Washington, DC 20549

                                   FORM 10-KSB

 |X|    Annual report under Section 13 or 15(d) of the Securities Exchange Act 
        of 1934 For the fiscal year ended June 30, 1997

 |_|    Transition report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934

For the transition period from              to

Commission file number 000-22329

                                POWERTRADER, INC.
                 (Name of Small Business Issuer in Its Charter)

         Delaware                                              98-0163116
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

101 South Hanley, St. Louis, MO                                   63105
(Address of Principal Executive Offices)                       (Zip Code)

                                 (604) 685-1529
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                                   Name of Each Exchange
Title of Each Class                                on Which Registered

       None                                                -

Securities registered under Section 12(g) of the Act:

                      Common Stock $.01 par value per share

                       Warrants expiring in the year 2002.

Check whether the issuer:  (1) 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.

Yes   X    No

|_| Check if there is no disclosure of delinquent filers in response to Item 405
of  Regulation  S-B is not  contained in this form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

The issuer's revenues for its most recent fiscal year. $44,373

At September 26, 1997,  the aggregate  market value of the voting and non-voting
common equity held by  non-affiliates  of PowerTrader,  Inc. (the "Company") was
approximately  $18,196,260,  based on the last issue  price of the common  stock
reported by the Company on July 21st, 1997.

At September 19th, 1997, the Company had outstanding  7,883,115 shares of Common
Stock.

Transitional Small Business Disclosure Format:

Yes        No   X
<PAGE>
                                TABLE OF CONTENTS

                                     PART I

                                                                            Page

  ITEM 1.         Description of Business

  ITEM 2.         Description of Property

  ITEM 3.         Legal Proceedings

  ITEM 4.         Submission of Matters to a Vote of Security Holders

                                     PART II

  ITEM 5.         Market for Common Equity and Related Stockholder Matters

  ITEM 6.         Management's Discussion and Analysis

  ITEM 7.         Financial Statements

  ITEM 8.         Changes In and Disagreements With Accountants on
                     Accounting and Financial Disclosures

                                    PART III

  ITEM 9.         Directors, Executive Officers, Promoters and Control Persons;
                       Compliance With Section 16(a) of the Exchange Act

  ITEM 10.        Executive Compensation

  ITEM 11.        Security Ownership of Certain Beneficial Owners and Management

  ITEM 12.        Certain Relationships and Related Transactions

  ITEM 13.        Exhibits and Reports on Form 8-K


                                        2

<PAGE>
                                     PART I

ITEM 1.  Description of Business

Overview

         PowerTrader,  Inc.,  through its  wholly-owned  subsidiary  PowerTrader
Software  Inc.,  designs,  develops,  markets  and  supports  informational  and
analytical  desktop  decision  support  and  risk  management  systems  for both
securities  professionals  (including  securities  brokerage  firms,  investment
advisors and trust companies) and individual  investors.  The Company's products
enable its  clients to capture an  incoming  stream of market  data  provided by
Market  Data  Vendors,  store such  market  data for future  reference,  display
selected  data in tabular  and  graphic  form and  analyze  the data to discover
trading  opportunities.  The Company's  systems are modular,  scalable and allow
clients to leverage their investments in existing systems. Individual components
of the Company's systems can function independently,  giving clients the ability
to build their system over time to integrate  existing software which is meeting
their current needs.  The Company's  systems have been licensed to more than 200
investors.  Marketed directly, as well as through distribution  partners, in the
United  States,  Canada,  Europe and the  Asian/Pacific  region,  the  Company's
products are believed to offer a  combination  of  analytical  capabilities  and
trading information.

Formation of the Company

         The Company was incorporated under the laws of the State of Delaware on
August 22, 1996,  and acquired all of the issued and  outstanding  shares of the
common  stock of  PowerTrader  Software  Inc.  on January 2, 1997 in a series of
transactions  with  the  holders  of such  shares  conducted  in  reliance  upon
Regulation  S and  Section  4(2) of the  Securities  Act of  1933,  as  amended.
PowerTrader Software Inc., which conducts all of the Company's  operations,  was
incorporated  under the laws of the  Canadian  Province  of British  Columbia on
December 29, 1988, under the original corporate name "Corporate Media Solutions,
Inc."

Industry Background

         The  worldwide   securities   industry  is  undergoing   rapid  change.
Significant  increases  in  trading  volumes,  driven  by demand  for  financial
investment  services from an increasing  number of persons in the 40-65 year old
age group, widespread use of complex derivative and other financial instruments,
and  increased  use  of  "marked-to-market"   accounting  and  "value  at  risk"
methodologies,  have imposed heavy demands on the system infrastructures of many
securities firms and institutional investors. Concurrently, the growth of global
financial markets has attracted new providers of financial  services,  including
discount brokerages, insurance companies, banks and trust companies, and changed
the manner in which  financial  services are  provided,  such as the adoption of
on-line trading systems. To successfully  compete in this evolving  environment,
securities  professionals  are  expected  to  increasingly  rely on  information
systems to lower transaction  costs,  manage the  exponentially  increasing data
flow and provide value-added analysis services.

                                       3
<PAGE>
         As demographic,  instrumental  and accounting  changes have changed the
means by which securities professionals compete,  advances in telecommunications
and  information  technology  have  fundamentally  altered  the way  individuals
invest. The emergence of the Internet as a tool for accessing detailed,  current
information  has given  individual  investors  the  capability to take charge of
their  investments and raised their level of  sophistication.  As a result,  the
Company believes that individual  investors will increasingly require analytical
tools to manage available data and uncover investment opportunities.

         The  existing  information  systems  installed by most  investors  were
typically  designed  to  function  within  the  limits  of  the  then  available
telecommunication and information technology.  Accordingly, existing systems are
limited in their ability to collect and rapidly  process  incoming data flow. In
addition,  such systems are generally inflexible and lack the ability to display
proprietary trading indicators or other analytic methodologies. Because existing
systems  lack such  sophistication,  they do not  provide  the  tools  which the
Company  believes are  required  for  securities  professionals  and  individual
investors to make effective investment decisions.

The PowerTrader Solution

         The  Company  seeks  to  provide  solutions  to the  informational  and
analytical challenges of both securities professionals and individual investors.
The Company's  products provide an efficient  application  capable of supporting
rapid deployment of data and analytical  functionality.  The Company's  products
run in a Windows environment for ease of use.

Business Strategy

         The  Company's  objective is to  capitalize  on the  experience  of its
management in the securities industry to become a leading provider of analytical
and  informational  systems  to both  securities  professionals  and  individual
investors.  The Company's  strategy for achieving  this  objective  includes the
following elements:

         Implement Dual Market  Strategy.  The Company  intends to  aggressively
pursue both the securities  professional and individual investor portions of the
market for decision  support and risk management  systems.  The Company believes
that its service to both portions of the market  results in additional  benefits
not generally  enjoyed by  competitors  serving one portion of the market or the
other.  Because  the Company  deals with more  technically  oriented  securities
professionals,  the  Company's  personnel  are required to have a  sophisticated
knowledge of analytical and risk management methodologies. The Company has found
that such  knowledge  enhances  the  Company's  ability to tailor  products  and
services to meet the needs of  individual  investors.  Further,  the Company has
found  that  the  more  progressive  marketing  concepts  utilized  by it in the
individual  investor  portion of its business  can be applied to enhance  demand
from securities professionals for the Company's products and services.

                                       4
<PAGE>
         Expand  Product  Portfolio.  The Company  intends to expand its product
line  to meet  the  evolving  needs  of its  clients.  The  Company  continually
evaluates its offerings to determine what  additional  products or  enhancements
are required by the  securities  industry and the Company  develops and enhances
products  internally to meet clients'  needs. If the Company has the opportunity
to purchase or license  proven  products at a reasonable  cost, it will do so in
order to avoid the time and expense involved in developing new products.

         Pursue  Distribution  Alliances.  The  Company  has  entered  into  two
arrangements  with  securities  market  participants to distribute the Company's
products to their respective  clients under private labels.  The Company intends
to focus on  building  similar  distribution  alliances  that  will  extend  the
Company's market presence.

         Expanded  Services.  The  Company  intends to expand the  products  and
services  distributed  through its  Financial  Wire Internet web site to include
additional news,  end-of-day  trading data,  charting  applications,  investment
newsletters,  articles of general or educational interest,  and advertising.  In
addition,  the Company  intends to expand its consulting  services to design and
configure the architecture of a clients' systems including  networking,  systems
integration and data conversion.

         Leverage  Existing Customer Base. With a licensed customer base of more
than 200 users and two distribution  partners,  the Company believes significant
opportunities  exist to license  additional  products to its  existing  customer
base.  The Company's  strategic plan envisions  continuing  introduction  of new
products  that will  complement  the core  functionality  of  existing  systems,
thereby allowing  PowerTrader to leverage its existing customer base by offering
new modules  and  products,  platform  conversions  and value  added  consulting
services.

Products

         The Company has developed a  comprehensive  suite of products to manage
and  analyze  information  available  to  securities  professionals  and private
investors.  A client can  purchase  a  comprehensive  system or can buy  modules
separately  to match its  individual  needs.  The Company's  systems  facilitate
effective decision making and delivery of high quality services.


                                        5

<PAGE>
                      Number of
Product            Licenses Issued              Product Description
-------            ---------------              -------------------

Server                   135            Decodes  data  feeds  and  arranges  the
                                        resulting  data into an accessible  data
                                        base.

PowerTrader 
Pro-Vision               135            Displays a  continually  refreshed  data
                                        base   created  by   PowerTrader   in  a
                                        customizable   and  searchable   tabular
                                        format.

PowerTrader Analyst      225            Displays  data base created by Server in
                                        a    charting    package    facilitating
                                        technical    securities   analysis   and
                                        custom/proprietary    indicators   using
                                        Microsoft Excel and Visual Basic.

Data Manager             225            A data retrieval helper  application for
                                        use   with   Netscape    Navigator   and
                                        Microsoft Explorer to replace data which
                                        may have  been lost in the  creation  of
                                        the customer's  data base.  Data Manager
                                        permits the  customer  to retrieve  data
                                        from the Company's Internet web site.

Formula One              225            A series of dynamic data exchange  links
                                        to four custom spreadsheet templates.


         In  addition  to the  foregoing  products,  which  have  been  designed
primarily for the securities professional, the Company has developed and markets
on a subscription  basis its Financial  Wire products and services.  Through its
Financial Wire Internet web site, the Company offers the individual investor the
opportunity to use PowerTrader  Analyst and Data Manager in conjunction  with an
end-of-day data file retrieved through the Company's Internet server.

                                       6
<PAGE>
Services and Support

         Client service is an important  component of the Company's  operations.
The Company's client/service team generally provides implementation, application
and  support,  education  and  consulting  services  to the  Company's  clients.
Additional  client  services are  provided  through  computer-based  training or
formal  instructor-led,  Company  sponsored  educational  courses and  seminars.
Through its Registered  Associate  Members Plan  ("RAMP"),  the Company offers a
pre-paid  maintenance program covering software upgrades and toll-free telephone
technical support service.

         The  Company  intends to  opportunistically  expand the range of client
support  services  it  provides in order to  strengthen  relationships  with its
clients.  Such  services may include  customized  programming,  private  product
labeling and collaborative web site maintenance.

Product Development

         The Company is  dedicated  to  providing  state-of-the-art,  integrated
systems  for  the  securities   industry.   The  cornerstone  of  the  Company's
development  efforts is its commitment to open  client/server  architecture  and
Internet technology.

         The Company's current project development efforts use object orientated
program methodologies.  This allows the Company to develop applications based on
reusable  libraries  of code  that the  Company  believes  results  in more cost
effective and rapid product  development cycles. The Company extensively employs
Microsoft  tool sets and  standards  in its  product  development  efforts.  The
Company believes that use of these standards and tools  facilitates  interfacing
with other systems and products.

         The Company plans to expand its product line to meet the evolving needs
of its clients.  The Company currently evaluates its offerings to determine what
additional  products or enhancements are required by the securities industry and
develops or enhances products internally to meet clients' needs. However, if the
Company can purchase or license proven products at reasonable  costs, it will do
so in order to avoid  the time and  expense  involved  in  developing  products.
Currently,  the Company's  product  development team is focused on the following
projects:

         Data Mill.  An open  client/server  architecture  system which  permits
securities  professionals to consolidate two or more data feeds for distribution
to terminals on a local area network or the Internet.

                                        7
<PAGE>
         I-Deal. A  fully-integrated  cross-platform  system  facilitating third
party institutional  customers to place brokerage orders,  access their accounts
and other on-line  resources through Internet  technology.  I-Deal will be fully
integratable  with the  leading  "back  office"  brokerage  operations  software
support systems.

         For the fiscal years ended June 30, 1996 and 1997, the Company invested
$203,933 and $265,303,  respectively  on research and  development.  The Company
expects to continue to make significant investments in research and development,
however,   there  can  be  no  assurance   that  the  Company's   financial  and
technological  resources  will  permit  it to  develop  or market  new  products
successfully or respond effectively to technological changes.

Sales and Marketing

         The Company's  existing  customers  include a broad range of securities
professionals  and  institutional  investors in the United States and around the
world.  The  Company's  products  are licensed for use at more than 200 customer
terminals.  The Company's installed customer base includes:

 Canaccord Capital Corporation, Ltd.       Yorkton Securities, Inc.
 Mohawk Oil                                Marleau Lamier Securities
 Bank of Montreal                          Robert Thomas Securities
 Merrill-Lynch                             Hong Kong Bank Discount Trading Corp.
 North American Quotations
 Fidelity Investments, Inc.

         The Company markets its products in the United States,  Canada, Europe,
the  United  Kingdom  and the Far East  directly  through  its  sales  force and
indirectly through its distribution partners. The Company's current direct sales
force is located in the Company's Vancouver, British Columbia headquarters, from
which the Company's  products are marketed  primarily through  telemarketing and
electronic  means. In addition,  the Company uses  direct-mail,  press releases,
customer  referrals and trade show  participation  to generate sales leads.  The
Company  plans to expand its direct sales force by adding field sales  personnel
in the future to increase market exposure and penetration.

                                       8
<PAGE>
         The Company's sales and marketing efforts are  significantly  augmented
by its strategic  relationships with distribution partners which generally offer
related  products and  services.  To date,  the Company has entered into a joint
marketing  arrangement with North American  Quotations under which such MDV will
provide product information and demonstration versions of the Company's products
to their  customers.  In addition,  the Company has entered into a  distribution
alliance  with Hong Kong Bank Discount  Trading Corp.  under which the Company's
PowerTrader Analyst product will be distributed to each of such brokerage's 2000
customers  under the name  PowerCharts.  The  Company  has also  entered  into a
renewable, one year contractual arrangement with Yorkton Securities Inc., in the
form of a site  license for the  Company's  Financial  Wire product  suite.  The
Company  believes  that  such  arrangements  will  significantly   increase  the
Company's  market  presence  and permit  its  distribution  partners  to offer a
complete data feed, information storage and analysis system.

         Products  are   generally   shipped  as  orders  are   received,   and,
accordingly,  the Company has  historically  operated with virtually no backlog.
Because of the generally  short cycle  between  order and shipment,  the Company
does not believe that its backlog as of any particular date is meaningful.

Competition

         The market for informational and analytical  systems  applicable to the
securities industry is intensely  competitive and rapidly evolving.  Most of the
Company's revenues are derived from lengthy,  competition  procurement processes
managed by sophisticated purchasers that extensively investigate and compare the
products  offered by the  Company  and its  competitors.  The  Company  competes
directly  with other vendors of similar  systems and faces  further  competition
from internal  management  information  systems  departments of large securities
brokerages,  many of which have developed functionally  competitive  proprietary
systems. The Company believes that the principal competitive factors influencing
the market for its  products  include  vendor and  product  reputation,  product
architecture,   functionality   and   features,   ease  of  use,   rapidity   of
implementation,  quality of client support,  product  performance and price. The
Company  has  formulated  and  intends to  implement  a pricing  strategy  which
provides  potential  consumers  with a basic suite of products  and current end-
of-day data on a monthly  subscription  basis.  The Company  believes  that this
pricing  structure will  differentiate it from its competitors which principally
charge  for  the  software  package  and  supply  end-of-day  market  data  on a
transaction  based fee.  There can be no assurance that the Company will be able
to compete successfully with respect to any of such factors.

         Many  of  the  Company's   current  and  potential   competitors   have
significantly greater financial, managerial, developmental, technical, marketing
and sales  resources than the Company and may be able to devote those  resources
to develop and introduce systems more rapidly than the Company,  or systems with
significantly  greater  functionality  than and superior overall  performance to
those offered by the Company. These competitors may also be able to initiate and
withstand  significant  price decreases more  effectively  than the Company.  In
addition,  current and potential  competitors  have established or may establish
cooperative  relationships  among  themselves  or with third parties to increase
their ability to offer  products that address the needs of current and potential
customers.  New  competitors or new alliances  among  competitors may emerge and
quickly acquire market share. Competition may, therefore,  result in significant
price  reductions,  decreased gross  revenues,  loss of market share and reduced
acceptance of the Company's products.

                                       9
<PAGE>
         The Company  competes  with a large number of system  vendors,  some of
which sell  comprehensive  systems and some of which sell products which compete
with only one or more modules of the Company's products.  The Company's believes
that it is,  and will be,  competitive  in the  market  place as a result of its
current and future  products'  functional  compatibility,  sophistication,  open
client/server  architecture  and  price;  the  ability  of each of its  users to
customize the systems to meet their unique needs;  and the high level of service
the Company provides to all clients.

Intellectual Property

         The Company's ability to compete  effectively  depends to a significant
extent on its ability to protect its proprietary information. The Company relies
primarily  on  trade  secret  laws,  confidentiality  procedures  and  licensing
arrangements to protect its intellectual property rights.

         The Company generally enters into  confidentiality  agreements with its
consultants,  key employees  and sales  representatives  and generally  controls
access to and  distribution of its software and other  proprietary  information.
Despite  these  precautions,  it may be  possible  for a third  party to copy or
otherwise  obtain  and  use  the  Company's   products  or  technology   without
authorization  or to develop  similar  technology  independently.  Although  the
Company  intends to defend its  intellectual  property  rights,  there can be no
assurance  that the  steps  taken by the  Company  to  protect  its  proprietary
information  will be adequate to prevent  misappropriation  of its  intellectual
property  or that  the  Company's  competitors  will not  independently  develop
software that is substantially equivalent or superior to the Company's software.

         The Company is subject to the risk of alleged infringement by it of the
intellectual  property  rights of others.  Although the Company is not currently
aware of any  pending or  threatened  infringement  claims  with  respect to the
Company's  current  or future  products,  there can be no  assurance  that third
parties will not assert such claims or that any such claims will not require the
Company to enter into  licensing  agreements or result in protracted  and costly
litigation,  regardless of the merits of such claims.  No assurance can be given
that any  necessary  licenses  will be available  or that,  if  available,  such
licenses  can  be  obtained  on  commercially  reasonable  terms.   Furthermore,
litigation  may be  necessary  to enforce the  Company's  intellectual  property
rights,  to protect the Company's  trade secrets,  to determine the validity and
scope of the  proprietary  rights  of  others  or to  defend  against  claims of
infringement. Such litigation could result in substantial costs and diversion of
resources and could have a material  adverse  affect on the Company's  business,
financial condition and results of operations.

Employees

         As of June 30, 1997, the Company employed 12 persons, all of whom serve
on a full-time  basis.  The Company's  employees are not  represented by a labor
union and the  Company's  management  believes that its  relationships  with its
employees are good.

         The Company believes its future success will depend in large part, upon
the continued service of its key technical and senior  management  personnel and
upon the  Company's  continued  ability to attract and retain  highly  qualified
technical and managerial  personnel.  Competition for highly qualified personnel
is intense and there can be no assurance that the Company will be able to retain
its key  managerial  and technical  employees or that it will be able to attract
and retain additional highly qualified technical and managerial personnel in the
future.

                                        10
<PAGE>
ITEM 2.  Description of Properties

         The Company operates  through its wholly owned  subsidiary  PowerTrader
Software   Inc.,   which  occupies  two  offices   having,   in  the  aggregate,
approximately  4000 square feet in Vancouver,  British Columbia under two leases
expiring in 1998 and 1999, respectively.  The Company also maintains a sales and
marketing office in Melbourne, Australia. The Company believes that its existing
facilities  will be adequate to meet its current  anticipated  requirements  and
that, if additional space is needed,  such space will be available on acceptable
terms.

ITEM 3.  Legal Proceedings

         The Company is not presently party to any material legal proceedings.

ITEM 4.  Submission of Matters to a Vote of Security Holders

         No matter was submitted  during the fourth  quarter of fiscal 1997 to a
vote of security holders.

                                       11
<PAGE>
                                    PART II

ITEM 5.  Market for Common Equity and Related Stockholder Matters

         As of September  19, 1997,  there is no public  trading  market for the
Company's  Common Stock and Warrants.  As of such date, the number of holders of
record of each class of security is 139 and 30, respectively.

         As of such date,  an  aggregate  of 600,000  shares of Common Stock are
subject to  outstanding  warrants and 460,000 shares of Common Stock are subject
to  outstanding  options.  Currently,  none of the  shares  outstanding  held by
stockholders of the Company are eligible for sale pursuant to Rule 144 under the
Securities Act.

         The Company has not  declared or paid any cash  dividends on its Common
Stock  since its  inception,  and the Board of  Directors  presently  intends to
retain  cash  flow  for  the  development  of the  Company's  business  for  the
foreseeable  future. The declaration and payment of cash dividends in the future
will be at the  discretion of the  Company's  Board of Directors and will depend
upon a number of factors, including, among others, future earnings,  operations,
capital  requirements,  the general financial  condition of the Company and such
other factors as the Board of Directors may deem relevant.


ITEM 6.  Management's Discussion and Analysis

         The  following  should  be  read  in  conjunction  with  the  Financial
Statements and Notes.  When used in this  Management's  Discussion and Analysis,
the words  "believes,"  "anticipates,"  "expects"  and similar  expressions  are
intended to identify forward-looking  statements. Such statements are subject to
certain  risks and  uncertainties  which  could cause  actual  results to differ
materially  from those  projected.  Readers  are  cautioned  not to place  undue
reliance on forward-looking statements,  which speak only as of the date hereof.
The Company  undertakes  no  obligation  to publicly  release the results of any
revisions  to these  forward-looking  statements  which  may be made to  reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unanticipated events.

Overview

         PowerTrader,  Inc.  ("PowerTrader"  or the "Company") was  incorporated
under the laws of the State of  Delaware  on August 22,  1996 for the purpose of
acquiring the business of  PowerTrader  Software  Inc. in a merger,  exchange of
shares or other business combination. Its sole director, officer and shareholder
was Mr. Withrow. In January,  1997,  PowerTrader  consummated a transaction with
the  shareholders  of  PowerTrader  Software  Inc.  ("PSI")  pursuant  to  which
PowerTrader  became the holder of all of the  issued and  outstanding  shares of
PSI's capital stock, issued an aggregate of 4,174,597 to the former shareholders
of PSI (including  1,467,696 shares to a corporation  controlled by Mr. Withrow)
and assumed liabilities to issue an aggregate of 2,289,517 shares and options to

                                        12

<PAGE>
purchase an additional  149,999  shares of common stock to certain  creditors of
PSI.  Prior to such  transactions,  the Company had not engaged in any  business
activity,  other  than  with  respect  to  organizational  matters,  and  had no
predecessors.

         Through  its  wholly  owned  subsidiary,   PSI,  the  Company  designs,
develops,  markets and supports  informational  and analytical  desktop decision
support and risk management systems for both securities professionals (including
securities  brokerage  firms,  investment  advisors  and  trust  companies)  and
individual  investors.  Substantially  all of the Company's  sales have resulted
from the  distribution of Beta Products and product  development work continues;
accordingly, the Company remains a development stage company.

         Because of the  Company's  limited  operating  history,  the  Company's
results of operations to date are not necessarily indicative of future operating
results.  Moreover,  the Company believes that its  developmental  operations to
date render traditional accounting presentations meaningless.

Results of Operations

Sales.
         Sales  decreased 12.9% during the year ended 30 June 1997 from the same
period  in  1996.   Sales  during  each  of  the  periods   compared  have  been
significantly  impacted  by the limited  financial  resources  available  to the
Company for  allocation  to  advertising  and beta product  marketing.  Sales in
fiscal 1997  decreased  primarily due to  management's  decision to focus on new
market opportunities. Consequently, the marketing efforts were de-emphasized and
greater  importance was placed into  developing  products to capitalize on these
new opportunities resulting from the new network paradigm.

Cost of Sales.

         Cost of sales decreased by $12,655 (or 30.9%) from $40,910 (or 80.3% of
sales) in fiscal  1996 to  $28,255  (or  63.7% of  sales)  in fiscal  1997.  The
decrease in cost of sales from fiscal  1996 to fiscal  1997  resulted  primarily
from  improved  economies of scale and a continued  restriction  on resources to
market the company's products.

Selling, General and Administrative Costs.

         Selling, General and Administrative Costs ("SGA") increased by $248,713
(or 61.4%) from $405,099 (or 794.8% of sales) in the year ending 30 June 1996 to
$653,812  (or  1,473.4%  of sales) in the same period  ended 30 June 1997.  Such
expenses were incurred to develop the necessary organizational infrastructure to
support the  implementation  of the Company's  business plan, and as a result of
expenses  incurred in relation to the Company's  proposed public  offering.  SGA
includes  salaries and benefits for  corporate  management,  administrative  and
sales personnel, as well as rent expense for PSI's offices. Because the level of
SGA  which  is  required  to  maintain  adequate  corporate   infrastructure  is
relatively  fixed in nature,  management  anticipates  that such  expenses  as a
percentage of sales will decline as total sales levels increase.

Development Costs.

         Development  Costs increased by $61,370 (or 30%) from $203,933 (or 400%
of sales) in the fiscal  period  ending 30 June 1996 to  $265,303  (or 597.9% of
sales) for the same period ended 30 June 1997.  Such  increases  in  development
expense were primarily  attributable to costs incurred to support  modifications
and error corrections  discovered during beta product testing of the PowerTrader
suite  of  products  and the  development  of a new  series  of  Internet  based
applications.

Net Loss.

         As a result of the  foregoing,  the Company  experienced  a net loss of
$902,997 (or 2,035.% of sales) in fiscal 1997 compared to a net loss of $598,971
(or 1,175.1% of sales) in fiscal 1996.  Such losses may be offset in part by the
use of net loss tax  carry  forwards  in future  years.  Because  of  additional
research and development  expenses and the additional  personnel  expenses which
the Company  believes will be necessary to establish its  competitive and market
position  and  build  the  organizational  infrastructure  required  to  support
implementation  of the Company's growth  strategy,  the Company expects to incur
further losses in the future.  Such losses will likely have a negative impact on
the  Company's  results of  operation,  particularly  if sales of the  Company's
current products fall below expectation.

                                        13

<PAGE>
Liquidity and Capital Resources

         The  principal  source  of funds to the  Company  and PSI  since  their
respective  formation has been derived from the net proceeds of certain  private
offerings of securities  which,  together with the proceeds of sales,  have been
used to fund continued  research and  development  expenses as well as necessary
SGA costs.  Although the Company  believes that the proceeds of these  offerings
and, to a lesser extent,  cash generated from operations,  will be sufficient to
fund its  operations  and  planned  capital  expenditures  for at least the next
twelve  months,  there can be no  assurance  that the  Company  will not require
additional financing during that time or thereafter. The Company has no plans to
secure any such  additional  financing.  The  inability of the Company to obtain
additional financing,  if necessary,  on acceptable terms, could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.   If  additional  funds  were  raised  by  the  issuance  of  equity
securities, further dilution to existing stockholders could result.

         The  Company's  limited  capital  resources  have caused the  Company's
independent accountants to issue a report which indicates that substantial doubt
exists as to the Company's  ability to continue as a going concern.  The Company
believes that the potential  success in securing any  development  contracts for
work  currently in progress and tenders  under  negotiation  will  significantly
improve the capital  resources of the Company and thereby address certain of the
going concern  reservations.  Accordingly,  the Company considers the conditions
which resulted in questions  about the Company's  ability to continue as a going
concern will be substantially alleviated through this process.

Income Taxes

         The Company did not have any  material  current or deferred  income tax
liabilities  at June 30, 1997 or 1996.  However,  the Company did have available
tax benefits of loss  carry-forwards  for 1997 totaling  $1,778,400  including a
total in 1996 of  $1,012,000.  The Company did not record  these tax benefits in
the  Financial  Statements  because the Company  believes that it is more likely
than not that the tax  benefits  would  not be  realized.  Accordingly,  the tax
benefits  have been  reduced by a  valuation  allowance  of $758,000 in 1997 and
$495,500 in 1996.

ITEM 7.  Financial Statements

The  Company's  Balance  Sheet  as of  June  30,  1997  and  the  Statements  of
Operations,  Stockholders'  Equity and Cash  Flows for the years  ended June 30,
1997 and June 30, 1996  together  with the notes  thereto and the reports of the
Company's independent  auditors,  thereon, are included as a separate section of
this report which begins on page F-1.

ITEM 8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

None

                                       14
<PAGE>
                                    PART III

ITEM 9.  Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16 (a) of the Exchange Act.

The following  table sets forth certain  information  concerning  the directors,
executive officers and other key employees of the Company:

      Name                  Age                       Position
      ----                  ---                       --------

Michael C. Withrow          34           Director, Chairman, President and Chief
                                         Executive Officer

David C. Furlonger          35           Director, Chief Financial Officer and
                                         Secretary

George E. McCord            57           Director, Chief Information Officer


         The  services of Messrs.  Withrow  and  Furlonger  are  provided to the
Company under an agreement with corporations  wholly owned by such persons.  Mr.
McCord  devotes  up to an  aggregate  of 120  hours  a  month  to the  Company's
business.  Set forth below are  descriptions of the backgrounds of the executive
officers and directors of the Company:

Michael C. Withrow has been a director,  Chairman  and  President of the Company
since its inception in August 1996.  Also,  Mr. Withrow has served as a director
of PSI, since its inception in 1988 and in August,  1994, became  President.  In
September  1996,  he was named  Chairman of the Board of PSI. From 1990 to 1992,
Mr.  Withrow  was  engaged as an  account  executive  with  Merisel,  Canada,  a
multinational  distributor of computer equipment, from 1992 to 1993 as a private
professional  securities  trader,  and  from  1993 to  1994 as an  institutional
securities trader with Canaccord Capital Corporation,  Ltd., Vancouver,  British
Columbia.

David C. Furlonger has been a director, Secretary and Chief Financial Officer of
the Company since its inception in August 1996. In September 1996, Mr. Furlonger
was named a director of PSI.  From April,  1995 to March,  1996,  Mr.  Furlonger
served as Senior Proprietary Trader for Commerzbank AG, London,  United Kingdom.
For more than five years prior thereto, he was employed by Baring Brothers & Co.
serving most recently as a manager within the treasury and trading operations.

George E. McCord was elected by the Board to fill a vacancy on the Board in June
1997.  For the last eight  years,  Mr.  McCord has acted as a  Principal  in the
Financial  Markets  Consulting Group, New York, NY. Prior to this, he served for
five  years  as Vice  President  Information  Systems  Development  at  Instinet
Corporation, New York, NY.

         The Board of Directors of the Company  consists of three  members.  The
Company's  Certificate  and  Bylaws  provide  that the Board of  Directors  will
consist  of  three  classes   serving   staggered  three  year  terms,  so  that
approximately one-third of the directors will be elected at each annual meeting.
The number of directors  comprising  the Board of Directors  may be increased or
decreased by  resolution  adopted by the  affirmative  vote of a majority of the
Board of Directors.
                                       15

<PAGE>
Compliance with Section 16 (a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the  Company  during  its most  recent  fiscal  year  and Form 5 and  amendments
thereto, or written representations that no Form 5 is required, furnished to the
Company,  the Company believes that two reporting  persons (Messrs.  Withrow and
Furlonger) each failed to file on a timely basis one Form 4, each of which would
have  disclosed an award of employer  stock  options.  In addition,  Mr.  George
McCord failed to file on a timely basis a Form 3 upon his election as a director
of the Company.

ITEM 10.  Executive Compensation

Executive Compensation

         The following table summarizes information concerning cash and non-cash
compensation  paid to or accrued for the benefit of the chief executive  officer
of the Company for all services  rendered in all  capacities  to the Company and
its predecessors.  No other officers of the Company earned  compensation of more
than $100,000 during the fiscal year ended June 30, 1997.

                           SUMMARY COMPENSATION TABLE

                                Annual Compensation
Name of Principal           ------------------------------         Other Annual
    Position                Year       Salary        Bonus         Compensation
    --------                ----       ------        -----         ------------

Michael C. Withrow          1996      $62,963          -                -
 Chairman, President
 and CEO of the Company

<TABLE>
<CAPTION>

                                    Number of
                                   Securities              Percent of Total
                                   Underlying             Options Granted to
                                     Options             Employees in Fiscal
           Name                      Granted                     Year                  Exercise Price            Expiration Date
           ----                      -------                     ----                  --------------            ---------------

<S>                                  <C>                        <C>                         <C>                     <C> 
Michael C. Withrow                   200,000                    43.5%                       2.00                    April 2000

</TABLE>


         PSI has entered  into an  employment  agreement  with 458468 BC Ltd., a
British Columbia corporation wholly owned by Michael C. Withrow ("458468"),  the
Company's  Chairman  and  President.  Pursuant  to that  agreement,  458468 will
provide the services of Mr.  Withrow to manage PSI's  operations.  The agreement
with 458468 will expire in September, 1999, subject to renewal, at the option of
PSI, for an  additional  three year term.  The  agreement  with 458468  contains
non-competition clauses that provide, in pertinent part, that during the term of
the  agreements,  as  they  may be  extended,  and  for a  period  of  one  year
thereafter, 458468 will not engage in any activity competitive with the business
of PSI,  will not solicit or attempt to solicit  customers  or employees of PSI,
and will not otherwise interfere with PSI's business relationships.


Director Compensation

         Under the  Company's  present  policy,  no  director  of the Company is
entitled  to receive  compensation  for  services  rendered  to the Company as a
director.  Directors are entitled to be reimbursed for expenses incurred by them
in attending meetings of the Board of Directors and its committees.


                                       16

<PAGE>
ITEM 11.  Security Ownership of Certain Beneficial Owners

         The following table sets forth certain  information as of September 19,
1997,  concerning the beneficial ownership of the Company's Common Stock by each
person known by the Company to be the beneficial owner of more than five percent
of the outstanding Common Stock, each director,  each executive officer named in
the Summary  Compensation  Table above, and all directors and executive officers
of the  Company as a group.  Each person  named has sole  voting and  investment
power with respect to the shares  indicated,  except as otherwise  stated in the
notes to the table:

Name and Address
of Beneficial Owner                         Amount                     Percent
-------------------                         ------                     -------

Michael C. Withrow                          1,667,697(1)               21.2%
12-1850 Argue Street
Port Coquitlam,
 British Columbia

David C. Furlonger                            450,000(2)                5.7%
11837 190th Street
Pitt Meadows,
 British Columbia

George E. McCord                               50,000(3)                  *

All directors and                           2,167,697                  27.5%
executive officers
as a group  (2 persons)
-------------------------------

 *       Less than 1%.

 (1)     The  stated  number of shares are held of record by 458468 of which Mr.
         Withrow is the sole  shareholder.  Includes  200,000  shares subject to
         acquisition by 458468 upon exercise of currently exerciseable options.

 (2)     The stated number of shares are held of record by Peridot International
         Enterprises, Ltd. ("Peridot") of which Mr. Furlonger is the controlling
         shareholder.  Includes 100,000 shares subject to acquisition by Peridot
         upon exercise of currently exerciseable options.

 (3)     The  stated  number of  shares  are  comprised  of  shares  subject  to
         acquisition  by Mr.  McCord  upon  exercise of  currently  exerciseable
         options.


ITEM 12. Certain Relationships and Related Transactions

         From time to time,  the Company and its wholly owned  subsidiary,  PSI,
have engaged in various transactions with its directors,  executive officers and
other affiliated parties. The following paragraphs summarize certain information
concerning such  transactions and  relationships  which have occurred during the
past two fiscal years or which are presently proposed.

         On August 1, 1995,  Michael C.  Withrow,  a director and the  Chairman,
President and Chief  Executive  Officer of the Company  converted a debt owed to
him by PSI of approximately $58,736 incurred to fund working capital into equity
of  1,857,645  shares of PSI's  common  stock and  transferred  those  shares to
458468.  The debt was  payable on demand and did not  provide for the payment of
interest.  The  conversion  ratio was determined by reference to the recent sale
prices of PSI's common stock to unaffiliated parties.


                                       17

<PAGE>
         On October 24,  1996,  PSI entered into an  agreement,  effective as of
October 24, 1996, with Peridot, of which David C.  Furlonger is the  controlling
shareholder.  Pursuant to such agreement,  Peridot  provides the services of Mr.
Furlonger,  a director  and the Chief  Financial  Officer and  Secretary  of the
Company, to act as principal accounting manager to PSI in exchange for an annual
fee of approximately $51,852, the right to receive certain options to purchase a
portion of the Company's  common  stock,  and 350,000  restricted  shares of the
Company's common stock.

         On  January  2,  1997,  the  Company  acquired  all of the  issued  and
outstanding  shares of PSI,  in which  David C.  Furlonger  and Mr.  Withrow are
directors and Mr. Withrow held a substantial equity interest. As a result of the
transaction,  458,468  became the  beneficial  owner of 1,467,696  shares of the
Company's Common Stock.

         On June 12, 1997,  PSI entered into a consulting  agreement with George
E. McCord, a director and the Chief Information Officer of the Company. Pursuant
to such agreement,  Mr. McCord provides to the Company up to 120 hours per month
of  telephonic or other advice and counsel  regarding the Company's  business in
exchange for an annual fee of  approximately  $88,800,  payment of 66.67% of all
travel, accomodation and incidental expenses incurred with respect to travel and
the  right  to  receive  a  certain  number  of  shares  upon the  first  annual
anniversary of the date of the consulting agreement.

         Except for the June 12, 1997 agreement  with Mr. McCord,  the terms and
conditions of the foregoing  transactions  were not negotiated on an arms-length
basis and inherently  involve conflicts of interests between the Company and the
related  party.  All future  transactions  between the Company and its officers,
directors,  principal stockholders and affiliates are required to be approved by
a majority of the independent and disinterested outside directors and must be on
terms no less favorable to the Company than could be obtained from  unaffiliated
third parties under similar circumstances.

ITEM 13.          Exhibits and Reports on Form 8-K.

         (a)      Exhibits.

                  See Exhibit Index beginning on page E-1 of this Report.

         (b)      Reports on Form 8-K.

                  A report on Form 8-K was filed with the  Commission  dated May
                  2, 1997,  disclosing the  acquisition of certain  intellectual
                  properties  and, as part of the  acquisition,  the issuance of
                  125,000 shares of Common Stock in reliance on Regulation S.

                  A report on Form 8-K was filed with the  Commission  dated May
                  2,  1997,  disclosing  the  issuance  of 100,000  units,  each
                  consisting  of one share of Common  Stock and one  warrant  to
                  purchase an additional  share of Common Stock,  in reliance on
                  Regulation S.

                                       18

<PAGE>
                                                               Auditors' Report


To The Shareholders
PowerTrader, Inc.


We have  audited  the  Consolidated  Balance  Sheets  of  PowerTrader,  Inc.  (A
Development  Stage  Company) as at June 30,  1997 and 1996 and the  Consolidated
Statements of Loss, Cash Flow, and Changes in Shareholders' Equity (Deficit) for
each of the years in the three year  period  ended June 30,  1997.  We have also
audited  the  Consolidated   Statements  of  Loss,  Cash  Flow  and  Changes  in
Shareholders'  Equity (Deficit) for the period from December 29, 1988 (inception
of PowerTrader  Software Inc.) to June 30, 1997  (cumulative).  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States.  Those standards require that we plan and perform an audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our  opinion,  these  consolidated  financial  statements  referred  to above
present fairly, in all material respects, the financial position of PowerTrader,
Inc. as at June 30, 1997 and 1996 and the results of its operations and its cash
flows for each of the years in the three year period ended June 30, 1997 and the
period from  December  29, 1988  (inception)  to June 30, 1997  (cumulative)  in
accordance  with the  generally  accepted  accounting  principles  in the United
States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 1 to the
financial  statements,  the  Company  has  incurred  recurring  losses,  has  an
accumulated deficit and a working capital  deficiency,  which raises substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also  described in Note 1. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

Vancouver, British Columbia
August 15, 1997                                      CHARTERED ACCOUNTANTS


                                       F-1

<PAGE>
<TABLE>

                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                                     Consolidated Balance Sheets
                                                     (Expressed in U.S. Dollars)

<CAPTION>
June 30                                                                                1997                1996
-----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>
Assets

Current
Cash                                                                           $     99,986       $     127,077
Deposits and prepaids                                                                12,883               2,392
                                                                         ----------------------------------------
                                                                                    112,869             129,469

Fixed assets, note 3                                                                754,741              57,249
                                                                         ----------------------------------------
                                                                                $   867,610       $     186,718
-----------------------------------------------------------------------------------------------------------------

Liabilities

Current
   Accounts payable and accrued liabilities, note 3                             $   362,520       $     168,655
Notes payable, note 4                                                                74,248                   -
 Current portion of capital lease obligations, note 5                                 5,894               5,810
                                                                         ----------------------------------------
                                                                                    442,662             174,465

Capital lease obligations, note 5                                                     2,555               8,166
Share subscriptions, note 6                                                               -             408,089
                                                                         ----------------------------------------
                                                                                    445,217             590,720
                                                                         ----------------------------------------

Shareholders' Equity (Deficit)

Share capital, note 7
   Authorization
The company is  authorized  to issue 23,000,000
  common shares and 2,000,000 preferred shares
  with a $.01 par value per share

Issued and outstanding common shares                                                986,030             646,331
     7,633,115 Common shares (1996 - 4,174,597)
Capital surplus                                                                   1,389,693                  -
Accumulated deficit during development stage                                    (1,953,330)         (1,050,333)
                                                                         ----------------------------------------
                                                                                    422,393           (404,002)
                                                                         ----------------------------------------
                                                                              $     867,610      $      186,718
-----------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying  summary of significant  accounting policies and notes form an
integral part of these financial statements.

                                       F-2

<PAGE>
<TABLE>

                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                                 Consolidated Statements of Loss
                                                     (Expressed in U.S. Dollars)

<CAPTION>

                                                                                                         December 29, 1988
                                                Year Ended         Year Ended        Year Ended           (inception) to
                                                  June 30,           June 30,          June 30,            June 30, 1997
                                                      1997               1996              1995             (cumulative)
--------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>                <C>               <C>                <C>          
Revenue                                            $44,373            $50,971           $44,026            $     139,370
Cost of Sales                                       28,255             40,910            17,411                   86,576
                                                    16,118             10,061            26,615                   52,794
                                         ---------------------------------------------------------------------------------

Selling, general and                               653 812            405,099           369,910                1,428,821
   Administrative costs
Development costs                                  265,303            203,933           108,067                  577,303
                                         ---------------------------------------------------------------------------------

Net loss                                      $  (902,997)       $  (598,971)       $ (451,362)            $ (1,953,330)
--------------------------------------------------------------------------------------------------------------------------

Loss per share                                   $  (0.16)          $  (0.14)         $  (0.11)
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying  summary of significant  accounting  policies and notes form an
integral part of these financial statements.

                                       F-3

<PAGE>
<TABLE>

                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                            Consolidated Statements of Cash Flow
                                                     (Expressed in U.S. Dollars)

<CAPTION>
                                                                                                       December 29, 1988
                                                Year Ended        Year Ended        Year Ended           (inception) to
                                                  June 30,          June 30,          June 30,            June 30, 1997
                                                      1997              1996              1995             (cumulative)
-------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>               <C>                  <C>              
Cash provided (used) by:

Operating activities
Operations
Net loss                                        $(902,997)        $(598,971)        $(451,362)           $  (1,953,330)
Item not involving cash
     Amortization                                   42,210            26,589            15,257                   84,056
Increase (decrease) from
     changes in:
Deposits and prepaids                             (10,491)             (620)           (1,772)                 (12,883)
Accounts payable and
       Accrued liabilities                         193,865            71,997            96,657                  362,519
                                         --------------------------------------------------------------------------------

                                                 (677,413)         (501,005)         (341,220)              (1,519,638)
                                         --------------------------------------------------------------------------------
Financing activities
Notes payable financing received                    74,248                 -                 -                   74,248
Lease financing received                                 -            11,074             7,716                   18,790
Repayment of obligations                           (5,527)           (3,732)           (1,081)                 (10,340)
     under capital leases
Shareholders' advances                                   -           253,917           392,305                  646,222
Issuance of share capital
     and subscriptions                             632,049           408,089                 -                1,040,247
                                         --------------------------------------------------------------------------------
                                                   700,720           669,348           398,940                1,769,167 
                                         --------------------------------------------------------------------------------
Investing activity
   Net assets acquired on
     Reverse Acquisition                          314,254                  -                 -                 314,254
   Investment in fixed assets                    (364,702)          (43,690)          (55,405)                (463,797)
                                         --------------------------------------------------------------------------------
                                                  (50,448)          (43,690)          (55,405)                (149,543)
                                         --------------------------------------------------------------------------------
Increase (decrease) in cash                       (27,091)           124,653             2,315                   99,986
Cash, beginning of period                          127,077             2,424               109                        -
                                         --------------------------------------------------------------------------------
Cash, end of period                                $99,986          $127,077            $2,424          $        99,986
-------------------------------------------------------------------------------------------------------------------------

Non-cash transactions
   Shares issued for debt                         $      -           646,222                 -            $     646,222
Share issued for software                         $375,000                 -                 -            $     375,000
     Acquisition
Shares issued on reverse
     Acquisition of software                      $314,254                 -                 -            $     314,254
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying  summary of significant  accounting  policies and notes form an
integral part of these financial statements.


                                       F-4

<PAGE>
<TABLE>

                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
            Consolidated Statements of Changes in Shareholders' Equity (Deficit)
                                                     (Expressed in U.S. Dollars)

<CAPTION>
                                                                                                                        Deficit
                                                                                                                        Accumulated
                                      Class "A"                 Class "B"                                               During the
                                       Common                     Common                 Common           Capital       Development
                                  Shares       Amount         Shares     Amount    Shares      Amount     Surplus       Stage
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>  <C>                    <C> <C>           <C>          <C>   <C>              <C>
Shares issued for cash
29 December 1988                       -   $          -            -  $      -      100          $70   $        -       $          -

Shares redeemed and
 Cancelled
12 September 1989                      -              -            -         -    (100)        (70)            -                   -

Shares issued
12 September 1989                    100             72          100                73            -            -                   -

Shares redeemed and
 cancelled
12 July 1990                          35           (24)           16      (12)       -            -            -                   -
                         -----------------------------------------------------------------------------------------------------------

Balance at
1 July 1994                           65             48           84       61        -             -            -                  -

Net loss                               -              -            -        -        -             -            -          (451,362)
                         -----------------------------------------------------------------------------------------------------------

Balance at
30 July 1995                          65             48           84       61        -             -            -          (451,362)

Shares issued                  4,174,448        646,222            -        -                                                      -
 for debt

Net loss                               -              -            -        -                                              (598,971)
                         -----------------------------------------------------------------------------------------------------------

Balance at
30 June 1996                   4,174,513        646,270           84       51            -   646,331            -        (1,050,333)
Reverse acquisition
1 January 1997                                                                   5,088,598   314,254            -

Shares issued for
Software share
subscriptions, note 6                  -              -            -        -    2,319,517    23,195      691,943


Computer software, note 3                                                         125,000       1250      373,750

Cash                                   -              -            -        -     100,000       1000      324,000

Net loss                               -              -            -        -           -          -            -          (902,997)
                         -----------------------------------------------------------------------------------------------------------
Balance at
30 June 1997                           -              -            -        -   7,633,115   $986,030   $1,389,693       $(1,953,330)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying  summary of significant  accounting  policies and notes form an
integral part of these financial statements.

                                                        F-5

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                      Summary of Significant Accounting Policies

June 30, 1997



Consolidation                     These   financial   statements   include   the
                                  accounts   of   PowerTrader,   Inc.   and  its
                                  wholly-owned  subsidiary  PowerTrader Software
                                  Inc.    ("Software")    (collectively,     the
                                  "Company")  which was  acquired  in a "Reverse
                                  Acquisition".  Software (and not  PowerTrader,
                                  Inc.)  is  treated  as  the   "acquiring"   or
                                  "continuing"  entity for financial  accounting
                                  purposes,  notwithstanding  that  PowerTrader,
                                  Inc.  is  the  continuing   entity  for  legal
                                  purposes.    Accordingly,   the   consolidated
                                  statements  of  loss  are  a  continuation  of
                                  Software's financial statements, and therefore
                                  reflect (i) the  operations  of Software  from
                                  inception  (December  29,  1988)  and (ii) the
                                  operations of PowerTrader,  Inc. after January
                                  2, 1997, the date of acquisition.

                                  All significant intercompany  transactions and
                                  balances are eliminated on consolidation.

Basis of Presentation             The  consolidated  financial  statements  have
                                  been  prepared in  accordance  with  generally
                                  accepted  accounting  principles in the United
                                  States.

Foreign Currency Translation      Foreign  monetary  assets and  liabilities are
                                  translated  into US  dollars  at the  rates of
                                  exchange in effect at the balance sheet dates.
                                  Monetary  assets are  translated at historical
                                  rates.   Revenue   and   expense   items   are
                                  translated   at   average    exchange    rates
                                  prevailing  during  the  period,   except  for
                                  amortization  which is  translated at the same
                                  rate as the assets to which it applies.

                                  Foreign currency  translation  adjustments are
                                  included in income.

                                  Exchange  ratios  between the  Canadian and US
                                  dollar   for   periods   presented   in  these
                                  financial  statements  with bracketed  figures
                                  reflecting  the  average  rate for the  period
                                  are:

                                  June 30, 1997   US$1.00:      $1.3805 (1.3663)
                                  June 30, 1996   US$1.00       $1.3836 (1.3600)
                                  June 30, 1995   US$1.00       $1.3725 (1.3793)


Fixed Assets                      Fixed    assets   are    recorded   at   cost.
                                  Amortization  is  provided  at  the  following
                                  annual rates:


                                  Computer equipment       30% declining balance
                                  Computer software       100% declining balance
                                  Furniture and equipment  20% declining balance


                                       F-6

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                          Summary of Significant Accounting Policies - Continued


June 30, 1997


Revenue  Recognition              The Company  records  revenue from the sale of
                                  computer software upon shipment of products.

Research and Development          Research and development  costs are charged to
                                  expense as incurred. Costs


Capitalized Software Costs        Certain  software  development and productions
                                  costs  are   capitalized   upon  a   product's
                                  reaching   technological   feasibility.    The
                                  capitalization of these costs will stop when a
                                  product  is  ready  for  sale.   Technological
                                  feasibility  is considered to be attained when
                                  the  company  has   completed   all  planning,
                                  designing,  coding and testing activities that
                                  are  necessary to  establish  that the product
                                  can   be   produced   to   meet   its   design
                                  specifications  including functions,  features
                                  and technical  performance  requirements.  The
                                  Company has attained technological feasibility
                                  on  certain  products,  however,  it  has  not
                                  incurred any capitalizable  costs with respect
                                  to these products.

Estimates and Assumptions         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 and
                                  disclosure    of    contingent    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
                                  estimates.

Fair Value of Financial
Instruments                       The  respective  carrying  value of certain on
                                  balance    sheet     financial     instruments
                                  approximated   their   fair   values.    These
                                  financial  instruments  include cash, accounts
                                  receivable,   accounts   payable  and  accrued
                                  liabilities,  notes  payable and capital lease
                                  obligations.   Fair  values  were  assumed  to
                                  approximate    carrying   values   for   these
                                  financial  instruments  since  they are  short
                                  term  in  nature,   their   carrying   amounts
                                  approximate fair values or they are receivable
                                  or payable on demand.

Loss Per Share                    Loss  per  share  is  calculated  based on the
                                  weighted average number of shares outstanding.



                                       F-7

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                          Summary of Significant Accounting Policies - Continued

June 30, 1997


New Accounting
Pronouncements                    Statement  of Financial  Accounting  Standards
                                  No.   123,   "Accounting   for   stock   based
                                  compensation"  (SFAS No.  123).  SFAS No.  123
                                  encourages  entities  to adopt the fair  value
                                  method   in   place  of  the   provisions   of
                                  Accounting  Principles  Board  Opinion No. 25,
                                  "Accounting  for stock  issued  to  employees"
                                  (APB No. 25) for all arrangements  under which
                                  employees  receive  shares  of  stock or other
                                  equity  instruments  of  the  employer  or the
                                  employer  incurs  liabilities  to employees in
                                  amounts  based on the price of its stock.  The
                                  Company has elected to continue accounting for
                                  stock   options   issued   to   employees   in
                                  accordance  with APB No. 25 but will  disclose
                                  the  effects of stock  options  in  accordance
                                  with SFAS No. 123. The adoption did not have a
                                  material  effect  on the  Company's  financial
                                  position or results of operations.

                                  Statement  of Financial  Accounting  Standards
                                  No. 128,  "Earnings Per Share ("SFAS No. 128")
                                  issued by the Financial  Accounting  Standards
                                  Board is effective  for  financial  statements
                                  with fiscal years beginning after December 15,
                                  1997. The new standard  simplifies  guidelines
                                  regarding the calculation and  presentation of
                                  earnings  per  share.  The  Company  does  not
                                  expect  adoption to have a material  effect on
                                  the presentation of its results of operations.

                                  In  June  1997,   the   Financial   Accounting
                                  Standards Board issued  Statement of Financial
                                  Accounting   Standards   No.  130,   Reporting
                                  Comprehensive   Income  ("SFAS  130"),   which
                                  establishes   standards   for   reporting  and
                                  display   of   comprehensive    income,    its
                                  components    and    accumulated     balances.
                                  Comprehensive income is defined to include all
                                  changes in equity except those  resulting from
                                  investments  by owners  and  distributions  to
                                  owners.  Among  other  disclosures,  SFAS  130
                                  requires  that all items that are  required to
                                  be   recognized   under   current   accounting
                                  standards  as  components   of   comprehensive
                                  income be reported  in a  financial  statement
                                  that is displayed with the same  prominence as
                                  other financial statements.

                                  SFAS 130 is effective for financial statements
                                  for periods  beginning after December 15, 1997
                                  and  requires   comparative   information  for
                                  earlier  years to be restated.  Because of the
                                  recent  issuance of this standard,  management
                                  has been unable to fully  evaluate the impact,
                                  if any, SFAS 130 may have on future  financial
                                  statement  disclosures.  Results of operations
                                  and  financial  position,   however,  will  be
                                  unaffected by implementation of this standard.



                                       F-8

<PAGE>





                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                          Summary of Significant Accounting Policies - Continued

June 30, 1997



New Accounting 
Pronouncements
continued                         In  June  1997,   the   Financial   Accounting
                                  Standards   Board   issued   SFAS   No.   131,
                                  Disclosures  and Segments of an Enterprise and
                                  Related   Information   ("SFAS   131")   which
                                  supersedes  SFAS No. 14,  Financial  Reporting
                                  for  Segments of a Business  Enterprise.  SFAS
                                  131  establishes  standards  for the way  that
                                  public  companies  report   information  about
                                  operating   segments   in   annual   financial
                                  statements and requires  reporting of selected
                                  information   about   operating   segments  in
                                  interim  financial  statements  issued  to the
                                  public.  It  also  establishes  standards  for
                                  disclosures  regarding  products and services,
                                  geographic areas and major customers. SFAS 131
                                  defines  operating  segments as  components of
                                  company   about   which   separate   financial
                                  information  is available that is regularly by
                                  the chief operating decision maker in deciding
                                  how to  allocate  resources  and in  assessing
                                  performance.

                                  SFAS 131 is effective for financial statements
                                  for periods  beginning after December 15, 1997
                                  and  requires   comparative   information  for
                                  earlier  years to be restated.  Because of the
                                  recent  issuance of SFAS 131,  management  has
                                  been unable to fully  evaluate the impact,  if
                                  any, it may have on future financial statement
                                  disclosures.   Results   of   operations   and
                                  financial   position,    however,    will   be
                                  unaffected by implementation of this standard.


                                       F-9

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                  Notes to the Consolidated Financial Statements
                                                     (Expressed in U.S. Dollars)

June 30, 1997


1.       Nature of Business and Continued Operations

         PowerTrader,  Inc. and Software (the "Company") design, develop, market
         and support  informational and analytical  desktop decision support and
         risk  management  systems.  Software  was  originally  incorporated  on
         December 29, 1988 under the name  Corporate  Media  Solutions,  Inc. On
         November 6, 1989, it changed its name to Precision  Investment Services
         and on April  16,  1996,  changed  its name from  Precision  Investment
         Services,  Inc. to  PowerTrader  Software Inc. The Company was inactive
         until July 1994 when it commenced  development  of its current suite of
         software  products.  On January 2, 1997,  The Company was acquired in a
         Reverse Acquisition by PowerTrader Software, Inc. (Note 2).

         To date,  since the  Company  has only sold Beta  product  and  support
         services,  major product development work continues and the Company has
         not yet recorded significant sales, accordingly, the Company is still a
         development  stage  company with its  principal  business and assets in
         Canada and its revenue earned in Canada.

         These  financial  statements  are stated in U.S.  dollars and have been
         prepared in accordance with United States generally accepted accounting
         principles,  on a going concern basis.  As reflected in these financial
         statements,  the Company has at June 30, 1997 an accumulated deficit of
         $1,953,330 and a working capital  deficiency of $329,793.  In addition,
         the Company  has  incurred  operating  losses in each of the last three
         years.  These factors among others,  raise  substantial doubt about the
         Company's  ability  to be able to  continue  as a  going  concern.  The
         ability of the Company to continue as a going  concern is  dependent on
         the Company  obtaining  additional  financing through private or public
         share  offerings or debt.  The financial  statements do not include any
         adjustments   related  to  the  recoverability  and  classification  of
         recorded asset amounts or the amounts and classification of liabilities
         that may be  necessary  should the  Company be unable to  continue as a
         going concern.  However, it is reasonably  possible,  based on existing
         knowledge,  that  changes in future  conditions  in the near term could
         require a material change in the recognized  amounts for the assets and
         liabilities.

         Management's  plans in this regard are to obtain financing from private
         or public  share  offerings  or debt  until  such time that  sufficient
         revenue can be generated to sustain continuing operations.


2.       Acquisition

         On January 2, 1997,  PowerTrader,  Inc.  entered into an agreement with
         the shareholders of Software whereby it acquired all of the outstanding
         shares of  Software  in  exchange  for  4,174,597  common  shares.  The
         transaction  was  accounted  for as a  Reverse  Acquisition,  utilizing
         historical costs. Software is in the same business as PowerTrader, Inc.
         The financial  position of  PowerTrader,  Inc. as of January 2, 1997 is
         summarized as follows:

                         Tangible assets                      $ 314,468
                         Liabilities                              (214)
                                                              ---------
                         Shareholders' equity                 $ 314,254
                                                              =========


                                      F-10

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                  Notes to the Consolidated Financial Statements
                                                     (Expressed in U.S. Dollars)

June 30, 1997



         The following is a summary of pro-forma  sales,  pro-forma net loss and
         pro-forma loss per share for the Company under the assumption  that the
         Reverse Acquisition was completed on July 1, 1996.

                                               1997             1996
                                           (Unaudited)       (Unaudited)
                                           -----------       -----------
         Pro-forma sales                     $ 44,373         $ 50,971

         Pro-forma net loss               $ 1,164,029         $598,971

         Pro-forma loss per share            $ (0.20)          $(0.14)

3.       Fixed Assets

                                          Accumulated
                             Cost        Amortization     1997 Net     1996 Net
                             ----        ------------     --------     --------
Computer equipment         $186,666         $52,443       $139,224     $54,606
Computer software           626,211          29,635        596,576       2,643
Furniture and equipment      25,921           1,979         23,942           -
                           ---------------------------------------------------

                           $838,798         $84,057       $754,741     $57,249
                           ===================================================

         Source code related to the  acquisition of $592,312 in software  during
         1997 is being held in escrow pending the Company's  payment of $170,228
         which is  presently  included in  accounts  payable,  representing  the
         balance of the software purchase price owing.

         The estimated  useful life of the fixed assets  varies  between 1 and 5
         years.

4.       Notes Payable

         The notes  payable  bear  interest  at 10% per annum and are due on the
         earlier of the date the Company is registered  with the  Securities and
         Exchange Commission under the Securities Act of 1933 or on May 5, 1997.
         Subsequent to year-end, $36,219 in notes payable were repaid.

5.       Capital Lease Obligations

         The company  has two  capital  leases for  computer  equipment.  Future
         minimum lease payments are as follows:

                  1998                               $ 5,894
                  1999                                 3,447
                                                     -------
                                                       9,341
                  Interest Component                   (892)
                                                     $ 8,449

                                      F-11

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                  Notes to the Consolidated Financial Statements
                                                     (Expressed in U.S. Dollars)

June 30, 1997


6.       Share Subscriptions

         As at June 30, 1996,  Software  had  received a total of $408,089  with
         respect to  subscriptions  for  1,599,880  Class "A" common  shares and
         received a further $307,049 with respect to  subscriptions  for 689,637
         Class "A" common shares during 1997.  Software shares were never issued
         for these share subscriptions, accordingly the amounts were recorded as
         a liability at June 30, 1996.  On the date of the Reverse  Acquisition,
         and shortly  thereafter,  these  liabilities  were settled  through the
         issuance of 2,319,517 PowerTrader, Inc. shares.

7.       Share Capital

         Restricted Shares

         All of the outstanding  common shares are restricted shares and may not
         be sold in the absence of registration under the Securities Act of 1933
         (United States).

         Prospectus

         The  Company is  registered  under the  Security  Acts of 1933 and 1934
         (United  States) and has filed a  prospectus  with the  Securities  and
         Exchange  Commission  for the issuance of a minimum of 1,000,000  Units
         and a maximum of  1,700,000  Units,  with each Unit  consisting  of one
         share of the Company's Common Stock, $0.01 par value per share, and one
         Warrant to purchase one additional share of common stock at an exercise
         price of $3.50  per  share for a five year  period.  The  Warrants  are
         subject to  redemption by the Company,  at a redemption  price of $0.01
         per Warrant on 30 days prior written  notice to the  registered  holder
         thereof  if the  average  closing  bid  price  of the  Common  Stock as
         reported by the  principal  market on which the Common  Stock is traded
         equals or  exceeds  $4.50 per share for any 20  trading  days  within a
         period of 30  consecutive  trading days ending on the fifth trading day
         prior to the notice of redemption.

         Warrants

         100,000 warrants are outstanding at June 30, 1997.

         Shares Issued to Director

         350,000  shares issued to Director are subject to an  agreement,  which
         contains certain  restrictions on transfer over a three year period and
         provisions for forfeiture upon the occurrence of certain events.

         Vesting of these shares occurs as follows:

                  Number of Shares               Date

                  100,000                   24 October 1997
                  150,000                   24 October 1998
                  100,000                   24 October 1999
                  -------
                  350,000

                                      F-12

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                  Notes to the Consolidated Financial Statements
                                                     (Expressed in U.S. Dollars)

June 30, 1997



8.       Stock Options and Stock Compensation Plans

         At June 30,  1997,  all of the  Company's  common  stock  options  were
         exercisable. The following options, which are not part of the Company's
         1996 Stock Option  Plan,  were  outstanding  at the date of the Reverse
         Acquisition and June 30, 1997.

                  Number              Exercise Price          Expiry Date
                  ------              --------------          -----------
                  149,999                 $ 0.37                Dec 1998
                  100,000                   1.00                Feb 1999
                  100,000                   3.00                Feb 1999
                  -------
                  349,999


         Stock Option Plan

         Pursuant  to  the  Company's  1996  Stock  Option  Plan  ("the  Plan"),
         officers, key employees,  advisers and consultants,  of the Company may
         receive stock options to purchase up to an aggregate of 750,000  shares
         of the Company's  Common Stock.  Under the Plan,  stock options awarded
         under the Plan may not have a term of more than 10 years or provide for
         an  exercise  price of less than the fair  market  value of the  Common
         Stock on the date of grant.  During 1997, the Company granted under the
         Plan 300,000 options, exercisable at $2.00 per share and expiring April
         16, 2000.

         1996 Share for Debt Agreements

         The number of shares issued in connection  with the 1996 Share for Debt
         Agreements was determined  based on  management's  estimate of value of
         the Company at the date the agreements were entered into.

         Stock Based Compensation

         The Company has elected to provide pro-forma  information regarding net
         income and earnings per share as if compensation cost for the Company's
         stock options  granted had been  determined in accordance with the fair
         value  based  method  prescribed  in FASB  Statement  123.  The Company
         estimates  the fair  value of each  stock  option at the grant  date by
         using  the  Black-Scholes   option-pricing  model  with  the  following
         weighted-average assumptions used for grants in 1997: dividend yield of
         Nil-1996; expected volatility of Nil-1996;  risk-free interest rates of
         6.25%  (1996-5.02%  to 5.70%) based on US Treasury Bills yields and the
         expected life of two years (1996-two years).

         Under the  accounting  provisions of FASB  Statement 123, the Company's
         net loss and loss per share  would have been  reduced to the  pro-forma
         amounts indicated below:


                                      F-13

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                  Notes to the Consolidated Financial Statements
                                                     (Expressed in U.S. Dollars)

June 30, 1997



                               1997              1996
                               ----              ----

         Net loss
         As reported       $ (902,997)       $ (598,971)
         Pro-forma         $ (956,792)       $ (598,971)

         Loss per share
         As reported       $  ( 0.16)        $  (0.14)
         Pro-forma         $   (0.16)        $  (0.14)

         The  weighted  average  fair value of options  granted  during 1997 was
         $0.24 per share and to the date of the  Reverse  Acquisition  was $0.65
         per share.


9.       Related Party Transactions

         During 1997,  the Company  paid  consulting  and leasing fees  totaling
         approximately  $171,600  (1996 - $11,800 and 1995 - nil) to  directors,
         shareholders  and a company  controlled  by a director of the  Company.
         During  1997,  the  Company  also  acquired  from  a  director,  office
         equipment for $ 7100.  As of 30 June 1997,  there was nil owing (1996 -
         $3,491) to directors.

10.      Income Taxes

         The  Company  has  income  tax  loss  carry-forwards  of  approximately
         $1,778,400 available to reduce future taxable income, the tax effect of
         which has not been recorded in these financial statements. These losses
         will expire between 2002 and 2004. 

         Deferred tax liabilities at June 30, 1997 and 1996 were not material.

         A summary of deferred tax assets and  liabilities  at June 30, 1997 and
         1996 is as follows:

<TABLE>
<CAPTION>
                                                                                       Deferred
                                                      Tax               Valuation         Tax
                                                      Rate     Amount   Allowance         Asset
                                                      ----     ------   ---------         -----
         <S>                          <C>             <C>    <C>         <C>              <C>
         1997
         Tax benefit of loss
         carry forward                $1,778,400      .45    $899,300    $(899,300)       $    -

         1996
         Tax benefit of loss
         carry forward                $1,012,000      .45    $455,403    $(455,400)       $    -

</TABLE>

         Since in management's  opinion, it is more likely than not that the tax
         benefits  would not be realized,  they have been reduced by a valuation
         allowance of $899,300 (1996 - $ 455,400).


                                      F-14

<PAGE>
                                                               PowerTrader, Inc.
                                                   (A Development Stage Company)
                                  Notes to the Consolidated Financial Statements
                                                     (Expressed in U.S. Dollars)

June 30, 1997



11.      Commitments

         The  Company  has  entered  compensation  contracts  requiring  minimum
         payments as follows:

                   1998                               $  117,391
                   1999                                   55,554
                   2000                                   19,323
                                                      ----------
                                                      $  192,268


         The  Company  has  entered  into a Lease  Agreement  for  its  premises
         requiring total minimum lease payments of $71,245,  with required lease
         payments as follows:

                   1998                               $  38,861
                   1999                                  32,384
                                                     ----------
                                                      $  71,245


         During  1997,  1996 and 1995,  the  Company had rent  expenses  for its
         premises of $27,536, $23,795 and $8,770, respectively.


12.      Subsequent Events.

         Subsequent  to year-end  the Company  paid $ 50,000 to enter a one-year
         license agreement to publish Financial World Magazine electronically.

         Subsequent to year-end the Company  issued 250,000 units for total cash
         consideration  of  $812,500.  Each unit  consisted of one share and two
         warrants,  each warrant  entitles the holder to purchase one additional
         share of  common  stock at an  exercise  price of $3.50 per share for a
         five year period. These shares and warrants restricted for 40 days from
         the July 21, 1997 date of issue.

         Subsequent  to  the  year-end   100,000  shares  and  warrants   became
         unrestricted after a 40 day restricted day period from the May 21, 1997
         date of issue.


                                      F-15
<PAGE>
                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                      POWERTRADER, INC.
 


                                      By:  /s/ Michael C. Withrow
                                           Michael C. Withrow
                                           Chairman and President

                                      Date:  September 29, 1997

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

     Signature                        Title                         Date
     ---------                        -----                         ----



/s/ Michael C. Withrow          Director, Chairman            September 29, 1997
Michael C. Withrow              and President
                                (principal executive
                                officer)



/s/ David C. Furlonger          Director, Secretary           September 29, 1997
David C. Furlonger              and Vice-President
                                (principal financial
                                and accounting officer)



/s/ George E. McCord            Director,
George E. McCord                Chief Information Officer     September 29, 1997


<PAGE>

   
                                  EXHIBIT INDEX

Exhibit Number                     Description                              Page
--------------                     -----------                              ----

2.1(1)        Stock Acquisition Agreement...................................
3.1(1)        Restated Certificate of Incorporation
              of the Registrant.............................................
3.2(1)        Bylaws of the Registrant......................................
4.3(1)        Warrant Agreement with American Stock Transfer
              and Trust Company.............................................
10.1(1)       Consultant Agreement with 458468 B.C. Ltd.....................
10.2(1)       Consultant Agreement with Peridot International
              Enterprises, Ltd..............................................
10.3(1)       Restricted Stock Agreement with Peridot International
              Enterprises, Ltd..............................................
10.5(1)       License Agreement with North American Quotations, Inc.........
10.6(1)       License Agreement with Hong Kong Bank Discount Trading Corp...
10.7(1)       PowerTrader, Inc. 1996 Stock Option Plan......................
10.8(2)       Asset Purchase Agreement dated as of May 2, 1997, between
              West Coast Title Search Ltd. and PowerTrader, Inc.............
10.9(3)       Consulting Agreement with George E. McCord....................
11.1(3)       Statement Regarding Computation of Per Share Earnings.........
21.1(1)       Subsidiaries of the Registrant................................
27.1(3)       Financial Data Schedule.......................................


(1)  Incorporated by reference to Form SB-2 Registration Statement (File No. 
     333-20121) declared effective April 4, 1997.
(2)  Incorporated by reference to Form 8-K dated May 2, 1997.
(3)  Filed herewith.


                                       E-1