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 West 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)

                        2000 Incentive Stock Option Plan
                            (Full Title of the Plan)

         Marcus New                         Copies of all communications to:
   /o Corporation Service Company                  Mike Shannon
         1560 Broadway                             Devlin Jensen
         Denver, CO 80202                   550 West Hastings Street, Suite 2550
         (303) 860-7052                           Vancouver, BC V6B 4N5
(Name, Address and telephone number              (604) 684-2550
         of Agent for Service

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

Title of securities  Amount to be  Proposed maximum      Proposed maximum
to be registered      registered      offering              aggregate
                                      price per             offering     Amount of
                                      share (1)             price     Registration Fee
-----------------------------------------------------------------------------------------
<S>                  <C>               <C>               <C>               <C>
Common Shares        500,000           $0.40             $ 200,000.00      $ 50
(no par value)
-----------------------------------------------------------------------------------------
Total                500,000           $0.40             $ 200,000.00      $ 50
=========================================================================================
</TABLE>

(1)  The closing price for the Registrant's common stock in the over-the-counter
     market on May 11, 2001 was $0.40 per share.

     To date, Registrant has granted no options under this plan.

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


<PAGE>


TABLE OF CONTENTS

Part II:
Item 3:  Incorporation of Documents by Reference..........................4
Item 4:  Description of Securities........................................4
Item 5:  Interests of Named Experts and Counsel...........................4
Item 6:  Indemnification of Officers and Directors........................4
Item 7:  Exemption from Registration claimed.............................10
Item 8:  Exhibits........................................................10
Item 9:  Undertakings....................................................10
Signatures...............................................................12





<PAGE>




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange Commission (the
"Commission") by Stockgroup.com Holdings, Inc., a Colorado company (the
"Company"), are incorporated herein by reference:

(1) The Company's latest annual report on Form 10-KSB for the fiscal year ended
December 31, 2000, pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934,as amended (the "Exchange Act");

(2) The Company's latest Registration Statement on Form SB-2 filed with the
Commission on March 20, 2001, pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), and the amendment thereto filed with the
Commission on April 3, 2001, that contains audited financial statements for the
Company's latest fiscal year for which statements have been filed;

(3) The Company's Current Report on Form 8-K, filed on January 30, 2001,
pursuant to the Exchange Act;

(4) The description of the Company's securities contained in its registration
statement on Form 10-SB, as amended, filed on January 29, 1998, under the
Exchange Act, under the Company's previous name, I-Tech Holdings, Inc.; and

All documents subsequently filed by the Company pursuant to Sections13(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 hereof 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

Not applicable

Item 5. INTERESTS OF NAMED EXPERTS OR COUNSEL

Not Applicable

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The applicable laws of Colorado, the Company's Articles of Incorporation and the
Company's Bylaws 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

<PAGE>

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.

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 the Company'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

<PAGE>

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
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

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.

<PAGE>

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."

Article IX of the Company's Bylaws also contains provisions providing for the
indemnification of directors and officers of the company as follows:

Section 1. Action, etc. Other Than by or in the Right of the Corporation. The
Corporation shall 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 or investigation, whether civil, criminal or administrative, and
whether external or internal to the Corporation, (other than a judicial action
or suit brought 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
that, being or having been such a director, officer, employee or agent, he is or
was serving at the request of the Corporation as a director, officer, employee,
or trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise (all such persons being referred to hereafter as an "Agent"),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, or any appeal therein, if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful. The
termination of any action, suit or proceeding -- whether by judgment, order,
settlement, 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 or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, that such person had reasonable cause to believe that his conduct
was unlawful.

Section 2. Action, etc., by or in the Right of the Corporation. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed judicial action or suit brought 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 an Agent (as defined above) against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense, settlement or appeal of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or willful misconduct
in the performance of his or her duty to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

Section 3. Determination of Right of Indemnification. Any indemnification under
Section 1 or 2 (unless ordered by a court) shall be made by the Corporation
unless a determination is reasonably and promptly made (i) by the Board by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders, that such
person acted in bad faith and in a manner that such person did not believe to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal proceeding, that such person believed or had reasonable cause to
believe that his conduct was unlawful.

<PAGE>

Section 4. Indemnification Against Expenses of Successful Party. Notwithstanding
the other provisions of this Article, to the extent that an Agent has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice or the settlement of an action without
admission of liability, in defense of any proceeding or in defense of any claim,
issue or matter therein, or on appeal from any such proceeding, action, claim or
matter, such Agent shall be indemnified against all expenses incurred in
connection therewith.

Section 5. Advances of Expenses. Except as limited by Section 6 of this Article,
costs, charges and expenses (including attorneys' fees) incurred in any action,
suit, proceeding or investigation or any appeal therefrom shall be paid by the
Corporation in advance of the final disposition of such matter, if the Agent
shall undertake to repay such amount in the event that it is ultimately
determined, as provided herein, that such person is not entitled to
indemnification. Notwithstanding the foregoing, no advance shall be made by the
Corporation if a determination is reasonably and promptly made by the Board of
Directors or if a majority vote of a quorum of disinterested directors cannot be
obtained, then by independent legal counsel in a written opinion, that, based
upon the facts known to the Board or counsel at the time such determination is
made, such person acted in bad faith and in a manner that such person did not
believe to be in or not opposed to the best interest of the Corporation, or,
with respect to any criminal proceeding, that such person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any
advance be made in instances where the Board or independent legal counsel
reasonably determines that such person deliberately breached his duty to the
Corporation or its shareholders.

Section 6. Right of Agent to Indemnification Upon Application; Procedure Upon
Application. Any indemnification under Sections 1, 2 and 4 or advance under
Section 5 of this Article, shall be made promptly, and in any event within
ninety (90) days, upon the written request of the Agent, unless with respect to
applications under Sections 1, 2 or 5, a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a quorum of
disinterested directors that such Agent acted in a manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance
to the Agent. In the event no quorum of disinterested directors is obtainable,
the Board of directors shall promptly direct that independent legal counsel
shall decide whether the Agent acted in the manner set forth in such Sections as
to justify the Corporation's not indemnifying or making an advance to the Agent.
The right to indemnification or advances as granted by this Article shall be
enforceable by the Agent in any court of competent jurisdiction, if the Board or
independent legal counsel denies the claim, in whole or in part, or if no
disposition of such claim is made within ninety (90) days. The Agent's costs and
expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the Corporation.

Section 7. Contribution. In order to provide for just and equitable contribution
in circumstances in which the indemnification provided for in this Article is
held by a court of competent jurisdiction to be unavailable to an indemnitee in
whole or part, the Corporation shall, in such an event, after taking into
account, among other things, contributions by other directors and officers of
the Corporation pursuant to indemnification agreements or otherwise, and, in the
absence of personal enrichment, acts of intentional fraud or dishonesty or
criminal conduct on the part of the Agent, contribute to the payment of Agent's
losses to the extent that, after other contributions are taken into account,
such losses exceed:

     (i)    in the case of a director of the Corporation or any of its
            subsidiaries who is not an officer of the Corporation or any of such
            subsidiaries, the amount of fees paid to him for serving as a
            director during the 12 months preceding the commencement of the
            suit, proceeding or investigation; or
     (ii)   in the case of a director of the Corporation or any of its
            subsidiaries who is also an officer of the Corporation or any of
            such subsidiaries, the amount set forth in clause (i) plus 5% of the
            aggregate cash compensation paid to said director for service in
            such office(s) during the 12 months preceding the commencement of
            the suit, proceeding or investigation; or
     (iii)  in the case of an officer of the Corporation or any of its
            subsidiaries, 5% of the aggregate cash compensation paid to such
            officer of service in such

<PAGE>

            office(s) during the 12 months preceding the commencement of such
            suit, proceeding or investigation.

Section 8. Other Rights and Remedies. The indemnification provided by this
Article shall not be deemed exclusive of, and shall not affect, any other rights
to which an Agent seeking indemnification may be entitled under any law, Bylaw,
or charter provision, agreement, vote of stockholders or disinterested directors
or otherwise, 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 an Agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. All rights to indemnification
under this Article shall be deemed to be provided by a contract between the
Corporation and the Agent who serves in such capacity at any time while these
Bylaws and other relevant provisions of the general corporation law and other
applicable law, if any are in effect. Any repeal or modification thereof shall
not affect any rights or obligations then existing.

Section 9. Insurance. Upon resolution passed by the Board, the Corporation may
purchase and maintain insurance on behalf of any person who is or was an Agent
against any liability asserted against such person 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 such person against such liability
under the provisions of this Article. The Corporation may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

Section 10. Constituent Corporation. For the purposes of this Article,
references to the "Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee, agent or trustee of
such a constituent corporation or who, being or having been such a director,
officer, employee or trustee, is or was serving at the request of such
constituent corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as such person would if he had served the
resulting or surviving corporation in the same capacity.

Section 11. Other Enterprises, Fines and Serving at Corporation's Request. For
purposes of this Article, references to "other enterprise" in Sections 1 and 10
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service by Agent as director, officer, employee, trustee or agent of the
Corporation which imposes duties on, or involves services by, such Agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article.

Section 12. Savings Clause. If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Agent as to expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit, appeal, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.

The Company 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.

At present, there is no pending litigation or proceeding involving a director or
executive officer of the Company as to which indemnification is

<PAGE>

being sought.


Item 7 - EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8 - EXHIBITS

(A)      EXHIBITS

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

5.1      Legal opinion of Law Office of Reed & Reed, P.C.

23.1     Consent of Law Office of Reed & Reed, P.C. (included in the opinion
         filed as Exhibit 5.1 hereto).

23.2     Consent of Ernst & Young LLP, Chartered Accountants.

99.1     2000 Stock Option Plan.


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 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 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

<PAGE>

     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.



<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 11th day of May, 2001.

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: May 11, 2001
Marcus New, Chief Executive Officer, Chairman


/s/ Lindsay Moyle
--------------------------------------------------           Dated: May 11, 2001
Lindsay Moyle, Chief Financial Officer, Treasurer,
Secretary


/s/ Les Landes
--------------------------------------------------           Dated: May 11, 2001
Les Landes, Chief Operating Officer, Director


/s/ Craig Faulkner
--------------------------------------------------           Dated: May 11, 2001
Craig Faulkner, Chief Technology Officer, Director



<PAGE>



                                INDEX TO EXHIBITS



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

5.1      Legal opinion of Law Office of Reed & Reed, P.C.

23.1     Consent of Law Office of Reed & Reed, P.C. (included in the opinion
         filed as Exhibit 5.1 hereto).

23.2     Consent of Ernst & Young LLP, Chartered Accountants.

99.1     2000 Stock Option Plan.
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{"company-data": {"conformed-name": "STOCKGROUP COM HOLDINGS INC", "cik": "0001054097", "assigned-sic": "7389", "irs-number": "841379282", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60920", "film-number": "1636474"}, "business-address": {"street1": "500-750 W PENDER STREET", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 2T7", "state": "A2", "phone": "6043310995"}, "mail-address": {"street1": "500-750 W PENDER STREET", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 2T7", "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 West 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)

                        2000 Incentive Stock Option Plan
                            (Full Title of the Plan)

         Marcus New                         Copies of all communications to:
   /o Corporation Service Company                  Mike Shannon
         1560 Broadway                             Devlin Jensen
         Denver, CO 80202                   550 West Hastings Street, Suite 2550
         (303) 860-7052                           Vancouver, BC V6B 4N5
(Name, Address and telephone number              (604) 684-2550
         of Agent for Service
CALCULATION OF REGISTRATION FEE

Title of securities  Amount to be  Proposed maximum      Proposed maximum
to be registered      registered      offering              aggregate
                                      price per             offering     Amount of
                                      share (1)             price     Registration Fee
-----------------------------------------------------------------------------------------
Common Shares        500,000           $0.40             $ 200,000.00      $ 50
(no par value)
-----------------------------------------------------------------------------------------
Total                500,000           $0.40             $ 200,000.00      $ 50
=========================================================================================
(1)  The closing price for the Registrant's common stock in the over-the-counter
     market on May 11, 2001 was $0.40 per share.

     To date, Registrant has granted no options under this plan.

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

Part II:
Item 3:  Incorporation of Documents by Reference..........................4
Item 4:  Description of Securities........................................4
Item 5:  Interests of Named Experts and Counsel...........................4
Item 6:  Indemnification of Officers and Directors........................4
Item 7:  Exemption from Registration claimed.............................10
Item 8:  Exhibits........................................................10
Item 9:  Undertakings....................................................10
Signatures...............................................................12
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, filed with the Securities and Exchange Commission (the
"Commission") by Stockgroup.com Holdings, Inc., a Colorado company (the
"Company"), are incorporated herein by reference:

(1) The Company's latest annual report on Form 10-KSB for the fiscal year ended
December 31, 2000, pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934,as amended (the "Exchange Act");

(2) The Company's latest Registration Statement on Form SB-2 filed with the
Commission on March 20, 2001, pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), and the amendment thereto filed with the
Commission on April 3, 2001, that contains audited financial statements for the
Company's latest fiscal year for which statements have been filed;

(3) The Company's Current Report on Form 8-K, filed on January 30, 2001,
pursuant to the Exchange Act;

(4) The description of the Company's securities contained in its registration
statement on Form 10-SB, as amended, filed on January 29, 1998, under the
Exchange Act, under the Company's previous name, I-Tech Holdings, Inc.; and

All documents subsequently filed by the Company pursuant to Sections13(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 hereof 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

Not applicable

Item 5. INTERESTS OF NAMED EXPERTS OR COUNSEL

Not Applicable

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The applicable laws of Colorado, the Company's Articles of Incorporation and the
Company's Bylaws 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.

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 the Company'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
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

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."

Article IX of the Company's Bylaws also contains provisions providing for the
indemnification of directors and officers of the company as follows:

Section 1. Action, etc. Other Than by or in the Right of the Corporation. The
Corporation shall 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 or investigation, whether civil, criminal or administrative, and
whether external or internal to the Corporation, (other than a judicial action
or suit brought 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
that, being or having been such a director, officer, employee or agent, he is or
was serving at the request of the Corporation as a director, officer, employee,
or trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise (all such persons being referred to hereafter as an "Agent"),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, or any appeal therein, if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful. The
termination of any action, suit or proceeding -- whether by judgment, order,
settlement, 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 or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, that such person had reasonable cause to believe that his conduct
was unlawful.

Section 2. Action, etc., by or in the Right of the Corporation. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed judicial action or suit brought 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 an Agent (as defined above) against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense, settlement or appeal of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or willful misconduct
in the performance of his or her duty to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

Section 3. Determination of Right of Indemnification. Any indemnification under
Section 1 or 2 (unless ordered by a court) shall be made by the Corporation
unless a determination is reasonably and promptly made (i) by the Board by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable, if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders, that such
person acted in bad faith and in a manner that such person did not believe to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal proceeding, that such person believed or had reasonable cause to
believe that his conduct was unlawful.
Section 4. Indemnification Against Expenses of Successful Party. Notwithstanding
the other provisions of this Article, to the extent that an Agent has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice or the settlement of an action without
admission of liability, in defense of any proceeding or in defense of any claim,
issue or matter therein, or on appeal from any such proceeding, action, claim or
matter, such Agent shall be indemnified against all expenses incurred in
connection therewith.

Section 5. Advances of Expenses. Except as limited by Section 6 of this Article,
costs, charges and expenses (including attorneys' fees) incurred in any action,
suit, proceeding or investigation or any appeal therefrom shall be paid by the
Corporation in advance of the final disposition of such matter, if the Agent
shall undertake to repay such amount in the event that it is ultimately
determined, as provided herein, that such person is not entitled to
indemnification. Notwithstanding the foregoing, no advance shall be made by the
Corporation if a determination is reasonably and promptly made by the Board of
Directors or if a majority vote of a quorum of disinterested directors cannot be
obtained, then by independent legal counsel in a written opinion, that, based
upon the facts known to the Board or counsel at the time such determination is
made, such person acted in bad faith and in a manner that such person did not
believe to be in or not opposed to the best interest of the Corporation, or,
with respect to any criminal proceeding, that such person believed or had
reasonable cause to believe his conduct was unlawful. In no event shall any
advance be made in instances where the Board or independent legal counsel
reasonably determines that such person deliberately breached his duty to the
Corporation or its shareholders.

Section 6. Right of Agent to Indemnification Upon Application; Procedure Upon
Application. Any indemnification under Sections 1, 2 and 4 or advance under
Section 5 of this Article, shall be made promptly, and in any event within
ninety (90) days, upon the written request of the Agent, unless with respect to
applications under Sections 1, 2 or 5, a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a quorum of
disinterested directors that such Agent acted in a manner set forth in such
Sections as to justify the Corporation's not indemnifying or making an advance
to the Agent. In the event no quorum of disinterested directors is obtainable,
the Board of directors shall promptly direct that independent legal counsel
shall decide whether the Agent acted in the manner set forth in such Sections as
to justify the Corporation's not indemnifying or making an advance to the Agent.
The right to indemnification or advances as granted by this Article shall be
enforceable by the Agent in any court of competent jurisdiction, if the Board or
independent legal counsel denies the claim, in whole or in part, or if no
disposition of such claim is made within ninety (90) days. The Agent's costs and
expenses incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the Corporation.

Section 7. Contribution. In order to provide for just and equitable contribution
in circumstances in which the indemnification provided for in this Article is
held by a court of competent jurisdiction to be unavailable to an indemnitee in
whole or part, the Corporation shall, in such an event, after taking into
account, among other things, contributions by other directors and officers of
the Corporation pursuant to indemnification agreements or otherwise, and, in the
absence of personal enrichment, acts of intentional fraud or dishonesty or
criminal conduct on the part of the Agent, contribute to the payment of Agent's
losses to the extent that, after other contributions are taken into account,
such losses exceed:

     (i)    in the case of a director of the Corporation or any of its
            subsidiaries who is not an officer of the Corporation or any of such
            subsidiaries, the amount of fees paid to him for serving as a
            director during the 12 months preceding the commencement of the
            suit, proceeding or investigation; or
     (ii)   in the case of a director of the Corporation or any of its
            subsidiaries who is also an officer of the Corporation or any of
            such subsidiaries, the amount set forth in clause (i) plus 5% of the
            aggregate cash compensation paid to said director for service in
            such office(s) during the 12 months preceding the commencement of
            the suit, proceeding or investigation; or
     (iii)  in the case of an officer of the Corporation or any of its
            subsidiaries, 5% of the aggregate cash compensation paid to such
            officer of service in such
office(s) during the 12 months preceding the commencement of such
            suit, proceeding or investigation.

Section 8. Other Rights and Remedies. The indemnification provided by this
Article shall not be deemed exclusive of, and shall not affect, any other rights
to which an Agent seeking indemnification may be entitled under any law, Bylaw,
or charter provision, agreement, vote of stockholders or disinterested directors
or otherwise, 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 an Agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. All rights to indemnification
under this Article shall be deemed to be provided by a contract between the
Corporation and the Agent who serves in such capacity at any time while these
Bylaws and other relevant provisions of the general corporation law and other
applicable law, if any are in effect. Any repeal or modification thereof shall
not affect any rights or obligations then existing.

Section 9. Insurance. Upon resolution passed by the Board, the Corporation may
purchase and maintain insurance on behalf of any person who is or was an Agent
against any liability asserted against such person 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 such person against such liability
under the provisions of this Article. The Corporation may create a trust fund,
grant a security interest or use other means (including, without limitation, a
letter of credit) to ensure the payment of such sums as may become necessary to
effect indemnification as provided herein.

Section 10. Constituent Corporation. For the purposes of this Article,
references to the "Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee, agent or trustee of
such a constituent corporation or who, being or having been such a director,
officer, employee or trustee, is or was serving at the request of such
constituent corporation as a director, officer, employee, agent or trustee of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as such person would if he had served the
resulting or surviving corporation in the same capacity.

Section 11. Other Enterprises, Fines and Serving at Corporation's Request. For
purposes of this Article, references to "other enterprise" in Sections 1 and 10
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service by Agent as director, officer, employee, trustee or agent of the
Corporation which imposes duties on, or involves services by, such Agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article.

Section 12. Savings Clause. If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Agent as to expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement with respect
to any action, suit, appeal, proceeding or investigation, whether civil,
criminal or administrative, and whether internal or external, including a grand
jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, or by any other applicable law.

The Company 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.

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

Item 7 - EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8 - EXHIBITS

(A)      EXHIBITS

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

5.1      Legal opinion of Law Office of Reed & Reed, P.C.

23.1     Consent of Law Office of Reed & Reed, P.C. (included in the opinion
         filed as Exhibit 5.1 hereto).

23.2     Consent of Ernst & Young LLP, Chartered Accountants.

99.1     2000 Stock Option Plan.

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 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 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.
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 11th day of May, 2001.

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: May 11, 2001
Marcus New, Chief Executive Officer, Chairman

/s/ Lindsay Moyle
--------------------------------------------------           Dated: May 11, 2001
Lindsay Moyle, Chief Financial Officer, Treasurer,
Secretary

/s/ Les Landes
--------------------------------------------------           Dated: May 11, 2001
Les Landes, Chief Operating Officer, Director

/s/ Craig Faulkner
--------------------------------------------------           Dated: May 11, 2001
Craig Faulkner, Chief Technology Officer, Director
INDEX TO EXHIBITS

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

5.1      Legal opinion of Law Office of Reed & Reed, P.C.

23.1     Consent of Law Office of Reed & Reed, P.C. (included in the opinion
         filed as Exhibit 5.1 hereto).

23.2     Consent of Ernst & Young LLP, Chartered Accountants.

99.1     2000 Stock Option Plan.