SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark one)

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       OR

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

               For the transition period from ________to________.

                          Commission File No. 000-30947

                           MARKETING SYSTEMS USA, INC.
               --------------------------------------------------
             (Exact name of registrant as specified in its charter)

Florida                                                               59-3461879
-------                                                               ----------
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

              1130 South Harbor City Boulevard, Melbourne, FL 32901
   --------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (321) 956-0555
                     ---------------------------------------
              (Registrant's telephone number, including area code)

                               POWER FLUIDS, INC.
              ----------------------------------------------------
              (Former name, former address and formal 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  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
[ ]

As of May 15,  2001,  the  Company  has  14,000,500  shares of Common  Stock and
413,000 shares of Preferred Stock issued and outstanding.

<PAGE>


                           MARKETING SYSTEMS USA, INC.

INDEX
                                                                           Page
                                                                         Number
                                                                         ------

PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements

          Balance Sheets -  March 31, 2001 ...................................1

          Statements of Operations - For the three
          months ended March 31, 2001 and March 31, 2000......................2

          Statements of Cash Flows - For the three
          months ended March 31, 2001 and March 31, 2000......................3

          Notes to Financial Statements.......................................4

 Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations.........................................5

PART II - OTHER INFORMATION

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

SIGNATURES ...................................................................7

<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements

                           Marketing Systems USA, Inc.
                                  Balance Sheet
                                 March 31, 2001
                                   (Unaudited)


Assets

Current assets
  Cash and cash equivalents                                   $    48,221
  Accounts receivable                                              11,262
  Prepaid marketing expenses                                      353,810
                                                              -----------
                 Total current assets                             413,293
                                                              -----------

Property and equipment, net                                       176,020

Other assets
  Deposits                                                         60,039
  Goodwill                                                        776,793
                                                              -----------
                 Total other assets                               836,832
                                                              -----------
                 Total assets                                 $ 1,426,145
                                                              ===========

Liabilities less Stockholders' Deficit

Current liabilities
  Accounts payable and accrued expenses                       $   131,669
  Refundable travel deposits                                      835,337
  Acquisition debt                                                 40,000
                                                              -----------
                  Total current liabilities                     1,007,006
                                                              -----------
Stockholders' deficit
  Preferred stock, $2 par value, 5,000,000 shares
    authorized, 413,000 shares issued and outstanding             826,200
  Common Stock, $.001 par value, 50,000,000 shares                 14,001
    authorized, 14,000,500 shares issued and outstanding           12,250
  Accumulated deficit                                            (433,112)
                                                              -----------

                  Total Stockholders' deficit                     419,339
                                                              -----------

                  Total Liabilities & Stockholders' Deficit   $ 1,426,345
                                                              ===========

                 See accompanying notes to financial statements.

                                       1
<PAGE>

                           Marketing Systems USA, Inc.
                            Statements of Operations
                                   (Unaudited)

                                                 Three Months    Three Months
                                                        Ended           Ended
                                               March 31, 2001    March 31, 2000
                                                  -----------    -----------
Sales                                             $ 2,143,125    $      --
                                                  -----------    -----------

Costs and Expenses
  Cost of services                                  2,047,892           --
  Selling, general and administrative                 512,060            184
                                                  -----------    -----------

Total operating expenses                            2,559,952            184
                                                  -----------    -----------

Loss from operations                                 (416,827)          (184)
                                                  -----------    -----------
Net loss                                          $  (416,827)   $      (184)
                                                  ===========    ===========

Basic and diluted loss per share                  $     (0.04)   $      --
  Weighted average number of shares outstanding     9,467,722      4,050,500


                 See accompanying notes to financial statements.

                                       2
<PAGE>

                           Marketing Systems USA, Inc.
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months    Three Months
                                                                       Ended           Ended
                                                              March 31, 2001    March 31, 2000
                                                                   ---------    ---------
<S>                                                                <C>          <C>
Cash flows from operating activities:
  Net loss                                                         $(416,827)   $    (184)
  Adjustments to reconcile net loss to
    net cash provided by (used in) operating activities:
     Depreciation                                                      8,698           16
     Changes in operating assets and liabilities
        (Increase) in accounts receivable                            (11,262)        --
        (Increase) in prepaid marketing costs                       (353,810)        --
        Increase in accounts payable and accrued expenses            131,669         --
        Increase in refundable travel deposits                       835,337         --
        (Increase) in deposits                                       (60,039)        --
                                                                   ---------    ---------

  Net cash provided by (used in) operating activities                133,766         (168)
                                                                   ---------    ---------
Cash flows from investing activities:
  Increase in goodwill                                              (776,793)        --
  Purchase of property and equipment                                (184,718)        --
                                                                   ---------    ---------
  Net cash used in investing activities
                                                                    (961,511)        --
                                                                   ---------    ---------
Cash flows from financing activities:
  Increase in acquisition debts                                       40,000         --
  Additional paid-in capital                                            --            150
  Preferred stock issued for acquisitions                            826,000         --
  Common stock issued                                                  9,951         --
                                                                   ---------    ---------
  Net cash provided by financing activities
                                                                     875,951          150
                                                                   ---------    ---------

Net increase (decrease) in cash and cash equivalents                  48,206          (18)

Cash and cash equivalents, beginning of period                            15           65
                                                                   ---------    ---------
Cash and cash equivalents, end of period                           $  48,221    $      47
                                                                   =========    =========

Supplemental disclosure of cash flow information:
  Cash paid for interest during the period                         $    --      $    --
  Cash paid for income taxes during the period                     $    --      $    --
</TABLE>

                 See accompanying notes to financial statements

                                       3
<PAGE>

Notes to Financial Statements

1.       Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  incorporated  in Regulation SB of the Securities and
Exchange Commission. Accordingly, they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments and accruals)  considered  necessary for a fair
presentation have been included.

The  results  of  operations  for the  periods  presented  are  not  necessarily
indicative of the results to be expected for the full year.

2.       Corporate History

Power  Fluids,  Inc.  (PFI) was  incorporated  in Florida on August 19, 1997. On
February 10, 2001 PFI entered into a merger  agreement  with  Marketing  Systems
USA, Inc., a Nevada  corporation.  On April 27, 2001 the articles of merger were
filed in the office of the  Secretary of State of Florida.  Subsequently,  Power
Fluids,  Inc.  amended  its  articles  of  incorporation  to change  its name to
Marketing  Systems  USA,  Inc.  and is traded  under the Symbol MSYS on the NASD
OTCBB.  The Company is  authorized  to issue up to  50,000,000  shares of Common
Stock having a par value of $0.001 per share,  and  5,000,000  Preferred  shares
having a par value of $2 per share.

Marketing  Systems USA,  Inc.  (the  "Company" or "MSUSA") was  incorporated  in
Nevada on August 28, 2000 as Member's Choice Holdings, Inc. On December 11, 2000
the Company  changed its name to Marketing  Systems USA,  Inc. In December  2000
MSUSA  purchased  the assets of Member's  Choice,  Inc., a Florida  corporation,
("MC") for 9 million  shares of its Common  Stock and  assumed  $826,000 of MC's
debt.  Subsequently  such  unsecured  debt was converted  into 413,000 shares of
preferred  stock.  The Company also  purchased the assets of  Studentmember.com,
Inc. for 800,000  shares of Common  Stock.  In January 2001 MSUSA  purchased the
assets of J. Sine, Inc. d/b/a Atlantis Travel for $50,000, which was represented
by a purchase-money promissory note.

<PAGE>

3.       Description of Business

Marketing Systems USA, Inc. has three operating divisions:

The Member's Choice (MC) division is developing a "cooperative shopping network"
that  will  market  goods  via the  Internet,  television  and  direct  mail.  A
"Cooperative  Shopping  Network" combines the purchasing power of the membership
base to negotiate better pricing from  manufacturers and,  therefore,  increases
profit  sharing  amongst  its  members.  MC offers two  membership  levels:  (i)
"Premier  Members"  are network  marketers  who  participate  in profit  sharing
distributions  based on the sales that they generate;  (ii) "Associate  Members"
purchase goods and services through MC's  cooperative  shopping network and earn
"MCN Dollars" that can be used for future  purchases.  MCN Dollars are earned at
the rate of 25% of the gross margin realized.

The Student  Member (SM) division a provider of spring and summer break vacation
packages to college and high school  students.  SM intends to expand its student
travel  business and develop a membership  program for students  that will offer
well-known  products via Members  Choice and discounts at campus  merchants.  An
interactive Website designed for students will be utilized to inform, market and
transact business.

The Member's Travel division is a licensed, full service travel agency. Member's
Travel  provides  reservation  services  for MC and SM members  thereby  earning
commission revenues that otherwise would be lost to outside providers.

4.       Significant Business Risks

Member's  Choice--There  are  inherent  risks in  utilizing  television  and the
Internet  for  marketing  and  sales.  In  addition,  with  implementation  of a
comprehensive sales and marketing plan, and the development of a membership base
the company  will not realize its  financial  goals.  The  Company's  success is
dependent  on the timely  performance  by  third-party  suppliers,  vendors  and
shippers.


Student  Member &  Member's  Travel--Travel  service  providers  are  exposed to
numerous  financial,  legal  and  performance  risks and  liabilities.  A travel
package  encompasses  numerous  services  that  are  provided  to  the  traveler
including  transportation,  lodging,  entertainment  and meals.  The  Company is
dependent  on  numerous  vendors  and  suppliers  such as  airlines,  hotels and
restaurants.  Given such reliance,  the Company's  performance  under its travel
packages  maybe  adversely   affected  by  the  performance  of  those  vendors.
Additionally, failure to comply with the terms of the respective travel packages
creates exposure to legal liability.  These risk factors could have a materially
adverse effect on the business operations and financial condition of the Company
and may harm the goodwill of the Company in the marketplace.

5.       Loss Per Share

Basic loss per share was computed  using the weighted  average  number of common
shares outstanding.

6.       Goodwill

$642,000 of the  intangible  assets  classified  as goodwill  originates  from a
transaction  with Alan  Brooks,  a director of MSUSA.  There was no  independent
valuation of the assets  purchased and no independent  verification of the value
of goodwill associated with the purchase.

                                       4
<PAGE>

Item 2.  Management's Discussion and Analysis

FORWARD LOOKING STATEMENTS

This  Report  includes  forward-looking  statements  within  the  meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on management's beliefs and assumptions,  and on information currently available
to management.  Forward-looking  statements  include the information  concerning
possible or assumed  future results of operations of the Company set forth under
the heading "Management's Discussion and Analysis of Financial Condition or Plan
of Operation." Forward-looking statements also include statements in which words
such  as  "expect,"   "anticipate,"  "intend,"  "plan,"  "believe,"  "estimate,"
"consider" or similar expressions are used.

Forward-looking  statements  are not  guarantees  of  future  performance.  They
involve risks,  uncertainties and assumptions.  The Company's future results and
shareholder   values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any forward-looking statements.


1.       Results of Operations

On February 10, 2001,  MSUSA entered into a merger  agreement with Power Fluids,
Inc., a publicly traded Florida  corporation.  On April 27, 2001 the articles of
merger were filed in the office of the Secretary of State of Florida. The merger
agreement provided that MSUSA stockholders would receive 9,800,000 shares of PFI
and the former  stockholders of PFI would retain 4,050,500 shares.  Post merger,
the  Company  has  14,000,500  shares of  Common  Stock  and  413,000  shares of
Preferred Stock issued and outstanding.

Prior to the  transaction,  PFI was a  development  stage company that since its
inception  had  experienced  no  significant  change  in  liquidity  or  capital
resources or stockholders  equity.  During the six-month  period ending December
31, 2000, Power Fluids,  Inc. had not engaged in any significant  operations and
had assets of $15 and stockholders equity of $15. There were no liabilities.

The  Company  has total  assets of  $1,426,605  as of March  31,  2001.  This is
principally  represented  by $776,993  of  goodwill,  $176,020  of property  and
equipment,  and  $60,039  of  deposits  all of which  resulted  from  the  asset
acquisitions  by MSUSA as descibed  above.  $642,000 of the goodwill  originates
from a  transaction  with  Alan  Brooks,  a  director  of  MSUSA.  There  was no
independent valuation of the assets purchased and no independent verification of
the value of goodwill  associated with the purchase.  Prepaid marketing expenses
of $353,810  represent expenses incurred toward the sale of travel packages that
are expected to generate revenue subsequent to March 31, 2001.

The Company  experienced  a net loss of  $416,827 or $0.04 per share  during the
three month period ending March 31, 2001.  This loss is  principally  due to the
fact that the Company expensed  $371,603 of advances made to the prior owners of
one of the companies  whose assets were  acquired.  The advance was necessary to
satisfy  claims  against  assets  of the  company  and  there  is no  reasonable
assurance  that the  advance  will be  repaid..  While the  company had no legal
obligation  to pay the debt or advance the funds,  not making the advance  would
have impeded an orderly transition.

2.       Liquidity and Capital Requirements

The Company's capital requirements have been and will continue to be significant
due  to,  among  other  things,   maintaining  its  Websites,   fulfillment  and
distribution  of  goods,  and  marketing  costs  associated  with its  method of
operations.  Although  the Company has a positive  cash  position for the period
ending March 31, 2001, the Company will be required to seek additional financing
to continue the  successful  implementation  of its business plan. The Company's
continued  existence  is  dependent  upon its ability to resolve  its  liquidity
problems,  principally by funding from sales, and generating sufficient revenues
to become profitable.  During the interim,  the company will continue to operate
on internally  generated  cash flow as it  contemplates  various debt and equity
financings.  There can be no assurance  that any  additional  financing  will be
available to the Company when needed,  on commercially  reasonable  terms, or at
all.  Any  inability  to obtain  additional  financing  when needed would have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

                                       5
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

There are no  pending  legal  proceedings,  and the  Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party or to which its
property is subject.

Item 2.  Changes in Securities.

There have been no material modifications in any of the instruments defining the
rights of the holders of any of the Company's securities.

None of the rights evidenced by any class of the Company's  securities have been
materially  limited or qualified by the  issuance or  modification  of any other
class of the company's securities.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

Item 4.  Submission of Matters  to a Vote of  Security  Holders.

Shareholders of both MSUSA and Power Fluids approved the merger transaction.

Item  5. Other  Information.

Not Applicable

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

(a) Exhibits

No exhibits as set forth in  Regulation  SB are  considered  necessary  for this
filing.

(b)  Reports on Form 8-K

No reports on Form 8-K were filed  during the  quarter  for which this report is
filed.

                                       6
<PAGE>

                                    Signature

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.




By: /s/ Mark Seyforth
---------------------
        Mark Seyforth
        President, CEO


Date: May 21, 2001