SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[ X ]   Annual report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the fiscal year ended June 30, 1999

                                       or

[   ]   Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934.

                        Commission file number: 000-22329

                                POWERTRADER, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   98-0163116
                      (IRS Employer Identification Number)

       885 Dunsmuir Street, Suite 591, Vancouver, British Columbia V6C 1N5
             (Address of principal executive offices and zip code)

                                 (604) 685-1529
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.01 par value
                                (Title of Class)

Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                              Yes [  ]    No [ X ]

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 the  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. [ ]

State issuer's revenues for its most recent fiscal year: $142,088

The number of shares of the registrant's Common Stock outstanding as of June 30,
1999 was 22,383,115. The aggregate market value of the registrant's Common Stock
held by  non-affiliates,  based  upon the  closing  price on June 30,  1999,  as
reported on the Nasdaq Over the Counter System,  was approximately  $707,341.90.
Shares of Common  Stock held by each officer and director and by each person who
owns 5% or more of the outstanding  Common Stock have been excluded in that such
persons may be deemed to be affiliates.  This  determination of affiliate status
is not necessarily a conclusive determination for other purposes.

                      DOCUMENTS INCORPORATED BY REFERENCE

None

                                     PART I

Transitional small business disclosure format (check one)

                             Yes [  ]       No [ X ]


<PAGE>


                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----
                                     PART I

     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 or
                      Plan of Operation
     Item 7.          Financial Statements
     Item 8.          Change in and Disagreement with Accountants
                      on Accounting and Financial Disclosure

                                  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

     SIGNATURES

     INDEX TO EXHIBITS


<PAGE>

Item 1.  DESCRIPTION OF BUSINESS

Overview

PowerTrader,  Inc. (the "Company") was incorporated  under the laws of the State
of  Delaware  on August 22,  1996.  PowerTrader  Software  Inc.,  a  corporation
incorporated  in the  Province  of  British  Columbia,  Canada in 1988,  and its
shareholders, pursuant to a Share Exchange Agreement with the Company entered on
September  30, 1996,  sold all of their issued  shares to the Company.  For each
share of PowerTrader  Software Inc. sold the shareholders  received one share of
PowerTrader Inc. The Company became the sole shareholder of PowerTrader Software
Inc.

Prior to June 30, 1998, the Company had been exploring  other possible  business
opportunities  including a possible joint business  venture with a Toronto-based
television  production  company to develop and market a financial  Internet  web
site that is integrated  and fully  interactive  with a  traditional  television
broadcast  (the "Joint  Venture").  The Company had been involved in discussions
for such a venture  since  November  1997,  which  resulted in a  dedication  of
resources,  including  research  and  development  personnel  and time,  to such
venture.

Additionally,  during  the  fourth  quarter  of fiscal  1998,  the  Company  had
discussions  with  a New  York-based  print  financial  magazine  regarding  the
possibility of combining the Company's web site  technology with the information
and print medium  provided by such magazine (the  "Combination").  The Company's
attempts  to develop a  relationship  with the  magazine  caused the  Company to
allocate  further  financial  resources,   time  and  effort  to  exploring  the
feasability of the  Combination.  Neither the Joint Venture nor the  Combination
ever  materialized and all discussions were ended in the first quarter of fiscal
1999.

Concurrent  with the  discussions  related to the  possible  Joint  Venture  and
Combination but prior to October 16, 1998, the Company,  through its then wholly
owned  subsidiary  PowerTrader  Software  Inc.,  continued to be involved in the
design,  development,  marketing  and support of  informational  and  analytical
decision support systems for securities  brokerage firms,  investment  advisers,
trust  companies and  individual  investors.  The Company's  products were being
designed to enable customers to capture market data from Market Data Vendors and
store same for future  reference,  display  data in tables and graphic  form and
analyze trading opportunities.

From November 1, 1998 to February 28, 1999,  the Company  provided  professional
services for the design and development of enhancements to the DataMill software
on behalf of its controlling stockholder, Financial Models Company Inc. ("FMC").
See "Fiscal 1999 Events."  Subsequent to March 1, 1999,  the Company  contracted
with FMC for continued development of enhancements to its DataMill software with
a view to the  development of software to provide  workstation  data  processing
solutions to the brokerage industry during fiscal 2000. The Company expects that
the  DataMill  software  product  will  be the  focus  of its  immediate  future
business.

Operating History

Since  inception  the  Company has been a  development  stage  company  with its
principal business and assets in Canada and revenue earned in Canada. As at June
30,  1999 the  Company  had sold only Beta  versions  of its product and support
services.   An  accumulated  deficit  of  $3,588,323  U.S.,  a  working  capital
deficiency of $210,100 U.S. and the incurring of operating losses in each of the
three  fiscal  years  ending June 30, 1999  resulted in the  Company's  auditors
issuing a "going  concern"  warning that there was  substantial  doubt about the
Company's ability to be able to continue as a going concern.

At the beginning of fiscal 1999 management's choices were to seek financing from
private or public  share  offerings  or debt,  sell the  assets of the  Company,
obtain equity financing or place the Company in liquidation.

Fiscal 1999 Events

After  exploring  various  options,  the Company  elected to seek a  financially
stable  investor  to assist in its future  funding  of  operations  and  provide
sufficient funds to satisfy its immediate cash needs and protect its significant
assets,  including DataMill.  To that end on October 16, 1998 the Company issued
14,000,000  shares of its Common  Stock,  at $0.01 U.S. per share,  to Financial
Models  Company  Inc.  ("FMC"),  in exchange  for  US$140,000.  In addition  FMC
acquired  1,309,696  shares of Common Stock from 458856 B.C. Ltd.  ("458468"), a
company controlled by Michael C. Withrow,  president and chief executive officer
of the Company,  at $0.01 U.S. per share.  Upon closing of the  transaction  FMC
owned  approximately 67% of the issued and outstanding shares of Common Stock of
the Company.

FMC was incorporated on February 2, 1976 in the Province of Ontario,  Canada. In
December,  1997 FMC became a reporting  issuer pursuant to the provisions of the
Ontario  Securities  Act. In July 1998 FMC became  listed on the  Toronto  Stock
Exchange under the symbol "FMC". FMC is a leading provider of software products,
network  services,  securities  data  and  related  services  to the  investment
management industry in Canada, the United States, United Kingdom and Europe. The
Company's  products  are used by more than 200  clients  world-wide  with  total
assets under management in excess of $2 trillion.

At closing FMC advanced the sum of Cdn$252,000  (approximately $172,000 U.S.) to
the Company to allow it to  discharge a  promissory  note,  secured by a General
Security  Agreement and Software  Security  Agreement,  held by West Coast Title
Search  Limited,  and obtain clear title to the DataMill  software (see "Product
Development").  Concurrent  with the  closing  FMC  advanced  the further sum of
$100,000 U.S. to allow the Company to retire outstanding accounts owed to 458468
for consulting and other  services  provided by Michael  Withrow to the Company,
pursuant  to  a  Consulting  Agreement.  In  addition  Mr.  Withrow  and  458468
surrendered to the Company  certain stock options granted in accordance with the
terms of the  Consulting  Agreement.  FMC has,  during  fiscal  1999,  advanced,
additional  amounts to the Company  totaling in aggregate,  the sum of $406,208.
These funds have been used to retire  outstanding debts and continue  operations
and product  development (see "Management  Discussion and Analysis" and "Product
Development").  All  monies  advanced  to the  Company  by FMC are  secured by a
debenture  convertible at FMC's option to shares of Common Stock,  at a price of
$0.01 U.S.  per share,  on the basis of one share for each  $0.01U.S.  of monies
secured.

At closing,  the Company  granted to FMC a source code  license,  for the sum of
Cdn$75,000,  to use and develop the  DataMill  software  for FMC's  internal use
only. The license does not permit FMC to  redistribute or resell DataMill or any
enhancements thereto.

As part of the continued restructuring efforts, on February 28, 1999 the Company
executed a  Purchase  Agreement  for the sale of all its  shares in  PowerTrader
Software Inc., its wholly owned  subsidiary,  to FMC for a price of Cdn$300,000.
Additionally,  FMC agreed to grant to the Company all right,  title and interest
to the source code for the version of DataMill  containing all enhancements made
for and on behalf  of FMC under its  license  and to  provide  to the  Company a
prototype of DataMill ready for Beta testing as a commercial product by December
31, 1999 without additional cost. Upon completion of such prototype, the Company
has agreed to enter into an arrangement granting to FMC certain marketing rights
to DataMill  and the  provision to FMC of any future  upgrades of DataMill,  the
same for  internal  use in  accordance  with FMC's  license.  Completion  of the
transaction was conditioned upon the Company  obtaining a Rectification  Order (
"the  Order")  pursuant to the  Companies  Act  (British  Columbia)  to validate
certain  irregularities  in the conduct of PowerTrader  Software Inc.'s business
and affairs,  including validation of the Share Exchange Agreement dated January
2, 1997 whereby  shareholders  of PowerTrader  Software Inc. sold all the issued
shares to the Company in return for shares in the Common  Stock of the  Company.
The final Order was obtained from the Supreme  Court of British  Columbia on May
3, 1999. Contemporaneously with the above transaction, PowerTrader Software Inc.
granted  all  right,  title  and  interest  in  its  proprietary   software  and
intellectual property to the Company.

All the efforts at reorganization  have provided the Company access to financing
which the  Company  expects  will  assist in further  attempts  to  fulfill  its
business plan. (See "Marketing and Business Strategies")

Industry Background

The  continuing  rapid changes in the  securities  industry have resulted in the
need for  information  systems which (i) lower  transaction  costs,  (ii) manage
increasing  data  flow and (iii)  provide  value  added  services.  The  Company
believes ongoing  telecommunications  and information  technology  advances will
require ongoing development of sophisticated analytical tools to manage data and
address evolving industry advances.

Products

Due to poor sales of  PowerTrader  Analyst,  the  Company had  discontinued  any
further development and marketing of PowerTrader Analyst in the first quarter of
fiscal 1999.  The Company had attempted to develop a suite of components  which,
if  developed  successfully,  would  have  permitted  a  client  to  purchase  a
comprehensive  system to match its  individual  needs.  The Company  intended to
market these components as separate products, namely, as PowerTrader Pro-Vision,
Data Manager, Formula One, Server and PowerTrader Analyst. As a result of delays
in research and development and in an effort to generate  revenues,  the Company
had  determined to combine the  functionality  of some or all of the  components
into  PowerTrader  Analyst,  which featured a  continuously  refreshed data base
display in a  customizable  and tabular  format  created by Server in a charting
package  facilitating   technical  securities  analysis  and  custom/proprietary
indicators using Microsoft Excel and Visual Basic.

In addition, the Company had developed a web site known as "Financial Wire" that
it  attempted  to market on a  subscription  basis.  This web site  allowed  the
individual  investor to access the  Company's  products in  conjunction  with an
end-of-day data file retrieved through the Company's Internet server.

The  operation  of the  Company's  software by a user and the  effectiveness  of
"Financial  Wire" were dependent upon certain data feeds provided by third party
suppliers, such as Standard & Poor and the New York Stock Exchange, to which the
Company  was a  subscriber.  As a result of the  Company's  capital  deficit and
inability to raise further capital,  all such suppliers ceased to supply data by
the first quarter of fiscal 1999 due to nonpayment of accounts.  Accordingly all
end user  contracts  for use of the Company's  software and Financial  Wire were
terminated by subscribers.

As a result of the lack of funds,  the  Company  was  required  to  negotiate  a
forbearance  agreement  with the  holder  of the  promissory  note and  security
agreements  related to  DataMill  to prevent a  foreclosure  on  DataMill.  Such
forbearance  agreement expired during the first quarter of fiscal 1999, and as a
result, the security holder took possession of the source code and any attendant
development work on September 17, 1998. As part of the acquisition of control by
FMC, FMC advanced the sum of  Cdn$252,000  (approximately  $172,000 U.S.) to the
Company to allow it to discharge  the  promissory  note and  security  agreement
encumbering DataMill, thereby clearing title to such software for the Company.

As part of the  restructuring  of the Company on February  28, 1999  PowerTrader
Software Inc., the Company's  wholly owned  subsidiary,  transferred  all right,
title and interest in all  proprietary  software and all  intellectual  property
rights  to the name  "PowerTrader"  and  "PowerTrader  Analyst"  and  associated
tradename  registrations  to the  Company  for $1.00 and an  undertaking  by the
Company to contract with PowerTrader Software Inc, and any successor, for future
development work on the Company's  current and future  software.  Thereafter the
Company  and  FMC  agreed  to the  rate by the  Company  of all  its  shares  of
PowerTrader Software Inc. to FMC.

As an additional step of the restructuring,  the Company focused its development
efforts on the DataMill software.

Product Development

The Company had expected  revenues  from  subscriptions  to its  Financial  Wire
product and related  products  and  services to provide the  necessary  funds to
continue  product  development  during  fiscal  1999.  The  cancellation  of the
existing  subscriptions for the Company's products and services (see "Products")
and the continuing  negative cash flow from operations  during the first quarter
of fiscal 1999,  halted continued  research and development.  Additionally,  the
seizure of the  DataMill  software  by the  security  holder in  September  1998
prevented any further research and development work on that product.

Subsequent to the closing of FMC's purchase of 14,000,000  shares of the Company
(see "Fiscal 1999 Events"),  FMC contracted with  PowerTrader  Software Inc. for
the  development  of FMC's  licensed  version  of the  DataMill  software.  Such
development  work in accordance  with FMC's  specifications  was completed on or
about March 1, 1999. Pursuant to a commitment made by FMC to the Company as part
of the acquisition by FMC of PowerTrader  Software Inc., FMC has created further
enhancements  to DataMill  to,  without  limitation,  (i) allow the  software to
operate on most commercial platforms, (ii) allow for remote real-time monitoring
of the  system,  (iii)  view  stock  prices  from a web  browser,  and (iv) talk
directly  to MFC  Windows  applications  as the basis for  interfacing  with the
Microsoft DNAfs  architecture.  Subject to FMC's  continuing  license to use and
develop the  DataMill  software for  internal  purposes,  FMC has granted to the
Company  all right,  title and  interest  in the source  code for the version of
DataMill  containing  all  enhancements.  The  Company  believes  it will have a
commercial  version of DataMill  available for use by securities  brokers in the
latter  half of the 2000  fiscal  year.  In an effort to  further  maximize  the
benefits  of its  relationship  with FMC,  and in  accordance  with  commitments
forming  part of the sale of  PowerTrader  Software  Inc.  to FMC,  the  Company
intends to initially market DataMill  products through FMC's offices  worldwide.
(See  "Marketing and Business  Strategies")  The Company  intends to continue to
support industry standard operating  environments,  client/server  architectures
and network protocols as part of its ongoing product development.

Competition

The market for the Company's  proposed DataMill products is evolving rapidly and
is  sensitive to new product  introductions  and  marketing  efforts by industry
participants. Prospective customers tend to be highly sophisticated organization
who undertake  extensive  investigation  and comparison of competitive  software
applications  offered by prospective vendors. The Company competes directly with
a large number of software  vendors and  indirectly  with existing and potential
clients who have, or may have,  developed  risk  management  and other  decision
support systems to satisfy  particular needs. Many of the Company's  competitors
have  significantly  greater  financial,  managerial,   development,  technical,
marketing and sales resources.  These competitive forces have been compounded by
the Company's lack of sales resources.

Marketing and Business Strategies

The  Company's  past  strategy for marketing  its  previously  offered  products
contemplated the allocation of substantial resources for the hiring and training
of a marketing  staff and direct sales  force.  Delays in the  development  of a
commercial product,  the lack of capital and the attendant inability to increase
its sales force  personnel as had been  previously  anticipated  resulted in the
Company  having  conducted  only  limited  sales,   marketing  and  distribution
activities.

As a result of the  financial  difficulties  experienced  by the  Company in the
early part of fiscal 1999 and FMC's acquisition of a controlling interest in the
Company,  the Company has re-evaluated its product market and marketing strategy
for the future. The Company currently  anticipates that, upon commercial release
of the  enhanced  DataMill  software  product  to  initially  target  the broker
workstation  marketplace,  the Company's  initial sales and marketing  will rely
upon the  involvement  of FMC's  staff  under the terms of the agreed  marketing
agreement.  The Company  will pay to FMC a  commission  on all sales made by FMC
equal to 30% of the license fees invoiced by the Company, all in accordance with
generally accepted accounting principles.

In addition to utilizing  FMC's staff,  the Company expects to attempt to market
and sell its  developing  products  through  licensing  directly to end-users or
through the development of distribution  arrangements  with other third parties.
Revenues,  if any,  received  by the  Company  in this  regard  will be  largely
dependent  on the efforts of such third  parties and no  assurance  can be given
that such efforts will be successful.

The  Company  also  intends  to  investigate  the  possibility  of  establishing
relationships with strategic partners and pursue strategic opportunities such as
acquisitions or alliances as the circumstances may warrant. The Company plans to
focus product and service  development  efforts on the  enhancement  of existing
products and  development of new market  opportunities.  However there can be no
assurance in the future that the Company  will have the  resources to be able to
attract and retain qualified  marketing and sale personnel necessary to generate
significant growth in revenue from sales of its software products.

Intellectual Property

The  Company  has   registered  the  trade  names   "PowerTrader   Analyst"  and
"PowerTrader"  in the United  States and  Canada,  respectively.  The  Company's
ability to compete effectively depends to a significant extent on its ability to
protect  its  proprietary   technology.   The  Company  relies  primarily  on  a
combination of copyright and trademark laws,  trade secrets,  software  security
measures,  confidentiality  agreements  and licence  agreements to establish and
protect   its   intellectual   property   rights.   The   Company   enters  into
confidentiality   agreements   with  its   consultants,   employees   and  sales
representatives  and  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  certain  portions  of the
Company's  products and  technology  or to reverse  engineer or other  otherwise
obtain and use proprietary information. The Company does not have any patents on
its software  and existing  copyright  laws afford only limited  protection.  In
addition,   the  Company   cannot  be  certain  that  others  will  not  develop
substantially   equivalent  or  superseding  proprietary  technology,   or  that
equivalent  products  will not be marketed  in  competition  with the  Company's
products,  thereby substantially reducing the value of the Company's proprietary
rights.

The Company is not currently engaged in any intellectual  property litigation or
proceedings.  There can be no assurance  that third parties will not assert such
claims  or that any such  claim  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
licences will be available or that, if available,  such licences 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
operation.

Employees

The  Company  at the  commencement  of the  fiscal  year end had one  full  time
employee  engaged in product  development and client service and support and Mr.
Withrow continued to provide  administration and management services pursuant to
the consulting  agreement  signed  between the Company and 458468 B.C.  Limited.
Prior to February 28, 1999 the Company's subsidiary,  PowerTrader Software Inc.,
hired three  additional  development  personnel.  The consulting  agreement with
458468 B.C.  Limited  was  terminated  on October 16,  1998.  All  employees  of
PowerTrader  Software  Inc.  became  employees  of  FMC at  March  1,  1999,  in
connection with FMC's purchase of the shares of PowerTrader Software Inc. Rather
than initially seeking to attract and retain qualified  technical and management
personnel,  the Company has  outsourced  its  marketing,  sales and  development
requirements  from FMC. In the future,  as the  Company  generates  sales of its
products, the Company's success will depend on its ability to attract and retain
its own qualified technical and management personnel.

Item 2.  DESCRIPTION OF PROPERTY

The Company leases  approximately 3068 square feet of office space in Vancouver,
British  Columbia  under a lease  expiring in April,  2000.  The  monthly  lease
payment under the lease is approximately  Cdn$6,000  gross.  Since March 1, 1999
responsibility  for the leased  premises has been  assumed by  Financial  Models
Company Inc. The Company believes that its existing  facilities will be adequate
to meet its current needs and that suitable additional or alternative space will
be available in the future on commercially reasonable terms as needed.

Item 3.  LEGAL PROCEEDINGS

None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

The  Company  did not submit any  matters to a vote of  shareholders  during the
fiscal year covered by this report.

<PAGE>

                                     PART II


Item 5.   MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

The Company's  common stock is traded on the Nasdaq OTC under the symbol "PWTD".
The Common  Stock was approved  for trading on August 19,  1997.  The  following
table  summarizes  the high and low bid prices as reported by the Nasdaq OTC for
the periods indicated:

                                                            Bid Range
                                                            ---------
         Fiscal Year 1999                              High           Low
         ----------------                             -----          -----

         First Quarter                                $0.03          $0.01
         Second Quarter                                0.04           0.01
         Third Quarter                                 0.03           0.03
         Fourth Quarter                                0.12           0.07

                                                            Bid Range
                                                            ---------
         Fiscal Year 1998                              High           Low
         ----------------                             -----          -----
         First Quarter                                $0.30          $0.04
         Second Quarter                               $0.50          $0.05
         Third Quarter                                $0.25          $0.06
         Fourth Quarter                               $0.26          $0.07

The quotations reflect inter-vendor pricing without retail mark-up, mark-down or
commission and may not represent actual transactions.

The Company had  approximately  seventy-one (71)  stockholders of record at June
30, 1999.

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 OR PLAN OF OPERATION.

This report contains  forward-looking  statements  within the meaning of Section
21E of the  Securities  Exchange Act of 1934,  as amended and Section 27A of the
Securities Act of 1933, as amended. For this purposes,  any statements contained
herein that are not statements of historical fact may be deemed  forward-looking
statements. Without limiting the foregoing, the words "believes", "anticipates",
"plans",  "expects" and similar  expressions  are intended to identify  forward-
looking  statements.  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
their  forward-looking  statements  which  may be  made  to  reflect  events  or
circumstances   after  the  date  hereof  or  to  reflect  the   occurrence   of
unanticipated  events.  These  forward-looking  statements  should  be  read  in
conjunction  with  the  Company's  disclosures  under  the  heading  "Cautionary
Statements - Additional  Important  Factors to be Considered" in Exhibit 99.1 to
the Company's Form 10-KSB for the fiscal year ended June 30, 1998.

The following  should be read in conjunction  with the Financial  Statements and
Notes thereto.

Overview

The Company, since its inception, had designed and developed, through its wholly
owned  subsidiary  PowerTrader  Software  Inc.,   informational  and  analytical
decision support systems for securities  brokerage firms,  investment  advisors,
trust companies and individual investors.  The Company has been and continues to
be a development stage company.

In  October  1998 the  Company  issued  14,000,000  shares  of  common  stock to
Financial  Models  Company  Inc.  ("FMC") at a price of $0.01US  per share,  the
market  price of the  Company's  Common  Stock on such  date.  FMC is a  leading
provider of a  comprehensive  suite of  mission-critical  and  decision  support
software products,  securities data and related services to automate,  integrate
and  support  the  front,  middle  and back  office  needs  of large  investment
management  institutions  in Canada,  the United States,  the United Kingdom and
Europe.  At the  time  of  this  transaction  the  Company  was in an  insolvent
condition.  FMC has  contributed  further capital during the past fiscal year to
retire the outstanding  indebtedness and reorganize the  development,  marketing
and business plans of the Company.

Until February 28, 1999 FMC contracted with PowerTrader Software Inc. to provide
professional  services for the  development  and  enhancement of the proprietary
DataMill  software,  pursuant to the source code development  license granted to
FMC at the time of the  acquisition by FMC of the control of the Company.  As of
February  28,  1999 FMC  purchased  all the  issued  and  outstanding  shares of
PowerTrader  Software  Inc.  from the  Company  and  continued  the  business of
PowerTrader  Software Inc. as a wholly owned  subsidiary of FMC commencing March
1, 1999.  As part of this  transaction  FMC agreed to grant to the  Company  all
right, title and interest to the source code version of DataMill  containing all
enhancements  made under FMC's license and to provide to the Company a prototype
of DataMill ready for Beta testing as a commercial product by December 31, 1999.
Upon  completion  of such  prototype,  the  Company  has agreed to enter into an
agreement  granting  to FMC  certain  marketing  rights  for  DataMill  and  the
provision of future upgrades of DataMill to FMC for use in accordance with FMC's
license.

Results of Operations for the Years Ended June 30, 1999 and June 30, 1998

Sales.  Revenue increased by 139% from $59,500 in 1998 to $142,088 in 1999. Cost
of sales  increased  13.6% from $20,217 in 1998 to $22,958 in 1999.  Net Revenue
increased by 203% from $39,283 in 1998 to $119,130 in 1999. Substantially all of
the  Company's  net revenue was derived from the sale of the source code license
to FMC and from  professional  fees for consulting,  design and development work
provided to FMC for the  enhancement of the DataMill  software.  Revenue did not
reflect any amounts  attributable to the  installation of Beta site licenses for
PowerTrader   Analyst  or   subscriptions   to  Financial  Wire,  all  of  which
subscription  agreements  had been  cancelled by the end of the first quarter of
the fiscal year ending June 30, 1999.

Selling,  General and Administrative Costs. Selling,  General and Administrative
("SGA") costs decreased by 56% from $1,104,063 in 1998 to $487,594 in 1999. Such
decrease  resulted  from the  reduction in the number of staff,  loss of ongoing
Beta sites and Financial Wire subscriptions requiring payment of data suppliers,
and other  attendant  operating  expenses  associated  with the operation of the
business.  The reductions reflected the insolvent condition in which the Company
found  itself  at the end of the first  quarter  of fiscal  1999.  SGA  includes
salaries  and  benefits  for  corporate  management,  administrative  and  sales
personnel, as well as rent expenses for the Company's office premises.

Development Costs. Development costs decreased by 86.6% from $274,940 in 1998 to
$36,886 in 1999.  The  decrease  resulted  from a reduction  of staff during the
first  quarter of fiscal  1999.  Only one  developer  remained in the  Company's
full-time  employment.  Three  other  developers  were  hired  by the  Company's
subsidiary,  PowerTrader  Software Inc., during the second and third quarters of
fiscal 1999;  however,  with the sale of PowerTrader  Software Inc. in February,
1999 to FMC such staff became  full-time  employees  of FMC and all  development
costs from March 1, 1999 to the end of the fiscal year were incurred pursuant to
the development agreement between the Company and FMC.

Net Loss.  The Company  experienced  further net losses in 1999 in the amount of
$295,273,  a decrease of 78% from the 1998 net loss of $1,339,720.  The net loss
reflects a gain on the sale of the Company's  subsidiary,  PowerTrader  Software
Inc., of $110,077.  Total  cumulative net losses for the period ending  December
29, 1988 to and including June 30, 1999 were $3,588,323.  With the completion of
a  commercial  version  of the  DataMill  software  the  Company  believes  that
additional  personnel  expenses  may be  required  to  establish  the  Company's
competitive  and  market  position  and build the  requisite  infrastructure  to
support the Company's ongoing growth strategy. The Company therefore anticipates
that it may incur  further  losses in the future  which will likely  continue to
have a negative impact on the Company's results of operation. Net Loss.

Liquidity and Capital  Resources.  The principal  source of funds to the Company
and its subsidiaries since their respective formations had been derived from net
proceeds of certain private placements of securities which, together with sales,
were used to fund continued  development,  selling,  general and  administrative
costs.  The source of funds for the past fiscal year has been monies advanced by
FMC, in the amount of $406,208, which funds have been used to retire outstanding
indebtedness owed to the Company's suppliers and to fund current operations. All
agreements for the maintenance  and ongoing  operation of Beta site licences for
PowerTrader  Analyst and  subscriptions  for Financial Wire have expired or been
cancelled.  Major product  development work was undertaken by FMC under contract
with  PowerTrader  Software Inc. for the development of a commercial  version of
the DataMill  software.  The Company believes that additional  financing for the
next twelve  months  will  continue to be provided by FMC. In the event that FMC
does not provide such financing the Company may be unable to obtain satisfactory
alternate  financing  on  acceptable  terms and  which  inability  could  have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

Year 2000 Readiness Disclosure

As of June 30, 1999 the Company has not experienced any Year 2000  interruptions
or  disruptions to services  supplied by third party  vendors.  The Company will
continue to monitor  vendors and suppliers to ensure that no Year 2000 issues or
problems  are  experienced.  Minimal  Year 2000 costs have been  incurred or are
expected to be incurred during the current fiscal year.

<PAGE>

Item 7.  FINANCIAL STATEMENTS

(1)      Financial Statements

         The following financial statements of the Company and the Report of
         Independent Accountants are included as a separate section of this
         report, which begins on page F-1:

         Consolidated Balance Sheets - June 30, 1999 and 1998

         Consolidated Statements of Operations - Years Ended June 30, 1999,
         1998 and 1997

         Consolidated Statements of Stockholders' Equity - Years Ended June 30,
         1999, 1998 and 1997

         Consolidated Statements of Cash Flows - Years Ended June 30, 1999,
         1998 and 1997

         Notes to Consolidated Financial Statements

         Report of Independent Accountants

<PAGE>

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

As of August 1, 1999, BDO Dunwoody LLP was replaced as the Company's independent
accountants  by KPMG LLP.  Such  change  was  recommended  and  approved  by the
Company's  board of  directors.  There  were no  disagreements  on any matter of
accounting principles or practices with the Company's former accountants.


                                    PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(C) OF THE
          EXCHANGE ACT.

The following sets forth certain information regarding the executive officers of
the Company as of June 30, 1999:

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

Stamos D. Katotakis         54               Chairman of the Board, President
                                             and Chief Executive Officer

Michael C. Withrow(1)       36               Chairman of the Board, President
                                             and Chief Executive Officer

George McCord               59               Director, Chief Information
                                             Officer

(1) Mr. Withrow's resignation and the cancellation of the agreement with 458856
    B.C. Ltd. became effective October 16, 1998.

The services of Mr.  Withrow were provided under an agreement with a corporation
wholly owned by him. Mr. McCord  devotes up to an aggregate of 120 hours a month
to the  Company's  business in his capacity as Chief  Information  Officer.  Set
forth below are  descriptions of the  backgrounds of the executive  officers and
directors of the Company.

Mr. Withrow was a founding director of PowerTrader Software Inc. and served as a
director since 1988. In 1994 Mr. Withrow was named  President and Chairman.  Mr.
Withrow had been a director,  Chairman and  President  of the Company  since its
inception in August,  1996.  Mr.  Withrow has previous  experience as an account
executive for a multinational distributor of computer equipment and as a private
and  institutional  securities  trader.  As  part of the  reorganization  of the
Company, Mr. Withrow resigned effective October 16, 1998 from all offices and as
a director  of the  Company,  and the  services  provided  under the  consulting
agreement  with  458856 B.C.  Limited  were  terminated.  (See  "Description  of
Business - Fiscal 1999 Events").

Mr.  Katotakis became a director,  President and Chief Executive  Officer of the
Company on October 16, 1998. Since 1976 to the present, Mr. Katotakis has served
as the President and Chief  Executive  Officer of Financial  Models Company Inc.
and a member of the board of directors of Financial Models Company Inc.

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

The Board of Directors  of the Company  currently  consists of two 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.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's Executive Officers and Directors, and persons who own more than 10% of
a  registered  class of the  Company's  equity  securities,  to file  reports of
ownership and changes in ownership with the Securities and Exchange  Commission.
Such individuals are required by Securities and Exchange Commission  regulations
to furnish the Company  with  copies of all Section  16(a) forms they file.  The
Company  believes that Mr. Katotakis and FMC each failed to timely file one Form
3, each of which would have disclosed the initial relationship of each person to
the Company.

Item 11.  EXECUTIVE COMPENSATION

The following table sets forth certain  information  regarding the  compensation
paid to Mr. Withrow as Chief Executive  Officer,  and his successor,  Mr. Stamos
Katotakis. No other officer of the Company received total compensation in excess
of $100,000 during fiscal 1999.

<PAGE>
<TABLE>
<CAPTION>

                              Summary Compensation Table
                              --------------------------
                                                         Other       Securities
Name and                                                 Annual      Underlying    All Other
Principal Position       Year   Salary($)   Bonus($)  Compensation  Compensation  Compensation
------------------       ----   ---------   --------  ------------  ------------  ------------
<S>                   <C>      <C>          <C>         <C>         <C>           <C>

Stamos D. Katotakis(1)   1999     $  0         ----        ----           ---          ---
President/Chief
Executive Officer

Michael C. Withrow(2)    1999    $21,833       ----        ----           ---          ---
President/Chief          1998    $87,333       ----        ----        350,000(3)      ---
Executive Officer        1997    $62,693       ----        ----        200,000         ---

<FN>

(1)      Mr. Katotakis serves as President and Chief Executive Officer but does
         not receive any compensation.

(2)      Mr. Withrow's employment by the Company,  pursuant to the consulting
         agreement,  was terminated on October 16, 1998. The above amount
         represents the pro rata share due under this agreement until the date
         of termination of the agreement.

(3)      Includes 200,000 shares covered by an option which was repriced in
         fiscal 1998.

</FN>
</TABLE>

Options

No options were granted  during the past fiscal year and all options  previously
granted to Mr. Withrow were cancelled.

Employment Agreement

PowerTrader  Software  Inc.  ("PSI")  entered into a consulting  agreement  with
458468 B.C. Limited,  a British Columbia  corporation wholly owned by Michael C.
Withrow  ("458468"),  the  Company's  Chairman and  President.  Pursuant to that
agreement  458468 was to provide  the  services of Mr.  Withrow to manage  PSI's
operations.  Such agreement was cancelled effective October 16, 1999 at the time
of the  acquisition of the  controlling  interest by FMC. (See  "Description  of
Business--Fiscal 1999 Events").

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.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

The following tables sets forth certain  information,  as of June 30, 1999, with
respect to beneficial ownership of shares of Common Stock by such persons as are
known to the company to  beneficially  own more than 5% of the issued  shares of
Common  Stock,  (ii) the  directors  and nominees for  directors of the Company,
(iii) the Chief  Executive  Officer and the four other most  highly  compensated
executive  officers who were  serving as executive  officers as at June 30, 1998
(the  "Named  Executive  Officers").  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:

                                      No. of Shares
Name and Address                      Beneficially            Percent
of Beneficial Owner                        Owned              of Class
-------------------                   -------------           --------

Financial Models Company Inc.          15,309,696                 67 %
5255 Orbitor Drive
Mississauga, Ontario

Stamos D. Katotakis                             0                  *
9 Edgehill
Toronto, Ontario

George E. McCord                           50,000 (1)              *
13 Lyons Plain Road
Weston, CT, USA

All directors and executive
officers as a group (2 person)             50,000                  *

* Less than 1%.

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

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

From time to time the Company and  PowerTrader  Software  Inc.  have  engaged in
various transactions with its directors, executive officers and other affiliated
parties.  The following  paragraphs  summarize  certain  information  concerning
transactions  which have  occurred in the past two years or which are  currently
proposed.

On February 26, 1996 Precision Investment Services Inc., the predecessor company
to PowerTrader  Software Inc., the Company's  wholly owned  subsidiary,  entered
into an  agreement  for the  services of Michael  Withrow.  This  Agreement  was
subsequently, with the approval of the Company, assigned to 458468 B.C. Limited,
a company  controlled  by Mr.  Withrow.  Under the  terms of the  agreement  Mr.
Withrow was appointed  President and was to (i) provide  services related to the
technical  revision and development of the Company's  products,  (ii) direct the
long term  strategy  of the  Company  and (iii)  oversee  the  marketing  of the
Company's  systems  until  development  of a marketing  plan.  In return for his
services Mr. Withrow  received an annual  compensation  of $85,000 for the first
two years and $92,000 for the third  year.  This  Agreement  was  terminated  on
October 16, 1999 (see "Description of Business - Fiscal 1999 Events").

On June 12, 1997 PowerTrader  Software Inc. entered into a consulting  agreement
with George E. McCord to act as the Chief  Information  Officer and  director of
the Company. Mr. McCord also became a Class I Director of the Company. Under the
terms of the agreement Mr. McCord, in his capacity as Chief Information Officer,
provides  the  Company  with 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 $88,800,  payment of 66.67% of all travel,  accommodation  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 agreement.

On September 17, 1997 the Company  granted to Mr. McCord a  non-qualified  stock
option  covering  50,000 shares of the  Company's  common stock with an exercise
price of $3.00. This option was repriced in January 1998.

On January 30, 1998 the Company granted a  non-qualified  stock option to 458468
B.C. Limited,  a company  controlled by Mr. Withrow,  covering 150,000 shares of
common  stock with an  exercise  price of $0.35 per share.  These  options  were
cancelled on October 16, 1998  contemporaneously with FMC's acquiring control of
the Company.

On October 16, 1998,  the Company  issued  14,000,000  shares of common stock to
Financial Models Company Inc.  ("FMC") at a price of $0.01 per share,  which led
to  FMC  becoming  the  largest  controlling  stockholder  of  the  Company.  In
connection  therewith  the  Company  entered  into a  consulting  agreement  for
Cdn$2,800 per month  (inclusive of expenses and relevant taxes) with 458468 B.C.
Limited,  a company  controlled by Mr. Withrow, a former officer and director of
the Company.

On February 28, 1999 the Company  executed a Purchase  Agreement for the sale of
all its shares in PowerTrader Software Inc., its wholly owned subsidiary, to FMC
for a price of  Cdn$300,000  and a  commitment  to provide the source code for a
prototype of DataMill ready for Beta testing as a commercial product by December
31,  1999.  Completion  of the  transaction  was  conditioned  upon the  Company
obtaining a  Rectification  Order ( "the Order")  pursuant to the  Companies Act
(British Columbia) to correct certain statutory irregularities in the conduct of
PowerTrader  Software Inc.'s business and affairs,  including  validation of the
Share  Exchange  Agreement  dated  January  2,  1997  whereby   shareholders  of
PowerTrader  Software  Inc.  sold all the issued shares to the Company in return
for shares in the Common Stock of the Company. The final Order was obtained from
the Supreme Court of British Columbia on May 3, 1999. Contemporaneously with the
above  transaction,  PowerTrader  Software  Inc.  granted  all right,  title and
interest in its proprietary software and intellectual property to the Company.

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 an unaffiliated  third
party under similar circumstances.

<PAGE>

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)      The following documents are filed as part of this Annual
                   Report on Form 10-KSB:

                   1.  Consolidated Financial Statements required to be filed by
                       Item 7 of Form 10-KSB. See the list of Financial
                       Statements contained in Item 7 of this Report.

                   2.  Exhibits.

                       The Exhibits listed on the accompanying Index to Exhibits
                       immediately following the financial statement schedules
                       are filed as part of, or incorporated by reference into,
                       this Form 10-KSB

           (b)     Reports on Form 8-K

                   None

<PAGE>



Auditors' Report


To The Shareholders of PowerTrader, Inc.


We  have  audited  the  consolidated  balance  sheet  of  PowerTrader,  Inc.  (A
Development  Stage Company) as at June 30, 1999 and the consolidated  statements
of loss, cash flows and changes in  shareholders'  equity (deficit) for the year
then ended.  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 audit.

We conducted our audit in accordance with Canadian  generally  accepted auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  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.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial  position of PowerTrader,  Inc. as at June 30,
1999 and the  results  of its  operations  and its cash  flows for the year then
ended in accordance with United States generally accepted accounting principles.

The  comparative  figures  as at June 30,  1998 and  1997  and the  period  from
inception  to June 30, 1998 were  audited by other  auditors  who  expressed  an
opinion  without  reservation on those  statements in their report dated January
12, 1999.



/s/ KPMG LLP

Chartered Accountants



Toronto, Canada

December 1, 1999

                                      F-1
<PAGE>



Comments by Auditors for U.S. Readers On Canada-U.S. Reporting Differences


In the United States,  reporting  standards for auditors require the addition of
an explanatory  paragraph  (following the opinion  paragraph) when the financial
statements are affected by conditions and events that cast substantial  doubt on
the Company's ability to continue as a going concern, such as those described in
note 2 to the consolidated financial statements.  Our report to the shareholders
dated  December 1, 1999 is  expressed  in  accordance  with  Canadian  reporting
standards  which do not permit a reference to such events and  conditions in the
auditors'   report  when  these  are  adequately   disclosed  in  the  financial
statements.


/s/ KPMG LLP

Chartered Accountants


Toronto, Canada

December 1, 1999

                                      F-2
<PAGE>

--------------------------------------------------------------------------------
                                                             Auditors' Report
--------------------------------------------------------------------------------


To the Shareholders
PowerTrader, Inc.


We  have  audited  the  Consolidated  Balance  Sheet  of  PowerTrader,  Inc.  (A
Development  Stage Company) as at June 30, 1998 and the Consolidated  Statements
of Loss, Cash Flow and Changes in  Shareholders'  Equity (Deficit) for the years
ended June 30, 1998 and 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, 1998
(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 Canada.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  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.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects,  the financial  position of PowerTrader,  Inc. as at June 30,
1998 and the  results of its  operations  and its cash flows for the years ended
June 30, 1998 and 1997 and the period from December 29, 1988 (inception) to June
30,  1998  (cumulative)  in  accordance  with  generally   accepted   accounting
principles in the United States.


                                                  /s/ BDO Dunwoody LLP

                                                  Chartered Accountants

Vancouver, British Columbia
January 12, 1999


                                      F-3
<PAGE>

--------------------------------------------------------------------------------
                                             Comments by Auditors for US Readers
                                              On Canada-US Reporting Differences
--------------------------------------------------------------------------------


In the United States,  reporting  standards for auditors require the addition of
an explanatory  paragraph  (following the opinion  paragraph) when the financial
statements are affected by conditions and events that cast substantial  doubt on
the Company's ability to continue as a going concern, such as those described in
Note 1 to the consolidated financial statements.  Our report to the shareholders
dated  January 12, 1999 is  expressed  in  accordance  with  Canadian  reporting
standards  which do not permit a reference to such events and  conditions in the
auditors'   report  when  these  are  adequately   disclosed  in  the  financial
statements.

                                                  /s/ BDO Dunwoody LLP

                                                  Chartered Accountants

Vancouver, British Columbia
January 12, 1999

                                      F-4
<PAGE>



PowerTrader, Inc.
(A DEVELOPMENT STAGE COMPANY)

Consolidated Balance Sheet
(Expressed in U.S. dollars)

June 30, 1999 and 1998

--------------------------------------------------------------------------------
                                                          1999             1998
--------------------------------------------------------------------------------

Assets

Current assets:
     Cash                                         $     31,058     $      6,000
     Due from related party (note 5)                   205,050                -
--------------------------------------------------------------------------------
                                                       236,108            6,000

Fixed assets (note 4)                                        -          464,182

--------------------------------------------------------------------------------
                                                  $    236,108     $    470,182
--------------------------------------------------------------------------------

Liabilities and Shareholders' Deficiency

Current liabilities:
     Accounts payable and accrued liabilities     $     40,000     $    507,352
     Notes payable (note 6)                                  -           15,000
     Current portion of capital
       lease obligations (note 7)                            -            2,657
     Due to related party (note 5)                     406,208                -
--------------------------------------------------------------------------------
                                                       446,208          525,009

Shareholders' deficiency:
     Share capital (note 8):
         Authorized:
              2,000,000 preferred shares
                with a $0.01 par value per share
              23,000,000 common shares with a
                $0.01 par value per share
         Issued and outstanding:
              22,383,115 common shares
              (1998 - 8,383,115)                     1,132,530          992,530
     Capital surplus                                 2,245,693        2,245,693
     Accumulated deficit during
       development stage                            (3,588,323)      (3,293,050)
--------------------------------------------------------------------------------
                                                      (210,100)         (54,827)

--------------------------------------------------------------------------------
                                                  $    236,108     $    470,182
--------------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>


PowerTrader, Inc.
(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Loss
(Expressed in U.S. dollars)

---------------------------------------------------------------------------------------------------------------
                                                                                                  December 29,
                                                                                                          1988
                                                                                                (inception) to
                                         Year ended          Year ended         Year ended            June 30,
                                           June 30,            June 30,           June 30,                1999
                                               1999                1998               1997        (cumulative)
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>            <C>       <C>          <C>              <C>
Revenue                               $     142,088    $         59,500      $      44,373     $       340,958
Cost of sales                                22,958              20,217             28,255             129,751
---------------------------------------------------------------------------------------------------------------
                                            119,130             39,283              16,118             211,207

Selling, general and
   administrative costs                     487,594           1,104,063            653,812           3,020,478

Development costs                            36,886             274,940            265,303             889,129

Gain on sale of subsidiary
   (note 3)                                (110,077)                  -                  -            (110,077)

---------------------------------------------------------------------------------------------------------------
Loss for the period                   $    (295,273)   $     (1,339,720)     $    (902,997)    $    (3,588,323)
---------------------------------------------------------------------------------------------------------------

Loss per share                        $       (0.02)   $          (0.17)     $        (0.16)

---------------------------------------------------------------------------------------------------------------

</TABLE>


See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

<TABLE>
<CAPTION>

PowerTrader, Inc.
(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)

-------------------------------------------------------------------------------------------------------------------
                                                                                                  December 29,
                                                                                                          1988
                                                                                                (inception) to
                                         Year ended          Year ended         Year ended            June 30,
                                           June 30,            June 30,           June 30,                1999
                                               1999                1998               1997        (cumulative)
-------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>                <C>                 <C>

Cash provided by (used in):

Operations:
     Loss for the period               $   (295,273)      $  (1,339,720)      $   (902,997)     $   (3,588,323)
     Items not involving cash:
         Amortization                       318,304             355,743             42,210             758,102
         Gain on sale of subsidiary        (110,077)                  -                  -            (110,077)
     Increase (decrease) from changes in:
         Accounts receivable                      -              12,883            (10,491)                  -
         Accounts payable and
           accrued liabilities             (418,592)            144,832            193,865              88,759
         Due from related party            (205,050)                  -                  -            (205,050)
         Due to related party               406,208                   -                  -             406,208
-------------------------------------------------------------------------------------------------------------------
                                           (304,480)           (826,262)          (677,413)         (2,650,381)
Financing:
     Notes payable financing received             -              15,000             74,248              89,248
     Notes payable paid                     (14,768)            (74,248)                               (89,016)
     Lease financing received                     -                   -                                 18,791
     Repayment of obligations
       under capital leases                    (744)             (5,792)            (5,527)            (16,876)
     Shareholders' advances                       -                   -                  -             646,222
     Issuance of share capital
       and subscriptions                    140,000             862,500            632,049           2,042,747
-------------------------------------------------------------------------------------------------------------------
                                            124,488             797,460            700,770           2,691,116
Investments:
     Net assets acquired on
       Reverse Acquisition                        -                   -            314,254             314,254
     Proceeds on sale of
       PowerTrader Software Inc.            205,050                   -                  -             205,050
     Investment in fixed assets                   -             (65,184)          (364,702)           (528,981)
-------------------------------------------------------------------------------------------------------------------
                                            205,050             (65,184)           (50,448)             (9,677)
-------------------------------------------------------------------------------------------------------------------

Increase (decrease) in cash                  25,058             (93,986)           (27,091)             31,058

Cash, beginning of period                     6,000              99,986            127,077                   -

-------------------------------------------------------------------------------------------------------------------
Cash, end of period                    $     31,058       $       6,000       $     99,986      $       31,058
-------------------------------------------------------------------------------------------------------------------

Non-cash transactions:
     Shares issued for software
       acquisition                     $          -       $           -       $    375,000      $      375,000
     Shares issued on Reverse
       Acquisition                                -                   -            314,254             314,254
     Shares issued on debt
       conversion                                 -                   -                  -             646,222
Interest paid                                    69              14,516              4,254              20,423

-------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

<TABLE>
<CAPTION>

PowerTrader, Inc.
(A DEVELOPMENT STAGE COMPANY)

Consolidated Statements of Changes in Shareholders' Equity (Deficit)
(Expressed in U.S. dollars)

-------------------------------------------------------------------------------------------------------------------
                                                                                                            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
   December 29, 1988          -    $     -        -    $   -          100    $      70    $       -      $        -
Shares redeemed and
   cancelled
   September 12, 1989         -          -        -        -         (100)         (70)           -               -
Shares issued
   September 12, 1989       100         72      100       73            -            -            -               -
Shares redeemed and
   cancelled
   July 12, 1990            (35)       (24)     (16)     (12)           -            -            -               -
-------------------------------------------------------------------------------------------------------------------

Balance,
   July 1, 1994              65         48       84       61            -            -            -               -
Loss for the period           -          -        -        -            -            -            -        (451,362)
-------------------------------------------------------------------------------------------------------------------

Balance,
   July 30, 1995             65         48       84       61            -            -            -        (451,362)
Shares issued
   for debt           4,174,448    646,222        -        -            -            -            -               -
Loss for the period           -          -        -        -            -            -            -        (598,971)
-------------------------------------------------------------------------------------------------------------------

Balance,
   June 30, 1996      4,174,513    646,270       84       61            -      646,331            -      (1,050,333)
Reverse Acquisition
   January 1, 1997   (4,174,513)  (646,270)     (84)     (61)   5,088,598      314,254            -               -
Shares issued for:
   Software share
     subscriptions            -          -        -        -    2,319,517       23,195      691,943               -
   Computer software
     acquired                 -          -        -        -      125,000        1,250      373,750               -
   Cash                       -          -        -        -      100,000        1,000      324,000               -
Loss for the period           -          -        -        -            -            -            -        (902,997)
-------------------------------------------------------------------------------------------------------------------

Balance,
   June 30, 1997              -          -        -        -    7,633,115      986,030    1,389,693      (1,953,330)
Shares issued
   for cash:
     September 10, 1997       -          -        -        -      250,000        2,500      810,000               -
     March 16, 1998           -          -        -        -      400,000        4,000       46,000               -
Loss for the period           -          -        -        -            -            -            -      (1,339,720)
-------------------------------------------------------------------------------------------------------------------

Balance,
   June 30, 1998              -          -        -        -    8,283,115      992,530    2,245,693      (3,293,050)
Shares issued for cash:
   October 16, 1998           -          -        -        -   14,000,000      140,000            -               -
Shares issued under
   Rectification Order
   from the B.C.
   Supreme Court              -          -        -        -      100,000            -            -               -
Loss for the period           -          -        -        -            -            -            -        (295,273)

-------------------------------------------------------------------------------------------------------------------
Balance,
   June 30, 1999              -  $       -        -   $    -   22,383,115  $ 1,132,530  $ 2,245,693    $ (3,588,323)
-------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-8
<PAGE>


PowerTrader, Inc.
(A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements (continued)
(Expressed in U.S. dollars)

Years ended June 30, 1999 and 1998

--------------------------------------------------------------------------------

PowerTrader, Inc.
(A DEVELOPMENT STAGE COMPANY)

Notes to Consolidated Financial Statements
(Expressed in U.S. dollars)

Years ended June 30, 1999 and 1998

--------------------------------------------------------------------------------


1.       Significant accounting policies:

         (a) 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.  Software  was sold during  February,  1999.  For
         details of sale, refer to note 3.

         All significant  intercompany  transactions and balances are eliminated
         on consolidation.


        (b) Basis of presentation:

         The consolidated  financial statements have been prepared in accordance
         with generally accepted accounting  principles in the United States, on
         a going concern basis.

        (c) Foreign currency translation:

         Foreign  monetary  assets  and  liabilities  are  translated  into U.S.
         dollars at the rates of exchange in effect at the balance  sheet dates.
         Non-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 U.S.  dollar for  periods
         presented  in  these  financial   statements  with  bracketed   figures
         reflecting the average rate for the period are:

--------------------------------------------------------------------------------

         June 30, 1999            U.S. $   1.00          $   1.463     (1.5119)
         June 30, 1998            U.S.     1.00              1.465     (1.4230)
         June 30, 1997            U.S.     1.00              1.381     (1.3660)

--------------------------------------------------------------------------------

                                      F-9

<PAGE>


1.       Significant accounting policies (continued):

         (d) Fixed assets:

         Fixed  assets  are  recorded  at cost  less  accumulated  amortization.
         Amortization  is  provided  on the  declining-balance  basis  using the
         following annual rates:

--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

         One half the normal amortization is recorded in the period in which the
         assets become available for use.

         (e) Revenue recognition:

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

         (f) Research and development costs:

         Research and development costs are charged to expense as incurred.

         (g) Capitalized software costs:

         Certain software  development and production 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.

                                      F-10
<PAGE>



1.       Significant accounting policies (continued):

         (h) 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 revenue
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.

         (i) Fair values of financial instruments:

         The  respective  carrying  values of certain  balance  sheet  financial
         instruments approximated their fair values. These financial instruments
         include cash, 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.  The fair value of the due
         to/from  related party cannot be  determined  as they are  non-interest
         bearing and have no fixed terms of repayment.

         (j) Loss per share:

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

         (k) New accounting pronouncements:

         In June 1998, the FASB issued SFAS No. 133,  "Accounting for Derivative
         Instruments and Hedging  Activities." SFAS No. 133 established  methods
         of  accounting  for  derivative   financial   instruments  and  hedging
         activities  related  to those  instruments,  as well as  other  hedging
         activities.  Application for this SFAS has been postponed. As such, the
         Company will be required to implement  SFAS No. 133 for its fiscal year
         ended June 30, 2001.  The Company  expects the adoption of SFAS No. 133
         will have no  material  impact on its  financial  position,  results of
         operations or cash flows.


                                      F-11
<PAGE>


1.       Significant accounting policies (continued):

         The  American  Institute  of Certified  Public  Accountants  has issued
         Statements of Position  entitled  "Accounting for the Costs of Computer
         Software  Developed or Obtained for Internal  Use" and  "Reporting  the
         Costs  of  Start-up  Activities".  The  Company  will  be  required  to
         implement these pronouncements for its fiscal year ended June 30, 2000.
         The Company expects that the adoption of these pronouncements will have
         no material impact on its financial position,  results of operations or
         cash flows.

2.       Nature of business and continued operations:

         PowerTrader,  Inc.  through its subsidiary  PowerTrader  Software Inc.,
         engaged in the design and development of  informational  and analytical
         desktop decision support 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 1, 1996,  the name changed to  PowerTrader  Software  Inc.
         Software did not engage in any material  business  activity  until July
         1994 when it began  development  of its  PowerTrader  suite of software
         products.  On January 2, 1997,  PowerTrader,  Inc.  was  acquired  in a
         Reverse Acquisition by Software.

         At the  commencement  of the fiscal year the Company had sold only Beta
         versions of its  existing  product.  As  reflected  in these  financial
         statements,  the Company has at June 30, 1999 an accumulated deficit of
         $3,588,323  (1998 -  $3,293,050)  and a working  capital  deficiency of
         $210,100  (1998 -  $519,009).  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.

                                      F-12
<PAGE>


2.       Nature of business and continued operations (continued):

         Since the Company has sold only Beta  products and has not yet recorded
         significant  sales,  the Company is still a  development  stage company
         with its principal business and assets in Canada and its revenue earned
         in Canada.

3.       Gain on sale of subsidiary:

         In February 1999,  the Company sold 100% of the issued and  outstanding
         shares of PowerTrader Software Inc., a software development company, to
         Financial  Models  Company,   Inc.  for  total  cash  consideration  of
         $205,050. This transaction resulted in a gain of $110,077.

4.       Fixed assets:

--------------------------------------------------------------------------------
                                                             1999         1998
--------------------------------------------------------------------------------
                                          Accumulated    Net book       Net book
                                Cost      amortization      value          value
--------------------------------------------------------------------------------

Computer equipment        $        -      $        -    $     -     $    122,574
Computer software            631,462         631,462          -          321,663
Furniture and equipment            -               -          -           19,945

--------------------------------------------------------------------------------
                          $  631,462      $  631,462    $     -     $    464,182
--------------------------------------------------------------------------------

5.       Due from/to related party:

         The due  from/to  related  party  amounts  are  with  Financial  Models
         Company,  Inc. the majority  shareholder of the Company.  These amounts
         have no fixed  terms of  repayment,  are  non-interest  bearing and are
         convertible,  at the option of Financial  Models  Company,  Inc.,  into
         common shares of the Company at a price of U.S. $0.01 per share.

6.       Notes payable:

         The notes  payable were repaid  during 1999.  They bore interest at 10%
         per annum, were unsecured and due on demand.

                                      F-13

<PAGE>


7.       Capital lease obligation:

         The balance of the Company's capital lease obligations were paid during
         1999.

8.       Share capital:

         (a) Restricted shares:

         As at June 30,  1999 none (1998 - 250,000)  of the  outstanding  common
         shares were restricted  shares and may not be sold in the absence of an
         exemption under the Securities Act of 1933 (United States).

         (b) Warrants:

         350,000  warrants were  outstanding  at June 30, 1999 (1998 - 350,000).
         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, expiring between May 2002 and July 2002.

         (c) Shares issued to director:

         In 1998,  250,000  shares  were  issued to a  Director,  subject  to an
         agreement containing certain restrictions on transfer over a three-year
         period and provision for forfeiture  upon occurrence of certain events,
         including  termination  of  employment.  The  holder  of  these  shares
         resigned as a director in 1998 and the Company  cancelled the shares in
         accordance with the aforesaid agreement subsequent to year end.

         (d) Sale of shares to related party:

         On October 16, 1998, the Company sold 14,000,000 unissued common shares
         to Financial  Models  Company,  Inc. for a purchase  price of $0.01 per
         share.


                                      F-14
<PAGE>


9.       Stock options and stock compensation plans:

         (a) Stock option plans:

         Pursuant  to  the  Company's  1996  Stock  Option  Plan  (the  "Plan"),
         officers, key employees,  advisors 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.

         A summary of options granted under the Plan is as follows:

-------------------------------------------------------------------------------
                                  Number          Expiry date    Exercise price
-------------------------------------------------------------------------------

Outstanding, June 30, 1996             -
Granted                          300,000       April 16, 2000         $    2.00
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Outstanding, June 30, 1997       300,000
Granted                           50,000       April 16, 2000         $    0.35
Cancelled                       (100,000)      April 16, 2000              2.00
Granted                           20,000        June 18, 2001              0.35
Granted                          150,000     January 30, 2000              0.35
Granted                           20,000        June 18, 2001              0.35
Granted                           20,000        June 18, 2001              0.35
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
Outstanding, June 30, 1998       460,000
Cancelled                       (200,000)      April 16, 2000         $    2.00
Cancelled                       (150,000)    January 30, 2000              0.35
Cancelled                        (20,000)       June 18, 2001              0.35
Cancelled                        (20,000)       June 18, 2001              0.35

-------------------------------------------------------------------------------
Outstanding, June 30, 1999        70,000
-------------------------------------------------------------------------------


         In addition, the following options, which are not part of the Company's
         1996 Stock Option Plan,  were  outstanding at June 30, 1998 and expired
         during 1999 without being exercised.

--------------------------------------------------------------------------------
Number                            Exercise price                   Expiry date
--------------------------------------------------------------------------------

149,999                                $   0.37                   December 1998
100,000                                    1.00                   February 1999
100,000                                    3.00                   February 1999

--------------------------------------------------------------------------------
349,999
--------------------------------------------------------------------------------


                                      F-15

<PAGE>


9.       Stock options and stock compensation plans (continued):

         (b) 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 1998 and 1997: dividend
         yield of nil; expected  volatility of nil;  risk-free interest rates of
         1998 - 5.31% (1997 - 6.25%) based on U.S.  Treasury  Bill yields and an
         expected life of two years.  The weighted average fair value of options
         granted  during 1998 was nil (1997 - $0.24) per share.  No options were
         granted during 1999.

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

--------------------------------------------------------------------------------
                                    1999                 1998              1997
--------------------------------------------------------------------------------

   Loss for the period:
        As reported        $    (295,273)    $     (1,339,720)    $    (902,997)
        Pro forma               (295,273)          (1,467,871)         (956,792)
   Loss per share:
        As reported               (0.02)              (0.17)              (0.16)
        Pro forma                 (0.02)              (0.18)              (0.16)

--------------------------------------------------------------------------------

10.      Related party transactions:


         During 1999,  the Company  paid  consulting  and leasing fees  totaling
         approximately  $100,000  (1998  -  $102,300  and  1997 -  $171,600)  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 $7,100.


         As at June 30, 1999, there were no (1998 - $85,900) trade payables to a
         director and a company controlled by a director.


                                      F-16
<PAGE>

10.      Related party transactions (continued):


         During  1999,  the Company  earned 100% of its revenue  from  Financial
         Models Company Inc. (1998 - nil).

11.      Income taxes:

         As at June 30, 1999,  the Company has no income tax loss  carryforwards
         available to reduce future taxable income.  Tax losses of approximately
         $2,950,000 were sold as part of the sale of Software.

         Deferred tax liabilities at June 30, 1999 and 1998 were not material.

         A  summary  of  deferred  tax  assets  at June 30,  1999 and 1998 is as
         follows:

--------------------------------------------------------------------------------
                              Loss   Tax                 Valuation     Deferred
                      carryforwards  rate      Amount   allowance    tax asset
--------------------------------------------------------------------------------

1999
  Tax benefit of loss
    carryforwards     $       -      .45    $       -   $       -    $        -
1998
  Tax benefit of loss
    carryforwards      2,950,000     .45     1,327,500   1,327,500            -

--------------------------------------------------------------------------------

         Since in  management's  opinion,  it was more  likely than not that the
         1998 tax  benefits  would  not be  realized,  they  were  reduced  by a
         valuation allowance of $1,327,500.

12.      Other:

         During  1999,  1998 and 1997,  the  Company had rent  expenses  for its
         premises of $42,280, $48,405 and $27,536, respectively.


                                      F-17

<PAGE>
                                   SIGNATURES


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

                                         POWERTRADER, INC.



Dated:  March  22 , 2000                 By: /s/ Stamos D. Katotakis
              ----                           -----------------------------------
                                             Stamos D. Katotakis
                                             President, Chief Executive
                                             Officer and Principal Financial
                                             Officer


We, the undersigned officers and directors of PowerTrader, Inc. hereby severally
and  individually  constitute  and appoint  Stamos D.  Katotakis  and Richard W.
Arnold, and each of them, the true and lawful attorneys and agents of each of us
to execute in the name, place and stead of each of us  (individually  and in any
capacity  stated  below) any and all  amendments  to this Annual  Report on Form
10-KSB and all instruments necessary or advisable in connection therewith and to
file  the  same  with  the  Securities  and  Exchange  Commission,  each of said
attorneys  and agents to have the power to act with or without the others and to
have full  power and  authority  to do and  perform in the name and on behalf of
each of the undersigned  every act whatsoever  necessary or advisable to be done
in the  premises  as  fully  and  to  all  intents  and  purposes  as any of the
undersigned  might or could do in person,  and we hereby  ratify and confirm our
signatures  as they may be signed by our said  attorneys  and  agents to each of
them to any and all such amendments and instruments.

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/ George McCord
-----------------------       Director                           March  22, 2000
    George McCord



/s/ Stamos D. Katotakis
-----------------------       President, Chief Executive         March  22, 2000
   Stamos D. Katotakis        Officer, Principal Financial
                              Officer and Director



<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

10.10(4)      Purchase and Subscription Agreement dated September 17, 1998
              by and between PowerTrader, Inc., 458468 B.C. Ltd.
              PowerTrader Software Inc. and Financial Models Company Inc.

10.11(4)      Source Code License Agreement dated August 11, 1998
              by and between PowerTrader, Inc. and Financial Models Company
              Inc.

10.12(5)      Bill of Sale between PowerTrader Software Inc. and
              PowerTrader, Inc. dated as of February 28, 1999

10.13(5)      Agreement between PowerTrader Software Inc. and
              PowerTrader, Inc. dated as of February 28, 1999 with respect
              To the transfer of intellectual property.

10.14(5)      Purchase Agreement between PowerTrader, Inc. and
              Financial Models Company Inc. dated as of February 28, 1999.

16.1*         Letter from BDO Dunwoody LLP

21.1(1)       Subsidiaries of the Registrant

23.1*         Consent of KPMG LLP

23.2*         Consent of BDO Dunwoody LLP

24.1*         Power of Attorney (included on signature page)

27.1*         Financial Data Schedule

99.1*         Cautionary Statement Identifying Important Factors that
              Could Cause PowerTrader, Inc.'s Actual Results to Differ
              from Those Projected in Forward-Looking Statements
---------------
*      Filed herewith

(1)    Incorporated by reference to Form SB-2  Registration  Statement (File No.
       333-20121)  declared  effective on April 4, 1997.

(2)    Incorporated by reference to Form 8-K dated May 2, 1997

(3)    Incorporated by reference to the annual report on Form 10-KSB for the
       fiscal year ended June 30, 1997.

(4)    Incorporated by reference to the quarterly report on Form 10-QSB for the
       quarter ended December 31, 1998.

(5)    Incorporated by reference to the quarterly report on Form 10-QSB for the
       quarter ended March 31, 1999.

+      Management Contract or Compensatory Plan or arrangement required to be
       filed as an Exhibit.