POWERTRADER INC
8-K, 1997-08-05
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



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


         Date of report (Date of earliest event reported) July 21, 1997



                                POWERTRADER, INC.
             (Exact Name of Registrant as Specified in Its Charter)



                                    Delaware
                 (State or Other Jurisdiction of Incorporation)



       000-22329                                          98-0163116
(Commission File Number)                       (IRS Employer Identification No.)



      Suite 591, 885 Dunsmuir Street, Vancouver, British Columbia V6C 1N5
               (Address of Principal Executive Offices) (Zip Code)


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




<PAGE>
Item 9. Sales of Equity Securities Pursuant to Regulation S

         On July 21,  1997,  PowerTrader,  Inc.,  a  Delaware  corporation  (the
"Registrant"),  completed its sale of 250,000 units, each unit consisting of one
share of the  Registrant's  common  stock,  par value  $0.01 per share  ("Common
Stock"),  and two  warrants,  each warrant to purchase one  additional  share of
Common  Stock at an exercise  price of  US$3.50,  to an  institutional  investor
located  in the  Bahamas  for cash  consideration  in the  aggregate  amount  of
US$812,500.  Such  transaction  was  consummated  in reliance upon the exemptive
provisions  of  Regulation S promulgated  under the  Securities  Act of 1933, as
amended.


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<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 hereto duly authorized.


Date:  August 5, 1997
                                    POWERTRADER, INC.



                                    By: /s/ David C. Furlonger
                                       -----------------------------------
                                       David C. Furlonger
                                       Secretary, Chief Financial Officer
                                       and Director



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