POWERTRADER INC
8-K, 1997-06-04
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) May 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 May 21, 1997, PowerTrader, Inc. (the "Registrant") completed its sale of
100,000  units,  each unit  consisting of one share of the  Registrant's  common
stock, par value $0.01 per share ("Common  Stock"),  and one warrant to purchase
an additional  share of Common Stock, to an  institutional  investor  located in
Nuie for cash  consideration  in the amount of US$325,000.  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:  June 3, 1997
                                     POWERTRADER, INC.



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





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