SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

      (Mark One)

      [ x ]   Quarterly report under Section 13 or 15(d) of The Securities
              Exchange Act of 1934

      For the quarterly period ended 31 March 1999

      [   ]   Transition report under Section 13 or 15(d) of The Securities
              Exchange Act of 1934

      For the transition period from _________________ to _____________________

      Commission file number:  000-22329

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

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

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

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


               (Former Name, Former Address and Former Fiscal Year
                          if Changed Since Last Report)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of The  Securities  Exchange  Act of 1934 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
               -----               -----

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

                  Class                          Number of Shares Outstanding
                  -----                          ----------------------------

       Common Stock, par value $0.01                      22,283,115

         Transitional Small Business Disclosure Format (check one):

           Yes                 No    X
               ------              -----

<PAGE>

                                POWERTRADER, INC.

           QUARTERLY REPORT TO THE SECURITIES AND EXCHANGE COMMISSION

                              FOR THE QUARTER ENDED
                                 March 31, 1999

                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

          Unaudited Consolidated Balance Sheet as of March 31, 1999

          Unaudited Consolidated Interim Statement of Loss and Deficit for
          the Nine months and Three ended March 31, 1999 and March 31,
          1998

          Unaudited Consolidated Interim Statement of Cash Flow for the
          Nine months and Three months ended March 31, 1999 and 1998

          Notes to Unaudited Consolidated Financial Statements

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


                     PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

Item 6.   Exhibits and Reports on Form 8-K

SIGNATURE PAGE

EXHIBIT INDEX


<PAGE>


                         PART I - FINANCIAL INFORMATION
                          Item 1. Financial Statements

                                POWERTRADER, INC.
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                                 March 31, 1999
                           (Expressed in U.S. Dollars)

                                           March 31, 1999         June 30, 1998
                                           --------------         -------------
Assets

Current Assets:
Cash                                        $    50,955            $      6,000
Due from related party                          205,050                     --
                                              ---------             -----------
     Total current assets                   $   256,005            $      6,000

Fixed assets                                $    85,448            $    464,182
                                              ---------             -----------
     Total assets                           $   341,452            $    470,182

Liabilities:

 Current Liabilities:

Accounts payable and accrued
  liabilities                               $      ---              $   507,352
Notes payable                                      ---                   15,000
Current portion of capital lease
  obligations                                      ---                    2,657
                                              ---------             -----------
     Total current liabilities              $      ---              $   525,009

  Due to related party.                     $   426,208                     --
                                             ----------              -----------
     Total liabilities                      $   426,208             $   525,009

Shareholders' equity (Deficit)
Share capital                               $ 1,129,030            $    992,530
Capital surplus                               2,249,193               2,245,693
Accumulated deficit during
  development stage                          (3,462,979)             (3,293,050)
                                            -----------              ----------

     Total shareholder equity                   (84,756)           $    (54,827)
     Total liabilities and
       shareholder equity                    $  341,452            $    470,812


<PAGE>
<TABLE>
<CAPTION>


                        UNAUDITED CONSOLIDATED STATEMENT
                               OF LOSS AND DEFICIT
       For the Nine Months and Three Months ended March 31, 1999 and 1998
                           (Expressed in U.S. Dollars)

                           Nine Months          Nine Months          Three Months       Three Months
                             Ended                 Ended                Ended             Ended
                           March  31,           March  31,           March  31,          March 31,
                             1999                  1998                 1999              1998
                           (Unaudited)          (Unaudited)          (Unaudited)        (Unaudited)
                           -----------          ----------           -----------        -----------
<S>                     <C>                  <C>                <C>                  <C>

Revenue                    $   141,069          $   40,852         $    54,112          $   20,503
Cost of sales                   22,715              16,461               5,330                 --
                           -----------          ----------         -----------          ----------
                           $   118,354          $   24,391         $    48,781          $   20,503


Selling, general and
 administrative costs      $   361,758          $  642,653        $    121,357          $  180,639
Gain on sale of
 Subsidiary                   (110,077)                --             (110,077)                --
Development costs               36,602             235,339              13,757              43,050
                            ----------           ---------         -----------          ----------
Net loss                   $  (169,929)         $ (853,601)        $    23,745         $  (203,186)

Deficit beginning of
period                     $(3,293,050)        $(1,953,330)        $(3,486,723)        $(2,603,745)
Deficit end of period       (3,462,979)        $(2,806,931)        $(3,462,979)        $(2,806,931)

Loss per share             $     (0.01)        $     (0.11)        $      0.00         $     (0.03)

Weighted average
shares of outstanding
common stock and
equivalent                  15,313,115           7,908,948          16,090,893           8,016,448

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                         UNAUDITED CONSOLIDATED INTERIM
                         STATEMENT OF CASH FLOW For the
               Nine and Three months ended March 31, 1999 and 1998
                           (Expressed in U.S. Dollars)

                                   Nine months        Nine months     Three months          Three months
                                      ended              ended            ended                 ended
                                    March 31,          March 31,        March 31,             March 31,
                                      1999               1998             1999                  1998
                                  -----------        -----------    -------------        --------------
<S>                            <C>               <C>              <C>                  <C>

Cash provided (used) by

Operating Activities
    Net loss for period           $     (169,929)   $   (853,601)     $   23,745          $  (203,186)

    Items not involving cash
      Amortization                $      152,857    $     79,440      $   79,780          $     7,184
      Gain on sale of subsidiary        (110,077)            --         (110,077)                 --
Increase (decrease) in:
      Deposits and prepaids                  --          (19,866)            --                30,910
      Accounts receivable                    --          (18,574)            --               (11,008)
      Accounts payable and
      accrued liabilities               (378,592)        (47,434)       (134,756)              50,041
      Due from related party            (205,050)            --         (205,050)                 --
      Due to related party               426,208             --           78,756                  --
                                     -----------      ----------      ----------           -----------
                                  $     (284,583)   $   (860,035)     $ (267,602)         $  (126,059)

Financing activities
      Note payable financing
       repaid                            (14,768)        (74,248)            --                   --
      Lease financing received               --              --              --                   --
      Repayment of obligations
      under capital lease                   (744)         (5,035)            --                (1,358)
      Issuance of share capital
            and subscription             140,000         875,385             --                71,025
                                  $      124,488    $    796,102      $      --           $   69, 667
                                     -----------     -----------       ---------           ----------
Investing activities
      Investment in fixed assets             --          (28,652)            --                   --
      Proceeds on sale of
        PowerTrader Software
        Inc.                             205,050             --          205,050                  --
                                     -----------      ----------       ----------          ----------
                                  $      205,050     $   (28,652)     $  205,050          $       --

Increase (decrease) in cash       $       44,955     $   (92,585)     $  (62,552)        $    (56,392)
      Cash, beginning of period            6,000          99,986         113,507               63,793
      Cash, end of period                 50,955           7,401          50,955                7,401

</TABLE>

<PAGE>



                                POWERTRADER, INC.
                          (A Development Stage Company)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)
                                 March 31, 1999

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 months and nine months ended
            March 31, 1999 and March 31, 1998 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,  1998  included in the  Company's  report in Form 10KSB  as
            filed with the Securities and Exchange Commission.

NOTE B:     PowerTrader,  Inc. (the "Company")  designs,  develops,  markets and
            supports  informational  and  analytical  dealing  decision  support
            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 period reported in these financial  statements are as
            follows:

                                                   1999             1998
                                                   ----             ----
                  Average                         1.5175           1.4304
                  As of March 31, 1999            1.5092           1.4163


<PAGE>


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

         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 purpose,  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 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. 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. Unless otherwise indicated,  all dollar values are
expressed in U.S. Dollars.

Overview

         PowerTrader,  Inc. (the "Company"),  through its subsidiary PowerTrader
Software Inc., was engaged 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.  Revenues
until  September  30, 1998  resulted  from the  distribution  of Beta  products.
Product  development  work continued  during fiscal 1998;  however,  the Company
remains a development stage company.

         To generate revenue, the Company explored other business  opportunities
to either supplement or replace the Company's business and products.  During the
third and fourth  quarters  of fiscal  1998,  the  Company  devoted  significant
resources to assess the  possibility  of  developing  and  marketing a financial
Internet web site  integrated  and  interactive  with a  traditional  television
broadcast (the "Joint  Venture") and the  possibility of combining the Company's
web site  technology  with the  information  and print medium  provided by a New
York-based print financial magazine (the "Combination").

         The  Joint  Venture  and the  Combination  never  materialized  and all
discussions  had ended by the first  quarter  of fiscal  1999.  During the first
quarter of fiscal  1999,  the Company  continued  to suffer from an inability to
generate  significant  levels of revenue  due,  in part,  to the  allocation  of
significant  resources to the Joint Venture and  Combination.  In addition,  the
Company had defaulted on a note payable to a creditor of the Company, which note
was secured by the Company's DataMill Software.  As a result of the default, the
creditor took possession of DataMill,  a significant  asset of the Company.  For
these reasons,  the Company had begun to actively explore  alternate  methods of
raising capital for operations,  including the merger with a financially  stable
complimentary  business,  issuance  of  debt or  equity  or  attracting  venture
capital. Alternatively,  management began reviewing the possibility of a sale of
all the assets of the  Company or  placing  the  Company  into  bankruptcy  (see
"Liquidity and Capital Resources").

         The Company  elected to raise funds to satisfy its immediate cash needs
and  protect  its  significant  assets,   including  DataMill.  The  Company  by
identifying  and  joining  with a  financially  stable  entity as an investor to
assist in the funding of  operations.  To effect this  strategy,  on October 16,
1998 the Company  issued  14,000,000  shares of its Common  Stock,  at $0.01 per
share, to Financial  Models Company Inc.  ("FMC") in exchange for $140,000 cash.
On closing FMC advanced the further sum of Cdn$252,000  (approximately  $172,000
U.S.) to the Company to allow it to discharge the 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.  FMC
advanced the further sum of $100,000 to allow the Company to retire  outstanding
accounts owed to 458468 B.C. Ltd. for consulting and other services  provided to
the Company by Michael C. Withrow.  Mr.  Withrow and 458468  surrendered  to the
Company  certain stock options  granted  pursuant to the  consulting  agreement.
During the third  quarter of fiscal  1999,  FMC has  advanced the further sum of
$152,708 to retire outstanding debts and provide working capital.

         Subsequent to the  acquisition of control of the Company by FMC, and as
a result of FMC's software development requirements,  the Company's,  commencing
in the second  fiscal  quarter,  was shifted to the  provision  of  professional
services for the design and development of enhancements to the DataMill software
under FMC's DataMill license.

         As part of the  continued  restructuring  efforts  of the  Company,  on
February 28, 1999 the Company executed a Purchase Agreement whereby it agreed to
sell all its shares in its wholly owned subsidiary PSI to FMC. The completion of
the transaction is conditioned upon the Company obtaining a rectification  order
from the  Supreme  Court of British  Columbia  to correct  certain  deficiencies
required under relevant B.C. legislation,  as had been revealed from a review of
the corporate  records of the subsidiary.  Upon obtaining the order FMC will pay
to the Company the sum of  Cdn$300,000 to complete the sale.  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  developed for FMC under
its source code  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
arrangement  granting to FMC certain marketing rights to DataMill and to provide
future upgrades of DataMill to FMC for its use in accordance with FMC's license.

         Effective March 1, 1999 the operations and expenses of PSI were assumed
by FMC  and  all  revenues  and  expenses  for the  continued  operation  of the
subsidiary became the responsibility of FMC.

         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 by $33,609 for the three months ended 31 March 1999 and
by  $100,217  for the nine months  ended 31 March 1999 from the same  respective
periods in 1998. The increase is predominantly due to the continuing contracting
by FMC of PSI's development personnel to effect certain changes and enhancements
to  FMC's  source  code  license  for  the  Company's  DataMill  software.  Such
development  revenues  have  ceased  effective  March 1, 1999 as a result of the
acquisition by FMC of PSI from the Company.  No revenues have been achieved from
the sales of any of the Company's other software products.

Cost of Sales

         Cost of sales increased by $5,330 in the three month period ended March
31, 1999 over the same period in 1998.  Similarly the Cost of Sales increased by
$6,254 for the nine month  period  ended  March 31,  1999  compared  to the same
period ending March 31, 1998.  The increased  Cost of Sales is due mainly to the
reinstatement  of a data  supply  agreement  which  had  previously  lapsed  for
non-payment  of  accounts.  Such  data is  required  for  use in the  continuing
research and development work on the Company's software.

Selling, General and Administrative Costs

         Selling,  General  and  Administrative  ("SGA")  Costs  decreased  from
$642,563  to  $361,758  for the nine  months  ended  March  31,  1998 and  1999,
respectively.  Similarly,  SGA Costs decreased from $180,639 to $121,357 for the
three months ended March 31, 1998 and 1999  respectively.  The decrease reflects
staff  reductions  existing at the time of FMC's  acquisition of the controlling
interest  in the  Company  and is  consistent  with  the  new  hirings  made  to
facilitate  the ongoing  efforts to  reorganize  the Company.  SGA Costs include
salary and benefits for  personnel  as well as rent  expenses for the  Company's
office  premises.  Effective  March 1, 1999, as the result of the acquisition of
PSI by FMC, the SGA Costs will decrease  substantially as salaries and operating
expenses are now borne by FMC.

Gain on Sale

         On February  28, 1999 the Company sold all the shares of PSI, its fully
owned subsidiary,  to Financial Models Company Inc. This transaction resulted in
a gain to the  Company  of  $110,077  over the book  value of PSI at the time of
sale.

Development Costs

         Development  Costs  decreased  from  $235,339 to $235,339  for the nine
months ended March 31, 1998 and 1999 respectively.  Similarly, development costs
decreased  from $43,050 to $13,757 for the three months ended March 31, 1998 and
1999 respectively. The decrease represents the reduction in wages and associated
costs  assumed by FMC with the sale of PSI to FMC on  February  28,  1999.  As a
result of that sale it is anticipated that future  development costs will relate
primarily  to wages and  benefits of  personnel  contracted  from FMC to perform
further research and development on the Company's software.

Net Loss

         As a result of the  foregoing,  the Company  experienced  a net gain of
$23,745 for the quarter ending 31 March,  1999.  This gain results from the sale
of the  Company's  subsidiary  PSI rather than  reflecting  an increase in sales
revenue.  Consequently,  cumulative  losses for the nine months  ended March 31,
1999 were $169,929, a decrease from $853,601 over the similar nine months ending
March 31,  1998.  Such  losses  may be offset in part by the use of net loss tax
carry forwards in future years.  The Company  believes that additional  research
and development  expense and additional  personnel  expense will be necessary to
reorganize and attempt to establish a competitive  and market position and build
the  organizational  infrastructure  required to implement the Company's  future
growth strategy. Such losses will likely have a negative impact on the Company's
results of operation,  particularly if sales of the Company's  current  products
fail to materialize.

Liquidity and Capital Resources

         The  principal  source  of funds to the  Company  and PSI  since  their
respective  formation has been derived from the net proceeds of certain  private
offerings of securities  which,  together with the proceeds of sales,  have been
used to fund continued  research and  development  expenses as well as necessary
SGA costs.  The Company's  principal source of funds currently is those received
from FMC. The Company  believes  that provided FMC continues to provide cash for
payment of outstanding  liabilities and to meet current operating  requirements,
its current cash position  will be  sufficient to fund its continued  operations
and planned capital expenditures for the next twelve months. However, FMC is not
committed or otherwise  obligated to provide such financing.  The failure of FMC
to continue to supply funds or 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.  Monies
advanced by FMC are secured by a debenture convertible at FMC's option to shares
of Common  Stock at a price of $0.01US per share,  on the basis of one share for
each $0.01U.S. of monies received by the company. If the conversion is exercised
by FMC or if  additional  funds are raised by the issuance of equity  securities
further dilution to existing stockholders could result.  Financing from a lender
will  cause the  Company  to incur  additional  debt.  In view of the  Company's
limited success in marketing its Beta products and its reliance on the continued
funding by FMC,  there can be no  assurance  that the  Company  will not require
additional  financing  prior to the collection of revenue from sales in order to
fund its operations from this point and in the future.

         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.

Income Taxes

         The Company did not have any  material  current or deferred  income tax
liabilities  at June 30,  1998,  1997 and 1996.  However,  the  Company did have
available tax benefits of loss  carry-forwards  for 1998  totalling  $3,293,050,
including a total in 1997 of  $1,953,330.  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  $1,368,000  in
1998 and $899,300 in 1997.

Year 2000 Readiness Disclosure

         Many  existing  information  systems  may not be capable of  accurately
processing  dates which include the Year 2000 or any subsequent year ("Year 2000
Issue").  Based on internal  assessment  of the  Company's  current  information
systems and in view of the fact that the Company  has  discontinued  any product
offerings  and is solely  engaged in the provision of  professional  development
services to other  parties,  the Company  believes that its current  information
systems and third party supplied data and services will be capable of accurately
processing  such dates.  For this reason the Company  does not expect to require
the expenditure of significant funds or resources to address the Year 2000 Issue
nor for such Issue to materially  affect the Company's future financial results.
However,  the Company will continue to fully  consider all issues related to the
Year 2000.


<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1.    Legal Proceedings

           None


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 third quarter of fiscal 1999.



<PAGE>


                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
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

<PAGE>


                                  EXHIBIT INDEX

    Exhibit No.             Description
    -----------             -----------

      10.1               Bill of Sale between PowerTrader Software Inc.
                         and PowerTrader, Inc. dated as of February 28, 1999

      10.2               Agreement between PowerTrader Software Inc. and
                         PowerTrader, Inc. dated as of February 28, 1999 with
                         respect to the transfer of intellectual property.

      10.3               Purchase Agreement between PowerTrader, Inc. and
                         Financial Models Company Inc. dated as of
                         February 28, 1999.

      27.1               Financial Data Schedule