U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(MARK ONE)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO __________


COMMISSION FILE NUMBER:


                                POWER DIRECT,INC.
        (Exact name of small business issuer as specified in its charter)

         DELAWARE                                                52-2132622
(State or other jurisdiction        (Primary Standard         (I.R.S. Employer
    of incorporation or         Industrial Classification    Identification No.)
       organization)                   Code Number)


1208 Alberni Street, Suite 806, Vancouver, British Columbia, Canada     V6E 4N5
(Address of principal executive offices)                              (Zip Code)

                                 (604) 664-0484
                (Issuer's Telephone Number, including Area Code)



                              Thomas E. Stepp, Jr.
                              Stepp & Beauchamp LLP
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                             Telephone: 949.660.9700
                             Facsimile: 949.660.9010
            (Name, Address and Telephone Number of Agent for Service)


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


Check  whether  the issuer  (1) has 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. [X] 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  practical  date.  As of June 30,  1999,  there  were
17,597,500  shares of the  issuer's  $.0001 par value  common  stock  issued and
outstanding.


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                               Power Direct, Inc.
                          (A Development Stage Company)


                                  BALANCE SHEET
                               As at June 30, 1999

                                       June            December       December
                                       30, 1999        31, 1998       31, 1997
    ASSETS
Current Assets
    Cash in Bank                       212,995.62        2,246.00           0.00
    Accounts Receivable                 39,321.00
                                     ------------    ------------   ------------
Total Current Assets                   252,316.62        2,246.00           0.00

    OTHER ASSETS
Loans & Exchanges                        2,000.00            0.00           0.00
Stockholder's Notes Receivable          85,000.00            0.00           0.00
Other Assets                             1,123.70            0.00           0.00
Organization Costs                         571.00            0.00           0.00
Purchase - Rising Phoenix               75,000.00            0.00           0.00
Purchase - Vertizontal                  20,393.00            0.00           0.00
Purchase - LANSource                   202,255.00            0.00           0.00
Purchase - 577844 BC Ltd                69,445.00            0.00           0.00
                                     ------------    ------------   ------------
Total Other Assets                     453,787.70            0.00           0.00
                                     ------------    ------------   ------------
    TOTAL ASSETS                       708,104.32        2,246.00           0.00
                                     ============    ============   ============


    LIABILITIES & EQUITY
Current Liabilities
Accounts Payable                         4,137.10       13,042.99           0.00

    EQUITY
Capital Stock                            1,372.75          600.00         100.00
Additional paid in capital           1,005,627.25          400.00         900.00
Retained Earnings                      -11,796.99       11,796.99      -1,000.00
Net Income (Loss)                     -291,235.79            0.00           0.00
                                     ------------    ------------   ------------
Total Stockholder's Equity             703,967.22      -10,796.99           0.00
                                     ------------    ------------   ------------

    TOTAL LIABILITIES &
     OWNER'S EQUITY                    708,104.32        2,246.00           0.00
                                     ============    ============   ============



<PAGE>


                               Power Direct, Inc.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS
                                   FOR PERIOD
                        January 1, 1999 to June 30, 1999


                                              June        December      December
                                           30, 1999       31, 1998      31, 1997

    REVENUE
Services                                         0.00          0.00         0.00
Interest income                              2,338.25          0.00         0.00

    COSTS AND EXPENSES
Selling, General and Administrative       -194,074.04    -10,796.99         0.00
Commissions                                -99,500.00          0.00         0.00
                                          -----------   -----------  -----------
Total Costs and Expenses                  -293,474.04    -10,796.99         0.00
                                          -----------   -----------  -----------

Net Income or Loss                        -291,235.79    -10.796.99         0.00
                                          ===========   ===========  ===========


Weighted average number of
Common shares outstanding                  17,597,500     6,000,000    2,000,000

    NET LOSS PER SHARE                        -0.0166       -0.0018         0.00



<PAGE>



                                Power Direct Inc.
                          (A Development Stage Company)

                  STATEMENT OF CHANGES iN STOCKHOLDER'S EQUITY
                                   FOR PERIOD
                        January 1, 1999 to June 30, 1999


<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                           accumulated
                                                                         Additional        during           Total
                                  Common Stock                           paid-in           development      stockholder's
                                     Shares              Amount          capital           stage            Equity

<S>                                  <C>                  <C>          <C>                   <C>            <C>
Balance
December 31, 1998                    6,000,000            $600.00            $400.00          ($11,797)       ($10,797)

January 6, 1999
   Issued for cash                     600,000             $60.00          $5,940.00              --            $6,000
January 28, 1999
   Issued for consulting               600,000             $60.00        $119,940.00              --          $120,000
April 14, 1999
   Issued for cash                   7,127,500            $712.75        $999,287.25              --        $1,000,000
June 15, 1999
   Issued for licensing              3,000,000            $300.00      $1,499,700.00              --        $1,500,000
June 15, 1999
   Issued for Services                  20,000              $2.00          $4,998.00              --            $5,000
June 30, 1999
   Issued for services                 250,000             $25.00         $49,975.00              --           $50,000

Net loss January 3, 1999
   to June 30, 1999                                                                          ($291,236)      ($291,236)
                                  ------------      -------------      -------------     -------------    ------------
Balance - June 30, 1999             17,597,500          $1,759.75      $2,680,240.25         ($303,033)     $2,378,967
</TABLE>



<PAGE>



                               Power Direct, Inc.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                                   FOR PERIOD
                        January 1, 1999 to June 30, 1999


<TABLE>
<CAPTION>
                                                                 June           December         December
                                                              30, 1999          31, 1998         31, 1997

<S>                                                          <C>                  <C>                 <C>
OPERATING ACTIVITIES
  Net Loss from operations                                    -291,235.79       -10,796.39            0.00
                                                            -------------      -----------      ----------

Net Cash provided by Operating Activities                     -291,235.79        10,796.99            0.00

  Increase in current asset                                    250,070.62         2,246.00            0.00
  Increase in other assets                                     453,787.70             0.00            0.00
  Increase In current liabilities                               -8,905.09        13,042.99            0.00
                                                            -------------      -----------      ----------
Net cash provided by Operating Activities                      619,690.16         2,246.00            0.00


INVESTING ACTIVITIES
  Deposit on Asset Purchase Agreement                          367,093.00             0.00            0.00
                                                            -------------      -----------      ----------
Net cash used by investing activities                          367,093.00             0.00            0.00


FINANCING ACTIVITIES
  Issuance of Capital Stock                                  1,006,000.00             0.00            0.00

Net cash provided by financing activities                      638,907.00             0.00            0.00

Net increase (decrease) in cash                                250,070.62         2,246.00            0.00
Cash and equivalents, beginning of Current Period                2,246.00             0.00            0.00
Cash and equivalents, end of Current Period                    252,316.62         2,246.00            0.00
</TABLE>



<PAGE>


                               Power Direct, Inc.
                          (A Development Stage Company)

                          NOTES TO FiNANCIAL ST4TEMENTS
                                  June 30, 1999

NOTE 1- HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized  September 13, 1993,  under the laws of the State
of Delaware,  as Power Direct, Inc. The Company currently has no operations  and
in  accordance  with SFAS #7, the  Company is  considered  a  development  stage
company.

     On September  30, 1993,  the Company  issued  1O,000 shares of its 3.01 par
value common stock for cash of $1,000.00.

     On July 30, 1998,  the State of Delaware  approved the  Company's  restated
Articles of Incorporation, which increased its capitalization from 10,000 common
shares to  25,000,000  common  shares.  The par value was  changed  from $.01 to
$.0001.

     On July 30, 1998,  the Company  forward split its common stock 200:1,  thus
increasing  the  number  of  outstanding  common  stock  shares  from  10,000 to
2,000.000 shares.

     On October 21, 1998,  the Company  forward split its common stock 3:1, thus
increasing  the number of  outstanding  common  stock  shares from  2,000,000 to
6,000,000 shares.

     On  December  16,  1998,  the Company  increased  its  capitalization  from
25,000,000 common shares to 100,000,000 common shares. The par value remained at
$0.0001.

     On January 6, 1999,  the Company  issued  600,000 shares of its $0.0001 par
value common stock for $6,000.00 in cash.

     On January 28, 1999,  the Company  issued 600,000 shares of its $0.0001 par
value common stock for services rendered in the amount $120,000.00.

     On March 31, 1999, the Company completed a Regulation D, Rule 504 offering,
issuing 7,127,500 shares of its $0.0001 par value common stock for $1,000,000.00
in cash.  These  shares were issued at varying  prices  which  reflected  market
prices at time of subscription.

     On June 15, 1999,  the Company issued  3,000,000  shares of its $0.0001 par
value  common  stock for a licensing  agreement  valued at $0.50 per share,  the
market  price at the time the  agreement  was  reached.  There  will be a future
exchange of an  additional  3,000,000  shares of common stock when the licensing
agreement is finalized.

     On June 15, 1999, the Company issued 20,000 shares of its $0.0001 par value
common stock for services rendered in the amount of $5,000.00.

<PAGE>


                               Power Direct, Inc..
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY - continued

     On June 30,  1999,  the Company  issued  250,000  shares of its $0.0001 par
value common stock for services rendered in the amount of $50,000.00.


NOTE 2- ACCOUNTING POLICIES AND PROCEDURES

     Accounting  policies  and  procedures  have not been  determined  except as
follows:

     1.   The Company uses the accrual method of accounting.

     2.   Basic earnings per share is computed using the weighted average number
          of shares of common stock outstanding. Diluted earnings per share were
          not included as the inclusion of warrants is anti-dilutive.

     3.   The Company has adopted December 31 as its fiscal year end.

     4.   The  Company  has not yet  adopted  any  policy  regarding  payment of
          dividends. No dividends have been paid since inception.

     5.   The Company has not yet adopted all accounting  pronouncements issued.
          The effect on the  financial  statements is deemed  insignificant  and
          immaterial  and  there  were  no  adjustments  made  to the  financial
          statements.

     6.   Organization costs were expensed when incurred.

     7.   The Company records its inventory at cost.

     8.   The  preparation of financial  statements in conformity with generally
          accepted accounting principles requires that management make estimates
          and  assumptions  which  affect  the  reported  amounts  of assets and
          liabilities  as at the date of the financial  statements  and revenues
          and expenses for the period  reported.  Actual results may differ from
          these estimates.

     9.   The  Company's  Statement  of Cash Flows is  reported  utilizing  cash
          (currency  on  hand  and  demand   deposits)   and  cash   equivalents
          (short-term,  highly liquid  investments).  The Company's Statement of
          Cash Flows is reported utilizing the indirect method of reporting cash
          flows.



<PAGE>


                               Power Direct, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANC1AL STATEMENTS
                                  June 30, 1999


NOTE 2- ACCOUNTING POLICIES AND PROCEDURES - continued

     10.  The cost of plant and  equipment  is  depreciated  over the  estimated
          useful life of the  equipment  utilizing the  straight-line  method of
          depreciation.  The amount of depreciation  recorded during this period
          was $0.00.

     11.  Power Direct,  Inc.  purchased a majority interest in  Cardstakes.com.
          The  Company  has  accounted  for  the  business   combination   as  a
          consolidation. All Intercompany eliminations have been made.

     12.  The Company has incurred  costs as part of web site  development.  The
          costs of the web  site  will be  amortized  over 60  months,  once the
          development is complete and in operation.

     13.  The Company has experienced  losses since its inception  September 13,
          1993 (Date of inception) to June 30, 1999. The Company will review its
          need for a  provision  for  federal  income tax after  each  operating
          quarter and each period for which a statement of operations is issued.
          There has not been an deferred tax benefits recorded as management has
          deemed it less  than  likely  that the net  operating  losses  will be
          utilized. The net operating loss carryforwards will begin to expire in
          2008.

     14.  The company has purchased interests in Vetizontal,  Rising Phoenix and
          LANSource. Investments in both Vetizontal and Rising Phoenix have been
          recorded  utilizing  the  equity  method of  accounting.  The  Company
          alleges  that  LANSource  breached the  agreement  and is currently in
          negotiations to settle the alleged breach.


NOTE 3--GOING CONCERN

     The  Company's  financial  statements  are  prepared  using  the  generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  However,  the  Company  has no  current  source of  revenue.  Without
realization  of  additional  capital or  revenues,  it would be unlikely for the
Company  to  continue  as a  going  concern.  It is  management's  plan  to seek
additional capital through a merger with an existing operating company.



<PAGE>


                               Power Direct, Inc.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999

NOTE 4 - RELATED PARTY TRANSACTION

     The  Company  neither  owns nor leases any real or personal  property.  The
officers and directors of the Company are involved in other business  activities
and may, in the future,  become involved in other business  opportunities.  If a
specific  business  opportunity  becomes  available,  such  persons  may  face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.


NOTE 5- WARRANTS AND OPTIONS

     On April 30, 1999,  the Company issued  warrants to Yenn Asset  Investments
Inc. as part of a Regulation S Offering.  At June 30, 1999, there were 1,100,000
of these warrants outstanding. The warrants may be exercised one warrant for one
share of the Company's common stock at $0.30 per share.

     The company has option agreements with the following individuals.

           May Joan Liu            600,000
           R. Angelo Holmes        300,000
           Jack Sha                300,000
           Ferdinand Marehard       50,000

     These options may be exercised at one option for one share of the Company's
common  stock and at $0.25 per share.  These  options  will  expire of their own
accord eighteen months from date of issue or on October 22, 2000.

     The  Company  following  the  guidelines  of the fair value  method did not
record any compensation  expense at the issue of these options. The options were
not issued under a formal or informal  compensation  package or  agreement.  The
options  were  issued by a  development  stage  company  which  exhibits  a high
volatility  factor exhibited by the fluctuation in the market prices both before
and since the  grant  date.  There are no  expected  dividends  in the  exercise
period.  The  options are not  dependent  on  performance  by the holders of the
options.

     If the  Company  had  recorded  compensation  expense,  the net  loss  from
inception would have increased from ($303,033) to ($691,783).


NOTE 6- LONG TERM COMMITMENTS

     The Company does not have any long-term rental  agreements nor does it have
and long term debt obligations.


<PAGE>




Item 2. Management's Discussion and Analysis or Plan of Operation

Business  of  the  Registrant.   Power  Direct,   Inc.  (the  "Registrant")  was
incorporated  in the State of Delaware on September 13, 1993,  and maintains its
principal executive offices at 1288 Alberni Street, Suite 806, Vancouver, BC V6E
4N5. The Registrant's  offices in the United States are located at 4291 Meridian
Street, Suite 29, Bellingham, WA 98226.

For purposes of  clarification,  anytime that "US$" appears in this Registration
Statement,  it means  the  currency  of the  United  States of  America,  unless
otherwise stated.  Anytime that "CDN$" appears, it means the currency of Canada,
in Canadian dollars.

The Registrant was inactive from September 13, 1993,  through  November 1, 1998.
In  November  1998 the  Registrant  began the process of  identifying  available
interests in oil and natural gas producing properties.  On January 15, 1999, the
Registrant entered into a letter of intent with Rising Phoenix Development Group
Ltd., a Canadian  corporation,  located in Vancouver,  British Columbia,  Canada
("Rising Phoenix"), to acquire all the assets of Rising Phoenix,  including that
corporation's  interest in the oil and natural gas rights on 6,360 acres located
in the Powder River Basin of eastern  Wyoming  (the  "Wyoming  Property").  That
letter of intent  specifies that the Registrant  must,  among other things,  pay
Rising Phoenix  seventy-five  thousand dollars  (US$75,000) and, further,  issue
3,800,000  shares  of its  common  stock  to  Rising  Phoenix  to  complete  the
acquisition of the assets of Rising Phoenix.  The letter of intent also provides
that the  Registrant  will  appoint no more than  three  directors  from  Rising
Phoenix's  board  of  directors  to the  Registrant's  board of  directors.  The
Registrant  paid Rising  Phoenix a prepayment  advance of  Twenty-Five  Thousand
Dollars  (US$25,000)  on January 27, 1999.  On or about  February 24, 1999,  the
Registrant  made a second  prepayment  advance to Rising Phoenix of Ten Thousand
Dollars  (US$10,000).  On or about March 29, 1999, the Registrant made the third
repayment  advance of Ten  Thousand  Dollars  (US$10,000).  On or about April 7,
1999, the fourth prepayment advance of Ten Thousand Dollars (US$10,000) was made
by the Registrant. The Registrant made the fifth payment of Ten Thousand Dollars
(US$10,000)  and the final  payment of Ten Thousand  Dollars  (US$10,000)  on or
about April 26, 1999, and on or about May 26, 1999, respectively. The Registrant
has not  transferred  any of its common stock to Rising Phoenix to complete this
transaction.  According to the letter of intent, the Registrant is to assume all
of Rising Phoenix's financial obligations  pertaining to the Wyoming Property as
of January 31, 1999.  In return,  Rising  Phoenix  agreed to deliver the Wyoming
Property in good title and assign to the Registrant its joint venture  agreement
with Derek Resources  Corporation  ("Derek  Resources").  Pursuant to that joint
venture  agreement,  Derek Resources  agreed to provide up to a maximum of Three
Million Five Hundred  Thousand  Dollars  (US$3,500,000)  of  improvements  on or
before December 31, 2000, on the Wyoming  Property in exchange for a 75% working
interest in the  Wyoming  Property.  The  Registrant  anticipates  that the site
construction  will commence  sometime early in the year 2000.  Negotiations have
begun with  Bateman  Engineering,  Inc.  and its  associate  company,  Silvertip
Project Partners, Inc., to provide development,  financing and construction of a
pilot production facility. If Derek Resources successfully meets its obligations
under  the  joint  venture  agreement,  the  Registrant  will own a 25%  working
interest  in the  Wyoming  Property.  If  Derek  Resources  fails  to  meet  its
obligations under the joint venture agreement, the Registrant will obtain a 100%
working  interest in the Wyoming  Property,  including  all of the  improvements
financed  by Derek  Resources.  There are no proven oil or gas  reserves  on the
Wyoming Property.

On  January  26,  1999,  the  Registrant  signed  a  letter  of  agreement  with
Vertizontal Energy Resources Inc., formerly I.T.A. Enterprises, Inc. ("I.T.A."),
a Canadian  company,  to acquire and own a 42% working interest in a natural gas
project  in west  central  Alberta  (the  "Alberta  Property").  This  letter of
agreement  requires  the  Registrant  to  provide  42%  of  the  costs  for  the
three-phase  project,  which are  estimated in the letter of agreement to be Two
Hundred Thousand Dollars (CDN$200,000).  As of June 10, 1999, the Registrant had
advanced  I.T.A.  a total of Twenty  Thousand Three Hundred Ninety Three Dollars
(US$20,393)  toward the Alberta Property project.  The working interest acquired
will be  subject to a 10% gross  overriding  royalty  (that is,  4.2% of the 42%
working interest shall be payable


                                       2
<PAGE>


directly to Nicholas Baiton,  the royalty  holder).  To date, the Registrant has
paid a deposit of eight  thousand  four hundred  dollars  (CDN$8,400)  to I.T.A.
pursuant to the terms of the agreement.  It was agreed  between  I.T.A.  and the
Registrant  that the $8,400 deposit would be used for prospect fees and that the
Registrant  will receive a refund of any unused portion of that deposit.  Within
ten  (10)  days of  I.T.A.  providing  the  Registrant  with an  "Authority  for
Expenditures"  and a cash  call for  Phases I and II of the  development  of the
Alberta  Property,  the  Registrant  will be  required to advance  seventy  five
thousand six hundred dollars (CDN$75,600) to I.T.A., representing the balance of
the Registrant's 42% of the estimated costs.  There can be no assurance that the
Registrant will have  sufficient  funds available to meet this obligation in the
time frame  required by the letter of agreement.  There are no proven oil or gas
reserves on the Alberta Property.

Plan of Operation-Alberta  Property. The Registrant anticipates that the Alberta
Property will produce mainly  methane gas. The projected  timetable for start-up
of production on the Alberta Property is as follows: (1) In or around September,
1999, the Registrant  anticipates that Liberty Oil & Gas Ltd.  ("Liberty"),  the
company that will be operating the Alberta Property project, will receive a well
license; (2) In or around October,  1999, the testing and evaluation of the well
will be completed;  (3) Also in or around October, 1999, Liberty will design and
license  production  facilities;  (4) In or around November or December of 1999,
Liberty  expects to procure and  install  production  facilities;  and (5) In or
around  the first  quarter  of 2000,  gas  production  is  slated to begin.  The
Registrant will have a working interest in the Alberta Property but Liberty will
physically  operate the facility.  The Alberta  Property does not contain proved
oil or gas reserves at this time.

Plan of Operation-Wyoming  Property. The Registrant anticipates that the Wyoming
Property  will produce  mainly oil. As  discussed  earlier,  Derek  Resources is
solely responsible for the capital expenditures on the Wyoming Property. At this
time, the Registrant cannot guarantee or predict the timetable for completion of
the  material  steps to get the Wyoming  Property  producing  oil. As  discussed
earlier,  Derek  Resources  has until  December  31, 2000 to meet its  financial
obligations.  The Registrant  anticipates that if the Wyoming Property  produces
oil, it will be sometime before December 31, 2000. The Wyoming Property does not
contain proved oil and gas reserves at this time.

Marketing.  The Registrant anticipates any future production will be marketed to
third parties consistent with industry practices.  Typically, oil is sold at the
wellhead at field-posted prices plus a bonus and natural gas is sold by contract
at a negotiated  price based upon factors  normally  considered in the industry,
such as  distance  from  the  well to the  pipeline,  well  pressure,  estimated
reserves,  quality of natural gas and prevailing supply/demand  conditions.  The
Registrant's  marketing  objective is to receive the highest  possible  wellhead
price for its  product.  There are a variety of factors  which affect the market
for oil and natural gas, including the extent of domestic production and imports
of oil and natural gas, the  proximity and capacity of natural gas pipelines and
other transportation  facilities,  demand for oil and natural gas, the marketing
of competitive fuels and the effects of state and federal regulations on oil and
natural gas production and sales. The Registrant does not anticipate significant
difficulties  in marketing the oil and natural gas it eventually  produces.  The
oil and natural gas industry also  competes  with other  industries in supplying
the  energy and fuel  requirements  of  industrial,  commercial  and  individual
customers.  The  availability  of a ready  market for the  Registrant's  oil and
natural gas production depends on the proximity of reserves to, and the capacity
of, oil and natural gas  gathering  systems,  pipelines and trucking or terminal
facilities.  The Registrant anticipates that it will deliver natural gas through
gas gathering  systems and gas pipelines that it does not own. Federal and state
regulation of natural gas and oil production and transportation,  tax and energy
policies, changes in supply and demand and general economic conditions all could
adversely  affect the  Registrant's  ability  to produce  and market its oil and
natural gas. The  Registrant  anticipates  it will take the  necessary  steps to
attempt to control price risk. Even if the Registrant takes the proper steps, it
will  remain  subject to price  fluctuations  for  natural  gas sold in the spot
market due  primarily  to  seasonality  of demand and other  factors  beyond the
Registrant's control. Domestic oil prices generally follow worldwide oil prices,
which are subject to price  fluctuations  resulting from changes in world supply
and demand.  The Registrant  believes that it will be able to reduce these risks
by entering into, and expects to enter into, hedge transactions in future years.

On February 15, 1999,  the  Registrant  signed a letter of intent to acquire and
own up to a 51% ownership interest in LANSource  Technologies,  Inc., a Canadian
company  ("LANSource").  LANSource is a developer of fax and data communications
software.  LANSource's primary products are WINport, a modem-sharing application
and FAXport, a


                                       3
<PAGE>


group of software  products  which allows  users to send and receive  faxes from
their desktop  computer or through their e-mail system.  WINport,  FAXport,  and
other LANSource products are distributed through Tech Data US, Tech Data Canada,
Ingram Micro  Canada,  Ingram USA,  Ingram UK,  Ingram  Italy,  EMJ Date Systems
Canada, EMJ USA, Merisel US and Micro Central. WINport is currently available in
12 languages and is distributed worldwide.  In order to purchase the first 12.5%
ownership  interest in  LANSource,  the  Registrant  was required to make, on or
before March 1, 1999, a total  non-refundable  deposit of three hundred thousand
dollars  (CDN$300,000),  which  payment  was  timely  made to  LANSource  by the
Registrant. The letter of intent contemplated that, on or before March 31, 1999,
the  Registrant  and  LANSource  would  enter  into a formal  Purchase  and Sale
Agreement.  Upon  the  execution  of that  agreement,  the  Registrant  would be
required to make an additional  non-refundable  deposit of two hundred  thousand
dollars  (CDN$200,000).  The letter of intent also stated that in the event that
the parties,  for whatever reason, were unable to finalize the Purchase and Sale
Agreement by March 31, 1999, than the whole  transaction  between the Registrant
and LANSource  would be considered null and void and LANSource would be entitled
to retain all  deposits.  Because of delays by LANSource in preparing the formal
Purchase and Sale  Agreement,  as of April 8, 1999, the Registrant and LANSource
had not finalized a formal agreement. On or about April 15, 1999, a Statement of
Claim,  on behalf of the Company as Plaintiff,  was issued by the Ontario Court,
General  Division.  Also on or about April 15, 1999, that Statement of Claim was
served on Defendant LANSource. As described in Item 1, LANSource and the Company
entered  into a letter  agreement  whereby  the  Company was to purchase a 12.5%
interest in LANSource with an option to purchase an additional 38.5% interest. A
formal  agreement  was to be finalized  on or before March 31, 1999.  The letter
agreement  provided that in the event a formal  agreement was not consummated by
March 31, 1999, the letter  agreement would be null and void and LANSource would
be  permitted to retain all deposits  made by the Company.  The Company  alleges
that  LANSource  agreed that its counsel  would draft the final  agreement in an
expeditious  manner.  The Company further alleges that counsel for LANSource did
not  produce  an  agreement  for review by the  Company  until  March 25,  1999.
Moreover,  the Company alleges that,  prior to its receipt of the proposed final
agreement from counsel for LANSource,  the proposed  agreement had not been read
or  approved  by  LANSource,  the  agreement  was  incomplete  and  in  need  of
substantial  revisions,  and that LANSource  failed and neglected to provide the
essential  information  necessary for a meaningful  review of the proposed final
agreement.

The Company has alleged that it has been damaged in the amount of  $1,000,000 in
that LANSource  breached its agreement with the Company,  breached its fiduciary
duty to the Company and breached its duty of good faith. In the alternative, the
Company has asked that the Court  either:  (i) compel  LANSource  to perform its
obligations  under the agreement;  (ii) order  LANSource to pay into the Court a
total of  $300,000  representing  the  deposit  money paid to  LANSource  by the
Company,  declare  that the  agreement  between  the Company  and  LANSource  is
rescinded and return the deposit  amount to the Company;  declare that LANSource
has  breached the  agreement  and proceed to trial to  determine  the  Company's
damages;  or issue an order  requiring  LANSource to disgorge to the Company any
and all profits  earned by  LANSource as a result of its breach.  Moreover,  the
Company has alleged punitive damages in the amount of $100,000. While the action
is pending,  the Company has asked the Ontario Court to enjoin  LANSource  from:
(i)  transferring  or disposing of, in any manner,  its assets;  (ii)  borrowing
funds  except in the usual  course of  business;  (iii)  granting  any  license,
franchise  or similar  arrangement  to any person  relating to its  intellectual
property or potential  intellectual  property;  (iv)  issuing,  distributing  or
transferring  in any way  shares,  warrants,  options or other  securities;  (v)
redeeming or purchasing any of the company's shares;  (vi) taking or instituting
proceedings  to alter its  corporate  structure in any way;  (vii)  amending its
Bylaws,  Articles  or any  material  agreements;  or  (viii)  taking  action  to
materially  change the nature of its business in any way.  The Company  plans to
vigorously prosecute its claim against LANSource.

On or  about  June 18,  1999,  the  Registrant  entered  into an Asset  Purchase
Agreement ("J&S Agreement") with J&S Overseas Holdings,  of Grand Cayman, Cayman
Islands ("J&S Overseas").  Pursuant to the J&S Agreement,  the Registrant agreed
to  purchase  from  J&S  Overseas,  and J&S  Overseas  agreed  to  sell,  an URL
registered as  "CardStakes.com".  In exchange for the URL, the Registrant agreed
to pay  US$240,000  and grant to J&S Overseas  the rights to purchase  1,000,000
shares of the  Registrant's  $.0001 par value  common  stock.  These  rights are
exercisable at a purchase price of US$0.30 per share,  and all shares  purchased
will be "restricted  securities"  subject to the  limitations  and  restrictions
regarding  resale and  distribution  specified by Rule 144. As of June 30, 1999,
The Registrant had met all of its financial obligations under the J&S Agreement.


                                       4
<PAGE>


Business of Registrant's Subsidiary. On February 19, 1999, the Registrant caused
PDTech.com,  a  Nevada  corporation,  to  be  formed  as  a  subsidiary  of  the
Registrant.   On  or  about  June  8,  1999,  PDTech.com  changed  its  name  to
CardStakes.com.  The Registrant  anticipates that  CardStakes.com will invest in
Internet  companies and related  technology,  and further  anticipates  that the
Registrant's  interest in  LANSource,  when and if acquired as specified  below,
will be transferred to this new subsidiary.

On or about April 28, 1999,  the Registrant  entered into a licensing  agreement
("Compte  Agreement")  with Compte De Sierge  Accomodative  Corp., a corporation
incorporated  in Panama  City,  Panama  ("Compte De  Sierge").  Compte De Sierge
worked in association with a group of programmers doing business as E-Card.  The
Compte Agreement  specifies,  among other things,  that the Registrant will have
the worldwide right to utilize and commercially exploit certain software systems
and related  proprietary  technology  relating to the  operation of the Greeting
Card Lotto,  hereinafter  referred to as  "CardStakes.com".  The  CardStakes.com
technology  was developed and designed by Mr. Conrado  Beckerman,  a director of
Compte  De  Sierge,   and  a  team  of  programmers  hired  by   CardStakes.com.
CardStakes.com has not produced any historical revenue upon which an estimate of
potential revenue can be determined.

The Compte  Agreement also provides for three equal cash payments of CDN$100,000
to Compte by the  Registrant  as partial  consideration  pursuant  to the Compte
Agreement.  The  first  such  payment  was  due  upon  execution  of the  Compte
Agreement;  the second  payment  is due upon  completion  of the first  phase of
testing;  and the third  payment is due upon  completion  of the second phase of
testing.  The Compte  Agreement  also provides that the  Registrant  shall issue
6,000,000  shares of its $.0001 par value common stock in two separate  issuance
transactions,  each of 3,000,000  shares.  All such shares shall be  "restricted
shares"  subject  to the  limitations  and  restrictions  regarding  resale  and
distribution  specified  by Rule  144.  The  first  issuance  was to occur  upon
execution of the Compte Agreement,  and the second issuance shall occur upon the
commencement  of  operations  of  CardStakes.com,  as  specified  in the  Compte
Agreement.  As of May 13, 1999, the Registrant had paid  CDN$100,000  and issued
3,000,000  shares of the  Registrant's  $.0001 par value common stock as per the
Compte  Agreement.  On July 6, 1999,  with the  completion of the first phase of
testing,  the Registrant made the second payment of CDN$100,000  pursuant to the
Compte Agreement.  As of June 30, 1999, the second phase of testing had not been
completed.  As such,  the Registrant had not yet paid Compte De Sierge the third
CDN$100,000 installment or issued the final 3,000,000 shares. On or about August
16, 1999,  with the  completion of the second phase of testing,  the  Registrant
requested that Compte De Sierge provide the Registrant with duplicate  copies of
all Compact  Discs and files  necessary  for the  operation  of  CardStakes.com.
E-Card had custody and control of those items  requested by Power Direct.  On or
about August 23, 1999, Compte De Sierge denied the Registrant's  request stating
that a conflict  among its  programmers  and E-Card  prevented  delivery of such
items.  This  denial  by  Compte  De  Sierge  effectively  negated  any  and all
contractual  obligations the Registrant had to Compte De Sierge under the Compte
Agreement.  On or about  August 30, 1999, a meeting  between the  principals  of
Compte De Sierge and the Registrant was held, whereby Compte De Sierge agreed to
discontinue any further association or involvement with E-Card. Compte De Sierge
also  agreed to retain new  programmers.  Compte De Sierge also agreed to revise
and amend the April 28, 1999  agreement to reflect the above  change.  Compte De
Sierge and the  Registrant  agreed to change the title of the  agreement  to the
"Proprietary  Technology Usage - License Agreement".  As of June 30, 1999, Power
Direct  has  met  all of  its  financial  obligations  pursuant  to  the  Compte
Agreement.  Except for the  contractual  relationship  between  Power Direct and
Compte  De Sierge  memorialized  in the  Compte  Agreement,  and the  consulting
services  provided  to  CardStakes.com  by Mr.  Beckerman,  there  are no  other
affiliations or relationships between either the Registrant and Compte De Sierge
or CardStakes.com and Compte De Sierge.

On or about May 5, 1999, the  Registrant  agreed to enter into an Asset Purchase
Agreement ("On-line  Agreement") with On-line Asset Courtesy Inc., a corporation
incorporated  in  Panama  City,  Panama  ("On-line").  Pursuant  to the  On-line
Agreement, The Registrant agreed to purchase from On-Line, and On-line agreed to
sell, an Universal Resource Locator (URL) registered as "GREETINGCARDLOTTO.COM",
as well as associated URLs registered as "E-CARDLOTTO.COM"  and "CARDLOTTO.COM".
An URL is the address of a page on the World Wide Web. Every web page has an URL
that  identifies it uniquely,  and which  provides  enough  information  for any
computer  connected  to the Internet to locate it. In exchange for the three (3)
URL's, the Registrant agreed to issue to On-line 2,000,000  warrants to purchase
the  Registrant's  $.0001 par value common stock at a purchase  price of US$0.25
per share.  The warrants  were to be  exercisable  for a period of two (2) years
from the date of issuance and all common stock purchased pursuant to those


                                       5
<PAGE>


warrants  will  be  "restricted  securities"  subject  to  the  limitations  and
restrictions  regarding resale and distribution  specified by Rule 144. However,
because the On-line  Agreement was never executed by all parties,  the 2,000,000
warrants were never issued,  and the On-Line never  delivered the right to the 3
URL's.  The Registrant and On-line have since mutually agreed to terminate their
relationship   due  to  On-line's   nonperformance.   Except  for  the  proposed
contractual  relationship between the Registrant and On-line, there are no other
relationships  or  affiliations  between  either the  Registrant  and On-line or
CardStakes.com and On-line.

The Compte Agreement provides that the Registrant may grant sublicenses to third
parties on terms  agreeable to Compte De Sierge with respect to the  proprietary
technology.  On or about June 15, 1999, CardStakes.com became such a third party
licensee. On or about that date, the Registrant and CardStakes.com  entered into
a licensing  agreement whereby  CardStakes.com  acquired 51% of the Registrant's
rights,  title and  interest  under the  Compte  Agreement.  The  result is that
CardStakes.com  has the  right  to  utilize  and  commercially  exploit  certain
software and related proprietary  technology allowing for the marketing and sale
of greeting  cards over the  Internet.  The  technology  licensed from Compte De
Sierge  also  allows  CardStakes.com  to conduct a scratch  and win  whereby the
winners are awarded cash prizes and  coupons.  In exchange for the rights in the
Compte Agreement,  CardStakes.com  issued to the Registrant  9,106,123 shares of
CardStakes.com's   $.0001  par  value   common   stock.   The   Registrant   and
CardStakes.com  valued  those  assets at  $1,470,000  based on the  Registrant's
historical cost basis.  Any and all assets acquired by  CardStakes.com  from the
Registrant  will be recorded in  CardStakes.com's  financial  statements  at the
Registrant's historical cost basis.

The URL,  Cardstakes.com  (http://www.cardstakes.com),  is a  website  featuring
electronic  greeting cards and retail merchandise link. The electronic  Greeting
Card is sent to the  recipient  via  e-mail  enabling  the  recipient  to play a
"Scratch and Win" ticket for cash,  prizes and coupons.  The retail  merchandise
links allow the sender to purchase a gift if the sender so desires.

Liquidity.  The  Registrant  had cash  resources of  US$2,246.00 at December 31,
1998. At June 30, 1999, the Registrant had cash resources of US$212,995.62.  The
influx of cash for the period ended June 30, 1999,  resulted  primarily from the
Registrant's  sale of its $.0001 par value common stock.  At June 30, 1999,  the
Registrant  had  total  current  assets  of  US$252,316.62   and  total  current
liabilities of  US$4,137.10.  At June 30, 1999,  total current  assets  exceeded
total current liabilities by US$248,179.52.  The cash and equivalents constitute
the  Registrant's  present  internal  sources of liquidity.  Because neither the
Registrant nor its  subsidiaries  are generating any significant  revenues,  the
Registrant's only external source of liquidity is the sale of its capital stock.

Results of  Operations.  The  Registrant  has not yet realized  any  significant
revenue from operations,  nor does it expect to in the foreseeable  future. Loss
from operations  increased from $0.00 in 1997 to US$10,796.99 in 1998 due to the
Registrant's  renewed activities in locating and evaluating suitable gas and oil
leases and the general, selling, and administrative amortization of organization
costs. For the six months ended June 30, 1999, the Registrant  experienced a net
loss of US$291,235.79  which resulted primarily as a result of selling,  general
and administrative expenses and commissions.

The Registrant may require additional cash to implement its business strategies,
including cash for (i) payment of increased  operating expenses and (ii) further
implementation of those business strategies. No assurance can be given, however,
that the Registrant  will have access to the capital  markets in the future,  or
that  financing  will be  available  on  acceptable  terms to  satisfy  the cash
requirements  of the  Registrant  to  implement  its  business  strategies.  The
inability of the Registrant to access the capital  markets or obtain  acceptable
financing could have a material  adverse effect on the results of operations and
financial conditions of the Registrant.

The  Registrant's  forecast of the period of time  through  which its  financial
resources  will be  adequate  to support  its  operations  is a  forward-looking
statement that involves risks and  uncertainties,  and actual results could vary
as a result of a number of factors.

The Registrant  anticipates that it will need to raise additional capital within
the next 12 months in order to  develop,  promote,  produce and  distribute  its
proposed  products.  Such  additional  capital may be raised through  additional
public


                                       6
<PAGE>


or private financings,  as well as borrowings and other resources. To the extent
that additional  capital is raised through the sale of equity or  equity-related
securities,  the  issuance of such  securities  could  result in dilution of the
Registrant's  stockholders.  There can be no assurance that  additional  funding
will be  available  on  favorable  terms,  if at all. If adequate  funds are not
available  within the next 12 months,  the Registrant may be required to curtail
its  operations   significantly   or  to  obtain  funds  through  entering  into
arrangements  with  collaborative  partners  or  others  that  may  require  the
Registrant to relinquish  rights to certain of its products that the  Registrant
would not otherwise relinquish.

The Registrant does not anticipate any material  expenditures within the next 12
months.  The  Registrant  does  not  anticipate  any  significant  research  and
development within the next 12 months,  nor does the Registrant  anticipate that
it will lease or purchase any significant  equipment  within the next 12 months.
The  Registrant  does not  anticipate a significant  change in the number of its
employees within the next 12 months.

The  Registrant  anticipates  that it will begin to  realize a positive  revenue
stream  beginning  in or about the second  quarter  of 2000,  as a result of the
activities of its subsidiary, CardStakes.com, Inc. Specifically, the Registrant,
as a holder of 59% of  CardStakes.com's  issued and outstanding stock,  believes
that  CardStakes.com,  Inc.'s  greeting  card/scratch  and win business,  having
recently completed its beta testing, will generate a positive revenue stream for
the Registrant.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

None


                                       7
<PAGE>


                                   SIGNATURES

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 thereunto duly authorized.

Dated:   February 16, 2000                      POWER DIRECT, INC.


                                                By:  /s/ Jack Sha
                                                     -------------------------
                                                     Jack Sha
                                                Its: President