STOCKGROUP COM HOLDINGS INC
8-K, 2000-02-15
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                       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: January 18, 2000


                          Stockgroup.Com Holdings, 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)


<PAGE>
                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events.

     On January 18, 2000, the Company entered into a contract in Singapore which
expands the  Company's  operation  into Asia and entails the  development  of an
enterprise  financial  site  for  Asia  Exchange  Information  Service  Pte Ltd.
(AsiaXIS).  AsiaXIS was formed through a joint partnership of Form Holdings Ltd.
(FORM.SP - Bloomberg),  SMB United Limited (SMBU.SP) and Stockgroup.com Holdings
Inc.  (OTC-BB:SWEB).  Both Form Holdings Ltd. and SMB United are publicly traded
on the Singapore Stock  Exchange.  SMB United Limited has annual sales in excess
of  Singapore$77  million  and net  income in excess  of  Singapore$8.2MM.  Form
Holdings recently underwent a restructuring during which George Thia, the former
managing director for Merrill Lynch International Bank Ltd. (SEA), was appointed
CEO. Form is now diversifying into financial information companies. Form and SMB
will each respectively  contribute  US$565,000 for founding  ownership stakes in
AsiaXIS of 28.2%. The balance of the founder's equity in AsiaXIS will be held by
its managing directors.

     Under the terms of the agreement, Stockgroup.com will receive approximately
US$1,500,000  for development and upgrade of the initial site in Singapore.  The
agreement  also  provides  for  AsiaXIS  to  develop  13  additional   financial
enterprise sites throughout Asia, Australia and New Zealand. The Company will be
paid a licensing  fee for its  technology,  a  development  fee for building and
customizing each additional  financial  enterprise site, ongoing maintenance and
support fees and  royalties  for each of the markets that  AsiaXIS  enters.  The
Company has also  secured  access to the content that will be created by AsiaXIS
in its international news development.  As part of the contract,  Stockgroup.com
has agreed to acquire an equity position of 19.4% in AsiaXIS for US$500,000.

     AsiaXIS's  first Web site will be  dedicated  to the  coverage of the Stock
Exchange  of  Singapore.  Over the  course of the next 18 months,  AsiaXIS  will
expand its coverage of other major stock markets to include such markets as Hong
Kong, Taipei and Tokyo.


                                       2

<PAGE>


     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.com Holdings, Inc.
                                                 (Registrant)

Dated:  February 15, 2000          By:      /s/  Marcus A. New
                                        --------------------------------------
                                        Marcus A. New, Chief Executive Officer


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