SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934


               Date of earliest event reported: February 15, 2002


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


           Colorado                 000-23687               84-1379282
   (State of Incorporation) (Commission File Number) (IRS Identification No.)


      500-750 W. Pender Street, Vancouver, British Columbia, Canada V6C 2T7
               (Address of principal executive offices)(Zip Code)


                                 (604) 331-0995
              (Registrant's telephone number, including area code)




                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. OTHER EVENTS

Financing Arrangement - Revision

     On April 3, 2000, Stockgroup Information Systems Inc. ("STOCKGROUP")
entered into a Convertible Note Purchase Agreement pursuant to which it obtained
$3 million in a financing led by Deephaven Private Placement Trading Ltd.
("Deephaven"), a subsidiary of Knight/Trimark. Amro International S.A. ("Amro"),
managed by Rhino Advisors was an additional lender in the funding. See for
reference SEC filing 8-K on April 18, 2000.

     On February 15, 2002, STOCKGROUP, Deephaven and Amro entered into a
Securities Exchange Agreement having an effective date of December 31, 2001,
whereby STOCKGROUP issued new convertible notes and callable warrants to
Deephaven and Amro to replace the original convertible notes and callable
warrants, dated April 3, 2000. This transaction is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
in reliance on Section 3(a)(9) under the Securities Act.

The new convertible notes substantially change the terms of the original
convertible notes. Deephaven and Amro have agreed to the issuance of the new
convertible notes, dated December 31, 2001, in the amount of $1,824,000 and have
canceled the April 3, 2000 convertible notes, including any accrued interest and
prepayment penalties. The new convertible notes mature on December 31, 2003. The
new convertible notes may be converted at the lenders option at a fixed price of
$0.50 per share of common stock. The new convertible notes bear no interest or
prepayment penalties. STOCKGROUP has agreed to make minimum cash payments on the
new convertible notes totaling $300,000 paid quarterly beginning June 30, 2002
until December 31, 2004. In the event that STOCKGROUP does not meet any of one
of the mandatory prepayments, the new convertible notes will revert back to the
terms of the original convertible notes, dated April 3, 2000, which are attached
to the new convertible notes as Annex A "Replacement Terms and Conditions of
Note".

In addition, Deephaven and Amro have agreed to the issuance of new callable
warrants. The new callable warrants permit the holders to acquire up to 181,818
shares of common stock in the capital of STOCKGROUP. The new callable warrants
have an exercise price of $3.00 per share of common stock, subject to adjustment
as provided in Section 9 of the new callable warrant, and have an expiration
date of March 31, 2005.

STOCKGROUP will not be required to file any registration statements with respect
to the resale of any shares of common stock issuable upon conversion of the new
convertible notes and exercise of the new callable warrants (the "Underlying
Shares") as long as Deephaven and Amro are able to rely on the exemption under
Rule 144(k) promulgated under the Securities Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

   Stockgroup Information Systems Inc.              (Registrant)

Dated: [February 19, 2002]               By: /s/ Marcus A. New
                                             ---------------------------
                                             Marcus A. New, Chief
                                             Executive Officer




     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            Stockgroup Information Systems Inc.
                                                      (Registrant)

Dated: [February 18, 2002]                By: /s/ Marcus A. New
                                          --------------------------------------
                                          Marcus A. New, Chief Executive Officer



EXHIBIT INDEX

Exhibit No.     4.1            Securities Exchange Agreement
- -----------
                4.2            Convertible Note between STOCKGROUP and Investors

                4.3            Callable Warrant between STOCKGROUP and Investors

                4.4            Annex A Replacement Terms and Conditions of Note