POWERTRADER INC
8-K, 1998-11-02
PREPACKAGED SOFTWARE
Previous: MIAMI COMPUTER SUPPLY CORP, S-8, 1998-11-02
Next: MORTGAGE INVESTMENT TRUST CORP, 3, 1998-11-02





                       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):  October 16, 1998



                                PowerTrader, Inc.
                  ---------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



            Delaware                  000-22329              98-0163116
      ---------------------         ------------           ---------------
  (State or Other Jurisdiction       (Commission            (IRS Employer
        of Incorporation)           File Number)         Identification No.)



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



                                 (604) 685-1529
                          -----------------------------

              (Registrant's telephone number, including area code)

                                 Not applicable.
         (Former name or former address, if changed since last report.)

<PAGE>


ITEM 1.  Change in Control of Registrant.

         On October 16, 1998, Financial Models, Inc. a corporation  incorporated
in  Ontario,   Canada   ("Financial"),   acquired  a  controlling   interest  in
PowerTrader,  Inc.,  a  Delaware  corporation  ("PowerTrader").  On  that  date,
Financial  purchased 1,309,696 shares of PowerTrader US$0.01 par value per share
common  stock  from  458468  BC Ltd.,  a  corporation  incorporated  in  British
Columbia,  Canada  ("458468"),  for an aggregate purchase price of US$13,096.96.
Also on that date,  PowerTrader issued to Financial  14,000,000 shares of common
stock for an aggregate  purchase price of  US$140,000.  Both  transactions  (the
"Transactions")   were  entered  into   pursuant  to  a  certain   Purchase  and
Subscription  Agreement,  dated  September  17,  1998,  by and  between  458468,
PowerTrader and Financial. As a result of the Transactions, Financial became the
record  holder of  15,309,696  shares of  PowerTrader  which is 63% of the total
issued and outstanding shares of common stock, for an aggregate consideration of
US$153,096.96.  Financial  used  funds  from its  capital  reserves  to fund the
necessary consideration for the purchase of PowerTrader stock.


ITEM 9.  Sales of Equity Securities Pursuant to Regulation S

         On  October  16,  1998,  in  connection   with  the  above   referenced
Transactions,  PowerTrader,  completed the sale of  14,000,000  shares of Common
Stock,  to  Financial,  for  cash  consideration  in  the  aggregate  amount  of
US$140,000.  Such  transaction  was  consummated  in reliance upon the exemptive
provisions  of  Regulation S promulgated  under the  Securities  Act of 1933, as
amended.


<PAGE>

                                   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 hereunto duly authorized.

Dated:   November 2, 1998


                                     POWERTRADER, INC.


                                     By:   /s/ Stamos Katotakis
                                           Stamos Katotakis
                                           President and Chief Executive Officer





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission