AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1998
Registration No. 333-20121
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
POWERTRADER, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 98-0163116
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Suite 591, 885 Dunsmuir Street
Vancouver, British Columbia V6C 1N5
(Address of Principal Executive Offices) (Zip Code)
PowerTrader, Inc.
1996 Stock Option Plan
(Full Title of the Plan)
David C. Furlonger
Chief Financial Officer
Suite 591, 885 Dunsmuir Street
Vancouver, British Columbia V6C 1N5
(Name and address of agent for service)
(604) 685-1529
(Telephone Number, Including Area
Code, of Agent For Service)
Copies of all correspondence to:
Douglas J. Bates, Esq.
Gallop, Johnson & Neuman, L.C.
Interco Corporate Tower
101 South Hanley Road
St. Louis, Missouri 63105
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
Common Stock 1,500,000 $0.375 $562,500 $177.00
$.01 par
(1) Represents maximum number of shares available for issuance under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been calculated in accordance with Rule 457(h) under the
Securities Act of 1933, and is based upon the average of the bid and asked
price per share of the Registrant's Common Stock as reported on the Nasdaq
OTC Bulletin Board on April 14, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Registrant's annual report filed on Form 10-KSB for the fiscal year
ended June 30, 1997 pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(b) The Registrant's quarterly reports filed on Form 10-QSB for the three
month period ended September 30, 1997 and the six-month period ended December
31, 1997 pursuant to Section 13 or 15(d) of the Exchange Act; and
(c) The description of the Registrant's common stock which is contained in
the Registrant's registration statement filed under Section 12 of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description;
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors, employees and
agents. Consistent therewith, Article VIII of the Company's Bylaws requires that
the Company indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145. Article VIII also provides that
expenses incurred by an officer or director of the Company or any of its direct
or indirect wholly-owned subsidiaries, in defending a civil or criminal action,
suit or proceeding, will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of undertaking by or
on behalf of such officer, director, employee or agent or repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Company as authorized. Such expenses incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.
II-1
<PAGE>
In addition, Article 6 of the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally liable for
monetary damages to the Company or its stockholders for a breach of fiduciary
duty as a director, except for liability as a result of (i) a breach of the
director's duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) an act related to the unlawful stock repurchase or
payment of a dividend under Section 174 of Delaware General Corporation Law; and
(iv) transactions from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) Reflect in the prospectus any facts or events which, individually
or in the aggregate, represent a fundamental change in the information set
forth in this registration statement;
(iii) Include any additional or changed material information on the plan
of distribution;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Securities Exchange Act of 1934, as amended.
(2) For determining liability under the Securities Act of 1933, as amended,
treat each post-effective amendment a new registration statement the securities
offered, and the offering of the securities at that time, to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
II-2
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Vancouver, Province of British Columbia, on April
21, 1998.
POWERTRADER, INC.
By: /s/ Michael C. Withrow
Michael C. Withrow, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of PowerTrader, Inc., hereby
constitute and appoint David C. Furlonger the true and lawful attorney and agent
of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, to have the power to act and authority to do and perform in the name
and on behalf of each of the undersigned every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said attorney and agent to
any and all such amendments and instruments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Michael C. Withrow
- ---------------------- Chairman, Chief Executive April 21, 1998
Michael C. Withrow Officer and Director
/s/ David C. Furlonger
- ---------------------- Chief Financial Officer, April 21, 1998
David C. Furlonger Secretary and Director
/s/ George McCord
- ---------------------- Director April 21, 1998
George McCord
<PAGE>
FORM S-8
POWERTRADER, INC.
EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ------------ ----
4.1 Amended and Restated PowerTrader, Inc. 1996 Stock
Option Plan (filed herewith)
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
(filed herewith)
23.1 Consent of BDO Dunwoody, Chartered Accountants
(filed herewith)
23.2 Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature
page of the registration statement)
EXHIBIT 4.1
AMENDED AND RESTATED
POWERTRADER, INC.
1996 STOCK OPTION PLAN
ARTICLE I
Purpose, Scope and Administration of the Plan
1.1 Purpose. The purpose of this Amended and Restated 1996 Stock Option
Plan is to promote the long-term success of PowerTrader, Inc. ("PowerTrader"),
and its subsidiaries and to encourage growth in stockholder value by providing
financial incentives to selected officers, employees, consultants and advisers
who are in positions to make significant contributions toward that success.
1.2 Definitions. Unless the context clearly indicates otherwise, for
purposes of this Plan:
(a) "Board of Directors" means the Board of Directors of PowerTrader.
(b) "Cause" as such term relates to the termination of any person
means the occurrence of one or more of the following: (i) such person is
convicted of, pleads guilty to, or confesses to any felony or any act of
fraud, misappropriation or embezzlement which has an immediate and adverse
effect on the Company, as determined by the Board of Directors in good
faith in its sole discretion, (ii) such person engages in a fraudulent act
to the damage or prejudice of the Company or in conduct or activities
damaging to the property, business or reputation of the Company, all as
determined by the Board of Directors in good faith in its sole discretion,
(iii) any act or omission by such person involving malfeasance or
negligence in the performance of such person's duties to the Company to the
detriment of the Company, as determined by the Board of Directors in good
faith in its sole discretion, which has not been corrected by such person
to the satisfaction of the Board of Directors within thirty (30) days after
written notice from the Company of any such act or omission; (iv) failure
by such person to comply in any material respect with the terms of such
person's employment, consulting or other similar agreement, if any, or any
written policies or directives of the Board of Directors as determined by
the Board of Directors in good faith in its sole discretion, which has not
been corrected by such person to the satisfaction of the Board of Directors
within thirty (30) days after written notice from the Company of such
failure, or (v) breach by such person of such person's noncompetition
agreement with the Company, if any, as determined by the Board of Directors
in good faith in its sole discretion.
(c) "Common Stock" means the Common Stock of PowerTrader, $0.01 par
value per share, or such other class of shares or other securities to which
the provisions of the Plan may be applicable by reason of the operation of
Section 3.1 hereof.
(d) "Company" means PowerTrader and any subsidiary of PowerTrader,
including subsidiaries of PowerTrader which become such after adoption of
this Plan.
(e) "Fair Market Value" of a share of Common Stock on a specified date
means: the average of the daily closing prices for the ten consecutive
trading days immediately preceding such specified date. The closing price
for each day shall be the last reported sales price regular way or, in case
no such reported sale takes place on such date, the closing bid price
regular way, in either case on the principal national securities exchange
(including, for purposes hereof, the Nasdaq National Market and the Nasdaq
SmallCap Market (on which the Common Stock is listed or admitted to
trading) or, if the Common Stock is not listed or admitted to trading on
any national securities exchange the highest reported bid price for the
Common Stock as reported by the National Association of Securities Dealers,
<PAGE>
Inc. through the OTC Bulletin Board. If on any specified date, the Common
Stock is not listed or admitted to trading on any national securities
exchange and is not quoted on the Nasdaq OTC Bulletin Board, the Fair
Market Value of a share of Common Stock on such date shall be determined in
good faith by the Board of Directors of the Company, whose determination
shall be conclusive absent manifest error.
(f) "Grant Date," as used with respect to a particular Option, means
the date as of which the Option is granted by the Board of Directors
pursuant to the Plan.
(g) "Grantee" means the person to whom an Option is granted by the
Board of Directors pursuant to the Plan.
(h) "Option" means an Option granted by the Board of Directors
pursuant to Article II to purchase shares of Common Stock.
(i) "Option Agreement" means the agreement between PowerTrader and a
Grantee under which the Grantee is granted an Option pursuant to the Plan.
(j) "Option Period" means, with respect to any Option granted
hereunder, the period beginning on the Grant Date and ending at such time
not later than the tenth anniversary of the Grant Date as the Board of
Directors in its sole discretion shall determine and during which the
Option may be exercised.
(k) "Plan" means the PowerTrader, Inc., 1996 Stock Option Plan as set
forth herein and as amended from time to time.
1.3 Aggregate Limitation.
(a) The maximum number of shares of Common Stock with respect to which
Options may be granted shall not exceed a total of 1,500,000 shares in the
aggregate, subject to possible adjustment in accordance with Section 3.1.
(b) Any shares of Common Stock to be delivered by PowerTrader upon the
exercise of an Option shall, at the discretion of the Board of Directors,
be issued from PowerTrader's authorized but unissued shares of Common Stock
or transferred from any available Common Stock held in treasury.
(c) The Board of Directors may grant new Options hereunder with
respect to any shares for which an Option expires or otherwise terminates
prior to being exercised.
1.4 Administration of the Plan.
(a) The Plan shall be administered by the Board of Directors, which
shall have the authority:
<PAGE>
(i) To determine the officers, employees, consultants and
advisers of the Company to whom, and the times at which, Options shall
be granted, and the number of shares of Common Stock to be subject to
each such Option, taking into consideration the nature of the services
rendered by the particular Grantee, the Grantee's potential
contribution to the long-term success of the Company and such other
factors as the Board of Directors in its discretion may deem relevant;
(ii) To interpret and construe the provisions of the Plan and to
establish rules and regulations relating to it;
(iii) To prescribe the terms and conditions of the Option
Agreements for the grant of Options (which need not be identical for
all Grantees) in accordance and consistent with the requirements of
the Plan; and
(iv) To make all other determinations necessary or advisable to
administer the Plan in a proper and effective manner.
(b) All decisions and determinations of the Board of Directors in the
administration of the Plan and on other matters concerning the Plan or any
Option shall be final, conclusive and binding on all persons, including
(but not by way of limitation) the Company, the stockholders and directors
of PowerTrader, and any persons having any interest in any Options. The
Board of Directors shall be entitled to rely in reaching its decisions on
the advice of counsel (who may be counsel to the Company).
1.5 Eligibility for Awards. The Board of Directors shall in accordance with
Articles II and III designate from time to time the officers, employees,
consultants and advisers of the Company who are to be granted Options.
1.6 Effective Date and Duration of Plan. The Plan shall become effective
January 1, 1997. Unless previously terminated by the Board of Directors, the
Plan (but not any Options then outstanding) shall terminate on the tenth
anniversary of its adoption by the Board of Directors.
ARTICLE II
Stock Options
2.1 Grant of Options. The Board of Directors may from time to time, subject
to the provisions of the Plan, grant Options to officers, employees, consultants
and advisers of the Company under appropriate Option Agreements to purchase
shares of Common Stock up to the aggregate number of shares of Common Stock set
forth in Section 1.3(a).
2.2 Option Requirements.
(a) An Option shall be evidenced by an Option Agreement specifying the
number of shares of Common Stock that may be purchased upon its exercise
and containing such other terms and conditions consistent with the Plan as
the Board of Directors may determine to be applicable to that Option.
<PAGE>
(b) No Option shall be granted under the Plan on or after the tenth
anniversary of the effective date of the Plan.
(c) An Option shall expire by its terms at the expiration of the
Option Period and shall not be exercisable thereafter.
(d) The Board of Directors may provide in the Option Agreement for the
expiration or termination of the Option prior to the expiration of the
Option Period, upon the occurrence of any event specified by the Board of
Directors.
(e) The option price per share of Common Stock shall not be less than
the Fair Market Value of a share of Common Stock on the Grant Date.
(f) An option shall not be transferable other than by will or the laws
of descent and distribution. During the Grantee's lifetime an option shall
be exercisable only by the Grantee or, if the Grantee is disabled and the
option remains exercisable, by his or her duly appointed guardian or other
legal representative. Upon the Grantee's death, but only to the extent that
the option is exercisable hereunder, an option may be exercised by the
Grantee's legal representative or by a person who received the right to
exercise the option under the Grantee's will or by the applicable laws of
descent and distribution. Notwithstanding the foregoing, the Board of
Directors may provide in an option agreement that the Grantee may transfer,
without consideration for the transfer, such option to members of his
immediate family, to trusts for the benefit of such family members, to
corporations, partnerships or other entities in which such family partners
are the only beneficial owners, or to charitable organizations, provided
that the transferee agrees in writing with the Company to be bound by all
of the terms and conditions of the Plan and the applicable Option
Agreement.
(g) An Option and all unexercised rights thereunder shall expire and
terminate automatically upon the earliest of: (i) the date which is one
year following the date on which the Optionee's employment by (or other
business relationship with) the Company ceases due to death or disability;
(ii) the date on which the Optionee's employment by (or business
relationship with) the Company is terminated for Cause; (iii) the date
which is three months following the date on which the Optionee's service
with the Company ceases for any reason other than death, disability or
Cause; and (iv) the date of expiration of the Option determined by the
Board at the time the Option is granted and specified in such Option.
2.3 Vesting; Election to Exercise.
(a) Unless otherwise determined by the Board of Directors, the shares
of Common Stock subject to an Option shall vest, in equal yearly
installments of twenty-five percent (25%) of the total number of
represented shares, beginning on the first anniversary date of the Grant
Date of the Option. Upon the shares vesting, the portion of the Option that
represents the vested shares shall become immediately exercisable and
remain exercisable until the expiration of the Option Period, unless
otherwise determined by Section 2.2(g).
(b) A person electing to exercise an Option or any portion thereof
shall give written notice of election to PowerTrader in such form as the
Board of Directors may require, accompanied by payment of the full purchase
price of the shares of Common Stock for which the election is made. Payment
of the purchase price shall be made in cash or in such other form as the
Board of Directors may specify, which may include shares of Common Stock
valued at their Fair Market Value on the date of exercise of the option.
<PAGE>
ARTICLE III
General Provisions
3.1 Adjustment Provisions.
(a) In the event of:
(i) any stock dividend payable in respect of Common Stock; or
(ii) any recapitalization, reclassification, split-up or
consolidation of or other change in the Common Stock; or
(iii) any exchange of the outstanding shares of Common Stock in
connection with a merger, consolidation or other reorganization of or
involving PowerTrader or a sale by PowerTrader of all or a portion of
its assets, for a different number or class of shares of stock or
other securities of PowerTrader or for shares of the stock or other
securities of any other corporation;
then the Board of Directors shall, in such manner as it may determine in its
sole discretion, appropriately adjust the number of shares or other securities
which shall be subject to Options and the purchase price per share which must be
paid thereafter upon exercise of any Option. Any such adjustments made by the
Board of Directors shall be final, conclusive and binding upon all persons,
including (but not by way of limitation) the Company, the stockholders and
directors of PowerTrader, and any persons having any interest in any Options
which may be granted under the Plan.
(b) Except as provided above in subparagraph (a) of this paragraph
3.1, issuance by PowerTrader of shares of stock of any class or securities
convertible into shares of stock of any class shall not affect the Options.
3.2 Additional Conditions. Any shares of Common Stock issued or transferred
under any provision of the Plan may be issued or transferred subject to such
conditions, in addition to those specifically provided in the Plan, as the Board
of Directors or PowerTrader may impose.
3.3 No Rights as Stockholder or to Employment. No Grantee or any other
person authorized to purchase Common Stock upon exercise of an Option shall have
any interest in or stockholder rights with respect to any shares of the Common
Stock which are subject to any Option until certificates evidencing the shares
have been issued and delivered to the Grantee or any such person upon the
exercise of the Option. Furthermore, an Option shall not confer upon any Grantee
any rights to employment or any other relationship with the Company, including
without limitation any right to continue in the employ of the Company, nor
affect the right of the Company to terminate the employment or other
relationship of the Grantee with the Company at any time with or without cause.
3.4 Legal Restrictions. If in the opinion of legal counsel for PowerTrader
the issuance or sale of any shares of Common Stock pursuant to the exercise of
an Option would not be lawful for any reason, including (but not by way of
limitation) the inability or failure of PowerTrader to obtain from any
governmental authority or regulatory body the authority deemed necessary by such
counsel for such issuance or sale, PowerTrader shall not be obligated to issue
or sell any Common Stock pursuant to the exercise of an Option to a Grantee or
any other authorized person unless a registration statement that complies with
the provisions of the Securities Act of 1933, as amended (the "Act") in respect
of such shares is in effect at the time thereof, or other appropriate action has
been taken under and pursuant to the terms and provisions of the Act, or
PowerTrader receives evidence satisfactory to its legal counsel that the
issuance and sale of the shares, in the absence of an effective registration
statement or other appropriate action, would not constitute a violation of the
Act or any applicable state securities law. PowerTrader shall in no event be
obligated to register any such shares, to comply with any exemption from
registration requirements or to take any other action which may be required in
order to permit, or to remedy or remove any prohibition or limitation on, the
issuance or sale of such shares to any Grantee or other authorized person.
<PAGE>
3.5 Rights Unaffected. The existence of the Options shall not affect: the
right or power of PowerTrader and its stockholders to make adjustments,
recapitalizations, reorganizations or other changes in the PowerTrader's capital
structure or its business; any issuance of bonds, debentures, preferred or prior
preference stocks affecting the Common Stock or the rights thereof; the
dissolution or liquidation of PowerTrader, or sale or transfer of any part of
its assets or business; or any other corporate act, whether of a similar
character or otherwise.
3.6 Withholding Taxes. As a condition to exercise of an Option, PowerTrader
may in its sole discretion withhold or require the Grantee to pay or reimburse
PowerTrader for any taxes which PowerTrader determines are required to be
withheld in connection with the grant or any exercise of an Option.
3.7 Choice of Law. The validity, interpretation and administration of the
Plan and of any rules, regulations, determinations or decisions made thereunder,
and the rights of any and all persons having or claiming to have any interest
therein or thereunder, shall be determined exclusively in accordance with the
laws of the State of Delaware. Without limiting the generality of the foregoing,
the period within which any action in connection with the Plan must be commenced
shall be governed by the laws of the State of Delaware, without regard to the
place where the act or omission complained of took place, the residence of any
party to such action or the place where the action may be brought or maintained.
3.8 Amendment, Suspension and Termination of Plan. The Plan may from time
to time be terminated, suspended or amended by the Board of Directors in such
respects as it may deem advisable, including any such amendment effected to
conform to any change in any law or regulation governing the Plan, or the
Options granted hereunder, including (but not by way of limitation) amendments
to comply with the reporting and liability provisions of Section 16 of the
Securities Exchange Act of 1934.
3.9 Headings. The headings in this Plan are for convenience only and are
not to be used in interpreting the meaning or effect of any provisions hereof.
AS APPROVED BY THE BOARD OF DIRECTORS OF POWERTRADER, INC. ON ___________,
199___.
POWERTRADER, INC.
/s/ David C. Furlonger
By: David C. Furlonger
Secretary
EXHIBIT 5.1
April 21, 1998
Board of Directors
PowerTrader, Inc.
885 Dunsmuir Street, Suite 591
Vancouver, B.C. V6C 1N5
Re: Registration Statement on Form S-8
Gentlemen:
We have served as counsel to PowerTrader, Inc., a Delaware corporation (the
"Company"), in connection with various legal matters relating to the filing of a
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, relating to 1,500,000 shares of common stock of the Company, par
value $0.01 per share (the "Shares"), reserved for issuance in accordance with
the Amended and Restated PowerTrader, Inc. 1996 Stock Option Plan (the "Plan").
We have examined such corporate records of the Company, such laws and such
other information as we have deemed relevant, including the Company's Amended
and Restated Certificate of Incorporation, as amended, Bylaws, as amended,
certain resolutions adopted by the Board of Directors of the Company relating to
the Plan and certificates received from state officials and from officers of the
Company. In delivering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the correctness of all statements submitted
to us by officers of the Company.
Based upon the foregoing, the undersigned is of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.
2. The Common Stock being offered by the Company, if issued in
accordance with the Plan, will be validly issued and outstanding and will
be fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement. We also
consent to your filing copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of the Shares
pursuant to the Plan.
/s/ Gallop, Johnson & Neuman, L.C.
GALLOP, JOHNSON & NEUMAN, L.C.
EXHIBIT 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of
PowerTrader, Inc. and subsidiaries on Form S-8 of our report dated August 15,
1997, appearing in the Annual Report on Form 10-KSB of PowerTrader, Inc. and
subsidiaries for the year ended June 30, 1997.
/s/ BDO Dunwoody Chartered Accountants
(Internationally BDO Binder)
BDO DUNWOODY CHARTERED ACCOUNTANTS
April 17, 1998
Vancouver, British Columbia
