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 1997

[   ] 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:   7,378,115  shares
outstanding of Common Stock, par value $0.01 per share

         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, 1997



                         PART I - FINANCIAL INFORMATION

                                                            
ITEM 1.              Financial Statements                                   Page
                     --------------------

            Unaudited Consolidated Balance Sheet as of March 31, 1997          3

            Unaudited Consolidated Statements of Loss and Deficit for the      4
            three and nine months ended March 31, 1997 and 1996

            Unaudited Consolidated Statements of Cash Flows for the three      5
            and nine months ended March 31, 1997 and 1996

            Notes to Unaudited Consolidated Financial Statements               6

ITEM 2.              Management's Discussion and Analysis                      8
                     ------------------------------------        

                           PART II - OTHER INFORMATION

ITEM 6.              Exhibits and Reports on Form 8-K                         11
                     --------------------------------

SIGNATURE PAGE                                                                12

EXHIBIT INDEX                                                                 13

                                       2
<PAGE>
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                                 March 31, 1997



                                                                  March 31,
                                                                    1997

Assets

Current Assets:
Cash                                                        $       8,570

Deposits and prepaids                                              23,829
                                                              -----------
     Total Current Assets                                          32,399

Fixed assets                                                      111,719
                                                              -----------
      Total Assets                                          $     144,118
                                                              ===========


Liabilities:

Current Liabilities:
Account payable and accrued liabilities                     $     149,819
Current portion of capital lease obligations                        6,711
                                                              -----------
      Total current liabilities                                   156,530
Share subscriptions                                                 -
Capital lease obligations                                           3,238
                                                              -----------
                                                                  159,768
                                                              -----------
Shareholders' deficit:
      Share capital                                             1,100,529

      Capital Surplus                                             839,509
      Deferred Compensation expense                              (241,080)

      Deficit accumulated during development stage             (1,714,608)
                                                             ------------
                                                                  (15,650)
                                                             ------------
      Total Liabilities                                     $     144,118
                                                              ===========

                                       3
<PAGE>
<TABLE>

                                    UNAUDITED
                      INTERIM STATEMENT OF LOSS AND DEFICIT
          For The Three and Nine Months Ended March 31, 1997 and 1996
                           (Expressed in U.S. Dollars)


<CAPTION>
                                                                                                                       December 29,
                                           Nine                Nine               Three              Three                 1988
                                          Months              Months              Months             Months           (inception) to
                                          Ended               Ended               Ended              Ended              March 31,
                                        March 31,           March 31,           March 31,          March 31,               1997
                                           1997                1996                1997               1996             (cumulative)
                                       (Unaudited)         (Unaudited)         (Unaudited)        (Unaudited)          (Unaudited)
                                       -----------         -----------         -----------        -----------          -----------
<S>                                 <C>                  <C>                <C>                 <C>                  <C>          
Revenue                             $      37,430        $    53,874        $       9,952       $     17,154         $     132,427
Cost of sales                              15,855             33,932           -                       6,096                74,176
                                    -------------        -----------           -                ------------         -------------
                                           21,575             19,942                9,952             11,058                58,251

Selling, general and 
  administrative costs                    499,895            257,938              241,953            140,359             1,274,904
Development costs                         185,955            149,846               32,284             25,313               497,955
                                    -------------        -----------        -------------        -----------         -------------
     Net loss                           (664,275)          (387,842)            (264,285)          (154,614)           (1,714,608)

Deficit, beginning of period          (1,050,333)          (451,362)           1,450,323)          (684,590)             -
                                    ------------         ----------         ------------         ----------              -
Deficit, end of period              $ (1,714,608)        $ (839,204)        $ (1,714,608)        $ (839,204)         $ (1,714,608)

Loss per share                      $      (0.26)        $    (0.20)        $      (0.08)        $    (0.07)

Weighted average of shares
  outstanding                          2,594,184          2,289,517            3,203,515          2,289,517
</TABLE>

                                       4
<PAGE>
<TABLE>

                                    UNAUDITED
                         INTERIM STATEMENT OF CASH FLOW
          For The Three and Nine Months Ended March 31, 1997 and 1996
                           (Expressed in U.S. Dollars)
                                
<CAPTION>
                                                                                                                     December 29,
                                               Nine                Nine              Three            Three             1988
                                              Months              Months             Months           Months        (inception) to
                                              Ended                Ended             Ended            Ended           March 31,
                                             March 31,            March 31,         March 31,        March 31,          1997
                                               1997                1996               1997             1996          (cumulative)
                                            (Unaudited)          (Unaudited)       (Unaudited)      (Unaudited)       (Unaudited)
                                            -----------          -----------       -----------      -----------       -----------

<S>                                         <C>                 <C>                <C>              <C>             <C>
Cash provided (used) by:
Operating activities
  Operations
     Net loss for the period                $ (664,275)         $ (387,842)        $ (264,285)      $ (154,614)     $ (1,714,608)
     Items not involving cash
        Amortization                            27,892              41,139             10,672           27,844            69,738
        Deferred compensation expense           23,203                  -              23,203               -             23,203
  Increase (decrease) in:
     Deposits and prepaids                     (21,437)               (620)           (12,748)           3,314           (23,829)
        Accounts payable and accrued 
          liabilities                          (18,836)            (33,006)            58,693         (117,147)          149,819
                                            -----------          ----------       ------------      -----------      ------------
                                              (653,453)           (380,329)          (184,465)        (240,603)       (1,495,677)

Financing activities
  Advances from parent                              -                   -            (311,900)              -                 -
  Share subscriptions                               -              150,491           (307,049)          99,171                -
  Lease financing received                          -                   -                  -                -             18,790
  Repayment of obligations under capital 
    lease                                       (4,027)             (2,488)            (1,303)          (1,244)           (8,841)
  Shareholders' advances                            -             (392,305)                -          (442,115)               -
  Issuance of share capital                   (621,335)            646,222            621,335          587,486         1,675,755
                                            -----------         -----------       ------------     ------------       -----------
                                               617,308             401,902              1,083          243,298         1,685,704
Investing activity
  Investment in fixed assets                   (82,362)            (30,426)           (10,829)         (11,065)         (181,457)
                                            -----------         -----------        -----------      -----------      ------------

Increase (decrease) in cash                   (118,507)             (8,835)          (194,211)          (8,370)            8,570
Cash, beginning of period                      127,077               2,424            202,781            1,959                -
                                            -----------       -------------      -------------     ------------               -
Cash, end of period                         $    8,570        $     (6,411)      $      8,570      $    (6,411)     $      8,570

</TABLE>

                                       5
<PAGE>
                                POWERTRADER, INC.
                          (A Development Stage Company)

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                           (Expressed in U.S. Dollars)
                                 March 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 months ended March 31, 1997 and March 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.  See
          Consolidation, Note B.

          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 December 31,
          1996 included in the Company's  registration statement on Form SB-2 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.

Consolidation

NOTE A:   The Company  records  revenue from the sale of computer  software upon
          shipment.


Exchange Rates

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

                                                1996

Average                          1.3597                    1.3602
As of 31 March                   1.3844                    1.3591


                                       6
<PAGE>

NOTE B:   On January 2, 1997, the Company,  which was incorporated on August 22,
          1996,  entered into an agreement with the  shareholders of PowerTrader
          Software Inc.  ("Software") whereby it acquired all of the outstanding
          shares of  Software in  exchange  for  4,174,597  common  shares.  The
          transaction  was  accounted  for as a reverse  acquisition,  utilizing
          historical costs. Software is in the same business as the Company. The
          financial  position  of the  Company  as of  January  2,  1997  was as
          follows:


                           Tangible assets                    $ 314,468
                           Liabilities                             (214)
                                                            ------------
                           Shareholders' equity               $ 314,254

          The following is a summary of pro-forma sales,  pro-forma net loss and
          pro-forma  loss per share for the  Company,  for the nine months ended
          March  31,  1997,  under  the  assumption  that  the  acquisition  was
          completed on July 1, 1996.

                                                               (unaudited)

                  Pro-forma sales                               $   37,430
                  Pro-forma net loss                            $ (925,307)
                  Pro-forma loss per share                      $    (0.36)


                                       7
<PAGE>
                                POWERTRADER, INC.
                          (A Development Stage Company)

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


         When  used  in  this  Report,  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 Mr.  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 to the former  shareholders  of PSI  (including
1,857,969  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 PSI's sales have resulted from the
distribution   of  Beta  Products  and  product   development   work  continues;
accordingly, PSI remains a development stage company.

         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  decreased  41.9% during the three months ended March 31,
1997 from the same period in 1996.  Sales decreased 30.5% during the nine months
ended  March 31,  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 PSI for  allocation  to  advertising  and Beta  Product
marketing. Sales in the first nine months of fiscal 1997 decreased primarily due
to  management's  decision to modify its  products in response to data  obtained
from its Beta Product testing program.

         Cost of Sales. Cost of sales decreased by $6,096 (or 6096%) from $6,096
(or 36% of sales) in the third  quarter of fiscal 1996 to $0 (or 0% of sales) in
the third  quarter of fiscal 1997.  Cost of sales also  decreased by $18,077 (or
53.3%) in the nine  months  ended  March 31, 1997 to $15,855 (or 42.3% of sales)
from $33,932 (or 62.9% of sales) for the nine months  ended March 31, 1996.  The
foregoing  decreases  in cost of sales  resulted  primarily  from  corresponding
decreases in the level of sales.

                                       8
<PAGE>
         Selling,   General  and  Administrative  Costs.  Selling,  General  and
Administrative  Costs ("SGA") increased by $101,594 (or 72.4%) from $140,359 (or
818.2% of sales) in the third  quarter  ending  March 31, 1996 to  $241,953  (or
2431.2%  of sales)  in the same  period  ended  March 31,  1997.  SGA  similarly
increased  $241,957  (or 93.8%) from  $257,938  (or 478.8% of sales) in the nine
month  period  ending March 31, 1996 to $499,895 (or 1335% of sales) in the same
period 1997. Such expenses were incurred to develop the necessary organizational
infrastructure to support the implementation of the Company's business plan, and
as a result of expenses  incurred in relation to the Company's  proposed  public
offering.   SGA  includes  salaries  and  benefits  for  corporate   management,
administrative  and sales personnel,  as well as rent expense for PSI's offices.
Because  the level of SGA  which is  required  to  maintain  adequate  corporate
infrastructure is relatively fixed in nature,  management  anticipates that such
expenses as a percentage of sales will decline as total sales levels increase.

         Development Costs.  Development Costs increased by $6,971 (or 28%) from
$25,313 (or 147.5% of sales) in the third  quarter of fiscal 1996 to $32,284 (or
324.4%  of  sales)  for  the  same  period  ended  March  31,  1997.  Similarly,
development  costs increased $36,109 (or 24.1%) from $149,846 (or 278% of sales)
in the nine months  ended March 31, 1996 to $185,955  (or 497% of sales) for the
same period ended March 31, 1997.  Such  increases in  development  expense were
primarily  attributable  to costs  incurred to support  modifications  and error
corrections  discovered  during Beta Product testing of the PowerTrader suite of
products.

         Net Loss. As a result of the foregoing,  PSI  experienced net losses of
$264,285  (or 2,655.6% of sales) and $154,614 (or 901.3% of sales) for the three
months  ended March 31, 1997 and 1996,  respectively.  For the nine months ended
March 31, 1997 and March 31, 1996,  PSI  experienced  net losses of $664,275 (or
1,774.7% of sales) and $387,842 (or 719.9% of sales), 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
PSI'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
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. Although the Company believes that the proceeds of this offering and,
to a lesser extent,  cash generated from operations,  will be sufficient to fund
its operations  and planned  capital  expenditures  for at least the next twelve
months,  there can be no assurance that the Company will not require  additional
financing during that time or thereafter. The Company has no plans to secure any
such  additional  financing.  The inability of the Company to obtain  additional
financing,  if necessary,  on acceptable  terms,  could have a material  adverse
effect on the Company's business, financial condition and results of operations.
If additional  funds were raised by the issuance of equity  securities,  further
dilution to existing stockholders could result.

         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 the net proceeds of this offering will  significantly  improve the
capital  resources  of the  Company  and  thereby  address  certain of the going
concern  conditions.  Accordingly,  the Company  considers the conditions  which
resulted in questions about the Company's ability to continue as a going concern
will be substantially alleviated through this offering.

                                       9
<PAGE>
Income Taxes

         PSI  did  not  have  any  material   current  or  deferred  income  tax
liabilities at June 30, 1996 and June 30, 1995. However,  PSI did have available
tax benefits of loss  carry-forwards  for 1996 and 1995 totaling  $1,052,800 and
tax benefits  related to depreciation  for 1996 and 1995 totaling  $41,900.  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 $281,900 in 1996 and $210,300 in 1995.


                                       10
<PAGE>

                           PART II - OTHER INFORMATION



Item 6.           Exhibit and Reports on Form 8-K



         (A)      See Exhibit Index



         (B)      No  current  reports  on Form 8-K have been  filed  during the
                  three months ended March 31, 1997


                                       11
<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: May 19, 1997                      By: /s/ David C. Furlonger
                                           ------------------------------
                                           David C. Furlonger
                                           Secretary, Chief Financial Officer,
                                           and Director

                                       12
<PAGE>
                                  EXHIBIT INDEX



Exhibit Number                 Description                                 
--------------                 -----------                                



     27.1                 Financial Data Schedule



                                       13