available  on  acceptable
terms,  it would  have a  material  adverse  effect on our  ability  to fund our
expansion,  take  advantage  of  acquisition  opportunities,  develop or enhance
services or products or respond to competitive pressures.

Future  acquisitions of other business  entities by us entail numerous risks and
uncertainties which could have an adverse affect on its operations and financial
condition.

     As part of our business strategy, we expect to review acquisition prospects
that would  complement our existing  business,  augment the  distribution of its
Community or enhance its technological  capabilities.  Future acquisitions by us
could result in potentially dilutive issuance's of equity securities,  large and
immediate  write-offs,  the  incurrence of debt and  contingent  liabilities  or
amortization  expenses related to goodwill and other intangible  assets,  any of
which could materially and adversely affect our business,  results of operations
and financial condition.

     Furthermore,   acquisitions   entail  numerous  risks  and   uncertainties,
including   difficulties   in  the   assimilation   of  operations,   personnel,
technologies,  products and information systems of the acquired  companies,  the
diversion of management's  attention from other business concerns,  the risks of
entering  geographic  and business  markets in which we have no or limited prior
experience and the potential loss of key employees of acquired organizations.

     We have not made any acquisitions in the past. No assurance can be given as
to our ability to successfully integrate any businesses,  products, technologies
or  personnel  that might be acquired  in the  future,  and our failure to do so
could have a material adverse effect on our business,  results of operations and
financial condition.

We may be unable to protect  the  intellectual  property  rights  upon which our
business  relies,  which  could  harm our  competitiveness  and  cause  customer
confusion.

     We regard substantial elements of our Web site and underlying technology as
proprietary  and  attempt to protect  them by relying on  intellectual  property
laws,  including  trademark,  service mark,  copyright and trade secret laws and
restrictions  on disclosure and  transferring  title and other methods.  We also
generally  enter  into   confidentiality   agreements  with  our  employees  and
consultants and in connection with our license agreements with third parties. We
seek to control access to and distribution of our technology,  documentation and
other proprietary information. Despite these precautions, it may be possible for
a third party to copy or otherwise  obtain and use our  proprietary  information
without  authorization or to develop similar  technology  independently.  We are
pursuing  the   registration   of  our  trademarks  in  the  United  States  and
internationally.  Effective trademark,  service mark, copyright and trade secret
protection  may not be  available  in every  country in which our  services  are

                                       17
distributed or made available  through the Internet,  and policing  unauthorized
use of our proprietary information is difficult.

     Legal  standards  relating  to the  validity,  enforceability  and scope of
protection of certain  proprietary  rights in  Internet-related  businesses  are
uncertain  and still  evolving,  and no assurance  can be given as to the future
viability or value of any of our proprietary  rights.  There can be no assurance
that the steps taken by us will prevent  misappropriation or infringement of its
proprietary  information,  which  could  have a material  adverse  effect on our
business, results of operations and financial condition.

     Litigation  may be  necessary  in the  future to enforce  our  intellectual
property  rights,  to protect its trade secrets or to determine the validity and
scope of the  proprietary  rights of others.  Such  litigation  might  result in
substantial   costs  and  diversion  of  resources  and  management   attention.
Furthermore,  there can be no assurance  that our business  activities  will not
infringe upon the proprietary  rights of others,  or that other parties will not
assert  infringement  claims  against us,  including  claims that by directly or
indirectly  providing  hyperlink  text  links  to Web  sites  operated  by third
parties,  we have infringed upon the proprietary  rights of other third parties.
Moreover, from time to time, we may be subject to claims of alleged infringement
by us of the trademarks, service marks and other intellectual property rights of
third parties. Such claims and any resultant litigation,  should it occur, might
subject us to significant liability for damages, might result in invalidation of
our proprietary rights and, even if not meritorious, could result in substantial
costs and  diversion  of resources  and  management  attention  and could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

     We currently license from third parties certain  technologies  incorporated
into  www.smallcapcenter.com.  As we continue to  introduce  new  services  that
incorporate  new  technologies,   it  may  be  required  to  license  additional
technology  from  others.  There  can be no  assurance  that  these  third-party
technology  licenses  will  continue  to be  available  to  us  on  commercially
reasonable  terms, if at all.  Additionally,  there can be no assurance that the
third  parties from which we currently  license our  technology  will be able to
defend their proprietary rights successfully against claims of infringement.  As
a result,  any inability on our part to obtain any of these technology  licenses
could  result in delays or  reductions  in the  introduction  of new services or
could adversely affect the performance of our existing services until equivalent
technology can be identified, licensed and integrated.

It is unclear how any  existing  and future laws  enacted will be applied to the
Internet industry and what effect such laws will have on us.

     A number of legislative  and regulatory  proposals under  consideration  by
federal,  state,  provincial,  local and foreign governmental  organizations may
lead  to  laws  or  regulations  concerning  various  aspects  of the  Internet,
including,  but not limited to, online content, user privacy,  taxation,  access
charges, liability for third-party activities and jurisdiction. Additionally, it
is uncertain how existing laws will be applied by the judiciary to the Internet.
The adoption of new laws or the  application  of existing  laws may decrease the
growth in the

                                       18
use of the  Internet,  which could in turn decrease the demand for our services,
increase our cost of doing business or otherwise have a material  adverse effect
on our business, results of operations and financial condition.

     There can be no assurance that the United States, Canada or foreign nations
will  enact  legislation  or  seek  to  enforce  existing  laws  prohibiting  or
restricting  certain  content from the Internet.  Prohibition and restriction of
Internet  content  could  dampen  the  growth  of  Internet  use,  decrease  the
acceptance of the Internet as a communications and commercial medium,  expose us
to liability, and/or require substantial modification of www.smallcapcenter.com,
and  thereby  have a  material  adverse  effect  on  our  business,  results  of
operations and financial condition.

     Internet user privacy has become an issue both in the United States, Canada
and abroad. We cannot predict the exact form of the regulations that the FTC may
adopt.  There can be no  assurance  that the  United  States,  Canada or foreign
nations  will not  adopt  additional  legislation  purporting  to  protect  such
privacy. Any such action could affect the way in which we are allowed to conduct
our business,  especially  those  aspects that involve the  collection or use of
personal information,  and could have a material adverse effect on our business,
results of operations and financial condition.

     The tax treatment of the Internet and e-commerce is currently unsettled.  A
number of proposals have been made at the federal,  state,  provincial and local
level and by certain foreign  governments that could impose taxes on the sale of
goods and services and certain other Internet activities. Recently, the Internet
Tax Freedom  Act was signed into law,  placing a  three-year  moratorium  on new
state and local taxes on certain aspects of Internet  commerce.  However,  there
can be no assurance  that future laws  imposing  taxes or other  regulations  on
commerce  over the  Internet  would  not  substantially  impair  the  growth  of
e-commerce  and as a result  have a  material  adverse  effect on our  business,
results of operations and financial condition.

     Certain local telephone  carriers have asserted that the growing popularity
and  use  of  the  Internet   has   burdened  the  existing   telecommunications
infrastructure,  and that  many  areas  with  high  Internet  use have  begun to
experience  interruptions in telephone  service.  These carriers have petitioned
the  Federal  Communications  Commission  (the  "FCC") to impose  access fees on
internet service  providers and on-line service  providers.  If such access fees
are  imposed,  the  costs  of  communicating  on  the  Internet  could  increase
substantially,  potentially  slowing  the growth in use of the  Internet,  which
could in turn  decrease  demand for our  services or increase  our cost of doing
business,  and thus have a material  adverse effect on our business,  results of
operations and financial condition.

     Although our servers are located in the Province of British  Columbia,  the
governments of other  provinces,  states and foreign  countries might attempt to
take action against us for  violations of their laws.  There can be no assurance
that violations of such laws will not be alleged or charged by provincial, state
or  foreign  governments  and that such laws will not be  modified,  or new laws
enacted,  in the  future.  Any of the  foregoing  could have a material  adverse
effect on our business, results of operations and financial condition.

                                       19
We may be exposed to liability for  information  retrieved  from or  transmitted
over our websites or for products sold over our websites.

     Because  materials  may be  downloaded  by the online or Internet  services
operated or  facilitated  by us or the Internet  access  providers with which we
have relationships and that material may be subsequently  distributed to others,
there  is a  potential  that  claims  will be made  against  us for  defamation,
negligence,  copyright or trademark  infringement or other theories based on the
nature and content of such  materials.  Such claims  have been  brought  against
providers of online  services in the past.  Such claims could be material in the
future. In addition,  the increased  attention focused upon liability issues and
legislative  proposals  could  materially  impact the overall growth of Internet
use.

     We  could  also  be  exposed  to  liability  with  respect  to  third-party
information that may be accessible through our Web sites, or through content and
materials that may be posted by viewers on discussion forums offered by us. Such
claims might include,  among others,  that, by directly or indirectly  providing
hyperlink  text links to Web sites  operated  by third  parties or by  providing
discussion  forums  for  viewers,  we are  liable  for  copyright  or  trademark
infringement  or other wrongful  actions by such third parties  through such Web
sites. It is also possible that, if any third-party content information provided
on our Web site contains errors,  third parties could make claims against us for
losses incurred in reliance on such information.

     We offer e-mail service, which is provided by a third party. See "We have a
strong  dependence  on..." p.16.  Such service may expose us to potential  risk,
such as liabilities or claims  resulting from unsolicited  e-mail  ("spamming"),
lost  or  misdirected   messages,   illegal  or  fraudulent  use  of  e-mail  or
interruptions or delays in e-mail service.

     We also enter into agreements with advertisers and commerce  partners under
which we are entitled to receive a  commission  or share of any revenue from the
purchase of goods and  services  through  direct  links from our Web site.  Such
arrangements  may  expose  us  to  additional  legal  risks  and  uncertainties,
including  pursuant  to  regulation  by local,  provincial,  state,  federal and
foreign authorities and potential  liabilities to consumers of such products and
services,  even if we do not ourselves provide such products or services.  There
can be no assurance  that any  indemnification  provided to us in our agreements
with these parties, if available, will be adequate.

     Even to the extent such claims do not result in  liability  to us, we could
incur significant costs in investigating and defending against such claims.  The
imposition  on  us  of  potential   liability  for  information  carried  on  or
disseminated  through  our systems  could  require us to  implement  measures to
reduce its  exposure to such  liability,  which may require the  expenditure  of
substantial  resources and limit the  attractiveness  of our services to members
and users.

     Our general liability insurance may not cover all potential claims to which
we are exposed or may not be adequate to indemnify us for all liability that may
be imposed.  Any

                                       20
imposition  of  liability  that is not covered by  insurance  or is in excess of
insurance coverage could have a material adverse effect on our business, results
of operations and financial condition.

Our strategy to commence international operations and other expansions expose us
to several risks that could have an adverse  affect on our business,  results of
operations and financial condition.

     A part of our strategy is to expand our sales  offices  network  throughout
the United States, Canada and international  markets.  There can be no assurance
that our products or services will become widely accepted for corporate clients,
advertising in the U.S., Canada or any international  markets.  In addition,  we
expect that the success of any additional  foreign operations we initiate in the
future will also be dependent upon local service  providers and/or partners.  If
revenues from  international  ventures are not adequate to cover the investments
in such activities,  our business, results of operations and financial condition
could be materially  and adversely  affected.  We may  experience  difficulty in
managing  international  operations  as  a  result  of  difficulty  in  locating
effective  foreign service  providers  and/or partners,  competition,  technical
problems,  local  laws and  regulations,  distance  and  language  and  cultural
differences, and there can be no assurance that we or our international partners
will be able to  successfully  market and  operate in foreign  markets.  We also
believe  that,  in  light of  substantial  anticipated  competition,  it will be
necessary to  aggressively  market our  products  and  services  into the United
States and  international  markets in order to effectively  obtain market share,
and there can be no  assurance  that we will be able to do so. There are certain
risks inherent in doing business on an international  level,  such as unexpected
changes in regulatory requirements, trade barriers, difficulties in staffing and
managing foreign  operations,  fluctuations in currency  exchange rates,  longer
payment  cycles  in  general,   problems  in  collecting  accounts   receivable,
difficulty in enforcing contracts, political and economic instability,  seasonal
reductions  in  business  activity  in  certain  other  parts of the  world  and
potentially adverse tax consequences. There can be no assurance that one or more
of  such  factors  will  not  have a  material  adverse  effect  on  our  future
international  operations  and,  consequently,   on  our  business,  results  of
operations and financial condition.

Year 2000 issues may materially affect our business.

     The Year 2000 issue is the potential for system and processing  failures of
date-related data and the result of computer-controlled systems using two digits
rather than four to define the applicable year. For example,  computer  programs
that have  time-sensitive  software may  recognize a date using "00" as the year
1900  rather  than the Year  2000.  This  could  result  in system  failures  or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, a temporary inability to process  transactions,  send invoices or engage
in similar normal business activities.

     We may be affected by Year 2000 issues related to non-compliant information
technology  systems or  non-information  technology systems operated by us or by
third parties.  We have substantially  completed  assessment of our internal and
external  (third  party)

                                       21
information  technology systems and non-information  technology systems. At this
point in our  assessment,  we are not currently  aware of any Year 2000 problems
relating  to  systems  operated  by us or by third  parties  that  would  have a
material effect on our business,  results of operations or financial  condition,
without  taking into  account our efforts to avoid such  problems.  Based on our
assessment to date, we do not anticipate that costs  associated with remediating
our non-compliant  information technology systems or non-information  technology
systems will be material, although there can be no assurance to such effect.

     To the extent that our  assessment  is finalized  without  identifying  any
additional material non-compliant  information technology systems operated by us
or by third parties, the most reasonably likely worst case Year 2000 scenario is
the failure of one or more of our vendors of hardware or software or one or more
providers of  non-information  technology systems to us to properly identify any
Year 2000 compliance  issues and remediate any such issues prior to December 31,
1999. We believe that the primary  business risks, in the event of such failure,
would  include,  but not be limited to,  lost  advertising  revenues,  increased
operating costs,  loss of customers or persons  accessing our Web site, or other
business interruptions of a material nature, as well as claims of mismanagement,
misrepresentation,  or breach of  contract,  any of which  could have a material
adverse effect on our business, results of operations and financial condition.

Any significant  deterioration in the general economic  conditions would have an
adverse effect on our business, result of operations or financial condition.

     Time spent on the Internet by  individuals,  purchases of new computers and
purchases  of  membership   subscriptions   to  Internet   sites  are  typically
discretionary  for consumers and may be particularly  affected by adverse trends
in the general economy.  The success of our operations  depends to a significant
extent upon a number of factors  relating to  discretionary  consumer  spending,
including economic  conditions (and perceptions of such conditions by consumers)
affecting  disposable  consumer  income such as employment,  wages and salaries,
business conditions,  interest rates,  availability of credit and taxation,  for
the economy as a whole and in regional and local markets where we operate. There
can be no assurance  that consumer  spending  will not be adversely  affected by
general  economic  conditions,  which  could  negatively  impact our  results of
operations or financial  condition.  Any  significant  deterioration  in general
economic conditions or increases in interest rates may inhibit consumers' use of
credit and cause a material adverse effect on our revenues and profitability. In
addition,  our business  strategy  relies on advertising by and agreements  with
other Internet  companies.  Any significant  deterioration  in general  economic
conditions  that adversely  affected these  companies could also have a material
adverse effect on our business, results of operations and financial condition.

                                       22
If the trading price of our common stock remains volatile, the long-term trading
price may be adversely affected regardless of our performance and a class action
litigation  may be instituted  against us which would have an adverse  effect on
our business, results of operations and financial condition.

     The trading price of our common stock has been volatile and may continue to
be subject to wide fluctuations in response to quarterly variations in operating
results, announcements of technological innovations or new products and services
by us or our competitors, changes in financial estimates by securities analysts,
the operating and stock price  performance of other companies that investors may
deem  comparable  to ours and other events or factors.  In  addition,  the stock
market in  general,  and the market  prices for  Internet-related  companies  in
particular, have experienced extreme volatility that often has been unrelated to
the operating  performance  of such  companies.  These broad market and industry
fluctuations  may  adversely  affect  the  trading  price of our  common  stock,
regardless  of our  operating  performance.  In the past,  following  periods of
volatility  in the market  price of a  company's  securities,  securities  class
action  litigation  has  often  been  instituted  against  such  company.   Such
litigation,  if  instituted,   whether  or  not  successful,   could  result  in
substantial costs and a diversion of management's attention and resources, which
would have a material adverse effect on our business,  results of operations and
financial condition.

Shares Eligible for Future Sale; Limited Trading Market

Potential Future 144 Sales:

     As of October 31, 1999, of the shares of our common stock authorized, there
were issued and outstanding 8,195,000 of which 5,000,000 are "restricted shares"
as that term is defined under the Securities  Act, and in the future may be sold
in compliance with Rule 144 of the Securities Act, or pursuant to a Registration
Statement  filed under the Act.  Rule 144  provides,  in essence,  that a person
holding  restricted  securities for a period of 1 year may sell those securities
in unsolicited brokerage transactions or in transactions with a market maker, in
an amount equal to the greater of (i) 1% of our outstanding common stock or (ii)
the average weekly trading volume for the four week period prior to the proposed
date of sale, every 3 months. Additionally,  Rule 144 requires that an issuer of
securities make available  adequate  current public  information with respect to
the issuer.  Such  information is deemed  available if the issuer  satisfies the
reporting  requirements  of  Sections  13 or  15(d) of the  Exchange  Act and of
Rule15c2-11 thereunder. Rule 144 also permits, under certain circumstances, that
sale of shares by a person who is not an affiliate (and has not been an affilate
for the 90 day period  preceding the prosposed  sale) of the company and who has
satisfied a 2 year holding period without any quantity limitation and whether or
not there is adequate current public information available.

Possible Issuance of Additional Shares:

     Our Articles of Incorporation,  authorizes the issuance of common stock. No
information  is  currently  available  and no  prediction  can be made as to the
timing or amount of future  sales of such  shares or the  effect,  if any,  that
future sales of shares, or the availability of shares for future sale, will have
on the market price of the common stock  prevailing from time to time.  Sales of
substantial amounts of common stock (including shares issuable upon the exercise
of stock  options),  or the  perception  that  such  sales  could  occur,  could
materially  adversely affect  prevailing  market prices for the common stock and
the ability of Stockgroup.com to raise equity capital in the future.

                                       23
There is a limited market for our common stock.

     Our common  stock has been quoted for trading on the OTC BB since March 17,
1999. Accordingly,  there has been a limited public market for our common stock.
The following  table sets forth high and low bid prices for the common stock for
the periods ending March 31, 1999,  June 30, 1999 and September 30, 1999.  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
March 31, 1999               $ 10.25            $ 6.00            3,339,000
June 30, 1999                $  9.00            $ 3.125           4,859,200
September 30, 1999           $  5.00            $ 2.125           3,297,500

     The closing price on November 3, 1999 was $2.625.

     No  assurance  can be given  that a market  for our  common  stock  will be
sustained or that the common stock will continue to be quoted on the NASD's Over
the Counter Bulletin Board.

     On October 31, 1999,  Stockgroup.com had 43 registered  shareholders owning
8,195,000 shares.

The sale or transfer of our common stock by  shareholders  may be subject to the
so-called "Penny Stock Rules."

     Under  Rule  15g-9 of the  Exchange  Act, a broker or dealer may not sell a
"penny  stock" (as defined in Rule  3a51-1) to or effect the purchase of a penny
stock by any person unless:

     (a)  such sale or purchase is exempt from Rule 15g-9;

     (b)  prior to the  transaction  the broker or dealer has (1)  approved  the
          person's  account for  transaction in penny stocks in accordance  with
          Rule 15g-9,  and (2) received  from the person a written  agreement to
          the  transaction  setting forth the identity and quantity of the penny
          stock to be purchased; and

     (c)  the purchaser has been provided an appropriate disclosure statement as
          to penny stock investment.

     The Securities and Exchange  Commission adopted  regulations that generally
define a penny stock to be any equity  security  other than a security  excluded
from such  definition  by Rule  3a51-1.  Such  exemptions  include,  but are not
limited to (1) an equity  security issued by an issuer that has (i) net tangible
assets  of at  least  US$2,000,000,  if  such  issuer  has  been  in  continuous
operations  for at least  three  years,  (ii) net  tangible  assets  of at least
US$5,000,000,  if such  issuer has been in  continuous  operation  for less than
three years, or (iii) average revenue of at least US$6,000,000 for the preceding
three  years;  (2) except for  purposes of Section  7(b) of the Exchange Act and
Rule 419, any security  that has a price of US$5.00 or more;  and (3) a security
that is  authorized  or approved for  authorization  upon notice of issuance for
quotation on the NASDAQ Stock Market,  Inc.'s Automated  Quotation System. It is
likely that shares of common stock, assuming a market were to develop therefore,
will be subject to the  regulations  on penny stocks;  consequently,  the market
liquidity  for the common  stock may be adversely  affected by such  regulations
limiting the ability of  broker/dealers to sell our common stock and the ability
of shareholders to sell their securities in the secondary market.

     Moreover, our shares may only be sold or transferred by our shareholders in
those jurisdictions in which an exemption for such "secondary trading" exists or
in which the shares may have been registered.

We have not declared any dividends or intend to do so in the foreseeable future.

     We have not declared any  dividends  since  inception,  and have no present
intention of paying any cash  dividends  on our common stock in the  foreseeable
future.  The payment by us of dividends,  if any, in the future,  rests with the
discretion of our Board of Directors and will depend,  among other things,  upon
our earnings,  our capital requirements and our financial condition,  as well as
other relevant factors.

As we  maintain  our  accounts in  Canadian  Dollars,  we are subject to foreign
currency fluctuations, which could have an adverse effect on our business.

     We maintain our accounts in Canadian Dollars. Our operations in the
United  States  make us  subject  to  foreign  currency  fluctuations  and  such
fluctuations may materially  affect our financial  position and results.  At the
present time we do not engage in hedging activities.

If  issued,  the shares  reserved  for future  issuance,  may cause the  current
stockholders to suffer an equity dilution.

     We have reserved,  as of October 31, 1999, 2,000,000 shares of common stock
("Shares") for issuance upon the exercise of non-qualified  stock options.  Such
amount of Shares represents a potential equity dilution of 24.41% based upon the
number of outstanding Shares at October 31,

                                       24
1999.  Furthermore,  we may enter into  commitments  in the future  which  would
require the issuance of additional shares and may grant additional stock options
or warrants.  At October 31, 1999, we had 91,805,000 authorized but unissued and
unreserved  Shares.  Issuance of  additional  Shares would be subject to certain
regulatory approvals and compliance with applicable securities  legislation.  We
currently  have no  plans  to  issue  preferred  shares  and no  plans  to issue
additional  shares  other than for the  purposes  of raising  funds for  general
working  capital  requirements  which  issuance  would be subject to  regulatory
approval.

Forward Looking Statements

     This  Prospectus  contains  statements  that  plan for or  contemplate  the
future.  These  statements are based upon a number of assumptions  and estimates
which are inherently  subject to significant  uncertainties  and  contingencies,
many of which are beyond our control and reflect future business decisions which
are  subject  to  change.   Some  of  these  assumptions   inevitably  will  not
materialize,  and  unanticipated  events will occur which will affect our future
results.  In this  Prospectus  such statement are generally  identified by words
such as "anticipate,"  "plan," "believe," "expect," "estimate" and the like. All
such forward looking  statements are qualified by reference to matters discussed
under the section entitled, "Risk Factors."

     The Private Securities Litigation Reform Act of 1995 which provides a "safe
harbor" for similar  statements by certain public companies may not apply to the
offer and sale of the Award Shares.

                                 USE OF PROCEEDS

     We will not receive any of the proceeds  from the offering  hereunder.  All
expenses of  registration  incurred in  connection  with this offering are being
paid by us,  but all  selling  and other  expenses  incurred  by the  individual
Selling  Shareholders  will be paid by them.  However,  we will receive proceeds
from the exercise, if any, of the stock options granted pursuant to the Plan.

                              SELLING SHAREHOLDERS

     The following  table sets forth the information as of October 31, 1999 with
respect to the number of Shares beneficially owned by the Selling Shareholders.

================================================================================
    Name Of Selling Shareholder            Award Shares Acquired Or Which May Be
                                                       Acquired And Offered
--------------------------------------------------------------------------------
Marcus New                                                            325,000(1)
Chief Executive Officer, Director,
Chairman of the Board
--------------------------------------------------------------------------------
Les Landes                                                            745,800
President, Chief Operating Officer, Director
--------------------------------------------------------------------------------
John Dawe                                                              15,000(2)
Vice President of Finance, Secretary, Treasurer
--------------------------------------------------------------------------------
Craig Faulkner                                                        195,000(3)
Chief Technology Officer, Director
================================================================================

                                       25
(1)  Mr. Marcus New beneficially owns 2,817,000 shares of common stock.

(2)  Mr. John Dawe beneficially owns 800 shares of common stock.

(3)  Mr. Craig Faulkner beneficially owns 915,000 shares of common stock.

                              PLAN OF DISTRIBUTION

     The Award  Shares may be sold from time to time to  purchasers  directly by
any of the Selling  Shareholders.  Alternatively,  the Selling  Shareholders may
sell the Award Shares in one or more transactions (which may involve one or more
block transactions) in sales occurring in the over-the-counter public market, in
separately  negotiated  transactions,  or in a combination of such transactions.
Each sale may be made  either at market  prices  prevailing  at the time of such
sale or at  negotiated  prices;  some  or all of the  Award  Shares  may be sold
through  brokers acting on behalf of the Selling  Shareholders or to dealers for
resale by such dealers;  in connection with such sales,  such brokers or dealers
may  receive  compensation  in the form of  discounts  or  commissions  from the
Selling  Shareholders  and/or the purchasers of these Award Shares for whom they
may act as broker or agent (which  discounts or commissions  are not anticipated
to exceed those customary in the types of transactions  involved).  However, any
securities  covered by this  Prospectus  which qualify for sale pursuant to Rule
144 under the  Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.

     All expenses of registration  incurred in connection with this offering are
being paid by us, but all brokerage  commissions and other expenses  incurred by
individual  Selling  Shareholders will be paid by that Selling  Shareholder.  We
will not receive any of the  proceeds  from such sales,  although we may receive
the  exercise  price in cash upon the  exercise of the  options  under which the
Award Shares are acquired by the Selling Shareholders.

     The Selling  Shareholders and any dealer  participating in the distribution
of any of the Award Shares,  or any broker executing selling orders on behalf of
the Selling Shareholders,  may be deemed to be "underwriters" within the meaning
of the  Securities  Act,  in which event any profit on the sale of any or all of
the Award Shares by them and any discounts or  commissions  received by any such
brokers or dealers may be deemed to be  underwriting  discounts and  commissions
under the Securities  Act, and such broker or dealer will be required to deliver
a copy of this Prospectus,  including a Prospectus  Supplement,  if required, to
any person who  purchases any of the Award Shares from or through such broker or
directly.

     In order to comply with the securities  laws of certain states which may be
applicable,  the Award Shares will be sold only through  registered  or licensed
brokers or dealers in such states.

                                       26
In  addition,  in certain  states,  the Award Shares may not be sold unless they
have been  registered or qualified  for sale in such state or an exemption  from
such registration or qualification requirement is available and complied with.

                            DESCRIPTION OF SECURITIES

     Our  common  stock is  entitled  to  share,  on a  ratable  basis,  in such
dividends  as may be declared  by the Board of  Directors  out of funds  legally
available  for that purpose.  Each share of common stock  entitles its holder to
one vote.  Holders of common  stock do not have  cumulative  voting  rights.  In
addition,  the shares of common stock do not have  preemptive,  subscription  or
conversion rights nor are they redeemable by us.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Joseph Sierchio and Stephen A. Albert,  members of Sierchio & Albert, P.C.,
our  counsel,  each own 9,500  shares of our common  stock.  We have not awarded
options under the Plan to either of Messrs. Sierchio and Albert.

                        SEC POSITION REGARDING INDEMNITY

     The  laws  of  the  State  of  Colorado  and  the  Company's   Articles  of
Incorporation  permit  indemnification  of its  directors  and officers  against
certain  liabilities,  including  liability  arising under the  Securities  Act.
Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our directors,  officers and controlling persons pursuant to the
foregoing provisions,  or otherwise, we have been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

                              AVAILABLE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934 (the  "Exchange  Act") and in  accordance  with the Exchange Act, we
file reports,  proxy  statements,  and other information with the Securities and
Exchange Commission.  Such reports, proxy statements,  and other information can
be inspected  and copied at the public  reference  facilities  maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W.,  Washington,  D.C.
20549 or at the Regional Offices of the Securities and Exchange Commission:  500
West Madison Street, 14th Floor,  Chicago,  Illinois 60661 and Seven World Trade
Center,  New  York,  NY 10048.  Copies of these  materials  can be  obtained  at
prescribed  rates  from the  Public  Reference  Section  of the  Securities  and
Exchange  Commission at 450 Fifth Street,  N.W.,  Washington,  D.C.  20549.  The
public may obtain  information on the operation of the Public  Reference Room by
calling the Securities and Exchange  Commission at 1-800-SEC-0330.  In addition,
the   Securities   and   Exchange   Commission   maintains   an  Internet   Site
(http://www.sec.gov)  that contains reports,  proxy, and information statements,
and other information  regarding the issuers that file  electronically  with the
Commissioner.

                                       27
We are  currently  subject to the rules under the Exchange Act  prescribing
the furnishing and content of proxy statements, and its officers,  directors and
principal  shareholders  are subject to the  reporting  and  short-swing  profit
recovery  provisions  contained in Section 16 of that Act. We are required under
that Act to publish  periodic  reports prepared in accordance with United States
Generally Accepted  Accounting  Principles.  We are also required to file annual
reports containing audited financial statements and quarterly reports containing
unaudited  results of  operations as well as such other reports as may from time
to time be  authorized  by the Board of Directors or be required  under law. Our
management has solicited  proxies from our  shareholders and intends to continue
this policy.

     Our common stock is traded on the NASD Electronic  Bulletin Board under the
symbol OTC-BB: SWEB. We have filed with the Securities and Exchange Commission a
Registration  Statement  on Form S-8 (the  "Registration  Statement")  under the
Securities Act, as amended (the "Act"),  with respect to 2,000,000 shares of our
common stock, to be issued to employees,  directors, advisors and/or consultants
of  the  company  pursuant  to  the  1999  Incentive  Stock  Option  Plan.  This
Prospectus,  which  is  Part  I of the  Registration  Statement,  omits  certain
information  contained in the Registration  Statement.  For further  information
with  respect to us and the shares of common stock  offered by this  Prospectus,
reference is made to the Registration Statement, including the exhibits thereto.
Statements in this Prospectus as to any document are not  necessarily  complete,
and where any such  document is an exhibit to the  Registration  Statement or is
incorporated  by  reference  herein,  each such  statement  is  qualified in all
respects by the provisions of such exhibit or other document, to which reference
is hereby made,  for a full  statement of the provision  thereof.  A copy of the
Registration  Statement,  with exhibits, may be obtained from the Securities and
Exchange  Commission's  office in  Washington,  D.C. (at the above address) upon
payment of the fees  prescribed by the rules and  regulations of the Commission,
or examined there without charge.

                                       28
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The documents listed in (1) through (3) below are incorporated by reference
in this registration statement.

     (1) Stockgroup.com Holdings, Inc.  ("Stockgroup.com")  latest annual report
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or, in the case of  Stockgroup.com,  either (1)
the latest  prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Act"),  that contains  audited  financial  statements for
Stockgroup.com's  latest fiscal year for which  statement have been filed or (2)
Stockgroup.com's  effective registration statement on Form 10-SB filed under the
Exchange Act containing audited financial statements for Stockgroup.com's latest
fiscal year.

     (2) All other reports and  documents  filed by  Stockgroup.com  pursuant to
Section 13(a) or 15(d) of the Exchange Act.

     (3)  The  description  of  Stockgroup.com's   securities   contained  in  a
Registration Statement filed under the Exchange Act, including any amendments or
report filed for the purpose of updating such description.

     All documents  subsequently  filed by  Stockgroup.com  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act after the date hereof and prior
to the filing of a  post-effective  amendment which indicate that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by  reference  in and to be a part
thereof from the date of filing of such documents.  Any statement contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be  modified  or  superseded  for the  purposes  of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  statement  so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     The class of  securities to be offered  hereby is registered  under Section
12(g) of the  Exchange  Act,  as  amended.  A  description  of  Stockgroup.com's
securities is set forth in the  Registration  Statement  filed  pursuant to Form
10-SB, as amended.  Stockgroup.com  registered common stock which is entitled to
share,  on a ratable basis, in such dividends as may be declared by the Board of
Directors out of funds legally  available  therefor.  Each share of common stock
entitles  the holders  thereof to one vote.  Holders of common stock do not have
cumulative voting rights nor does the common stock have preemptive, subscription
or conversion rights and is not

                                       29
redeemable by Stockgroup.com.

ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL

     Joseph Sierchio and Stephen A. Albert,  members of Sierchio & Albert, P.C.,
our  counsel,  each own 9,500  shares of our common  stock.  We have not awarded
options under the Plan to either of Messrs. Sierchio and Albert.

ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The  applicable   laws  of  Colorado  and   Stockgroup.com's   Articles  of
Incorporation  permit  indemnification  of its  directors  and officers  against
certain   liabilities,   which  would  include  liabilities  arising  under  the
Securities Act.

     Under  Section  7-109-102 of the Colorado  Business  Corporations  Act (the
"Colorado  Act"),  a  corporation  may  indemnify  a  person  made a party  to a
proceeding  because the person is or was a director,  against liability incurred
in the  proceeding.  Indemnification  permitted under this section in connection
with a proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     Indemnification is only possible under this section  7-109-102,  however if
(a) the person conducted him/herself in good faith and (b) the person reasonably
believed  (i)  in  the  case  of  conduct  in  an  official  capacity  with  the
corporation,  that his or her conduct was in the  corporation's  best interests;
and (ii) in all other cases, that his or her conduct was at least not opposed to
the  corporation's  best  interests;  and  (c)  in  the  case  of  any  criminal
proceeding, the person had no reasonable cause to believe his or her conduct was
unlawful.

     It should be noted, however, that under Section 7-109-102(4), a corporation
may not  indemnify a director (i) in  connection  with a proceeding by or in the
right of the  corporation  in which  the  director  is  adjudged  liable  to the
corporation; or (ii) in connection with any other proceeding in which a director
is  adjudged  liable  on the  basis  that he or she  derived  improper  personal
benefit.

     Under   Section   7-109-103,   a  director   is   entitled   to   mandatory
indemnification,  when  he/she  is  wholly  successful  in  the  defense  of any
proceeding  to which  the  person  was a party  because  the  person is or was a
director, against reasonable expenses incurred in connection to the proceeding.

     Under Section 7-109-105,  unless restricted by a corporation's  articles of
incorporation,  a director who is or was a party to a  proceeding  may apply for
indemnification to a court of competent jurisdiction. The court, upon receipt of
the  application,  may order  indemnification  after giving any notice the court
considers necessary.  The court,  however, is limited to awarding the reasonable
expenses  incurred in connection  with the proceeding  and  reasonable  expenses
incurred to obtain court-ordered indemnification.

                                       30
Under Section 7-109-107, unless restricted by the corporation's articles of
incorporation,  an  officer  of a  corporation  is also  entitled  to  mandatory
indemnification  and to  apply  for  court-ordered  indemnification  to the same
extent as a director.

     A corporation may also indemnify an officer, employee,  fiduciary, or agent
of the corporation to the same extent as a director.

     Under Section 7-109-108,  a corporation may purchase and maintain insurance
on behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the corporation  against liability  asserted against or incurred by the
person in that capacity,  whether or not the corporation would have the power to
indemnify  such person  against the same  liability  under other sections of the
Colorado Act.

     Article XIII of  Stockgroup.com's  Articles of Incorporation  also contains
provisions  providing for the  indemnification  of directors and officers of the
company as follows:

     "The Board of Directors of the Corporation shall have the power to:

     A. Indemnify any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the Corporation),  by reason of the fact that he is or was
a director,  officer,  employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonable  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed to be in the best  interests of the  Corporation  and, with
respect  to any  criminal  action or  proceedings,  had no  reasonable  cause to
believe  his conduct  was  unlawful.  The  termination  of any  action,  suit or
proceeding by judgment,  order,  settlement or conviction or upon a plea of nolo
contendere or its equivalent  shall not of itself create a presumption  that the
person did not act in good faith and in a manner which he reasonably believed to
be in the best  interests of the  Corporation  and, with respect to any criminal
action or proceeding, had reasonable cause to believe the action was unlawful.

     B. Indemnify any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director,  officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,  officer,  employee
or agent of the Corporation, partnership, joint venture, trust or other or agent
of the  Corporation,  partnership,  joint  venture,  trust or  other  enterprise
against expenses (including attorney's fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith and in a manner he  reasonably  believed  to be in the best
interests of the Corporation; but no indemnification shall be made in respect of
any claim,  issue or matter as to which  such  person  has been  adjudged  to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Corporation unless and only to

                                       31
the extent that the court in which such  action or suit was  brought  determines
upon application that, despite the adjudication of liability, but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification for such expenses which such court deems proper.

     C. Indemnify a Director,  officer,  employee or agent of the Corporation to
the extent that such person has been  successful on the merits in defense of any
action, suit or proceeding referred to in Subparagraph A or B of this Article or
in defense of any claim,  issue, or matter therein,  against expenses (including
attorney's  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

     D.  Authorize  indemnification  under  Subparagraph  A or B of this Article
(unless  ordered  by a court) in the  specific  case upon a  determination  that
indemnification  of the  Director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said  Subparagraph  A or B.  Such  determination  shall be made by the  Board of
Directors by a majority  vote of a quorum  consisting  of directors who were not
parties  to such  action,  suit or  proceeding,  or,  if  such a  quorum  is not
obtainable or even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written option, or by the shareholders.

     E. Authorize  payment of expenses  (including  attorney's fees) incurred in
defending a civil or criminal action, suit or proceeding in advance of the final
disposition of such action,  suit or proceeding as authorized in  Subparagraph D
of this Article upon receipt of an  undertaking by or on behalf of the Director,
officer,  employee  or  agent to  repay  such  amount  unless  it is  ultimately
determined  that  he is  entitled  to  be  indemnified  by  the  Corporation  as
authorized in this Article.

     F. Purchase and maintain  insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation or who is or was serving
at the request of the Corporation as a Director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity  or arising out of his status as such,  whether or not the  Corporation
would have the power to indemnify him against such liability under the provision
of this Article.

     The indemnification  provided by this Article shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
these  Articles  of  Incorporation,  and  the  Bylaws,  agreement,  vote  of the
shareholders or disinterested directors or otherwise, and any procedure provided
for by any of the foregoing,  both as to action in his official  capacity and as
to action in another  capacity while holding such office,  and shall continue as
to a person  who has ceased to be a  Director,  officer,  employee  or agent and
shall  inure to the benefit of heirs,  executors  and  administrators  of such a
person."

     Stockgroup.com  has no  agreements  with any of its  directors or executive
officers  providing  for  indemnification  of any such  persons  with respect to
liability arising out of their capacity or status as officers and directors.

                                       32
At  present,  there is no pending  litigation  or  proceeding  involving  a
director or executive officer of Stockgroup.com as to which  indemnification  is
being sought.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8 - EXHIBITS

(A)  EXHIBITS

        EXHIBIT     DESCRIPTION
        -------     -----------

          3.1       Articles   of   Incorporation   (Colorado)-Incorporated   by
                    reference  to  Exhibit  2.1 of  Stockgroup.com's  Form 10-SB
                    filed January 29, 1998.

          3.2       By-Laws  -  Incorporated  by  reference  to  Exhibit  2.2 of
                    Stockgroup.com's Form 10-SB, filed January 29, 1998.

          5.0       Legal opinion of Sierchio & Albert, P.C.

          10.01     1999 Incentive Stock Option Plan

          23.1      Consent of Sierchio & Albert,  P.C., included in the opinion
                    filed as Exhibit 5 hereto.

          23.2      Consent of Independent Certified Public Accountant.

ITEM 9 - UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  to include any additional or changed material  information on the
               plan of distribution.

     (2)  That for the purpose of determining any liability under the Securities
          Act, each such  post-effective  amendment  shall be deemed to be a new
          registration statement

                                       33
relating to the securities  offered therein,  and the offering of such
          securities  at the time  shall be deemed to be the  initial  bona fide
          offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and,  where  applicable,  each filing of an employee  benefit plan
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       34
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Vancouver,  Province of British Columbia,  Canada, on
the 5th day of November, 1999.

         STOCKGROUP.COM HOLDINGS, INC.

By:       s/ Marcus New
         -----------------------------------
         Marcus New, Chief Executive Officer

Pursuant to the  requirements  of the Securities  Act of 1933, as amended,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

 s/ Marcus New                                          Dated:  November 5, 1999
------------------------------------------------
Marcus New, Director and Chief Executive Officer

 s/ John Dawe                                           Dated:  November 5, 1999
------------------------------------------------
John Dawe, V.P. Finance, Treasurer, Secretary

 s/ Les Landes                                          Dated:  November 5, 1999
------------------------------------------------
Les Landes, Chief Operating Officer

 s/ David Caddey                                        Dated:  November 5, 1999
------------------------------------------------
David Caddey, Director

 s/ Craig Faulkner                                      Dated:  November 5, 1999
------------------------------------------------
Craig Faulkner, Chief Technology Officer, Director

s/Louis deBoer II                                       Dated:  November 5, 1999
------------------------------------------------
Louis deBoer II, Director
INDEX TO EXHIBITS

        EXHIBIT     DESCRIPTION

          3.1       Articles   of   Incorporation   (Colorado)-Incorporated   by
                    reference  to  Exhibit  2.1 of  Stockgroup.com's  Form 10-SB
                    filed January 29, 1998.

          3.2       By-Laws  -  Incorporated  by  reference  to  Exhibit  2.2 of
                    Stockgroup.com's Form 10-SB, filed January 29, 1998.

          5.0       Legal opinion of Sierchio & Albert, P.C.

          10.01     1999 Incentive Stock Option Plan

          23.1      Consent of Sierchio & Albert,  P.C., included in the opinion
                    filed as Exhibit 5 hereto.

          23.2      Consent of Independent Certified Public Accountants.