~~Stockgroup~~UNITED ~~Information~~STATES ~~Systems~~SECURITIES ~~Inc~~AND EXCHANGE COMMISSION Washington, D.C. 20549

~~Form~~FORM 10-~~QSB~~Q ~~September 30, 2003~~

~~Form~~[X] ~~10-QSB~~Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~U.S.~~For ~~Securities~~the ~~and~~quarterly ~~Exchange~~period ~~Commission~~ended March 31, 2009

~~Washington,~~[ ] ~~D.C.~~Transition ~~20549~~report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~(Mark~~For ~~One)~~the transition period from: _______________ to _______________

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

For the quarterly period ended September 30, 2003.

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

For the transition period from _______________ to _______________

Commission file number: 0-23687

~~Stockgroup~~STOCKHOUSE ~~Information~~INC. (Exact ~~Systems~~name ~~Inc.~~of registrant as specified in its charter)

(Exact name of small business issuer as specified in its charter)

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

~~Colorado~~Suite 500-750 West Pender Street, Vancouver, British Columbia, V6C 2T7 (Address of principal executive offices)

84(604) 331-~~1379282~~0995 (Registrant’s telephone number, including area code)

STOCKGROUP INFORMATION SYSTEMS INC. (~~State~~Former orname, ~~other~~former ~~jurisdiction~~address ofand former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (I1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.~~R.S.~~ ~~Employer~~Yes: [X] No: [ ]

~~incorporation~~Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T(232.405 of this chapter) during the preceding 12 months(or for ~~organization~~shorter period that the registrant was required to submit and post such files). Yes: [ ] No: [ ] (Not yet applicable to the Registrant)

~~Identification~~Indicate Noby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.) See the definitions of “large accelerated filer”, “accelerated filer and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~SUITE~~Large ~~500~~accelerated filer [ ] Accelerated filer [ ] Non-accelerated ~~750~~filer W[ ~~PENDER~~] ~~STREET~~(Do not check if a smaller reporting company) Smaller reporting company [X]

~~VANCOUVER~~Indicate ~~BRITISH~~by ~~COLUMBIA~~check ~~CANADA~~mark ~~V6C~~whether ~~2T7~~the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes: [ ] No [X]

A2APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(~~Address~~d) of the ~~principal~~Securities ~~executive~~Exchange ~~offices)~~Act of 1934 subsequent to the distribution of securities under a plan confirmed by court. Yes: [ ] No: [ ]

~~(Zip~~APPLICABLE ~~Code)~~ONLY TO CORPORATE ISSUERS

~~Issuer~~Indicate the number of shares outstanding of each of the issuer's ~~telephone~~classes ~~number~~of common stock, as of the latest practicable date: 41,295,922 common shares at May 15, 2009 (~~604)~~no ~~331-0995~~par value)

~~(Former name or address, if changed since last report)~~1

~~Check~~STOCKHOUSE ~~whether~~INC. ~~the~~FORM ~~issuer~~10-Q

(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and

(2) has been subject to such filing requirements for the past 90 days.

Yes: _X_ No: ___

Applicable only to issuers involved in bankruptcy

proceedings during the preceding five years

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

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common

equity, as of the latest practicable date: 31,124,971

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

Page 1 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Stockgroup Information Systems Inc.

FORM 10-QSB

INDEX

		Page

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	CONSOLIDATED BALANCE SHEETS as of March 31, 2009 and December 31, 2008	3
	CONSOLIDATED STATEMENTS OF OPERATIONS for the Three Months Ended March 31, 2009 and 2008	4
	CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIENCY) EQUITY for the Three Months Ended March 31, 2009 and the Year Ended December 31, 2008	5
	CONSOLIDATED STATEMENTS OF CASH FLOWS for the Three Months Ended March 31, 2009 and 2008	6
	NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	33

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 6.	Exhibits	35

SIGNATURES		37

PART I. FINANCIAL INFORMATION

STOCKHOUSE INC.
(formerly Stockgroup Information Systems Inc.)

CONSOLIDATED BALANCE SHEETS
(Expressed in Thousands of U.S. Dollars, except number of shares information)
(Unaudited)

Continuing operations (note 1)

					As at
		March 31,			December 31,
		2009			2008
ASSETS
Current Assets:
Cash and cash equivalents (note 1)	$	518		$	728
Restricted cash (note 6)		-			131
Accounts receivable (net of allowance of $515 and $347)		1,077			1,327
Prepaid expenses and other current assets		295			253
TOTAL CURRENT ASSETS		1,890			2,439
Property and equipment, net (note 3)		498			555
Intangible assets, net		175			208
TOTAL ASSETS	$	2,563		$	3,202

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable (note 3)	$	2,058		$	1,561
Accrued liabilities (note 3)		1,692			2,085
Deferred revenues		658			711
Debentures		549			545
Capital lease obligations		50			78
TOTAL CURRENT LIABILITIES		5,007			4,980
Long-term capital lease obligations		-			4
Long-term deferred revenues		93			103
TOTAL LIABILITIES		5,100			5,087

SHAREHOLDERS’ DEFICIENCY (note 4)

Preferred stock
Series A convertible, $1,000 per share
authorized 5,000,000 shares
issued and outstanding 3,000 shares		2,969			2,969
Common stock
authorized 75,000,000 shares, no par value:
issued and outstanding 41,295,922 shares		18,910			18,910
Additional paid-in capital		3,853			3,820
Accumulated deficit		(28,269	)		(27,584	)
TOTAL SHAREHOLDERS’ DEFICIENCY		(2,537	)		(1,885	)
TOTAL LIABILITIES
AND SHAREHOLDERS’ DEFICIENCY	$	2,563		$	3,202

Commitments and contingencies (note 6)
Guarantees (note 8)

See accompanying notes to the Unaudited Interim Consolidated Financial Statements

~~Item~~STOCKHOUSE 1INC. ~~Financial~~ ~~Statements~~ (~~unaudited~~formerly Stockgroup Information Systems Inc.)

3CONSOLIDATED STATEMENTS OF OPERATIONS (Expressed in Thousands of U.S. Dollars, except number of shares and per share information) (Unaudited)

CONSOLIDATED BALANCE SHEETS

		Three Months Ended
		March 31,
		2009			2008
REVENUES
Licensing and subscriptions	$	1,672		$	2,624
Advertising		478			875
TOTAL REVENUES	$	2,150		$	3,499

OPERATING COSTS AND EXPENSES
Cost of revenues (exclusive of amortization)		987			1,469
Sales and marketing		549			1,382
Research and development		136			382
General and administrative		1,107			1,915
Amortization of intangible assets		33			144
TOTAL OPERATING EXPENSES		2,812			5,292

Loss from operations		(662	)		(1,793	)
Interest and other expense (income), net (note 6)		23			(347	)


Net loss and comprehensive loss	$	(685	)	$	(1,446	)

Net loss per common share:
Basic and diluted	$	(0.02	)	$	(0.04	)

Common shares used in computing basic and diluted net loss
per share (thousands)		41,296			41,106

3See accompanying notes to the Unaudited Interim Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF OPERATIONS

~~CONSOLIDATED~~STOCKHOUSE ~~STATEMENTS~~INC. OF (formerly ~~CASH~~Stockgroup ~~FLOWS~~Information Systems Inc.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIENCY) EQUITY
(Expressed in Thousands)
(Unaudited)

											Total
	Preferred		Common				Additional				Shareholders’
	shares	Preferred	stock		Common		paid-in		Accumulated		(Deficiency)
	No. of	shares	No. of		stock		capital		deficit		Equity
	shares	$	shares		$		$		$		$
Balance at
December 31, 2007	-	-	40,917		18,902		3,652		(21,038	)	1,516
Issuance of series A
convertible preferred
shares	3	2,969	-		-		-		-		2,969
Issuance of common stock
pursuant to exercise of
employee stock options	-	-	779		176		(9	)	-		167
Shares returned to settle
acquisition liabilities	-	-	(400	)	(168	)	-		-		(168	)
Stock-based compensation	-	-	-		-		177		-		177
Net loss and
comprehensive loss	-	-	-		-		-		(6,546	)	(6,546	)
Balance at
December 31, 2008	3	2,969	41,296		18,910		3,820		(27,584	)	(1,885	)
Stock-based compensation	-	-	-		-		33		-		33
Net loss and
comprehensive loss	-	-	-		-		-		(685	)	(685	)
Balance at
March 31, 2009	3	2,969	41,296		18,910		3,853		(28,269	)	(2,537	)

See accompanying notes to the Unaudited Interim Consolidated Financial Statements

~~NOTES~~STOCKHOUSE TOINC. ~~CONSOLIDATED~~ (formerly ~~FINANCIAL~~Stockgroup ~~STATEMENTS~~Information Systems Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Thousands of U.S. Dollars)
(Unaudited)

		Three Months Ended
		March 31,
		2009			2008
Operating activities:
Net loss	$	(685	)		(1,446	)
Adjustments to reconcile net loss to net cash (used in) / provided by
operating activities:
Amortization of property and equipment		87			84
Amortization of intangible assets		33			144
Stock-based compensation		33			60
Unrealized foreign exchange loss		4			-
Changes in operating assets and liabilities:
Accounts receivable		250			(113	)
Prepaid and other current assets		(42	)		(132	)
Accounts payable		497			181
Accrued liabilities		(393	)		133
Deferred revenues		(63	)		(57	)
CASH USED IN OPERATING ACTIVITIES		(279	)		(1,146	)

Investing activities:
Purchases of property and equipment		(30	)		(13	)
Restricted cash		131			-
Acquisition of Semotus Assets		-			(18	)
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		101			(31	)

Financing activities:
Proceeds on exercise of stock options		-			116
Repayment of capital lease obligations		(32	)		(70	)
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(32	)		46

Net decrease in cash and cash equivalents		(210	)		(1,131	)
Cash and cash equivalents, beginning of period		728			2,821
Cash and cash equivalents, end of period	$	518			1,690

Supplemental Cash Flow Information:
Cash	$	517		$	1,689
Cash equivalents	$	1		$	1
Interest paid	$	25		$	2
Taxes paid					1
Assets acquired through capital lease transactions	$	-		$	63

See accompanying notes to the Unaudited Interim Consolidated Financial Statements

~~Item~~STOCKHOUSE 2INC. ~~Management's~~ (formerly ~~Discussion~~Stockgroup ~~and~~Information ~~Analysis~~Systems ofInc.) ~~Financial Condition and Results Of Operations~~

12NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS March 31, 2009

~~Item 4~~1. BASIS ~~Disclosure~~OF ~~Controls~~PRESENTATION ~~and~~AND CONTINUING ~~Procedures~~ OPERATIONS

~~24Part~~Basis ~~II.~~of ~~OTHER~~Presentation ~~INFORMATION~~

25 The accompanying unaudited interim consolidated financial statements of Stockhouse Inc. and subsidiaries(the “Company”) have been prepared by the Company in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S–X. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related footnotes thereto of the Company in its Annual Report on Form 10-K for the year ended December 31, 2008 as filed with the SEC on April 1, 2009 and amended Form 10-K/A filed as filed with the SEC on April 6, 2009. In the opinion of management, the adjustments considered necessary for fair presentation, all of which are of a normal and recurring nature have been included in these unaudited interim consolidated financial statements.

~~Item~~ The 1business experiences seasonal variations. ~~Legal~~Historically, ~~Proceedings~~fourth quarter sales have been the strongest; however, due to current volatile economic and financial market conditions, the Company does not expect that will be the case for fiscal 2009. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009 or for other future operating periods. All amounts are stated in U.S. dollars unless otherwise indicated.

25 The accompanying unaudited interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and discharge of liabilities in the normal course of operations for the foreseeable future. The Company has incurred significant recurring operating losses over the past three years, and has not generated positive cash flow from operations since the first quarter of 2007. For the three months ended March 31, 2009, the Company had a net loss of $685,000 and used cash of $279,000 in operating activities. At March 31, 2009, the Company held cash and cash equivalents of $518,000 and had a net working capital deficit of $2,459,000. Net working capital is defined as current assets minus current liabilities excluding current deferred revenues. At May 11, 2009, the Company held cash and cash equivalents of $349,000. These conditions raise doubt about the Company’s ability to continue as a going concern.

~~Item~~ Management 2has been able, thus far, to finance the losses, as well as the growth of the business through a series of equity and debt private placements. ~~Changes~~In inNovember ~~Securities~~2008, the Company entered into debenture purchase agreements with multiple subscribers under which the Company issued to the subscribers a total of $549,000 (C$672,000) of secured unregistered 18% debentures.

25 General economic conditions deteriorated during 2008 and the Company’s revenue, operating results and cash flows were significantly impacted by the economic slowdown. The duration and depth of this economic slowdown in markets in which the Company operates will continue to impact the Company’s future advertising and subscription revenue. Management acted to reduce the Company’s operating costs in the second, third, and fourth quarters of 2008, as well as in the first quarter of 2009. These reductions included downsizing the number of staff and executives, renegotiating contracts with significant vendors to reduce costs, and closing unprofitable locations in Europe. Management plans to renegotiate with the holders of the Company’s $549,000 debentures to extend the October 31, 2009 due date. Management believes that if it is successful in renegotiating a one year extension to the debentures due date, that the Company will have

~~Item~~7 ~~4. Submission of Matters to a Vote of Security Holders~~

25STOCKHOUSE INC. (formerly Stockgroup Information Systems Inc.)

~~Item~~NOTES 6.TO ~~Exhibits~~THE ~~and~~UNAUDITED ~~Reports~~INTERIM onCONSOLIDATED ~~Form~~FINANCIAL ~~8-K~~STATEMENTS March 31, 2009

26sufficient resources for the next twelve months to meet its obligations as they fall due in the ordinary course of business.

~~FORWARD~~ The ~~LOOKING~~Company ~~STATEMENTS~~will ~~AND~~also ~~RISK~~finance ~~FACTORS~~any further cash requirements, if necessary, through further debt or equity financings. There is no assurance however, that additional financing can be obtained, or if obtained on terms that are acceptable to management. The accompanying interim consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and classification of assets or liabilities should the Company not be able to continue as a going concern.

262. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~SIGNATURES~~ There have been no new policies adopted or changes in the Company’s accounting policies during the three months ended March 31, 2009 from those previously disclosed in the Company’s audited consolidated financial statements for the year ended December 31, 2008, except as follows:

27 In December 2007, the FASB issued FAS No. 141 (revised 2007), “Business Combinations” (“FAS 141(R)”) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. FAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. FAS 141(R) is effective for fiscal years beginning after January 1, 2009. The adoption of FAS 141(R) did not impact the Company’s interim consolidated financial statements.

~~Exhibit~~In 31March 2008, the FASB issued FAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, (a“FAS 161’) ~~SECTION~~which ~~302~~is intended ~~CERTIFICATIONS~~to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. FAS 161 is effective January 1, 2009. The adoption of FAS 161 did not impact the Company’s interim consolidated financial statements.

288

~~Exhibit~~STOCKHOUSE 32INC. (a)formerly ~~Section~~Stockgroup ~~906~~Information Systems ~~Certification~~Inc.)

30NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS March 31, 2009

~~Page 2~~3. ~~of 31~~BALANCE SHEET COMPONENTS

Stockgroup Information Systems Inc.

		March 31,			December 31,
(In thousands of Dollars)		2009			2008

PROPERTY AND EQUIPMENT
Computer equipment	$	1,784		$	1,783
Computer equipment under capital lease		394			412
Computer software		167			168
Office furniture and equipment		107			107
Leasehold improvements		197			151
Total cost		2,649			2,621
Less: accumulated amortization		(2,151	)		(2,066	)
Property and equipment, net	$	498		$	555

ACCOUNTS PAYABLE
Trade accounts payable	$	1,897		$	1,419
Sales taxes payable		161			142
Total accounts payable	$	2,058		$	1,561

ACCRUED LIABILITIES
Accrued liabilities	$	459		$	779
Accrued data costs		936			1,108
Customer deposits		297			198
Total accrued liabilities	$	1,692		$	2,085

~~Form~~ In ~~10-QSB~~the ~~September~~three 30months ended March 31, ~~2003~~2009, amortization expense related to property and equipment totaled $87,000, including $34,000 amortization for capital assets under lease. In the three months ended March 31, 2008 amortization expense was $84,000, including $36,000 of amortization for capital assets under lease.

~~PART~~Substantially Iall of the Company’s property and equipment is located in Canada. ~~FINANCIAL~~ ~~INFORMATION~~

~~Item 1~~4. ~~Financial~~ ~~Statements (unaudited)~~SHAREHOLDERS’ DEFICIENCY

~~Stockgroup~~ The ~~Information~~Company ~~Systems~~is ~~Inc~~authorized to issue up to 75,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company did not issue any shares during the three months ending March 31, 2009. During 2008, the Company issued shares on the exercise of stock options and issued preferred shares in an equity financing transaction.

~~CONSOLIDATED~~Stock-Based ~~BALANCE~~Compensation ~~SHEETS~~Plans and Stock-Based Award Activity

~~(UNAUDITED~~ During the three months ended March 31, 2009, the Company granted stock options to employees, management, consultants and non-employee ~~Expressed~~directors under the 2007 Stock Option Plan (the “2007 Plan”) which was approved in June 2007. Stock options granted under the 2007 Plan have a five year life and generally vest annually on the anniversary of the grant date over 3 years at a rate of 34% for the first year and 33% for the remaining two years. All options are denominated in U.S. ~~Dollars)~~dollars.

~~[See~~9 ~~Note 1 – Nature of Business and Basis of Presentation]~~

~~September~~STOCKHOUSE ~~30,~~INC. (formerly Stockgroup Information Systems Inc.)

~~December~~NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS March 31, 2009

~~2003~~ The following table provides information on the Company’s outstanding options and options available for grant at March 31, 2009 and activity since December 31, 2008:

2002

			Options Outstanding
							Weighted
						Weighted	Average	Aggregate
	Number of					Average	Remaining	Intrinsic
	Options				Price Per	Exercise	Contractual	Value
	Available		Number of		Share	Price	Term	$
	For Grant		Options		$	$	(in years)	(in thousands)
Balance
at December 31, 2008	2,262,775		3,735,625		$0.08 - $0.59	$0.33	3.04	$ -
Options granted	(842,000	)	842,000		$0.08 - $0.08
Options expired	-		-
Options forfeited	1,033,500		(1,033,500	)	$0.08 - $1.02
Balance
at March 31, 2009	2,454,275		3,544,125		$0.08 - $1.21	$0.28	3.89	$ -
Vested and exercisable at
March 31, 2009			900,562			$0.68	0.56	$ -

The aggregate intrinsic value is equal to the difference between the quoted closing market price of the Company’s common shares at March 31, 2009 and the exercise price of the underlying awards, where the stock options are in-the-money. No stock options were in-the-~~-------~~money at March 31, 2009.

~~------------~~ The following table summarizes the Company’s unvested stock options as of March 31, 2009 and changes since December 31, 2008:

ASSETS

				Weighted-Average Grant
	Number of Awards			Date Fair Value
Unvested at December 31, 2008	2,043,000		$	0.21
Granted	842,000		$	0.08
Vested	792,062		$	0.16
Forfeited	(1,033,500	)	$	0.21
Unvested at March 31, 2009	2,643,562		$	0.20

~~CURRENT~~ As of March 31, 2009, total unrecognized compensation expense related to unvested awards granted under the Company’s stock option plans was $181,000. Forfeiture rates used to determine unrecognized compensation expense were based on forfeiture rates experienced for the twelve months ended December 31, 2007 as the forfeiture rates experienced for the twelve months ended March 31, 2009 were abnormally high owing to the termination of employees in the third and fourth quarters of 2008.

~~Cash~~10 ~~and cash equivalents~~

$STOCKHOUSE INC. (formerly Stockgroup Information Systems Inc.)

~~860~~NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS March 31,~~064~~ 2009

$Stock-Based Compensation Expense

~~539~~ During the three ended March 31,~~970~~ 2009 and 2008, respectively, net loss included the following stock-based compensation expense:

Marketable securities

		Three Months Ended
(In thousands of Dollars)		March 31,
		2009			2008
Sales and marketing	$	13		$	(7	)
Research and development		(6	)		(3	)
General and administrative		26			70
Total stock-based compensation expense	$	33		$	60

2 Stock-based compensation for research and development for the three months ended March 31,~~709~~ 2009 was $4,000. This amount was offset by the reversal of $10,000 for stock-based compensation granted to research and development employees which did not ultimately vest as a result of the termination of their employment.

~~1,198~~Valuation Assumptions Used in Fair-Value Based Calculation Model

~~Accounts~~ The ~~receivable~~fair-value ~~[net~~ of ~~allowances~~the Company’s stock-based awards granted to employees, non-employee directors and consultants for ~~doubtful~~the three months ending March 31, 2009 and 2008 was estimated using the Black-Scholes option-pricing model using the following weighted average assumptions:

accounts of $106,522; December 31, 2002 $40,866]

		Three Months
		Ended
		March 31,
		2009		2008
Expected life (in years)		5		5
Risk-free interest rate		3%		4%
Expected volatility		179%		101%
Dividend yield		0%		0%
Fair value per stock option	$	0.08	$	0.38

~~353,502~~ The expected life of stock options is equal to the contractual life of the stock options. The exercise price of a stock option is equal to the market value of the Company’s common stock on the grant date. The Company uses the zero coupon interest yield rate comparable to the expected life of the option. Expected volatility is based on historical computations of the Company’s volatility. The estimated fair value of the stock-based awards is amortized over the vesting period of the underlying awards on a graduated basis.

~~169,675~~11

~~Prepaid~~STOCKHOUSE ~~expenses~~INC. (formerly Stockgroup Information Systems Inc.)

80NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS March 31,~~523~~ 2009

102,118

-----------

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

TOTAL CURRENT ASSETS

1,296,798

812,961

Property and equipment, net

380,171

638,665

-----------

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

1,676,969

1,451,626

===========

=============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT

Accounts payable

284,396

313,272

Accrued payroll liabilities

67,374

109,930

Deferred revenue

327,020

320,900

Current portion of capital lease obligation

58,905

103,205

Current portion of notes payable

95,371

Current portion of convertible notes (note 2)

81,328

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

TOTAL CURRENT LIABILITIES

737,695

1,024,006

Capital lease obligation

31,844

Notes Payable

159,787

Convertible notes (note 2)

1,486,806

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

TOTAL LIABILITIES

737,695

2,702,443

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

COMMITMENTS AND CONTINGENCIES (note 6)

SHAREHOLDERS’ EQUITY (DEFICIENCY) (note 3)

COMMON STOCK, No Par Value

Authorized shares - 75,000,000

Issued and outstanding shares – 31,081,371

at Sept 30, 2003 [19,552,596– December 31, 2002]

12,919,159

9,203,235

ADDITIONAL PAID-IN CAPITAL

3,099,314

2,987,331

ACCUMULATED DEFICIT

(15,079,199)

(13,441,383)

-----------

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

TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY)

939,274

(1,250,817)

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

1,676,969

1,451,626

===========

=============

The Accompanying Notes Are An Integral Part

Of These Unaudited Financial Statements.

Page 3 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Stockgroup Information Systems Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED - Expressed in U.S. Dollars)

Three Months Three Months Nine Months Nine Months

Ended Ended Ended Ended

September September September September

30, 2003

30, 2002

30, 2003

30, 2002

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

REVENUE

Revenues

745,801

563,481

2,036,044

1,413,425

Cost of revenues

150,529

222,129

484,215

555,635

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

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

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

Gross profit

595,272

341,352

1,551,829

857,790

EXPENSES

Sales and marketing

220,877

135,930

545,692

365,441

Product Development

9,341

25,687

24,243

62,864

General and administrative

630,677

432,314

1,727,564

1,209,362

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

860,895

593,931

2,297,499

1,637,667

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

LOSS FROM OPERATIONS

(265,623)

(252,579)

(745,670)

(779,877)

Interest income

134

187

Interest expense ordinary

(8,803)

(8,603)

(33,450)

(18,485)

Interest on conversion of

8% convertible notes (note 2)

(33,966)

(860,351)

(86,296)

Interest on conversion of

3% convertible debentures

(160,209)

Loss on warrants liability

(55,000)

Gain on restructuring

of convertible notes

1,088,586

Other income

(1,604)

(15,307)

1,521

(13,028)

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

NET LOSS

(275,896)

(310,436)

(1,637,816)

(24,122)

============

BASIC AND DILUTED

LOSS PER SHARE:

Net loss

(0.01)

(0.02)

(0.07)

0.00

============

Weighted average shares

outstanding for the period

29,246,784

15,880,948

24,688,123

13,518,419

============

The Accompanying Notes Are An Integral Part

Of These Unaudited Financial Statements.

Page 4 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Stockgroup Information Systems Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED - Expressed in U.S. Dollars)

Nine Months

Ended

September

30, 2003

30, 2002

OPERATING ACTIVITIES

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

Net income (loss)

(1,637,816)

(24,122)

Add (deduct) non-cash items

Amortization

286,353

148,822

Gain on restructuring of convertible notes

(1,088,586)

Loss on warrants liability

55,000

Effective interest on convertible notes and debentures

860,351

246,505

Bad debt expense (recovery)

65,656

(35,587)

Common stock issued for services

177,712

Stock based compensation

45,936

Unrealized foreign exchange (gain) loss

23,761

(3,718)

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

(401,695)

(478,038)

Net changes in non-cash working capital

Marketable securities

(1,511)

19,461

Accounts receivable

(249,483)

28,688

Prepaid expenses

21,595

17,722

Accounts payable

(28,874)

(61,926)

Accrued payroll liabilities

(42,556)

(67,529)

Accrued interest on notes payable

(23,763)

2,878

Deferred revenue

6,120

117,150

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

CASH USED IN OPERATIONS

(720,167)

(421,594)

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

FINANCING ACTIVITIES

Issuance of common stock and warrants (net)

840,559

390,920

Proceeds on exercise of warrants

581,775

Proceeds on exercise of stock options

12,420

Issuance of notes payable

97,034

Repayment of convertible debt

(35,332)

(100,000)

Repayment of notes payable

(255,158)

Repayment of capital lease obligation

(76,144)

(6,509)

Repayment of bank indebtedness

(5,168)

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

CASH PROVIDED BY FINANCING

1,068,120

376,277

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

INVESTING ACTIVITIES

Property and equipment (net)

(27,859)

(11,172)

Proceeds on disposition of property and equipment

1,243

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

CASH USED IN INVESTING

(27,859)

(9,929)

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

INCREASE (DECREASE) IN CASH AND

CASH EQUIVALENTS

320,094

(55,246)

Cash and cash equivalents, beginning of period

539,970

126,618

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

CASH AND CASH EQUIVALENTS, END OF PERIOD

860,064

71,372

============

The Accompanying Notes Are An Integral Part

Of These Unaudited Financial Statements.

Page 5 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Stockgroup Information Systems Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the nine Months Ended September 30, 2003

(UNAUDITED)

1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

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

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

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ended December 31, 2003.

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

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

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

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

The Company incurred an operating loss of $745,670 for the nine months ended September 30, 2003, and had working capital of $559,103 as at September 30, 2003. We have accumulated a deficit of 15,079,199 as at September 30, 2003. Management has been able, thus far, to finance the losses, as well as the growth of the business, through a series of equity and debt private placements. The Company is continuing to seek other sources of financing in order to grow the business to the greatest possible extent. There are no assurances that the Company will be successful in achieving its goals.

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

Page 6 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

2. CONVERTIBLE NOTES

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

September 30, 2003

December 31, 2002

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

8% Convertible notes, maturing December 31, 2005

Principal

1,704,000

Unamortized debt discount

(135,866)

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

Subtotal

1,568,134

Current portion

81,328

Long Term Portion

1,486,806

========================================================================================

On January 28, 2003, one of the noteholders converted its entire principal balance of $392,984 into 1,228,075 common shares at a negotiated conversion price of $0.32. The discount on the conversion price was deemed an inducement to convert, resulting in an interest expense of $145,895 representing the excess of the fair value of the notes after inducement over the fair value before inducement. The unamortized debt discount on the portion of the total principal was fully expensed on the conversion date, resulting in an interest expense of $31,711.

On May 12 and May 28, 2003, the remaining noteholder converted its entire principal balance of $1,225,684 into 4,380,000 common shares at a negotiated conversion price of $0.28. The discount on the conversion price was deemed an inducement to convert, resulting in an interest expense of $578,590 representing the excess of the fair value of the notes after inducement over the fair value before inducement. The unamortized debt discount on the portion of the total principal was fully expensed on the conversion date, resulting in an interest expense of $69,437.

3. SHARE CAPITAL

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

At September 30, 2003, in addition to the 31,081,371 common shares outstanding, there were also 2,491,700 stock options and 9,126,928 warrants outstanding, exercisable for 5,366,513 common shares.

Issues of common shares for the nine-month period ended September 30, 2003 are summarized as follows:

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

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

During Q1 2003, 335,100 common shares were issued pursuant to exercises of warrants at $0.25 for gross proceeds of $83,775.

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

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

Page 7 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

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

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

On July 16, 2003, 996,000 units at C$0.37 were issued(approximately $0.27), for gross

proceeds of C$368,520 (approximately $268,920) under a Short Form Offering. Each unit consists of one common share and one half of one non-transferable share purchase warrant. Each whole Warrant is exercisable at C$0.75 (approximately $0.55) until July 16, 2004.

On August 11, 2003, 3,000 common shares were issued to an employee pursuant to an exercise of options at $0.15, for gross proceeds of $450.

On September 30, 2003, 1,660,000 common shares were issued pursuant to the exercise of warrants at $0.30, for gross proceeds of $498,000.

Stock Options

The Company's 1999, 2000, 2001, and 2002 Stock Option Plans (collectively the "Plans") authorize a total of 3,389,978 common shares for issuance. Activity under the Plans is set forth below.

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

Options Outstanding

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

Weighted

Average

available

Number of

Price per

Exercise

for grant

Price

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

Balance at December 31, 2002

898,278

2,602,700

$ 0.12 - 0.59

$0.20

Options exercised

(82,800)

0.15

Options forfeited

(28,200)

0.15 – 0.31

0.21

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

Balance at September 30, 2003

898,278

2,491,700

$0.12 - 0.59

$0.20

==========================================================================================

The Company has discontinued the issuance of options under the 1999, 2000, 2001 and 2002 Stock Option Plans and is in the process of replacing them with a new 2003 Stock Option Plan. Options outstanding in the old Plans continue to be exercisable as vested until exercised or forfeited, however if forfeited they are no longer available for future issuance. The 2003 Plan contains 3,300,000 options has been approved by shareholder vote and is pending approval by the TSX Venture Exchange. No options have been issued under the 2003 Plan as of September 30, 2003.

Page 8 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Warrants

As at September 30, 2003, common stock issuable pursuant to warrants outstanding is as follows:

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

Warrants

Outstanding

Warrants Warrants

Warrants

Outstanding

Exercise Expiry

At January

Issued Exercised Forfeited

At September Price

Date

1, 2003

30, 2003

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

Series 1

281,818

3.00

March 31, 2005

Series 3A

500,000

0.25

July 31, 2005

Series 3B

300,000

0.50

July 31, 2005

Series 4(1)

2,000,000

1,995,100

4,900

0.30

Sept 30, 2003

Series 5

250,000

0.30

Sept 15, 2003

Series 6

1,701,875

0.22

Dec 31, 2003

Series 7

150,000

0.16

Dec 31, 2003

Series 8

1,373,400

0.55

June 4, 2004

Series 9

274,680

0.27

June 4, 2005

Series 10

137,340

0.55

June 4, 2004

Series 11

498,000

0.54

July 16,2004

Series 12

99,600

0.27

July 16,2005

Series 13

49,800

0.54

July 16,2004

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

5,183,693

2,432,820

1,995,100

254,900

5,366,513

=========================================================================================

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

4. ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company measures compensation expense for all of its Stock Option Plans using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations and complies with the disclosure provisions of Statement of Accounting Standards No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by Statement of Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an amendment of FASB Statement No. 123” (“SFAS 148”).

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

Page 9 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

For the three months ended

For the nine months ended

September

30, 2003

30, 2002

30, 2003

30, 2002

Net loss – as reported

(275,896)

(310,436)

(1,637,816)

(24,122)

Add: Stock-based

employee compensation

expense included

in reported net

income

7,058

45,936

Deduct: Stock-based

employee compensation

expense determined

under the fair value-

based method

for all awards

(4,213)

(13,143)

(17,113)

(258,746)

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

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

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

Net income – pro forma

(280,109)

(316,521)

(1,654,931)

(236,932)

=============

==============

=============

Net income per share

As reported

(0.01)

(0.02)

(0.07)

0.00

Pro forma

(0.01)

(0.02)

(0.07)

(0.02)

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

The pro forma effects of applying SFAS 123 for the periods presented are not likely to be representative of the pro forma effects of future periods as the number of stock options and the vesting schedules thereof vary widely from quarter to quarter. No options were granted during the nine months ended September 30, 2003.

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

For the three and nine months ended

September 30, 2003

September 30, 2002

Dividend yield

Weighted average expected life (years)

4.06

4.50

Risk-free interest rate

4.30%

3.83%

Expected volatility

121%

214%

5. SEGMENTED INFORMATION

~~SFAS~~ The ~~No.~~Company ~~131,~~operates ~~Disclosure~~in ~~about~~one reportable ~~Segments~~segment. ofThe anCompany ~~Enterprise~~defines ~~and~~a ~~Related~~reportable ~~Information,~~segment ~~requires~~as a ~~public~~component ~~business~~of the ~~enterprise~~Company tofor ~~report~~which separate financial ~~and descriptive~~ information ~~about~~is ~~its~~available ~~reportable~~and ~~operating~~which ~~segments.~~is evaluated ~~The~~regularly ~~Company~~by ~~has~~the ~~concluded~~Chief ~~that~~Executive ~~its~~Officer ~~business~~in ~~activities~~deciding ~~fall~~how ~~into~~to ~~one~~allocate resources ~~identifiable~~and ~~business~~in ~~segment~~assessing ~~with~~performance. ~~the following sources of revenue:~~

~~For~~The following information is presented by the ~~three~~customer’s geographic ~~months~~area: ~~ended~~

For the nine months ended

		North		United
Three Months Ending March 31, 2009		America		Kingdom		Other		Total
(In thousands of Dollars)
REVENUES
Licensing and subscription	$	1,510	$	162	$	-	$	1,672
Advertising services		478		-		-		478
Total revenues	$	1,988	$	162	$	-	$	2,150

September

		North		United
Three Months Ending March 31, 2008		America		Kingdom		Other		Total
(In thousands of Dollars)
REVENUES
Licensing and subscription	$	1,921	$	363	$	340	$	2,624
Advertising services		875		-		-		875
Total revenues	$	2,796	$	363	$	340	$	3,499

~~September~~ There were no revenues from individual customers greater than 10% of total revenues during the three months ended March 31, 2009 and 2008, respectively. No customer accounted for more than 10% of outstanding trade receivables at March 31, 2009. As at December 31, 2008, one customer accounted for 10% of outstanding trade receivables.

September

30, 2003

30, 2002

30,2003

30, 2002

Public Company

Disclosure and

Awareness Products

443,776

360,692

1,209,737

888,058

Financial Software and

Content Systems

302,025

202,789

826,307

525,367

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

745,801

563,481

2,036,044

1,413,425

========================================================================================

Page 10 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

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

6. COMMITMENTS AND CONTINGENCIES

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

InThe ~~addition,~~following ~~the~~table ~~company~~summarizes ~~is subject to various other legal matters in~~ the ordinary course of business. It is not possible at this time to predict with any certainty the outcome of such litigation. Management believes that the ultimate resolution of these matters would not have a material effect on the Company’s ~~financial~~contractual obligations ~~position~~at orMarch ~~results~~31, of2009: ~~operations.~~

7. RECENT ACCOUNTING PRONOUNCEMENTS

(In thousands of Dollars)				Payments Due by Period
										More
				Within 1		2 – 3		4 – 5		Than 5
		Total		Year		Years		Years		Years
Operating leases	$	1,633	$	390	$	803	$	440		-
Capital leases		50		50		-		-		-
Debt (principal)		549		549		-		-		-
Debt (interest)		49		49		-		-		-
Data provider commitment		254		254		-		-		-
Total contractual cash obligations	$	2,535	$	1,292	$	803	$	440	$	-

In12 November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that a liability be recorded in the guarantor's balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees, including indemnifications, that an entity has issued. The disclosure provisions of FIN 45 are effective for financial statements of interim

~~periods~~STOCKHOUSE ~~ending after December 15, 2002; however, the provisions for initial recognition and measurement are effective on a prospective basis for guarantees that are issued or modified after December 31, 2002~~INC. ~~The~~(formerly ~~initial~~Stockgroup ~~adoption~~Information Systems ~~of FIN 45 did not have a material impact on the Company's financial position, results of operations or cash flows~~Inc.)

InNOTES ~~January~~TO ~~2003,~~THE ~~the~~UNAUDITED ~~FASB~~INTERIM ~~issued~~CONSOLIDATED ~~Interpretation~~FINANCIAL STATEMENTS ~~No.~~March 46, “Consolidation of Variable Interest Entities” (“FIN 46”). FIN 46 requires an investor with a majority of the variable interests in a variable interest entity to consolidate the entity and also requires majority and significant variable interest investors to provide certain disclosures. A variable interest entity is an entity that has (1) equity investment at risk that is insufficient to finance the entity's activities without receiving additional subordinated financial support from the other parties, (2) a group of equity owners that are unable to make substantive decision’s about the entity’s activities, or (3) equity that does not absorb the entity’s losses or receive the benefits of the entity. FIN 46 is effective for all new variable interest entities created or acquired after January 31, ~~2003.~~2009 For existing variable interest entities created or acquired prior to February 1, 2003, FIN 46 is effective for the first interim or annual period beginning after June 15, 2003. The Company is currently evaluating the effect that the adoption of FIN 46 will have on its results of operations and financial condition; however, it does not expect the adoption of FIN 46 will have a significant impact on its consolidated financial statements.

In The ~~May~~Company ~~2003,~~leases ~~the~~its ~~FASB~~facilities under ~~issued~~operating ~~SFAS~~leases ~~No.~~that ~~150,~~expire ~~“Accounting~~at ~~for~~various ~~Certain~~times ~~Financial~~to ~~Instruments~~March ~~with Characteristics of Both Liabilities and Equity” (“SFAS 150”)~~2014. ~~SFAS~~In ~~150~~June ~~establishes~~2008, on ~~standards~~the ~~for~~expiry ~~how an issuer classifies and measures certain financial instruments with characteristics~~ of ~~both liabilities and equity. It requires that~~ an ~~issuer~~existing ~~classify~~lease, athe ~~financial~~Company ~~instrument~~secured ~~that~~new ispremises ~~within~~in ~~its~~Toronto with ~~scope as~~ a ~~liability (or~~lease anterm ~~asset~~to inOctober ~~some circumstances)~~2013. ~~SFAS~~ ~~No.~~The ~~150~~Company ~~does~~leases ~~not~~certain ~~apply~~computer equipment, tomainly ~~features~~servers, ~~embedded~~under incapital ~~a financial instrument that is not a derivative in its entirety~~leases. ~~SFAS~~ ~~150 is effective for financial~~

Page 11 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

instruments entered into or modified after May 31, 2003 and otherwise will be effective at the beginning of the first interim period beginning after June 15, 2003. For existing financial instruments created before the effective date, any impact upon the adoption of SFAS 150 shall be reported as a cumulative effect of a change in an accounting principle. The Company has not yet completed its analysis of SFAS 150; however, it believes that the adoption of this pronouncement will not have a material effect on the Company's consolidated financial statement.

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

RESULTS OF OPERATIONS – THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002

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

Overall sales are up from Q3 2002 on both a three-month and nine-month basis. We continue to adapt to the changes in the markets.

Revenue and Gross Profits

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

Revenue Summary ($000s)

2003

2002

Change ($)

Change (%)

-----------

----------

For the 9 months ended September 30

Total revenues

2,036

1,413

623

+44%

Breakdown of major categories:

Public Company Disclosure…

1,210

888

322

+36%

Financial Software and Content…

826

525

301

+57%

For the 3 months ended September 30

Total revenues

746

563

183

+33%

Breakdown of major categories:

Public Company Disclosure…

444

360

+23%

Financial Software and Content…

302

203

+49%

Our Public Company Disclosure and Awareness Products (PCDAP) revenue stream contains the revenue generated by the Stockhouse Web sites. Due to complex weaving of our existing services in with the new Stockhouse services, we are not able to ascertain the revenue which can be directly attributable to Stockhouse, even on an approximate basis. We believe that the Stockhouse asset gives us an overall benefit because it gives our existing services added credibility and exposure, and gives us an alternative outlet for promoting and selling certain of our services. We acquired the Stockhouse web property late June 2002. Aggregate monthly revenue for the nine-month period ended September 30, 2003 was $528K, compared with $313K for the same period 2002, and increase of $215K. In addition to the increase in revenue from monthly agreements, we had an increase in one-off services of $107K, for a total increase year over year of $322K. The increase from one-off services was not from any one customer or industry, but rather, we believe from a combination of the attention we gained from the acquisition of Stockhouse, a general market improvement, repeat business, increased selling efforts by our existing sales team and the addition of 4 new members to our sales team.

Financial Software and Content Systems revenue has grown at a steady rate due to its long- term contractual nature. As new clients are added, the effect on revenue is felt incrementally over time rather than immediately. This gives us a good base of revenue, which will recur for the life of the contract. Aggregate monthly revenue for the nine-

Page 12 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

month period ended September 30, 2003 was $715K, compared with $511K for the same period in 2002, an increase of $204K. In addition to the increase in revenue from monthly agreements, we had an increase in setup fee amortization and other development fees of $97K. The combined increase from our monthly revenues, setup fee amortization and other development was $301K year over year.

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

2003

2002

Change ($)

Change (%)

-----------

----------

For the 9 months ended September 30

Total cost of revenues

484

556

(72)

-13%

Gross profit

1,552

858

694

+81%

Gross margin %

76%

61%

+15%

For the 3 months ended September 30

Total cost of revenues

151

222

(71)

-32%

Gross profit

595

341

254

+74%

Gross margin %

80%

61%

+19%

Our cost of revenues consists of bandwidth, data feeds, advertising purchased for resale, and direct production labor. With the acquisition of Stockhouse, a high traffic Website, our bandwidth and data costs have risen, but our decreased emphasis on highly labor-intensive revenue such as programming and web site design has caused our direct labor costs to decrease.

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

Operating Expenses

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

Operating Expenses Summary ($000s)

2003

2002

Change ($)

Change (%)

-----------

----------

For the 9 months ended September 30

Total operating expenses

2,297

1,638

659

+40%

Breakdown:

Sales and marketing

546

365

181

+50%

Product Development

(39)

-62%

General and administrative

1,727

1210

517

+43%

For the 3 months ended September 30

Total operating expenses

861

594

267

+45%

Breakdown:

Sales and marketing

221

136

+63%

Product Development

(17)

-65%

General and administrative

631

432

142

+46%

Sales and marketing expenses increased by $181K for the nine month period ended September 30, 2003 when comparing with 2002 due primarily to an increase in the number of sales staff from 10 to 14 full time members. The compensation and training expense arising from this increase in sales staff accounts for the increase in sales and marketing expense year over year.

General and administrative expense increased by a total of $517K for the nine-month period ended September 30, 2003 compared to the same period 2002. This increase is due to several factors, most notably an increase in payroll expense, which is our largest expense category. The increase in payroll of $196K is attributable to upgrades to our skill level and not an increase in number of staff, and is partly offset by a decrease in consulting

Page 13 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

expense of ($125K). We have also had an increase in amortization of $147K as the Stockhouse Web site asset is being amortized over three years on a straight line basis, and the related server equipment leased concurrently with the Stockhouse acquisition is being amortized over two years straight line. Filing, regulatory, and investor relations expenses combined for a $19K increase, due to our inter-listing on the TSX Venture Exchange in Canada. Bad debts expense increased by $101K, due to increased risk on our accounts receivable from PCDAP. Foreign exchange rate changes have caused an increase in our expenses by $170K, as the Canadian dollar has gained value relative to the United States dollar, and the majority of our expenses, including payroll, are in Canadian dollars. Various other general and administrative expenses not mentioned above increased year over year by a combined $9K. The Stockhouse acquisition in June 2002 did not have a material impact on our general and administrative expenses.

Other Income (Expense) and Income Taxes

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

Interest and Other Expenses Summary ($000s)

2003

2002

-----------

----------

For the 9 months ended September 30

Total interest and other expenses

(892)

755

Breakdown:

Cash interest expense

(34)

(19)

Non-cash interest expense on

conversion of 8% convertible

notes

(860)

(86)

Non-cash interest expense on

conversion of 3% convertible

debentures

(160)

Loss on warrants liability

(55)

Gain on restructuring of

convertible notes

1,088

Other income

(13)

For the 3 months ended September 30

Total interest and other expenses

(10)

(58)

Breakdown:

Cash interest expense

(9)

Non-cash interest expense on

conversion of 8% convertible

notes

(34)

Other income

(1)

(15)

Page 14 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Cash interest, either already paid or payable after the quarter end, consists of interest on notes payable and capital leases. The remaining $860K of interest for the first nine months of 2003 is non-cash interest arising out of the conversion of our 8% convertible notes and the related acceleration of the amortization of the debt discount. The conversions in January and May, 2003 were done at discounted conversion rates, producing a deemed interest expense equal to the difference between the fair value of the shares that could be acquired at the original conversion price of $0.50 and the fair value of the shares that could be acquired at the discounted conversion rate in each event of conversion. The total of the deemed interest expense arising from the discounted conversion rate for the first three quarters of 2003 was $724K. After the restructuring of the notes in February 2002, we had a debt discount that was subject to accretion over the period ended December 31, 2003. At the time of each conversion the pro-rata portion of the unamortized debt discount was immediately expensed according to the portion of the principal of the notes converted. The acceleration of the amortization of the debt discount produced a total interest expense over the first three quarters 2003 of $136K.

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

Net Income

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

The net loss for the first nine months of 2003 was $1.638 million compared to a loss of $0.024 million in the first nine months 2002, a decrease of $1.614 million. The decrease is due largely to the non-cash interest expense as described above, in 2003 combined with the large non-cash gain on restructuring of our convertible notes in 2002. The removal of the convertible notes from our balance sheet, which was completed in January and May 2003, should reduce the net income volatility in the future.

CRITICAL ACCOUNTING POLICIES

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

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

Revenue

Public Company Disclosure and Awareness Products consist of investor relations Web page tools, client profiling on our investment-oriented Web sites, e-mail services, sponsorships and Internet advertising services. These services are sold either individually or bundled together into comprehensive programs.

Investor relations Web page tools, sold under the name IntegrateIR, are delivered to the client’s investor relations page of their Web site via an Internet data feed, in real time and on a continuous basis for an agreed period of time, normally 12 months. Revenue is recognized evenly, according to the agreed fixed rate, on a monthly basis once the IntegrateIR data feed has been activated. Setup fees, if any, are recognized ratably over the initial term of the agreement, on a monthly basis.

Client profiling on our investment-oriented Web sites consists of continuous or rotating client profiles on various specialized Web pages within Stockhouse.com, Smallcapcenter.com and Investormarketplace.com. Delivery of these profiles is based either on a certain

Page 15 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

number of days appearing on the Web pages or a certain quantity of page views, profile view or click-throughs, depending on the agreement. A page view is a single instance of an Internet user viewing the page which contains the client’s name and/or logo. A profile view is a single instance of an Internet user clicking on the client’s profile link. A click-through is a single instance of an Internet user clicking on the client’s profile and being redirected to the client’s Web site. Revenue is recognized on such client profile programs based on delivery, and delivery is organized and measured to equal the agreed monthly fee in each month the client is profiled on the Web pages.

E-mail services are mailings to a targeted list of e-mail addresses, with delivery consisting solely of transmitting the mailing to the e-mail targets. Each transmittal is called a flight. E-mail services may be bought on a per-flight basis, for which revenue is recorded when the flight occurs, or on a fixed-fee monthly basis in which the client receives access to a fixed number of flights per month. We record the revenue on the fixed-fee monthly e-mail services on a pro rata basis over the term of the agreement.

Sponsorships consist of special mention or other information about a client which is attached prominently to the header section of our daily news recap e-mail mailings. Sponsorships are sold either on a per-day basis, for which revenue is recorded on the day the client’s sponsorship message is attached to the daily news recap mailing, or on a fixed-fee monthly basis in which the client receives access to a fixed number of days’ sponsorship per month.

Internet advertising services on our Web sites are delivered and revenue earned on a page-view basis, as this term is defined above. Advertising insertion orders are obtained from clients and advertisements are delivered in a set rotation on www.stockhouse.com, www.smallcapcenter.com, and others. At the end of certain specified period, usually monthly, the client is given a page-view delivery report and billed according to the number of page-views delivered.

Financial Software and Content Systems consists of real time, time delayed and wireless quotes and charts, company profiles, investment data and technical analysis. Revenue from set up fees, periodic maintenance fees and contractual monthly licensing fees for ongoing use of financial tools and content is recognized ratably over the contract term, which is typically 24 months.

All Financial Software and Content Systems services are delivered via an Internet data feed from our Web servers to the clients’ sites on a continuous real time basis. Revenue begins to be earned on the day the data feed is activated and begins to deliver content to the client site. Revenue is earned on a fixed monthly fee, with some clients paying a page-view overage fee over a certain number of page-views. The page-view overages, if any, are billed to the client and recorded on a monthly basis as they occur and usually represent a small portion of the overall monthly fee from each customer.

All sources of revenue is recorded pursuant to SAB 101 Revenue Recognition in Financial Statements, when persuasive evidence of an arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectibility is reasonably assured. Pursuant to EITF 00-21 Revenue Arrangements with Multiple Deliverables, when the services are provided in a multiple elements arrangement, revenue is allocated to each respective deliverable based on its relative fair value and recognized when the criteria under SAB 101 have been met.

We are not subject to specific performance criteria that would give rise to refund rights for services we provide.

Payments received in advance of services provided are recorded as deferred revenue.

Page 16 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Cost of Revenues

Cost of revenues are recorded if the cost relates directly to the services we sell or to our revenue-generating Web sites, namely Stockhouse.com/ca/au, Smallcapcenter.com, and InvestorMarketPlace.com. Cost of revenues consist of subscription fees for access to data feeds of financial and business databases, Internet bandwidth, direct advertising purchases, and direct labor. Data feeds are a key component of many of our Financial Software and Content Systems services, as well as a key input into our revenue-generating Web sites. Bandwidth is consumed by our revenue-generating Web sites, by our Financial Software and Content Systems services, by our IntegrateIR service, and by our e-mail mailing services. Direct advertising purchases relate to Internet advertising purchases for the purpose of promoting a client or clients’ feature on one of our Web sites. Direct labor is the hourly labor cost of certain programmers and designers who implement or maintain licensed client feeds, design advertising for clients, and produce e-mail mailings for clients. Direct labor costs are fully recognized as cost of revenues in the period in which the associated revenue is recognized. All other costs of revenues are recognized in the period incurred.

Property and Equipment

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

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

Contingencies

~~From~~ The ~~time~~Company towas ~~time,~~the weplaintiff ~~are~~in a ~~subject~~lawsuit tofiled ~~proceedings,~~in ~~lawsuits~~Ontario ~~and~~Superior ~~other~~Court ~~claims~~of ~~related~~Justice toagainst ~~labor~~Hollinger Inc. and Hollinger ~~other~~Canadian ~~matters.~~Publishing WeHoldings ~~are~~Co ~~required~~in towhich ~~assess~~ the ~~likelihood~~Company ofsought ~~any~~to ~~adverse~~recover approximately ~~judgments~~$457,000 orfrom ~~outcomes~~the todefendant. ~~these~~The ~~contingencies~~defendant aswas ~~well~~a asvendor ~~potential~~to ~~ranges~~the Company ofand ~~probable~~the ~~losses~~amount ~~and~~sought ~~establish~~by ~~reserves~~the ~~accordingly.~~Company Weconsisted ~~use~~of ~~professional~~unused ~~judgement,~~advertising credits ~~legal~~which ~~advice,~~were ~~and~~prepaid ~~estimates~~by in the ~~assessment~~Company ofin ~~outcomes of contingencies~~1999. The ~~amounts~~case ofwas ~~reserve~~resolved ~~required,~~by ifa negotiated ~~any,~~settlement ~~may~~during ~~change~~the infirst ~~future~~quarter ~~periods~~of ~~due~~2008 toand ~~new~~the ~~developments~~defendant inpaid $340,000 ~~each~~to ~~matter~~the orCompany ~~changes~~ in ~~approach~~full tosettlement, awhich ~~matter~~is ~~such~~included asin aother ~~change~~income in that ~~settlement strategy~~period.

~~LIQUIDITY~~ The ~~AND~~Company ~~CAPITAL~~is ~~RESOURCES~~the plaintiff in a lawsuit filed in the Commercial & Equity Division of the County Court of Victoria in Melbourne, Australia against The Eight Black Partnership Pty and Simon Chen, in which the Company seeks to recover approximately $435,000 from the defendant. The defendant was a reseller of the Company’s Marketstream service in Australia and the amount sought by the Company consists of unpaid Marketstream subscription fees from July 2006 to May 2007, plus interest. The case is currently pending final resolution and there is uncertainty as to what value, if any, will be derived from the lawsuit. No provision has been made for recovery of these credits in the financial statements in any period.

~~-------------------------------------------------------------------------------------------------------------------~~ During 2008, an employee of the Company made an application to the District Court of Amsterdam, the Netherlands requesting the Court to order the Company to restore his access to Company systems and continue paying his salary. He further requested that the Court order the temporary restriction of funds then held in the Company’s Dutch subsidiary’s bank accounts until the terms of his employment could be determined. The Court granted this application and ordered the transfer of €89,110 ($131,000) from the operating bank accounts to a restricted account. This amount was classified as restricted cash on the consolidated balance sheet at December 31, 2008. During January 2009 the matter was resolved by negotiation and the restriction on the Company’s funds was lifted by the Court.

We In ~~ended~~addition to the ~~third~~above, ~~quarter~~the Company ofis ~~2003~~involved ~~with~~in ~~cash~~various ~~and~~other ~~cash~~legal ~~equivalents~~matters ofwhich ~~$860,064,~~arise ~~an increase of $306,706~~ from ~~June~~time-to-time in ~~30,~~the ~~2003.~~ordinary ~~This~~course ~~compares with a net cash decrease~~ of ~~$74,935~~the inCompany’s ~~Q3 2002~~business, anone ~~net cash increase~~ of ~~$468,598~~which inis Q4believed ~~2002,~~to be amaterial ~~net~~to ~~cash~~its ~~decrease~~results of ~~$361~~operations,~~894~~ inliquidity Q1or ~~2003,~~financial ~~and~~condition aat this ~~net~~time. ~~cash~~Unless ~~increase~~otherwise ~~of $375~~noted,~~282~~ inthe Q2Company ~~2003.~~cannot ~~Although~~reasonably weestimate ~~expect~~at this totime ~~generate~~whether ~~positive~~a ~~cash~~monetary ~~flow~~settlement ~~from~~will ~~operations,~~be wereached ~~are~~or ~~pursuing~~predict ~~financing to improve our working capital position and to grow~~ the ~~business~~ultimate resolution toof ~~the~~these ~~greatest~~legal ~~possible extent~~matters.

~~Our cash used in operations for the first nine months of 2003 was $704,333~~7. WeFAIR ~~repaid~~VALUE ~~$35,332~~OF ofFINANCIAL ~~our convertible notes, and $270,994 in notes payable. Another use of cash was repayment of capital leases, totaling $76,144. Sources of cash included $594,195 for~~INSTRUMENTS

~~Page~~ The Company has various financial 17instruments that must be measured under the fair value accounting standards including: cash and cash equivalents and debentures. The Company currently does not have non-financial assets or non-financial liabilities that are required to be measured at fair value on a recurring basis, with the exception of 31 intangible assets. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy.

~~Stockgroup~~The ~~Information~~following ~~Systems~~table ~~Inc.~~provides a summary of the fair values of assets and liabilities:

~~Form~~13 ~~10-QSB September 30, 2003~~

~~proceeds~~STOCKHOUSE ~~from~~INC. ~~exercise~~(formerly ofStockgroup ~~warrants~~Information Systems ~~and stock options, and $840,559 from issuance of shares and warrants under a Short Form Offering~~Inc.)

~~You~~NOTES ~~should~~TO beTHE ~~cautioned~~UNAUDITED ~~that~~INTERIM ~~there~~CONSOLIDATED ~~can~~FINANCIAL STATEMENTS beMarch ~~no assurance that revenue~~31, ~~margins,~~2009 and profitability will increase. We have $58,905 of capital lease obligations due within the next 12 months. As certain of these capital leases, as well as certain other current liabilities are denominated in Canadian dollars, fluctuations in exchange rates with the United States can have an effect on the USD equivalent liabilities. There can be no assurance that we will be successful in raising a sufficient amount of additional capital or in internally generating a sufficient amount of capital to meet long-term requirements.

CORPORATE DEVELOPMENTS DURING THE PERIOD

		Carrying Value		Fair Value Measurements at March 31, 2009
		March 31, 2009		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	518	$	518	$	-	$	-

Liabilities:
Debentures	$	549	$	-	$	-	$	549

~~-------------------------------------------------------------------------------------------------------------------~~ As the debentures were issued late in 2008, the Company believes that the market rate of interest as at March 31, 2009, was not materially different to the rate of interest at which the debentures were issued. Accordingly, the Company believes that the fair value of the debentures approximated their carrying value at March 31, 2009.

A8. ~~synopsis~~ACCOUNTING ofFOR ~~corporate~~AND ~~highlights~~DISCLOSURE ~~for~~OF ~~2003 is as follows:~~GUARANTEES

1 From time-to-time, the Company enters into certain types of contracts that require it contingently to indemnify parties against third party claims. These contracts primarily relate to: (i) service level agreements with clients, under which the Company may be required to indemnify clients for liabilities related to data transmission and dissemination; and (ii) certain agreements with the Company’s officers, directors and employees and third parties, under which the Company may be required to indemnify such persons for liabilities arising out of their duties to the Company.

On The ~~January~~Company ~~22,~~regularly ~~2003,~~enters weinto service ~~reached~~level anagreements ~~agreement~~ with ~~AP Digital~~clients, aunder ~~division~~which the Company guarantees consistent streaming of ~~The~~data ~~Associated~~within ~~Press~~certain ~~that~~pre-defined ~~distributes~~tolerances. ~~news~~The terms of these obligations vary and ~~information~~generally are not limited in amount, so it is not possible to ~~interactive~~express ~~applications~~the amount at risk in dollars. Historically, the Company has not been obligated to ~~market~~make ~~and~~significant ~~resell~~payments ~~our~~on ~~market~~account ~~information~~of these obligations, and ~~financial~~accordingly, ~~content~~no ~~management~~liabilities were recorded for these obligations of this nature on its balance sheets as of March 31, 2009 and ~~software~~December ~~system~~31, 2008. The Company carries coverage under certain insurance policies to ~~AP's~~protect ~~worldwide~~itself ~~network~~in the case of ~~members~~an ~~and~~unexpected ~~customers~~liability; however, this coverage may not be sufficient.

2.14

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

3 The following discussion and analysis should be read together with our unaudited interim consolidated financial statements and the notes to those statements included elsewhere in this quarterly report on Form 10-Q and the consolidated financial statements and the notes to those statements included in our Form 10-K/A for the year ended December 31, 2008. Certain statements contained herein constitute “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. In some cases forward-looking statements can be identified by terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “intends,” or similar terms. These statements appear in a number of places in this Form 10-K and include statements regarding the intent, belief or current expectations of our company, its directors or its officers with respect to, among other things: (i) trends affecting our financial condition or results of operations, (ii) our business and growth strategies, (iii) the Internet and Internet commerce and (iv) our financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our Company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

On Although ~~January~~we ~~31,~~believe ~~2003,~~that wethe expectations ~~announced~~reflected ~~that~~in ~~Amro~~the ~~International~~forward-looking ~~had~~statements ~~converted~~are ~~its~~reasonable, ~~remaining~~we cannot ~~balance~~guarantee offuture ~~$0.4~~results, ~~million~~levels of ~~its~~activity, ~~convertible~~performance ~~debenture~~or achievements. ~~The~~Except ~~debt~~as ~~was~~required ~~converted~~by ~~into~~applicable ~~stock~~law, atincluding ~~$0.32/share~~the assecurities laws ~~part~~ of athe ~~negotiation~~United ~~between~~States, ~~Amro~~we ~~and~~undertake ~~Stockgroup~~no obligation to ~~eliminate~~update ~~Amro’s~~publicly ~~debt.~~any forward-looking ~~Our~~statements ~~outstanding~~for ~~long-term~~any ~~debt~~reason, ~~has~~even ~~been~~if ~~reduced~~new ~~from~~information ~~$1.7~~becomes available ~~million~~or toother ~~$1.2~~events ~~million~~occur.

4 Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles. In this discussion, unless otherwise specified, all references to “common stock” refer to the shares in our capital stock and the terms “we”, “us” and “our” mean Stockhouse Inc., a Colorado corporation. Effective July 10, 2008, we changed our name from Stockgroup Information Systems Inc. to Stockhouse Inc. (“Stockhouse” or the “Company”). As a result, effective July 21, 2008, Stockhouse traded on the Over-the-Counter Bulletin Board quotation service operated by FINRA under its new trading symbol “STKH.OB” (previously since March 17, 1999 under the symbol “SWEB”) and on the TSX Venture Exchange under its new trading symbol “SHC.V” (previously since December 17, 2002 under the symbol “SWB”).

OnForeign ~~February~~Currency ~~5, 2003, we announced an agreement with UnionBanCal Corporation's primary subsidiary, Union Bank of California, N.A. Union Bank will license our cutting-edge XML suite of financial content~~ and ~~software~~Exchange ~~applications.~~Rates ~~We will customize a scrolling ticker and provide secure XML-based quotes, charts and other banking-specific financial content for Union Bank's customers and internal applications.~~

5 All amounts in this quarterly report are stated in United States (“U.S.”) Dollars unless otherwise indicated. The operations of our Canadian subsidiary have been converted to U.S. dollars for financial statement reporting purposes at an average rate of C$1.24 per U.S. $1.00 for the three months ended March 31, 2009. The month-end rate at March 31, 2009 was C$1.26 per U.S. $1.00. The average rate was C$1.00 per U.S. $1.00 for the three months ended March 31, 2008 and the month-end rate at March 31, 2008 was C$1.03 per U.S. $1.00.

On The ~~February~~current ~~18,~~economic ~~2003,~~environment has weresulted ~~announced~~in ~~that~~large fluctuations in the currency markets. As a significant portion of our ~~popular~~revenues ~~StockHouse~~is ~~financial~~earned ~~Web~~in ~~portals~~Canadian dollars, ~~StockHouse~~a strengthening of the U.~~com~~S. ~~and~~dollar ~~StockHouse~~will result in lower reported revenues.ca We also operate in the United Kingdom, ~~had~~Spain ~~recorded~~and ~~over~~the 6Benelux ~~million~~countries ~~postings~~and ~~within~~are ~~their~~subject ~~BullBoards(TM)~~to ~~message~~exchange ~~forums~~rate fluctuations in those jurisdictions.

6.15

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

7.Our Business

On Our ~~April~~services ~~15,~~can ~~2003,~~be ~~Stockgroup~~separated into ~~and~~two ~~one~~categories: of(i) ~~its~~Licensing ~~resellers,~~and APSubscriptions; ~~digital,~~and a(ii) ~~division of the Associated Press, signed a licensing agreement with Netster~~Advertising Services.~~com. As~~ aThe ~~result~~basic ofcommonalities ~~the~~between ~~agreement Netster.com, one of~~ the ~~fastest~~two ~~growing~~categories ~~search~~are ~~engines~~that onall ~~the Web, will use AP Financial Tools, a suite~~ of ~~news,~~our services ~~market~~relate ~~data~~to ~~and~~the financial ~~applications~~markets ~~powered by Stockgroup's Financial Content Software System~~ and ~~provided~~all byare APcurrently ~~Digital.~~delivered ~~Netster.com~~over the isInternet ~~now~~or ~~able~~mobile ~~to offer its audience these turnkey solutions that present and manage quotes, charts, user portfolios, technical analysis, watch lists and more, through its portal site www~~devices.~~netster.com.~~

~~Page~~ Much of our sales are driven by 18popular interest in the stock markets. Advertising services are in greater demand when there is greater overall demand for online advertising across all industries. Our licensing and subscription services are driven by our clients’ customers’ demand for market information. Our audience levels on our Stockhouse websites are closely correlated with the popularity of 31 the stock market. We believe that greater audience levels on our Stockhouse websites will translate into larger revenues over the long term.

~~Stockgroup~~ Given ~~Information~~the ~~Systems~~current ~~Inc~~stock market volatility it is difficult to determine if individuals and companies will continue to have a high level of interest in the markets, or whether given the uncertainty that they will discontinue certain of our services. We believe that despite the volatility there is still a high interest in the markets; however, we are uncertain how our customers may react in the future given the current economic situation. We believe that our advertising from small publicly traded companies will continue to be very low due to the rapid decline of the prices of smaller capitalized companies within the general stock market decline and uncertain economic times which effects their overall spending.

~~Form~~ The ~~10-QSB~~Internet ~~September~~is 30the delivery vehicle for all of our products. Increasing numbers of people are using the Internet as a source of stock market information. As a result, ~~2003~~financial content is becoming an expected standard offering for media and financial services companies. Financial software and content systems clients, including large news websites, brokerages, banks, and other media are encountering competitive pressures to improve their financial content offerings.

8 We also receive financial information from suppliers over the Internet and deliver it to mobile devices. Adoption of mobile and smart phones continue to grow at a significant pace as investors and investment professionals use mobile devices to stay connected to the market when they are away from their desktops. In order to capture this market, in January 2007 we acquired a business known in this document as the Mobile Finance Division, or MFD, which provided us with the wireless platform to deliver financial market data, news and limited analytics like charting and portfolio functionality. Having a wireless platform for content delivery, including our Marketstream and Stockstream products, is an important part of our strategy for the growth of our enterprise and increase in our number of retail customers. We believe that this market expansion continues to drive demand for the services provided by this mobile finance business and also provides us with scalability in distributing our content.

On ~~April~~May 302007, ~~2003,~~ we ~~announced~~entered ~~that~~into wea purchase ~~will~~agreement ~~provide~~with ~~Richard~~Semotus ~~Ivey~~Solutions ~~School~~Inc. of(“Semotus”) ~~Business,~~whereby ~~financial~~we ~~market~~acquired the ~~content,~~financial ~~data,~~information ~~and~~services ~~applications~~assets ~~for the use~~ of ~~faculty~~Semotus, ~~students~~a ~~and~~California ~~alumni~~based provider asof amobile ~~gift~~enterprise tosoftware ~~the school~~solutions. ~~Ivey's~~ ~~students,~~We ~~faculty~~believe ~~and~~the ~~alumni~~acquired software ~~will~~enhances beour ~~able~~ability to ~~access~~offer our customers a ~~suite~~range of ~~news,~~scalable wireless financial market data, ~~financial~~services. ~~applications~~During ~~and~~October ~~turnkey solutions that present and manage quotes~~2008, ~~charts,~~we ~~user~~completed ~~portfolios,~~the transition ~~technical~~of ~~analysis,~~legacy ~~watch~~Semotus ~~lists~~customers ~~and~~to ~~much~~our ~~more,~~Stockstream ~~powered~~mobile ~~by Stockgroup's Financial Content Software System for at least the next five years~~platform.

9.16

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

~~10.~~ The following table shows each line item on our unaudited consolidated statements of operations as a percentage of total revenues (rounded to the nearest percentage):

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

	Three Months Ended
	March 31,
	2009		2008
Licensing and subscriptions	78%		75%
Advertising services	22%		25%
Total Revenues	100%		100%

OPERATING COSTS AND EXPENSES
Cost of revenues
(exclusive of amortization)	46%		42%
Sales and marketing	26%		39%
Research and development	6%		11%
General and administrative	51%		55%
Amortization of intangible assets	2%		4%
Total operating expenses	131%		151%

Loss from operations	(31%	)	(51%	)

Interest and other expense (income), net	1%		10%

Loss before income taxes	(32%	)	(41%	)

Provision for income taxes	(0%	)	0%
Net loss and comprehensive loss	(32%	)	(41%	)

11 The results of operations for the three ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009 or for other future operating periods especially considering the current volatile economic and financial market conditions.

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

12.

		Three months ending March 31,
		2009		2008		Change
REVENUES
Licensing and subscriptions	$	1,672	$	2,624	$	(952	)	(36%	)
Advertising services		478		875		(397	)	(45%	)
Total revenues	$	2,150	$	3,499	$	(1,349	)	(39%	)

On The ~~July~~majority ~~22,~~of ~~2003,~~our werevenues ~~launched~~are derived afrom ~~new~~customers ~~software~~located ~~tool,~~in ~~which~~North ~~provides~~America. aThere ~~solution~~were ~~for~~no ~~public~~revenues ~~companies~~from individual tocustomers ~~comply~~greater ~~with~~than ~~new~~10% ~~Security~~of total revenues during the three months ended March 31, 2009 and ~~Exchange~~2008, ~~commission~~respectively. ~~rules~~No customer accounted for ~~website~~more ~~postings~~than 10% of ~~insider~~outstanding ~~trading~~trade ~~activity~~receivables at March 31, 2009. As at December 31, 2008, one customer accounted for 10% of outstanding trade receivables.

~~13.~~17

On Licensing July 31, 2003, we announced a licensing agreement with Octagon Capital. Stockgroup will license Octagon Capital financial content for their website provided through Stockgroup’s Financial Content System. Octagon is a national, independent brokerage firm catering to the financial needs of corporate, private and ~~institutional~~Subscriptions ~~clients.~~

14 Licensing and subscriptions revenues decreased by 36% to $1,672,000 for the three months ended March 31, 2009 from $2,624,000 for the three months ended March 31, 2008.

On The ~~September~~decrease 5in the three months ended March 31, ~~2003~~2009, wewas ~~announced~~attributable ~~the~~to ~~elimination~~a of14% ~~substantially~~decline ~~all~~in oflicensing ~~our~~sales ~~debts~~to institutional ~~through~~customers, ~~the~~reflecting ~~early~~reduced ~~payment~~interest ofin ~~all~~the ~~outstanding~~stock ~~notes~~markets by their customers. ~~The~~Subscription ~~balance~~revenues offrom ~~US$223,994~~our ~~was~~Stockhouse ~~eliminated~~website also declined by 40% during the three months ended March 31, 2009.

15 Revenues from mobile customers declined by 55% as the pager subscriber base continued to reduce as expected however our revenue from the Marketstream wireless product sold to professional investors was impacted by the banking crises which significantly reduced the number of employees employed at our institutional clients and impacted the number of subscriptions. In addition, during the three months ended March 31, 2009 we closed our offices in Spain and Holland and consolidated the customers and support to our UK office as part of the cost cutting initiatives commenced in the third and fourth quarters of 2008. These closures caused some disruption in the processing of invoices to customers in these markets for the first quarter of 2009. The associated revenues are expected to be recognized in future periods as the cash is collected.

On Advertising ~~September~~Services 18, 2003, we announced with The Canadian Press that they have signed licensing agreements with five new clients. CP has added two new Mutual Fund companies, MacKenzie Financial and Altamira. Also added were Research Capital, a leading brokerage firm and two publishers, Quebec City’s Le Soleil and Canada’s largest publisher, Sun Media Group. Stockgroup’s Financial Content Software System will provide in depth equity information for all of these customers, such as Quotes, Exchange information, Money Markets and much more.

16 Advertising services revenues include advertising on our Stockhouse websites and related properties. The Stockhouse brand name and the functionality of the Stockhouse website; including our Stockhouse Blogs, provide us with access to the investment community. The Stockhouse website allows us to provide a range of advertising services for our clients where they gain exposure to an affluent group of consumers. While we believe that the market for online advertising in general will continue to grow and that there will be greater demand among companies for advertising targeted to the investment community, the current economic conditions and decline in the stock market have caused some customers to delay or cancel purchases of advertising services. Our advertising to small publicly traded companies has become significantly negatively impacted. Although the Company is actively replacing this advertising with advertising from national agencies, the increase in national accounts has not made up the decreases in small public company issuer sales. The Company expects public company advertising to continue to be negatively impacted with the current stock market environment.

On Advertising ~~September~~services ~~24,~~revenues decreased ~~2003,~~by we45% ~~announced~~to ~~with~~$478,000 ~~The~~for ~~Associated~~the ~~Press~~three ~~that~~months ~~they~~ended ~~have~~March ~~signed~~31, a2009 ~~licensing~~from $875,000 ~~agreement~~for ~~with~~the ~~its~~three ~~first~~months ~~Major~~ended ~~Member~~March ~~Newspaper~~31, ~~the St Petersburg Times~~2008. AsThe adecline ~~result~~in of the ~~agreement,~~stock market and the ~~Times~~uncertain ~~will~~state ~~license~~of athe ~~suite~~economy ofsince ~~news,~~September ~~market~~2008 ~~data~~resulted ~~and~~in lower ~~financial~~revenue ~~applications~~levels ~~powered~~compared byto ~~Stockgroup’s~~the ~~Financial~~prior ~~Content~~year ~~Software System~~period.

~~17.~~Operating Costs and Expenses

On September 30, 2003, we announced a licensing agreement with Path 1 Network Technologies Inc. Path 1 will license Stockgroup’s IntegrateIR Software system. Path 1 Network Technologies Inc. is the pioneer and industry leader in providing broadcast quality video-over-IP networks.

		Three Months Ending March 31,
(In thousands of Dollars)		2009		2008		Change

Cost of revenues (exclusive of amortization)	$	987	$	1,469	$	(482	)	(33%	)
Sales and marketing		549		1,382		(833	)	(60%	)
Research and development		136		382		(246	)	(64%	)
General and administrative		1,107		1,915		(808	)	(42%	)
Amortization of intangible assets		33		144		(111	)	(77 %	)
Total operating expenses	$	2,812	$	5,292	$	(2,480	)	(47%	)

~~Page 19~~18 ~~of 31~~

~~Stockgroup~~ Total ~~Information~~operating ~~Systems~~costs ~~Inc~~and expenses decreased by 47% for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008, and are attributable to the conclusion of the integration process for the operations acquired in the first quarter of 2007 and the full effect of operational cost reductions undertaken in the third and fourth quarters of 2008.

~~Form~~ Cost ~~10-QSB~~of ~~September~~revenues ~~30, 2003~~

~~DESCRIPTION~~ Our OFcost ~~BUSINESS~~of ~~MODEL~~revenues includes costs associated with bandwidth, data feeds and exchange fees, and other direct product costs. Total cost of revenues decreased by 33% to $987,000 for the three months ended March 31, 2009 from $1,469,000 for the three months ended March 31, 2008. These expenses as a percentage of total revenues increased for the three months ended March 31, 2009 compared to three months ended March 31, 2008, reflecting the decline in advertising revenue, which does not incur significant costs of revenue.

~~GENERAL~~ Our bandwidth and data feed costs are generally correlated with our Stockhouse website and the number of customers to which we license our platform. We are subject to exchange fees, including user fees, which are subject to change. Our costs may increase without a proportionate increase in revenues until we can complete new agreements with our customers to recover these costs. During the first quarter of 2008 we changed our major advertising server which resulted in certain duplicate costs during that period that were not repeated in the first quarter of 2009. We also continued to manage our relationships with our providers, and view our providers as partners with whom we can negotiate as our business needs change.

~~Stockgroup~~During isthe athird ~~financial~~and ~~media~~fourth quarters of 2008 we reduced data feed costs significantly by eliminating unprofitable feeds, reducing excess bandwidth and ~~technology~~re-examining ~~company. Our~~the ~~revenue~~integrity ~~streams~~of ~~can~~our bedata ~~categorized~~feed ~~into~~reporting ~~two~~process, ~~service~~and we ~~divisions:~~saw the full benefit of these reductions in the three months ending March 31, 2009.

-However, ~~Financial~~while ~~Software~~data feed and ~~Content~~bandwidth ~~Systems~~costs decreased by 33%, revenues decreased by 39%, resulting in a 4% decrease in gross profit for the three months ended March 31, 2009 as compared with the prior year period. We are currently working on renegotiating various vendor agreements with the intent of reducing our overall cost of revenues.

- Sales ~~Public~~and ~~Company~~Marketing ~~Disclosure & Awareness Products~~

~~PRODUCTS~~ Sales ~~AND~~and ~~SERVICES~~marketing expenses decreased by 60% to $549,000 for the three months ended March 31, 2009 from $1,382,000 for the three months ended March 31, 2008. These expenses as a percentage of total revenues reduced for the three months ended March 31, 2009 compared to three months ended March 31, 2008, reflecting the impact of the cost reductions undertaken in the third and fourth quarters of 2008.

~~Our~~ In ~~understanding~~addition, ofreduced ~~Internet~~revenues ~~based~~in the ~~financial~~three ~~technology~~months ~~and~~ended ~~media~~March ~~has~~31, ~~enabled~~2009 usas tocompared ~~leverage~~with ~~our~~the ~~products~~three ~~and~~months ~~services~~ended March to31, ~~enter~~2008 ~~new~~resulted ~~markets~~in ~~and~~lower ~~secure~~commissions ~~new~~during ~~clients~~the period. ~~Using~~Stock abased compensation ~~common~~expense ~~integrated~~for ~~technology~~sales ~~platform,~~and wemarketing ~~have~~employees ~~developed~~amounted ~~two~~to ~~main~~$13,000 ~~revenue~~for the ~~sources:~~three ~~Financial~~months ~~Content~~ended ~~and~~March ~~Software~~31, ~~Applications~~2009 ~~and~~as ~~Public~~compared ~~Company~~with ~~Disclosure~~$(7,000) &for ~~Awareness~~the ~~Products~~three months ~~and~~ended ~~Advertising~~March 31, 2008.

~~Financial~~ Research ~~Software~~ and ~~Contents~~development ~~Systems~~

We Research ~~have developed proprietary financial applications~~ and ~~tools~~development weexpenses decreased ~~license~~by 64% to ~~clients. The~~$136,000 ~~clients~~ for ~~Financial~~the ~~Software~~three ~~and~~months ~~Content~~ended ~~Systems~~March ~~come from many different industries~~31, ~~such~~2009 ~~as news media~~from $382,000 ~~banks~~for ~~and~~the ~~credit~~three ~~unions,~~months ~~stock~~ended ~~brokerages,~~March ~~leasing~~31, ~~insurance and others~~2008. WeThese ~~provide~~expenses ~~the~~reduced ~~tools~~as on a percentage ~~private-labeled~~of ~~basis,~~total ~~and~~revenues ~~they~~for ~~are~~the ~~typically~~three ~~sold~~months inended ~~licensing~~March ~~contracts~~31, of2009 24compared to three months~~. These~~ ~~long-term~~ended ~~contracts~~March ~~generate stable~~31, ~~recurring revenue streams~~2008.

~~Many~~ The ofApril, ~~the~~2008 ~~tools~~release ~~are data-feed driven. We either feed data from our own aggregated databases or from third parties. The advantage~~ of ~~using~~ the Stockhouse ~~Stockgroup~~website ~~tools~~necessitated ~~is that~~ the ~~customer~~addition ~~is able to receive data and information from a variety~~ of ~~different~~12 ~~feeds~~employees ~~all~~in ~~from~~February ~~point~~2007, for ofwhich ~~contact~~the ~~and~~associated atsalary acosts ~~fraction~~continued ofto the ~~cost~~end of ~~purchasing~~March ~~all feeds individually~~2008. ~~Also,~~ inWith the ~~most~~project ~~cases~~being ~~we add value by customizing~~completed, ~~filtering~~these ~~and~~costs ~~sorting~~were ~~data~~eliminated in ~~the~~three ~~configuration~~months ~~the~~ended March ~~customer~~31, ~~wants~~2009. We ~~are~~Our ~~able~~core toresearch ~~use our economies of scale~~ and ~~automation to give a service that is efficiently delivered, customized, and at a substantial costs savings to having the customer build and manage it internally.~~

~~Examples~~19 ~~of some of the providers of third-party data feeds include Marketguide, Comtex, Multex and North American Quotations.~~

Wedevelopment ~~distribute~~team ~~financial~~continues ~~tools~~to ~~through~~work ~~content~~on ~~and~~the ~~application~~development ~~syndicates,~~of ~~such~~our existing asproducts ~~Yellowbrix,~~and ~~through~~internal ~~channel~~use ~~resellers~~software ~~such~~solutions asto support our business. The ~~Associated~~agile ~~Press,~~development ~~The~~methodology ~~Canadian~~adopted ~~Press,~~during ~~Comtex~~2008 ~~News~~has ~~Network,~~enabled ~~and~~us ~~through~~to ~~our~~produce a ~~own~~better ~~direct~~solution ~~sales~~in ~~team.~~less ~~These~~time, ~~financial~~thus ~~tools~~reducing costs. In addition, ~~applications~~the cost reduction measures adopted in the third and ~~content~~four ~~systems~~quarters ~~cover~~of 2008 contributed to the ~~entire~~reduction ~~North~~in ~~American~~research ~~market~~and ~~including~~development ~~mutual~~costs ~~funds~~for the three months ended March 31, ~~commodities~~2009 ~~and~~as ~~equities~~compared with the three months ended March 31, 2008.

We Stock ~~have~~based ~~built~~compensation ~~and~~expense for ~~maintain~~research ~~our~~and ~~proprietary~~development ~~data~~employees ~~processing~~amounted ~~solution~~to ~~that~~a ~~aggregates~~gain ~~the~~of ~~multiple feeds~~$6,000 ~~translates~~for ~~and~~the three ~~builds~~months aended ~~common~~March ~~database~~31, ~~infrastructure.~~2009 ~~Our~~as ~~system~~compared ~~then~~with ~~cleans,~~a ~~filters~~gain ~~and~~$3,000 ~~maintains~~for the ~~data~~three months ~~for~~ended ~~use~~March by31, ~~our various data-driven services~~2008. WeThese ~~have~~gains aarose ~~sophisticated~~on ~~server~~the ~~and~~reversal ~~security~~of ~~system~~stock ~~which~~based compensation ~~runs~~expenses ~~this~~incurred ~~content/data management system. The data is streamed continuously~~ in ~~real~~preceding ~~time~~periods toresulting ~~our~~from ~~proprietary~~the resignation ~~software~~or ~~applications~~termination ~~and~~of ~~our client Web sites~~employees.

~~The~~ General ~~following are just a few of our over 25 Financial Software~~ and ~~Content~~Administrative ~~Systems services:~~

~~Real~~ General and administrative expenses decreased by 42% to $1,107,000 for the three months ended March 31, 2009 from $1,915,000 for the three months ended March 31, 2008. These expenses as a percentage of total revenues reduced for the three months ended March 31, 2009 compared to three months ended March 31, 2008. During the three months ended March 31, 2009 general and administrative expenses decreased as the full effect of cost reduction measures undertaken in the fourth quarter of 2008 were felt. In addition, the unusually large professional fees related to additional work required in the completion of our year-~~time~~end ~~stock~~audit ~~quotes~~for onthe ~~major~~consolidated entity Uincurred in the three months ended March 31, 2008 did not reoccur to the same extent.S Stock based compensation expense for general and administrative employees amounted to $26,000 for the three months ended March 31, 2009 as compared with $70,000 for the three months ended March 31, 2008. ~~exchanges;~~Foreign exchange loss for the quarter ended March 31, 2009 was $10,000 as compared with $4,000 during the three months ended March 31, 2008.

~~North~~ Amortization ~~American~~of ~~20-minute~~intangible ~~delayed stock quotes and indices;~~assets

~~Portfolio~~ Amortization ~~management~~of intangible assets was $33,000 ~~live~~for ~~portfolio~~the ~~updates~~three months ended March 31, 2009 and ~~wireless~~$144,000 ~~portfolio~~for ~~updates;~~the three months ended September 30, 2007. Amortization is charged on definite-lived intangible assets, including intellectual property and customer relationships related to our MFD purchase and Semotus asset acquisition. Amortization expense decreased in the current period as the result of impairment charges recorded at June 30, 2008 and December 31, 2008, which reduced the carrying value of these assets.

~~Most~~Interest ~~active~~and ~~stock~~other ~~updates;~~income (expense)

Page 20 of 31

		Three Months Ending
		March 31,
(In thousands of Dollars)		2009			2008			Change
Interest income	$	-		$	12		$	(12	)	(100%	)
Interest expense		25			(2	)		27		(1350%	)
Other income (net)		(2	)		337			(339	)	100%
Interest and other income (expense)	$	23		$	347		$	(324	)	(93%	)

~~Stockgroup~~ The ~~Information~~interest ~~Systems~~expense ~~Inc~~in the three months ended March 31, 2009 represents interest incurred on our debentures. Other income in the three months ended March 31, 2008 included $12,000 in interest earned on cash and cash equivalents and $340,000 resulting from the favorable settlement of the Hollinger litigation.

~~Form~~Liquidity ~~10-QSB~~and ~~September~~Capital ~~30,~~Resources ~~2003~~

• Cash and cash equivalents totaled $518,000 at March 31, 2009; a decrease of $210,000 from cash and cash equivalents held at December 31, 2008, and a decrease of $1,172,000 from cash and cash equivalents held at March 31, 2008.

~~Stock~~20 ~~watch lists;~~

Company fundamentals, regulatory filings;

		Three Months Ending
(In thousands of Dollars)		March 31,
		2009			2008
Cash used in operating activities	$	(279	)	$	(1,146	)
Cash provided by (used in) investing activities	$	101		$	(31	)
Cash (used in) provided by financing activities	$	(32	)	$	46
Net decrease in cash and cash equivalents	$	(210	)	$	(1,131	)

~~Daily~~Operating ~~stock~~Activities. ~~market~~During ~~winners/losers~~the three months ended March 31, ~~most~~2009 ~~actives;~~we used more cash than we generated from operations. This was primarily due to the use of cash to fund continuing operations and the infrastructure base required to manage our operations. Our total revenues have decreased compared to prior year periods however, the collection of receivables have been better than expected due to dedicated staffing and focus. During the three months ended March 31, 2009, net accounts receivable balances decreased by $250,000. Deferred revenues decreased by $63,000 as customer contracts expired and were not renewed. These uses of cash were offset by an increase of $104,000 in accounts payable and accrued liabilities, and a decrease of $42,000 in prepaid and other current assets.

~~Company~~Investing ~~profiles~~Activities. Cash used in the three months ended March 31, ~~stock~~2009, ~~screening~~represents ~~(investment~~cash ~~data)~~used for additions to property and equipment ~~technical~~of ~~stock~~$30,000, ~~analysis;~~offset by the release of $131,000 in restricted funds. For the three months ended March 31, 2008, we used $13,000 for capital assets purchases, and $18,000 for acquisition costs related to our acquisition of the Semotus assets.

~~Employee~~Financing Activities. Net cash used in financing activities was $32,000 for the three months ended March 31, 2009, utilized to repay capital lease obligations. Net cash provided by financing activities in the three months ended March 31, 2008, included stock option ~~calculations~~exercise proceeds of $116,000, which were offset by repayments capital lease obligations of amounting to $70,000.

~~The~~Future ~~Financial~~Liquidity ~~Software~~Requirements ~~and Content Systems applications are delivered to customers in four different formats:~~

• Changes in the demand for our products and services are expected to continue to impact our operating cash flow. For the three months ended March 31, 2009 we had net losses of $685,000. At March 31, 2009, the Company had cash and cash equivalents of $518,000 and had a net working capital deficit of $2,459,000, which represented current assets minus current liabilities excluding current deferred revenues. These conditions raise doubt about the Company’s ability to continue as a going concern.

On General aeconomic ~~hosted~~conditions deteriorated ~~basis~~during ~~where~~2008 and the ~~content~~Company’s revenue, operating results and ~~private-labeled~~cash flows ~~interface~~were issignificantly ~~hosted~~impacted by ~~Stockgroup~~the economic slowdown. The duration and depth ~~streamed~~of this economic slowdown in markets in which the Company operates will continue to impact the ~~customers~~Company’s ~~Internet~~future oradvertising ~~Intranet~~and ~~site;~~subscription revenue. Management acted to reduce the Company’s operating costs in the second, third, and fourth quarters of 2008, as well as in the first quarter of 2009. These reductions included downsizing the number of staff and executives, renegotiating contracts with significant vendors to reduce costs, and closing unprofitable locations in Europe. Management plans to renegotiate with the holders of the Company’s $549,000 debentures to extend the October 31, 2009 due date. Management believes that if it is successful in renegotiating a one year extension to the debentures due date, that the Company will have sufficient resources for the next twelve months to meet its obligations as they fall due in the ordinary course of business.

~~Through~~ The ~~our~~Company ~~proprietary~~will ~~software~~also ~~objects~~finance ~~residing~~any further cash requirements, if necessary, through further debt or equity financings. There is no assurance however, that additional financing can be obtained, or if obtained, on terms that are acceptable to management. The accompanying financial statements do not include any adjustments to reflect the possible ~~customers’~~future ~~servers~~effects ~~which~~on ~~use~~recoverability aand ~~proprietary~~classification ~~interface~~of assets or liabilities should the Company not be able to ~~retrieve~~continue ~~data~~as ~~from~~a ~~our~~going ~~servers;~~concern.

~~Through~~21 ~~a secured Internet channel to a client’s proprietary interface; or~~

~~Through~~ We ~~different~~do ~~wireless~~not ~~devices~~expect ~~and~~to ~~modes~~declare ~~including~~or ~~handheld~~pay ~~devices,~~any cash ~~pagers~~dividends ~~and~~in ~~portals~~the ~~which~~foreseeable ~~have been built and maintained by us~~future.

~~Public~~ Debenture ~~Company~~Financing ~~Disclosure and Awareness Products~~

We In ~~have~~November ~~developed~~2008, ~~and~~we ~~own~~entered ainto debenture ~~large~~purchase ~~array~~agreements ofwith ~~Public~~six ~~Company~~subscribers ~~Disclosure~~pursuant ~~and~~to ~~Awareness~~which ~~Products. These~~we ~~services~~issued to ~~are~~the ~~used~~subscribers bya ~~clients~~total toof ~~either~~$549,000 (aC$672,000) ~~manage~~of ~~their~~secured ~~investor~~unregistered ~~relations~~18% debentures ~~and~~which ~~shareholder~~mature ~~communications~~on ~~through~~November ~~their~~14, ~~Web~~2009 ~~site~~(the “debentures”). Of this amount, $163,000 (bC$200,000) ~~generate~~was ~~awareness~~subscribed for ~~their~~by ~~company~~our Chief Executive Officer. Interest accrues on the debentures at a rate of 18% per annum, calculated monthly, and ~~their~~is payable ~~stock~~at the end of each of the 4th calendar day of January, ~~(c)~~April, July ~~improve~~and ~~their~~October. USubscribers may choose to receive all accrued interest on the maturity date in lieu of the quarterly payments of interest.S. ~~and~~Our ~~Canadian~~obligations under ~~public~~these ~~disclosure~~debentures ~~compliance~~are secured by ~~automatically~~the ~~posting~~assets ~~press~~of ~~releases~~the ~~and~~Company’s ~~other~~wholly-owned subsidiary ~~disclosure~~Stockgroup ~~items~~Media onInc., ~~their~~pursuant ~~Web~~to ~~site~~a general security agreement. We may redeem all or ~~(d)~~any ~~advertise~~portion ~~their~~of ~~products~~the debentures and ~~services~~any accrued interest thereon, at any time from April 30, 2009 until maturity. Our future liquidity requirements related to these debentures will include approximately $99,000 in interest payments. We used the proceeds from the sale of debentures for internal working capital purposes.

~~Products~~Contractual ~~and~~Obligations services offered in this service area include the IntegrateIR software system, Investor Marketplace, E-Mail News Blasts, Sector Supplements, Stockhouse @ The Bell sponsorship, Smallcap Express sponsorship, Web site advertising and other online investor marketing services. These services are either sold individually or as bundled comprehensive programs.

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

(In thousands of Dollars)				Payments Due by Period
										More
				Within 1		2 – 3		4 – 5		Than 5
		Total		Year		Years		Years		Years
Operating leases	$	1,633	$	390	$	803	$	440		-
Capital leases		50		50		-		-		-
Debt (principal)		549		549		-		-		-
Debt (interest)		49		49		-		-		-
Data provider commitment		254		254		-		-		-
Total contractual cash obligations	$	2,535	$	1,292	$	803	$	440	$	-

~~Our~~ The ~~IntegrateIR~~Company ~~system~~leases ~~represents~~its afacilities under ~~whole~~operating ~~new~~leases ~~way~~that toexpire ~~manage~~at ~~shareholder~~various ~~communications~~times ~~and~~to ~~reach~~March ~~new investors~~2014. ~~The~~In ~~IntegrateIR~~June is2008, on anthe ~~investor~~expiry ~~relations~~of ~~Web~~an ~~page~~existing ~~and~~lease ~~email~~the ~~management~~Company ~~system~~secured ~~that~~new ~~functions~~premises asin Toronto with a ~~software~~lease ~~application~~term –to ~~giving~~October ~~the~~2013. ~~Investor~~The ~~Relations~~Company ~~Officer~~leases ~~and~~certain ~~Chief~~computer equipment, ~~Financial~~mainly ~~Officer~~servers, ~~desktop~~under ~~control~~capital ~~over the investor relations portion of their Web site~~leases. InDuring ~~addition~~the toyear ~~standard~~ended ~~features~~December 31, ~~such~~2008 asa ~~dynamic~~contract ~~quotes~~with ~~and~~a ~~charts,~~major ~~the~~data ~~IntegrateIR~~vendor ~~provides~~expired. ~~powerful~~There ~~new~~has ~~tools~~been ~~that~~no interruption ~~automate~~of ~~the~~data ~~client’s~~supply ~~online~~from ~~disclosure~~this ~~activities~~vendor, ~~including~~and ~~publishing~~as ~~their~~of ~~press~~the ~~releases,~~date ~~publishing~~ of ~~regulatory~~this ~~filings~~report we ~~and~~are ~~distributing~~in ~~information~~negotiations ~~requested~~to byconclude ~~shareholders, all on~~ a ~~real-time,~~new ~~automated basis~~contract.

~~Other~~Off-Balance ~~awareness~~Sheet ~~services~~Arrangements ~~for public companies include the following:~~

~~Investor~~ We ~~Marketplace~~did ~~(IMP),~~not ahave ~~Web~~any ~~page~~off-balance sheet ~~which~~arrangements isas ~~actively~~of ~~marketed~~March ~~through advertising to draw readers~~31, ~~where~~2009 ~~companies~~or ~~can~~December ~~be featured online to prospective investors. Being featured on the IMP enables customers to get their name~~31, ~~profile~~2008 ~~and~~as ~~Internet~~that ~~link~~term is defined in ~~front~~Item of 303(a) ~~large~~(4) ~~investor~~of ~~audience~~Regulation ~~that they may not otherwise be able to attain~~S-K.

~~E-mail~~Critical ~~Services~~Accounting ~~sold~~Policies ~~under the names Stockhouse News Blast, Special Situation Alert, and NewsHotline, which are e-mail services used by our clients to disseminate their news~~

~~Page~~ Our audited consolidated 21financial statements and notes thereto included in our 2008 Annual Report on Form 10-K and Form 10-K/A and our unaudited interim consolidated financial statements and notes thereto included in this Quarterly Report are prepared in accordance with U.S. GAAP. These accounting principles require us to make certain estimates, judgments and assumptions that affect the reported amounts of 31 assets, liabilities, revenues and expenses. These estimates, judgments and assumptions are based upon information available to us at the time that they are made. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be

~~Stockgroup~~22 ~~Information Systems Inc.~~

~~Form~~affected. ~~10-QSB~~We ~~September~~believe 30the following critical accounting policies reflect our most significant estimates, ~~2003~~judgments and assumptions used in the preparation of our consolidated financial statements.

~~releases~~Revenue and other client-supplied information to a select list of investors. Our e-mail address lists consist of subscribers who have opted to receive our mailings and confirmed their subscription a second time, a process known as “double opt-in”. We take great care to ensure that recipients actually want the e-mails we send them. Our policies regarding e-mail exceed the requirements of U.S. and Canadian unsolicited e-mail laws and other private agencies who attempt to regulate, filter, and prevent the use of unsolicited e-mail. Recognition
~~Sector~~Allowance ~~Supplements, which are a spotlight feature on a certain industry sector, such as energy, mining, biotech or technology, are an effective exposure tool~~ for ~~companies. In~~Doubtful a Sector Supplement investors are drawn to a Web site that features up to 15 companies and contains industry-specific news and information. Investors who visit this Web site can view each of the featured companies’ profiles, request information or link directly to the client’s own Web site.Accounts
~~Sponsorship~~Contingencies ~~of the Stockhouse @ The Bell/Smallcap Express daily market recap mailings that goes to a large audience of e-mail readers who have signed up to receive it through Stockhouse.com~~ and Smallcapcenter.com. A client who sponsors Stockgroup @ The Bell/Smallcap Express gets an advertising banner at the top of each flight. This can be an effective way for the client to get their name in front of a large number of investors.Litigation
~~Advertising,~~Cost ~~which is shown in various positions on Stockhouse.com and Smallcapcenter.com on a prescribed rotation, is another way for clients to get the attention~~ of aRevenue targeted investor audience. Potential investors who see the advertisement can ‘click through’ the ad to get to a jump page which can include the client’s own description of their company or product.accruals
~~The~~Stock-based StockHouse network (StockHouse.com/.ca/.au) offers content aggregation from hundreds of sources, a comprehensive equities database and the Internet’s first syndicated message forums, the BullBoards™. The three Web sites attract investors in a number of global markets, including the USA, Canada and Australia.Compensation
~~COMPETITION~~Business Combinations
~~The~~Foreign market for our Internet products and services is relatively new and has been highly fragmented, but we have seen a trend toward consolidation of the market in recent months. We compete intensely with other companies providing similar services to us. Many of those services are commodity-like and not easily differentiated. Our competition includes direct competitors such as Big Charts and Pinnacor, as well as general-purpose Internet portals such as Yahoo! and AOL, who provide financial and investment research information. We also compete with companies such as CCBN and Shareholder.com for the sale of our IntegrateIR disclosure and awareness services. Our competition in the advertising market includes other financial and business related Web sites such as TheStreet.com and Globeandmail.com. We expect our competitors to remain strong as the Internet industry further consolidates.Currency
~~CORPORATE~~Accounting ~~BACKGROUND~~for Income Taxes
WeGoodwill ~~are a United States reporting public company incorporated in 1994~~ and ~~registered~~other inintangible ~~Colorado. Our shares are quoted on the OTCBB under the symbol “SWEB” and our head office is in Vancouver, British Columbia, Canada.~~assets
WeImpairment ~~operated~~of ~~from~~goodwill ~~1995 to 1997 as a profitable financial Internet technology~~ and ~~media~~other ~~company~~intangible ~~that~~assets ~~offered proprietary financial news and tools to investors and companies.~~

We There ~~used~~have ~~our~~been ~~experience~~no ~~and~~new ~~the~~policies adopted ~~funds~~or ~~from~~changes ~~a public offering~~ in ~~spring~~the ofCompany’s ~~1999~~accounting topolicies ~~provide~~during the ~~foundation~~three ~~for~~months ended ~~the~~March ~~development~~31, ~~and~~2009 ~~initial~~from ~~marketing~~those ofpreviously ~~our~~disclosed ~~services. In~~in ~~October~~the ~~1999~~Company’s weaudited consolidated ~~launched~~financial ~~Smallcapcenter.com. At~~statements ~~that~~for ~~time~~the weyear ~~believed~~ended ~~that~~December ~~a subscription/advertising model centering around Smallcapcenter was viable. While parts of this business model did not prove to be profitable~~31, ~~the exercise of building Smallcapcenter and its related investment tools gave us certain experience and skills~~2008, ~~and~~except as afollows: ~~suite of service products to~~

~~Page~~ In December 2007, the FASB issued 22FAS No. 141 (revised 2007), “Business Combinations” (“FAS 141(R)”) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. FAS 141(R) also establishes disclosure requirements to enable the evaluation of 31 the nature and financial effects of the business combination. FAS 141(R) is effective for fiscal years beginning after January 1, 2009. The adoption of FAS 141(R) did not impact the Company’s interim consolidated financial statements.

~~Stockgroup~~In ~~Information~~March ~~Systems~~2008, ~~Inc~~the FASB issued FAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, (“FAS 161’) which is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. FAS 161 is effective January 1, 2009. The adoption of FAS 161 did not impact the Company’s interim consolidated financial statements.

~~Form~~Risk ~~10-QSB~~Factors ~~September~~Affecting ~~30,~~Our ~~2003~~Business

~~sell~~We ~~commercially. Smallcapcenter~~operate isin ~~still~~ a ~~portal~~rapidly ~~for~~changing ~~the~~environment ~~investment~~that ~~community,~~involves numerous uncertainties and ~~its~~risks. ~~drawing~~The ~~power~~following issection adescribes ~~driver~~some, tobut ~~many~~not all, of these risks and uncertainties that may adversely affect our ~~investor~~business, financial ~~awareness~~condition ~~services~~or results of operations. It ~~also~~This ~~serves~~section asshould abe ~~development~~read ~~and~~in conjunction ~~testing~~with ~~ground~~the ~~for~~unaudited ~~new~~consolidated financial ~~software~~statements ~~tools~~and ~~being~~the accompanying ~~developed~~notes bythereto usincluding the cautionary statement on a“forward looking ~~day~~statements” of this quarterly report and other parts of Management’s Discussion and Analysis included in this Report on Form 10-Q. Additional factors and uncertainties not currently known to~~-day~~ ~~basis~~us or that we currently consider immaterial could also harm our business, operating results and financial condition.

~~From~~23 late 1999 to early 2001 we were hired to create enterprise Web sites for eStockAnalyst, AsiaXis, eDepositCenter, and OnMark on a contract basis. These contracts produced revenue of between $150K and $800K each, which was a significant amount of revenue for us, but they also took between three and six months each to complete and added instability in our cost structure. In early 2001 we decided that this E-Business Solutions division would be de-emphasized in favor of other areas with more profit potential, namely Financial Content and Software Applications and Public Company Disclosure and Awareness Products.

~~From~~Risks ~~2000~~Factors toRelated ~~2001 we expanded our awareness and disclosure service line~~ to ~~include~~Our ~~Sector~~Business Supplements and automated investor relations Web page tools such as the IntegrateIR. We already had a public company customer base, so the transition into this area was a natural extension of our core competencies.

We ~~entered~~have ~~the~~a ~~Financial~~history ~~Content~~of ~~and~~operating ~~Software~~losses ~~Applications market late in 2000 by licensing our proprietary financial software tools, content~~ and ~~applications~~we tocannot predict ~~customers~~if ~~who need to offer financial information to their customers~~ or ~~improve~~when ~~their~~we ~~content~~will ~~offering. We~~be had access to an array of customers through our internal sales team as well as our reseller channels. Our content and software application model is attractive to customers because it is a comprehensive and cost effective alternative to in-house development. profitable

~~Early~~ We inhave ~~2001,~~a ashistory ~~the~~of ~~market~~operating losses ~~for~~in ~~our~~the ~~products~~past ~~and~~years; ~~services~~including ~~evolved,~~net itlosses ~~became~~of ~~apparent~~$685,000 tofor usthe ~~where~~quarter ~~the~~ended March ~~most~~31, ~~profitable~~2009. ~~and~~At ~~sustainable~~March ~~areas~~31, of2009, the ~~business~~Company ~~were. They~~had ~~were~~cash ~~Financial Content~~ and ~~Software~~cash ~~Applications~~equivalents ~~and~~of $518,000 ~~Public Company Disclosure~~ and ~~Awareness~~had ~~Products~~a ~~(including~~net ~~IntegrateIR~~working ~~and~~capital ~~other~~deficit ~~awareness~~of ~~and~~$2,459,000, ~~disclosure~~which ~~services). Once~~represented current ~~these~~assets ~~were~~minus ~~identified,~~current aliabilities ~~more~~excluding ~~streamlined~~current ~~and~~deferred ~~stable~~revenues. These ~~cost~~conditions ~~structure~~raise ~~was~~doubt ~~introduced~~about ~~and~~the ~~our~~Company’s ~~profitability~~ability ~~and~~to ~~cash~~continue ~~flow~~as ~~began~~a ~~to improve~~going concern.

On General ~~June~~economic ~~24,~~conditions deteriorated ~~2002~~during 2008 and the Company’s revenue, ~~under~~operating anresults ~~agreement~~and ~~with~~cash flows ~~StockHouse~~were ~~Media~~significantly ~~Corporation,~~impacted weby ~~acquired~~the aeconomic ~~65%~~slowdown. ~~interest~~The duration and depth of this economic slowdown in markets in which the ~~Web~~Company ~~site~~operates will continue to impact the Company’s future advertising and ~~certain~~subscription ~~related~~revenue. Management ~~assets~~acted to ~~run~~reduce the ~~StockHouse~~Company’s ~~brand~~operating ~~Web~~costs ~~sites. We~~in ~~issued~~the 2second,~~080~~ third,~~000~~ and ~~common~~fourth ~~shares~~quarters inof ~~exchange~~2008, ~~for~~as ~~the~~well ~~interest~~as in the ~~Stockhouse~~first ~~Media~~quarter ~~Corporation~~of ~~assets~~2009. ~~and~~These reductions weincluded ~~control~~downsizing ~~and manage~~ the ~~operations~~number of ~~the~~staff ~~assets. Due~~and toexecutives, ~~certain~~renegotiating contracts ~~provisions~~with insignificant ~~the~~vendors ~~agreement~~to reduce costs, weand ~~have~~closing ~~the~~unprofitable locations ~~option~~in ofEurope. ~~acquiring~~Management ~~the~~plans ~~remaining~~to ~~35%~~renegotiate ofwith the ~~assets~~holders ~~for~~of ~~between~~the Company’s ~~920~~$549,000 ~~and~~debentures 1to extend the October 31,~~120,000~~ of2009 ~~our~~due ~~common~~date. Management ~~shares~~believes ~~based~~that onif ait ~~revenue/profit~~is ~~formula. The~~successful ~~transaction~~in ~~was~~renegotiating ~~completed~~a ~~with~~one anyear extension ~~arms~~to ~~length~~the ~~party~~debentures due date, ~~although~~that ~~one~~the ofCompany will have sufficient resources for the ~~principals~~next oftwelve ~~StockHouse~~months ~~Media~~to ~~Corporation~~meet ~~has~~its ~~since~~obligations ~~become~~as ~~one~~they offall ~~our~~due ~~directors~~in the ordinary course of business.

~~Prior~~ The toCompany ~~that~~will ~~agreement~~also ~~StockHouse~~finance ~~Media~~any further ~~Corporation~~cash ~~spent~~requirements, ~~approximately~~if ~~$30~~necessary, ~~million~~through onfurther ~~its~~debt ~~technology~~or equity financings. There is no assurance however, ~~brand~~that ~~and~~additional ~~business~~financing ~~development~~can be obtained, ~~ultimately~~or ~~becoming~~if ~~established~~obtained, ason ~~one~~terms that are acceptable to management. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and classification of assets or liabilities should the ~~leading~~Company ~~online~~not ~~financial~~be ~~communities.~~able to continue as a going concern.

~~That~~Computer ~~transaction~~equipment ~~provided~~problems ~~several key benefits to us including the addition of the Stockhouse brand product line to our service offering~~ and ~~the~~failures ~~integration~~could ofadversely affect ~~assets into our~~ business. ~~The assets include Web site software systems databases and programs needed to run Stockhouse.com.~~

OnProblems ~~July~~or 23failures in Internet-related equipment, ~~2002~~including file servers, computers and software, could result in interruptions or slower response times for our web-based services, which could reduce the attractiveness of our website and financial tools to our customers and users. In addition, our customers rely on us for time-sensitive, up-to-date data that is reliably delivered. Our business is dependent on our ability to rapidly and efficiently process substantial quantities of data on our computer-based networks and systems. Should interruptions continue for an extended period we ~~became~~could lose significant business and our reputation could be damaged. Equipment problems and failures could result from a ~~reporting~~number ~~issuer~~of causes, including an increase in ~~Canada~~the number of users of our website, computer viruses, outside programmers penetrating and ondisrupting ~~December~~software 17systems, ~~2002~~human error, wefires, ~~were~~floods, ~~listed~~power and telecommunications failures and ~~began~~internal ~~trading~~breakdowns. In addition, any disruption in Internet access and data feeds provided by third parties could have a material and adverse effect on our business. If we experience a major disaster such as a fire, theft, or intentional destruction of our computer equipment, we cannot be certain of the ~~TSX~~extent ~~Venture~~of ~~Exchange~~the indisruption ~~Canada~~to our business.

Our ~~corporate~~competitors ~~Web~~may ~~site~~be issuccessful in attracting the ~~www~~clients that we are targeting for our advertising and media services, with the result that our revenues and ability to generate profit from our operations may be reduced.~~stockgroup.com.~~

~~Page~~We compete in the advertising and communications industry which 23is highly competitive and which we believe will become more competitive as the business of 31 commercial communication and advertising advances. Our competitors range from large multinational companies to smaller agencies that operate in our target markets. These potential competitors also range from traditional advertising agencies to new media

~~Stockgroup~~24 ~~Information Systems Inc.~~

~~Form~~companies ~~10-QSB~~that ~~September~~are 30integrating traditional advertising services with new media advertising services, ~~2003~~such as digital media counseling. In addition, new competitors are emerging who will compete with our business strategy of providing integrated media and advertising professional services. Both existing and new competitors will likely seek to target the same customers that we are targeting, both using traditional advertising models and the integrated media services business model that we are pursuing. In addition, many of these new competitors will have greater financial and operational resources than we do. The ability of our existing and potential competitors to attract the customers and advertising and media service work that we are targeting will reduce the revenues that we are able to achieve from our business activities, will reduce our market share and decrease our ability to generate profit from our operations.

~~SHARE~~We ~~PRICE~~may ~~AND~~have ~~VOLUME~~difficulty ~~DATA~~scaling and adapting our existing architecture to accommodate increased traffic and technology advances or changing business requirements, which could lead to the loss of customers and advertisers, and cause us to incur expenses to make architectural changes.

~~Our~~To ~~common~~be ~~stock~~successful, our network infrastructure has ~~been~~to ~~quoted~~perform well ~~for~~and ~~trading~~be onreliable. The greater the ~~OTC~~user ~~Bulletin~~traffic ~~Board~~and ~~since~~the ~~March~~greater 17the complexity of our products and services, ~~1999~~the more computing power we will need. We have spent and expect to incur costs related to the purchase of computer equipment, the upgrade of our technology and network infrastructure to handle increased traffic on our web sites and our servers, and to roll out new products and services. This expansion is expensive and complex and could result in inefficiencies or operational failures. If we do not expand successfully, or if we experience inefficiencies and operational failures, the ~~TSX~~quality ~~Venture~~of ~~Exchange~~our products ~~since~~and ~~December~~services 17and our users’ and customers’ experience could decline. This could damage our reputation and lead us to lose current and potential users, ~~2002~~customers and advertisers. ~~Accordingly~~Cost increases, ~~there~~loss ~~has~~of ~~been~~traffic aor ~~limited~~failure ~~public~~to accommodate ~~market~~new ~~for~~technologies or changing business requirements could materially harm our ~~common~~operating ~~stock.~~results and financial condition.

~~The~~We ~~following~~may ~~table~~not ~~sets~~be ~~forth~~able ~~high and low bid prices for our common stock on the OTC Bulletin Board for the quarterly periods ending September 30, 2002 through~~ to ~~September~~compete ~~30,~~successfully ~~2003.~~against current ~~These prices represent quotations between dealers without adjustment for retail markup, markdown or commission~~ and ~~may~~future ~~not represent actual transactions~~competitors.

~~Quarter~~We ~~Ending:~~currently compete with several other companies offering similar services. Many of these companies have significantly greater financial resources, name recognition, and technical and marketing resources, and virtually all of them are seeking to improve their technology, products and services. We cannot assure that we will have the financial resources or the technological expertise to meet this competition successfully.

~~High~~We are dependent on activity levels in the securities market. Negative worldwide economic conditions could result in a decrease in our sales and revenue and an increase in our operating costs, which could adversely affect our business and operating results.

~~Low~~Our business is dependent upon the health of the financial markets as well as the financial health of the participants in those markets. Some of the financial data and information market demand is dependent on activity levels in the securities markets while other demand is static and is not dependent on activity levels. Since October 2008, the U.S. and international financial markets have taken as significant loss and continue to be very volatile. In the event that the downturn in the U.S. or international financial markets is prolonged and results in a significant decline in investor activity, our revenue levels could be materially adversely affected. If the current worldwide economic downturn continues, many of our current or potential future customers may experience serious cash flow problems and as a result may, modify, delay or cancel purchases of our services. Additionally, customers may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Furthermore, the current downturn and market instability makes it difficult for us to forecast our revenues.

~~Volume~~We face government regulation and legal uncertainties.

The growth and development of the market for Internet commerce and communications has prompted both federal and state laws and regulations concerning the collection and use of personally identifiable information (including consumer credit and financial information under the Gramm-Leach-~~----------------------------------------------------------------------------------------~~Bliley Act),

~~September~~25 ~~30, 2002~~

$consumer protection, the content of online publications, the taxation of online transactions and the transmission of unsolicited commercial email, popularly known as “spam.” More laws and regulations are under consideration by various governments, agencies and industry self-regulatory groups. Although our compliance with applicable federal and state laws, regulations and industry guidelines has not had a material adverse effect on us, new laws and regulations may be introduced and modifications to existing laws may be enacted that require us to make changes to our business practices. Although we believe that our practices are in compliance with applicable laws, regulations and policies, if we were required to defend our practices against investigations of state or federal agencies or if our practices were deemed to be violating applicable laws, regulations or policies, we could be penalized and our activities enjoined. Any of the foregoing could increase the cost of conducting online activities, decrease demand for our services, and lessen our ability to effectively market our services, or otherwise materially adversely affect our business, financial condition and results of operations.

0Our ability to comply with all applicable securities laws and rules is largely dependent on our establishment and maintenance of appropriate compliance systems (including proper supervisory procedures and books and records requirements), as well as our ability to attract and retain qualified compliance personnel.~~200~~

$Because we operate in an industry subject to extensive regulation, new regulation, changes in existing regulation, or changes in the interpretation or enforcement of existing laws and rules could have a material adverse effect on our business, results of operations and financial condition.

0We may be unable to protect the intellectual property rights upon which our business relies.~~125~~

1We have or may pursue certain trademarks,~~785~~ and we have brand names,~~900~~ Internet domain names, website designs, programs and certain subscriber lists which make up the intellectual property we view as important to our business. It may be possible for a third party to copy or otherwise obtain or use our intellectual property without authorization or to develop similar technology independently. There can also 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 websites operated by third parties, we have infringed upon the proprietary rights of other third parties. Due to the global nature of the Internet, there can be no assurance that obtaining trademark protection in the United States will prevent infringements on our trademarks by parties in other countries. We have not sought or obtained any patents on our proprietary software and data processing applications.

~~December~~Litigation 31may be necessary in the future to enforce our intellectual property rights, ~~2002~~to protect trade secrets or patents that we may obtain, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our future operating results.

$An interruption in the supply of products and services that we obtain from third parties could cause a decline in sales of the services from our company, and products we purchase to avoid shortages may become obsolete before we can use them.

0In designing, developing and supporting the data services of our Company, we have relied on wireless carriers, wireless handheld device manufacturers, content providers, software providers and companies that manage some of our other services such as our internal IT operations and customer care services.~~270~~ These suppliers may experience difficulty in supplying us products or services sufficient to meet our needs or they may terminate or fail to renew contracts for supplying us these products or services on terms we find acceptable. Any significant interruption in the supply of any of these products or services could cause a decline in sales of our services unless and until we are able to replace the functionality provided by these products and services. We also depend on third parties to deliver and support reliable products, enhance our

$26

0current products, develop new products on a timely and cost-effective basis and respond to emerging industry standards and other technological changes.~~140~~ In addition, we rely on the ability of our content providers to continue to provide us with uninterrupted access to the news and financial information we provide to our customers. The failure of third parties to meet these criteria, or their refusal or failure to deliver the information for whatever reason could materially harm our business and would also affect our ability to sell our products.

~~6,072,100~~Our industry is a rapidly evolving market therefore our product and service offerings could become obsolete unless we respond effectively and on a timely basis to rapid technological changes.

~~March~~The 31successful execution of our business strategy is contingent upon wireless network operators launching and maintaining mobile location services, ~~2003~~our ability to create new software and adapt our existing software products and website to rapidly changing technologies, industry standards and customer needs. As a result of the complexities inherent in our product offerings, new technologies may require long development and testing periods. Additionally, new products may not achieve market acceptance or our competitors could develop alternative technologies that gain broader market acceptance than our products. If we are unable to develop and introduce technologically advanced products that respond to evolving industry standards and customer needs, or if we are unable to complete the development and introduction of these products on a timely and cost effective basis, we will have incurred substantial resources without realizing the anticipated revenues, which would have an adverse effect on our results of operations and financial condition.

$The applicability to the Internet of existing laws governing issues such as intellectual property ownership and infringement, copyright, trademark, trade secrets, taxation, obscenity, libel, employment and personal privacy is uncertain and developing. Any new legislation or regulation, or the application or interpretation of existing laws, may have a material adverse effect on our business, results of operations and financial condition. Additionally, modifications to our business plans or operations to comply with changing regulations or certain actions taken by regulatory authorities may increase our costs of providing our product and service offerings and materially adversely affect our financial condition.

0If mobile equipment manufacturers do not overcome capacity, technology and equipment limitations, we may not be able to sell our products and services.~~380~~

$The wireless technology currently in use by most wireless carriers has limited bandwidth, which restricts network capacity to deliver bandwidth-intensive applications like data services to a large number of users. Because of capacity limitations, wireless users may not be able to connect to their network when they wish to, and the connection is likely to be slow, especially when receiving data transmissions. Data services also may be more expensive than users are willing to pay. To overcome these obstacles, wireless equipment manufacturers will need to develop new technology, standards, equipment and devices that are capable of providing higher bandwidth services at lower cost. We cannot be sure that manufacturers will be able to develop technology and equipment that reliably delivers large quantities of data at a reasonable price. If more capacity is not added, a sufficient market for our products and services is not likely to develop or be sustained and sales of our products and services would decline and our business would suffer.

0Some mobile operators charge fees for data usage.~~205~~

4Our wireless service is a live streaming service which uses continued bandwidth and wireless usage charges. In the event that some wireless providers do not provide unlimited data at a flat rate,~~858,400~~ this may limit market acceptance of our product due to the cost of data service when used on a sustained basis. Some wireless providers who do offer flat rates do not allow the continuous data stream functionality on Blackberry® devices to be activated may limit our sales.

~~June~~We ~~30,~~depend ~~2003~~on Key Personnel. The Loss of Key Personnel and Difficulty Attracting and Retaining Qualified Personnel Could Harm Our Business.

$27

0We depend on the continued contributions of our executive officers, sales, technical and other critical personnel to execute our business plan.~~380~~ We believe our success depends heavily on the contributions of our employees and on attracting, motivating and retaining our officers and other management and technical personnel. Competition for such personnel is intense and there can be no assurance that we will be able to attract and retain such personnel. The loss of the services of any key personnel, the inability to attract and retain qualified personnel in the future, or any delays in hiring required personnel, particularly technical engineers and sales personnel, could have a material adverse affect on our business, results of operations and financial condition.

$We may fail to support our anticipated growth in operations which could reduce demand for our services and materially adversely affect our revenue.

0Our business strategy is based on the assumption that the number of customers, the amount of information they want to receive and the number of services we offer will all increase.~~219~~ We must continue to develop and expand our systems and operations to accommodate this growth. In addition, information technology has dropped dramatically in price over the past years and is expected to continue to drop, such that more customers will be required to maintain the same levels of revenue. The expansion and adaptation of our systems operations requires substantial financial, operational and management resources. Due to the limited deployment of our services to date, the ability of our systems and operations to connect and manage a substantially larger number of customers while maintaining superior performance is unknown. Any failure on our part to develop and maintain our wireless data services as we experience rapid growth could significantly reduce demand for our services and materially adversely affect our revenue.

~~7,464,200~~We may be held liable for online information or services provided by third parties or us.

~~September~~Because 30materials may be downloaded by the public on Internet services offered by us or the Internet access providers with whom we have relationships, ~~2003~~and because third party information may be posted by third parties on our website through discussion forums and otherwise, there is the potential that claims will be made against us for defamation, negligence, copyright or trademark infringement or other theories. Such claims have been brought against providers of online services in the past. To date we have been named in at least one lawsuit in which defamation is alleged to have occurred on our Internet discussion forum called Bull Boards. The imposition of liability based on such claims could materially and adversely affect us.

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

0We post news clippings from other news websites on the Stockhouse and SmallCapCenter websites with links to the source site.~~400~~ Most publishers currently encourage this practice, although certain publishers have requested that we cease posting their stories. We have complied with their request in each case. To the extent that a large majority of news publishers prohibit posting of their stories on our websites or begin charging royalty fees for such stories, our website traffic could decrease or our costs could increase, thereby adversely impacting our profitability.

$We generally purchase data including trademarked and copy-written data that may or may not be under contract. The advancement in technologies and increased sophistication of systems is resulting in increased scrutiny of data and costs. We attempt to stay current with all vendors however the timing of identifying the vendors and costs of data may cause significant increase in cost of rates.

~~0.260~~28

13Our general liability insurance will 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 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,~~125,600~~ results of operations and financial condition.

~~------------------------------------------------------------------------------------------~~We may pursue strategic acquisitions and investments that could have an adverse effect on our business if they are unsuccessful.

As part of our business strategy, we have acquired companies and may continue to acquire companies, technologies and product lines to complement our internally developed products. In January 2007, we acquired the Mobile Finance Division of TeleCommunication Systems Inc. The ~~following~~benefits ~~table~~of ~~sets~~this acquisition ~~forth~~have ~~high~~not fully materialized to date and ~~low~~we ~~bid~~have ~~prices~~incurred ~~for~~greater costs than anticipated in integrating the acquired division into our ~~common~~business. It ~~stock~~is onpossible that the ~~TSX~~contemplated ~~Venture~~benefits ~~Exchange~~of ~~for~~future acquisitions may not materialize within the ~~period~~time ~~from~~periods ~~inception~~or onto ~~December~~the ~~17,~~extent ~~2002~~anticipated. Critical to the ~~December~~success 31of this strategy in the future and, ~~2002~~ultimately our business as a whole, is the ~~three~~orderly, ~~quarterly~~effective ~~periods~~integration ~~ended~~of ~~September~~acquired 30businesses, technologies, ~~2003~~product lines and employees into our organization. ~~These~~If ~~prices~~this integration ~~represent~~is ~~quotations~~unsuccessful, ~~between~~our ~~dealers~~business ~~without~~will ~~adjustment~~suffer. ~~for~~There ~~retail~~is ~~markup,~~also ~~markdown~~the orrisk that ~~commission~~our valuation assumptions and models for the acquired product or business may be overly optimistic or inaccurate if customers do not ~~represent~~demand ~~actual~~the ~~transactions~~acquired company’s products to the extent we expect, the technology does not function as we expect or the technology we acquire is the subject of infringement or trade secret claims by third parties.

~~Quarter~~The ~~Ending:~~identification of acquisition candidates is difficult and we may not correctly assess the risks related to such acquisitions and investments. In particular, our determinations and assessments of acquisition candidates involve assessments of the financial performance of the acquisition candidates and past financial performance that we observe may not be indicative of future financial performance. In addition, acquisitions could be effected on terms less satisfactory to us than expected and the newly acquired companies may not be successfully integrated into our cohesive operations or in a way that produces the synergies or other benefits we hope to achieve. If these risks materialize, the benefit that we derive from businesses that we acquire may be less than the costs to us of acquiring these businesses, with the result that our operating losses could increase.

~~High~~Because our product and service offerings are sold internationally, we are subject to risks of conducting business in foreign countries.

~~Low~~During the three months ended March 31, 2009, our primary customer base was in North America and Europe. In addition, a portion of the revenue historically generated by our company has typically been generated outside the United States. We believe our revenue will be increasingly dependent on business in foreign countries, and we will be subject to the social, political and economic risks of conducting business in foreign countries, including:

~~Volume~~inability to adapt our products and services to local business practices, language, customs and mobile user preferences;
~~------------------------------------------------------------------------------------------~~costs of adapting our product and service offerings for foreign markets;
~~December~~inability 31to locate qualified local employees, ~~2002~~partners ~~(partial)~~and suppliers;
C$inability to collect amounts owed by customers;
~~0.45~~reduced protection of intellectual property rights;
C$the potential burdens of complying with a variety of U.S. and foreign laws, trade standards and regulatory requirements, including the regulation of wireless communications and the Internet and uncertainty regarding liability for information retrieved and replicated in foreign countries;
~~0.38~~general geopolitical risks, such as political and economic instability and changes in diplomatic and trade relations; and
~~181,500~~unpredictable fluctuations in currency exchange rates.

~~March~~29 ~~31, 2003~~

C$Any of the foregoing risks could have a material adverse effect on our business by diverting resources toward addressing them or by reducing or eliminating sales in such foreign countries.

0The Wireless Industry is Experiencing Rapid Technological Change, and We May Lose Customers If We Fail to Keep Up With These Changes.50

C$The wireless communications industry is experiencing significant technological change, as evidenced by the ongoing improvements in the capacity and quality of digital technology, the development and commercial acceptance of wireless data services, shorter development cycles for new products and enhancements and changes in end-user requirements and preferences. The cost of implementing or competing against future technological innovations may be prohibitive to us, and we may lose customers if we fail to keep up with these changes.

0Our legacy pager business is deteriorating rapidly.31

~~575~~Through the purchase of MFD,~~300~~ we acquired their legacy business of providing financial information to pager devices. Pagers represented the majority of the revenue of the Mobile Finance Division at acquisition. Most customers have been with the company for years but are changing to other types of wireless devices. The company has seen a rapid loss of subscribers for its pager service and there can be no assurance that the Company can convert the subscribers to its Marketstream wireless offering. In addition, telecommunication companies are shutting down their pager networks and rendering the service inoperable. If this occurs in countries we operate in, we would be unable to service our pager customers.

~~June~~Involvement ~~30,~~in ~~2003~~Certain Legal Proceedings.

C$We are involved in various legal matters which arise from time-to-time in the ordinary course of business, none of which we believe is material to our results of operations, liquidity or financial condition at this time. We cannot reasonably estimate at this time whether a monetary settlement will be reached or predict the ultimate resolution of these legal matters.

0Our Business and Stock Price May Be Adversely Affected If Our Internal Controls Are Not Effective.49

C$Section 404 the Sarbanes-Oxley Act of 2002 requires companies to conduct a comprehensive evaluation of their internal control over financial reporting. To comply with this statute, we are required to document and test our internal control over financial reporting and our management is required to assess and issue a report concerning our internal control over financial reporting. Our independent registered public accounting firm is not required to report on the effectiveness of our internal control over financial reporting.

0As described in “Part II — Item 9A.34 Controls and Procedures” of our Form 10-K for the year ended December 31, 2008 our Chief Executive Officer and Chief Financial Officer concluded, as discussed in Item 4 below, that a material weakness existed in our control over financial reporting as of December 31, 2008 and as a result, that our disclosure controls and procedures were not effective.

~~703~~Management has and continues to evaluate its key financial processes to assess risk of material weaknesses. As a result of finalizing the Company’s annual consolidated financial statements,~~744~~ management identified several significant deficiencies in the effectiveness of internal control over financial reporting in its financial close and reporting processes. Management believes that, when considered in the aggregate, these significant deficiencies constituted a material weakness.

~~September~~Although 30we believe we are taking appropriate actions to remediate the control deficiencies we have identified and to strengthen our internal control over financial reporting, ~~2003~~we cannot assure you that we will not discover other material weaknesses in the future. The existence of one or more material weaknesses

C$30

0could result in errors in our financial statements, and substantial costs and resources may be required to rectify these or other internal control deficiencies.52 If we cannot produce reliable financial reports, investors could lose confidence in our reported financial information, the market price of our common stock could decline significantly, we may be unable to obtain additional financing to operate and expand our business, and our business and financial condition could be harmed.

C$Risk Factors Related to Ownership of Our Common Stock

0We are significantly influenced by our officers, directors and entities affiliated with them.33

1In the aggregate,~~019~~ beneficial ownership of our shares by our directors and officers represents approximately 19% of issued and outstanding shares of our common stock at March 30,~~500~~ 2009. These shareholders, if acting together, will be able to influence significantly all matters requiring approval by shareholders, including the election of directors and the approval of mergers or other business combinations transactions.

~~------------------------------------------------------------------------------------------~~Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a shareholder’s ability to buy and sell our stock.

~~Holders~~The Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

AsFuture ofissuances ~~the date~~ of ~~this filing we had 80 registered shareholders and 2,000 other beneficial owners with~~ shares onmay ~~deposit~~adversely ~~with~~impact ~~brokerage~~the ~~house, owning a total~~ value of ~~31,124,971 shares of~~ our ~~common~~ stock.

~~DIVIDENDS~~We may attempt to raise additional capital through the sale of common stock and issuance of preferred shares in the future. Future issuances of common stock may dilute your position in us.

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

~~Item~~As 4there is a limited market for our common stock, there may be considerable volatility in our stock price due to selling and buying pressures. Future ~~Disclosure~~sales ~~Controls~~of shares by our existing or future shareholders could cause the market price of our common stock to decline. At May 11, 2009, there were 41,295,922 issued and ~~Procedures~~outstanding shares of our common stock; however, a portion of these shares are subject to trading restrictions in the United States.

In31 February, 2003, we carried out an evaluation, under the supervision and with the participation of the company's management, including the company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the company's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the company in the reports that the company files under the Exchange Act is accumulated

~~Page 24~~Our Board of 31 Directors may authorize and issue preferred shares.

~~Stockgroup~~Our ~~Information~~Board ~~Systems~~of ~~Inc~~Directors have the authority to issue preferred shares with rights, preferences and/or privileges senior to or on parity with the rights of the holders of common stock. Our Board of Directors approved the issuance of 5,000,000 preferred shares and the Company issued 3,000 of these shares in May 2008. The potential consequences to our investors include a loss of perceived value of the stock in the market and a loss of future earnings and dividends, if and when dividends are declared.

~~Form~~Some ~~10-QSB~~of ~~September~~our 30directors and officers are nationals and/or residents of countries other than the United States, ~~2003~~and all or a substantial portion of their assets are located outside the United States. As a result, you may have no effective recourse against the management for misconduct and it may be difficult for investors to enforce within the United States, any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any U.S. state.

~~and~~Item ~~communicated~~3. toQuantitative ~~management, including the company's Chief Executive Officer~~ and ~~Chief~~Qualitative ~~Financial~~Disclosures ~~Officer,~~about asMarket ~~appropriate to allow timely decisions regarding required disclosure.~~Risk

~~However,~~ Not ~~since our evaluation, we have taken steps to further strengthen and formalize our controls~~applicable. We have put forth to the board of directors for adoption a formal Corporate Governance Program, consisting of a Code of Business Conduct and Ethics and Compliance Program, An Insider Trading Policy, and the appointment of a Nominating and Corporate Governance Committee. We have also reconfirmed the appointment of our Audit Committee and Compensation Committee.

~~There~~32 ~~have been no significant changes in our internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.~~

~~Part~~Item II4. ~~OTHER~~Controls ~~INFORMATION~~and Procedures

As disclosed in our Form 10-K filed on April 1, 2009, during our 2008 year end closing process our Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting were not effective as at December 31, 2008, owing to several significant deficiencies in the effectiveness of internal control over financial reporting in its financial close and reporting processes, including accounting for foreign exchange. Management believes that, when considered in the aggregate, these significant deficiencies constituted a material weakness. A material weakness as defined in Rule 1-02 of Regulation S-X and adopted by PCAOB Auditing Standard 5 is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management attributes this material weakness to legacy systems, and a lack of appropriately skilled personnel resources.

Although the Company has implemented additional levels of supervisory review in the three months ended March 31, 2009, Management has concluded that significant deficiencies in the effectiveness of internal controls over financial reporting in its financial close and reporting process still exist and that there can be no assurance that these measures can definitively prevent errors from occurring in the future. Management is continuing to take steps to enhance and improve its internal controls by implementing more timely reporting and additional levels of supervisory review.

Inherent Limitations of Internal Controls

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

~~Pacific~~ The ~~Capital~~Company ~~Markets~~was the plaintiff in a lawsuit filed in Ontario Superior Court of Justice against Hollinger Inc. and Hollinger Canadian Publishing Holdings Co in which the Company sought to recover approximately $457,000 from the defendant. The defendant was a vendor to the Company and the amount sought by the Company consisted of unused advertising credits which were prepaid by the Company in 1999. The case was resolved by a negotiated settlement during the first quarter of 2008 and the defendant paid $340,000 to the Company in full settlement, which is included in other income in that period.

We The ~~filed~~Company ais ~~statement~~the ofplaintiff ~~claim~~in a lawsuit filed in the ~~Supreme~~Commercial ~~Court~~& Equity Division of ~~British~~the ~~Columbia~~County onCourt ~~January~~of Victoria 3,in ~~2001~~Melbourne, Australia against ~~Pacific~~The ~~Capital~~Eight ~~Markets~~Black ~~Inc.,~~Partnership ~~James~~Pty ~~King,~~and Simon ~~Rick Jeffs~~Chen, ~~and~~in ~~Heidi~~which ~~Hirst.~~the WeCompany ~~are~~seeks ~~suing~~to ~~Pacific~~recover ~~Capital~~approximately ~~Markets Inc. for~~ $~~351~~435,~~800~~000 ~~due~~from the todefendant. itThe ~~under~~defendant was a ~~sales~~reseller ~~contract~~of wethe ~~signed~~Company’s ~~with~~Marketstream service ~~them~~in onAustralia ~~September~~and ~~20,~~the ~~2000.~~amount Wesought ~~are~~by ~~suing~~ the ~~individuals~~Company ~~named~~consists ~~above,~~of ~~who~~unpaid Marketstream ~~are~~subscription ~~managers~~fees offrom ~~Pacific~~July ~~Capital~~2006 ~~Markets~~to ~~Inc.~~May 2007, ~~for~~plus ~~general~~interest. ~~damages~~The case ~~for~~is ~~misrepresentation.~~currently Wepending ~~are~~final ~~seeking~~resolution ~~payment~~and ofthere ~~the~~is ~~$351,800~~uncertainty ~~owing,~~as ~~plus~~to ~~interest~~what value, ~~damages~~if any, ~~costs~~will ~~and~~be ~~such~~derived ~~further~~from ~~and~~the ~~other~~lawsuit. ~~relief~~No asprovision ~~deemed~~has ~~suitable~~been bymade for recovery of these credits in the ~~court~~financial statements in any period.

On During ~~January 12~~2008, ~~2001,~~an ~~Pacific~~employee ~~Capital~~of ~~Markets~~the Company ~~Inc.,~~made ~~James~~an ~~King,~~application ~~Rick~~to ~~Jeffs~~the District Court of Amsterdam, ~~and~~the ~~Heidi~~Netherlands requesting ~~Hirst~~the ~~filed~~Court ato ~~Statement~~order ofthe ~~Defense~~Company to restore his access to Company systems and ~~Counterclaim~~continue paying his salary. AtHe further requested that the ~~time~~Court order the temporary restriction of funds then held in the Company’s Dutch subsidiary’s bank accounts until the terms of his employment could be determined. The Court granted this ~~filing~~application and ordered the transfer of €89,110 no($131,000) ~~settlement~~from ~~conferences~~the ~~have~~operating ~~been~~bank ~~held~~accounts to a restricted account. This amount was classified as restricted cash on the consolidated balance sheet at December 31, 2008. During January 2009 the matter was resolved by negotiation, and nothe ~~court~~restriction ~~date~~on ~~has~~the ~~been~~Company’s ~~set~~funds lifted by the Court.

As In ofaddition ~~October~~to ~~29,~~the ~~2003~~above, nothe Company ~~further~~is ~~action~~involved ~~had~~in ~~been~~various ~~taken~~other bylegal ~~either~~matters ~~side. While~~which wearise ~~believe~~from wetime-to-time in ~~have~~the aordinary ~~strong~~course ~~case~~of the Company’s business, wenone ~~have~~of ~~not~~which ~~elected~~is believed to be ~~aggressively~~material ~~pursue~~to ~~this~~its ~~litigation~~results atof operations, liquidity or financial condition at this time. Unless otherwise noted, ~~pending~~the ~~further~~Company ~~information~~cannot onreasonably estimate at this time whether a monetary settlement will be reached or predict the ~~collectibility~~ultimate resolution of ~~the~~these ~~debt~~legal matters.

~~Stockhouse~~Item ~~BullBoards~~1A. ~~Legal~~Risk ~~Issues~~Factors

We Not ~~have been named in two lawsuits that we are aware of involving alleged defamation by users of our BullBoards on www~~applicable.~~Stockhouse.com~~ (.ca). In one case we have received written assurance from the plaintiff that we have been removed from the list of defendants due to our non-involvement in the alleged defamation. In the other case we are co-operating with the plaintiff and expect to be removed from further action without having to incur legal costs of defense. In the future we may be named in other lawsuits, although we currently are unaware of any pending. We believe that our risk of incurring losses and/or legal expenses from such lawsuits is low.

Item 2. ~~Changes~~Unregistered inSales of Equity Securities and Use of Proceeds

No We ~~unregistered~~did not complete any sales of our equity securities that were ~~issued~~not ~~during~~registered under the ~~period~~Securities ~~covered~~Act byof ~~this~~1933, since ~~report. There~~the ~~were~~completion noof ~~changes~~our tofiscal ~~any~~quarter ~~class~~ended ofMarch ~~our~~31, ~~securities~~2009.

~~Item~~34 ~~4. Submission of Matters to a Vote of Security Holders~~

~~(a)~~Item 6. Exhibits

OnThe ~~September~~following ~~18,~~exhibits ~~2003,~~are ~~the~~filed ~~Company~~as ~~held~~part ~~its~~of ~~annual~~this ~~general~~Form ~~meeting in Vancouver, British Columbia.~~ 10-Q:

(b)

Exhibit
No.	Exhibit Title
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.

32.1	Certification of Chief Executive Officer furnished pursuant to Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

32.2	Certification of Chief Financial Officer furnished pursuant to Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

The ~~existing~~following ~~board~~exhibits ofare incorporated ~~directors~~by ~~was~~reference: ~~re-elected in its entirety.~~

(c)

Exhibit	Description
number
3.1	Articles of Incorporation & Bylaws are incorporated by reference to form 10SB12G filed on 1/29/1998 (File No. 000-23687).

3.2	Articles of Amendment dated July 10, 2008 is incorporated by reference to form 8-K filed on 7/24/2008 (File No. 000-23687).

3.3	Articles of Amendment dated September 30, 2001 is incorporated by reference to form 8-K filed on 9/30/2001 (File No. 000-23687).

4.1	Certificate of Designation for Series A Convertible Preferred Stock is incorporated by reference to form 10-Q filed on 5/14/2008 (File No. 000-23687).

10.1	Private Placement Subscription Agreement dated September 26, 2006 between the Company and various directors and senior management is incorporated by reference to form 8-K filed on 9/28/2006 (File No. 000-23687).

10.2	Purchase Agreement between Stockgroup Information Systems Inc., Stockgroup Systems Ltd., Stockgroup Media, Inc., TeleCommunication Systems, Inc., and TeleCommunication Systems (Holdings) Limited is incorporated by reference to form 8-K filed on 2/16/2007 (File No. 000- 23687).

10.3	Audited Combined Financial Statements of Mobile Finance Division (A division of TeleCommunication Systems, Inc.) (“MFD”) for the years ended December 31, 2005 and 2006 and Unaudited Pro forma Consolidated Financial Statements of Stockgroup Information Systems as of December 31, 2006 is incorporated by reference to form 8-K/A filed on 4/16/2007 (File No. 000-23687).

10.4	Form of Private Placement Subscription Agreement dated May 15, 2007 is incorporated by reference to form 8-K filed on 5/21/2007 (File No. 000-23687).

10.5	Form of Registration Rights Agreement dated May 15, 2007 is incorporated by reference to form 8-K filed on 5/21/2007 (File No. 000-23687).

10.6	Asset Purchase Agreement dated May 8, 2007 between the Company and Semotus Solutions Inc. is incorporated by reference to form 8-K filed on 5/10/2007 (File No. 000-23687).

10.7	Amended Purchase Agreement dated January 24, 2007 between the Company and TeleCommunication Systems, Inc. is incorporated by reference to form 8-K filed on 2/20/2007 (File No. 000-23687).

10.8	Purchase Agreement dated January 24, 2007 between the Company and TeleCommunication Systems, Inc. is incorporated by reference to form 8-K filed on 2/20/2007 (File No. 000-23687).

~~Votes~~35 ~~were also cast to~~

(i)

10.9	Series A Convertible Preferred Stock Purchase Agreement dated April 30, 2008 is incorporated by reference to form 8-K filed on 5/7/2008 (File No. 000-23687).

10.10	Form of Secured Debenture Agreement dated November 14, 2008 – Canadian Version is incorporated by reference to form 10-Q filed on 11/17/2008 (File No. 000-23687).

10.11	Form of Secured Debenture Agreement dated November 14, 2008– US Version is incorporated by reference to form 10-Q filed on 11/17/2008 (File No. 000-23687).

10.12	Debenture Purchase Agreement is incorporated by reference to form 10-Q filed on 11/17/2008 (File No. 000-23687).

10.13	General Security Agreement is incorporated by reference to form 10-Q filed on 11/17/2008 (File No. 000-23687).

10.14	Lease agreement dated September 19, 2006 between the Company and Pacific Centre Leaseholds Limited is incorporated by reference to form 10-K filed on 4/1/2009 (File No. 000-23687).

10.15	Lease agreement dated May 8, 2008 between the Company and University Equities Inc is incorporated by reference to form 10-K filed on 4/1/2009 (File No. 000-23687).

10.16	Stockgroup Information Systems Inc. 2003 Stock Option Plan – Amended is incorporated by reference to form S-8 filed on 5/19/2006 (File No. 000-23687).

10.17	Stockgroup Information Systems Inc. Amended and Restated Stock Option Plan – 2007 is incorporated by reference to form 10-Q filed on 8/13/2008 (File No. 000-23687).

10.18	Employment Agreement dated February 9, 2004between the Company and Marcus New is incorporated by reference to form 10-KSBfiled on 03/11/2004 (File No. 000-23687).

10.19	Employment Agreement dated December 28, 2007 between the Company and Karl Buhr is incorporated by reference to form 8-K filed on 2/21/2008 (File No. 000-23687).

10.20	Employment Agreement dated February 20, 2008 between the Company and Audrey Brownmiller is incorporated by reference to form 8-K filed on 2/21/2008 (File No. 000-23687).

10.21	Amended employment agreement dated October 31, 2008 between the Company and Karl Buhr is incorporated by reference to form 10-K filed on 4/1/2009 (File No. 000-23687).

10.22	Employment Agreement dated December 8, 2008 between the Company and Joseph Lee is incorporated by reference to form 8-K filed on 1/8/2009 (File No. 000-23687).

~~Appoint~~36 ~~Ernst & Young LLP as the Company’s auditors on the 2003 annual financial statements~~

~~(ii)~~SIGNATURES

~~Approve~~ In accordance with the requirements ~~2003~~of ~~Stock~~the ~~Option~~Exchange ~~Plan~~Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Page 25 of 31

	STOCKHOUSE INC.
	(Registrant)

Date: May 20, 2009	By: /s/ Marcus New
	Marcus New
	Chief Executive Officer
	(Principal Executive Officer)


	By: /s/ Joseph HN Lee
	Joseph HN Lee
	Chief Financial Officer
	(Principal Financial Officer)

~~Stockgroup~~37 ~~Information Systems Inc.~~

Form 10-QSB September 30, 2003

(iii)

Give the Board authority to split or consolidate the Company’s common shares without shareholder approval, unless otherwise prohibited under the Company’s Articles of Incorporation, Amended Bylaws, or the laws of the State of Colorado.

Votes were cast as set out in the table below.

YES

ABSTAIN

Election of directors

Marcus New

17,871,462

25,372

Craig Faulkner

17,867,562

29,272

Leslie Landes

17,870,662

26,172

Lee deBoer

17,848,562

48,272

David Caddey

17,873,562

23,272

Jeff Berwick

17,873,562

23,272

Appointment of Ernst & Young LLP

17,850,809

46,025

Approval of 2003 Stock Option Plan

9,264,040

197,383

38,153

Authorize Board to split or

Consolidate shares

17,731,076

113,105

55,653

Item 6. Exhibits and Reports on Form 8-K

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

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

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

(a)

CEO Section 302 Certification

(a)

CFO Section 302 Certification

(a)

CEO Section 906 Certification

(b)

CFO Section 906 Certification

FORWARD LOOKING STATEMENTS AND RISK FACTORS

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

Page 26 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

SIGNATURES

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

STOCKGROUP INFORMATION SYSTEMS INC.

(Registrant)

Date: November 13, 2003

By: /s/ David Gillard, CGA

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

Chief Financial Officer, Secretary & Treasurer

Page 27 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Exhibit 31(a) SECTION 302 CERTIFICATIONS

CERTIFICATION

I, Marcus New, CEO, certify that:

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

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

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

The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rule 13a-15(f) and 15d-15(f)) for the small business issuer and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financials statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent function):

all significant deficiencies and material weaknesses in the design or operation of internal controls which could adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 13, 2003

/s/ Marcus New

Marcus New

Chief Executive Officer

Page 28 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Exhibit 31(b) Section 302 Certification

CERTIFICATION

I, David Gillard, CFO, certify that:

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

any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 13, 2003

/s/ David Gillard

David Gillard, CGA

Chief Financial Officer

Page 29 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Exhibit 32(a) Section 906 Certification

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO §906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Stockgroup Information Systems Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marcus New, Chief Executive Officer of the Company, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, hereby certify that to the best of my knowledge:

(1) The Report fully complies with the requirements of § 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Marcus New

Marcus New Chief Executive Officer

November 13, 2003

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Page 30 of 31

Stockgroup Information Systems Inc.

Form 10-QSB September 30, 2003

Exhibit 32(b) Section 906 Certification

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. §1350, AS ADOPTED PURSUANT TO §906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Stockgroup Information Systems Inc. (the "Company") on Form 10-Q for the period ending September 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David Gillard, Chief Financial Officer of the Company, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, hereby certify that to the best of my knowledge:

(1) The Report fully complies with the requirements of § 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ David Gillard

David Gillard Chief Financial Officer

November 13, 2003

Page 31 of 31

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