AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON June 26, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT #1 TO FORM SB-2 #333-91106 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- STOCKGROUP INFORMATION SYSTEMS INC. (Exact Name of Registrant as Specified in Its Charter) COLORADO 6282 84-1379282 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code) Identification Number) SUITE 500 - 750 WEST PENDER STREET VANCOUVER, BRITISH COLUMBIA, CANADA V6C 2T7 (604) 331-0995 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Executive Offices) DEVLIN JENSEN BARRISTERS AND SOLICITORS 2550 - 555 WEST HASTINGS STREET VANCOUVER, BC, CANADA V6B 4N5 (604) 684-2550 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ----------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: Upon filing of this post-effective amendment, at the discretion of the selling shareholder. -------------------- If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462 to Rule 426(b) under the Securities Act of 1933, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act Registration Statement number of the earlier Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act Registration Statement number of the earlier Registration Statement for the same offering. [ ] If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box.[ ] DE-REGISTRATION OF SHARES OF CERTAIN SELLING SHAREHOLDERS We filed a registration statement on Form SB-2, file #333-91106, on June 25, 2002, as amended by pre-effective amendments on July 1, 2002 and July 10, 2002, to register the resale by selling shareholders of up to 5,709,827 shares of our common stock. These shares were issued to, or, in the case of warrants, issuable to, the selling shareholders in transactions exempt from the registration requirements of the Securities Act of 1933. With this post-effective amendment, we are de-registering all of the unsold shares and unexercised warrants from the above registration statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, on June 25, 2003. STOCKGROUP INFORMATION SYSTEMS INC. By: /s/ Marcus A. New ------------------------------------------------ Marcus A. New, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Marcus New Dated: June 25, 2003 ----------------------------------------------------------- Marcus A. New, Chief Executive Officer, Chairman of the Board /s/ David Gillard Dated: June 25, 2003 ----------------------------------------------------------- David E. Gillard, Chief Financial Officer, Treasurer, Secretary /s/ Leslie Landes Dated: June 25, 2003 ----------------------------------------------------------- Leslie A. Landes, President, Director /s/ Craig Faulkner Dated: June 25, 2003 ----------------------------------------------------------- Craig D. Faulkner, Director /s/ David Caddey Dated: June 25, 2003 ----------------------------------------------------------- David N. Caddey, Director /s/ Lee deBoer Dated: June 25, 2003 ----------------------------------------------------------- Louis deBoer II, Director /s/ Jeff Berwick Dated: June 25, 2003 ----------------------------------------------------------- Jeffrey D. Berwick, Director