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 March 31, 1998

|_| 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, 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:  8,283,115 shares of Common
Stock, par value $0.01 per share as of April 30, 1998.

<PAGE>

                                POWERTRADER, INC.


           Quarterly Report to the Securities and Exchange Commission

                              For the Quarter Ended
                                 March 31, 1998

                         PART I - Financial Information

                                                                         Page
                                                                         ----

ITEM 1.   Financial Statements

          Unaudited Consolidated Balance Sheet as of March 31, 1998

          Unaudited Consolidated Interim Statement of Loss and Deficit 
          For the Nine and Three Months Ended March 31, 1998 and 1997

          Unaudited Consolidated Interim Statement of Cash Flow For 
          the Nine and Three Months Ended March 31, 1998 and 1997

          Notes to the Unaudited Consolidated Financial Statements

ITEM 2.   Management's Discussion and Analysis

                           PART II - Other Information

ITEM 2.   Changes in Securities and Use of Proceeds

ITEM 6.   Exhibits and Reports on Form 8-K

          SIGNATURE PAGE

          EXHIBIT INDEX

<PAGE>
                      Unaudited Consolidated Balance Sheet
                                 March 31, 1998

                                                 March 31,             June 30,
                                                    1998                 1997
Assets                                           ---------             --------

Current
    Cash                                      $      7,401         $     99,986
    Accounts Receivable                             18,574                    -
    Deposits and prepaids                           32,749               12,883
                                               -----------         -------------
                                                    58,724              112,869
    Fixed assets                                   703,953              754,741
                                               ===========         =============
                                              $    762,677         $    867,610
                                               ===========         =============


Liabilities

Current
    Accounts payable and accrued 
      liabilities                             $    315,086         $    362,520
    Current portion of capital lease 
      obligations, note 5                            3,414                5,894
                                               -----------         -------------
                                                   318,500              368,414
    Notes payable                                        -               74,248
    Capital lease obligations                            -                2,555
                                               -----------         -------------
                                                   318,500              445,217
                                               -----------         -------------
Shareholders' Equity (Deficit)
    Share capital                                  992,530              986,030
    Capital surplus                              2,258,578            1,389,693
    Accumulated deficit during 
      development stage                         (2,806,931)          (1,953,330)
                                                   444,177             (422,393)
                                               -----------         -------------
                                              $    762,677         $    867,610
                                               ===========         =============

<PAGE>
<TABLE>

          Unaudited Consolidated Interim Statement of Loss and Deficit
                          For the Nine and Three Months
                          Ended March 31, 1998 and 1997
                            (Expressed in US Dollars)

<CAPTION>
                                                                                                       December 29,
                              Nine Months       Nine Months        Three Months       Three Months         1988 to
                                Ended             Ended               Ended             Ended         March 31, 1998
                            March 31, 1998    March 31, 1997      March 31, 1998     March 31, 1997     (Cumulative)
                              Unaudited          Unaudited           Unaudited         Unaudited          Unaudited
                            --------------    --------------      --------------    ---------------   --------------
<S>                        <C>               <C>                <C>               <C>                <C>
Revenue                       $   40,852       $     37,430       $    20,503        $     9,952       $    188,116
Cost of Sales                     16,461             15,855                 0                  0             95,599
                               ---------        -----------        -----------        -----------       -----------
                                  24,391             21,575            20,503              9,952             92,517
Selling, general and
administrative costs             642,653            499,895           180,639            241,953          2,087,939

Development costs                235,339            185,955            43,050             32,284            811,509
                               ---------        -----------        -----------       ------------       -----------
Net loss                      $ (853,601)      $   (664,275)      $  (203,186)       $  (264,285)      $ (2,806,931)

Deficit Beginning of
  Period                      (1,953,330)        (1,050,333)       (2,603,745)        (1,450,323)                 -
                              ===========       ============       ===========       ============       ============
Deficit End of Period         (2,806,931)        (1,714,608)       (2,806,931)        (1,714,608)        (2,806,931)
                              ===========       ============       ===========       ============       ============
Loss per share                $    (0.11)      $      (0.26)      $     (0.03)       $     (0.08)
                              -----------       ------------       -----------       ------------
Weighted average shares
of outstanding common
stock and equivalents          7,908,948          2,594,184         8,016,448          3,203,515

</TABLE>

<PAGE>
<TABLE>

              Unaudited Consolidated Interim Statement of Cash Flow
           For the Nine and Three Months Ended March 31, 1998 and 1997
                           (Expressed in U.S. Dollars)
<CAPTION>

                                                                                                             December 29,
                                                                                                                 1988
                                          Nine Months      Nine Months     Three Months     Three Months    (inception) to
                                             Ended            Ended            Ended            Ended       March 31, 1998
                                         March 31, 1998   March 31, 1997  March 31, 1998   March 31, 1997    (cumulative)
                                        ---------------   --------------  --------------   --------------   --------------
<S>                                    <C>              <C>             <C>              <C>              <C>
Cash provided (used) by:

Operating activities
    Operations
    Net loss                             $   (853,601)    $   (669,275)   $   (203,186)    $    (264,285)   $ (2,806,931)
    Item not involving cash                    79,440           27,892                            10,672         166,075
       Amortization                                                              7,184
    Deferred compensation expense                               23,203                            23,203
    Increase (decrease) from changes
in:
       Deposits and prepaids                  (19,866)         (21,437)         30,910           (12,748)        (32,749)
       Accounts Receivable                    (18,574)               -         (11,008)                -         (18,574)
       Accounts payable and accrued           (47,434)         (18,836)                           58,693         315,085
            liabilities                                                         50,041
                                            ----------        ---------     -----------       -----------    ------------
                                             (860,035)        (653,453)       (126,059)         (184,465)     (2,377,094)
                                            ----------        ---------     -----------       -----------    ------------
Financing activities
    Advances from Parent                            -                -               -          (311,900)              -
    Share Subscriptions                             -                -               -          (307,049)              -
    Notes payable received                          -                -                                 -          74,248
    Notes payable financing repaid            (74,248)               -               -                 -         (74,248)
    Lease financing received                        -                -               -                 -          18,790
    Repayment of obligations                   (5,035)          (4,027)                           (1,303)        (15,375)
       under capital lease                                                      (1,358)
    Shareholders' advances                          -                -               -                 -         646,222
    Issuance of share capital                 875,385          621,335          71,025           621,335       1,915,632
                                            ----------     -----------      -----------       -----------    ------------
                                              796,102          617,308         (69,667)            1,083       2,565,269
                                            ----------     -----------      -----------       -----------    ------------
Investing activity
    Assets acquired on reverse                      -                -               -                 -         314,274
acquisition
Investment in fixed assets                    (28,652)         (82,362)              -           (10,829)       (495,048)
                                            ----------     ------------     -----------       -----------    ------------
                                              (28,652)         (82,362)              -           (10,829)       (180,774)
                                            ----------     ------------     -----------       -----------    ------------
Increase (decrease) in cash                   (92,585)        (118,507)        (56,392)         (194,211)          7,401

Cash, beginning of period                      99,986          127,077          63,793           202,781               -
                                            ==========     ============     ===========       ===========    ============
Cash, end of period                      $      7,401     $      8,570    $      7,401     $       8,570    $      7,401
                                            ==========     ============     ===========       ===========    ============


</TABLE>

<PAGE>


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

March 31, 1998
-------------------------------------------------------------------------------

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:

                                                    1998               1997
                                                    ----               ----
         Average                                   1.4304             1.3585
         As of March 31 1998                       1.4163             1.3718


<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"  and "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 the  issued and  outstanding  shares of PSI's  capital  stock,
issued an aggregate of 4,174,597 to the former  shareholders  of PSI  (including
1,467,696  shares  to a  corporation  controlled  by Mr.  Withrow)  and  assumed
liabilities to issue an aggregate of 2,289,517 shares and options to 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.

         During  the third  quarter  of fiscal  1998,  the  Company  sought  out
additional business opportunities. As a result, 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  believes  it will  focus
additional  resources,  including time and effort,  to develop its  relationship
with the magazine.

         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.

<PAGE>

Results of Operations

         Sales.

         Sales  increased  9.14% during the nine months ended 31 March 1998 from
the same  period in 1997 and  increased  106.02% for the three  months  ended 31
March  1998  from the same  period in 1997.  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  second  quarter  of  fiscal  1998  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.  Moreover, the Company devoted much time and
effort towards exploring the potential benefits of the Combination.

         Cost of Sales.

         Cost of sales  increased by $606 (or 3.82%) from $15,855 to $16,461 (or
40.29% of sales) in the  nine-month  period  ended 31 March 1998.  Cost of sales
were minimal and did not increase quarter of quarter for the three month periods
ended 31 March 1998 and 31 March 1997.  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 $142,758
(or 28.56%) to $642,653  (or  1,573.12% of sales) in the nine month period ended
31 March 1998  compared to $499,895  (or  1,335.55% of sales) in the same period
ended 31 March 1997.  SGA  decreased  by $61,314  (or  25.34%) to  $180,639  (or
881.04% of sales) in the  three-month  period  ended 31 March 1998  compared  to
$241,953  (or  2,431.2% of sales) in the same period  ended 31 March 1997.  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 includes
salaries  and  benefits  for  corporate  management,  administrative  and  sales
personnel,  as well as rent expense for PSI's offices. 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 $49,384 (or  26.56%) to $235,339  (or
576.08% of sales) for the period  ended 31 March 1998  compared to $185,955  (or
496.81% of sales) in the nine months ended 31 March 1997.  However,  Development
Costs  increased  by $10,766  (or  33.35%) to $43,050 (or 210% of sales) for the
period  ended 31 March 1998  compared  to $32,284  (or  324.40% of sales) in the
three  months  ended 31 March  1997.  The nine  month  comparative  increase  in
development expense was primarily  attributable to costs incurred to support the
development  and  completion  of  products  attributable  to the  release of the
Investorstv.com  Internet site and associated  television program, both of which
resulted from the Joint Venture.

         Net Loss.

         As a result of the  foregoing,  the Company  experienced  net losses of
$853,601  (or 2,089% of  sales),  and  $203,186  (or 991% of sales) for the nine
months and quarter ending 31 March 1998 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.

<PAGE>
Liquidity and Capital Resources

         The  principal  source  of funds to the  Company  and PSI  since  their
respective  formation has been derived from the net proceeds of certain  private
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 from a future offering or future offerings
of securities,  an infusion of capital from a lender 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,  further  dilution to existing  stockholders
could result.  Additionally,  financing from a lender would cause the Company to
incur additional debt.  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 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.  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 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 I - OTHER INFORMATION


Item 2.           Changes in Securities and Use of Proceeds

                  On February 26, 1998, the Company issued 400,000 shares of the
                  Company's  Common Stock to an accredited  investor for a total
                  offering  price of  US$50,000  which  amount was paid in cash.
                  Such  transaction was effected under the exemptive  provisions
                  of Regulation D of the Securities Act of 1933, as amended.

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 1998.

<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.


Date:    May 15, 1998                  By:  /s/ David C. Furlonger
                                          David C. Furlonger
                                          Chief Financial Officer, Secretary and
                                          Director

<PAGE>
                                  EXHIBIT INDEX


Exhibit No.        Description

27.1               Financial Data Schedule