SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

For the quarterly period ended December 31, 1997

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

For the transition period from         to               

Commission file number 000-22329 

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

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

             885 Dunsmuir Street, Suite 591, Vancouver, B.C. V6C 1N5
                    (Address of Principal Executive Offices)

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

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

Yes   X    No      

     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest practicable date:

                                                   Number of Shares Outstanding
                    Title of Class                    as of February 1, 1998

    Common Stock, par value $0.01 per share                7,883,115

Traditional Small Business Disclosure Format (check one):

Yes        No   X  

<PAGE>
                                POWERTRADER, INC.

           QUARTERLY REPORT TO THE SECURITIES AND EXCHANGE COMMISSION

                              FOR THE QUARTER ENDED
                                December 31, 1997

                         PART I - Financial Information
                                                                           Page

ITEM 1.     Financial Statements

        Unaudited Consolidated Balance Sheet as of December 31, 1997............

        Unaudited Consolidated Interim Statements of Loss and Deficit
           for the Three and Six Months Ended December 31, 1997 and
           December 31, 1996....................................................

        Unaudited Consolidated Interim Statements of Cash Flow for
           the Three and Six Months Ended December 31, 1997 and
           December 31, 1996....................................................

        Notes to Unaudited Consolidated Financial Statements....................

ITEM 2.      Management's Discussion and Analysis...............................


                           PART II - Other Information

ITEM 6.      Exhibits and Reports on Form 8-K...................................



SIGNATURE PAGE..................................................................

EXHIBIT INDEX...................................................................
<PAGE>

                      UNAUDITED CONSOLIDATED BALANCE SHEET
                                December 31, 1997

                                                   December 31,        June 30,
                                                       1997              1997
Assets

Current
Cash                                             $      63,793      $    99,986
Accounts Receivable                                      7,566                -
Deposits and prepaids                                   63,659           12,883
                                                       135,018          112,869
Fixed assets                                           711,137          754,741
                                                   $   846,155      $   867,610
--------------------------------------------------------------------------------
                                                                  
Liabilities

Current
Accounts payable and accrued 
  liabilities                                      $   265,045      $   362,520
Current portion of capital lease 
  obligations, note 5                                    4,772            5,894
                                                       269,817          368,414
Notes payable                                                -           74,248
Capital lease obligations                                    -            2,555
                                                       269,817          445,217


Shareholders' Equity (Deficit)
Share capital                                          988,530          986,030
Capital surplus                                      2,191,553        1,389,693
Accumulated deficit during 
  development stage                                 (2,603,715)      (1,953,330)
                                                        576,338      (  422,393)
                                                   $   846,155      $   867,610
--------------------------------------------------------------------------------
<PAGE>

          UNAUDITED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND DEFICIT
          For the Three and Six Months Ended December 31, 1997 and 1996
                            (Expressed in US Dollars)

<TABLE>
<CAPTION>
                                                                                                                   December 29,
                                    Six                 Six                 Three               Three                  1988
                                  Months               Months               Months              Months                  to
                                   Ended                Ended                Ended              Ended              December 31,
                               December 31,         December 31,         December 31,        December 31,              1997
                                   1997                 1996                 1997                1996              (Cumulative)
                                (Unaudited)         (Unaudited)          (Unaudited)         (Unaudited)           (Unaudited)
<S>                            <C>                    <C>                <C>                 <C>       
Revenue                        $       28,349       $       27,478        $      20,244       $      17,259         $   167,613
Cost of Sales                          16,461               15,855                9,023                 955              95,599
                                       11,888               11,623               11,221              16,304              72,014

Selling, general and
   administrative costs               470,014              257,942              218,030             149,569           1,907,300
Development costs                     192,289              153,671               84,526              94,656             768,459
Net loss                       $     (650,415)       $    (399,990)        $   (291,335)      $    (227,921)        $(2,603,745)
Deficit, beginning of
   period                       $  (1,953,330)       $  (1,050,333)        $ (2,312,410)       $ (2,603,745)                -      
Deficit, end of period             (2,603,745)          (1,450,323)          (2,603,745)         (1,450,323)         (2,603,745)
-----------------------------------------------------------------------------------------------------------------------------------

Loss per share                       $  (0.08)            $  (0.10)            $  (0.04)          $   (0.05)

Weighted average shares of
  outstanding common stock
  and equivalents                   7,855,337            4,174,597            7,883,115           4,174,597
</TABLE>

<PAGE>

             UNAUDITED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOW
          For the Three and Six Months Ended December 31, 1997 and 1996
                           (Expressed in U.S. Dollars)
<TABLE>
<CAPTION>

                                                                                                                       December 29,
                                           Six Months         Six Months         Three Months       Three Months           1988
                                              Ended              Ended              Ended               Ended        (inception) to
                                          December 31,       December 31,        December 31,       December 31,       December 31,
                                              1997               1996                1997               1996               1997
                                           (Unaudited)        (Unaudited)        (Unaudited)         (Unaudited)       (Cumulative)
<S>                                       <C>                <C>                <C>               <C>                 <C>

Cash provided (used) by:
Operating activities
  Operations
    Net Loss                             $   (650,415)      $   (399,990)      $   (291,335)       $   (227,921)       $(2,603,745)
    Item not involving cash
     amortization                              72,256             17,220             61,668              11,480            158,891

Increase (decrease) in:
  Deposits and prepaids                       (50,776)            (8,689)            (9,180)             (2,112)           (63,659)
  Accounts receivable                          (7,566)                 -             (6,870)                  -             (7,566)
  Accounts payable and
  accrued liabilities                         (97,475)           (77,529)           (12,810)             50,387            265,044
                                             (733,976)          (468,988)          (258,527)           (168,166)        (2,251,035)
Financing activities                        
  Losses from PowerTrader Inc.                      -            311,900                  -             311,900                  -
Notes payable financing
  received                                          -                  -                  -                                 74,248
Notes payable financing
  repaid                                      (74,248)                 -            (36,203)                  -            (74,248)
Lease financing received                            -                  -                  -                   -             18,790
Repayment of obligations
  under capital lease                          (3,677)            (7,724)            (1,797)             (1,523)           (14,017)
Shareholders' advances                              -                  -                  -                   -            646,222
Issuance of share capital                     804,360                                                                    1,844,607
                                              726,435            616,225           (38,000)             343,392          2,495,602
Investing activity
Assets acquired on reverse
acquisition                                         -                  -                  -                   -            314,274
Investment in fixed assets                    (28,652)           (71,533)            (2,048)            (49,471)          (495,028)
                                              (28,652)           (71,533)            (2,048)            (49,471)          (180,774)
Increase (decrease) in cash                   (36,193)            75,704           (298,575)            125,755             63,793
Cash, beginning of period                      99,986            127,077            362,368              77,026                  -
Cash, end of period                    $       63,793      $     202,781       $     63,793       $     202,781       $     63,793

</TABLE>
<PAGE>

                                POWERTRADER, INC.
                          (A Development Stage Company)
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)
December 31, 1997
-------------------------------------------------------------------------------


Note A: The  accompanying   unaudited   consolidated  financial  statements  of
         PowerTrader Inc., and its wholly-owned  subsidiary PowerTrader Software
         Inc.,  as of and for the three and six months ended  December 31,  1997
         and December 31, 1996,  have been prepared in accordance with the rules
         and  regulations of the  Securities and Exchange  Commission and do not
         include all of the  information  and  footnotes  required by  generally
         accepted  accounting  principles  for  complete  financial  statements.
         PowerTrader  Inc.  accounts are included in these financial  statements
         from January 2, 1997, the date it was acquired by PowerTrader  Software
         Inc.

         In the opinion of management,  all adjustments considered necessary for
         a fair  presentation  of the results of the interim  periods  have been
         included.  Operating results for any interim period are not necessarily
         indicative  of the results that may be expected  for the entire  fiscal
         year. These statements should be read in conjunction with the financial
         statements  and notes thereto for the year ended June 30, 1997 included
         in the Company's report in Form 10K-SB as filed with the Securities and
         Exchange Commission.

Nature of Operations and Acquisition

Note B:  PowerTrader  Inc.,  (the  "Company")  designs,   develops  markets  and
         supports informational and analytical desktop decision support and risk
         management systems.                                                    
          
 
Note C:  The Company  records  revenue from the sale of computer  software  upon
         shipment.                                                              


Note D:  Exchange Rates

         Exchange Rates between the United States dollar and the Canadian dollar
         for the periods reported in these financial statements are as follows:

                                              1997                      1996

Average                                      1.4313                    1.3609
As of December 31 1997                       1.3969                    1.3706
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

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

Overview

         PowerTrader,  Inc.  ("PowerTrader"  or the "Company") was  incorporated
under the laws of the State of  Delaware  on August 22,  1996 for the purpose of
acquiring  the  business  of  PowerTrader  Software  Inc.  ("PSI")  in a merger,
exchange of shares or other business combination. Its sole director, officer and
shareholder was Michael C. Withrow. In January 1997,  PowerTrader  consummated a
transaction  with the shareholders of PSI pursuant to which  PowerTrader  became
the holder of all of the issued and  outstanding  shares of PSI's capital stock,
issued an  aggregate  of  4,174,597  shares of its  Common  Stock to the  former
shareholders of PSI (including  1,467,696 shares to a corporation  controlled by
Mr. Withrow) and assumed  liabilities to issue an aggregate of 2,289,517  shares
and options to purchase an additional  149,999 shares of common stock to certain
creditors of PSI. Prior to such transactions, the Company had not engaged in any
business activity, other than with respect to organizational matters, and had no
predecessors.

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

         As a result of a joint business venture with a Toronto-based television
production company,  the Company is exploring other business  opportunities such
as,  developing  and marketing a financial  Internet web site that is integrated
and fully  interactive  with a  traditional  television  broadcast  (the  "Joint
Venture"). The Company has been involved in such venture since November 1997 and
intends  on  focusing  a  portion  of  its  resources,  including  research  and
development, to such venture.

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

Results of Operations

         Sales.

         Sales increased 3.17% during the six months ended 31 December 1997 from
the same  period in 1996 and  increased  17.29%  for the three  months  ended 31
December  1997 from the same  period in 1996.  Sales  during each of the periods
compared have been  significantly  impacted by the limited  financial  resources
available  to the  Company  for  allocation  to  advertising  and  Beta  Product
marketing. Additionally, Sales in the last quarter were hampered by management's
decision  to shift  resources  towards  developing  products  to  capitalize  on
opportunities  the Company  believes will result from its  participation  in the
Joint Venture.
<PAGE>

         Cost of Sales.

         Cost of sales  increased by $606 (or 3.82%) from $15,855 to $16,461 (or
58.07% of sales) in the first half of fiscal 1998  ending 31  December  1997 and
increased  by $8,068 to $9,023 from $955 (or 44.57% of sales) in the three month
fiscal period  ending 31 December 1997 compared to the same period in 1996.  The
increase  in cost of sales  resulted  primarily  from  the  slight  increase  in
revenues.

         Selling, General and Administrative Costs.

         Selling, General and Administrative Costs ("SGA") increased by $212,072
(or 182.21%) to $470,014 (or  1,657.96% of sales) in the six month period ending
31 December  1997  compared to $257,942 (or 938.72% of sales) in the same period
ended 31 December 1996. SGA also increased by $68,461 (or 68.6%) to $218,030 (or
1,077% of sales) in the three month period  ending 31 December  1997 compared to
$149,569 (or 866.61% of sales) in the same period ended 31 December  1996.  Such
expenses were incurred to develop the necessary organizational infrastructure to
support  the  implementation  of the  Company's  business  plan and to cover the
continuing  operational  costs  associated with a public company and the cost of
listing  the  Company's  Common  Stock on the NASDAQ  Bulletin  Board.  SGA also
includes  salaries and benefits for  corporate  management,  administrative  and
sales  personnel,  as well as rent  expense  for  PSI's  offices.  Although  SGA
increased over the compared periods,  the Company believes that the level of SGA
which is required to maintain  the current  corporate  infrastructure  should be
relatively  fixed in  nature;  accordingly,  management  anticipates  that  such
expenses as a percentage of sales will decline as total sales levels increase.

         Development Costs.

         Development  Costs  increased by $38,618 (or 25.13%) from  $153,671 (or
559.3% of sales) in the six  months  ending 31  December  1996 to  $192,289  (or
678.29%  of  sales)  for the same  period  ending  31  December  1997.  However,
Development  Costs  decreased  by $10,130 (or 10.7%) from $94,656 (or 548.44% of
sales) in the three  months  ending 31  December  1996 to $84,526 (or 417.53% of
sales) for the same period ending 31 December  1997.  The six month  comparative
increase in development expense was primarily  attributable to costs incurred to
support the  development  and  completion of products  resulting  from the Joint
Venture.

         Net Loss.

         As a result of the  foregoing,  the Company  experienced  net losses of
$650,415 (or 2,294% of sales),  and $291,335 (or 1,439.12% of sales) for the six
months and quarter  ending 31  December  1997  respectively.  Such losses may be
offset  in part by the use of net loss  tax  carry  forwards  in  future  years.
Because of  additional  research and  development  expenses  and the  additional
personnel expenses which the Company believes will be necessary to establish its
competitive  and market  position  and build the  organizational  infrastructure
required to support implementation of the Company's growth strategy, the Company
expects to incur  further  losses in the future.  Such losses will likely have a
negative impact on the Company's results of operation,  particularly if sales of
the Company's current products fall below expectation.

Liquidity and Capital Resources

         The  principal  source  of funds to the  Company  and PSI  since  their
respective  formation has been derived from the net proceeds of certain  private
and public offerings of securities  which,  together with the proceeds of sales,
have been used to fund continued  research and  development  expenses as well as
necessary SGA costs. The Company believes that its current cash position will be
insufficient to fund its continued  operations and planned capital  expenditures
for the next twelve months. Accordingly,  the Company is currently attempting to
secure  additional  necessary  financing either from a future offering or future
offerings of securities or by increasing its sales. The inability of the Company
to obtain additional financing on acceptable terms, will have a material adverse
effect on the Company's business, financial condition and results of operations.
Moreover,  if additional funds are raised by the issuance of equity  securities,


<PAGE>

further dilution to existing stockholders could result. Although the Company has
now developed  products that are  market-ready and available for sale, there can
be no assurance that the Company will not require additional  financing prior to
the collection of revenue that would fund its operations  from this point and in
the future.

         In an attempt to reduce the  capital  strain on the  Company's  current
cash  position,  the Company  reduced its employee  work force from nine to only
three  employees  in January  1998.  Although  the  Company  believes  that this
decision will stabilize its short-term cash position,  the Company will still be
in need of  long-term  financing.  Also,  this  decision  will most  likely slow
production and development of new products and will limit the Company's  ability
to sell existing and market-ready products.

         The  Company's  limited  capital  resources  have caused the  Company's
independent accountants to issue a report which indicates that substantial doubt
exists as to the Company's  ability to continue as a going concern.  The Company
believes  that, if it is successful  in securing any  development  contracts for
work currently in progress and tenders under negotiation,  the capital resources
of the Company may  significantly  improve  and thereby  address  certain of the
going concern reservations.

Income Taxes

         The Company did not have any  material  current or deferred  income tax
liabilities  at June 30,  1997,  1996 and 1995.  However,  the  Company did have
available  tax  benefits of loss  carry-forwards  for 1997  totaling  $1,999,300
including a total in 1996 of  $1,119,700.  The Company did not record  these tax
benefits in the  Financial  Statements  because the Company  believes that it is
more likely than not that the tax benefits  would not be realized.  Accordingly,
the tax benefits have been reduced by a valuation  allowance of $758,000 in 1997
and $495,500 in 1996.

Year 2000

         Many existing  information  systems were designed and developed without
consideration of the impact of the next millennium and  accordingly,  may not be
capable  of  accurately  processing  dates  which  include  the year 2000 or any
subsequent  year ("Year 2000  Issue").  Based on an internal  assessment  of its
existing  information  system,  the  Company has  determined  that its system is
capable of accurately  processing such dates. For this reason,  the Company does
not  expect  the Year 2000  Issue to  materially  affect  the  Company's  future
financial results.
<PAGE>
PART II  -  OTHER INFORMATION

Item 6.     Exhibit and Reports on Form 8-K

            (A)  See Exhibit Index

            (B)  No reports on  Form 8-K were  filed with the  Commission during
                 the second quarter.


<PAGE>

                                PowerTrader, Inc.

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          POWERTRADER, INC.


                                             
Date:  February 17, 1998                  By: /s/ David C. Furlonger    
                                             David C. Furlonger
                                             Secretary, Chief Financial Officer 
                                             and Director

<PAGE>
                                PowerTrader, Inc.

                                  EXHIBIT INDEX


 Exhibit
   No.           Description

  27.1           Financial Data Schedule