<PAGE>
           POWER PLUS CORPORATION

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

/X/  Quarterly report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the quarterly period ended 30 APRIL 1997 ("QUARTER 1 OF FISCAL 1998"),
     or

/ /  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the Transition period from            to           .
                                    ----------    ----------

       Commission file number   0-18163    EDGAR Filing Number      000-18163
       CUSIP number           738908102    SEDAR Project Number      00004997

                            POWER PLUS CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             (the "REGISTRANT", or the "COMPANY", or "POWER PLUS")


         PROVINCE OF ALBERTA, CANADA                       52-1976897
         (STATE OR OTHER JURISDICTION                (I.R.S. EMPLOYER
         OF INCORPORATION)                      IDENTIFICATION NUMBER)
 
         7850 WOODBINE AVENUE, SUITE 201,
         MARKHAM, ONTARIO, CANADA                              L3R 0B9
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)        (POSTAL CODE)
 
         905-479-5683 
         800-769-3733                                     905-479-8911
         (TELEPHONE NUMBERS)                              (FAX NUMBER)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or Section 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.  Yes  X   No   
                                                                 -----   -----

    As of 18 July 1997 there were 7,620,730 Common Shares of the 
Registrant's Common Stock outstanding. (Please refer to Item 2. MANAGEMENT'S 
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
concerning the reorganization and consolidation of the Company's stock on the 
basis of 20 to 1.) 

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                          PAGE 2

                                FORM 10-Q INDEX

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Interim Financial Statements                             3
        Consolidated Statement of Operations -
           Three-months and year to date periods ended 30 April 1997 
           and 1996

        Consolidated Balance Sheet - 30 April 1997 and 31 January 1997
        Consolidated Statement of Changes in Financial Position -
           Three-months and year to date periods ended 30 April 1997 
           and 1996
        Notes to Consolidated Financial Statements

Item 2. Management's Discussion and Analysis of                               8
           Financial Condition and Results of Operations


PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                    16
Item 2. Changes in Securities                                                16
Item 3. Defaults Upon Senior Securities                                      16
Item 4. Submission of Matters to a Vote of Security Holders                  16
Item 5. Other Information                                                    16
Item 6. Exhibits and Reports on Form 8-K                                     16

Signature                                                                    17

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                          PAGE 3

                        PART I - FINANCIAL INFORMATION

The Company prepares its consolidated financial statements in Canadian 
Dollars. In this report all references to "$" are to Canadian Dollars, unless 
otherwise noted.

                                EXCHANGE RATES

Based on the noon buying rates for cable transfers in New York City, 
certified for customs purposes by the Federal Reserve Bank of New York, the 
exchange rate on 18 July 1997 was C$1.00 = US$1.37.

ITEM 1.  INTERIM FINANCIAL STATEMENTS

                                 FIRST QUARTER
                         (period ended 30 April 1997)
                                  FISCAL 1998

CONSOLIDATED STATEMENT OF OPERATIONS, (unaudited)

<TABLE>
<CAPTION>
                                                        THREE-MONTH AND YEAR TO DATE
                                                            PERIOD ENDED 30 APRIL
                                                        ----------------------------
(AMOUNTS ARE EXPRESSED IN CANADIAN DOLLARS)                  1997          1996
                                                             ----          ----
<S>                                                      <C>            <C>
SALES                                                    $ 2,739,518    $   14,782
Cost of Sales                                              1,327,332         6,235
                                                         ----------     ----------
GROSS PROFIT                                               1,412,186         8,547
EXPENSES
   Operating and administration                            3,715,268        469,975
   Amortization                                              312,874         15,739
                                                         ----------     ----------
(LOSS) FOR PERIOD                                         (2,615,956)      (477,167)
DEFICIT, BEGINNING OF PERIOD - SEE  NOTE 4                 5,070,259     26,193,657
                                                         ----------     ----------
DEFICIT, END OF PERIOD                                   $ 7,686,215    $26,670,824
                                                         ----------     ----------
                                                         ----------     ----------
LOSS PER SHARE - SEE  NOTE 5                                  $(0.46)        $(0.24)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING       5,722,345      1,951,432
</TABLE>

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                          PAGE 4
CONSOLIDATED BALANCE SHEET, AS AT

<TABLE>
<CAPTION>
(AMOUNTS ARE EXPRESSED IN CANADIAN DOLLARS)                   30 APRIL 1997   31 January 1997
                                                              -------------   ---------------
                                                               (unaudited)         (audited)
<S>                                                           <C>             <C>
                           ASSETS 
Current Assets
   Cash and cash equivalents                                   $ 1,749,493       $ 4,341,243
   Accounts receivable                                             367,170           202,319
   Inventory                                                     2,651,929         1,809,529
   Prepaid expenses                                                678,039           395,849
                                                               -----------       -----------
                                                                 5,446,631         6,748,940
 
Capital assets, net                                              3,620,755         2,652,157
Deferred charges, net                                              659,532           705,120
Other assets, net                                                  898,592           937,637
                                                               -----------       -----------
                                                               $10,625,510       $11,043,854
                                                               -----------       -----------
                                                               -----------       -----------
                        LIABILITIES 
 
Current Liabilities 
   Accounts payable and accrued liabilities                    $ 2,722,177       $ 2,715,813
   Short-term notes payable  - SEE NOTE 6                        2,000,000                 0
                                                               -----------       -----------
                                                                 4,722,177         2,715,813
 
Special Notes  - SEE NOTE 7                                      4,810,000         4,740,000
                                                               -----------       -----------
                                                                 9,532,177         7,455,813
                                                               -----------       -----------
 
                    SHAREHOLDERS' EQUITY 
 
Share capital and warrants                                       7,519,548         7,398,300
Convertible component of Special Notes                           1,400,000         1,400,000
Deficit                                                         (7,826,215)       (5,210,259)
                                                               -----------       -----------
                                                                 1,093,333         3,588,041
                                                               -----------       -----------
                                                               $10,625,510       $11,043,854
                                                               -----------       -----------
                                                               -----------       -----------
</TABLE>

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                          PAGE 5

CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION (unaudited)

<TABLE>
<CAPTION>

(AMOUNTS ARE EXPRESSED IN CANADIAN DOLLARS)                   THREE-MONTH AND YEAR TO DATE
                                                                  PERIOD ENDED 30 APRIL
                                                                  ---------------------
                                                                  1997               1996
                                                                  ----               ----
<S>                                                            <C>                <C>
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 
 
    (Loss) for period                                          $(2,615,955)       $ (477,167)
    Items not affecting cash 
      Amortization                                                 312,874            15,739
                                                               -----------        ----------
                                                                (2,303,081)         (461,428)
 
    CHANGES IN NON CASH OPERATING ITEMS 
 
      Accounts receivable                                         (164,852)                0
      Inventory                                                   (842,400)          (99,993)
      Prepaid expenses                                            (282,190)                0
      Accounts payable and accrued liabilities                       6,364           (77,911)
                                                               -----------        ----------
                                                                (3,586,159)         (639,332)
                                                               -----------        ----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 
 
    Issue of common shares and warrants                            121,248         2,750,000
    Short-term notes payable                                     2,000,000                 0
    Issue of Special Notes                                               0                 0
                                                               -----------        ----------
                                                                 2,121,248         2,750,000
                                                               -----------        ----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 
 
    Purchase of capital assets                                  (1,126,839)          (66,034)
    Increase in deferred charges                                         0          (340,000)
    Purchase of other assets                                             0          (175,500)
                                                               -----------        ----------
                                                                (1,126,839)         (581,534)
                                                               -----------        ----------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS DURING PERIOD       (2,591,750)        1,529,134
 
Cash and cash equivalents, beginning of period                   4,341,243             1,288
                                                               -----------        ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                       $ 1,749,493        $1,530,422
                                                               -----------        ----------
                                                               -----------        ----------
</TABLE>

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                          PAGE 6

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1:   The Consolidated Financial Statements are for the 
          three-month period ended 30 April 1997 pertaining to the current 
          fiscal year ending 31 January 1998 ("Fiscal 1998"), and the 
          three-month period ended 30 April 1996 pertaining to the fiscal year 
          ended 31 January 1997 ("Fiscal 1997"), and include the results of 
          operations of Power Plus Corporation and its wholly-owned 
          subsidiaries Power Plus USA, Inc., Power Plus Canada, Inc. and First 
          Olympia Holdings Inc. (collectively, the "Company").

NOTE 2:   During Fiscal 1997, management developed a reorganization 
          plan with the intent of rebuilding operations, including a financing 
          plan and statutory Plan of Arrangement (collectively, the 
          "Reorganization Plan"), which received the requisite approvals from 
          the shareholders, regulators and court and is now being implemented. 
          Accordingly, the comparative results of operations for last year 
          were presented on the basis that the Company had recommenced 
          operations although it only operated one store for the first half of 
          Fiscal 1997.  (See Item 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS 
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS herein.) 

NOTE 3:   In the opinion of management, the Consolidated Balance 
          Sheet as at 30 April 1997 and the Consolidated Statements of 
          Operations and Changes in Financial Position for the three-month 
          periods ended 30 April 1997 and 1996, include all adjustments 
          necessary for a fair presentation of such financial statements.  
          Such adjustments consisted only of normal recurring items. The 
          preparation of financial statements in conformity with generally 
          accepted accounting principles requires management to make estimates 
          and assumptions that affect the reported amounts of assets and 
          liabilities at the date of the financial statements and the reported 
          amounts of revenues and expenses during the reporting period. Actual 
          results could differ from those estimated. Interim results are not 
          necessarily indicative of results for a full year.

          The Consolidated Balance Sheet as at 30 April 1997, and the 
          Consolidated Statements of Operations and Changes in Financial 
          Position for the three-month periods ended 30 April 1997 and 1996 
          are unaudited.  The Consolidated Balance Sheet for Fiscal 1997 was 
          audited and reported in the Company's Annual Report to Shareholders 
          and the related annual SEC FORM 10-K report.

          The Consolidated Financial Statements and notes are presented 
          in accordance with the SEC's FORM 10-Q quarterly report filing 
          requirements, and do not contain certain information included in the 
          Company's annual consolidated financial statements and the notes 
          thereto.

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                          PAGE 7

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) -- continued

NOTE 4:   In accordance with the Reorganization Plan, effective 31 
          July 1996 the Company reduced both the stated capital amount 
          recorded for its Common Shares and the accumulated deficit in 
          earnings, each by $26,670,824.  Management is of the opinion that, 
          after making the adjustment, the balance sheet better represents the 
          financial repositioning of the Company resulting from the 
          reorganization and restructuring, and the appropriate current 
          financial condition of the Company as it proceeds to implement its 
          5-year business plan. (See Item 2. -- MANAGEMENT'S DISCUSSION AND 
          ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, herein.) 

          The Deficit of $7,826,215 reported for the period ended 30 April 
          1997 already reflects the effect of the stated capital reduction, 
          whereas the amount reported as at 30 April 1996 of $26,670,824 does 
          not.  This latter amount was the amount of the stated capital 
          reduction.

NOTE 5:   Loss per Share is based on the weighted average Common 
          Shares outstanding for the period.  The comparative Loss per Share 
          and weighted average shares outstanding for last year were restated 
          to reflect the 20:1 reverse-split which was effective 1 November 
          1996.

NOTE 6:   Short-term notes payable are unsecured demand notes due 31 
          August 1997, with interest accruing thereon at 10% per annum, 
          payable in arrears on repayment. 
          
NOTE 7:   The Company completed a $6 million Special Notes 5-year, 
          10% convertible fixed and floating charge debentures private 
          placement debt financing during Fiscal 1997, in accordance with the 
          Company's Financing Plan incorporated in its Reorganization Plan.  
          The Special Notes are convertible, in whole or in part, into Common 
          Shares of the Company at any time, at $2.50 per Common Share, 
          representing potential future dilution of up to 2.4 million Common 
          Shares, and are secured by all the assets of Power Plus Corporation. 
          (See Item 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
          CONDITION AND RESULTS OF OPERATIONS, herein.)

          At any time on or after the third anniversary date from the 
          date of issue, the Company has the right, upon reasonable notice, to 
          compel holders of the Special Notes to convert all or any part of 
          the indebtedness into Common Shares for $2.50 per Common Share, 
          provided that the shares have traded at a weighted average price of 
          $4.00 per share or greater during the preceding 10 trading days. 
          Failing conversion by holders of the Special Notes in the 
          circumstances of such notice, the Company has the right to repay the 
          whole or any part of the Special Notes, on a PRO RATA basis.

          In the opinion of management, the convertible feature of the 
          Special Notes had an assignable fair value of $1.4 million at the 
          date of issuance, which amount has been classified as a component of 
          shareholders' equity. Correspondingly, the liability component of 
          the Special Notes, which had an assignable fair value of $4.6 
          million at the date of issuance and the difference between this 
          amount and their face value is being amortized on a straight-line 
          basis over their term, is currently $4,810,000.  Amortization for 
          this Quarter amounted to $70,000.

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                          PAGE 8

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION & RESULTS
          OF OPERATIONS

CORPORATE OVERVIEW

Now in its second year of implementing PLAN 2000 with 55 POWERFUL STUFF 
stores currently open, the Company has additional locations planned for the 
US in Michigan, Ohio, Missouri, Oregon and Washington, as well as Alabama, 
Florida, North Carolina and Pennsylvania, and for Canada in Ontario, Alberta 
and British Columbia.  These planned store openings meet the Company's 
revised goal to be +125 POWERFUL STUFF stores open by November of this year 
-- in anticipation and preparation for the strategic Christmas season. 

>   BUILDING FOR POWERFUL STUFF'S FUTURE

Power Plus' 5-year business plan, PLAN 2000, provides the blueprint for 
growth to +1000 stores over 5 years, prescribing opening an average of 295 
stores in each of calendar 1998, 1999 and 2000 -- the last 3 years of PLAN 
2000.  Now into its second year of implementation, PLAN 2000 is the 
foundation for the Company's business and operating strategy for the future, 
positioning POWERFUL STUFF as: THE RETAIL LEADER IN INNOVATIVE PORTABLE 
LIFESTYLE COMMUNICATION AND ENTERTAINMENT TECHNOLOGY.  In establishing its 
distinctive retail identity, the Company believes POWERFUL STUFF is the first 
in the retail marketplace to target the lucrative and untapped ELECTRONICS 
LIFESTYLE youth market ... the 15 - 25 year olds who define the trends and 
want the neatest, coolest, hottest stuff. POWERFUL STUFF's marketing strategy 
is to position stores primarily in major regional malls, in sync with where 
the primary core customer, the 15 - 25 year old, and the secondary customer, 
the 25 - 30 year old, spend their time and disposable income.  POWERFUL 
STUFF'S core customer group, teenagers, is growing nearly twice as fast as 
the general population and is expected to number some 30 million in the US by 
the Year 2005 -- teens hanging out in malls and each spending, on average, 
$3,000 a year.  Teens make nearly 40% more trips to the malls than other 
shoppers, spend more time in malls than other age groups, and spend an 
average of $38.55 per trip to the mall.

The biggest challenge, however, now facing the Company in its drive to 
achieve its goals and objectives as set out in PLAN 2000, is in the timing 
and availability of financing. When 125 POWERFUL STUFF stores are opened and 
operating to plan, the Company can expect to attain critical mass and break 
even on an annualized basis. Until then, the Company remains dependent upon 
and at risk for the raising of external capital -- and when the timing and 
availability of financings deviates materially from the assumptions in PLAN 
2000, the overall business and sales are adversely impacted and adjustments 
must be made. Accordingly, management must be flexible and act responsibly 
during this period, and be responsive to those matters which it controls, 
including the pace and timing of the rollout of stores and its purchase 
commitments to merchandise inventory.  In the short-term, the Company can 
quickly conserve cash by adjusting merchandise purchases, resulting in the 
potential for temporary sales declines within the existing store base.

The Company's original Financing Plan, forming part of its 1996 Reorganization 
Plan, provided the initial framework to raise up to $42 million in an orderly 
manner as needed over the first 

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                          PAGE 9

three years of PLAN 2000. During Fiscal 1997, $15.4 million was received as 
expected, but later than planned. This year, faced with unforeseen adverse 
junior capital markets, the Company has encountered difficulty raising all of 
the capital it had forecasted on the time lines projected.  After adjusting 
the rollout of stores as required, management modified the Financing Plan.  
On the basis of this revised Plan, the structure is now in place to raise up 
to an additional $33.7 million over the next two years as follows:

<TABLE>
<CAPTION>
                                                         $-millions
                                                         ----------
<S>                                                      <C>          <C>
     *  1996 Equity Financing Class A Warrants @ $2.00       $5.0     September '97
     *  1996 Financing Class B Warrants @ $2.00              $5.0     September '97
     *  1996 Financing Class AA Warrants @ $2.50             $6.2     March '98
     *  1996 Financing Class BB Warrants @ $2.50             $6.1     March '98
     *  1997 Additional Convertible Debt @ $2.50             $5.0     August '97
     *  1997 Equity Financing Common Shares @ $1.75          $3.0     August '97
     *  1997 Equity Financing Purchase Options @ $2.00       $3.4     August '98
                                                            -----
                          Capital  Available Up To          $33.7
                                                            -----
                                                            -----
</TABLE>

Subject to the availability of these funds and the timing of their receipt, 
management estimates that the Company will be able to finance its future 
growth from internally generated cash flow at approximately the 600-store 
threshold, making the Company self-financing by the end of Fiscal 1999 
according to PLAN 2000.  (For additional details on the Company's Financing 
Plan, see RESULTS OF OPERATIONS and LIQUIDITY AND CAPITAL RESOURCES, below.)

The Company's rollout plan is based upon the concept of clustering POWERFUL 
STUFF stores in geographic markets, developing District marketing clusters 
within Regions.  At the maturity of PLAN 2000, POWERFUL STUFF expects to be 
throughout 7 North American Regions -- the Southeast, Mid-Atlantic, 
Northeast, North Central, Northwest, Southwest and South Central Regions.  By 
the Year 2000, the typical Region is planned to be 160 stores comprised of 
an average of 8 District cluster of about 20 stores per District. A typical 
District will open with a minimum of 5 stores and grow up to 20.  A District 
Manager -- a retailing expert responsible for a profit center that may 
produce more than $7 million in annual sales -- can then be responsible for 
growing the operations and performance of 5 growing up to 20 stores. 
Clustering stores within media areas creates a viable opportunity to 
advertise effectively and economically.

>   POWERFUL STUFF'S NICHE

POWERFUL STUFF is a new specialty retailing concept launched through Power 
Plus Corporation.  Power Plus' mission is: to be the first to offer the 
latest in portable electronic solutions for personal communication and 
entertainment needs -- products and services responsive to consumer demand 
for personal freedom while staying connected. With Power Plus' Corporate 
Office established in Toronto, Canada, and its North American Operations 
Office in Sarasota, Florida, the Company is developing a broad network of 
Company-owned POWERFUL STUFF stores across North America.  This is POWERFUL 
STUFF'S branded distribution channel, focused on portable lifestyle 
communications, wearable fashion electronics and palm-top business 
technology, to meet the expanding demand for wireless communication products 
and services (beepers/pagers, cellular phones, Personal Communications 
Systems (PCS) and related service contracts), together with portable 
electronics (the latest in hand-held electronic

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                         PAGE 10

communications, entertainment, business and lifestyle products). Power Plus 
has combined these distinct merchandising segments into a single retail store 
-- POWERFUL STUFF! The pagers/beepers and cell phones featured at POWERFUL 
STUFF stores are a source of significant per transaction revenue, 
contributing additional strong secondary margins through accessory and 
airtime sales plus activation fees, and generating recurring revenues from 
customer airtime and service renewals for POWERFUL CONNECTIONS.  The fashion 
electronics and palm-top business technology segments of the business, plus 
accessories and batteries, also contribute complementary revenues.

With approximately 85% of the Company's stores targeted for the US, 
management expects the Company's POWERFUL CONNECTIONS can become a major 
reseller of wireless paging communications services in North America through 
POWERFUL STUFF stores.  Resellers buy wireless services from carriers at a 
discount and provide a high volume of new customers through their own 
distribution channel.  This represents significant recurring income potential 
for the Company  -- Power Plus' airtime royalty income stream.

>   NEW GENERATION POWERFUL STUFF STORE

In partnership with the award-winning North American retail design group, 
Michel Dubuc Concept, Power Plus has created its new generation store which 
puts a bold and unique twist on the traditional electronics niche. POWERFUL 
STUFF stores combine design elements which have mass appeal across age, 
gender and ethnic boundaries, addressing today's retailers' need to ensure 
market longevity and flexibility. From the elliptical lines encircling the 
brand name and the bold lifestyle posters, to the graphic computer circuit 
boards on the walls, this futuristic hi-tech design with its rich colors and 
textures has redefined what it means to sell electronic products.

By bringing a fashion dimension to the store design, POWERFUL STUFF has 
created a new portable electronic lifestyle niche in the marketplace. This is 
a store that doesn't just grab the attention of today's consumers, but one 
that genuinely appeals to their emotions, senses and mind.  POWERFUL STUFF 
stores are not only dramatic but are fun places to go. Unlike some novelty 
stores, the design doesn't engulf the product but brings it to life.  All of 
the palm-top products are presented in 3 easy to shop lifestyle concepts 
within the store: FUN TECH - presented on the whimsical hi-tech computer 
graphic wall; COMMUNICATIONS TECH - presented against a colorful street map 
illustrating the prominence of communications in our lives; and BUSINESS TECH 
- presented in sleek, energetic and futuristic cases for the discerning and 
hurried business customer.

POWERFUL STUFF stores grasp the basic premise of retail mass appeal by 
creating a compelling design that humanizes technology, thereby connecting 
with consumers again and again because the Company understands their purchase 
will have more memorable appeal, and will take on more significance, when it 
is purchased at a POWERFUL STUFF store.

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                         PAGE 11

RESULTS OF OPERATIONS

Power Plus Corporation, through its wholly-owned subsidiaries Power Plus USA, 
Inc., Power Plus Canada, Inc. and First Olympia Holdings Inc., currently 
operates 55 retail stores under the trade name POWERFUL STUFF projected to 
grow to 125 stores this year.  As of 18 July 1997, the Company has 36 
locations open in the US and 19 in Canada, totaling 55.  The stores, 
operating from leased premises ranging from 150 to 700 square feet in major 
enclosed shopping malls in the US and Canada, sell wireless communication 
products and services (beepers, cellular phones, personal communication 
systems and related service contracts), and portable electronics (hand-held 
electronic communications, entertainment, business and lifestyle products). 
Through POWERFUL CONNECTIONS the Company is establishing its wireless airtime 
and service reselling business, and building a substantial and valued 
customer list comprised of the Company's airtime users.

The Consolidated Financial Statements included with these materials reflect 
that during the first two quarters of Fiscal 1997, the Company operated only 
one store in Canada and opened its first US store in July 1996.  During 
Quarters 3 and 4 of Fiscal 1997 Power Plus opened 36 new locations and 
acquired a chain of 13 retail locations in Florida, bringing the number of 
locations opened in total to 51, against PLAN 2000's target of 40, by the end 
of Fiscal 1997. 

On 1 February 1996, the Company announced its Reorganization Plan which is 
subdivided into two parts: PLAN 2000, the Company's 5-year business plan 
prescribing the manner in which the Company would relaunch and build its 
business to in excess of 1000 stores by the end of the Year 2000; and, the 
Financing Plan which prescribed how the Company would finance PLAN 2000's 
funding requirements.  The Reorganization Plan, which incorporated a related 
Plan of Arrangement, was approved by the Company's shareholders at Fiscal 
1996's Annual and Special Meeting of Common Shareholders held on 24 July 
1996.  The regulatory and court approval of the Plan of Arrangement was 
obtained immediately thereafter.

Among other matters, shareholders approved as part of the Reorganization Plan 
the Company's proposal to: change its name; reduce its stated capital by all 
or virtually all of the accumulated deficit; reorganize and consolidate its 
capitalization on the basis of 20 pre-consolidation shares for 1 
post-consolidation share plus 1 exchange right -- that is to 2,238,281 
post-consolidation shares from then record date number of 44,765,613 
pre-consolidation shares; and, refinance in accordance with the Financing 
Plan.

The Company's Reorganization Plan incorporated a related 3-year Financing 
Plan, formerly approximately $41.1 million, but recently increased to $49.1 
million. The Company had received $15.4 million as of the end of Fiscal 1997, 
providing the capital needed to fund the first year implementation of PLAN 
2000 and the related store rollout program designed to achieve critical mass 
expeditiously, and economies of scale and operating efficiencies. (See below.)

Comparison of this year's results to last year would have little relevance, 
principally for two reasons: (1) the Company expects to reach 125 stores by 
year end Fiscal 1998 but, until then, it is still operating in start up mode 
and below critical mass; and, (2) the comparative Consolidated Statements of 
Operations reflect that during the first two quarters of Fiscal 1997 the 
Company acquired assets, operated only one store in Canada for most of the 
first six-month period, opened its first US store in late July 1996, and 
added most of the 51 stores during Quarter 4 of Fiscal 1997. 

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                         PAGE 12

The following table sets forth certain items reflected in the Company's 
Consolidated Statement of Operations expressed as percentages of sales:

<TABLE>
<CAPTION>
                                             EXPRESSED AS A
                                           PERCENTAGE OF SALES
                                         (periods ended 30 April)
                                               THREE MONTHS
                                               ------------
                                            1997          1996
                                            ----          ----
<S>                                         <C>          <C>
     Cost of sales                          48.4%         42.2%
     Operating and administration            N/A         200.3%
     Amortization                            N/A           3.3%
</TABLE>

Cost of sales as a percentage of total sales for Quarter 1 of Fiscal 1997 was 
48.4%, compared to 42.2% for the same period last year. Last year's result 
reflected the advantage of selling merchandise purchased below normal market 
from a trustee in bankruptcy and sold through the only store operated by the 
Company.  In the long-term, management's goal is for cost of sales to be 
approximately 52% of sales.

Operating and administration expenses incurred this period are not comparable 
to Fiscal 1997, principally because the Company was focused on reorganizing, 
restructuring and planning for the future.  In the long-term, the Company's 
administration cost are expected to be structured so that a number of new 
stores can be added without a significant increase in overhead costs, thus 
leveraging the largely fixed overhead. This means that profits from new 
locations can, to a greater extent, flow to the bottom-line. Management 
anticipates administrative overhead will come more into line with industry 
standards during Fiscal 1999. 

The amount of amortization for the period increased, in comparison to the 
corresponding period in Fiscal 1997, because the Company is amortizing 
capital assets being employed in the business that were acquired during 
Fiscal 1997, and certain intangible assets (deferred costs of issuing Special 
Notes and deferred issuing costs of Special Warrants).  In addition, the 
Company is amortizing the discount on the Special Notes at the rate of 
$70,000 per quarter.

LIQUIDITY AND CAPITAL RESOURCES

See Note 4 of the NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 
included with these materials.

On 30 June 1997 Power Plus announced it had modified its $41.1 million Financing
Plan to provide for raising an additional $8 million in new capital for this
year's expansion and operations, for a revised total of $49.1 million. This
additional $8 million complements the remaining $8.5 million potentially
available through the exercise of the Class A and B Warrants currently
outstanding, representing a potential aggregate financing of up to $16.5
million, net of amounts already received, to fund this year's continuing rollout
of POWERFUL STUFF stores throughout North America.  As of 18 July 1997, 422,443
Class A Warrants (of a total available of 2,238,281) and 4,225 Class AA Warrants
(of a total available of 2,238,281) have been exercised providing gross proceeds
of approximately $855,000.  As well, 550,000 Class B Warrants (of a total
available of 2,250,000) have been exercised providing gross proceeds of 

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                         PAGE 13

$1.1 million and none of the 2,250,000 Class BB Warrants have been exercised. 
Class A, AA and B Warrants exercised to date represent aggregate gross 
proceeds of $1.9 million.

1 - $3 MILLION NEW SPECIAL WARRANT FINANCING OFFERING  

    The Company has recently obtained conditional regulatory approval to 
    a Special Warrant Private Placement Financing (the "1997 Special Warrants 
    Offering") of $3 million comprised of 1,714,286 Special Warrants, each 
    having a purchase price of $1.75. Each Special Warrant is convertible 
    into 1 Common Share plus 1 share purchase warrant entitling the holder to 
    purchase, for up to one year period thereafter, 1 additional Common Share 
    for $2.00, representing up to $3.4 million in potential additional 
    capital.  The Company, therefore, could issue up to 3,428,572 Common 
    Shares over the next year for aggregate proceeds of up to $6.4 million 
    pursuant to this 1997 Special Warrants Offering.

    Management anticipates completing this 1997 Special Warrants Offering 
    during August 1997, although since it is a best efforts financing no 
    assurances can be given either as to the timing or the amount to be 
    completed.

2 - $5 MILLION ADDITIONAL CONVERTIBLE DEBT FINANCING OFFERING

    The Company initially received approval for a $6 million, 5-year 10% 
    Special Note private placement financing offering. The Company has 
    recently obtained conditional regulatory approval to increase this 
    Offering by $5 million, making it now up to $11 million, in the 
    aggregate, with the same terms and conditions. During Fiscal 1997, the 
    Company completed the $6 million placement in two closings. Each $1,000 
    principal amount of Special Notes may be converted into an equivalent 
    principal amount of 5-year, 10% convertible fixed and floating secured 
    debentures, currently representing potential future dilution of up to 2.4 
    million Common Shares. This convertible debt is fully secured by all the 
    assets of Power Plus Corporation.
    
    At any time on or after the third anniversary date of the issuance of the 
    Special Notes, the Company has the right, upon reasonable notice, to 
    compel holders to convert all or any part of the indebtedness into Common 
    Shares at $2.50 per Common Share, on the condition that the Common Shares 
    have traded at a weighted average price of $4.00 per Common Share or 
    greater during the preceding 10 trading days. Failing conversion by 
    holders in the circumstances of such notice, the Company has the right to 
    repay the whole or any part of the indebtedness, on a PRO RATA basis.  
    
    Interest is payable on the Special Notes semi-annually, on the 31st days 
    of January and July, respectively.  Interest accrued on the Special Notes 
    during Quarter 1 of Fiscal 1998 was $150,000.
    
    The $5 million increase to the Special Notes financing represents the 
    potential of additional dilution of up to 2 million Common Shares, 
    thereby making it 4.4 million Common Shares in the aggregate. Management 
    anticipates completing the private placement of this additional $5 
    million Special Notes during August 1997 but since this is a best efforts 
    financing, again, no assurances can be given as to its completion. 

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                         PAGE 14

3 - EXPIRY DATE OF OUTSTANDING SHARE PURCHASE WARRANTS EXTENDED  
    
    The Company has obtained regulatory approval to a three-month extension 
    of the expiry date of its outstanding Class A Warrants and Class B 
    Warrants, from 30 June 1997 to 30 September 1997. 
    
    Each of the 1,988,958 Class A share purchase warrants remaining 
    outstanding entitles holders to purchase 1 Common Share for $2.00 and 
    receive 1 Class AA Warrant.  The exercise of the outstanding Class A 
    Warrants could provide the Company with up to $4 million on or before 30 
    September 1997. Each Class AA share purchase warrant expiring 1 March 
    1998 entitles the holder to purchase 1 additional Common Share for $2.50. 
    The exercise of the 2,234,056 Class AA Warrants remaining outstanding 
    could provide the Company with up to a further $5.6 million by 1 March 
    1998.  To date, 422,443 Class A and 4,225 Class AA Warrants have been 
    exercised, providing approximately $855,000 additional capital.
    
    Each of the 2,250,000 Class B Warrants remaining outstanding similarly 
    entitles holders to purchase 1 Common Share for $2.00 and receive 1 Class 
    BB Warrant. The exercise of the Class B Warrants could provide the 
    Company with up to $4.5 million on or before 30 September 1997.  Each 
    Class BB Warrant expiring 1 March 1998 entitles the holder to purchase 1 
    additional Common Share for $2.50.  The exercise of the 2,475,000 Class 
    BB Warrants remaining outstanding could provide the Company with up to a 
    further $5 million by 1 March 1998.  To date, 550,000 Class B Warrants 
    have been exercised, providing $1.1 million additional capital and none 
    of the available Class BB have been exercised.
    
4 - SUMMARY OF CHANGES TO SHARES AND SHARE CAPITAL
    
    The following table presents the potential impact on share capitalization 
    from the realization of the Financing Plan, as currently revised, as of 
    18 July 1997, reflecting transactions completed in Fiscal 1997.  The 
    table sets out those components of the Financing Plan already fully 
    completed and the estimated timing applicable to other components.  The 
    information is presented on a fully diluted basis and does not account 
    for the portions of the Class A, AA and B Warrants exercised to date.  
    
    While no assurances can be given that any or all of the future events 
    will be completed in full in accordance with the estimated timing, as set 
    out in the Financing Plan, if all elements were completed and exercised 
    in full prior to their respective expiry dates, as the case may be, then 
    the number of Common Shares and the fully diluted share capital, 
    exclusive of allowable management incentive options reserves, would be as 
    follows: 

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                         PAGE 15

<TABLE>
<CAPTION>

                                                                                                                    TIMING
     ($ AMOUNTS ARE EXPRESSED IN CANADIAN DOLLARS IN MILLIONS;                                                --------------------
      ASSUMES MAXIMUM DILUTION)                                                           SHARES    CAPITAL   COMPLETED  ESTIMATED
                                                                                        ----------  -------   ---------  ---------
<S>                                                                                     <C>         <C>       <C>        <C>
  i CONSOLIDATED, BEGINNING SHARE CAPITALIZATION
    (FROM 44,765,613 SHARES ON 20:1 BASIS):

    a.) Post-consolidation number of Common Shares and equivalent number of 
        Exchange Rights Units
                                                                                        2,238,281   $ 0.0    Nov. 1996
    b.) Potential dilution and capital raised from Exchange Right Units and included 
        Class A & AA Warrants:
          i) One Exchange Rights Unit to receive one Common Share at $2.00 and 
             one Class A Warrant                                                        2,238,281   $ 4.5    Jan. 1997

         ii) One Class A Warrant to purchase one Common Share at $2.00 and receive 
             one Class AA Warrant (note: 30,525 Class A Warrants were exercised 
             prior to Fiscal 1997 year end.)                                            2,238,281   $ 4.5               Sep. 1997

        iii) One Class AA Warrant to purchase one Common Share at $2.50 (note: 
             1,475 Class AA Warrants exercised prior to Fiscal 1997 year end.)          2,238,281   $ 5.6               Mar. 1998

         iv) Agent's Option to purchase 225,000 Common Shares at $2.00 and receive 
             equal number of Agent's Option Class A Warrants                              225,000   $ 0.5    Dec. 1996

          v) Agent's Option Class A Warrants to purchase up to 225,000 Common 
             Shares at $2.00 and receive equal number of Agent's Option Class AA 
             Warrants                                                                     225,000   $ 0.5    Mar. 1997

         vi) Agent's Option Class AA Warrants to purchase up to 225,000 Common 
             Shares at $2.50                                                              225,000   $ 0.6               Mar. 1998

 ii 1996 SPECIAL WARRANT PRIVATE PLACEMENT FINANCING

    a.) Special Warrants for $2.00 that were exchanged during first quarter of 
        Fiscal 1998 for Common Shares and an equivalent number off Class B Warrants     2,250,000   $ 4.5    Mar. 1996

    b.) One Class B Warrant to purchase one Common Share at $2.00 and receive one 
        Class BB Warrant                                                                2,250,000   $ 5.6               Sep. 1997

    c.) One Class BB Warrant to purchase one Common Share at $2.50                      2,250,000   $ 5.6               Mar. 1998

    d.) Penalty Special Warrants to receive 225,000 Common Shares at no cost and 
        255,000 Class B Penalty Warrants                                                  225,000   $ 0.0    Jan. 1997

    e.) Class B Penalty Warrants to purchase up to 225,000 Common Shares at $2.00 
        and receive equal number of Class BB Penalty Warrants                             225,000   $ 0.5               Sep. 1997

    f.) Class BB Penalty Warrants to purchase up to 225,000 Common Shares at $2.50        225,000   $ 0.6               Mar. 1998

iii SPECIAL NOTES: CONVERTIBLE INTO COMMON SHARES AT $2.50 PER SHARE

    a.) $6 million - first and second tranche                                           2,400,000   $ 6.0    Sep. 1996

    b.) $5 million - third tranche                                                      2,000,000   $ 5.0               Aug. 1997

 iv 1997 SPECIAL WARRANT PRIVATE PLACEMENT FINANCING

       a.) Special Warrants purchase warrants for $1.75 to purchase Common Shares       1,714,285   $ 3.0               Aug. 1997
       b.) Special Warrants share purchase warrants to purchase Common Shares
            for $2.00                                                                   1,714,285   $ 3.4               Aug. 1998
                                                                                       ----------- -------
  v     NUMBER OF SHARES, FULLY DILUTED (1)
                                                                                       24,881,694
                                                                                       ----------- -------
                                                                                       ----------- -------
 vi     CAPITAL AVAILABLE, ASSUMING FULL DILUTION
                                                                                                    $49.1
        Less amounts already received:
             during Fiscal 1997                                                                     $14.3
             during Fiscal 1996                                                                     $ 1.1
                                                                                                   -------
vii     POTENTIAL CAPITAL DERIVED FROM EXISTING FINANCING INSTRUMENTS 
                                                                                                    $33.7
                                                                                                   -------
                                                                                                   -------
</TABLE>
 
(1) Excludes amount of allowable management incentive options. There are no such
    options issued.

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                         PAGE 16

                          PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.
          None

ITEM 2.   CHANGES IN SECURITIES.

          See Part 1 - Item 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.
          Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
          None.

ITEM 5.   OTHER INFORMATION.
          Not applicable. 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.
           i.)  Exhibits 
                   Exhibit 27  --  Financial data schedule
          ii.)  Reports on Form 8-K
                   None 

<PAGE>
                                                                        FORM 10Q
                                                                   FIRST QUARTER
POWER PLUS CORPORATION                                          FISCAL YEAR 1998
                                                                         PAGE 17

                                   SIGNATURE

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.

                                      POWER PLUS CORPORATION

Date: 11 August 1997                    /s/  R Bruce Freeman
                                      ---------------------------------------
                                      R. Bruce Freeman
                                      Vice Chairman and Chief Financial Officer
                                     (Duly authorized officer of the Registrant
                                         and its chief financial officer)