SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  ____________

                                    FORM 10-K


(Mark  One)

[X]     Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
        Act  of  1934

  For  the  fiscal  year  ended  MARCH  31,  1999,  or
                                 ----------------

[ ]     Transition  report  pursuant  to Section 13 or 15(d) of the Securities
        Exchange  Act  of  1934

  For  the  transition  period  from  _______________________________________

                                                  Commission file number 0-24944
                                                                         -------

                    THE TRACKER CORPORATION OF AMERICA, INC.
                    ----------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                               86-0767918
                --------                               ----------
     (State or Other Jurisdiction                   (I.R.S. Employer
   Incorporation or of Organization)               Identification  No.)

180 DUNDAS STREET WEST, SUITE 1505, TORONTO, ONTARIO, CANADA          M5G1Z8
------------------------------------------------------------          ------
(Address and Zip Code of Principal Executive Offices)               (Zip Code)

                                 (416) 593-2604
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Securities  registered  pursuant to Section 12(b) of the Securities Exchange Act
of  1934:  NONE
           ----

Securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of  1934:  NONE
           ----

Indicate  by  check  mark  whether  the  registrant:  (1)  has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  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  [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [ ]

<PAGE>
     As of June 30, 1999, there were issued and outstanding 50,388,579 shares of
the  Registrant's  capital  stock,  consisting  of  50,388,579  shares  of  the
Registrant's  common  stock,  par  value  $0.001 per share (the "Common Stock").
[46,212,506] shares of the Registrant's capital stock is held by non-affiliates.
The  aggregate  market value of the shares of the Registrant's Common Stock held
by  non-affiliates  at  such  date was $[13,863,752] (calculated on the basis of
$0.30  per  share which was the average of the high bid and low asked quotations
for  the  Registrant's Common Stock on the OTC Bulletin Board on June 30, 1999).

DOCUMENTS  INCORPORATED  BY  REFERENCE

     List hereunder the following documents if incorporated by reference and the
Part  of  the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated:  (1)  any  annual  report  to  security  holders; (2) any proxy or
information  statement;  (3) any prospectus filed pursuant to Rule 424(b) or (c)
under  the  Securities  Act  of  1933, as amended ("Securities Act"). The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal  year  ended  December  24,  1980).

     Registration Statement on Form S-8, filed with the Securities and Exchange
     Commission  on  October  16, 1996,  Registration  Number  333-14229

     Registration Statement on Form S-8 filed with the Securities and Exchange
     Commission  on  October  23,  1996,  Registration  No.  333-14685.

     Registration Statement on Form S-8, filed with the Securities and Exchange
     Commission  on  January  14,  1999,  Registration  Number  333-70615.

     Registration Statement on Form S-8, filed with the Securities and Exchange
     Commission  on  January 14,  1999,  Registration  Number  333-70565.


<PAGE>
<TABLE>
<CAPTION>
                                   TABLE OF CONTENTS

PART I
-------
<S>         <C>                                                                   <C>
1.          Business                                                                1
2.          Properties                                                             10
3.          Legal Proceedings                                                      10
4.          Submission of Matters to a Vote of Security Holders                    11

PART II
-------

5.          Market for Registrant's Common Equity and Related Stockholder Matters  11
6.          Selected Consolidated Financial Data                                   12
7.          Management's Discussion and Analysis of Financial Condition
            and Results of Operation                                               13
7A.         Quantitative and Qualitative Disclosures About Market Risk             20
8.          Financial Statements and Supplementary Data                            20
9.          Changes in and Disagreements with Accountants on Accounting
            And Financial Disclosure                                               20

PART III
--------

10.         Directors and Executive Officers of Registrant                         20
11.         Executive Compensation                                                 23
12.         Security Ownership of Certain Beneficial Owners and Management         33
13.         Certain Relationships and Related Transactions                         34

PART IV
--------

14.         Exhibits, Financial Statement Schedules and Reports on Form 8-K        38
15.         Signatures                                                             43

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                        F-1
-------------------------------------------
</TABLE>

<PAGE>
                                     PART I

                                ITEM 1.  BUSINESS

CORPORATE  HISTORY

     The  Tracker  Corporation of America, Inc. (sometimes "Tracker U.S." or the
"Company")  developed,  markets  and sells and operates a personal and corporate
property  marking  and  monitoring  system  (the  "Tracker System"). The Tracker
System  utilizes  advanced  bar  code and laser scanning technology to create an
identification  device  which  interfaces  with a computer database and scanning
network  (the  "Technology").  The  Company's  Website  is  located  at
www.tracker.com.

     The  current  business  of  the  Company  originated in July 1994 through a
reorganization  (the  "Reorganization") in which the Company acquired all of the
issued  and  outstanding  voting  shares of The Tracker Corporation, an Ontario,
Canada  corporation ("Tracker Canada"), in exchange for approximately 90% of the
total  voting shares of the Company as of that date.  See "CERTAIN RELATIONSHIPS
AND  RELATED  TRANSACTIONS  -  Reorganization."  The  Company's  predecessor was
incorporated  as  a  Utah  corporation  in  1986,  and  changed  its  state  of
incorporation  to Nevada in 1992 and Delaware in 1994 through change in domicile
mergers.  Concurrent  with the effective date of the reorganization, the Company
changed  its  fiscal  year-end  from  December  31  to  March  31.

BACKGROUND

     Tracker  Canada,  which  originated the Company's present line of business,
was  incorporated  in  May  1993  and,  until  February  1998,  was an operating
subsidiary  of Tracker U.S.  Tracker Canada supported the development, marketing
and  sale  of the Tracker System.  The subsidiary's functions included personnel
recruitment  and  management,  advanced  bar  code and laser scanning technology
research  and  development  (including  proprietary  software  development), key
supplier  relationships  and  business  and  marketing  planning.

Until 1995, the operations of Tracker Canada generated the Company's sole source
of  revenue.  During  the fiscal year ended March 31, 1996, the Company, through
Tracker  U.S.,  introduced  a  credit  card  registration  service  marketed  by
independent  telemarketing  firms.  Subsequently,  cash  sales  increased  from
$382,632  for  the  1995-96  fiscal year to $7,977,881 for the fiscal year ended
March  31,  1997.  The increase in cash sales (and the corresponding increase in
recorded revenues) for the 1996-97 fiscal year was due primarily to the increase
in  sales  from  the  Company's  credit  card  registration  service.

     FTC  LAWSUIT;  BOARD  OF  DIRECTORS  AND  OFFICER  RESIGNATIONS

     In  September  1997,  the U.S. Federal Trade Commission (the "FTC") filed a
lawsuit  against  the  Company  in the U.S. District Court, Northern District of
Georgia  alleging  the  Company's  credit card registration service had violated
Section  5  of  the  Federal  Trade  Commission  Act and the FTC Trade Regulator

<PAGE>
Telemarketing  Sales  Rule.   The  FTC  obtained  a  temporary restraining order
("TRO")  halting  the  further  sale of credit card registration services and an
injunction  freezing  the  Company's  assets.  Upon  completing  an  internal
investigation,  the  Company  elected  to  discontinue  credit card registration
service  operations.

     Following  commencement  of  the  lawsuit,  four  members  of the Company's
five-member  Board  of  Directors,  including  all  of  its non-employee outside
directors,  tendered  their  resignations.  Subsequently,  the  Company's  Chief
Financial  Officer resigned as an executive officer, leaving Bruce I. Lewis, the
Company's  Chief Executive Officer, as the Company's sole Director and executive
officer.

     The  Company  settled  the  FTC  lawsuit on July 28, 1998.  The settlement,
among  other  things, permanently barred the Company and Mr. Lewis from engaging
directly  or  indirectly,  in  the  business  of  credit  card  registration  or
promotion.

     TRACKER  CANADA  BANKRUPTCY;  CESSATION  OF  OPERATIONS

     The  FTC  lawsuit and the cessation of the credit card registration service
had  a  negative  effect  on  the financial condition of the Company and Tracker
Canada.  On  January  27,  1998,  Tracker Canada filed a notice with the Ontario
Courts  declaring  its  insolvency  and  seeking the appointment of a bankruptcy
trustee  to  liquidate its assets and dissolve the corporation.  The liquidation
and  dissolution  occurred  in  February  1998.

     GLOBAL  TRACKER

     On  February 10, 1998, the Global Tracker Corporation ("Global Tracker"), a
newly  formed Ontario, Canada corporation, acquired substantially all of Tracker
Canada's assets at arm's length in a bankruptcy proceeding.  Shortly thereafter,
Global  Tracker  entered  into an agreement with the Company which permitted the
Company to use personnel retained by Global Tracker and assets formerly owned or
leased  by Tracker Canada to continue the business formerly conducted by Tracker
Canada.  As  a  result  of this arrangement, Tracker U.S. continued on a limited
basis  the  business  formerly  operated  by  Tracker  Canada.

     Since February 26, 1998, Global Tracker has expended approximately $700,000
to  support  the  Company's  business  operations.  Jay  S.  Stulberg, Company's
President,  Chief  Operating Officer and Chief Financial Officer, has personally
loaned  Global  Tracker approximately $20,000 (USD) in operating capital. Jay S.
Stulberg  is  Global  Tracker's sole shareholder. See "CERTAIN RELATIONSHIPS AND
RELATED  TRANSACTIONS  -  Global  Tracker."

     On  July 30, 1998, the Company entered into a License Agreement with Global
Tracker.  The  License  Agreement  grants  the  Company  an  exclusive worldwide
license to commercially exploit the technology formerly owned by Tracker Canada.
The license is for a renewable seven-year term and provides for payment of a 12%
royalty  on  gross  revenues  commencing  in  the  second  year  of the license.

<PAGE>
     Contemporaneously,  Global  Tracker entered into short-term agreements with
the  Company  to  provide  (i) management services, research and development and
customer  support,  and  (ii)  office equipment, including computers, local area
network,  telephone  system,  copier,  fax  and  furniture.

THE  PRODUCT

     THE  TRACKER(TM)  SYSTEM

     The  Tracker  System  consists of an identification device and a relational
database  that,  depending  upon the application of the product, works in tandem
with  a  scanning  network  and  a  recovery  system.

     Identification  Device
     ----------------------

     The  identification  device  consists of a label displaying a serial number
that  is  resistant  to  partial  destruction  or  defacement.  The label, which
attaches  to  an  article  by adhesive, thermal transfer (onto metal, plastic or
nylon textile) or laser etching, contains specially encoded insignia in advanced
two  dimensional  redundant  bar  code  form  (PDF  417  symbology). The PDF 417
symbology  permits  multiple  repetitions  of the alphanumeric number within the
advanced  bar  code.  Partial destruction or defacement of the insignia does not
impair  the  ability  of  the laser scanners utilized by the Company to read the
label  and  communicate  the  information  to  the  Company's  database.

     Relational  Database
     --------------------

     The  relational  database  is  a  depository maintained by the Company that
indexes  correlating  identification information and other data entries to codes
identified  with  the corresponding identification device.  Although the Company
makes  substantial  efforts to protect data, avoid human error and ensure system
security,  privacy  and integrity, no system is foolproof.  Any material loss of
information  or  security breach could damage the credibility of the Company and
have  an  adverse  effect  on  the  Company's  business,  operating  results and
financial  condition.

     Scanning  Network
     -----------------

     The  Company  has  developed  a  network  consisting  of  a  series  of PDF
417-capable  scanners.  The  laser  scanner reads the serial number displayed on
the  identification  device  and  transmits  that  information  to the Company's
relational  database.  Scanners  are  also utilized with the Company's inventory
control  and  asset  management  systems.  As  of June 30, 1999, the Company had
placed  scanners in 34 police stations and other sites in Canada and 24 sites in
the  United  States, as compared to 39 placements in Canada and 25 in the United
States  as  of  June  30,  1998.

<PAGE>
     Recovery  System
     ----------------

     The  recovery  system  is  the  method,  after  the  scanner  reads  the
identification  device and transfers the data via modem to the central database,
by  which the Company notifies a user of an item's location and arranges for its
retrieval.

     As  of  June  30,  1999, utilization of The Tracker  System had resulted in
over  500  successful  recoveries.  While  these  recoveries  demonstrate  the
effectiveness  of  the  system,  to date the system has not generated sufficient
sales  volume.

     STRATEGIC  FOCUS

     The  Company  introduced  The  Tracker  System  to a limited test market in
Toronto,  Canada  in  October  1994.  The  Company  also began testing potential
markets  for  The  Tracker  System in the United States and offering the service
through  diverse marketing channels such as joint promotional partners, selected
retailers,  telemarketers  and  network  referral  marketers.

     MARKETS

     Prior  to  Tracker  Canada's  bankruptcy,  the  Company's marketing efforts
focused  primarily  on  the consumer market for personal property identification
and  recovery.  Although  the  Company  believes  the  system  has  significant
commercial  potential,  the  marketing efforts undertaken by the Company to date
have  failed, have not been fully realized, or have met with only limited market
acceptance.

Initially,  the Company developed a personal property security kit. The personal
property  recovery  kit included 24 possession labels, eight clothing labels and
10  assorted shoe, key, luggage, and pet tags. The initial purchase was packaged
as  a  membership  service term.   In addition to the personal property kit, the
Company  also marketed the system indirectly as a value-added service offered by
third  parties.

     While management has conceived of many other potential applications for The
Tracker  System,  the  Company's  past  experience  and  present  financial
circumstances  dictate a more narrowly focused strategy. A more narrowly defined
product/service  is  being  proposed  for the consumer market.  For the business
market,  the  Company  has developed applications for fixed asset management and
point  of  manufacture  warranty  protection

Applications
------------

     Inventory  Control.  The Company believes that The Tracker  System provides
an  efficient  method  for tracking inventory and accessing related information.
On  July  1,  1998,  the  Company  signed  a  two-year agreement with Warrantech
Additive,  Inc.  ("Warrantech"),  a  wholly-owned  subsidiary  of  Warrantech
Automotive,  Inc., to provide personal property identification labels and global
recovery  services  to  automobile dealers participating in Warrantech's vehicle
service  contract  business.  Through  the  labels,  the  Company  will  provide
immediate  access  to  vehicle  service  information  contained in the Company's
relational  database.

<PAGE>
     Fixed Asset Management.  The Company also believes that The Tracker  System
can  provide  an  efficient  method  for tracking and managing fixed assets. The
Company  has  recently  completed the sale and installation of  a newly designed
fixed  asset  management  service  for  Sony Corporation ("Sony").   The service
links  labels  affixed  to  certain  of  Sony's  physical  assets to information
contained  in  the  Company's  relational  database  and  recovery  network.

     Point  of  Manufacture.  Manufacturers of products, such as computer chips,
bicycles, power tools, electronic equipment, cameras and auto parts, can use The
Tracker  System  by  laser  etching  or  otherwise  applying  a  serial  number
containing  specially  coded  insignia directly onto or into products during the
manufacturing  process.  The Company believes that the coded insignia adds value
to  a  product  by increasing the likelihood of recovery in the event of loss or
theft  and  provides an additional tool for combating retail and warranty fraud.
The  Company  anticipates that if such contracts are procured, the manufacturers
will absorb the cost of laser etching either directly or indirectly (i.e. in the
unit price charged to the manufacturers by the Company). Currently, however, the
Company  does  not  have  a  contract  with  any  manufacturer  to laser etch or
otherwise  apply  coded  insignia  at  the  point  of  manufacture.

Niches
------

    The Company's long-term strategy is to introduce applications of The Tracker
System in select market niches and establish the system as a dominant brand-name
therein.  Currently,  management  is  identifying market niches it believes will
prove  most  responsive  to  the  Company's  initiatives.   Among the niches the
Company  is  considering are an international pet registry lost and found, a key
return  service  and  a  bike  registration  program.  In  addition, the Company
intends  to  market  The Tracker  System as an inventory control and fixed asset
management  program  to  Fortune  1000  companies.

     MARKETING  AND  DISTRIBUTION

     The  Company  is  approaching the marketing and distribution of The Tracker
System  in  several  ways.

     Alliances,  Sponsorships  and  Promotional  Programs
     ----------------------------------------------------

     The  Company  hopes  to  establish  credibility  and  confidence  in  the
marketplace  by,  among other things, affiliations, alliances, sponsorships, and
promotional  programs  with well recognized, stable and reputable organizations.
The Company is beginning to establish promotional programs with manufacturers of
consumer  specialty  products that have a high potential for loss.  In May 1997,
the  Company  entered  into  an  agreement  with  Schwinn Cycling & Fitness Inc.
("Schwinn"),  a  United States manufacturer of quality bicycles and accessories.
In  February  1999, Schwinn placed an additional order for 50,000 Tracker labels
to  be  combined  with  bicycle  locks  Schwinn  is  manufacturing  in  Taiwan.

The  Company  also  intends  to  approach affinity groups, such as charities and
police benevolent societies, to market Tracker labels as promotional incentives.

<PAGE>
Finally,  the  Company  intends  to  explore  the feasibility to establishing an
international  pet  registry marketed through veterinarians, animal shelters and
humane  societies.

     Direct  Marketing
     -----------------

The  Company  also  intends  to build on its success in procuring contracts with
Warrantech  and Sony Corporation through direct marketing of The Tracker  System
as  an  inventory  and  asset  management  program  for  Fortune 1000 companies.

     Material  Backlogs;  Commissions
     --------------------------------

     The  Company  has  no material backlog of orders.  The Company has granted,
and  may  grant in the future, commissions and other payments in connection with
the  distribution  of  its  products.

INTERNATIONAL  OPERATIONS

     The  Company has operations in Canada and the United States.  International
operations  are  subject  to  inherent  risks,  including  unexpected changes in
regulatory  requirements,  currency  exchange rates, tariffs and other barriers,
difficulties  in  staffing  and  managing  foreign  operations,  and potentially
adverse tax consequences.  There can be no assurance that these factors will not
have  a  material  impact  on  the Company's or its exclusive agent's ability to
market  its  products  and services on an international basis.  The Company does
not engage in any hedging contracts because it receives the majority of its cash
flows  in  United  States  dollars.

KEY  SUPPLIERS

     The  Company's  ability  to  market and sell The Tracker  System depends in
part on its ability to procure necessary equipment, supplies and services. These
agreements  or  understandings tend to be informal, may be difficult to enforce,
and  may be subject to termination.  Accordingly, there can be no assurance that
equipment,  supplies or services will be available when needed by the Company or
on  terms  favorable  to  the  Company.  Any  unavailability  of such equipment,
supplies  or  services  on terms favorable to the Company could prevent or delay
the  development,  marketing, sale, operation and effectiveness of the Company's
products  and  could  have  a material adverse effect on the Company's business,
operating  results  and  financial  condition.

     The  Company  procures  scanning  equipment  from Symbol Technologies, Inc.
("Symbol").  Symbol's  PDF 417 is an advanced two-dimensional stacked symbology.
In  1992,  Symbol introduced the PDF 1000 laser scanner, the first laser scanner
to  read  two-dimensional  bar  code.  The PDF 1000 laser scanner scans 30 times
faster  than  conventional  scanners,  decodes in a rastering pattern across and
down  the  PDF 417 symbol, reads both PDF 417 (two-dimensional codes) and linear
bar codes (one-dimensional codes), and is able to read poorly printed or damaged
codes  that  have  been  defaced up to 60%. On May 18, 1999, the Company entered

<PAGE>
into  an  agreement  with  Symbol  whereby,  subject  to  certain minimum annual
purchase  requirements,  the Company was granted the exclusive right to use, for
personal  property identification and recovery purposes, Symbol's PDF 1000 laser
scanners  in  Canada,  the  United  States  and  Europe.

COMPETITION

     The  Company  faces  competition  from firms providing alternative personal
property  identification  methods.  These  methods  include  tracking  by serial
number, tracking by the personal property owner's imprinted name and address and
conventional  forms  of  insurance  that  reimburse  consumers  for  lost items.
Although  no  firm  commands  significant  market share, most have substantially
greater  financial,  technical,  marketing  and  management  resources  than the
Company.  The  successful  introduction  of  such  services by this or any other
competitors,  or  the  introduction  by  competitors of ineffective systems that
damage the credibility of the Company's industry as a whole, may have a material
adverse  effect  on  the  Company's  business,  operating  results and financial
condition.  There  can  be no assurance that the Company will be able to compete
successfully  with  existing  or  new  competitors.

INTELLECTUAL  PROPERTY  PROTECTION  AND  INFRINGEMENT

     The  Company  will  rely  on  a combination of patent laws (if applicable),
trade secret laws, nondisclosure and other contractual agreements, and technical
measures  to  protect  the  confidential  information,  know-how and proprietary
rights  relating  to  its  personal property identification and recovery system.
The  above  protections  may not preclude competitors from developing a personal
property  identification  and  recovery  system  that  is  competitive  with the
Company's  system.  The  Company  does  not  believe that its products and other
confidential  and  proprietary  rights  infringe  upon the proprietary rights of
third  parties.  There  can  be  no assurance that third parties will not assert
infringement claims against the Company in the future.  The successful assertion
of  such  claims would have a material adverse effect on the Company's business,
operating  results  and  financial  condition.

The  Company  has  no  registered  trademarks  or  service marks, nor any active
trademark  or  service  mark  applications  pending  with  the  U.S.  Patent and
Trademark  Office  or  with  other  regulatory  authorities.

CAPITAL  REQUIREMENTS

     The  Company requires additional capital to implement its business plan and
satisfy  the  claims of its major creditors.  The failure to settle these claims
for  substantially  less  than  what  its  major  creditors  demand would have a
material  adverse  effect  on  the  Company's  prospects.

     During  the upcoming 12 months, the Company plans to seek additional equity
financing  to  conduct  such  activities,  as  it is anticipated cash flows from
revenues  will  not  be sufficient to fund the business plan until January 2002.
In  addition,  there  can  be no assurance that cash flows from revenues will be
sufficient  to  fund  the  business  plan  in  the  timeframe anticipated by the
Company,  if  at  all.  For  a  complete discussion on capital requirements, see

<PAGE>
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND RESULTS OF
OPERATIONS  -  Capital  Requirements."

EMPLOYEES

     As  of  June  30,  1999, the Company, through contractual arrangements with
Global  Tracker,  employed  a  total of 16 persons, including two in management,
three  in  administration  and  accounting, six in operations (three of whom are
part-time),  four  in  sales  and marketing and one in information systems.  The
Company's  future  success  will depend in large part on its ability to attract,
train  and  retain  highly  skilled  and  qualified  personnel.  There can be no
assurance  that  the  Company  will  be  successful  in attracting, training and
retaining  such  personnel.

     None  of  the  Company's  employees  is  represented by a labor union.  The
Company  has  experienced  no  work stoppages, and the Company believes that its
relations  with  its  employees  are  excellent.

GOVERNMENTAL  REGULATIONS

     The Company is not subject to any governmental regulations other than those
applicable  to  businesses  generally.  Although  the  Company believes it is in
compliance  with  all  currently  applicable regulations, additional regulations
could  be  enacted  in  the  future  that  could  have  an adverse effect on the
Company's  business,  operating results and financial condition.  The Company is
not affected by federal, state or provincial, and local environmental protection
laws  and  regulations.


                               ITEM 2.  PROPERTIES

     The  Company  currently  subleases  from Global Tracker approximately 1,400
square feet of office premises in Toronto on a month to month basis at a rate of
$1,870 per month.  Under the sublease, the Company may withhold rent payments to
Global  Tracker  for  the  lesser  of  up to six (6) consecutive months, or such
earlier  date as the parties may terminate the sublease.  Lease payments due and
unpaid  accrue  interest  at  the  rate  of  ten  percent  (10%)  per  annum.

     On or about December 1, 1999, the Company will vacate its existing premises
and occupy approximately  3,500 square feet of office premises in Toronto leased
by  Global Tracker for the Company on the same terms and conditions at a rate of
$5,000  per  month.  The Company does  not anticipate any difficulty in securing
adequate  new  space  in  the event Global Tracker terminates the sublease.  The
Company  believes  that suitable additional space will be available as needed if
future  expansion  is  required.

<PAGE>
                           ITEM 3.  LEGAL PROCEEDINGS

          The Company is not a party to any material litigation and is not aware
of  any  pending  or  threatened  litigation  that would have a material adverse
effect  upon  the  Company's business, operating results or financial condition.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

     During  the  third  quarter of the fiscal year ended December 31, 1998, the
security  holders of the Company amended the Company's Articles of Incorporation
to authorize the issuance of 50,000,000 shares of Common Stock, 6,500,000 shares
of  blank  check  preferred  stock  and  100,000 shares of Class B Common Stock.

     During  the  fourth  quarter  of  the  fiscal year ended March 31, 1999, no
matters  were  submitted  to  a  vote  of  the  security holders of the Company.



                                     PART II

 ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  Company's  Common  Stock  is traded in the over-the-counter market, is
quoted  on  the  OTC Bulletin Board and is quoted in the "pink sheets" under the
symbol  "TRKR".  Quotations  for the Company's common stock were first listed on
the  OTC  Bulletin  Board  on  May 5, 1993.  The market for the Company's Common
Stock  must  be characterized as extremely limited due to the low trading volume
and  the small number of brokerage firms acting as market makers.  Additionally,
stocks  traded  on  the  OTC Bulletin Board generally have limited brokerage and
news  coverage.  Thus,  the market price of the Common Stock may not reflect the
value of the Company.  As a result, an investor may find it difficult to dispose
of,  or  to obtain accurate quotations as to the value of, the Common Stock.  No
assurance  can  be  given  that  the  over-the-counter  market for the Company's
securities  will  continue,  that  a more active market will develop or that the
prices  in  any  such  market  will  be  maintained  at  their current levels or
increased.

     The following table sets forth, for the periods indicated, the high and low
bid  quotations  for  the  Company's  Common  Stock  as reported by the National
Quotation  Bureau, Inc. or Bloomberg L.P.  These quotations reflect inter-dealer
prices, without adjustments for retail markups, markdowns or commissions, and do
not  represent  actual  transactions.

<PAGE>
<TABLE>
<CAPTION>

Quarter Ended             High      Low
------------------       -------  -------
<S>                      <C>      <C>
June 30, 1997            $0.1415  $0.0625
September 30, 1997       $0.3700  $0.1300
December 31, 1997        $0.2100  $0.0450
March 31, 1998           $0.0725  $0.0130
June 30, 1998            $0.1150  $0.0150
September 30, 1998       $  0.09  $ 0.075
December 31, 1998        $  0.11  $  0.05
March 31, 1999           $0.1775  $0.0725
June 30, 1999            $  0.35  $  0.10
</TABLE>

     On  June 30, 1999, the high and low bid quotations for the Company's Common
Stock  on  the  OTC  Bulletin Board were $0.320 and $0.280, respectively.  As of
June  30, 1999, there were 50,388,579 shares of Common Stock outstanding held by
approximately  355  holders  of  record,  including  broker-dealers and clearing
corporations  holding  common  shares  on  behalf  of  their  customers.

     The  Company has never paid any cash dividends on its Common Stock and does
not  intend  to  pay  any  cash  dividends  in  the  foreseeable future.  Future
earnings,  if  any,  will  be retained to fund the development and growth of the
Company's  business.

                  ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

     The  selected  consolidated  financial data for the Company presented below
should  be  read  in  conjunction  with  the  detailed information and financial
statements  appearing  elsewhere  in  this  Report.  The  selected  consolidated
financial data at March 31 1995, 1996 and 1997 and for the years ended March 31,
1995,  1996  and  1997 have been derived from the audited consolidated financial
statements of the Company which have been audited by PricewaterhouseCoopers LLP,
independent  accountants,  after  giving  effect  to  reclassifications  made to
reflect  discontinued  operations  occurring  in  fiscal  1998.  The  selected
consolidated  financial  data  at March 31, 1998 and 1999 and for the year ended
March  31,  1998  and  1999  have  been  derived  from  the audited consolidated
financial  statements  of  the  Company  which  have  been  audited  by  Hirsch
Silberstein  &  Subelsky,  P.C.,  independent  accountants.

     For  accounting  and  financial reporting purposes, the Reorganization with
Tracker  Canada  is  being  treated  as an issuance of shares by Tracker Canada.
Thus,  pro  forma  information  is not presented as the Reorganization was not a
business combination.  The historical consolidated financial statements prior to
July  12, 1994 are those of Tracker Canada.  Tracker Canada was organized on May
6,  1993.  See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - Reorganization"
and  Note  1  of  Notes  to  Consolidated  Financial  Statements.

<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF OPERATIONS      Fiscal Year       Fiscal Year       Fiscal Year       Fiscal Year       Fiscal Year
                                            Ended             Ended          Ended March          Ended             Ended
                                         March 31, 1995    March 31, 1996     31, 1997(1)      March 31, 1998    March 31, 1999
<S>                                    <C>               <C>               <C>               <C>               <C>
Revenues                               $        10,187   $       106,522   $       138,462   $        51,551   $       126,875
Loss from continuing operations             (5,068,583)       (6,090,730)         (163,483)         (152,517)       (1,030,979)
Gain (loss) from discontinuing                      --                --        (3,544,595)           62,050           279,225
Operations Net Income (Loss)
per share of common  stock                        0.71              0.57              0.22             0.004
                                                                                                                         0.023

CONSOLIDATED BALANCE SHEET DATA        March 31, 1995    March 31, 1996    March 31, 1997    March 31, 1998    March 31, 1999

Total assets                           $     1,669,452   $     1,193,742   $     4,238,345   $     1,476,814   $       487,921
Total current liabilities                    1,446,543         2,393,631         6,026,589       3,275,560(2)        1,748,376
Long-term debt                                      --                --           613,131           412,846           215,244
Stockholders' equity (deficit)                 222,909        (1,378,742)       (2,401,375)       (2,211,591)       (1,475,699)
Working capital                               (444,686)       (1,728,529)       (2,583,835)       (2,087,861)       (1,416,128)
<FN>

(1)     After  giving  effect  to  certain  reclassifications  made  to  reflect discontinued operations that occurred in 1998.
(2)     Included  in  total  current  liabilities  for March 31, 1999 are $ 507,599 of subordinated debentures and $ 197,602 of
current  deferred  revenues  (as  compared  $507,599 of subordinated debentures and $1,798,727 of current deferred revenues for
March  31,  1998,  with  $590,746  of  subordinated  debentures and $4,509,401 of current deferred revenues for March 31, 1997,
$1,460,000  of  convertible  subordinated  debentures  and  $115,241  of current deferred revenues for March 31, 1996 and $0 of
convertible  subordinated  debentures  and  $10,998  of  deferred  revenues  for  March  31,  1995).
</TABLE>


     As  of March 31, 1999, the Company is in default in the payment of interest
to  its  subordinated debentureholders in the aggregate amount of $115,209.  The
Company  has  contacted  all  subordinated  debentureholders  by  written
correspondence  and  asked  that  they  forebear from any collection action.  To
date,  no  collection  action  has  commenced.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

SAFE  HARBOR  STATEMENT  UNDER  THE  PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995

     The  Company  believes  that the information contained in this Report which
does  not  constitute  historical facts constitutes "forward-looking statements"
within  the meaning of Section 27A of the Securities Act, and Section 21E of the
Securities  Exchange Act of 1934, as amended, and is subject to the safe harbors
created  thereby.  Such  forward-looking  statements involve important risks and
uncertainties,  including  but not limited to: the risk that the Company may not
be  able  to  successfully  market,  sell  and  operate  its  personal  property
identification  and  recovery system; the risk that the Company may be unable to
obtain  additional  financing  or  raise  additional  capital when needed and in
amounts  and  on  terms favorable to the Company; the risk that the Company will
not  be  able  to  continue  to  implement operational, financial and accounting
systems,  to  attract and retain highly qualified personnel to manage the future
growth  of  the  Company, and to expand, train and manage its employee base; the
risk  that  the  Company  may  not  be  able  to  procure the necessary scanning
equipment,  labels,  courier  services and scanning locations when needed and on
terms  favorable  to  the  Company;  the  risk  that  the Company's intellectual
property  protection  may  not  preclude  competitors from developing a personal
property  identification  and  recovery  system  that  is  competitive  with the
Company's  system;  the  risk  that third parties may assert infringement claims
against  the Company in the future; the risk that the Company may not be able to
compete  with  existing  or new competitors; the risks inherent in international
operations;  and  other risks detailed in this Report and in the Company's other
filings  with  the  Securities  and  Exchange  Commission.

     There can be no assurance that the forward-looking information contained in
this  Report  will  prove to be accurate.  The risks and uncertainties discussed
above  increase  the  uncertainty  inherent in such forward-looking information.
Accordingly,  there  may  be differences between the actual results or plans and

<PAGE>
the  predicted  results  or  plans.  Actual  results  or plans may be materially
different  than  those indicated in the forward-looking information contained in
this  Report.

OVERVIEW

     Prior  to  the  Reorganization  effective July 12, 1994, Tracker U.S. (then
Ultra  Capital  Corp.)  had  conducted  no significant operations or activities.
Tracker  Canada,  which  originated  the  present  line of business, The Tracker
System,  had  its  inception  on  May  6,  1993.  The  Company  has  been in the
development  stage  since  its  formation.

     The  Company  launched  The  Tracker  System  in  a  limited test market in
Toronto,  Canada  in  October  1994.  The  Company  also began to test potential
markets  for  The  Tracker  System in the United States and to offer the service
through  diverse marketing channels such as joint promotional partners, selected
retailers,  telemarketers  and  network referral marketers.   Those efforts were
unsuccessful.

In September 1997, the U.S. Federal Trade Commission filed a lawsuit against the
Company  in  federal  district  court  alleging  the  Company's  credit  card
registration  service had violated Section 5 of the Federal Trade Commission Act
and  the FTC Trade Regulator Telemarketing Sales Rule.   The Company settled the
FTC lawsuit on July 28, 1998.  The settlement permanently barred the Company and
its  chief  executive  officer,  Bruce  I.  Lewis,  from  engaging  directly  or
indirectly,  in  the  business  of  credit  card  registration  or  promotion.

The  FTC lawsuit and the cessation of the credit card registration service had a
negative  effect  on  the financial condition of the Company and Tracker Canada.
On  February  5,  1998,  Tracker  Canada  filed a notice with the Ontario Courts
declaring  its insolvency and seeking the appointment of a bankruptcy trustee to
liquidate  its  assets  and  dissolve  the  corporation.   The  liquidation  and
dissolution  occurred  in  February  1998.

     On  February  26,  1998,  the Global Tracker Corporation ("Global Tracker")
acquired  substantially  all  of  Tracker  Canada's  assets at arm's length in a
bankruptcy  proceeding.  Shortly  thereafter,  Global  Tracker  entered  into an
agreement with the Company which permitted the Company to use personnel retained
by  Global  Tracker  and  assets  formerly  owned or leased by Tracker Canada to
continue the business formerly conducted by Tracker Canada.  As a result of this
arrangement, Tracker U.S. has continued on a limited basis the business formerly
operated  by  Tracker  Canada.

     The  Company  continues to believe that The Tracker  System has significant
commercial potential.  However, there can be no assurance that sales made by the
Company  will  be  at  volumes  and prices sufficient for the Company to achieve
profitable  operations.

     The  Company has been unprofitable since inception.  During the fiscal year
ended  March  31,  1999,  the  Company incurred a net loss of $751,754 (net of a
$279,225  gain from discontinued operations) and, at the end of such period, had
an accumulated deficit of $17,707,856.  The Company expects to continue to incur
losses  through  at  least  the  4th  quarter  of fiscal 2000.  From the date of
inception  (May  6,  1993)  through  March  31,  1999,  the Company had realized
revenues of 413,033,217 (including discontinued operations of $12,599,621).  The

<PAGE>
Company  will require additional capital in order to implement its business plan
in  the manner contemplated.  See "Capital Requirements" below.  There can be no
assurance  that  the  Company  will  be  able  to obtain such financing on terms
acceptable  to  the  Company,  or  at  all,  or that the Company will be able to
achieve  profitable  operations.  If  the  Company  is  unable  to  obtain  such
financing  or  achieve  profitable  operations,  it  may  be  forced  to  cease
operations.

     Historical financial information prior to the Reorganization effective July
12,  1994 is that of Tracker Canada.  Revenue for Company services is recognized
on a straight-line basis over the term of service offered.  Amounts received for
which service has not yet been provided are recorded as deferred revenue.  As of
March  31,  1999,  the  amount  of  deferred revenue (current and long term) was
$412,846  compared  with  $2,211,573  as  of  March  31,  1998.

RESULTS  OF  OPERATIONS

FISCAL  YEAR  ENDED  MARCH 31, 1999 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1998

Cash  sales  for the fiscal year ended March 31, 1999 decreased to $126,875 (NIL
discontinued operations) as compared to $5,731,777 ($5,680,226 from discontinued
operations)  for  the  fiscal  year  ended  March 31, 1998.  Because the Company
recognized  these  cash  sales on a straight-line basis over the term of service
offered, recorded revenues for the fiscal year ended March 31, 1999 decreased to
$1,925,602  as  compared to $8,642,737 for the fiscal year ended March 31, 1998.
The  decrease  in  revenues  during  the year was due primarily to the Company's
recognition  of  deferred  revenues  from  its  now  discontinued  credit  card
registration  service.

<TABLE>
<CAPTION>

                         MARCH  31,  1999              MARCH  31,  1998
                    --------------------------   -------------------------

                    Continuing    Discontinued   Continuing   Discontinued
                    operations     operations    operations    operations

<S>                <C>            <C>            <C>          <C>
Cash Sales         $    126,875   $         NIL  $   51,551   $ 5,680,226
Revenue            $    126,875   $  1,798,7276  $   51,551   $ 8,591,186
Net Income (loss)   ($1,030,979)  $     279,225   ($152,517)  $    62,050
</TABLE>

     During  the  fiscal  year  ended March 31, 1999, the Company incurred a net
loss  of  $1,030,979  as  compared to a net loss of $152,517 for the fiscal year
ended  March  31,  1998.  These  losses  included total development costs in the
amount  of  $1,086,223  for  the fiscal year ended March 31, 1999 as compared to
$183,408  for  the  fiscal  year  ended  March  31,  1998

     The  Company while continuing in its efforts to minimize its operating cash
"burn"  rate  from continuing operations has had to increase its expenditures by
an  additional  592%  when comparing the fiscal year ended March 31, 1999 to the
fiscal  year  ended  March  31,  1998,  in  order to generate new initiatives to
replace  revenues  from  discontinued  operations.  The  largest  increase  in
expenditures  when  comparing the fiscal year ended March 31, 1999 to the fiscal
year ended March 31, 1998 can be noted in the Operations category of Development
Costs  as  the  Company  continued  to  service  customers from the discontinued
operations  as  well  as  invested in the development of new applications of The
Tracker  System.

<PAGE>
FISCAL  YEAR  ENDED  MARCH 31, 1998 COMPARED TO FISCAL YEAR ENDED MARCH 31, 1997

     Cash sales for the fiscal year ended March 31, 1998 decreased to $5,731,777
($5,680,226  from discontinued operations) as compared to $7,977,881 ($7,671,160
from discontinued operations) for the fiscal year ended March 31, 1997.  Because
the  Company  recognized these cash sales on a straight-line basis over the term
of  service  offered, recorded revenues for the fiscal year ended March 31, 1998
increased  to  $8,642,737  as  compared  to $2,348,169 for the fiscal year ended
March  31,  1997.  The increase in revenues during the year was due primarily to
the  Company's emphasis on its now discontinued credit card registration service
and  a  reduction  in  resources  applied  to  its  core  business.

     During  the  fiscal  year  ended March 31, 1998, the Company incurred a net
loss of $152,517 as compared to a net loss of $163,483 for the fiscal year ended
March  31, 1997.  These losses included total development costs in the amount of
$183,408  for  the  fiscal year ended March 31, 1998 as compared to $266,570 for
the  fiscal  year  ended  March  31,  1997.

     The  Company  is  continuing  in its efforts to minimize its operating cash
"burn"  rate  from  continuing operations and has reduced its expenditures by an
additional 31% when comparing the fiscal year ended March 31, 1998 to the fiscal
year  ended March 31, 1997  The largest reduction in expenditures when comparing
the fiscal year ended March 31, 1998 to the fiscal year ended March 31, 1997 can
be  noted in the General and Administrative category of Development Costs as the
Company  primarily  focused  on  reducing  expenditures  in  the rent and public
relations  areas.

LIQUIDITY  AND  CAPITAL  RESOURCES

     From  inception  at  May  6,  1993  through March 31, 1999, the Company has
received  approximately  $NIL  in  net  cash  from  financing activities, net of
discontinued  operations,  some  of  which  are  noted  below.

     During  the  year  ended  March  31,  1999,  the Company's net cash used in
operations  was  $795,745  as  compared to $505,244 for the year ended March 31,
1998.  The  cash  used  in  operations  was  devoted  primarily  to  funding the
development  of  identification  and  recovery  systems  and  software,  labels,
packaging,  marketing  and  advertising.

     As  of  March 31, 1999, the Company had total current assets of $332,248 as
compared  to $1,187,699 at March 31, 1998.  Current assets consisted of accounts
receivable of $97,843 as compared to $NIL at March 31, 1998, prepaid expenses of
$120,000  as  compared to $NIL at March 31, 1998 and current deferred charges in
the  amount  of  $114,405  as  compared  to  $1,187,699  at March 31, 1998.  The
decrease  in  current  assets  resulted mostly from the amortization of deferred
charges  remaining from discontinued operations after the liquidation of Tracker
Canada's  assets  in  February  1998.  See  "Overview"  above.

     As  of  March 31, 1999, the Company had amount due from stockholders in the
amount  of  $14,072  as  compared  to  $14,072  at  March 31, 1998 and long-term
deferred  charges  totaling  $141,600 as compared to $275,043 at March 31, 1998.

<PAGE>
The decrease in net property and equipment also resulted from the Tracker Canada
liquidation  since  Tracker  Canada  held  those  assets.

As  of  March 31, 1999, the Company had liabilities of $1,748,376 as compared to
$3,275,560 at March 31, 1998.  Such liabilities consisted of accounts payable in
the  amount  of  $458,352 at March 31, 1999 as compared to $440,835 at March 31,
1998,  accrued  liabilities in the amount of $584,823 as compared to $528,399 at
March  31,  1998,  deferred  revenues  in  the amount of $197,602 as compared to
$1,798,727 at March 31, 1998, debentures in the amount of $31,809 as compared to
$31,809 at March 31, 1998, and convertible subordinated debentures in the amount
of  $475,790  as  compared  to  $475,790  at  March  31,  1998.  The Company had
long-term  deferred  revenues  in  the  amount  of $215,846 at March 31, 1999 as
compared  to  $412,846  at  March  31,  1998.

     As  of  March  31,  1999  and March 31, 1998, respectively, the Company had
accumulated  deficits  of $17,753,037 and $17,001,283.  To date, the Company has
financed  its  research  and  development  activities  and  operations primarily
through  the  sales  of  its  now-discontinued card registration program and the
private  placement of First Series Convertible Debentures aggregating $1,000,000
from  July  to  October 1995, the private placement of Second Series Convertible
Debentures  aggregating  $1,189,529  through  March 1996, the sale of a total of
1,810,000  shares of Common Stock in private placements, and the sale by Tracker
U.S.  pursuant  to  Regulation  S  under  the  Securities Act of 1,050 shares of
Preferred  Stock  for  $1,050,000  during  April,  May  and  August  1996.

     The  sales  of  the  1,810,000  shares of Common Stock are described in the
remainder  of  this  paragraph.  On  September  16,  1994,  Tracker U.S. issued,
pursuant  to  Regulation  S  under  the Securities Act, 785,000 shares of Common
Stock  (200,000  shares  of  which were returned to the Company) for total gross
proceeds  to  Tracker  U.S.  of  $2,351,700,  $955,000  of which was received by
Tracker  U.S.  in the form of cash and the remainder of which was in the form of
payments  by  the  buyer  of  the  shares  of  Common  Stock to third parties in
cancellation  of  indebtedness  owed  by  the Company to such third parties.  On
February  9, 1995, Tracker U.S. issued to two separate overseas buyers, pursuant
to  Regulation  S,  275,000  shares  of  Common  Stock for total proceeds to the
Company of $550,000.  On March 15, 1995, Tracker U.S. issued 500,000 units, each
unit  consisting of one share of Common Stock and one warrant to purchase Common
Stock,  for  total  gross  proceeds to the Company of $350,000.  On May 1, 1995,
Tracker  U.S.  issued 250,000 units, each unit consisting of one share of Common
Stock  and one warrant to purchase Common Stock, for total gross proceeds to the
Company of $250,000.  Tracker U.S. also issued 200,000 shares of Common Stock to
a buyer for $200,000, of which only $83,000 has been paid to Tracker U.S. by the
buyer.  The  Company  has  filed suit against the investor to attempt to collect
the  remaining  $117,000  and  the  suit  is  still  pending.  There  can  be no
assurance,  however,  that the Company will be successful in the lawsuit or will
be  able  to  collect  such  amount.

     In  addition  to the above described private placements, the Company raised
$619,166 during the year ended March 31, 1996 through the issuance of 849,803 of
Tracker Canada's Exchangeable Preference Shares pursuant to outstanding warrants
to  purchase  such  Exchangeable  Preference  Shares.  Further,  the Company has

<PAGE>
issued  shares  to  employees  and third parties in lieu of compensation to such
employees or payments to such third parties for products or services provided to
the  Company.

CAPITAL  REQUIREMENTS

     The  Company requires additional capital to implement its business plan and
satisfy  the  claims of its major creditors.  If the Company is unable to settle
these  claims  for substantially less than that demanded by its major creditors,
the Company will consider filing for bankruptcy protection under U.S. bankruptcy
laws.

     During the upcoming 12 months, the Company will seek additional equity.  No
assurance  can  be  given  that  the  necessary funding will be available to the
Company when needed, in sufficient amounts, on acceptable terms, or at all.  The
report  of  independent  accountants covering the Company's financial statements
expressed doubt about its ability to continue as a going concern because it is a
development  stage  company  and  has  not  yet been able to attract significant
outside  financing  or  generate  significant  revenues.  Failure  to  obtain
sufficient  funding  on  acceptable  terms could affect the Company's ability to
continue  as  a  going  concern.

     The  Company  has minimized the Company's cash requirements by (i) reducing
staff  to  minimal  safe  operating  levels;  (ii)  compensating  certain senior
management  in stock rather than cash; and (iii) otherwise controlling expenses.
Second, and particularly critical to the long-term viability of the Company, the
Company must decrease the need for additional outside funding by generating cash
internally,  i.e.,  through  sales.  Although no assurance can be given that any
sales  made  by  the  Company  will  be at volumes and prices sufficient for the
Company  to  achieve  significant  revenues,  eliminate or decrease the need for
additional  outside  financing,  and  achieve  profitable operations, management
believes  it  is  likely  that  its  marketing  and  sales  efforts will, in the
long-term,  result  in  sufficient  sales  to  decrease  the need for additional
outside  financing  and  achieve  profitable  operations.

INFLATION;  SEASONABLITY

     While  inflation  has  not  had  a material impact on operating results and
management  does  not  expect  inflation  to have a material impact on operating
results,  there can be no assurance that the business of the Company will not be
affected  by  inflation in the future.  While the Company's business to date has
not  been  seasonal  and  management  does  not expect that its business will be
seasonal  in  the  future,  there  can  be no assurance that the business of the
Company,  on  a  consolidated  basis,  will  not  be  seasonal  in  the  future.

YEAR  2000  COMPLIANCE  REQUIREMENTS

     The Company uses various packaged software applications as tools in running
the  Company's  accounting  operations, database management and general business
functions.  It  uses  certain  proprietary software programs as tools to run The
Tracker  System.  The Company has assessed the impact of year 2000 issues on all
software  and  hardware.  It has determined that all existing hardware equipment
is  year  2000  compliant, except for certain equipment scheduled to be retired.
Management  is  in  the  process  of  implementing the necessary software vender

<PAGE>
upgrades  and  modifications  to ensure that its accounting operations, database
management  and  general  business systems remain functional with the year 2000.
The  cost  thereof is not expected to exceed $20,000.  The Company's proprietary
software  programs were developed on year 2000 compliant platforms.  The Company
is  not dependent upon computer systems of any significant customers, vendors or
other  third  parties  in  the  course  of  normal  business.


      ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Pursuant  to  Item 305(e) of Regulation S-K, this Item is not applicable to
the  Company.


              ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  Company's  consolidated  financial statements for the year ended March
31,  1999  are  included  beginning  at  page  45.


     ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH  ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE

     On  June  15,  1998,  PricewaterhouseCoopers LLP, the Company's independent
accountant,  declined  to  stand  for  re-election  as the Company's independent
accountant  for the fiscal year ended March 31, 1998.  During the previous year,
there was no financial statement of the Company issued by PricewaterhouseCoopers
LLP  that  contained  an  adverse  opinion  or  a  disclaimer of opinion, or was
qualified  or modified as to uncertainty, audit scope, or accounting principles,
except  that  their  report  on the financial statements as of and for  the year
ended  March  31, 1997  included an explanatory paragraph expressing doubt as to
the  Company's  ability  to continue as a going concern.  The decision to change
accountants  was  not  recommended  or approved by any committee of the Board of
Directors,  or  by  the  Board  of  Directors.  Additionally,  there  were  no
disagreements  with  PricewaterhouseCoopers  LLP  on  any  matter  of accounting
principles  or  practices,  financial statement disclosure, or auditing scope or
procedure.

     On  August  18,  1998,  the company retained Hirsch Silberstein & Subelsky,
P.C.  as the Company's independent accountants to audit its financial statements
at,  and  for  the  years  ended,  March  31,  1998  and  March  31,  1999.


                                    PART III
            ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

<PAGE>
     The  following  table  sets  forth  certain information with respect to the
Company's  executive  officers  and  directors  as  of  June  30,  1999:

<TABLE>
<CAPTION>
NAME                      AGE                                  POSITION
------------------------  ---  ------------------------------------------------------------------------
<S>                       <C>  <C>
Bruce I. Lewis             59  Chief Executive Officer and Chairman of the Board of Directors

Jay S. Stulberg*           49  President, Chief Operating Officer, Chief Financial Officer and Director

Dr. H. Joseph Greenberg*   77  Director

Carl J. Corcoran*          62  Director

David G.R. Butler*         63  Director
<FN>
_______________________
*Nominee.
</TABLE>

     BRUCE  I.  LEWIS  has been the Chairman of the Board of Directors and Chief
Executive  Officer of Tracker U.S. since June 30, 1994, and President of Tracker
U.S.  from  August  12,  1995  to  December  22, 1998.  For the period from 1980
through  May 1990, Mr. Lewis was President and a Director of Albert Berg Limited
and  its  subsidiaries.  Albert  Berg  was  petitioned  into  bankruptcy  by its
creditors  in  May  1990.  From June 1988 to August 1990, he served as the Chief
Executive  Officer  of Cape Breton Chemical Corporation, a start-up PVC flexible
stretch wrap manufacturer.  From May 1990 through May 1993, Mr. Lewis was also a
consultant  to  various  companies  in  the  areas of management and acquisition
financing.  From  May  1993  until  its  dissolution in February 1998, Mr. Lewis
served  as the Chief Executive Officer and Chairman of the Board of Directors of
Tracker  Canada.  From  November  1997 to December 22, 1998, Mr. Lewis served as
interim  Chief  Financial  Officer.

     JAY  S. STULBERG has  been President, Chief  Operating  Officer  and  Chief
Financial  Officer  of  the Company and a Director of the Company since December
22,  1998  for  the  term  expiring  at the 2001 annual meeting of stockholders.
Since  February  1998,  Mr. Stulberg has been the sole shareholder, director and
officer  of  Global  Tracker  Corp.  Since  approximately 1984, Mr. Stulberg has
served on the Board of Directors of two privately held family holding companies.
From  1992  to  1994,  Mr.  Stulberg  served as the Controller (i.e., the Senior
Financial  Officer)  of  Enershare  Technology Corp.  From 1994 to mid-1996, Mr.
Stulberg  served  as  the  Group  Controller  of  Algorithmics,  Inc.

     H. JOSEPH GREENBERG has been  a Director  of the Company since December 22,
1998  for  a  term  expiring  at  the  1999  annual  meeting  of  stockholders.
Dr. Greenberg has engaged in the practice of medicine since his  graduation from
medical school in 1952. He has been a director  of  Genevest,  Inc. since  1993.

     CARL J. CORCORAN has been a Director of the Company since December 22, 1998
For a term expiring at the 2000 annual meeting of stockholders. Mr. Corcoran was
employed  by  IBM Corporation in various capacities from 1951 to 1988, including
General  Manager  of  Operations  of IBM Japan and President of IBM Canada.  Mr.
Corcoran is currently an officer and director of several family-held businesses,
including  Corcair  Farms,  Ltd.,  CorProperties,  Inc.,  Cor  Source  Water

<PAGE>
Corporation,  Corcorvest  Corporation  and  CJC  Bottling,  Ltd.  He  is  also a
director  of the Accessible Software Corporation, a publicly traded corporation,
and  A.A.B.  Building  Systems,  Inc.,  a  private  company.

     DAVID G. R. BUTLER has been  a  Director since December 22, 1998 for a term
expiring  at  the  2001 annual meeting of stockholders.  Mr. Butler is the chief
executive  officer  and  sole shareholder of Holiday Breaks International, Inc.,
which  offers stay-free hotel accommodations to companies as sales and marketing
incentives; MF Incentives, Inc., which offers travel coupons as sales incentives
for  manufacturers'  products;  and  Newfound Communications, Inc., which offers
premium  incentive promotions.  From 1978 until its sale in 1994, Mr. Butler was
the  sole  shareholder  and  chief executive officer of Marshall Fenn Limited, a
public  relations  and  advertising  agency.  At  Marshall  Fenn,  Mr.  Butler
established  several  affiliated  enterprises  referred  to as the Marshall Fenn
Group of Companies, including Holiday Breaks International, Inc., MF Incentives,
Inc.,  and  Newfound  Communications,  Inc.

CLASSIFICATION  OF  BOARD  OF  DIRECTORS

     Tracker  U.S.'s  Certificate  of  Incorporation and Bylaws provide that the
Board  of Directors is divided into three classes of directors, with the classes
to  be  as nearly equal in number as possible.  The Certificate of Incorporation
and Bylaws provide that approximately one-third of the directors of Tracker U.S.
will  continue  to  serve  until  the  1999  annual  meeting  of  stockholders,
approximately  one-third will continue to serve until the 2000 annual meeting of
stockholders,  and approximately one-third will continue to serve until the 2001
annual  meeting  of  stockholders.

     The  classification  of the Board of Directors would make it more difficult
for  stockholders  to change the composition of the Board of Directors and could
discourage  a  third  party  from  attempting  to obtain control of Tracker U.S.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     The  Executive  Committee  is comprised of Messrs. Lewis and Stulberg.  The
Audit  Committee,  comprised of Messrs. Butler and Stulberg, is responsible for:
(i)  reviewing  and  recommending  the  engagement  each  year  of the Company's
independent  auditors;  (ii)  consulting  with  the  independent auditors on the
adequacy  of  the  Company's  internal  controls;  (iii)  reviewing,  with  the
independent  auditors,  the  auditors'  reports  on  the  Company's  financial
statements;  and  (iv)  taking  such  other  steps  as the Audit Committee deems
necessary  to  carry out the normal functions of an audit committee.  The Ethics
Committee  is  comprised  of  Mr.  Corcoran  (Chairman)  and Dr. Greenberg.  The
Compensation  Committee,  which  is  comprised  of Messrs. Butler (Chairman) and
Corcoran,  is responsible for: (i) determining the compensation of the Company's
senior  officers;  (ii)  reviewing  recommendations  by  management  as  to  the
compensation  of  other  officers  and  key  personnel;  and  (iii)  reviewing
management's  succession  program.  Further,  the  Compensation  Committee
administers  the  Company's 1994 Stock Incentive Plan (the "1994 Plan") and 1998
Stock  Incentive  Plan  (the  "1998  Plan").

<PAGE>
SECTION  16A  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     The  Company does not have a class of equity securities registered pursuant
to Section 12 of the Exchange Act.  Accordingly, its directors, officers and 10%
beneficial  owners are not required to file reports pursuant to Section 16(a) of
the  Exchange  Act.


                        ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION  OF  DIRECTORS

     Non-employee  directors are paid $500 for attendance at each meeting of the
Board  of Directors or a committee meeting and an annual retainer of $10,000. In
addition,  non-employee  directors  are  eligible to receive options to purchase
shares  of the Company's Common Stock.  See "EXECUTIVE COMPENSATION - 1994 Stock
Incentive  Plan  -  Stock  Options  for  Non-employee  Directors."

COMPENSATION  OF  NAMED  EXECUTIVE  OFFICERS

The  following  table  provides  certain information concerning the compensation
earned  by the Company's Chief Executive Officer and to the other then-executive
officer who received compensation in excess of $100,000 for services rendered in
all  capacities to the Company for fiscal 1998 (the "Named Executive Officers").

<TABLE>
<CAPTION>
                              SUMMARY COMPENSATION TABLE

                                                              Long-Term Compensation
                                 Annual Compensation            Awards              Payouts
                             -------------------------  --------------------------  --------
                                                        Restricted    Securities                All Other
                                                           Stock      Under-Lying     LTIP    Compensation
Name and then-                Salary   Bonus    Other    Award(s)    Options/SARs   Payouts        ($)
Principal Position     Year    ($)      ($)    ($)(1)       ($)           (#)         ($)
---------------------  ----  --------  ------  -------  -----------  -------------  --------  ------------
<S>                    <C>   <C>       <C>     <C>      <C>          <C>            <C>       <C>
BRUCE I. LEWIS, CEO    1999         0               0       175,000      2,488,578
                       1998    43,750          10,000       131,250
                       1997   175,000          10,000
JAY S. STULBERG,
President, COO  & CFO  1999    40,000                        85,000      2,488,578
<FN>

(1)     $NIL  Automobile  allowance
</TABLE>

EMPLOYMENT  CONTRACTS,  TERMINATION  OF  EMPLOYMENT  AND  CHANGE  OF  CONTROL

     On  September  22,  1998,  the Company entered into an employment agreement
with Mr. Lewis, pursuant to which Mr. Lewis serves as President, Chief Executive
Officer  and Chief Operating Officer of the Company.  The agreement provides for
an  annual  base  salary  of $175,000, with increases of $37,500 each year based
upon  certain performance criteria beginning April 1, 2000, a maximum automobile
allowance  of  $10,000  and  eligibility  for  discretionary  bonuses.

<PAGE>
     The  agreement  for  Mr.  Lewis has an initial term of three years with one
year  renewal  terms  thereafter,  and  provides for the payment of a relocation
allowance  equal  to the lesser of the actual relocation expenses or $25,000 per
each  occurrence.  The  agreement  provides  that  Mr.  Lewis  is  entitled  to
participate  in  any stock option, stock purchase, annual bonus, pension, profit
sharing, life insurance and medical benefit plans and such other fringe benefits
that  may  be  applicable  to  the  Company's  senior  executive  employees.

     If  Mr.  Lewis'  employment  is  terminated  by  the  Company for cause (as
defined  in  the  employment  agreement)  or by Mr. Lewis  for any reason (other
than  for  good  reason  (also  as  defined)), Mr. Lewis will be entitled to his
compensation  through the date of termination.  If, prior to a change of control
of the Company (as defined), employment is terminated due to Mr. Lewis' death or
disability, by the Company other than for cause or by Mr. Lewis for good reason,
Mr.  Lewis  would  be  entitled  to receive all compensation through the date of
termination, plus the continuation of base salary for the greater of one year or
the  remainder  of  the  term  of  the agreement.  In addition, the Company will
maintain  for  Mr.  Lewis  for  12  months,  or, if earlier, through the date he
obtains  alternative employment, his participation in the employee benefit plans
of  the  Company  in  which  he  was  eligible to participate immediately before
termination,  to  the  extent  permissible  under such plans.  Mr. Lewis (or his
legal  representative)  also  will  have  the right to exercise all vested stock
options  outstanding  at  the  termination  date  in  accordance  with the plans
governing  those  options.  The  Company will use its best efforts to remove the
restrictions from any restricted stock held by Mr. Lewis at termination.  If Mr.
Lewis'  employment  is  terminated  after  a  change  of  control, either by the
executive  for  good reason or by the Company without cause, he will receive all
the  benefits he would have received for such a termination prior to a change of
control,  and  all  unvested  stock options held by him shall become immediately
fully vested.  Payments made in conjunction with a change of control are limited
to  an  amount that will not result in either a loss of the income tax deduction
of  the  Company under Internal Revenue Code Section 280G or an excise tax under
Code  Section  4999.

1994  STOCK  INCENTIVE  PLAN

     GENERAL.  On  June  30,  1994,  the  stockholders  approved  the 1994 Stock
Incentive  Plan  and  on  November 1, 1995 and August 22, 1997, the stockholders
approved  certain amendments to the 1994 Stock Incentive Plan (collectively, the
"1994  Plan").  The  1994  Plan  is  intended to enable Tracker U.S. to attract,
retain  and motivate officers, other key employees and non-employee directors of
and  consultants to Tracker U.S. and to provide such persons with incentives and
rewards  for  superior  performance more directly linked to profitability of the
Company's business and increases in stockholder value.  Individuals are selected
for  participation  in the 1994 Plan by a Compensation Committee of the Board of
Directors  (the  "Committee").  An aggregate of 6,250,000 shares of Common Stock
have  been  reserved  for issuance under the 1994 Plan, subject to adjustment in
the  event  of a stock split, stock dividend or other change in the Common Stock
or  the  capital  structure of Tracker U.S.  The total number of persons who may
receive  grants  under  the  1994  Plan  is  estimated  by  Tracker  U.S.  to be
approximately  twelve  (12).  The total number of non-employee directors who may
receive  grants  under  the  1994  Plan  is  three  (3).  Options  that  expire
unexercised  may  again  be  issued under the 1994 Plan subject to the foregoing
limitations.  The  1994  Plan  is  administered  by the Committee, which has the
exclusive  power  to determine whether to grant, and the terms and conditions of
any  grant  of,  stock  options,  stock appreciation rights, performance shares,

<PAGE>
performance  units,  restricted shares or deferred shares to participants and to
resolve  all questions relating to the administration of the 1994 Plan.  Members
of  the  Committee  are  not eligible to receive grants or awards under the 1994
Plan  other than the automatic grants to non-employee directors.  See "EXECUTIVE
COMPENSATION  -  1994  Stock  Incentive  Plan - - Stock Options for Non-Employee
Directors."

     STOCK  OPTIONS.  Under  the  1994  Plan, the Committee may grant options to
purchase  shares  of  Common  Stock,  including options qualifying as "incentive
stock  options"  under  Section  422  of  the  Internal Revenue Code of 1986, as
amended (the "Code"), to employees as additional compensation for their services
to  Tracker  U.S.  Options may be granted prior to termination of the 1994 Plan,
which will occur on the earlier of June 29, 2004 or the date on which all awards
available  for  issuance in the last year of the 1994 Plan will have been issued
or  canceled.  Options granted are subject to adjustment in the event of a stock
split,  stock  dividend  or  other  change  in  the  Common Stock or the capital
structure  of  Tracker  U.S.

     Options  are  exercisable  over such period as determined by the Committee,
but  no incentive stock option may be exercised after ten years from the date of
grant.  However, the option term of incentive stock options which are granted to
holders of ten percent or more of Tracker U.S.'s combined voting power shall not
exceed  five  years  from  the  date  of  grant.  Options  may be exercisable in
installments  as  determined  by  the  Committee  and  are  evidenced  by option
agreements.  No  option  may be transferred other than by will or by the laws of
descent  and  distribution.  Options  generally  cannot  be  exercised after the
termination  of  service,  except  under  certain  circumstances  where  such
termination  of  service  is  with  the  consent  of  the  Committee  or  due to
retirement,  disability  or  death, in which event the Committee (subject in any
case to the foregoing limitation on the maximum term of incentive stock options)
may  take any action it deems equitable or in the best interests of Tracker U.S.
The  purchase  price of Common Stock subject to an incentive stock option cannot
be  less  than 100% of the fair market value of such Common Stock on the date of
grant.  The  purchase price of Common Stock subject to a nonqualified option may
be  less  than,  equal  to  or greater than the fair market value of such Common
Stock  on  the  date  of grant.  However, if any individual to whom an incentive
stock  option  is  granted  is  the  owner of stock (as determined under Section
424(d) of the Code) possessing 10% or more of the total combined voting power of
all classes of Stock of Tracker U.S. or any subsidiary of Tracker U.S., then the
purchase price per share shall not be less than 110% of the fair market value of
such  Common  Stock  on  the  date  of  grant.  The option price may be due upon
exercise of the option and may be paid in cash, check, shares of Common Stock or
other consideration acceptable to the Committee (including restricted stock), or
may  be  deferred  through  a  sale  and  remittance  procedure  with  a
Company-designated  brokerage  firm.  Grants  may also provide for reload option
rights  upon  the exercise of options, provided that the term of any such reload
option  will  not  extend  beyond  the  term of the option originally exercised.
During  the  fiscal  year  ended  March  31, 1999, options for 5,377,157 shares,
vesting  over  a  three-year  period,  were  granted  at  fair  market  value.

     APPRECIATION  RIGHTS.  The  Committee may also grant appreciation rights in
tandem  with  an  option  or  freestanding  and  unrelated  to  an  option.  An
appreciation  right  entitles  the  participant  to receive from Tracker U.S. an
amount  payable  in  cash,  shares  of Common Stock or a combination of cash and
Common Stock equal to the positive difference between the fair market value of a
share  of  Common Stock on the date of exercise and the appreciation right grant
price,  subject  to  any  ceiling  that  may  be  imposed by the Committee.  The

<PAGE>
Committee may specify that a grant of an appreciation right: (i) is subject to a
waiting  period  before  becoming  exercisable;  (ii)  may  be  exercised within
specified periods of time; or (iii) may be exercised only upon the occurrence of
certain  events, including a Change of Control (as defined below) or a Corporate
Transaction  (as  defined  below).  Additionally,  with  respect  to  a  tandem
appreciation  right,  the Committee may provide that such right may be exercised
only when the related option, or similar right, is exercisable and the per share
market  value  of  Tracker  U.S.'s  Common  Stock on the date of exercise of the
appreciation  right  exceeds  the  exercise  price  of  the  related  option.

     PERFORMANCE  SHARES  AND  PERFORMANCE  UNITS.  Performance  shares  and
performance  units  entitle  the participant to receive cash or shares of Common
Stock,  or  a  combination  thereof,  based  upon  the  degree of achievement of
pre-established  management objectives over a pre-established performance period
determined  by  the  Committee  in its discretion.  The Committee may adjust the
management  objectives, and the related minimum acceptable level of achievement,
after  the  date  of  grant to avoid distortion that would otherwise result from
events  not  related  to the performance of the participants occurring after the
date  of  grant.  Management  objectives  are  fixed  by  the  Committee  in its
discretion  on  the  basis of such criteria and to accomplish such objectives as
the  Committee  may  select.  The Committee has sole discretion to determine the
participants  eligible for performance shares or performance units, the duration
of each performance period, the value of each performance unit and the number of
shares  or  units  earned on the basis of Tracker U.S.'s performance relative to
the established objectives.  At the end of the performance period, the Committee
will  determine  the  number of performance shares and the number of performance
units  which  have  been  earned  on  the basis of Tracker U.S.'s performance in
relation  to  the  performance  objectives.  Generally, a participant must be an
employee  at the end of the performance period to receive the performance shares
or  units;  provided,  however,  that  if the participant dies, retires, becomes
disabled  or  ceases  to  be an employee prior to the end of the period with the
Committee's  consent, and in certain other circumstances, the Committee may take
any  action  it  deems  equitable  or  in  the  best  interests  of Tracker U.S.

     RESTRICTED  STOCK.  A  grant  of  restricted  stock consists of a specified
number  of  shares  of  Common  Stock  that  is  contingently awarded in amounts
determined  by  the Committee and is subject to forfeiture to Tracker U.S. under
such  conditions  and at such times as the Committee may determine.  An employee
who  has  been awarded restricted shares may vote and receive dividends, if any,
on  restricted  shares,  but may not sell, assign, transfer, pledge or otherwise
encumber  restricted  shares  during  the restricted period.  If a participant's
employment  ceases  prior  to  the  end of the restricted period either with the
consent  of  Tracker  U.S.  or  upon  the occurrence of his death, disability or
retirement,  the  restrictions  may lapse with respect to some portion or all of
the  restricted  stock  as  determined  by  the  Committee.  If  a participant's
employment  terminates  prior  to the end of the restricted period for any other
reason,  all  of  the  participant's  restricted shares and restricted units are
forfeited.  Grants  may  be without additional consideration or in consideration
of  a  payment by the participant that is less than the fair market value of the
restricted  stock  on  the  grant  date.

<PAGE>
     DEFERRED  SHARES.  The  Committee may grant deferred shares to participants
under  the  1994 Plan.  Each grant or sale of deferred shares will be subject to
the  fulfillment of conditions and a deferral period specified by the Committee.
During  the  deferral period, the participant will have no right to transfer the
award,  no  right  of ownership in the deferred shares, and no right to vote the
deferred  shares.  The  Committee,  however,  may  authorize payment of dividend
equivalents  on the deferred shares in cash or shares of Common Stock of Tracker
U.S.  on  a  current,  deferred or contingent basis.  Grants may be made without
additional  consideration  or  in  consideration of a payment by the participant
that  is  less  than  the  fair  market  value  on  the  grant  date.

     STOCK  OPTIONS  FOR  NON-EMPLOYEE  DIRECTORS.  Under  the  1994  Plan  as
originally  adopted, each non-employee director elected or appointed on or after
the effective date of the 1994 Plan was, upon election, automatically granted an
option  to  purchase  10,000  shares of Common Stock.  The price per share to be
paid at the time such option is exercised by a non-employee director equals 100%
of  the  fair  market  value of the Common Stock on the date of the grant of the
option.  The  1994  Plan provides that options granted to non-employee directors
have  a  maximum  term  of  ten  years  and  are  exercisable  ratably in annual
installments  over  three  years.  The  option price is due upon exercise of the
option  and  may  be  paid  in  cash,  check,  shares  of  Common Stock or other
consideration  acceptable to the Committee or may be deferred through a sale and
remittance  procedure  with  a  Company-designated  brokerage firm.  All options
granted to a non-employee director who dies or becomes disabled while serving as
a  director  will  become  immediately and fully exercisable at the time of such
termination  of  service  as a director, and all of his options may be exercised
within  twelve months after such cessation of service.  If a former non-employee
director  should  die  within  six  months after cessation of Board service, the
personal  representative  of  such  former  director's estate may exercise those
options  in  which  the  former  director  was vested at the time of death for a
twelve  month  period  following  the  death  of  the  former  director.  If  a
non-employee  director's  service  terminates  for  any  reason other than those
stated  above,  options  which  are  not  then  exercisable will be canceled and
options  which  are  then  exercisable  may  be exercised at any time within six
months  after  the  date  of such termination (but not later than the expiration
date  of the respective options).  All options granted to non-employee directors
vest  immediately upon a "Change of Control" of Tracker U.S. (as defined below).
The portion of the 1994 Plan applicable to non-employee directors is designed to
be  self-executing.

     The amendments to the 1994 Plan approved by the stockholders on November 1,
1995  provide  for  automatic stock option grants for 10,000 shares each year to
Eligible  Directors  (defined below).  This Automatic Option Grant Program would
be  limited  to those persons who serve as non-employee members of the Board and
who  do  not  beneficially  own,  directly  or  indirectly,  or  represent  any
stockholder  that beneficially owns, directly or indirectly, more than 5% of the
Company's  Common  Stock  outstanding  from time to time ("Eligible Directors").
Each  individual  who  first  becomes  an  Eligible  Director  after the date of
approval  of  the  amendment  to  the  1994  Plan  by  the  stockholders  would
automatically  be  granted  a  nonqualified  option to purchase 10,000 shares of
Common  Stock.  On  every  anniversary  (after December 31, 1995) of his initial
election  or appointment, each person who is at that time serving as an Eligible
Director would automatically be granted a nonqualified option to purchase 10,000
shares  of  Common  Stock.  There  would  be no limit on the number of automatic

<PAGE>
option  grants  that  any one Eligible Director may receive.  In addition to the
amendment  to  the  automatic  grant provisions, the amendments to the 1994 Plan
provide  that  the  exercise price of options granted pursuant to such automatic
grants  would  be  reduced to a price 25% below the average trading price of the
Company's  Common Stock for the 30 days immediately prior to the grant date.  On
December  22,  1999,  options  were  granted  to  the  Company's  three  outside
directors.

     CHANGE OF CONTROL; CORPORATE TRANSACTIONS. The Committee has the discretion
to  accelerate  benefits under the 1994 Plan in the event of a Change of Control
or  a  Corporate  Transaction.

     Under  the  1994  Plan,  "Change  of  Control"  is a change in ownership or
control  of  Tracker U.S. effected through either of the following transactions:

a.     the  direct  or  indirect  acquisition  by any person or related group of
persons  (other  than  Tracker  U.S.  or  a  person  that directly or indirectly
controls,  is  controlled  by, or is under common control with, Tracker U.S.) of
beneficial  ownership  (within the meaning of Rule 13d-3 of the Exchange Act) of
securities  possessing  more  than 50% of the total combined voting power of the
outstanding  securities  of  Tracker U.S. pursuant to a tender or exchange offer
made  directly to Tracker U.S.'s stockholders or other transaction, in each case
which  the  Board does not recommend that Tracker U.S.'s stockholders accept; or

b.     a  change in the composition of the Board over a period of 36 consecutive
months or less such that a majority of the Board members (rounded up to the next
whole  number)  ceases,  by  reason of one or more contested elections for Board
membership,  to  be  comprised  of  individuals  who  either (i) have been Board
members  continuously  since  the  beginning  of  such  period or (ii) have been
elected  or  nominated  for  election  as Board members during such period by at
least  a majority of the Board members described in clause (i) who were still in
office  at  the  time  such  election  or  nomination was approved by the Board.

     Under  the  1994  Plan,  "Corporate Transaction" means any of the following
stockholder-approved  transactions  to  which  Tracker  U.S.  is  a  party:

a.     a  merger  or  consolidation  in  which Tracker U.S. is not the surviving
entity, except for a transaction the principal purpose of which is to change the
state  in  which  Tracker  U.S.  is  incorporated;

b.     the  sale,  transfer  or other disposition of all or substantially all of
the  assets  of  Tracker  U.S. in complete liquidation or dissolution of Tracker
U.S.;  or

c.     any  reverse  merger in which Tracker U.S. is the surviving entity but in
which  securities possessing more than 50% of the total combined voting power of
the  outstanding  securities  of  Tracker  U.S.  are  transferred to a person or
persons different from the persons holding those securities immediately prior to
such  merger.

     TERMINATION, AMENDMENT AND ACCELERATION.  The Board of Directors of Tracker
U.S.  may  amend,  suspend  or  terminate the 1994 Plan at any time, but no such
action  may  in  any  way  impair  the rights of recipients under any options or
shares  of  restricted  stock previously granted or any agreement executed under
the  1994  Plan.  Further, no amendment may increase the total number of shares,
appreciation  rights  or performance units (or shares) which may be issued under
the  1994 Plan, reduce the minimum purchase price for shares subject to options,
extend  the  maximum  period during which options may be exercised or change the
employees  eligible  to  participate  in  the  plan  without the approval of the
holders  of  a  majority  of  the shares of Tracker U.S. Common Stock present or
represented  at  a  meeting  duly  called  and  held for such purpose; provided,
however, that such shareholder approval is required only to the extent that Rule
16b-3,  as  promulgated  by  the  Securities  and  Exchange Commission under the
Exchange  Act,  requires  the  approval  of the stockholders of a company of any
material  amendment  to  any  employee  benefit  plan  of  such  company.

     LOAN PROGRAM.  The Committee may, in its discretion, permit Tracker U.S. to
finance  the  exercise  of  Company  options and the payment of related taxes by
means  of  loans to the participants.  The Committee may also allow participants
to pay the exercise price or purchase price in installments or may authorize the
payment  of  a  cash  bonus to allow participants to exercise options and rights
under  the  1994  Plan.  Each  loan will be evidenced by a promissory note to be
entered  into  by the participant in favor of Tracker U.S.  Each loan, including
extensions,  will  be  on  such  terms  as  the  Committee determines.  Loans or
installment  payments  may be authorized with or without security or collateral.
The  maximum  credit  available  will  be  the exercise or purchase price of the
acquired  shares  (less  the  par value of the shares) plus any related federal,
state  and  local income and employment tax liability, subject to any applicable
margin  borrowing  limitation.  The  Committee also has the authority to forgive
all  or  a  portion  of  the  borrower's  indebtedness in circumstances it deems
appropriate;  provided, however, that the Committee may not forgive that portion
of  a  loan  owed  to  cover  par  value.

     RESTRICTIONS  ON  GRANTS OF OPTIONS.  The Company will not grant options in
excess  of  20%  of  the  outstanding shares to directors, officers or employees
unless  ratified  or  approved  by  a  majority  of  the shareholders, excluding
directors, officers, employees and their spouses.  Further, the Company will not
grant  options  to  directors, officers or employees with an exercise price less
than  85%  of fair market value on the date of grant unless ratified or approved
by  a majority of the shareholders, excluding directors, officers, employees and
their  spouses.

     REGISTRATION.  Tracker  U.S.  plans  to  file  a  registration statement to
register  the  shares of Common Stock reserved for issuance under the 1994 Plan.
Shares  issued  upon  exercise  of  outstanding stock options and sold after the
effective  date  of  any such registration statement generally will be available
for  resale  in  the  public  market.

CASH  BONUS  ARRANGEMENT

     Tracker  U.S.'s  Discretionary  Cash  Bonus  Arrangement  (the  "Cash Bonus
Arrangement") is designed to provide a mechanism to allow specified employees to
share  in  the profits of Tracker U.S. Employees of Tracker U.S. who customarily
work  at  least  35  hours  per  week  and  have  been  employed for at least 12
consecutive  months,  and  have  been  designated  for  participation  by  the

<PAGE>
Compensation Committee are eligible to receive cash bonuses under the Cash Bonus
Arrangement.  Tracker  U.S.  estimates  that  approximately  six  employees  are
eligible  to participate in the Cash Bonus Arrangement.  Bonuses may be based on
merit, production or other individualized criteria, or may be paid based on each
Eligible  Employee's  (as  defined in the 1994 Plan) assigned portion of a bonus
pool  established  in  the discretion of the Compensation Committee.  If bonuses
are  to be paid based on a bonus pool, the Compensation Committee will determine
the criteria upon which the amount of each year's bonus pool will be based prior
to  the  beginning  of  any  such  year.  The Committee may also divide Eligible
Employees  into  classes  and  may designate the portion of any bonus pool to be
assigned  to  each  such class.  Any bonuses will be paid not later than 45 days
after  the  end  of  the fiscal year for which the bonus is awarded.  No bonuses
have  been  paid  yet  under  the  Cash  Bonus  Arrangement.

1999  STOCK  WAGE  AND  FEE  PAYMENT  PLAN

     The  Company's Board of Directors adopted a 1999 Stock Wage and Fee Payment
Plan  (the "1999 Wage Plan") on December 22, 1999.  The purpose of the 1999 Wage
Plan  was  to  retain  and  motivate  participants  in the 1999 Wage Plan and to
provide  them  with  incentives  and  rewards  more  directly  linked  to  the
profitability  of  the  Company's  business  and increases in stockholder value.

     Nine  employees  and three consultants of the Company were eligible to, and
elected  to,  participate  in the 1999 Wage Plan.  Under the 1999 Wage Plan, the
participants  agreed  to  receive  an  aggregate  of  13,175,996  shares  of the
Company's  Common Stock in lieu of certain wage payments or fees.  The number of
shares  granted  to  the participants was based upon a price per share of Common
Stock  of  $.06.  The  Company  registered the shares issued under the 1999 Wage
Plan  under  the  Securities  Act.

    ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership  of  the  Common Stock as of June 30, 1999 by (i) each person known to
the  Company  to  own beneficially more than 5% of the total voting stock of the
Company,  (ii)  the  Chief Executive Officer and the other executive officers of
the Company named in the Summary Compensation Table, (iii) each of the Company's
directors,  and  (iv)  all  directors  and  officers  of the Company as a group.
Except  as  otherwise  indicated  below,  to  the  knowledge of the Company, all
persons listed below have sole voting and investment power with respect to their
shares of Common Stock, except to the extent that authority is shared by spouses
under  applicable law.  The Common Stock is the only outstanding class of equity
securities  of  Tracker  U.S.  As of June 30, 1999, there were approximately 355
record  holders  of  Common  Stock.

<PAGE>
<TABLE>
<CAPTION>
                                     Number of
                                     Shares of    Total Number   Percentage of
Beneficial Owner                    Common Stock  Of Shares (1)   Total Number
----------------------------------  ------------  -------------  --------------
<S>                                 <C>           <C>            <C>
Bruce I. Lewis                         3,415,303      3,415,303           6.65%
180 Dundas Street W., Suite 1505
Toronto, Ontario
Canada M5G 1Z8

Jay S, Stulberg                          956,383        956,383           1.86%
180 Dundas Street W., Suite 1505
Toronto, Ontario
Canada  M5G 1Z8

H. Joseph Greenberg, M.D.                207,122        207,122            0.4%
180 Dundas Street W., Suite 1505
Toronto, Ontario
Canada  M5G 1Z8

Executive Officers and Directors       4,578,808      4,578,808           8.91%
as a group, including those named
above (five  persons)
<FN>
(1)     Percentage  of ownership is based upon 50,378,579 issued and outstanding
shares  of  Common  Stock  beneficially  owned  on  June  30,  1999,  including
currently  exercisable  warrants  to  purchase  750,000  shares of Common Stock,
currently  exercisable  options  to  purchase 40,000 shares of Common Stock, and
200,000  shares  reserved  for  issuance  under  the  Toda  Option.
</TABLE>

<TABLE>
<CAPTION>
                                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                                      Potential Realizable Value At  Alternative to
                                                                      Assumed Annual Rates of Stock  (f) and (g)
                                                                      Price Appreciation For Option   Grant Date
                                                                      INDIVIDUAL GRANTSTerm             Value
                                    Percent Of
                     Number of         Total
                     Securities      Options/
                     Underlying    SARs Granted    Exercise of                                      Grant Date
                    Option/SARs    To Employees     Base Price   Expiration                        Present Value
NAME                Granted (#)   In Fiscal Year      ($/Sh)        Date       5% ($)   10% ($)          $
(A)                     (b)             (c)            (d)           (e)        (f)       (g)           (h)
<S>                 <C>           <C>              <C>           <C>          <C>       <C>       <C>
Bruce I. Lewis(1)      2,488,578            46.3%          .075         2003    51,566    62,909

Jay S. Stulberg(2)     2,488,578            46.3%          .075         2008   117,379   131,856
<FN>

(1)  Incentive  stock  option  granted  for  a five year term exercisable sequentially in two annual installments
beginning  January  2000,  and  fully  vesting  beginning  January  2001.

(2)  Incentive  stock  option  granted  for  a  ten year term exercisable sequentially in two annual installments
beginning  January  2000,  and  fully  vesting  beginning  January  2001.
</TABLE>

<PAGE>
            ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS  WITH  MANAGEMENT

     The  Company  has  entered  into employment agreements containing severance
arrangements  with  certain of its executive officers, which provide for payment
under  certain  circumstances  to  each  officer  of  compensation  through  the
remainder  of  the  terms  of  the  agreements.  See  "EXECUTIVE  COMPENSATION -
Employment  Contracts,  Termination  of  Employment  and Change of Control." The
Company's  Certificate  of Incorporation and By-laws provide for indemnification
of  all  Directors  and  officers.  In  addition,  each  Director nominee of the
Company, when elected, will enter into a separate indemnification agreement with
the  Company.

     The  Company  has  agreed with certain state regulatory authorities that so
long as the Company's securities are registered in such states, the Company will
not make loans to its officers, directors, employees, or principal stockholders,
except  for  loans  made  in  the  ordinary  course  of business, such as travel
advances,  expense  account  advances, relocation advances, or reasonable salary
advances.

     Further,  all  future  transactions  between  the Company and its executive
officers,  Directors,  employees,  5% stockholders and affiliates (including for
example  future  loans  and  any  forgiveness  of  loans,  none  of  which  is
contemplated)  will be subject to the approval of a majority of the independent,
disinterested  members  of  the  Board  of  Directors.  In addition, such future
transactions  will  be for bona fide business purposes and will be on terms that
are  no  less  favorable to the Company than those that could be negotiated with
unaffiliated  parties.

GLOBAL  TRACKER

     In  February  1998,  Global Tracker Corporation, a newly organized Ontario,
Canada  corporation,  acquired substantially all of the assets of Tracker Canada
in  a  bankruptcy  proceeding.  Jay  S.  Stulberg, the Company's Chief Financial
Officer  and  Director , is the sole shareholder, officer and Director of Global
Tracker.  Following  the bankruptcy proceeding, Global Tracker made available to
the Company the assets formerly owned by Tracker Canada to permit the Company to
carry  on  Tracker  Canada's  business.  Since February 1998, Global Tracker has
expended  approximately  $750,000 to support Tracker U.S.'s business operations.
Bruce  I.  Lewis,  the  Company's  Chief  Executive Officer, has provided Global
Tracker  with  approximately  $600,000  with  which to purchase Tracker Canada's
assets  and  operate  Global  Tracker.  Under  a  license  agreement with Global
Tracker,  the  Company  will  pay  Global  Tracker  a  12%  gross royalty on its
salesSee "BUSINESS - Background - Global Tracker," and "DIRECTORS AND EXECUTIVE
OFFICERS  OF  REGISTRANT."

<PAGE>
                                     PART IV

   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

A.     THE  FOLLOWING  FINANCIAL  STATEMENTS  ARE INCLUDED IMMEDIATELY FOLLOWING
THIS  REPORT:

1.   Financial  Statements
                                                                       Page  No.
                                                                        --------
     Independent  Auditor's  Report                                       F-1
     Report  of  Independent  Accountants                                 F-2
     Consolidated  Balance  Sheet                                         F-3
     Consolidated  Statement  of  Operations                              F-4
     Consolidated  Statement  of  Cash  Flows                             F-5
     Consolidated  Statement  of  Shareholders'  Equity  (Deficit)        F-6
     Notes  to  Financial  Statements                                     F-10

2.  Financial  Statement  Schedules

                                    - None -

3.  See  (c)  for  exhibits  filed  as  part  of  this  report


B.  REPORTS  ON  FORM  8-K

C.  EXHIBITS

<TABLE>
<CAPTION>
   NUMBER     DESCRIPTION
------------  --------------------------------------------------------------------------------
<C>           <S>

2.1++++       Reorganization Agreement Among Ultra Capital Corp. (the predecessor of the
              Registrant), Jeff W. Holmes, R. Kirk Blosch and the Tracker Corporation dated
              May 26, 1994, as amended by Amendment Number One dated June 16, 1994,
              Amendment Number Two dated June 24, 1994, and Amendment Number Three
              dated June 30, 1994, Extension of Closing dated June 23, 1994, and July 11,
              1994 letter agreement.

2.2++++       Agreement and Plan of Merger dated July 1, 1994 between Ultra Capital Corp.
              (the predecessor of the Registrant) and the Registrant

3.1++++       Certificate of Incorporation, as corrected by Certificate of Correction of
              Certificate of Incorporation dated March 27, 1995, and as amended by
              Certificate of Amendment to the Certificate of Incorporation dated November 1,
              1995, and Certificate of Designation of Rights, Preferences and Privileges of
              1,000.00 6% Cumulative Convertible Preferred Stock of the Registrant dated
              April 19, 1996

<PAGE>
3.2++++       Bylaws

4.1++++       Specimen Common Stock Certificate

9.1++++       Agreement dated December 21, 1993 among 1046523 Ontario Limited, Gregg
              C. Johnson and Bruce Lewis

9.2++++       Right of First Refusal, Co-Sale and Voting Agreement dated March 14, 1994
              between The Tracker Corporation, Stalia Holdings B.V., I. Bruce Lewis, MJG
              Management Accounting Services Ltd., Spire Consulting Group, Inc., 1046523
              Ontario Limited, Mark J. Gertzbein, Gregg C. Johnson and Jonathan B. Lewis,
              as confirmed by letter dated June 22, 1994 and Agreement dated July 1994

10.1++++      1994 Stock Incentive Plan of the Registrant, as amended by Amendment No. 1
              to the 1994 Stock Incentive Plan

10.2++++      Discretionary Cash Bonus Arrangement of the Registrant

10.3++++      Form of Indemnification Agreement entered into between the Registrant and
              each of its Directors

10.4++++      Employment Agreement dated June 30, 1994 between the Registrant and I.
              Bruce Lewis, as amended by Amendment to Employment Agreement dated July
              12, 1995

10.5++++      Employment Agreement dated June 30, 1994 between the Registrant and Mark
              J. Gertzbein, as amended by Amendment to Employment Agreement dated July
              12, 1995

10.6++        Marketing Agreement between the Registrant and The L.L. Knickerbocker
              Company, Inc. dated March 15, 1995

10.8++++      Corporate Relations Agreement dated February 24, 1994 between Corporate
              Relations Group, Inc. and The Tracker Corporation, as amended by letter
              agreement dated January 16, 1995 and by Amendment to Corporate Relations
              and Marketing Agreement dated June 22, 1995

10.9++++      Consulting arrangement with Gregg C. Johnson effective August 12, 1995

<PAGE>
10.10++++     Right of First Refusal, Co-Sale and Voting Agreement dated March 14, 1994
              between The Tracker Corporation, Stalia Holdings B.V., I. Bruce Lewis, MJG
              Management Accounting Services Ltd., Spire Consulting Group, Inc., 1046523
              Ontario Limited, Mark J. Gertzbein, Gregg C. Johnson and Jonathan B. Lewis,
              as confirmed by letter dated June 22, 1994 and Agreement dated July 1994
              (contained in Exhibit 9.2)

10.11         Stock Option Agreement dated March 14, 1994 between The Tracker
              Corporation and Stalia Holdings B.V., as confirmed by letter dated June 22,
              1994

10.18++++     Letter agreement dated October 5, 1993 between The Tracker Corporation and
              Symbol Technologies, Inc., as amended by letter from The Tracker Corporation
              to Symbol Technologies Canada, Inc. dated November 23, 1995, and letter from
              Symbol Technologies Canada, Inc. to The Tracker Corporation dated November
              27, 1995

10.19++++     Assignment World-Wide dated May 12, 1994 from I. Bruce Lewis to the
              Tracker Corporation

10.20++++     Exchange Agency and Trust Agreement dated July 12, 1994 among Ultra
              Capital Corp. (the predecessor of the Registrant), The Tracker Corporation and
              Montreal Trust Company of Canada

10.21++++     Guarantee Agreement dated July 12, 1994 between Ultra Capital Corp. (the
              predecessor of the Registrant) and The Tracker Corporation

10.22++++     1995 Stock Wage and Fee Payment Agreement

10.23++++     Agreement dated August 10, 1995 between The L.L. Knickerbocker Company,
              Inc. and the Registrant

10.24+++      Share Purchase Agreement dated July 29, 1994 among The Tracker
              Corporation, Page-Direct Ltd., Marc Bombenon, Marc Bombenon Enterprises
              Ltd. and 614593 Alberta Ltd.

10.25++++     General Release dated June 15, 1995 among The Tracker Corporation, 614593
              Alberta Ltd., 1069232 Ontario Inc., Gowling, Strathy & Henderson, Page-Direct
              Ltd., Marc Bombenon Enterprises Ltd. and Mark Bombenon.

10.26+++++    Agreement Between The International Association of Chiefs of Police and The
              Tracker Corporation dated February 13, 1996

<PAGE>
10.30+++++    Letter agreement dated March 22, 1996 between The Tracker Corporation and
              Sony of Canada Ltd.

10.31+++++    Lead Generation/Corporate Relations Agreement dated November 20, 1995
              between The Tracker Corporation and Corporate Relations Group, Inc., as
              amended by Amendment to the Marketing Agreement between the Registrant
              and Corporate Relations Group, Inc. dated December 5, 1995

10.33+++++    Services Agreement and Registration Rights Agreement and Options
              Agreement dated July 10, 1996 between the Registrant and Merchant Partners,
              L.P.

10.34++++++   Exclusive Agent License Agreement dated April 4, 1997 between The Tracker
              Corporation of America and Executive Trading Ltd.

10.35++++++   Agreement dated May 15, 1997 between The Tracker Corporation and Liberty
              Health.

10.36++++++   Agreement dated May 22, 1997 between The Tracker Corporation of America
              and Schwinn Cycling & Fitness Inc.

10.37         Modification Agreement dated May 27, 1997 between The Tracker Corporation
              of America, Saturn Investments, Inc., The Tracker Corporation, I. Bruce Lewis,
              Mark J. Gertzbein, and Jonathan B. Lewis.

10.38+++++++  Agreement dated July 1, 1998 between The Global Tracker Corporation and
              Warrantech Additive, Inc.

10.39+++++++  License Agreement dated as of July 30, 1998 between The Global Tracker
              Corporation and the Tracker Corporation of America, Inc.

10.40+++++++  Employment Agreement dated September 24, 1996 between I. Bruce Lewis and
              The Tracker Corporation of America, Inc.

10.41         Employment Agreement dated December 18, 1998 between Bruce I. Lewis and
              The Tracker Corporation of America

10.42         Employment Agreement dated December 18, 1998 between Jay S. Stulberg and
              The Tracker Corporation of America

10.43         Letter Agreement dated May 18, 1999 between Symbol Technologies, Inc. and
              The Tracker Corporation of America

21.1++++      List of subsidiaries of the Registrant

<PAGE>
23+++++++     Consent of Independent Accountants

27.1+++++++   Financial Data Schedule, Fiscal Year Ended March 31, 1998
27.2+++++++   Financial Data Schedule, Fiscal Year Ended March 31, 1997 - Restated
27.3          Financial Data Schedule, Fiscal Year Ended March 31, 1999


+             Incorporated by reference from the Registrant's Current Report on Form 8-K
              dated July 12, 1994.

++            Incorporated by reference from the Registrant's Current Report on Form 8-KA
              dated February 28, 1995 (filed March 15, 1995).

+++           Incorporated by reference from the Registrant's Current Report on Form 8-K
              dated July 29, 1994 (filed August 12, 1994).

++++          Incorporated by reference from the Registrant's Registration Statement on Form
              S-1 (No. 33-99686).

+++++         Incorporated by reference from the Registrant's Annual Report on Form 10-K
              dated March 31, 1996 (filed July 15, 1996).

++++++        Incorporated by reference from the Registrant's Annual Report on Form 10-K
              dated March 31, 1997 (filed July 3, 1997).

+++++++       Incorporated by reference from the Registrant's Annual Report on Form 10-K
              dated March 31, 1998 (filed November 4, 1998).
</TABLE>

<PAGE>
ITEM  15.  SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act of 1934, as amended, the Registrant has duly caused this report to
be  signed  on  its  behalf  by  the  undersigned  thereunto  duly  authorized.


THE  TRACKER  CORPORATION  OF  AMERICA,
a  Delaware  corporation



By: /s/  Bruce  I.  Lewis
    -----------------------------------------------
    Bruce I. Lewis, Chairman of the Board and Chief
    Executive  Officer

Dated:  July  15,  1999

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated.



    Dated:  July  15,  1999                    By:     /s/  Bruce  I.  Lewis
                                                       ---------------------
                                                       Bruce  I.  Lewis
                                                       Chairman of the Board and
                                                       Chief  Executive  Officer

SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION  12  OF  THE  ACT

     The Registrant has not sent out proxy materials to security-holders for the
fiscal year ended March 31, 1999. A copy of this Report and proxy materials will
be  sent  out  to  security-holders subsequent to the filing of this Report. The
Registrant  is  not  providing  any  annual  report  (other than this Report) to
security-holders.  The  Registrant  will  furnish  the  proxy  materials  to the
Commission  when they are sent out to the security-holders. Such materials shall
not  be  deemed  to  be  "filed" with the Commission or otherwise subject to the
liabilities  of  Section  18  of  the  Act.

<PAGE>
                             THE TRACKER CORPORATION
                                   OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)


                                  CONSOLIDATED
                              FINANCIAL STATEMENTS
                             MARCH 31, 1999 and 1998


<PAGE>
     INDEPENDENT  AUDITOR'S  REPORT
     ------------------------------


To  the  Board  of  Directors  and  Stockholders  of
The  Tracker  Corporation  of  America


We  have  audited  the  accompanying  consolidated  balance sheet of The Tracker
Corporation  of  America, Inc. and Subsidiary as of March 31, 1999 and 1998, and
the  related  consolidated  statements of operations, stockholders' deficit, and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.  The financial
statements  of  The  Tracker  Corporation  of America, Inc. and Subsidiary as of
March 31, 1997 and 1996 and from inception at May 6, 1993 through March 31, 1997
were  audited  by  other  auditors whose reports dated June 24, 1997 and May 28,
1996  included  an  explanatory  paragraph  that  described  the  going  concern
uncertainties  discussed  in  Notes  1  and  2  to  the  consolidated  financial
statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects, the consolidated financial position of The
Tracker  Corporation  of  America,  Inc. and Subsidiary as of March 31, 1999 and
1998,  and the consolidated results of their operations and their cash flows for
the year then ended in conformity with generally accepted accounting principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  the Company will continue as a going concern.  As discussed in Notes 1 and
2  to  the  consolidated financial statements, the Company is in the development
stage  and  has  suffered significant losses since inception.  Additionally, the
Company  discontinued its telemarketing program for its credit card registration
business.  The  Company  is  relying upon affiliated and outside parties to fund
its  cash flow deficiencies through debt and equity infusions.  Those conditions
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  Management's  plans  in  regard to these matters are also described in
Notes  1  and  2.  The  financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.


Hirsch  Silberstein  &  Subelsky,  P.C.

Farmington  Hills,  Michigan

July  8,  1999

                                      F-1
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


     The  Report  of  Independent  Accountants  consent is being prepared by the
former  accountants  and will be filed as an amendment to this Form 10-K as soon
as  it  is  received.

                                        F-2
<PAGE>
<TABLE>
<CAPTION>
                                         THE TRACKER CORPORATION OF AMERICA
                                           (A DEVELOPMENT STAGE COMPANY)
                                       -------------------------------------

                                             CONSOLIDATED BALANCE SHEET
                                       -------------------------------------

                                       ASSETS

                                                                               MARCH 31,      MARCH 31,
                                                                                 1999           1998
                                                                             -------------  -------------
<S>                                                                          <C>            <C>
CURRENT ASSETS
  ACCOUNTS RECEIVABLE . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     97,843   $          -
  PREPAID EXPENSES AND DEPOSITS . . . . . . . . . . . . . . . . . . . . . .       120,000              -
  DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       114,405      1,187,699
                                                                             -------------  -------------
       TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . .       332,248      1,187,699

DUE FROM SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . .        14,072         14,072
DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       141,600        275,043
PROPERTY AND EQUIPMENT (NET). . . . . . . . . . . . . . . . . . . . . . . .             -              -
                                                                             -------------  -------------

       TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    487,920   $  1,476,814
                                                                             =============  =============


                    LIABILITIES & SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
  ACCOUNTS PAYABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    458,352   $    440,835
  ACCRUED LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . .       584,823        528,399
  DEFERRED REVENUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       197,602      1,798,727
  DEBENTURE PAYABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . .        31,809         31,809
  CONVERTIBLE DEBENTURES. . . . . . . . . . . . . . . . . . . . . . . . . .       475,790        475,790
                                                                             -------------  -------------
       TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . . . . .     1,748,376      3,275,560


DEFERRED REVENUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       215,244        412,846

COMMITMENTS (NOTE 10) . . . . . . . . . . . . . . . . . . . . . . . . . . .             -              -

SHAREHOLDERS' DEFICIENCY
   COMMON STOCK, $.001PAR VALUE, 50,000,000 SHARES AUTHORIZED,

    50,388,579 (26,705,053 - MARCH 31, 1998) SHARES ISSUED AND OUTSTANDING.        50,389         19,718

   CONVERTIBLE SENIOR PREFERRED STOCK, $.001 PAR VALUE, 6,500,000 SHARES
    AUTHORIZED, NIL ISSUED AND OUTSTANDING. . . . . . . . . . . . . . . . .             -              -

  CLASS B VOTING COMMON STOCK, $0.00000007 PAR VALUE, 20,000,000
    SHARES AUTHORIZED,  NIL  (2,622,484 - MARCH 31, 1998) ISSUED
    AND OUTSTANDING . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -              -

  PAID-IN CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16,777,482     15,371,641
  OTHER CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (424,267)      (356,002)
  DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE. . . . . . . . . . . . .   (17,753,037)   (17,001,283)
  CUMULATIVE TRANSLATION ADJUSTMENT . . . . . . . . . . . . . . . . . . . .      (126,263)      (245,665)
                                                                             -------------  -------------

    TOTAL SHAREHOLDERS' DEFICIT . . . . . . . . . . . . . . . . . . . . . .    (1,475,700)    (2,211,591)
                                                                             -------------  -------------


    TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT . . . . . . . . . . . . . .  $    487,920   $  1,476,814
                                                                             =============  =============
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        F-3
<PAGE>
<TABLE>
<CAPTION>

                                 THE TRACKER CORPORATION OF AMERICA
                                    ( A DEVELOPMENT STAGE COMPANY)
                             -------------------------------------
                             CONSOLIDATED STATEMENT OF OPERATIONS

                         FROM INCEPTION (MAY 6, 1993)               FOR THE
                     THROUGH MARCH 31,                      YEAR ENDED MARCH 31,


                                               1999           1999          1998
                                           -------------  ------------  ------------
<S>                                        <C>            <C>           <C>

REVENUE . . . . . . . . . . . . . . . . .  $    433,596   $   126,875   $    51,551

COST OF SALES . . . . . . . . . . . . . .       171,924        71,630        20,660
                                           -------------  ------------  ------------

GROSS PROFIT. . . . . . . . . . . . . . .       261,672        55,245        30,891
                                           -------------  ------------  ------------

DEVELOPMENT COSTS
  OPERATIONAL . . . . . . . . . . . . . .     1,845,420       323,560        53,647
  INFORMATION SYSTEMS . . . . . . . . . .       930,032        45,181        26,613
  SALES AND MARKETING . . . . . . . . . .     3,563,645       126,601         7,928
  GENERAL AND ADMINISTRATIVE. . . . . . .     8,427,111       590,881        95,221
                                           -------------  ------------  ------------

TOTAL DEVELOPMENT COSTS . . . . . . . . .  $ 14,766,209   $ 1,086,223   $   183,408

LOSS FROM CONTINUING OPERATIONS . . . . .   (14,504,536)   (1,030,979)     (152,517)

GAIN (LOSS) FROM DISCONTINUED OPERATION .    (3,203,320)      279,225        62,050
                                           -------------  ------------  ------------

NET LOSS APPLICABLE TO COMMON STOCK . . .  $(17,707,856)  $  (751,754)  $   (90,467)
                                           =============  ============  ============



EARNINGS (LOSS) PER SHARE OF COMMON STOCK

LOSS FROM CONTINUING OPERATIONS . . . . .  $    (1.1175)  $   (0.0258)  $   (0.0042)

GAIN (LOSS) FROM DISCONTINUED OPERATION .       (0.2468)       0.0070        0.0029
                                           -------------  ------------  ------------

NET LOSS. . . . . . . . . . . . . . . . .  $    (1.3643)  $   (0.0188)  $   (0.0013)
                                           =============  ============  ============

WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING. . . . . . . . . . . . . .    12,979,364    39,929,638    21,480,767
                                           =============  ============  ============
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        F-4
<PAGE>
<TABLE>
<CAPTION>
                             THE  TRACKER  CORPORATION  OF  AMERICA
                                (A  DEVELOPMENT  STAGE  COMPANY)
                            ----------------------------------------

                            CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
                            ----------------------------------------

                                                                     FROM INCEPTION
                                                                     (MAY 6, 1993)      YEAR ENDED    YEAR ENDED
                                                                    THROUGH MARCH 31     MARCH 31      MARCH 31
                                                                          1998             1999          1998
                                                                   ------------------  ------------  ------------
<S>                                                                <C>                 <C>           <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
  NET LOSS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (17,753,037)  $  (751,754)     ($90,467)
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH FROM
  OPERATING ACTIVITIES:
    DEPRECIATION. . . . . . . . . . . . . . . . . . . . . . . . .            380,019             -        12,893
    LOSS ON SALE OF LONG-TERM INVESTMENT. . . . . . . . . . . . .             13,414             -             -
    RENT, CONSULTING AND MARKETING SERVICES, EMPLOYEE . . . . . .            691,901       691,901
     COMPENSATION SETTLED VIA THE ISSUANCE OF COMPANY
     SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . .          5,284,144             -       165,870
    CHANGES IN ASSETS AND LIABILITIES:
        PREPAID EXPENSES AND DEPOSITS . . . . . . . . . . . . . .           (137,273)     (120,000)      359,526
        ACCOUNTS RECEIVABLE . . . . . . . . . . . . . . . . . . .            (97,843)      (97,843)      133,613
        SHORT-TERM INVESTMENT . . . . . . . . . . . . . . . . . .                  -             -             -
        INVENTORY . . . . . . . . . . . . . . . . . . . . . . . .                  -             -        24,338
        DEFERRED CHARGES. . . . . . . . . . . . . . . . . . . . .           (256,005)    1,206,737     1,673,159
        DEFERRED REVENUE. . . . . . . . . . . . . . . . . . . . .            412,846    (1,798,727)   (2,910,959)
        ACCOUNTS PAYABLE AND ACCRUED LIABILITIES. . . . . . . . .          1,057,820        73,941       126,783
                                                                   ------------------  ------------  ------------

  NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . .        (10,404,014)     (795,745)     (505,244)
                                                                   ------------------  ------------  ------------

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
  ACQUISITION OF FIXED ASSETS . . . . . . . . . . . . . . . . . .              6,028             -       790,661
  LOAN TO SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . .           (370,484)            -        47,415
  REPAYMENT OF LOANS TO SHAREHOLDERS. . . . . . . . . . . . . . .            356,412             -             -
  NOTE RECEIVABLE . . . . . . . . . . . . . . . . . . . . . . . .           (200,317)            -             -
  REPAYMENT OF NOTE RECEIVABLE. . . . . . . . . . . . . . . . . .            200,317             -             -
  LONG-TERM INVESTMENT. . . . . . . . . . . . . . . . . . . . . .         (2,301,372)            -             -
  UNWIND OF LONG-TERM INVESTMENT. . . . . . . . . . . . . . . . .          2,287,958             -             -
                                                                   ------------------  ------------  ------------

  NET CASH FROM (USED IN) INVESTING ACTIVITIES. . . . . . . . . .            (21,458)            -       838,076
                                                                   ------------------  ------------  ------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
  ISSUANCE OF COMMON SHARES . . . . . . . . . . . . . . . . . . .          9,748,275       795,745        30,000
  ISSUANCE OF PREFERRED SHARES. . . . . . . . . . . . . . . . . .          1,050,000             -             -
  ISSUANCE OF CONVERTIBLE SUBORDINATED DEBENTURES . . . . . . . .          2,189,529             -             -
  REPAYMENT OF DEBENTURES AND CONVERTIBLE SUBORDINATED DEBENTURES           (297,401)            -      (167,138)
  SHARE ISSUE COSTS . . . . . . . . . . . . . . . . . . . . . . .         (1,684,735)            -             -
                                                                   ------------------  ------------  ------------
  NET CASH FROM (USED IN) FINANCING ACTIVITIES. . . . . . . . . .         11,005,668       795,745      (137,138)
                                                                   ------------------  ------------  ------------

EFFECT OF EXCHANGE RATE CHANGES . . . . . . . . . . . . . . . . .           (580,196)            0      (300,907)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING . . . . .                  1             1      (105,213)
  THE PERIOD

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD. . . . . . . . . .                  -             -       105,213
                                                                   ------------------  ------------  ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD. . . . . . . . . . . . .                  1   $         1   $         0
                                                                   ==================  ============  ============
<FN>
SUPPLEMENTAL  SCHEDULE  OF  NONCASH  FINANCING  ACTIVITIES
  THE  COMPANY  ISSUED  CERTAIN  SHARES  OF  ITS  CLASS  B  VOTING  COMMON  STOCK  FOR
  SERVICE  AND  FOR  NOMINAL  VALUES.
  SEE  CONSOLIDATED  STATEMENT  OF  SHAREHOLDERS'  EQUITY  (DEFICIT)
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        F-5
<PAGE>
<TABLE>
<CAPTION>
                                                               THE TRACKER CORPORATION OF AMERICA
                                                                 (A DEVELOPMENT STAGE COMPANY)
                                                                 -----------------------------

                                                        CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                                                        -----------------------------------------------

                                                                      SHARES                              AMOUNTS
                                                             --------------------------------  ----------------------------------
                                                                                                                       PAID-IN
                                                                                     CLASS B                          CAPITAL IN
                                                             PREFERRED    COMMON     COMMON    PREFERRED    COMMON      EXCESS
                                                               STOCK      STOCK       STOCK      STOCK      STOCK       OF PAR
                                                             ---------  ----------  ---------  ----------  --------  ------------
<S>                                                          <C>        <C>         <C>        <C>         <C>       <C>
SHARES ISSUED TO OFFICERS AT INCEPTION (CASH - $NIL)                                5,089,286  $        -  $     -   $         -

SHARES ISSUED FOR CASH (CASH - $4,714,188)                                            884,729                          4,714,188

SHARES ISSUED IN LIEU OF RENT  (NOTE 9-X) (CASH - $NIL)                                60,871                            324,344

SHARE ISSUE COSTS                                                                                                       (466,142)

TRANSLATION ADJUSTMENT

NET LOSS
BALANCE AT MARCH 31, 1994                                                           6,034,886           -        -     4,572,390
                                                                                    ---------  ----------  --------  ------------

SHARES ISSUED FOR CASH (CASH - $1,175,797)                                            234,517                          1,175,797

SHARES ISSUED IN LIEU OF RENT  (NOTE 9-X) (CASH - $NIL)                                 5,777                             30,121

REVERSE MERGER WITH THE TRACKER CORPORATION
   ON JULY 12, 1994 (CASH - $100)                                         739,219                              739          (639)

SHARES ISSUED  FROM REGULATION S OFFERING (INCLUDING
   79,658 SHARES AT $7 PER SHARE FOR CONSULTING
   SERVICES AND 3,571 SHARES AT $5.50 PER SHARE
   FOR THE PURCHASE OF FIXED ASSETS) (CASH -$1,505,000)                   860,000                              860     2,900,840
SHARE PROCEEDS TO BE RECEIVED SUBSEQUENT TO MARCH 31, 1995                                                              (819,459)

SHARES ISSUED FOR CONSULTING AND
   MARKETING SERVICES  (CASH-$NIL)                                        825,000      78,005                  825     2,204,153
LESS: CONSULTING AND MARKETING SERVICES NOT YET RECEIVED                 (814,583)*                           (815)

SHARES PROCEEDS RECEIVED FROM PRIVATE PLACEMENT
  ON MARCH 15, 1995 (CASH - $350,000)                                     500,000                              500       349,500

SHARES ISSUED TO EMPLOYEES FOR
   EMPLOYMENT SERVICES (NOTE 9-X) (CASH-$NIL)                                          25,063                             74,409

SHARE ISSUE COSTS                                                                                                       (779,495)

TRANSLATION ADJUSTMENT

NET LOSS

BALANCE AT MARCH 31, 1995                                            -  2,109,636   6,378,248           -    2,109     9,707,617
                                                             ---------  ----------  ---------  ----------  --------  ------------


                                                                                       AMOUNTS
                                                             ----------------------------------------------------------------
                                                                                           DEFICIT ACCUMULATED
                                                                            CUMULATIVE           DURING
                                                                OTHER       TRANSLATION        DEVELOPMENT
                                                               CAPITAL      ADJUSTMENT            STAGE             TOTAL
                                                             ------------  -------------  ---------------------  ------------
<S>                                                          <C>           <C>            <C>                    <C>
SHARES ISSUED TO OFFICERS AT INCEPTION (CASH - $NIL)         $         -   $          -   $                  -   $         -

SHARES ISSUED FOR CASH (CASH - $4,714,188)                                                                         4,714,188

SHARES ISSUED IN LIEU OF RENT  (NOTE 9-X) (CASH - $NIL)                                                              324,344

SHARE ISSUE COSTS                                                                                                   (466,142)

TRANSLATION ADJUSTMENT                                                         (129,098)                            (129,098)

NET LOSS                                                                                            (2,043,425)   (2,043,425)
BALANCE AT MARCH 31, 1994                                              -       (129,098)            (2,043,425)    2,399,867
                                                             ------------  -------------  ---------------------  ------------

SHARES ISSUED FOR CASH (CASH - $1,175,797)                                                                         1,175,797

SHARES ISSUED IN LIEU OF RENT  (NOTE 9-X) (CASH - $NIL)                                                               30,121

REVERSE MERGER WITH THE TRACKER CORPORATION
   ON JULY 12, 1994 (CASH - $100)                                                                                        100

SHARES ISSUED  FROM REGULATION S OFFERING (INCLUDING
   79,658 SHARES AT $7 PER SHARE FOR CONSULTING
   SERVICES AND 3,571 SHARES AT $5.50 PER SHARE
   FOR THE PURCHASE OF FIXED ASSETS) (CASH -$1,505,000)                                                            2,901,700
SHARE PROCEEDS TO BE RECEIVED SUBSEQUENT TO MARCH 31, 1995                                                          (819,459)

SHARES ISSUED FOR CONSULTING AND
   MARKETING SERVICES  (CASH-$NIL)                                                                                 2,204,978
LESS: CONSULTING AND MARKETING SERVICES NOT YET RECEIVED      (2,086,685)                                         (2,087,500)

SHARES PROCEEDS RECEIVED FROM PRIVATE PLACEMENT
  ON MARCH 15, 1995 (CASH - $350,000)                                                                                350,000

SHARES ISSUED TO EMPLOYEES FOR
   EMPLOYMENT SERVICES (NOTE 9-X) (CASH-$NIL)                                                                         74,409

SHARE ISSUE COSTS                                                                                                   (779,495)

TRANSLATION ADJUSTMENT                                                         (159,026)                            (159,026)

NET LOSS                                                                                            (5,068,583)   (5,068,583)

BALANCE AT MARCH 31, 1995                                     (2,086,685)      (288,124)            (7,112,008)      222,909
                                                             ------------  -------------  ---------------------  ------------
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        F-6
<PAGE>
<TABLE>
<CAPTION>
                                                              THE TRACKER CORPORATION OF AMERICA
                                                                 (A DEVELOPMENT STAGE COMPANY)
                                                                 -----------------------------

                                                   CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                                                   --------------------------------------------------------

                                                                       SHARES                              AMOUNTS
                                                          ----------------------------------  ----------------------------------
                                                                                                                      PAID IN
                                                                                   CLASS B                           CAPITAL IN
                                                          PREFERRED    COMMON      COMMON     PREFERRED    COMMON      EXCESS
                                                            STOCK      STOCK        STOCK       STOCK      STOCK       OF PAR
                                                          ---------  ----------  -----------  ----------  --------  ------------
<S>                                                       <C>        <C>         <C>          <C>         <C>       <C>
SHARE PROCEEDS RECEIVED RE REGULATION S OFFERING                                              $        -  $     -   $   819,459
   MADE BEFORE MARCH 31, 1995 (CASH - $225,280)

CONSULTING SERVICES RECEIVED RE SHARES ISSUED
   BEFORE MARCH 31, 1995  (NOTE 9-X) (CASH - $NIL)                      14,582 *                               14

MARKETING SERVICES RECEIVED RE SHARES ISSUED
    TO LL KNICKERBOCKER CO.  (CASH - $NIL)                             266,664 *                              265

SHARES ISSUED TO DIRECTORS AS
   COMPENSATION  (NOTE 9-X) (CASH - $NIL)                               98,858                                 99        86,402

SHARES ISSUED TO AMERASIA FOR MARKETING
   SERVICES (NOTE 9-X) (CASH - $NIL)                                                 30,000                              44,496
LESS: SERVICES NOT YET RECEIVED                                                     (12,500)*

SHARES CANCELLED (CASH - $NIL)                                            (171)                                 1            (1)

SHARES ISSUED PURSUANT TO S-8 FOR EMPLOYEES,
     CONSULTANTS AND A DIRECTOR  (CASH - $NIL)                         770,000                                770       769,230

LESS: EMPLOYMENT AND CONSULTING
   SERVICES NOT YET RECEIVED                                          (340,939)*                             (341)

SHARES ISSUED TO R. ZUK (CASH - $83,000)                               200,000                                200       199,800
LESS: SHARES PROCEEDS TO BE RECEIVED                                                                                   (117,000)

SHARE PROCEEDS RECEIVED FROM
   PRIVATE PLACEMENT (CASH - $250,000)                                 250,000                                250       249,750

SHARES ISSUED UPON EXERCISE OF
   WARRANTS AT CANADIAN $1 PER SHARE
   (CASH - $619,166)                                                                849,803                             619,166

SHARES ISSUED TO OFFICERS (NOTE 9-IIII(A)) (CASH - $NIL)               630,000                                630       826,245

SHARES ISSUED TO A CONSULTANT (NOTE 9-X) (CASH - $NIL)                   7,500                                  8         9,836

SHARES ISSUED FOR INVESTOR RELATION
   SERVICES (NOTE 9-V) (CASH - $NIL)                                   200,000                                200       262,300
LESS: SERVICES NOT YET RECEIVED                                       (200,000)*                             (200)

SHARES ISSUED TO EMPLOYEES FOR
   EMPLOYMENT SERVICES (NOTE 9-X)
   (CASH - $NIL)                                                                     14,176                              22,716

SHARES EXCHANGED AS PER
   EXCHANGE AGREEMENT (CASH - $NIL)                                  1,133,365   (1,133,365)                1,134        (1,134)

SHARES ISSUED FOR CONVERSION FROM
   DEBENTURE HOLDERS (CASH -$NIL)                                      991,434                                992       728,537

SHARE ISSUE COST FROM APRIL 1, 1995 TO MARCH 31, 1996                                                                  (214,357)

TRANSLATION ADJUSTMENT

NET LOSS FROM APRIL 1, 1995 TO MARCH 31, 1996


BALANCE AS AT MARCH 31, 1996                                      -  6,130,929    6,126,362   $        -  $ 6,131   $14,013,062
                                                          ---------  ----------  -----------  ----------  --------  ------------


                                                                                     AMOUNTS
                                                          ----------------------------------------------------------------
                                                                                        DEFICIT ACCUMULATED
                                                                         CUMULATIVE           DURING
                                                             OTHER       TRANSLATION        DEVELOPMENT
                                                            CAPITAL      ADJUSTMENT            STAGE             TOTAL
                                                          ------------  -------------  ---------------------  ------------
<S>                                                       <C>           <C>            <C>                    <C>
SHARE PROCEEDS RECEIVED RE REGULATION S OFFERING
   MADE BEFORE MARCH 31, 1995 (CASH - $225,280)           $         -   $          -   $                  -   $   819,459

CONSULTING SERVICES RECEIVED RE SHARES ISSUED
   BEFORE MARCH 31, 1995  (NOTE 9-X) (CASH - $NIL)             87,486                                              87,500

MARKETING SERVICES RECEIVED RE SHARES ISSUED
    TO LL KNICKERBOCKER CO.  (CASH - $NIL)                    666,400                                             666,665

SHARES ISSUED TO DIRECTORS AS
   COMPENSATION  (NOTE 9-X) (CASH - $NIL)                                                                          86,501

SHARES ISSUED TO AMERASIA FOR MARKETING
   SERVICES (NOTE 9-X) (CASH - $NIL)                                                                               44,496
LESS: SERVICES NOT YET RECEIVED                               (18,630)                                            (18,630)

SHARES CANCELLED (CASH - $NIL)                                                                                          -

SHARES ISSUED PURSUANT TO S-8 FOR EMPLOYEES,
     CONSULTANTS AND A DIRECTOR  (CASH - $NIL)                                                                    770,000

LESS: EMPLOYMENT AND CONSULTING
   SERVICES NOT YET RECEIVED                                 (340,598)                                           (340,939)

SHARES ISSUED TO R. ZUK (CASH - $83,000)                                                                          200,000
LESS: SHARES PROCEEDS TO BE RECEIVED                                                                             (117,000)

SHARE PROCEEDS RECEIVED FROM
   PRIVATE PLACEMENT (CASH - $250,000)                                                                            250,000

SHARES ISSUED UPON EXERCISE OF
   WARRANTS AT CANADIAN $1 PER SHARE
   (CASH - $619,166)                                                                                              619,166

SHARES ISSUED TO OFFICERS (NOTE 9-IIII(A)) (CASH - $NIL)                                                          826,875

SHARES ISSUED TO A CONSULTANT (NOTE 9-X) (CASH - $NIL)                                                              9,844

SHARES ISSUED FOR INVESTOR RELATION
   SERVICES (NOTE 9-V) (CASH - $NIL)                                                                              262,500
LESS: SERVICES NOT YET RECEIVED                              (262,300)                                           (262,500)

SHARES ISSUED TO EMPLOYEES FOR
   EMPLOYMENT SERVICES (NOTE 9-X)
   (CASH - $NIL)                                                                                                   22,716

SHARES EXCHANGED AS PER
   EXCHANGE AGREEMENT (CASH - $NIL)                                                                                     -

SHARES ISSUED FOR CONVERSION FROM
   DEBENTURE HOLDERS (CASH -$NIL)                                                                                 729,529

SHARE ISSUE COST FROM APRIL 1, 1995 TO MARCH 31, 1996                                                            (214,357)

TRANSLATION ADJUSTMENT                                                        47,224                               47,224

NET LOSS FROM APRIL 1, 1995 TO MARCH 31, 1996                                                    (6,090,730)   (6,090,730)
                                                                                       ---------------------  ------------

BALANCE AS AT MARCH 31, 1996                              $(1,954,327)  $   (240,900)  $        (13,202,738)  $(1,378,772)
                                                          ------------  -------------  ---------------------  ------------
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        F-7
<PAGE>
<TABLE>
<CAPTION>
                                                              THE TRACKER CORPORATION OF AMERICA
                                                                 (A DEVELOPMENT STAGE COMPANY)
                                                                 -----------------------------

                                                   CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                                                   --------------------------------------------------------

                                                                      SHARES                              AMOUNTS
                                                       -----------------------------------  ------------------------------------
                                                                                                                      PAID IN
                                                                                  CLASS B                            CAPITAL IN
                                                       PREFERRED     COMMON       COMMON      PREFERRED    COMMON      EXCESS
                                                         STOCK        STOCK        STOCK        STOCK      STOCK       OF PAR
                                                       ----------  -----------  -----------  -----------  --------  ------------
<S>                                                    <C>         <C>          <C>          <C>          <C>       <C>
MARKETING SERVICES RECEIVED RE SHARES ISSUED
    TO LL KNICKERBOCKER CO.  (CASH - $NIL)                            133,336 *              $        -   $   135   $  (999,600)

SHARES ISSUED TO DIRECTORS AS
   COMPENSATION  (NOTE 9-X) (CASH - $NIL)                              34,445                                  34        15,466

MARKETING SERVICES RECEIVED FROM
   AMERASIA (NOTE 9-X) (CASH - $NIL)                                                 5,000                              (11,124)

EMPLOYMENT AND CONSULTING SERVICES
   AND DIRECTORS' FEES RECEIVED RE S-8
   (CASH - $NIL)                                                    1,740,938 *                             1,741       316,054

SHARES ISSUED FOR CONVERSION FROM
   DEBENTURE HOLDERS (NOTE 9-IX) (CASH -$NIL)                       1,433,443                               1,434       653,566

PREFERRED SHARES ISSUED FROM
   PRIVATE PLACEMENT  (CASH - $1,050,000)                  1,050                                      1               1,049,999

COMMON SHARES ISSUED FOR
   CONVERSION FROM PREFERRED STOCKHOLDER
  (CASH - $NIL)                                           (1,050)   4,365,136                        (1)    4,364        (4,363)

SHARES EXCHANGED AS PER
   EXCHANGE AGREEMENT (CASH - $NIL)                                 1,268,825   (1,268,825)                 1,269        (1,269)

SHARES ISSUED TO EMPLOYEES FOR
   EMPLOYMENT SERVICES (NOTE 9-X) (CASH-$NIL)                          26,000                                  26        12,474

SHARES ISSUED FOR CONSULTING
   SERVICES (NOTE 9-X) (CASH-$NIL)                                    208,250                                 208        49,634

SHARES ISSUED IN LIEU OF FINDER FEE FOR
   DEBENTURE HOLDERS (NOTE 9-X) (CASH -$NIL)                           52,906                                  53        52,853

SHARES ISSUED IN LIEU OF FINDER FEE FOR
   PREFERRED STOCKHOLDERS (NOTE 9-X) (CASH -$NIL)                     112,500                                 113        44,887

SHARES ISSUED PURSUANT TO W.MARCHES
   S-8 STOCK PAYMENT PLAN (NOTE 9-XII)                                333,272                                 332        87,668

SHARES ISSUED FOR OFFICE RENTAL EXPENSE  (CASH $NIL)                  615,780                                 616       153,329
LESS: RENTAL EXPENSE NOT YET AMORTIZED                               (530,255)*                              (531)

SHARE ISSUE COST FROM
   APRIL 1, 1996 TO MARCH 31, 1997                                                                                     (224,741)

TRANSLATION ADJUSTMENT

NET LOSS FROM APRIL 1, 1996 TO MARCH 31, 1997


BALANCE AS AT MARCH 31, 1997                                   -   15,925,505    4,862,537   $        -   $15,925   $15,207,895
                                                       ----------  -----------  -----------  -----------  --------  ------------


                                                                                AMOUNTS
                                                       ---------------------------------------------------------------
                                                                                    DEFICIT ACCUMULATED
                                                                     CUMULATIVE           DURING
                                                          OTHER      TRANSLATION        DEVELOPMENT
                                                         CAPITAL     ADJUSTMENT            STAGE             TOTAL
                                                       -----------  -------------  ---------------------  ------------
<S>                                                    <C>          <C>            <C>                    <C>
MARKETING SERVICES RECEIVED RE SHARES ISSUED
    TO LL KNICKERBOCKER CO.  (CASH - $NIL)             $1,332,800   $          -   $                  -   $   333,335

SHARES ISSUED TO DIRECTORS AS
   COMPENSATION  (NOTE 9-X) (CASH - $NIL)                                                                      15,500

MARKETING SERVICES RECEIVED FROM
   AMERASIA (NOTE 9-X) (CASH - $NIL)                       18,630                                               7,506

EMPLOYMENT AND CONSULTING SERVICES
   AND DIRECTORS' FEES RECEIVED RE S-8
   (CASH - $NIL)                                          340,598                                             658,393

SHARES ISSUED FOR CONVERSION FROM
   DEBENTURE HOLDERS (NOTE 9-IX) (CASH -$NIL)                                                                 655,000

PREFERRED SHARES ISSUED FROM
   PRIVATE PLACEMENT  (CASH - $1,050,000)                                                                   1,050,000

COMMON SHARES ISSUED FOR
   CONVERSION FROM PREFERRED STOCKHOLDER                                                                            -
  (CASH - $NIL)

SHARES EXCHANGED AS PER
   EXCHANGE AGREEMENT (CASH - $NIL)                                                                                 -

SHARES ISSUED TO EMPLOYEES FOR
   EMPLOYMENT SERVICES (NOTE 9-X) (CASH-$NIL)                                                                  12,500

SHARES ISSUED FOR CONSULTING
   SERVICES (NOTE 9-X) (CASH-$NIL)                                                                             49,842

SHARES ISSUED IN LIEU OF FINDER FEE FOR
   DEBENTURE HOLDERS (NOTE 9-X) (CASH -$NIL)                                                                   52,906

SHARES ISSUED IN LIEU OF FINDER FEE FOR
   PREFERRED STOCKHOLDERS (NOTE 9-X) (CASH -$NIL)                                                              45,000

SHARES ISSUED PURSUANT TO W.MARCHES
   S-8 STOCK PAYMENT PLAN (NOTE 9-XII)                                                                         88,000

SHARES ISSUED FOR OFFICE RENTAL EXPENSE  (CASH $NIL)                                                          153,945
LESS: RENTAL EXPENSE NOT YET AMORTIZED                   (132,034)                                           (132,565)

SHARE ISSUE COST FROM
   APRIL 1, 1996 TO MARCH 31, 1997                                                                           (224,741)

TRANSLATION ADJUSTMENT                                                   (79,146)                             (79,146)

NET LOSS FROM APRIL 1, 1996 TO MARCH 31, 1997                                                (3,708,078)   (3,708,078)
                                                                                   ---------------------  ------------

BALANCE AS AT MARCH 31, 1997                           $ (394,333)  $   (320,046)  $        (16,910,816)  $(2,401,375)
                                                       -----------  -------------  ---------------------  ------------
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        F-8
<PAGE>
<TABLE>
<CAPTION>
                                                              THE TRACKER CORPORATION OF AMERICA
                                                                 (A DEVELOPMENT STAGE COMPANY)
                                                                 -----------------------------

                                                   CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                                                   --------------------------------------------------------


                                                                      SHARES                              AMOUNTS
                                                         -----------------------------------  -----------------------------------
                                                                                                                      PAID IN
                                                                                   CLASS B                           CAPITAL IN
                                                         PREFERRED    COMMON       COMMON     PREFERRED    COMMON      EXCESS
                                                           STOCK       STOCK        STOCK       STOCK      STOCK       OF PAR
                                                         ---------  -----------  -----------  ----------  --------  ------------
<S>                                                      <C>        <C>          <C>          <C>         <C>       <C>
SHARES ISSUED PURSUANT TO W.MARCHES
   S-8 STOCK PAYMENT PLAN (NOTE 9-XII)                                 339,755                            $   341   $    69,659

SHARES ISSUED FOR OFFICE RENTAL
   EXPENSE ( NOTE 9-X) (CASH $NIL)                                     153,945                            $   153

SHARES EXCHANGED AS PER
   EXCHANGE AGREEMENT (CASH - $NIL)                                  2,240,053   (2,240,053)              $ 2,240   $    (2,240)

SHARES ISSUED TO EMPLOYEE
   FOR EMPLOYMENT SERVICES                                              19,303                            $    19   $     2,617

SHARES ISSUED FOR CONSULTING SERVICES                                  539,583                            $   540   $    64,210

SHARE PROCEEDS RECEIVED FROM
   PRIVATE PLACEMENT (CASH - $30,000)                                  500,000                            $   500   $    29,500


NET PROFIT (LOSS) FROM
   APRIL 1, 1997 TO MARCH 31, 1998


BALANCE AS AT MARCH 31, 1998                                     -  19,718,144    2,622,484   $        -  $19,718   $15,371,641
                                                         ---------  -----------  -----------  ----------  --------  ------------


SHARES EXCHANGED AS PER
   EXCHANGE AGREEMENT (CASH - $NIL)                                  1,549,490   (2,622,484)              $ 1,549   $    (1,549)

SHARES ISSUED FOR OFFICE RENTAL
   EXPENSE ( NOTE 9-X) ( CASH $NIL)                                    672,096                            $   672

SHARES ISSUED FOR CONSULTING SERVICES                                2,427,478                            $ 2,428   $    72,257

SHARE PROCEEDS RECEIVED FROM
   PRIVATE PLACEMENTS (CASH - $867,215)                             14,244,063                            $14,244   $   781,501

SHARES ISSUED PURSUANT TO S-8 FOR EMPLOYEES                         13,175,996                            $13,176       553,633
     AND CONSULTANTS  (CASH - $NIL)
LESS: EMPLOYMENT AND CONSULTING
   SERVICES NOT YET RECEIVED                                        (2,000,000)                           $(2,000)

SHARES ISSUED IN PRIOR YEARS AS PREPAYMENT
   OF RENT AND CONSULTING SERVICES,
   WRITTEN-OFF IN YEAR ENDED MARCH 31, 1998                            601,312                            $   601

TRANSLATION ADJUSTMENT

NET PROFIT (LOSS) FROM APRIL 1, 1998 TO MARCH 31, 1999


BALANCE AS AT MARCH 31, 1999                                     -  50,388,579            0   $        -  $50,389   $16,777,482
                                                         =========  ===========  ===========  ==========  ========  ============


                                                                                AMOUNTS
                                                         --------------------------------------------------------------
                                                                                     DEFICIT ACCUMULATED
                                                                      CUMULATIVE           DURING
                                                           OTHER      TRANSLATION        DEVELOPMENT
                                                          CAPITAL     ADJUSTMENT            STAGE             TOTAL
                                                         ----------  -------------  ---------------------  ------------
<S>                                                      <C>         <C>            <C>                    <C>

SHARES ISSUED PURSUANT TO W.MARCHES
   S-8 STOCK PAYMENT PLAN (NOTE 9-XII)                                                                     $    70,000

SHARES ISSUED FOR OFFICE RENTAL
   EXPENSE ( NOTE 9-X) (CASH $NIL)                       $  38,331                                         $    38,484

SHARES EXCHANGED AS PER
   EXCHANGE AGREEMENT (CASH - $NIL)                                                                        $         0

SHARES ISSUED TO EMPLOYEE
   FOR EMPLOYMENT SERVICES                                                                                 $     2,636

SHARES ISSUED FOR CONSULTING SERVICES                                                                      $    64,750

SHARE PROCEEDS RECEIVED FROM
   PRIVATE PLACEMENT (CASH - $30,000)                                                                      $    30,000

                                                                     $     74,381                          $    74,381
NET PROFIT (LOSS) FROM
   APRIL 1, 1997 TO MARCH 31, 1998                                                  $            (90,467)     ($90,467)


BALANCE AS AT MARCH 31, 1998                             $(356,002)  $   (245,665)  $        (17,001,283)  $(2,211,591)
                                                         ----------  -------------  ---------------------  ------------




SHARES EXCHANGED AS PER
   EXCHANGE AGREEMENT (CASH - $NIL)

SHARES ISSUED FOR OFFICE RENTAL
   EXPENSE ( NOTE 9-X) ( CASH $NIL)                      $  49,735                                         $    50,407

SHARES ISSUED FOR CONSULTING SERVICES                                                                      $    74,685

SHARE PROCEEDS RECEIVED FROM
   PRIVATE PLACEMENTS (CASH - $867,215)                                                                    $   795,745

SHARES ISSUED PURSUANT TO S-8 FOR EMPLOYEES                                                                    566,809
     AND CONSULTANTS  (CASH - $NIL)
LESS: EMPLOYMENT AND CONSULTING
   SERVICES NOT YET RECEIVED                              (118,000)                                           (120,000)

SHARES ISSUED IN PRIOR YEARS AS PREPAYMENT
   OF RENT AND CONSULTING SERVICES,
   WRITTEN-OFF IN YEAR ENDED MARCH 31, 1998                                                                        601

TRANSLATION ADJUSTMENT                                                    119,398                              119,398

NET PROFIT (LOSS) FROM APRIL 1, 1998 TO MARCH 31, 1999                                          (751,754)     (751,754)
                                                                                    ---------------------  ------------

BALANCE AS AT MARCH 31, 1999                             $(424,267)  $   (126,267)  $        (17,753,037)  $(1,475,700)
                                                         ==========  =============  =====================  ============
</TABLE>

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS.

                                        F-9
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


NOTE  1  -  DESCRIPTION  OF  DEVELOPMENT STAGE ACTIVITIES AND CORPORATE HISTORY:
--------------------------------------------------------------------------------

     The  Tracker  Corporation of America, Inc. (sometimes "Tracker U.S." or the
"Company")  has been in the development stage since its formation.  It primarily
markets,  sells  and  operates a personal property marking and monitoring system
(the  "Tracker(TM)  System") developed by the Company that utilizes advanced bar
code  and  laser  scanning  technology  to create an identification device which
interfaces  with  a  computer  database and scanning network (the "Technology").

The  current  business  of  the  Company  originated  in  July  1994  through  a
reorganization  (the  "Reorganization") in which the Company acquired all of the
issued  and  outstanding  voting  shares of The Tracker Corporation, an Ontario,
Canada  corporation ("Tracker Canada"), in exchange for approximately 90% of the
total  voting  shares  of the Company as of that date. The Company's predecessor
was  incorporated  as  a  Utah  corporation  in  1986,  and changed its state of
incorporation  to Nevada in 1992 and Delaware in 1994 through change in domicile
mergers.  Concurrent  with the effective date of the reorganization, the Company
changed  its  year-end  from  December  31  to  March  31.

On  July  28,  1998, the Company settled a lawsuit initiated by the U.S. Federal
Trade  Commission  (the  "FTC") alleging the Company's violation of Section 5 of
the Federal Trade Commission Act and the FTC Trade Regulator Telemarketing Sales
Rule.  Following  initiation  of  the  lawsuit, four of the Company's five Board
members  and  its Chief Financial Officer resigned.  The settlement, among other
things,  permanently  barred  the  Company, and its Chief Executive Officer from
engaging  directly or indirectly, in the business of credit card registration or
promotion.

The  FTC  lawsuit  and  the  cessation  of  the credit card registration service
resulted  in  the insolvency and dissolution of Tracker Canada.  The liquidation
and  dissolution  occurred  in  February  1998.

On February 10, 1998, the Global Tracker Corporation ("Global Tracker"), a newly
formed  Ontario,  Canada  corporation,  acquired  substantially  all  of Tracker
Canada's assets at arm's length in a bankruptcy proceeding.  Shortly thereafter,
Global  Tracker  entered  into an agreement with the Company which permitted the
Company to use personnel retained by Global Tracker and assets formerly owned or
leased  by Tracker Canada to continue the business formerly conducted by Tracker
Canada.  As  a  result  of  this  arrangement,  Tracker  U.S. has continued on a
limited  basis  the  business  formerly  operated  by  Tracker  Canada.

NOTE  2  -  GOING  CONCERN:
---------------------------

The  Company has been in a development stage since its inception on May 6, 1993.
The  likelihood  that  the  Company  will  attain  profitability depends on many
factors,  including  its  ability  to  obtain  adequate  financing  and generate
sufficient revenues.  Management is currently working to secure adequate capital
through  the  private  placement  of  securities.  The accompanying consolidated
financial  statements have been prepared assuming that the Company will continue
as  a going concern, although the report of its former independent accountant as
of and for the year ended March 31, 1997, and its current independent accountant
as  of  and  for  each  of  the  years ended March 31, 1999 and 1998,  express
doubt  as  to  the  Company's ability to continue as a going concern.  The
consolidated  financial statements do not include any adjustments that  might
result  from  the  outcome  of  this  uncertainty.

                                        F-10
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


NOTE  3  -  SIGNIFICANT  ACCOUNTING  POLICIES:
----------------------------------------------

PRINCIPLES  OF  CONSOLIDATION

The  accompanying  financial  statements include the accounts of the Company and
its  former  wholly  owned  subsidiary,  Tracker  Canada.  All  significant
intercompany  accounts  and  transactions  have  been  eliminated.

DEVELOPMENT  COSTS

Development  costs  are  expensed  as  incurred.

DEFERRED  CHARGES

Deferred  charges  relate  primarily  to  unamortized  commissions, net of a 30%
cancellation  reserve,  and  other  costs  of  sales  which  are  amortized on a
straight-line  basis  over  the  term  of  the  related  agreement.

REVENUE  RECOGNITION  AND  DEFERRED  REVENUE

Revenue  for  Company  services  is recognized on a straight-line basis over the
term of the services offered and is shown net of sales discounts and allowances.
Amounts  received  for  which service has not yet been provided, are recorded as
deferred  revenue.  The  average  length  of  the services agreement varies from
monthly  to  a  five-year  period.

FOREIGN  CURRENCY  TRANSLATION

The  assets  and liabilities of Tracker Canada are translated at the fiscal year
or  period  end  exchange  rate  while  revenues,  expenses  and  cash flows are
translated  at  average  rates  in  effect  for  the  period.

EARNINGS  PER  SHARE

Primary  earnings per share are calculated based on net profit (loss) divided by
the  weighted average number of shares of common stock and Class B voting common
stock  outstanding.

USE  OF  ESTIMATES

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
revenues  and  expenses during the period reported.  Actual results could differ
from  those  estimates.  Estimates  are  used  when  accounting  for  inventory
obsolescence,  depreciation  and  amortization,  taxes,  and  contingencies.

                                        F-11
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


NEW  ACCOUNTING  PRONOUNCEMENTS

Other  pronouncements issued by the Financial Accounting Standards Board adopted
during the year are not material to the consolidated financial statements of the
Company.  Further,  pronouncements  with  future  effective dates are either not
applicable  or  not  material  to  the  consolidated financial statements of the
Company.

NOTE  4  -  PREPAID  EXPENSES  AND  DEPOSITS:
------------------------------------------------

<TABLE>
<CAPTION>
       March 31,   March 31,
          1999        1998
       ----------  ----------
<S>    <C>         <C>
Other  $  120,000  $      NIL
       ----------  ----------
       $  120,000  $      NIL
       ==========  ==========
</TABLE>

NOTE  5  -  DUE  FROM  SHAREHOLDERS:
------------------------------------

Promissory  notes  held  on  loans  made to shareholders bear interest at 5% per
annum  and  are  due  on  demand.

NOTE  6  -  DEFERRED  CHARGES:
-----------------------------

<TABLE>
<CAPTION>
Deferred charges consist of the following:
                                                          March 31,   March 31,
                                                             1999        1998
                                                          ----------  ----------
<S>                                                       <C>         <C>
Current: . . . . . . . . . . . . . . . . . . . . . . . .  $   80,309  $  776,055
Deferred sales commission (net of cancellation reserve)

Other. . . . . . . . . . . . . . . . . . . . . . . . . .      34,096     411,644
                                                          ----------  ----------
Long  term . . . . . . . . . . . . . . . . . . . . . . .  $  114,405  $1,187,699
                                                          ----------  ----------

Deferred sales' commission (net of cancellation reserve)  $   52,192  $  183,041

Other. . . . . . . . . . . . . . . . . . . . . . . . . .      89,408      92,002
                                                          ----------  ----------
                                                          $  141,600  $  275,043
                                                          ----------  ----------
</TABLE>

NOTE  7  -  PROPERTY  AND  EQUIPMENT:
-------------------------------------

The  Company  currently  leases  all of its equipment from Global Tracker  under
short  term  agreements  classified  as  operating  leases.  Lease  payments are
expensed  as  incurred.  See  Note  1.

                                        F-12
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


NOTE  8  -  ACCRUED  LIABILITIES:
---------------------------------

Accrued liabilities comprise the following:
<TABLE>
<CAPTION>
                                             March 31,   March 31,
                                                1999        1998
                                             ----------  ----------
<S>                                          <C>         <C>
Directors fees. . . . . . . . . . . . . . .  $   24,432  $   24,432
Interest expense for convertible debentures     115,209      58,785
Others. . . . . . . . . . . . . . . . . . .     445,182     445,182
                                             ----------  ----------
                                             $  584,823  $  528,399
                                             ==========  ==========
</TABLE>

NOTE  9  -  CAPITAL  STOCK:
---------------------------

(i)     The  Class B voting common stock was held in trust pursuant to the terms
of  an  exchange  agency and voting trust agreement with holders of exchangeable
preference  shares in the Canadian subsidiary.  Following the liquidation of the
Canadian  subsidiary,  all  Class  B  Stock  converted  to  Common  Stock.

(ii)    At  March  31,  1997,  all  outstanding warrants to acquire exchangeable
preference  shares  of  the  Canadian  subsidiary  at Canadian $14 per share had
expired.

(iii)   On  March  15, 1995, the Company entered into an agreement and sold, for
net  proceeds  of $350,000, 500,000 units comprised of 500,000 restricted common
shares  and  500,000  warrants  to  purchase 500,000 restricted common shares to
Kuplen  Group  Investment  ("KGI").  The  warrants  were  exercisable during the
one-year  period  commencing  July 12, 1995 to July 12, 1996 at a price of $5.00
per  share.  Since  the  common  stock  underlying  the  warrants  could  not be
purchased  legally on margin at a marginable price, the exercise period has been
extended  until  the  first  day  that  the common stock becomes marginable.  To
secure  registration  rights  of  the  restricted  shares, KGI must exercise the
warrants  on  a  1:1  basis  with  the  common  shares.

(iv)    During  the  year  ended March 31, 1995, the Company adopted a plan that
allows  for  the  granting of options, appreciation rights, restricted stock and
certain  other  stock-based  performance  incentives  to  certain  officers  as
determined  at  the  discretion  of  the  compensation committee of the board of
directors.

(v)     During  the  year ended March 31, 1999, the Company amended and restated
the  Plan  and  increased the number of shares reserved for issuance thereunder.

(vi)    During  the  year  ended  March  31,  1999,  the  Company adopted a plan
allowing  for  the  issuance  of  options  to  outside  directors.

(vii)   The  Company  has  issued  the  following  options  and  warrants:

                                        F-13
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


<TABLE>
<CAPTION>
                                      FOR YEAR              FOR YEAR
                                        ENDED                 ENDED
                                      MARCH 31,  EXERCISE   MARCH 31,  EXERCISE
                                        1999       PRICE      1998       PRICE
                                      ---------  ---------  ---------  ---------
<S>                                   <C>        <C>        <C>        <C>
OPTIONS:
  Opening (*). . . . . . . . . . . .  1,890,000                40,000  $    7.95
    Granted during the period (*)                              50,000  $    0.13
    Granted during the period (**)                            300,000  $    0.50
    Granted during the period (**)                          2,400,000  $    0.75
    Granted during the period (***).  5,286,968  $    0.07
    Granted during the period (****)    400,000  $    0.10
    Expired/cancelled during period                           900,000
  Closing. . . . . . . . . . . . . .  7,176,968             1,890,000
<FN>
(*)     40,000  options  were issued in July 1994 and 50,000 options were issued
        in  July 1997  to non-employee directors and vest proportionately over a
        period of  three  years.
(**)    2,700,000  options  were  issued in August 1997 to management at various
        terms  from  4  to  7  years
(***)   5,286,968  options  were  issued  in  December  1998  to management at
        various  terms  from  5  to  10  years
(****)  400,000  options were issued in January 1999, vesting proportionately
        over  four  years,  to  management.
</TABLE>

<TABLE>
<CAPTION>
                                 FOR YEAR              FOR YEAR
                                   ENDED                 ENDED
                                 MARCH 31,  EXERCISE   MARCH 31,  EXERCISE
                                   1999       PRICE      1998       PRICE
                                 ---------  ---------  ---------  ---------
<S>                              <C>        <C>        <C>        <C>
WARRANTS (COMMON STOCK ):
  Opening . . . . . . . . . . .    750,000  N/A          750,000  N/A
    Issued during the period. .    200,000  $    0.40          0
    Exercised during the period          0                     0
    Expired during the period .          0                     0  Cdn$14.00
  Closing . . . . . . . . . . .    950,000               750,000
                                 ---------             ---------
</TABLE>

(viii)     On  May  1, 1995, the Company entered into an agreement and sold, for
net  proceeds  of $250,000, 250,000 units comprised of 250,000 restricted common
shares  and  250,000  warrants  to  purchase 250,000 restricted common shares to
Reynold  Kern.  The  warrants  were  exercisable  during  the  one-year  period
commencing  July 12, 1995 to July 12, 1996 at a price of $5.00 per share.  Since
the  common  stock  underlying  the  warrants  could not be purchased legally on
margin  at  a  marginable price, the exercise period has been extended until the
first  day  that  the  common  stock  becomes  marginable.

(ix)     In  June  1995,  the  Company  issued  200,000  shares of common stock,
restricted  as  to  transferability  for  a  period  of  two  years from date of
issuance, to Robert Zuk for certain investor relations services for the Company.

(x)     In  October  1995,  the  Company  issued  770,000 shares of common stock
pursuant  to  the  registration  statement  on  S-8 to six key employees and one
director as payment in lieu of prior accrued salaries and fees and as an advance
of their salaries and fees up to September 30, 1996.  The shares issued were all
valued  at  $1.00  per  share.

(xi)     In  November  1995,  at  its  annual  general meeting, the shareholders
approved  the increase of the authorized number of common shares from 20,000,000
to  30,000,000  shares.

(xii)     In  December  1998,  at  its  annual general meeting, the shareholders
approved  the increase of the authorized number of common shares from 30,000,000
to  50,000,000  shares  and the authorization of 6,500,000 shares of blank check
Preferred  Stock.

(xiii)     In  January  1999,  the Company issued 13,175,995 shares to employees
and  consultants.

                                        F-14
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


(xiv)     Other  capital

At  March  31,  1998,  627,625 common shares have been subscribed for but remain
unissued  as  the service for which these shares were subscribed for have yet to
be  received.

<TABLE>
<CAPTION>
                                                 YEAR ENDED  FROM INCEPTION
                                                 ----------
                                                MARCH 31,   (MAY 6, 1993)
                                                            THROUGH MAR 31,
                                              1999     1998       1999
                                              -----  --------  ----------
<S>                                           <C>    <C>       <C>
OPENING,
Marketing services not yet received. . . . .  $   0  $      0  $        0
Deferred compensation costs. . . . . . . . .      0         0           0
Deferred consulting costs                             262,500           0
Rent                                                   93,502           0
                                                       356,00           0
                                              -----  --------  ----------

SHARES SUBSCRIBED BUT NOT ISSUED,
Marketing services not yet received. . . . .      0         0     999,600
Deferred compensation costs. . . . . . . . .      0         0   2,222,174
Deferred consulting costs. . . . . . . . . .      0         0   1,809,224
Rent . . . . . . . . . . . . . . . . . . . .      0         0     507,794
                                                  0         0   5,538,792
                                              -----  --------  ----------

CHARGED TO EXPENSE AS SERVICES ARE RECEIVED,
Marketing services not yet received. . . . .      0         0     999,600
Deferred compensation costs. . . . . . . . .      0         0   2,222,174
Deferred consulting costs. . . . . . . . . .      0         0   1,546,724
Rent . . . . . . . . . . . . . . . . . . . .      0         0     410,515
                                                  0         0   5,182,790
                                              -----  --------  ----------

CLOSING,
Marketing services not yet received. . . . .      0         0           0
Deferred compensation costs. . . . . . . . .      0         0           0
Deferred consulting costs                             262,500     262,500
Rent                                                   93,502      93,502
                                                     $356,002  $  356,002
</TABLE>

(xv)     In  November  1996,  all  holders  of  the  convertible  subordinated
debentures  were  requested to extend the maturity date from December 1, 1996 to
June  1, 1997 on same terms and conditions. No additional requests for extension
have  been  made  thereby  placing the Company in default under the terms of the
convertible subordinated debenture agreement. As of March 31, 1999 there remains
outstanding  $475,790  ($475,790 at March 31, 1998)  in convertible subordinated
debentures  with  a  maturity  date of June 1, 1997.  The remaining balance of $
31,809 ($31,809 at March 31, 1998) has been reclassified as debentures which had
a repayment maturity term of December 1997 at a 4.75% interest rate.  Conversion
rights  under  the  convertible  subordinated  debentures  have  expired.

                                        F-15
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


(xvi)     The  Company has, from inception to present, issued shares in exchange
for:  (a)  employment  services,  (b) consulting and marketing services, and (c)
consideration  in  lieu  of  rental  payments.

(xvii)     During the year ended March 31, 1997, the Company issued 1,050 shares
of  $1,000 6% Cumulative Convertible Preferred Stock (the "Convertible Preferred
Stock").  As  at  March 31, 1997, 4,365,136 common shares were issued due to the
conversion  of  1,050 shares of convertible preferred stock totaling $1,050,000.
As  at  March  31,  1997,  no  convertible  preferred stock remains outstanding.

(xviii)     On  October 21, 1996, the Company's Prospectus on Amendment No. 4 of
the  Registration Statement on Form S-1 was declared effective by Securities and
Exchange  Commission.

(xix)     During  the  year  ended  March 31, 1997, the Company issued 1,740,000
shares  of  common  stock  amounting  to  $658,393  pursuant to the registration
statement  on S-8 to five employees and five outside (non-employee) directors as
payment  in  lieu  of  salaries  and  consulting  fees.

(xx)     In  October  1996,  the  Company  entered  into  a  one-year consulting
agreement (the "Consulting Agreement") to obtain advice concerning the Company's
growth  strategy,  financial  public  relations  obligations  and future capital
structure.  Under  the  terms of the Consulting Agreement, the Company agreed to
pay  the Consultant 100,000 shares of the Company's common stock.  The Company's
obligations with respect to options issued to the Consultant for the purchase of
900,000  additional  shares  expired  in  1999.

(xxi)     During  the  year  ended March 31, 1999, the Company issued 13,175,996
shares  of  common  stock  amounting  to $1,600,883 pursuant to the registration
statement  on  S-8  to eight employees and two consultants as payment in lieu of
salaries  and  consulting  fees.

NOTE  10  -  COMMITMENTS:
-------------------------

LEASES

The Company leased space in Smyrna, Georgia for a three (3) year term commencing
May  15,  1997.  On  November 1, 1997, the Company discontinued occupancy of the
leased  premises,  defaulting  under  the terms of the lease. The lease requires
payment  of  an  annual  base  rent  of  $41,772.

Rental  expense  for  the  year  ended  March  31, 1999 amounted to $ 64,132 and
$120,196  for  the  year  ended  March  31,  1998.

MARKETING  AGREEMENT

On  March  15,  1995,  the  Company  entered  into  an  agreement  with The L.L.
Knickerbocker Company, Inc., of California ("Knickerbocker"), which provided for
a  television  and  radio  marketing  campaign  to  be initially launched in the
California  marketplace.  As  compensation  for  services  to  be  performed  by
Knickerbocker,  the  Company  paid  Knickerbocker  a  fee of $212,975 and issued
800,000 restricted common shares, valued at $2.50 per share based on the trading
price  of  the  Company's  shares on the date of the agreement.  On December 11,
1996, the Company ended its relationship with Knickerbocker and received 400,000
of  the  800,000 restricted common shares back from Knickerbocker.  These shares
were  immediately  cancelled  in  treasury.

                                        F-16
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------


THE  IACP  ENDORSEMENT

The  Company  entered  into  an  agreement with the International Association of
Chiefs  of  Police  ("IACP")  in  February 1996 that ran through February
1999.  Under  the  agreement,  the  Company  agreed  to pay IACP, on a quarterly
basis  in  arrears, the greater of $100,000 per year or a fee based on the total
number of subscribers of the Company.  At March 31, 1999, the Company had
defaulted  in  its  payment  obligations  under  the  agreement.

NOTE  11  -  RELATED  PARTY  TRANSACTIONS:
------------------------------------------

Prior  to  the  date  of  incorporation (May 6, 1993), the founder and other key
members  of  management  received  5,089,286  exchangeable  preference shares in
consideration  for  the assignment of international patents covering the Tracker
Canada  system  and  as inducements to join the Company, respectively.  No value
has  been  assigned  to  these  shares.

The  Company  retains certain key management personnel under contract.  Included
in  expenses  are  consulting  and management fees paid under the aforementioned
contracts  totaling,  in  the  aggregate, $ 185,000 for the year ended March 31,
1998  and  $648,231  for  the  year  ended  March  31,  1997.

Finders  fees amounting to Nil for years ended March 31, 1999 and March 31, 1998
and  $25,870  for  the  year  ended  March  31,  1997 paid to related parties in
connection  with  the  Company's  private  equity  placement  are  included as a
reduction  in  paid-in  capital.

The  Company's President, Chief Operating Officer and Chief Financial Officer is
the  sole  shareholder  of  Global Tracker Corporation.  Global Tracker acquired
Tracker  Canada's  assets  at  arms' length in an insolvency proceeding.  Global
Tracker  leases  all  of  such  assets  to  the  Company.


NOTE  12  -  INCOME  TAXES:
---------------------------

The  estimated  deferred  tax  asset  of $3,987,000 and $3,724,000, representing
benefit for the income tax effects of the accumulated losses for the period from
inception  (May  6, 1993) to March 31, 1999 and March 31, 1998 respectively, has
not  been  recognized  due  to  the  uncertainty  of  future realization of such
benefits.  Estimated  net  operating losses aggregating $11,433,000 ($10,681,000
as  at  March  31,1998) expire starting in 2001; the benefit of these losses has
not  been  reflected  in  these  consolidated  financial  statements.

                                        F-17
<PAGE>
                       THE TRACKER CORPORATION OF AMERICA
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

<TABLE>
<CAPTION>
                            March 31,     March 31,
                              1999           1998
                          -------------  ------------
<S>                       <C>            <C>
Deferred tax liabilities  $          0   $         0
Deferred tax assets
  Net operating losses .     3,987,000     3,724,000
                          -------------  ------------
                             3,987,000     3,724,000
  Valuation allowance. .   ( 3,987,000)   (3,724,000)
                          -------------  ------------
                          $          0   $         0
                          =============  ============
</TABLE>

The  valuation  allowance  did  increase  by  $263,000  during  the  year.

NOTE  13  -  CONVERTIBLE  SUBORDINATED  DEBENTURES:
---------------------------------------------------

The  Company  has  outstanding at March 31, 1999  subordinated debentures in the
amount  of  $475,790  ($  475,790  as at March 31, 1998) bearing interest at 15%
annually,  which  are  repayable  within  one  year.

Total interest incurred and included in general and administrative expenses is $
72,879  and  $42,330  for  year  ended  March  31,  1999  and 1998 respectively.

                                        F-18
<PAGE>