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 December 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 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
                                December 31, 1998

                         PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements

          Unaudited Consolidated Balance Sheet as of December 31, 1998

          Unaudited Consolidated Interim Statement of Loss and Deficit for
            the Six and Three months ended December 31, 1998 and
            December 31, 1997

          Unaudited Consolidated Interim Statement of Cash Flow for the
            Six and Three months ended December 31, 1998 and 1997

          Notes to Unaudited Consolidated Financial Statements

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


                           PART II - OTHER INFORMATION

 Item 1.  Legal Proceedings

 Item 2.  Changes in Securities

 Item 3.  Defaults Upon Senior Securities

 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
                                December 31, 1998
                           (Expressed in U.S. Dollars)

                                              December 31, 1998    June 30, 1998
                                              -----------------    -------------
Assets

Current Assets:
Cash                                            $   113,507           $   6,000
Accounts Receivable                                    ---                 ---
Deposits and Prepaids                                  ---                 ---
                                                  ---------            --------
     Total current assets                       $   113,507           $   6,000

Fixed assets                                    $   308,968           $ 464,182
                                                  ---------            --------
     Total assets                               $   422,476           $ 470,182

Liabilities:

 Current Liabilities:

Accounts payable and accrued liabilities        $   181,650           $ 507,352
Notes payable                                          ---               15,000
Current portion of capital lease
  obligations                                         1,834               2,657
                                                   --------            --------
          Total current liabilities             $   183,524           $ 525,009

   Due to Financial Models Company Inc.         $   347,452                ---

Capital lease obligation                        $                          ---
                                                  ---------            --------
          Total liabilities                     $   530,976           $ 525,009

Shareholders' equity (Deficit)
Share capital                                   $ 1,132,530          $  992,530
Capital surplus                                   2,245,693           2,245,693
Accumulated deficit during development stage     (3,486,723)         (3,293,050)
                                                 ----------          ----------
     Total shareholder equity                   $  (108,500)         $  (54,827)
     Total liabilities and shareholder equity   $   422,476          $  470,182



<PAGE>
<TABLE>
<CAPTION>


                        UNAUDITED CONSOLIDATED STATEMENT
                               OF LOSS AND DEFICIT
      For the Three Months and Six Months ended December 31, 1998 and 1997
                           (Expressed in U.S. Dollars)

                           Six Months      Six Months     Three Months        Three Months
                               Ended         Ended            Ended              Ended
                           December 31,    December 31,    December 31,        December 31,
                               1998          1997             1998               1997
                           (Unaudited)     (Unaudited)    (Unaudited)          (Unaudited)
                           ------------    ------------   -------------        ------------
<S>                     <C>              <C>              <C>              <C>

Revenue                    $    86,958     $    28,349       $   86,548         $   20,244
Cost of sales                   17,385          16,461            7,261              9,023
                              --------        --------        ---------          ---------
                           $    69,573     $    11,888       $   79,287         $   11,221

Selling, general and
 administrative costs      $    85,186     $   470,014       $   50,477         $  218,035
Development costs              178,060         192,289           94,893             84,520
                             ---------        --------        ---------           --------
Net loss                   $  (193,673)    $  (650,415)      $ ( 66,082)        $ (291,335)

Deficit beginning of
period                     $(3,293,050)    $(1,953,300)     $(3,420,642)       $(2,312,410)
Deficit end of period      $(3,486,723)    $(2,603,745)     $(3,486,723)       $(2,603,745)

Loss per share             $     (0.02)    $     (0.08)     $     (0.01)       $     (0.05)

Weighted average shares
of outstanding common
stock and equivalent        12,979,782       7,855,337       12,979,782          7,883,115

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                         UNAUDITED CONSOLIDATED INTERIM
                         STATEMENT OF CASH FLOW For the
              Three and Six months ended December 31, 1998 and 1997

                                Six months        Six months          Three months        Three months
                                  ended             ended                 ended              ended
                                December 31,      December 31,         December 31,       December 31,
                                      1998           1997                 1998               1997
                                -----------       -----------         -------------       --------------

Cash provided (used) by
<S>                           <C>              <C>                  <C>                  <C>
Operating Activities
  Net loss for period           $  (193,673)     $ (650,415)         $   (66,082)         $  (291,335)

  Items not involving cash
     Amortization               $   155,215      $   72,256          $    77,703          $    61,668

Increase (decrease) in:
    Deposits and prepaids       $      ---       $  (50,776)         $      ---           $   ( 9,180)
    Accounts receivable                ---          ( 7,566)                ---               ( 6,870)
    Accounts payable and
    accrued liabilities            (325,662)        (97,475)            (378,059)             (12,810)
                                 ----------      ----------           ----------            ---------
                                $  (364,121)     $ (733,976)         $  (366,438)         $  (258,527)

Financing activities
    Notes payable financing
    received                    $      ---       $      ---          $      ---           $      ---
    Note payable financing
    repaid                      $   (15,000)     $  (74,248)         $   (15,000)         $   (36,203)
    Lease financing received           (823)            ---                 ---                   ---

    Repayment of obligations
    under capital lease                ---           (3,667)                ---              (  1,797)
      Shareholders' advances        347,452             ---              347,452                 ---
      Issuance of share capital
      and subscription              140,000         840,360              140,000                 ---
                                 ----------       ---------           ----------           ----------
                                $   471,629      $  726,435          $   472,542          $   (38,000)

Investing activities
    Net assets acquired on
    Reverse Acquisition         $      ---       $     ---           $      ---           $      ---
    Investment in fixed assets         ---          (28,652)                ---              (  2,048)
                                 ---------        ---------           ----------           ----------
                                $      ---       $  (28,652)         $      ---           $  (  2,048)

Increase (decrease) in cash     $   107,507      $  (36,193)         $   106,013          $  (298,575)
    Cash, beginning of period         6,000          99,986                7,494              362,368
                                 ----------       ---------           ----------           ----------
    Cash, end of period             113,507          63,793              113,507               63,793

</TABLE>

<PAGE>


                                POWERTRADER, INC.
                          (A Development Stage Company)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)
                                December 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 months and six months ended
            December  31,  1998 and  December  31,  1997 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:

                                                  1998              1997
                                                 ------            ------
                  Average                        1.5252            1.4313
                  As of December 30, 1998        1.5305            1.3969


<PAGE>


ITEM 2.  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 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

Overview

         PowerTrader,  Inc. (the "Company"),  through its subsidiary PowerTrader
Software  Inc., has been in the business of design,  development,  marketing and
support of informational and analytical  decision support systems for securities
brokerage firms, investment advisers,  trust companies and individual investors.
Revenues  have  resulted  from the  distribution  of Beta  products  and product
development  work continued during fiscal 1998;  however,  the Company remains a
development stage company.

         In an effort to generate revenue,  the Company looked to other business
opportunities to either supplement or replace the Company's business. During the
third and fourth  quarters of fiscal  1998,  the Company  allocated  significant
resources to pursue the  possibility  of  developing  and  marketing a financial
Internet web site  integrated  and  interactive  with a  traditional  television
broadcast (the "Joint  Venture") and to review 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  terminated  by the end of 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  resources  to  pursue  discussions  on  the  Joint  Venture  and
Combination.  In addition, the Company 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 (see Part II Item 3 "Defaults Upon Senior Securities"). For
these reasons,  the Company had begun,  during the first quarter of fiscal 1999,
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").

         After  exploring  various  options,  the  Company  elected  to  seek  a
financially  stable investor with funds sufficient to satisfy its immediate cash
needs,  protect its significant  assets,  including  DataMill,  and to assist in
future 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
second  quarter of fiscal 1999,  FMC has advanced the further sum of $152,708 to
retire outstanding debts and provide working capital.

         The  Company's  focus to  generate  revenue,  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 for FMC under
the terms of FMC's software license for DataMill.

         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 from $28,349 to $86,958 for the six month period ended
December 31, 1998 compared to the similar  period in 1997,  and  increased  from
$20,244 to $86,548  for the three  month  periods  ended  December  31, 1998 and
December 31, 1997.  Revenues were derived from the sale of a source code license
for DataMill to FMC and from  professional  services  provided to FMC for design
and development work performed by the Company's staff to effect  enhancements to
the DataMill software pursuant to FMC's development license.

Cost of Sales

         Cost of Sales  increased  by $924 (or 5.7%) from $16,461 to $17,385 (or
19.9% of sales) in the six month period  ended  December 31, 1998 as compared to
the same period in 1997. However,  for the three month period ended December 31,
1998 as  compared  to the  similar  period  in 1997 Cost of Sales  decreased  by
$1,762,  or 19.5%.  The  decrease  for the three  month  period  represents  the
reduction of expenses  upon  termination  of third party data supply  contracts,
consistent  with the  cancellation  or expiry of the  Company's  Financial  Wire
subscriptions.

Selling, General and Administrative Costs

         Selling,  General  and  Administrative  Costs  ("SGA")  decreased  from
$470,014 to $85,168 for the six month period ended December 31, 1998 as compared
to the same period in 1997.  For the three months  ending  December 31, 1998 and
1997 SGA decreased to $50,477 from $218,035. The decrease reflects the reduction
in staff  prior to and  concurrent  with FMC's  acquisition  of the  controlling
interest in October,  1998 and was  consistent  with FMC's efforts to reorganize
the  Company'  operations.  SGA  includes  salary  and  benefits  for  corporate
management,  administrative and sales personnel, as well as rent expense for the
Company's office premises.

Development Costs

         Development  Costs  increased  by $4,032  (2%) in the six month  period
ended  December 31, 1998 over the similar period in 1997.  Such costs  increased
$19,408 (22%) for the comparable three month period ending December 31, 1998 and
1997  respectively.  The increase in costs  represents,  in part,  the wages and
benefits  associated  with the hiring of two  additional  staff to  provide  the
professional  services  for  the  development  work  on the  DataMill  software.
Development Costs also include an amount for depreciation of the Company's fixed
assets, including the DataMill software.

Net Loss

         As a result of the  foregoing,  the Company  experienced  net losses of
$211,935 for the six months ending 31 December,  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 continue to  reorganize  and attempt to
establish a competitive  market  position for its product suite and to 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 developing DataMill
product 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 since October 16, 1998 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 $0.01 per
share,  on the  basis of one  share for each  $0.01 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  previous  success  in  marketing  its
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  totaling  $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 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  initial  and  preliminary
internal  assessment of its current  information systems and in view of the fact
the Company is not currently offering any products nor is it contractually bound
to support its previous  discontinued  product  offerings,  the Company believes
that its current  information  systems and data and  services  supplied by third
party vendors are capable of accurately  processing such dates.  For this reason
the Company  does not expect the Year 2000 Issue to require the  expenditure  of
any significant  funds nor to materially  affect the Company's  future financial
results. However, the Company will continue to fully consider all issues related
to the Year 2000 and their prospective  impact, if any, on the Company's current
business endeavours.


<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

         As  at  September  30,  1998  the  Company's  wholly  owned  subsidiary
PowerTrader  Software Inc. was a defendant in an action commenced October,  1997
in the Supreme Court of British Columbia by Digidyne Inc., claiming judgment for
an unpaid account for supply of computer equipment services in the amount of Cdn
$34,748.42,  plus interest and costs.  The Company has initiated a  counterclaim
for damages against  Hewlett-Packard as the supplier of the computer  equipment.
The  action  was  settled  in  December,  1998 and the  plaintiff's  action  was
dismissed.  The Company  received the sum of Cdn $17,500,  net of legal fees, in
settlement of its counterclaim.

Item 2.  Changes in Securities

         On October 16, 1998, the Company issued 14,000,000 shares of its Common
Stock, par value $0.01, to Financial Models Company Inc. for cash  consideration
in the  aggregate  amount of  $140,000.  Such  transaction  was  consummated  in
reliance  upon  the  exemptive  provisions  of  Section  4(2)  or  Regulation  S
promulgated under the Securities Act of 1933, as amended.

Item 3.  Defaults Upon Senior Securities

         On September 17, 1998 West Coast Title Search Limited,  the holder of a
promissory  note,  secured by a Software  Security  Agreement  on certain of the
Company's software, known as DataMill, effected a seizure of the source code and
all development code to the DataMill  software for non-payment of the monies due
under the promissory  note. On October 16, 1998 the Company paid to the security
holder all monies  owing under the  promissory  note and received a discharge of
the  security  agreements  and the  promissory  note and a release of all right,
title and interest in and to the DataMill software pledged as security.

Item 6   Exhibit and Reports on Form 8-K

         (a)  See Exhibit Index

         (b)  On November 2, 1998, the Company filed a report on Form 8-K
              announcing the Closing of the transactions with Financial Models
              Company Inc.


<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          Purchase and Subscription Agreement dated
                    September 17, 1998 by and between PowerTrader, Inc.,
                    458468, BC, Ltd., PowerTrader Software Inc. and
                    Financial Models Company Inc.

      10.2          Source Code License Agreement dated August 11, 1998
                    by and between PowerTrader, Inc. and Financial Models
                    Company Inc.

      27.1          Financial Data Schedule